Morgan Stanley (MS) 10-Q 2019 Q3 Quarterly report

0000895421 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember ms:CorporateandOtherDebtSecuritiesMember 2018-12-31 0000895421 ms:MoreThanFiveYearsFromBalanceSheetDateMember ms:CreditDerivativesSellingProtectionMember ms:TotalIndexAndBasketCreditDefaultSwapsMember 2018-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

Commission File Number 1-11758

(Exact Name of Registrant as specified in its charter)

Delaware	1585 Broadway			36-3145972	(212)	761-4000
(State or other jurisdiction of incorporation or organization)	New York,	NY	10036	(I.R.S. Employer Identification No.)	(Registrant’s telephone number, including area code)
	(Address of principal executive offices, including zip code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	MS	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate	MS/PA	New York Stock Exchange
Non-Cumulative Preferred Stock, Series A, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate	MS/PE	New York Stock Exchange
Non-Cumulative Preferred Stock, Series E, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate	MS/PF	New York Stock Exchange
Non-Cumulative Preferred Stock, Series F, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of 6.625%	MS/PG	New York Stock Exchange
Non-Cumulative Preferred Stock, Series G, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate	MS/PI	New York Stock Exchange
Non-Cumulative Preferred Stock, Series I, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate	MS/PK	New York Stock Exchange
Non-Cumulative Preferred Stock, Series K, $0.01 par value
Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026	MS/26C	New York Stock Exchange
of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto)
Market Vectors ETNs due March 31, 2020 (two issuances)	URR/DDR	NYSE Arca, Inc.
Market Vectors ETNs due April 30, 2020 (two issuances)	CNY/INR	NYSE Arca, Inc.
Morgan Stanley Cushing® MLP High Income Index ETNs due March 21, 2031	MLPY	NYSE Arca, Inc.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒     No  ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No ☒

As of October 31, 2019, there were 1,618,597,895 shares of the Registrant’s Common Stock, par value $0.01 per share, outstanding.

Table of Contents

QUARTERLY REPORT ON FORM 10-Q

For the quarter ended September 30, 2019

Table of Contents		Part	Item	Page
Financial Information		I		1
Management’s Discussion and Analysis of Financial Condition and Results of Operations		I	2	1
Introduction				1
Executive Summary				2
Business Segments				7
Supplemental Financial Information and Disclosures				18
Accounting Development Updates				18
Critical Accounting Policies				19
Liquidity and Capital Resources				19
Balance Sheet				19
Regulatory Requirements				24
Quantitative and Qualitative Disclosures about Risk		I	3	30
Market Risk				30
Credit Risk				32
Country and Other Risks				36
Report of Independent Registered Public Accounting Firm				39
Consolidated Financial Statements and Notes		I	1	40
Consolidated Income Statements (Unaudited)				40
Consolidated Comprehensive Income Statements (Unaudited)				41
Consolidated Balance Sheets (Unaudited at September 30, 2019)				42
Consolidated Statements of Changes in Total Equity (Unaudited)				43
Consolidated Cash Flow Statements (Unaudited)				44
Notes to Consolidated Financial Statements (Unaudited)				45
1.	Introduction and Basis of Presentation			45
2.	Significant Accounting Policies			46
3.	Fair Values			46
4.	Derivative Instruments and Hedging Activities			55
5.	Investment Securities			59
6.	Collateralized Transactions			62
7.	Loans, Lending Commitments and Allowance for Credit Losses			63
8.	Equity Method Investments			65
9.	Deposits			66
10.	Borrowings and Other Secured Financings			66
11.	Commitments, Leases, Guarantees and Contingencies			67
12.	Variable Interest Entities and Securitization Activities			71
13.	Regulatory Requirements			74
14.	Total Equity			76
15.	Earnings per Common Share			78
16.	Interest Income and Interest Expense			79
17.	Income Taxes			79
18.	Segment, Geographic and Revenue Information			80
Financial Data Supplement (Unaudited)				83
Glossary of Common Acronyms				85
Other Information		II		87
Legal Proceedings		II	1	87
Unregistered Sales of Equity Securities and Use of Proceeds		II	2	87
Controls and Procedures		I	4	87
Exhibits		II	6	87
Exhibit Index				E- 1
Signatures				S-1

i

Table of Contents

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website, www.sec.gov, that contains annual, quarterly and current reports, proxy and information statements and other information that issuers file electronically with the SEC. Our electronic SEC filings are available to the public at the SEC’s website.

Our website is www.morganstanley.com. You can access our Investor Relations webpage at www.morganstanley.com/about-us-ir. We make available free of charge, on or through our Investor Relations webpage, our Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. We also make available, through our Investor Relations webpage, via a link to the SEC’s website, statements of beneficial ownership of our equity securities filed by our directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act.

You can access information about our corporate governance at www.morganstanley.com/about-us-governance. Our Corporate Governance webpage includes:

• Amended and Restated Certificate of Incorporation;

• Amended and Restated Bylaws;

• Charters for our Audit Committee, Compensation, Management Development and Succession Committee, Nominating and Governance Committee, Operations and Technology Committee, and Risk Committee;

• Corporate Governance Policies;

• Policy Regarding Corporate Political Activities;

• Policy Regarding Shareholder Rights Plan;

• Equity Ownership Commitment;

• Code of Ethics and Business Conduct;

• Code of Conduct;

• Integrity Hotline Information; and

• Environmental and Social Policies.

Our Code of Ethics and Business Conduct applies to all directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Deputy Chief Financial Officer. We will post any amendments to the Code of Ethics and Business Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange LLC (“NYSE”) on our website. You can request a copy of these documents, excluding exhibits, at no cost, by contacting Investor Relations, 1585 Broadway, New York, NY 10036 (212-761-4000). The information on our website is not incorporated by reference into this report.

ii

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Morgan Stanley is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Wealth Management and Investment Management. Morgan Stanley, through its subsidiaries and affiliates, provides a wide variety of products and services to a large and diversified group of clients and customers, including corporations, governments, financial institutions and individuals. Unless the context otherwise requires, the terms “Morgan Stanley,” “Firm,” “us,” “we” or “our” mean Morgan Stanley (the “Parent Company”) together with its consolidated subsidiaries. We define the following as part of our consolidated financial statements (“financial statements”): consolidated income statements (“income statements”), consolidated balance sheets (“balance sheets”) and consolidated cash flow statements (“cash flow statements”). See the “Glossary of Common Acronyms” for the definition of certain acronyms used throughout this Form 10-Q.

A description of the clients and principal products and services of each of our business segments is as follows:

Institutional Securities provides investment banking, sales and trading, lending and other services to corporations, governments, financial institutions, and high to ultra-high net worth clients. Investment banking services consist of capital raising and financial advisory services, including services relating to the underwriting of debt, equity and other securities, as well as advice on mergers and acquisitions, restructurings, real estate and project finance. Sales and trading services include sales, financing, prime brokerage and market-making activities in equity and fixed income products, including foreign exchange and commodities. Lending activities include originating corporate loans, commercial mortgage lending, providing secured lending facilities and extending financing to sales and trading customers. Other activities include investments and research.

Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses and institutions covering brokerage and investment advisory services; financial and wealth planning services; annuity and insurance products; securities-based lending, residential real estate loans and other lending products; banking and retirement plan services.

Investment Management provides a broad range of investment strategies and products that span geographies, asset classes, and public and private markets to a diverse group of clients across institutional and intermediary channels. Strategies and products include equity, fixed income, liquidity and alternative/other products. Institutional clients include defined benefit/defined contribution plans, foundations, endowments, government entities, sovereign wealth funds, insurance companies, third-party fund sponsors and corporations. Individual clients are served through intermediaries, including affiliated and non-affiliated distributors.

The results of operations in the past have been, and in the future may continue to be, materially affected by competition; risk factors; and legislative, legal and regulatory developments; as well as other factors. These factors also may have an adverse impact on our ability to achieve our strategic objectives. Additionally, the discussion of our results of operations herein may contain forward-looking statements. These statements, which reflect management’s beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect our future results, see “Forward-Looking Statements,” “Business—Competition,” “Business—Supervision and Regulation,” and “Risk Factors” in the 2018 Form 10-K, and “Liquidity and Capital Resources—Regulatory Requirements” herein.

1 September 2019 Form 10-Q

Table of Contents
Management’s Discussion and Analysis

Executive Summary

Overview of Financial Results

Consolidated Results

Net Revenues

($ in millions)

Net Income Applicable to Morgan Stanley

($ in millions)

Earnings per Common Share¹ 

1. For the calculation of basic and diluted EPS, see Note 15 to the financial statements.

• We reported net revenues of $10,032 million in the quarter ended September 30, 2019 (“current quarter,” or “3Q 2019”), compared with $9,872 million in the quarter ended September 30, 2018 (“prior year quarter,” or “3Q 2018”). For the current quarter, net income applicable to Morgan Stanley was $2,173 million, or $1.27 per diluted common share, compared with $2,112 million or $1.17 per diluted common share, in the prior year quarter.

• We reported net revenues of $30,562 million in the nine months ended September 30, 2019 (“current year period,” or “YTD 2019”), compared with $31,559 million in the period ended September 30, 2018 (“prior year period,” or “YTD 2018”). For the current year period, net income applicable to Morgan Stanley was $6,803 million, or $3.89 per diluted common share, compared with $7,217 million or $3.92 per diluted common share, in the prior year period.

September 2019 Form 10-Q 2

Table of Contents
Management’s Discussion and Analysis

Non-interest Expenses¹ 

($ in millions)

1. The percentages on the bars in the chart represent the contribution of compensation and benefits expenses and non-compensation expenses to total non-interest expenses.

• Compensation and benefits expenses of $4,427 million in the current quarter and $13,609 million in the current year period increased 3% from $4,310 million in the prior year quarter and decreased 2% from $13,845 million in the prior year period. In the current quarter, the increase was primarily attributed to higher discretionary incentive compensation and salaries, partially offset by decreases in the fair value of investments to which certain deferred compensation plans are referenced. In the current year period, the decrease was primarily attributed to lower discretionary incentive compensation and the roll-off of certain acquisition-related employee retention loans, partially offset by higher salaries, increases in the fair value of investments to which certain deferred compensation plans are referenced, and higher deferred compensation associated with carried interest.

• Non-compensation expenses of $2,895 million in the current quarter and $8,385 million in the current year period increased 7% from $2,711 million in the prior year quarter and increased 1% from $8,334 million in the prior year period. The current quarter increase was primarily due to higher litigation costs, volume-related expenses and investments in technology, partially offset by decreases in professional services expenses. In the current year period, investments in technology were partially offset by a decrease in professional services expenses.

Income Taxes

The current quarter included intermittent net discrete tax benefits of $89 million primarily associated with the filing of the 2018 federal tax return and the remeasurement of reserves and related interest due to new information with regard to multi-jurisdiction tax examinations. The current year period and prior year period included intermittent net discrete tax benefits of $190 million and $92 million, respectively, primarily associated with the remeasurement of reserves and related interest due to new information with regard to multi-jurisdiction tax examinations and other matters. For further information, see “Supplemental Financial Information and Disclosures—Income Tax Matters” herein.

3 September 2019 Form 10-Q

Table of Contents
Management’s Discussion and Analysis

Selected Financial Information and Other Statistical Data

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Net income applicable to   Morgan Stanley	$	2,173		$	2,112		$	6,803		$	7,217
Preferred stock dividends and other	113			93			376			356
Earnings applicable to   Morgan Stanley common shareholders	$	2,060		$	2,019		$	6,427		$	6,861
Expense efficiency ratio1	73.0		%	71.1		%	72.0		%	70.3		%
ROE2	11.2		%	11.5		%	11.8		%	13.1		%
ROTCE2	12.9		%	13.2		%	13.5		%	15.1		%

in millions, except per share and employee data	At September 30, 2019		At December 31, 2018
GLR3	$	226,923	$	249,735
Loans4	$	125,522	$	115,579
Total assets	$	902,604	$	853,531
Deposits	$	180,738	$	187,820
Borrowings	$	193,659	$	189,662
Common shares outstanding	1,624		1,700
Common shareholders' equity	$	73,862	$	71,726
Tangible common shareholders’ equity2	$	64,512	$	62,879
Book value per common share5	$	45.49	$	42.20
Tangible book value per common share2, 5	$	39.73	$	36.99
Worldwide employees	60,532		60,348

	At September 30, 2019		At December 31, 2018
Capital ratios6
Common Equity Tier 1 capital	16.3	%	16.9	%
Tier 1 capital	18.5	%	19.2	%
Total capital	20.9	%	21.8	%
Tier 1 leverage	8.2	%	8.4	%
SLR	6.3	%	6.5	%

1. The expense efficiency ratio represents total non-interest expenses as a percentage of net revenues.

2. Represents a non-GAAP measure. See “Selected Non-GAAP Financial Information” herein.

3. For a discussion of the GLR, see “Liquidity and Capital Resources—Liquidity Risk Management Framework—Global Liquidity Reserve” herein.

4. Amounts include loans held for investment (net of allowance) and loans held for sale but exclude loans at fair value, which are included in Trading assets in the balance sheets (see Note 7 to the financial statements).

5. Book value per common share and tangible book value per common share equal common shareholders’ equity and tangible common shareholders’ equity, respectively, divided by common shares outstanding.

6. At September 30, 2019 and December 31, 2018, our risk-based capital ratios are based on the Standardized Approach rules. For a discussion of our capital ratios, see “Liquidity and Capital Resources—Regulatory Requirements” herein.                                

Business Segment Results

Net Revenues by Segment¹ 

($ in millions)

September 2019 Form 10-Q 4

Table of Contents
Management’s Discussion and Analysis

Net Income Applicable to Morgan Stanley by Segment¹ 

($ in millions)

1. The percentages on the bars in the charts represent the contribution of each business segment to the total of the applicable financial category and may not total to 100% due to intersegment eliminations. See Note 18 to the financial statements for details of intersegment eliminations.

• Institutional Securities net revenues of $5,023 million in the current quarter increased 2% from the prior year quarter primarily reflecting higher revenues in Fixed income sales and trading, partially offset by a decrease in Other revenues. Net revenues of $15,332 million in the current year period decreased 8% from the prior year period, primarily reflecting lower revenues from Equity sales and trading and Investment banking.

• Wealth Management net revenues of $4,358 million in the current quarter and $13,155 million in the current year period were relatively unchanged compared with the prior year periods.

• Investment Management net revenues of $764 million in the current quarter and $2,407 million in the current year period each increased 17% from the prior year periods. The current quarter results primarily reflected higher Investments and Asset Management revenues. The current year period results increased primarily due to higher Investments revenues.

Net Revenues by Region^{1, 2} 

($ in millions)

1. For a discussion of how the geographic breakdown of net revenues is determined, see Note 18 to the financial statements.

2. The percentages on the bars in the charts represent the contribution of each region to the total.

5 September 2019 Form 10-Q

Table of Contents
Management’s Discussion and Analysis

Selected Non-GAAP Financial Information

We prepare our financial statements using U.S. GAAP. From time to time, we may disclose certain “non-GAAP financial measures” in this document or in the course of our earnings releases, earnings and other conference calls, financial presentations, Definitive Proxy Statement and otherwise. A “non-GAAP financial measure” excludes, or includes, amounts from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. We consider the non-GAAP financial measures we disclose to be useful to us, analysts, investors and other stakeholders by providing further transparency about, or an alternate means of assessing, our financial condition, operating results or capital adequacy.

These measures are not in accordance with, or a substitute for, U.S. 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 define it or present the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, along with a reconciliation of the differences between the U.S. GAAP financial measure and the non-GAAP financial measure.

The principal non-GAAP financial measures presented in this document are set forth in the following tables.

Reconciliations from U.S. GAAP to Non-GAAP Consolidated Financial Measures

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions, except per share data	2019			2018			2019			2018
Net income applicable to Morgan Stanley	$	2,173		$	2,112		$	6,803		$	7,217
Impact of adjustments	(89		)	(4		)	(190		)	(92		)
Adjusted net income applicable to Morgan Stanley—non-GAAP1	$	2,084		$	2,108		$	6,613		$	7,125
Earnings per diluted common share	$	1.27		$	1.17		$	3.89		$	3.92
Impact of adjustments	(0.06		)	—			(0.12		)	(0.05		)
Adjusted earnings per diluted common share—non-GAAP1	$	1.21		$	1.17		$	3.77		$	3.87
Effective income tax rate	18.2		%	24.4		%	19.1		%	21.9		%
Impact of adjustments	3.2		%	0.2		%	2.2		%	0.9		%
Adjusted effective income tax rate—non-GAAP1	21.4		%	24.6		%	21.3		%	22.8		%

$ in millions	At September 30, 2019			At December 31, 2018
Tangible equity U.S. GAAP
Morgan Stanley shareholders' equity	$	82,382		$	80,246
Less: Goodwill and net intangible assets	(9,350		)	(8,847		)
Tangible Morgan Stanley shareholders' equity—non-GAAP	$	73,032		$	71,399
U.S. GAAP
Common shareholders' equity	$	73,862		$	71,726
Less: Goodwill and net intangible assets	(9,350		)	(8,847		)
Tangible common shareholders' equity—non-GAAP	$	64,512		$	62,879

Consolidated Non-GAAP Financial Measures

	Average Monthly Balance
	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Tangible equity
Morgan Stanley shareholders' equity	$	81,912		$	78,760		$	81,028		$	78,165
Less: Goodwill and net intangible assets	(9,389		)	(8,970		)	(9,097		)	(9,020		)
Tangible Morgan Stanley shareholders' equity	$	72,523		$	69,790		$	71,931		$	69,145
Common shareholders' equity	$	73,392		$	70,240		$	72,508		$	69,645
Less: Goodwill and net intangible assets	(9,389		)	(8,970		)	(9,097		)	(9,020		)
Tangible common shareholders' equity	$	64,003		$	61,270		$	63,411		$	60,625

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in billions	2019			2018			2019			2018
Average common equity
Unadjusted	$	73.4		$	70.2		$	72.5		$	69.6
Adjusted1	73.4			70.2			72.4			69.6
ROE2
Unadjusted	11.2		%	11.5		%	11.8		%	13.1		%
Adjusted1, 3	10.7		%	11.5		%	11.5		%	13.0		%
Average tangible common equity
Unadjusted	$	64.0		$	61.3		$	63.4		$	60.6
Adjusted1	64.0			61.3			63.3			60.6
ROTCE2
Unadjusted	12.9		%	13.2		%	13.5		%	15.1		%
Adjusted1, 3	12.3		%	13.2		%	13.1		%	14.9		%

September 2019 Form 10-Q 6

Table of Contents
Management’s Discussion and Analysis

Non-GAAP Financial Measures by Business Segment

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in billions	2019			2018			2019			2018
Pre-tax margin4
Institutional Securities	26		%	32		%	28		%	33		%
Wealth Management	28		%	27		%	28		%	27		%
Investment Management	22		%	16		%	22		%	19		%
Consolidated	27		%	29		%	28		%	30		%
Average common equity5
Institutional Securities	$	40.4		$	40.8		$	40.4		$	40.8
Wealth Management	18.2			16.8			18.2			16.8
Investment Management	2.5			2.6			2.5			2.6
Parent Company	12.3			10.0			11.4			9.4
Consolidated average common equity	$	73.4		$	70.2		$	72.5		$	69.6
Average tangible common equity5
Institutional Securities	$	39.9		$	40.1		$	39.9		$	40.1
Wealth Management	10.2			9.2			10.2			9.2
Investment Management	1.5			1.7			1.5			1.7
Parent Company	12.4			10.3			11.8			9.6
Consolidated average tangible common equity	$	64.0		$	61.3		$	63.4		$	60.6
ROE2, 6
Institutional Securities	9.8		%	10.3		%	10.8		%	12.8		%
Wealth Management	20.6		%	21.3		%	20.2		%	20.9		%
Investment Management	22.1		%	12.0		%	21.5		%	15.7		%
Consolidated	11.2		%	11.5		%	11.8		%	13.1		%
ROTCE2, 6
Institutional Securities	9.9		%	10.4		%	10.9		%	13.0		%
Wealth Management	36.9		%	38.9		%	36.2		%	38.1		%
Investment Management	35.6		%	18.8		%	34.7		%	24.5		%
Consolidated	12.9		%	13.2		%	13.5		%	15.1		%

1. Adjusted amounts exclude net discrete tax provisions (benefits) that are intermittent and include those that are recurring. Provisions or (benefits) related to conversion of employee share-based awards are expected to occur every year and are considered recurring discrete tax items. For further information on the net discrete tax provisions (benefits), see “Supplemental Financial Information and Disclosures—Income Tax Matters” herein.

2. ROE and ROTCE represent annualized net income applicable to Morgan Stanley less preferred dividends as a percentage of average common equity and average tangible common equity, respectively. When excluding intermittent net discrete tax provisions (benefits), both the numerator and average denominator are adjusted.

3. The calculations used in determining our “ROE and ROTCE Targets” referred to in the following section are the Adjusted ROE and Adjusted ROTCE amounts shown in this table.

4. Pre-tax margin represents income from continuing operations before income taxes as a percentage of net revenues.

5. Average common equity and average tangible common equity for each business segment are determined using our Required Capital framework (see “Liquidity and Capital Resources—Regulatory Requirements—Attribution of Average Common Equity According to the Required Capital Framework” herein).

6. The calculation of ROE and ROTCE by segment uses net income applicable to Morgan Stanley by segment less preferred dividends allocated to each segment as a percentage of average common equity and average tangible common equity, respectively, allocated to each segment.

Return on Equity and Tangible Common Equity Targets

We have an ROE Target of 10% to 13% and an ROTCE Target of 11.5% to 14.5%.

Our ROE and ROTCE Targets are forward-looking statements that may be materially affected by many factors, including, among other things: macroeconomic and market conditions; legislative and regulatory developments; industry trading and investment banking volumes; equity market levels; interest rate environment; outsized legal expenses or penalties and the ability to maintain a reduced level of expenses; and capital levels. For further information on our ROE and ROTCE Targets and related assumptions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Return on Equity and Tangible Common Equity Targets” in the 2018 Form 10-K.

Business Segments

Substantially all of our operating revenues and operating expenses are directly attributable to our business segments. Certain revenues and expenses have been allocated to each business segment, generally in proportion to its respective net revenues, non-interest expenses or other relevant measures.

For an overview of the components of our business segments, net revenues, compensation expense and income taxes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments” in the 2018 Form 10-K.

With respect to Institutional Securities sales and trading activities, Commodities products and Other also includes Trading revenues from managing derivative counterparty credit risk on behalf of clients, in addition to results from the centralized management of our fixed income derivative counterparty exposures.

7 September 2019 Form 10-Q

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Management’s Discussion and Analysis

Institutional Securities

Income Statement Information

	Three Months Ended September 30,
$ in millions	2019			2018			% Change
Revenues
Investment banking	$	1,535		$	1,459		5	%
Trading	2,533			2,573			(2	)%
Investments	(18		)	96			(119	)%
Commissions and fees	643			589			9	%
Asset management	100			112			(11	)%
Other	51			244			(79	)%
Total non-interest revenues	4,844			5,073			(5	)%
Interest income	3,112			2,425			28	%
Interest expense	2,933			2,569			14	%
Net interest	179			(144		)	N/M
Net revenues	5,023			4,929			2	%
Compensation and benefits	1,768			1,626			9	%
Non-compensation expenses	1,948			1,747			12	%
Total non-interest expenses	3,716			3,373			10	%
Income from continuing operations before income taxes	1,307			1,556			(16	)%
Provision for income taxes	189			397			(52	)%
Income from continuing operations	1,118			1,159			(4	)%
Income (loss) from discontinued operations, net of income taxes	—			(3		)	100	%
Net income	1,118			1,156			(3	)%
Net income applicable to noncontrolling interests	45			36			25	%
Net income applicable to Morgan Stanley	$	1,073		$	1,120		(4	)%

	Nine Months Ended September 30,
$ in millions	2019		2018			% Change
Revenues
Investment banking	$	4,158	$	4,671		(11	)%
Trading	8,221		9,344			(12	)%
Investments	257		234			10	%
Commissions and fees	1,889		2,007			(6	)%
Asset management	310		324			(4	)%
Other	416		548			(24	)%
Total non-interest revenues	15,251		17,128			(11	)%
Interest income	9,457		6,424			47	%
Interest expense	9,376		6,809			38	%
Net interest	81		(385		)	121	%
Net revenues	15,332		16,743			(8	)%
Compensation and benefits	5,376		5,779			(7	)%
Non-compensation expenses	5,591		5,484			2	%
Total non-interest expenses	10,967		11,263			(3	)%
Income from continuing operations before income taxes	4,365		5,480			(20	)%
Provision for income taxes	703		1,169			(40	)%
Income from continuing operations	3,662		4,311			(15	)%
Income (loss) from discontinued operations, net of income taxes	—		(7		)	100	%
Net income	3,662		4,304			(15	)%
Net income applicable to noncontrolling interests	97		100			(3	)%
Net income applicable to Morgan Stanley	$	3,565	$	4,204		(15	)%

September 2019 Form 10-Q 8

Table of Contents
Management’s Discussion and Analysis

Investment Banking

Investment Banking Revenues

	Three Months Ended September 30,
$ in millions	2019		2018		% Change
Advisory	$	550	$	510	8	%
Underwriting:
Equity	401		441		(9	)%
Fixed income	584		508		15	%
Total Underwriting	985		949		4	%
Total Investment banking	$	1,535	$	1,459	5	%

	Nine Months Ended September 30,
$ in millions	2019		2018		% Change
Advisory	$	1,462	$	1,702	(14	)%
Underwriting:
Equity	1,286		1,403		(8	)%
Fixed income	1,410		1,566		(10	)%
Total Underwriting	2,696		2,969		(9	)%
Total Investment banking	$	4,158	$	4,671	(11	)%

Investment Banking Volumes

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in billions	2019		2018		2019		2018
Completed mergers and acquisitions1	$	214	$	170	$	580	$	674
Equity and equity-related offerings2, 3	17		15		47		52
Fixed income offerings2, 4	78		68		196		193

Source: Refinitiv (formerly Thomson Reuters Financial & Risk), data as of October 1, 2019. Transaction volumes may not be indicative of net revenues in a given period. In addition, transaction volumes for prior periods may vary from amounts previously reported due to the subsequent withdrawal, change in value, or change in timing of certain transactions.

1. Includes transactions of $100 million or more. Based on full credit to each of the advisors in a transaction.

2. Based on full credit for single book managers and equal credit for joint book managers.

3. Includes Rule 144A issuances and registered public offerings of common stock, convertible securities and rights offerings.

4. Includes Rule 144A and publicly registered issuances, non-convertible preferred stock, mortgage-backed and asset-backed securities, and taxable municipal debt. Excludes leveraged loans and self-led issuances.

Investment banking revenues of $1,535 million in the current quarter increased 5% from the prior year quarter, reflecting higher results in both our underwriting and advisory businesses. Investment banking revenues of $4,158 million in the current year period decreased 11% from the prior year period, reflecting lower results in both our underwriting and advisory businesses.

• Advisory revenues increased in the current quarter primarily reflecting higher volumes of completed M&A activity, partially offset by the effect of lower fee realizations. In the current year period revenues decreased primarily as a result of lower volumes of completed M&A activity.

• Equity underwriting revenues decreased in the current quarter primarily reflecting lower revenues in initial public offerings and follow-on offerings, partially offset by an increase in convertible issuances. In the current year period, overall volumes were lower, with revenues decreasing primarily in initial public offerings and convertible issuances, partially offset by an increase in secondary block share trades.

• Fixed income underwriting revenues increased in the current quarter primarily due to higher overall volumes, with higher revenues in non-investment grade bond and investment grade loan issuance fees. In the current year period, fixed income underwriting revenues decreased, primarily in non-investment grade loan issuance fees, reflecting lower loan market volumes.

See “Investment Banking Volumes” herein.

Sales and Trading Net Revenues

By Income Statement Line Item

	Three Months Ended September 30,
$ in millions	2019		2018			% Change
Trading	$	2,533	$	2,573		(2	)%
Commissions and fees	643		589			9	%
Asset management	100		112			(11	)%
Net interest	179		(144		)	N/M
Total	$	3,455	$	3,130		10	%

	Nine Months Ended September 30,
$ in millions	2019		2018			% Change
Trading	$	8,221	$	9,344		(12	)%
Commissions and fees	1,889		2,007			(6	)%
Asset Management	310		324			(4	)%
Net interest	81		(385		)	121	%
Total	$	10,501	$	11,290		(7	)%

9 September 2019 Form 10-Q

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Management’s Discussion and Analysis

By Business

	Three Months Ended September 30,
$ in millions	2019		2018			% Change
Equity	$	1,991	$	2,019		(1	)%
Fixed income	1,430		1,179			21	%
Other	34		(68		)	150	%
Total	$	3,455	$	3,130		10	%

	Nine Months Ended September 30,
$ in millions	2019		2018			% Change
Equity	$	6,136	$	7,047		(13	)%
Fixed income	4,273		4,441			(4	)%
Other	92		(198		)	146	%
Total	$	10,501	$	11,290		(7	)%

Sales and Trading Revenues—Equity and Fixed Income

	Three Months Ended September 30, 2019
					Net
$ in millions	Trading		Fees1		Interest2			Total
Financing	$	1,049	$	88	$	(90	)	$	1,047
Execution services	446		564		(66		)	944
Total Equity	$	1,495	$	652	$	(156	)	$	1,991
Total Fixed income	$	1,329	$	90	$	11		$	1,430

	Three Months Ended September 30, 2018
					Net
$ in millions	Trading		Fees1		Interest2			Total
Financing	$	1,097	$	99	$	(141	)	$	1,055
Execution services	554		524		(114		)	964
Total Equity	$	1,651	$	623	$	(255	)	$	2,019
Total Fixed income	$	1,189	$	78	$	(88	)	$	1,179

	Nine Months Ended September 30, 2019
					Net
$ in millions	Trading		Fees1		Interest2			Total
Financing	$	3,249	$	280	$	(500	)	$	3,029
Execution services	1,597		1,671		(161		)	3,107
Total Equity	$	4,846	$	1,951	$	(661	)	$	6,136
Total Fixed income	$	4,200	$	249	$	(176	)	$	4,273

	Nine Months Ended September 30, 2018
					Net
$ in millions	Trading		Fees1		Interest2			Total
Financing	$	3,704	$	295	$	(479	)	$	3,520
Execution services	2,006		1,793		(272		)	3,527
Total Equity	$	5,710	$	2,088	$	(751	)	$	7,047
Total Fixed income	$	4,203	$	244	$	(6	)	$	4,441

1. Includes Commissions and fees and Asset management revenues.

2. Includes funding costs, which are allocated to the businesses based on funding usage.

As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Net Revenues by Segment” in the 2018 Form 10-K, we manage each of the sales and trading businesses based on its aggregate net revenues. We provide qualitative commentary in the discussion of results that follow on the key drivers of period over period variances, as the quantitative impact of the various market dynamics typically cannot be disaggregated.

For additional information on total Trading revenues, see the table “Trading Revenues by Product Type” in Note 18 to the financial statements.

Sales and Trading Net Revenues during the Current Quarter

Equity

Equity sales and trading net revenues of $1,991 million in the current quarter were essentially unchanged compared to the prior year quarter.

• Financing remained consistent with the prior year quarter as lower Trading revenues were offset by higher Net interest revenues.

• Execution services was relatively unchanged from the prior year quarter, reflecting lower Trading revenues in derivatives products as a result of less favorable inventory management, partially offset by increased client activity. Higher Commissions and fees were driven by higher client activity in cash equities products.

Fixed Income

Fixed income net revenues of $1,430 million in the current quarter were 21% higher than the prior year quarter, primarily driven by higher results in credit products and commodities products and other, partially offset by lower results in global macro products.

• Global macro products revenues decreased in foreign exchange products, partially offset by an increase in rates products. Trading revenues were lower overall, reflecting unfavorable inventory management as a result of a decline in interest rates and movements in foreign exchange volatility, partially offset by higher levels of client activity, including structured transactions.

• Credit products Trading revenues increased primarily in securitized and corporate credit products due to improved inventory management and higher client activity.

• Commodities products and Other Trading revenues increased primarily due to gains from counterparty risk management.

September 2019 Form 10-Q 10

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Management’s Discussion and Analysis

Fixed income Net interest increased compared to the prior year quarter primarily reflecting changes in funding mix.

Other

• Other sales and trading revenues of $34 million in the current quarter increased from the prior year quarter reflecting changes in funding mix, higher gains on economic hedges related to certain of the Firm’s Borrowings and lower losses on hedges associated with corporate loans. Partially offsetting these increases was a decrease in the fair value of investments to which certain deferred compensation plans are referenced.

Sales and Trading Net Revenues during the Current Year Period

Equity

Equity sales and trading net revenues of $6,136 million in the current year period decreased 13% from the prior year period, reflecting lower results in both our financing and execution services businesses.

• Financing decreased from the prior year period, mainly due to lower average client balances and lower realized spreads, primarily reflected in lower Trading revenues.

• Execution services decreased from the prior year period, reflecting lower Trading revenues as a result of less favorable inventory management in derivatives products. In addition, Commission and fees decreased due to lower client activity in cash equities products.

Fixed Income

Fixed income net revenues of $4,273 million in the current year period were 4% lower than the prior year period, primarily driven by lower results in global macro products, offset by higher results in credit products.

• Global macro products Trading revenues decreased in both foreign exchange and rates products as a result of unfavorable inventory management as a result of a decline in interest rates and movements in foreign exchange volatility, partially offset by higher levels of client activity.

• Credit products Trading revenues increased primarily in corporate credit and securitized products due to improved inventory management and higher client activity.

• Commodities products and Other Trading revenues remained relatively unchanged as gains from counterparty risk management were offset by lower client activity in structured transactions within commodities products.

Fixed income Net interest decreased compared to the prior year period primarily reflecting changes in funding mix and lower net spreads in securitized products.

Other

• Other sales and trading revenues of $92 million in the current year period increased from the prior year period reflecting lower costs due to changes in funding mix and balance sheet composition and an increase in the in the fair value of investments to which certain deferred compensation plans are referenced, partially offset by higher losses on hedges associated with corporate loans.

Investments, Other Revenues, Non-interest Expenses, and Income Tax Items

Investments

• Net investment losses of $18 million in the current quarter were driven by mark-to-market losses on remaining holdings subsequent to certain investments' initial public offerings, compared with net investment gains of $96 million in the prior year quarter. In the current year period net investment gains of $257 million were higher compared to the prior year period, primarily as a result of realized gains associated with an investment's public offering in the current year period.

Other Revenues

• Other revenues of $51 million in the current quarter decreased from the prior year quarter, primarily as a result of mark-to-market losses on held for sale loans and an increase in the provision for loan losses. Other revenues of $416 million in the current year period decreased from the prior year period, primarily as a result of an increase in the provision for loan losses compared to the prior year period, which included the recovery of a previously charged off loan. Additionally, lower results from certain equity method investments were partially offset by higher mark-to-market gains on held-for-sale loans in the current year period.

Non-interest Expenses

Non-interest expenses of $3,716 million in the current quarter increased from the prior year quarter, reflecting a 9% increase in Compensation and benefits expenses and a 12% increase in Non-compensation expenses. Non-interest expenses of $10,967 million in the current year period decreased from the prior year period, reflecting a 7% decrease in Compensation and benefits expenses and a 2% increase in Non-compensation expenses.

• Compensation and benefits expenses increased in the current quarter primarily due to increases in discretionary incentive compensation driven by higher revenues as well as higher salaries, partially offset by a decrease in the fair value of

11 September 2019 Form 10-Q

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Management’s Discussion and Analysis

investments to which certain deferred compensation plans are referenced. Compensation and benefits expense decreased in the current year period, primarily due to decreases in discretionary incentive compensation driven by lower revenues, partially offset by higher salaries and an increase in the fair value of investments to which certain deferred compensation plans are referenced.

• Non-compensation expenses increased in the current quarter primarily due to higher litigation costs, volume-related expenses and investments in technology. In the current year period, Non-compensation expenses increased primarily due to investments in technology.

Income Tax Items

The current quarter and current year period included intermittent net discrete tax benefits of $67 million and $168 million, respectively. The prior year period included intermittent net discrete tax benefits of $88 million. For further information, see “Supplemental Financial Information and Disclosures—Income Tax Matters” herein.

September 2019 Form 10-Q 12

Table of Contents
Management’s Discussion and Analysis

Wealth Management

Income Statement Information

	Three Months Ended September 30,
$ in millions	2019		2018		% Change
Revenues
Investment banking	$	118	$	129	(9	)%
Trading	61		160		(62	)%
Commissions and fees	416		409		2	%
Asset management	2,639		2,573		3	%
Other	81		58		40	%
Total non-interest revenues	3,315		3,329		―%
Interest income	1,378		1,412		(2	)%
Interest expense	335		342		(2	)%
Net interest	1,043		1,070		(3	)%
Net revenues	4,358		4,399		(1	)%
Compensation and benefits	2,340		2,415		(3	)%
Non-compensation expenses	780		790		(1	)%
Total non-interest expenses	3,120		3,205		(3	)%
Income from continuing operations before income taxes	$	1,238	$	1,194	4	%
Provision for income taxes	276		281		(2	)%
Net income applicable to Morgan Stanley	$	962	$	913	5	%

	Nine Months Ended September 30,
$ in millions	2019		2018		% Change
Revenues
Investment banking	$	365	$	383	(5	)%
Trading	525		404		30	%
Investments	1		3		(67	)%
Commissions and fees	1,250		1,349		(7	)%
Asset management	7,544		7,582		(1	)%
Other	281		195		44	%
Total non-interest revenues	9,966		9,916		1	%
Interest income	4,139		4,012		3	%
Interest expense	950		830		14	%
Net interest	3,189		3,182		―%
Net revenues	13,155		13,098		―%
Compensation and benefits	7,184		7,221		(1	)%
Non-compensation expenses	2,302		2,366		(3	)%
Total non-interest expenses	9,486		9,587		(1	)%
Income from continuing operations before income taxes	$	3,669	$	3,511	5	%
Provision for income taxes	830		808		3	%
Net income applicable to Morgan Stanley	$	2,839	$	2,703	5	%

Financial Information and Statistical Data

	At September 30, 2019			At December 31, 2018
$ in billions, except employee data
Client assets	$	2,565		$	2,303
Fee-based client assets1	$	1,186		$	1,046
Fee-based client assets as a percentage of total client assets	46		%	45		%
Client liabilities2	$	86		$	83
Investment securities portfolio	$	69.8		$	68.6
Loans and lending commitments	$	88.3		$	82.9
Wealth Management representatives	15,553			15,694

	Three Months Ended September 30,
	2019		2018
Per representative:
Annualized revenues ($ in thousands)3	$	1,118	$	1,125
Client assets ($ in millions)4	$	165	$	159
Fee-based asset flows ($ in billions)5	$	15.5	$	16.2

	Nine Months Ended September 30,
	2019		2018
Per representative:
Annualized revenues ($ in thousands)3	$	1,121	$	1,114
Client assets ($ in millions)4	$	165	$	159
Fee-based asset flows ($ in billions)5	$	40.1	$	49.7

1. Fee-based client assets represent the amount of assets in client accounts where the fee for services is calculated based on those assets.

2. Client liabilities include securities-based and tailored lending, residential real estate loans and margin lending.

3. Revenues per representative equal Wealth Management’s annualized net revenues divided by the average number of representatives.

4. Client assets per representative equal total period-end client assets divided by period-end number of representatives.

5. For a description of the Inflows and Outflows included within Fee-based asset flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Wealth Management—Fee-Based Client Assets” in the 2018 Form 10-K. Excludes institutional cash management-related activity.

13 September 2019 Form 10-Q

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Management’s Discussion and Analysis

Transactional Revenues

	Three Months Ended September 30,
$ in millions	2019			2018			% Change
Investment banking	$	118		$	129		(9	)%
Trading	61			160			(62	)%
Commissions and fees	416			409			2	%
Total	$	595		$	698		(15	)%
Transactional revenues as a % of Net revenues	14		%	16		%

	Nine Months Ended September 30,
$ in millions	2019			2018			% Change
Investment banking	$	365		$	383		(5	)%
Trading	525			404			30	%
Commissions and fees	1,250			1,349			(7	)%
Total	$	2,140		$	2,136		N/M
Transactional revenues as a % of Net revenues	16		%	16		%

Net Revenues

Transactional Revenues

Transactional revenues of $595 million in the current quarter decreased 15% from the prior year quarter primarily as a result of lower Trading revenues. Transactional revenues of $2,140 million in the current year period were relatively unchanged from the prior year period as a result of higher Trading revenues, offset by lower Commissions and fees.

• Investment banking revenues decreased in the current year periods, with lower revenues from structured product issuances, partially offset by higher revenues from closed-end fund issuances.

• Trading revenues decreased in the current quarter primarily due to losses related to investments associated with certain employee deferred compensation plans. In the current year period, Trading revenues increased primarily due to higher gains in these investments.

• Commissions and fees in the current quarter remained relatively unchanged. In the current year period, Commissions and fees decreased primarily due to changes in the mix of client activity in equities.

Asset Management

Asset management revenues of $2,639 million in the current quarter increased 3% from the prior year quarter primarily due to higher fee-based assets levels at the beginning of the current quarter due to market appreciation and positive net flows, partially offset by lower average fee rates predominantly driven by shifts in the mix of fee-based client assets and lower mutual fund distribution fees.

Asset management revenues of $7,544 million in the current year period decreased 1% from the prior year period primarily due to lower average fee rates predominantly driven by shifts in the mix of fee-based client assets and lower mutual fund distribution fees, partially offset by the effect of positive net flows.

See “Fee-Based Client Assets—Rollforwards” herein.

Other

Other revenues of $81 million in the current quarter and $281 million in the current year period increased 40% and 44%, respectively, from the prior year periods, primarily due to higher realized gains from the AFS securities portfolio.

Net Interest

Net interest of $1,043 million in the current quarter decreased due to changes in our funding mix, partially offset by higher balances of and higher interest rates on Investment securities and Loans.

Net interest of $3,189 million in the current year period was marginally higher than prior year period. The impact of higher interest rates on and higher balances of Investment securities and Loans was partially offset by changes in our funding mix and higher prepayment amortization expense related to mortgage-backed securities.

In addition, we centralized certain internal treasury activities as of January 1, 2019, which partially offset Interest income and Interest expense compared with the prior year periods. This impact is expected to continue in future periods. The effect on Net interest income was not significant in the current quarter or the current year period, nor is it expected to be for the full year 2019.

Non-interest Expenses

Non-interest expenses of $3,120 million in the current quarter decreased from the prior year quarter primarily as a result of Compensation and benefits expenses. Non-interest expenses of $9,486 million in the current year period decreased from the prior year period primarily as a result of Non-compensation expenses.

• Compensation and benefits expenses decreased in the current quarter reflecting decreases in the fair value of investments to which certain deferred compensation plans are referenced and the roll-off of certain acquisition-related employee retention loans, partially offset by higher salaries and the formulaic payout to Wealth Management representatives driven by the mix of revenues. Compensation and benefits expenses decreased in the current year period reflecting the roll-off of certain acquisition-related employee retention loans and a lower formulaic payout to Wealth

September 2019 Form 10-Q 14

Table of Contents
Management’s Discussion and Analysis

Management representatives driven by the mix of revenues, partially offset by higher salaries and increases in the fair value of investments to which certain deferred compensation plans are referenced.

• Non-compensation expenses decreased in the current quarter and current year period primarily as a result of lower professional services expenses. In addition, in the current year period, Non-compensation expenses decreased as a result of lower deposit insurance expense.

Fee-Based Client Assets

Rollforwards

$ in billions	At June 30, 2019		Inflows		Outflows			Market Impact		At September 30, 2019
Separately managed1	$	296	$	15	$	(5	)	$	6	$	312
Unified managed2	292		12		(10		)	1		295
Advisor	149		7		(8		)	—		148
Portfolio manager	400		19		(14		)	2		407
Subtotal	$	1,137	$	53	$	(37	)	$	9	$	1,162
Cash management	22		4		(3		)	1		24
Total fee-based client assets	$	1,159	$	57	$	(40	)	$	10	$	1,186

$ in billions	At June 30, 2018		Inflows		Outflows			Market Impact			At September 30, 2018
Separately managed1	$	267	$	14	$	(6	)	$	(3	)	$	272
Unified managed2	279		12		(9		)	5			287
Advisor	149		7		(8		)	5			153
Portfolio manager	367		18		(12		)	13			386
Subtotal	$	1,062	$	51	$	(35	)	$	20		$	1,098
Cash management	22		4		(4		)	—			22
Total fee-based client assets	$	1,084	$	55	$	(39	)	$	20		$	1,120

$ in billions	At December 31, 2018		Inflows		Outflows			Market Impact		At September 30, 2019
Separately managed1	$	279	$	38	$	(15	)	$	10	$	312
Unified managed2	257		35		(30		)	33		295
Advisor	137		20		(24		)	15		148
Portfolio manager	353		54		(38		)	38		407
Subtotal	$	1,026	$	147	$	(107	)	$	96	$	1,162
Cash management	20		12		(12		)	4		24
Total fee-based client assets	$	1,046	$	159	$	(119	)	$	100	$	1,186

$ in billions	At December 31, 2017		Inflows		Outflows			Market Impact		At September 30, 2018
Separately managed1	$	252	$	30	$	(15	)	$	5	$	272
Unified managed2	271		36		(25		)	5		287
Advisor	149		22		(22		)	4		153
Portfolio manager	353		55		(31		)	9		386
Subtotal	$	1,025	$	143	$	(93	)	$	23	$	1,098
Cash management	20		14		(12		)	—		22
Total fee-based client assets	$	1,045	$	157	$	(105	)	$	23	$	1,120

Average Fee Rates³ 

	Three Months Ended September 30,		Nine Months Ended September 30,
Fee rate in bps	2019	2018	2019	2018
Separately managed	15	15	15	16
Unified managed2	99	98	100	99
Advisor	86	84	87	84
Portfolio manager	96	95	95	95
Subtotal	74	75	74	76
Cash management	6	6	6	6
Total fee-based client assets	73	74	73	74

1. Includes non-custody account values reflecting prior quarter-end balances due to a lag in the reporting of asset values by third-party custodians.

2. Includes Mutual fund advisory accounts. Prior periods have been recast to conform to the current presentation.

3. The calculation of average fee rates was changed in the current year period to more closely align with the recognition of the related fee revenue. Prior period rates were not changed due to immateriality.

For a description of fee-based client assets and rollforward items in the previous tables, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Wealth Management—Fee-Based Client Assets” in the 2018 Form 10-K.

15 September 2019 Form 10-Q

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Management’s Discussion and Analysis

Investment Management

Income Statement Information

	Three Months Ended September 30,
$ in millions	2019			2018			% Change
Revenues
Investment banking	$	—		$	—		―%
Trading	2			2			―%
Investments	105			40			163	%
Commissions and fees	1			—			N/M
Asset management	664			604			10	%
Other	—			(3		)	100	%
Total non-interest revenues	772			643			20	%
Interest income	4			19			(79	)%
Interest expense	12			9			33	%
Net interest	(8		)	10			(180	)%
Net revenues	764			653			17	%
Compensation and benefits	319			269			19	%
Non-compensation expenses	280			282			(1	)%
Total non-interest expenses	599			551			9	%
Income from continuing operations before income taxes	$	165		$	102		62	%
Provision for income taxes	27			18			50	%
Income from continuing operations	138			84			64	%
Income (loss) from discontinued operations, net of income taxes	—			2			(100	)%
Net income	138			86			60	%
Net income applicable to noncontrolling interests	—			6			(100	)%
Net income applicable to Morgan Stanley	$	138		$	80		73	%

	Nine Months Ended September 30,
$ in millions	2019			2018		% Change
Revenues
Investment banking	$	(1	)	$	—	N/M
Trading	(2		)	23		(109	)%
Investments	543			172		N/M
Commissions and fees	1			—		N/M
Asset management	1,893			1,840		3	%
Other	(6		)	10		(160	)%
Total non-interest revenues	2,428			2,045		19	%
Interest income	14			37		(62	)%
Interest expense	35			20		75	%
Net interest	(21		)	17		N/M
Net revenues	2,407			2,062		17	%
Compensation and benefits	1,049			845		24	%
Non-compensation expenses	820			827		(1	)%
Total non-interest expenses	1,869			1,672		12	%
Income from continuing operations before income taxes	$	538		$	390	38	%
Provision for income taxes	104			73		42	%
Income from continuing operations	434			317		37	%
Income (loss) from discontinued operations, net of income taxes	—			2		(100	)%
Net income	434			319		36	%
Net income applicable to noncontrolling interests	32			8		N/M
Net income applicable to Morgan Stanley	$	402		$	311	29	%

Net Revenues

Investments

Investments gains of $105 million in the current quarter and $543 million in the current year period compared with $40 million and $172 million, respectively, in the prior year periods. The increase in the current quarter reflects higher carried interest from Asia private equity and multi-manager private equity funds. The increase in the current year period reflects higher carried interest and investment gains from Asia private equity, infrastructure and real estate funds.

Asset Management

Asset management revenues of $664 million in the current quarter and $1,893 million in the current year period increased 10% and 3%, respectively, from the prior year periods primarily as a result of higher average AUM and the recognition of performance fees in the current quarter related to the monetization of a client asset.

See “Assets Under Management or Supervision” herein.

September 2019 Form 10-Q 16

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Management’s Discussion and Analysis

Non-interest Expenses

Non-interest expenses of $599 million in the current quarter and $1,869 million in the current year period increased 9% and 12%, respectively, from the prior year periods primarily as a result of increased Compensation and benefits expenses.

• Compensation and benefits expenses increased in the current quarter and current year period primarily due to higher deferred compensation associated with carried interest.

• Non-compensation expenses in the current quarter and current year period were relatively unchanged from the prior year periods.

Assets Under Management or Supervision

Rollforwards

$ in billions	At June 30, 2019		Inflows		Outflows			Market Impact			Other			At September 30, 2019
Equity	$	128	$	10	$	(8	)	$	(4	)	$	—		$	126
Fixed income	71		6		(4		)	2			(1		)	74
Alternative/Other	135		5		(4		)	2			(3		)	135
Long-term AUM subtotal	334		21		(16		)	—			(4		)	335
Liquidity	163		311		(301		)	(1		)	—			172
Total AUM	$	497	$	332	$	(317	)	$	(1	)	$	(4	)	$	507
Shares of minority stake assets	6													6

$ in billions	At June 30, 2018		Inflows		Outflows			Market Impact		Other			At September 30, 2018
Equity	$	114	$	10	$	(9	)	$	3	$	(1	)	$	117
Fixed income	69		6		(4		)	—		—			71
Alternative/Other	132		5		(4		)	1		(1		)	133
Long-term AUM subtotal	315		21		(17		)	4		(2		)	321
Liquidity	159		313		(322		)	1		(1		)	150
Total AUM	$	474	$	334	$	(339	)	$	5	$	(3	)	$	471
Shares of minority stake assets	7												7

$ in billions	At December 31, 2018		Inflows		Outflows			Market Impact		Other			At September 30, 2019
Equity	$	103	$	28	$	(23	)	$	18	$	—		$	126
Fixed income	68		17		(15		)	5		(1		)	74
Alternative/Other	128		17		(14		)	8		(4		)	135
Long-term AUM subtotal	299		62		(52		)	31		(5		)	335
Liquidity	164		965		(956		)	1		(2		)	172
Total AUM	$	463	$	1,027	$	(1,008	)	$	32	$	(7	)	$	507
Shares of minority stake assets	7												6

$ in billions	At December 31, 2017		Inflows		Outflows			Market Impact			Other1			At September 30, 2018
Equity	$	105	$	30	$	(23	)	$	6		$	(1	)	$	117
Fixed income	73		20		(20		)	(1		)	(1		)	71
Alternative/Other	128		16		(13		)	2			—			133
Long-term AUM subtotal	306		66		(56		)	7			(2		)	321
Liquidity	176		1,013		(1,039		)	2			(2		)	150
Total AUM	$	482	$	1,079	$	(1,095	)	$	9		$	(4	)	$	471
Shares of minority stake assets	7													7

1. Includes the impact of the Mesa West Capital, LLC acquisition.

Average AUM

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in billions	2019		2018		2019		2018
Equity	$	127	$	116	$	120	$	112
Fixed income	73		70		70		72
Alternative/Other	135		133		133		131
Long-term AUM subtotal	335		319		323		315
Liquidity	169		153		166		159
Total AUM	$	504	472		$	489	474
Shares of minority stake assets	6		7		6		7

Average Fee Rates

	Three Months Ended September 30,		Nine Months Ended September 30,
Fee rate in bps	2019	2018	2019	2018
Equity	76	76	76	76
Fixed income	32	33	32	34
Alternative/Other	62	65	65	67
Long-term AUM	61	62	62	62
Liquidity	17	17	17	18
Total AUM	46	47	47	47

For a description of the asset classes and rollforward items in the previous tables, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Investment Management—Assets Under Management or Supervision” in the 2018 Form 10-K.

17 September 2019 Form 10-Q

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Management’s Discussion and Analysis

Supplemental Financial Information and

Disclosures

Income Tax Matters

Effective Tax Rate from Continuing Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
U.S. GAAP	18.2		%	24.4		%	19.1		%	21.9		%
Adjusted effective income tax rate—non-GAAP1	21.4		%	24.6		%	21.3		%	22.8		%
Net discrete tax provisions/(benefits)
Recurring2	$	—		$	—		$	(127	)	$	(164	)
Intermittent3	$	(89	)	$	(4	)	$	(190	)	$	(92	)

1. The adjusted effective income tax rate is a non-GAAP measure that excludes net discrete tax provisions (benefits) that are intermittent and includes those that are recurring ("Recurring"). For further information on non-GAAP measures, see “Selected Non-GAAP Financial Information” herein.

2. Provisions or (benefits) related to conversion of employee share-based awards are expected to occur every year and are considered Recurring discrete tax items.

3. Includes all tax provisions (benefits) that have been determined to be discrete, other than Recurring items as defined above.

The current quarter included intermittent net discrete tax benefits primarily associated with the filing of the 2018 federal tax return and the remeasurement of reserves and related interest due to new information with regard to multi-jurisdiction tax examinations. The current year period and prior year period included intermittent net discrete tax benefits primarily associated with the remeasurement of reserves and related interest due to new information with regard to multi-jurisdiction tax examinations and other matters. See Note 17 to the financial statements for further information.

U.S. Bank Subsidiaries

Our U.S. bank subsidiaries, Morgan Stanley Bank N.A. (“MSBNA”) and Morgan Stanley Private Bank, National Association (“MSPBNA”) (collectively, “U.S. Bank Subsidiaries”) accept deposit accounts, provide loans to a variety of customers, from large corporate and institutional clients to high net worth individuals, and invest in securities. The lending activities in the Institutional Securities business segment primarily include loans and lending commitments to corporate clients. The lending activities in the Wealth Management business segment primarily include securities-based lending, which allows clients to borrow money against the value of qualifying securities, and residential real estate loans.

We expect our lending activities to continue to grow through further market penetration of our client base. For a further discussion of our credit risks, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk.” For a further discussion

about loans and lending commitments, see Notes 7 and 11 to the financial statements.

U.S. Bank Subsidiaries’ Supplemental Financial Information¹ 

$ in billions	At September 30, 2019		At December 31, 2018
Assets	$	211.0	$	216.9
Investment securities portfolio:
Investment securities—AFS	44.0		45.5
Investment securities—HTM	26.7		23.7
Total investment securities	$	70.7	$	69.2
Deposits2	$	179.6	$	187.1
Wealth Management Loans
Securities-based lending and other3	$	47.4	$	44.7
Residential real estate	29.2		27.5
Total	$	76.6	$	72.2
Institutional Securities Loans4
Corporate5:
Corporate relationship and event-driven lending	$	6.9	$	7.4
Secured lending facilities	25.0		17.5
Securities-based lending and other	5.7		6.0
Commercial and residential real estate	9.8		10.5
Total	$	47.4	$	41.4

1. Amounts exclude transactions between the bank subsidiaries, as well as deposits from the Parent Company and affiliates.

2. For further information on deposits, see “Liquidity and Capital Resources—Funding Management—Unsecured Financing” herein.

3. Other loans primarily include tailored lending.

4. Prior periods have been conformed to the current presentation.

5. For a further discussion of corporate loans in the Institutional Securities business segment, see “Credit Risk—Institutional Securities Corporate Loans” herein.

Accounting Development Updates

The Financial Accounting Standards Board has issued certain accounting updates that apply to us. Accounting updates not listed below were assessed and either determined to be not applicable or are not expected to have a significant impact on our financial statements.

The following accounting update is currently being evaluated to determine the ultimate impact of adoption:

• Financial Instruments–Credit Losses. This accounting update impacts the impairment model for certain financial assets measured at amortized cost by requiring a CECL methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. CECL will replace the loss model currently applicable to loans held for investment, HTM securities and

September 2019 Form 10-Q 18

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Management’s Discussion and Analysis

other receivables carried at amortized cost, such as employee loans.

The update also eliminates the concept of other-than-temporary impairment for AFS securities. Impairments on AFS securities will be required to be recognized in earnings through an allowance when the fair value is less than amortized cost and a credit loss exists or the securities are expected to be sold before recovery of amortized cost.

For certain portfolios, we have determined that there are no expected credit losses, for example based on collateral arrangements for lending and financing transactions such as Securities borrowed, Securities purchased under agreements to resell and certain other portfolios. Also, we have a zero loss expectation for certain financial assets based on the credit quality of the borrower or issuer such as U.S. government and agency securities.

We expect the following portfolios to be primarily impacted: employee loans, commercial real estate, corporate and residential real estate. The models we expect to use for these portfolios upon adoption have been validated and approved for use, and during 2019 we are performing the CECL process quarterly in preparation for adoption on January 1, 2020. Based on preliminary analyses and estimates, we do not expect that the increase in the allowance for credit losses, resulting from the adoption of this standard, will be significant to our financial statements. The ultimate impact will depend upon a number of factors, including macroeconomic conditions, forecasts, and our portfolios at the adoption date.

Critical Accounting Policies

Our financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions (see Note 1 to the financial statements). We believe that of our significant accounting policies (see Note 2 to the financial statements in the 2018 Form 10-K and Note 2 to the financial statements), the fair value, goodwill and intangible assets, legal and regulatory contingencies and income taxes policies involve a higher degree of judgment and complexity. For a further discussion about our critical accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in the 2018 Form 10-K.

Liquidity and Capital Resources

Senior management, with oversight by the Asset/Liability Management Committee and the Board of Directors (“Board”), establishes and maintains our liquidity and capital policies. Through various risk and control committees, senior management reviews business performance relative to these policies, monitors the availability of alternative sources of financing, and oversees the liquidity, interest rate and currency sensitivity of our asset and liability position. Our Treasury department, Firm Risk Committee, Asset/Liability Management Committee, and other committees and control groups assist in evaluating, monitoring and controlling the impact that our business activities have on our balance sheet, liquidity and capital structure. Liquidity and capital matters are reported regularly to the Board and the Risk Committee of the Board.

Balance Sheet

We monitor and evaluate the composition and size of our balance sheet on a regular basis. Our balance sheet management process includes quarterly planning, business-specific thresholds, monitoring of business-specific usage versus key performance metrics and new business impact assessments.

We establish balance sheet thresholds at the consolidated and business segment levels. We monitor balance sheet utilization and review variances resulting from business activity and market fluctuations. On a regular basis, we review current performance versus established thresholds and assess the need to re-allocate our balance sheet based on business unit needs. We also monitor key metrics, including asset and liability size and capital usage.

Total Assets by Business Segment

	At September 30, 2019
$ in millions	IS		WM		IM		Total
Assets
Cash and cash equivalents1	$	68,089	$	11,453	$	114	$	79,656
Trading assets at fair value	274,602		54		2,767		277,423
Investment securities	36,020		69,770		—		105,790
Securities purchased under agreements to resell	86,177		7,190		—		93,367
Securities borrowed	132,123		278		—		132,401
Customer and other receivables	44,036		14,830		648		59,514
Loans, net of allowance2	48,952		76,565		5		125,522
Other assets3	13,869		13,073		1,989		28,931
Total assets	$	703,868	$	193,213	$	5,523	$	902,604

19 September 2019 Form 10-Q

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Management’s Discussion and Analysis

	At December 31, 2018
$ in millions	IS		WM		IM		Total
Assets
Cash and cash equivalents1	$	69,526	$	17,621	$	49	$	87,196
Trading assets at fair value	263,870		60		2,369		266,299
Investment securities	23,273		68,559		—		91,832
Securities purchased under agreements to resell	80,660		17,862		—		98,522
Securities borrowed	116,207		106		—		116,313
Customer and other receivables	35,777		16,865		656		53,298
Loans, net of allowance2	43,380		72,194		5		115,579
Other assets3	13,734		9,125		1,633		24,492
Total assets	$	646,427	$	202,392	$	4,712	$	853,531

IS—Institutional Securities

WM—Wealth Management

IM—Investment Management

1. Cash and cash equivalents includes Cash and due from banks, Interest bearing deposits with banks and Restricted cash.

2. Amounts include loans held for investment (net of allowance) and loans held for sale but exclude loans at fair value, which are included in Trading assets in the balance sheets (see Note 7 to the financial statements).

3. Other assets primarily includes Goodwill and Intangible assets, premises, equipment and software, ROU assets related to leases, other investments, and deferred tax assets.

A substantial portion of total assets consists of liquid marketable securities and short-term receivables arising principally from sales and trading activities in the Institutional Securities business segment. Total assets increased to $903 billion at September 30, 2019 from $854 billion at December 31, 2018, driven by the Institutional Securities business segment. Within Institutional Securities, the primary increases were: Securities borrowed, due to higher period-end client balances within Equity Financing; Investment securities, primarily U.S. Treasuries; Trading assets, primarily other sovereign government obligations and derivatives; and Loan balances. Wealth Management assets were lower primarily due to decreased Securities purchased under agreements to resell as a result of lower Deposits, partially offset by increased Loan balances.

Liquidity Risk Management Framework

The core components of our Liquidity Risk Management Framework are the Required Liquidity Framework, Liquidity Stress Tests and the GLR, which support our target liquidity profile. For a further discussion about the Firm’s Required Liquidity Framework and Liquidity Stress Tests, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Risk Management Framework” in the 2018 Form 10-K.

At September 30, 2019 and December 31, 2018, we maintained sufficient liquidity to meet current and contingent funding obligations as modeled in our Liquidity Stress Tests.

Global Liquidity Reserve

We maintain sufficient liquidity reserves to cover daily funding needs and to meet strategic liquidity targets sized by the Required Liquidity Framework and Liquidity Stress Tests. For a further discussion of our GLR, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Risk Management Framework—Global Liquidity Reserve” in the 2018 Form 10-K. For further information on regulatory developments that may impact our GLR, see "Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments" herein.

GLR by Type of Investment

$ in millions	At September 30, 2019		At December 31, 2018
Cash deposits with banks1	$	12,026	$	10,441
Cash deposits with central banks1	32,177		36,109
Unencumbered highly liquid securities:
U.S. government obligations	102,083		119,138
U.S. agency and agency mortgage-backed securities	47,568		41,473
Non-U.S. sovereign obligations2	30,317		39,869
Other investment grade securities	2,752		2,705
Total	$	226,923	$	249,735

1. Included in Cash and due from banks and Interest bearing deposits with banks in the balance sheets.

2. Primarily composed of unencumbered Japanese, U.K., French, German and Brazilian government obligations.

GLR Managed by Bank and Non-Bank Legal Entities

$ in millions	At September 30, 2019		At December 31, 2018		Average Daily Balance Three Months Ended September 30, 2019
Bank legal entities
Domestic	$	74,227	$	88,809	$	75,436
Foreign	5,412		4,896		5,163
Total Bank legal entities	79,639		93,705		80,599
Non-Bank legal entities
Domestic:
Parent Company	57,882		64,262		58,023
Non-Parent Company	32,121		40,936		34,210
Total Domestic	90,003		105,198		92,233
Foreign	57,281		50,832		54,202
Total Non-Bank legal entities	147,284		156,030		146,435
Total	$	226,923	$	249,735	$	227,034

GLR may fluctuate from period to period based on the overall size and composition of our balance sheet, the maturity profile of our unsecured debt and estimates of funding needs in a stressed environment, among other factors.

September 2019 Form 10-Q 20

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Management’s Discussion and Analysis

Regulatory Liquidity Framework

Liquidity Coverage Ratio

We and our U.S. Bank Subsidiaries are subject to LCR requirements, including a requirement to calculate each entity’s LCR on each business day. The requirements are designed to ensure that banking organizations have sufficient HQLA to cover net cash outflows arising from significant stress over 30 calendar days, thus promoting the short-term resilience of the liquidity risk profile of banking organizations.

The regulatory definition of HQLA is substantially the same as our GLR, with the primary difference being the treatment of certain cash balances and unencumbered securities.

As of September 30, 2019, we and our U.S. Bank Subsidiaries are compliant with the minimum required LCR of 100%. For further information on regulatory developments that may impact our LCR, see "Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments" herein.

HQLA by Type of Asset and LCR

	Average Daily Balance Three Months Ended
$ in millions	September 30, 2019			June 30, 2019
HQLA
Cash deposits with central banks	$	33,053		$	32,552
Securities1	141,806			141,613
Total	$	174,859		$	174,165
LCR	140		%	154		%

1. Primarily includes U.S. Treasuries, U.S. agency mortgage-backed securities, sovereign bonds and investment grade corporate bonds.

The decrease in the LCR in the current quarter is primarily due to higher net outflows related to derivatives and lending commitments.

Net Stable Funding Ratio

The Basel Committee on Banking Supervision (“Basel Committee”) has previously finalized the NSFR framework. In 2016, the U.S. banking agencies issued a proposal to implement the NSFR in the U.S.; however, a final rule has not yet been issued. For an additional discussion of the NSFR, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Liquidity Framework—Net Stable Funding Ratio” in the 2018 Form 10-K.

Funding Management

We manage our funding in a manner that reduces the risk of disruption to our operations. We pursue a strategy of diversification of secured and unsecured funding sources (by product, investor and region) and attempt to ensure that the

tenor of our liabilities equals or exceeds the expected holding period of the assets being financed.

We fund our balance sheet on a global basis through diverse sources. These sources include our equity capital, borrowings, securities sold under agreements to repurchase, securities lending, deposits, letters of credit and lines of credit. We have active financing programs for both standard and structured products targeting global investors and currencies.

Secured Financing

For a discussion of our secured financing activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding Management—Secured Financing” in the 2018 Form 10-K.

Collateralized Financing Transactions

$ in millions	At September 30, 2019		At December 31, 2018
Securities purchased under agreements to resell and Securities borrowed	$	225,768	$	214,835
Securities sold under agreements to repurchase and Securities loaned	$	69,153	$	61,667
Securities received as collateral1	$	7,785	$	7,668

	Average Daily Balance Three Months Ended
$ in millions	September 30, 2019		December 31, 2018
Securities purchased under agreements to resell and Securities borrowed	$	223,449	$	213,974
Securities sold under agreements to repurchase and Securities loaned	$	66,446	$	57,677

1. Securities received as collateral are included in Trading assets in the balance sheets.

See Note 2 to the financial statements in the 2018 Form 10-K and Note 6 to the financial statements for more details on collateralized financing transactions.

In addition to the collateralized financing transactions shown in the previous table, we engage in financing transactions collateralized by customer-owned securities, which are segregated in accordance with regulatory requirements. Receivables under these financing transactions, primarily margin loans, are included in Customer and other receivables in the balance sheets, and payables under these financing transactions, primarily to prime brokerage customers, are included in Customer and other payables in the balance sheets. Our risk exposure on these transactions is mitigated by collateral maintenance policies, which limit our credit exposure to customers and liquidity reserves held against this risk exposure.

21 September 2019 Form 10-Q

Table of Contents
Management’s Discussion and Analysis

Unsecured Financing

For a discussion of our unsecured financing activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding Management—Unsecured Financing” in the 2018 Form 10-K.

Deposits

$ in millions	At September 30, 2019		At December 31, 2018
Savings and demand deposits:
Brokerage sweep deposits1	$	116,649	$	141,255
Savings and other	24,695		13,642
Total Savings and demand deposits	141,344		154,897
Time deposits	39,394		32,923
Total	$	180,738	$	187,820

1. Amounts represent balances swept from client brokerage accounts.

Deposits are primarily sourced from our Wealth Management clients and are considered to have stable, low-cost funding characteristics. Total deposits at September 30, 2019 decreased compared with December 31, 2018, primarily driven by a reduction in Brokerage sweep deposits due to client redeployment of cash into investments and client tax payments, partially offset by higher savings and time deposits.

Borrowings by Remaining Maturity at September 30, 2019¹ 

$ in millions	Parent Company		Subsidiaries		Total
Original maturities of one year or less	$	—	$	1,297	$	1,297
Original maturities greater than one year
2019	$	3,224	$	1,724	$	4,948
2020	15,942		4,853		20,795
2021	21,310		4,261		25,571
2022	15,983		3,173		19,156
2023	11,766		2,779		14,545
Thereafter	83,535		23,812		107,347
Total	$	151,760	$	40,602	$	192,362
Total Borrowings	$	151,760	$	41,899	$	193,659
Maturities over next 12 months2					$	23,498

1. Original maturity in the table is generally based on contractual final maturity. For borrowings with put options, remaining maturity represents the earliest put date.

2. Includes only borrowings with original maturities greater than one year.

Borrowings of $193,659 million as of September 30, 2019 increased modestly when compared with $189,662 million at December 31, 2018.

We believe that accessing debt investors through multiple distribution channels helps provide consistent access to the unsecured markets. In addition, the issuance of borrowings with original maturities greater than one year allows us to reduce reliance on short-term credit sensitive instruments.

Borrowings with original maturities greater than one year are generally managed to achieve staggered maturities, thereby mitigating refinancing risk, and to maximize investor diversification through sales to global institutional and retail clients across regions, currencies and product types.

The availability and cost of financing to us can vary depending on market conditions, the volume of certain trading and lending activities, our credit ratings and the overall availability of credit. We also engage in, and may continue to engage in, repurchases of our borrowings in the ordinary course of business.

For further information on Borrowings, see Note 10 to the financial statements.

Credit Ratings

We rely on external sources to finance a significant portion of our daily operations. The cost and availability of financing generally are impacted by our credit ratings, among other things. In addition, our credit ratings can have an impact on certain trading revenues, particularly in those businesses where longer-term counterparty performance is a key consideration, such as OTC derivative transactions, including credit derivatives and interest rate swaps. When determining credit ratings, rating agencies consider company-specific factors, other industry factors such as regulatory or legislative changes and the macroeconomic environment, among other things.

Our credit ratings do not include any uplift from perceived government support from any rating agency given the significant progress of U.S. financial reform legislation and regulations. Some rating agencies have stated that they currently incorporate various degrees of credit rating uplift from non-governmental third-party sources of potential support.

Parent Company and U.S. Bank Subsidiaries' Senior Unsecured Ratings at October 31, 2019

	Parent Company
	Short-Term Debt	Long-Term Debt	Rating Outlook
DBRS, Inc.	R-1 (middle)	A (high)	Stable
Fitch Ratings, Inc.	F1	A	Stable
Moody’s Investors Service, Inc.	P-2	A3	Stable
Rating and Investment Information, Inc.	a-1	A-	Positive
S&P Global Ratings	A-2	BBB+	Stable

	MSBNA
	Short-Term Debt	Long-Term Debt	Rating Outlook
Fitch Ratings, Inc.	F1	A+	Stable
Moody’s Investors Service, Inc.	P-1	A1	Stable
S&P Global Ratings	A-1	A+	Stable

September 2019 Form 10-Q 22

Table of Contents
Management’s Discussion and Analysis

	MSPBNA
	Short-Term Debt	Long-Term Debt	Rating Outlook
Moody’s Investors Service, Inc.	P-1	A1	Stable
S&P Global Ratings	A-1	A+	Stable

Incremental Collateral or Terminating Payments

In connection with certain OTC derivatives and certain other agreements where we are a liquidity provider to certain financing vehicles associated with the Institutional Securities business segment, we may be required to provide additional collateral, immediately settle any outstanding liability balances with certain counterparties or pledge additional collateral to certain clearing organizations in the event of a future credit rating downgrade irrespective of whether we are in a net asset or net liability position. See Note 4 to the financial statements for additional information on OTC derivatives that contain such contingent features.

While certain aspects of a credit rating downgrade are quantifiable pursuant to contractual provisions, the impact it would have on our business and results of operations in future periods is inherently uncertain and would depend on a number of interrelated factors, including, among other things, the magnitude of the downgrade, the rating relative to peers, the rating assigned by the relevant agency pre-downgrade, individual client behavior and future mitigating actions we might take. The liquidity impact of additional collateral requirements is included in our Liquidity Stress Tests.

Capital Management

We view capital as an important source of financial strength and actively manage our consolidated capital position based upon, among other things, business opportunities, risks, capital availability and rates of return together with internal capital policies, regulatory requirements and rating agency guidelines. In the future, we may expand or contract our capital base to address the changing needs of our businesses.

Common Stock Repurchases

	Three Months Ended September 30,				Nine Months Ended September 30,
in millions, except for per share data	2019		2018		2019		2018
Number of shares	36		24		90		70
Average price per share	$	41.92	$	49.33	$	42.77	$	52.51
Total	$	1,500	$	1,180	$	3,860	$	3,680

For further information on our common stock repurchases, see Note 14 to the financial statements.

For a description of our capital plan, see “Liquidity and Capital Resources—Regulatory Requirements—Capital Plans and Stress Tests.”

Common Stock Dividend Announcement

Announcement date	October 17, 2019
Amount per share		$0.35
Date to be paid	November 15, 2019
Shareholders of record as of	October 31, 2019

Preferred Stock Dividend Announcement

Announcement date	September 16, 2019
Date paid	October 15, 2019
Shareholders of record as of	September 30, 2019

For additional information on common and preferred stock, see Note 14 to the financial statements.

Off-Balance Sheet Arrangements and Contractual Obligations

Off-Balance Sheet Arrangements

We enter into various off-balance sheet arrangements, including through unconsolidated SPEs and lending-related financial instruments (e.g., guarantees and commitments), primarily in connection with the Institutional Securities and Investment Management business segments.

We utilize SPEs primarily in connection with securitization activities. For information on our securitization activities, see Note 12 to the financial statements.

For information on our commitments, obligations under certain guarantee arrangements and indemnities, see Note 11 to the financial statements. For a further discussion of our lending commitments, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk—Loans and Lending Commitments.”

Contractual Obligations

For a discussion about our contractual obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations” in the 2018 Form 10-K.

23 September 2019 Form 10-Q

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Management’s Discussion and Analysis

Regulatory Requirements

Regulatory Capital Framework

We are an FHC under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and are subject to the regulation and oversight of the Federal Reserve. The Federal Reserve establishes capital requirements for us, including “well-capitalized” standards, and evaluates our compliance with such capital requirements. The OCC establishes similar capital requirements and standards for our U.S. Bank Subsidiaries. For us to remain an FHC, we must remain well-capitalized in accordance with standards established by the Federal Reserve and our U.S. Bank Subsidiaries must remain well-capitalized in accordance with standards established by the OCC. For additional information on regulatory capital requirements for our U.S. Bank Subsidiaries, see Note 13 to the financial statements.

Regulatory capital requirements established by the Federal Reserve are largely based on the Basel III capital standards established by the Basel Committee and also implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”).

Regulatory Capital Requirements

We are required to maintain minimum risk-based capital, leverage-based capital and TLAC ratios. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Capital Requirements” in the 2018 Form 10-K. For additional information on TLAC, see Total Loss-Absorbing Capacity herein.

Risk-Based Regulatory Capital. Minimum risk-based capital ratio requirements apply to Common Equity Tier 1 capital, Tier 1 capital and Total capital (which includes Tier 2 capital). Capital standards require certain adjustments to, and deductions from, capital for purposes of determining these ratios.

In addition to the minimum risk-based capital ratio requirements, we are subject to the following buffers in 2019:

• A greater than 2.5% Common Equity Tier 1 capital conservation buffer;

• The Common Equity Tier 1 G-SIB capital surcharge, currently at 3%; and

• Up to a 2.5% Common Equity Tier 1 CCyB, currently set by U.S. banking agencies at zero.

In 2018, each of these buffers was 75% of the fully phased-in 2019 requirement noted above. Failure to maintain the buffers would result in restrictions on our ability to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers. For a further discussion of the G-SIB capital surcharge, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—G-SIB Capital Surcharge” in the 2018 Form 10-K.

Our risk-based capital ratios for purposes of determining regulatory compliance are the lower of the capital ratios computed under (i) the standardized approaches for calculating credit risk and market risk RWA (“Standardized Approach”) and (ii) the applicable advanced approaches for calculating credit risk, market risk and operational risk RWA (“Advanced Approach”). The credit risk RWA calculations between the two approaches differ in that the Standardized Approach requires calculation of RWA using prescribed risk weights, whereas the Advanced Approach utilizes models to calculate exposure amounts and risk weights. At September 30, 2019 and December 31, 2018, our ratios for determining regulatory compliance are based on the Standardized Approach rules.

Leverage-Based Regulatory Capital. Minimum leverage-based capital requirements include a Tier 1 leverage ratio and an SLR. We are required to maintain a Tier 1 SLR of 5%, inclusive of an enhanced SLR capital buffer of at least 2% in order to avoid potential limitations on capital distributions, including dividends and stock repurchases, and discretionary bonus payments to executive officers.

September 2019 Form 10-Q 24

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Management’s Discussion and Analysis

Regulatory Capital Ratios 

	At September 30, 2019
$ in millions	Required Ratio1		Standardized			Advanced
Risk-based capital
Common Equity Tier 1 capital			$	64,348		$	64,348
Tier 1 capital			72,937			72,937
Total capital			82,661			82,397
Total RWA			394,875			387,424
Common Equity Tier 1 capital ratio	10.0	%	16.3		%	16.6		%
Tier 1 capital ratio	11.5	%	18.5		%	18.8		%
Total capital ratio	13.5	%	20.9		%	21.3		%
$ in millions			Required Ratio1			At September 30, 2019
Leverage-based capital
Adjusted average assets2						$	892,912
Tier 1 leverage ratio			4.0		%	8.2		%
Supplementary leverage exposure3						$	1,155,497
SLR			5.0		%	6.3		%

	At December 31, 2018
$ in millions	Required Ratio1		Standardized			Advanced
Risk-based capital
Common Equity Tier 1 capital			$	62,086		$	62,086
Tier 1 capital			70,619			70,619
Total capital			80,052			79,814
Total RWA			367,309			363,054
Common Equity Tier 1 capital ratio	8.6	%	16.9		%	17.1		%
Tier 1 capital ratio	10.1	%	19.2		%	19.5		%
Total capital ratio	12.1	%	21.8		%	22.0		%
$ in millions			Required Ratio1			At December 31, 2018
Leverage-based capital
Adjusted average assets2						$	843,074
Tier 1 leverage ratio			4.0		%	8.4		%
Supplementary leverage exposure3						$	1,092,672
SLR			5.0		%	6.5		%

1. Required ratios are inclusive of any buffers applicable as of the date presented. For 2018, the minimum required regulatory capital ratios for risk-based capital are under the transitional rules.

2. Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets during the quarters ended September 30, 2019 and December 31, 2018, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments, certain deferred tax assets and other capital deductions.

3. Supplementary leverage exposure is the sum of Adjusted average assets used in the Tier 1 leverage ratio and other adjustments, primarily (i) for derivatives: potential future exposure and the effective notional principal amount of sold credit protection offset by qualifying purchased credit protection; (ii) the counterparty credit risk for repo-style transactions; and (iii) the credit equivalent amount for off-balance sheet exposures.

Regulatory Capital

$ in millions	At September 30, 2019			At December 31, 2018			Change
Common Equity Tier 1 capital
Common stock and surplus	$	6,389		$	9,843		$	(3,454	)
Retained earnings	69,071			64,175			4,896
AOCI	(1,598		)	(2,292		)	694
Regulatory adjustments and deductions:
Net goodwill	(7,090		)	(6,661		)	(429		)
Net intangible assets (other than goodwill and mortgage servicing assets)	(2,104		)	(2,158		)	54
Other adjustments and deductions1	(320		)	(821		)	501
Total Common Equity Tier 1 capital	$	64,348		$	62,086		$	2,262
Additional Tier 1 capital
Preferred stock	$	8,520		$	8,520		$	—
Noncontrolling interests	483			454			29
Additional Tier 1 capital	$	9,003		$	8,974		$	29
Deduction for investments in covered funds	(414		)	(441		)	27
Total Tier 1 capital	$	72,937		$	70,619		$	2,318
Standardized Tier 2 capital
Subordinated debt	$	9,080		$	8,923		$	157
Noncontrolling interests	114			107			7
Eligible allowance for credit losses	531			440			91
Other adjustments and deductions	(1		)	(37		)	36
Total Standardized Tier 2 capital	$	9,724		$	9,433		$	291
Total Standardized capital	$	82,661		$	80,052		$	2,609
Advanced Tier 2 capital
Subordinated debt	$	9,080		$	8,923		$	157
Noncontrolling interests	114			107			7
Eligible credit reserves	267			202			65
Other adjustments and deductions	(1		)	(37		)	36
Total Advanced Tier 2 capital	$	9,460		$	9,195		$	265
Total Advanced capital	$	82,397		$	79,814		$	2,583

1. Other adjustments and deductions used in the calculation of Common Equity Tier 1 capital primarily includes net after-tax DVA, the credit spread premium over risk-free rate for derivative liabilities, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments and certain deferred tax assets.

25 September 2019 Form 10-Q

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Management’s Discussion and Analysis

RWA Rollforward¹ 

	Nine Months Ended September 30, 2019
$ in millions	Standardized			Advanced
Credit risk RWA
Beginning balance	$	305,531		$	190,595
Change related to the following items:
Derivatives	9,202			20,346
Securities financing transactions	11,788			1,093
Securitizations	2,210			2,831
Investment securities	2,103			4,749
Commitments, guarantees and loans	5,896			9,564
Cash	(364		)	(28		)
Equity investments	818			852
Other credit risk2	3,785			3,195
Total change in credit risk RWA	$	35,438		$	42,602
Ending balance	$	340,969		$	233,197
Market risk RWA
Beginning balance	$	61,778		$	61,857
Change related to the following items:
Regulatory VaR	(137		)	(137		)
Regulatory stressed VaR	(5,417		)	(5,417		)
Incremental risk charge	(5,227		)	(5,227		)
Comprehensive risk measure	(115		)	(129		)
Specific risk:
Non-securitizations	3,003			3,003
Securitizations	21			21
Total change in market risk RWA	$	(7,872	)	$	(7,886	)
Ending balance	$	53,906		$	53,971
Operational risk RWA
Beginning balance	N/A			$	110,602
Change in operational risk RWA	N/A			(10,346		)
Ending balance	N/A			$	100,256
Total RWA at September 30, 2019	$	394,875		$	387,424

Regulatory VaR—VaR for regulatory capital requirements

1. The RWA for each category reflects both on- and off-balance sheet exposures, where appropriate.

2. Amount reflects assets not in a defined category, non-material portfolios of exposures and unsettled transactions, as applicable.

Credit risk RWA increased in the current year period under the Standardized and Advanced Approaches primarily due to increased exposures in Derivatives and lending commitments, as well as an increase in Other credit risk driven by the Firm’s adoption of the Leases accounting update on January 1, 2019. RWA under the Standardized Approach also increased due to higher exposures for Securities financing transactions, while under the Advanced Approach, in Derivatives, increased exposure also led to increased RWA related to CVA.

Market risk RWA decreased in the current year period under the Standardized and Advanced Approaches primarily due to a decrease in Stressed VaR driven by reduced equity and interest rate risk, and also a decrease in Incremental risk charge mainly as a result of the improved alignment of hedges in credit products.

The decrease in operational risk RWA under the Advanced Approach in the current year period reflects a continued reduction in the magnitude and frequency of internal losses utilized in the operational risk capital model related to litigation.

Total Loss-Absorbing Capacity. The Federal Reserve has established external TLAC, long-term debt (“LTD”) and clean holding company requirements for top-tier BHCs of U.S. G-SIBs (“covered BHCs”), including the Parent Company. These requirements include various restrictions, such as requiring eligible LTD to be issued by the covered BHC and be unsecured, have a maturity of one year or more from the date of issuance and not have certain derivative-linked features typically associated with certain types of structured notes. A covered BHC is required to maintain minimum levels of external TLAC and eligible LTD, as well as certain TLAC buffer requirements. Failure to maintain the TLAC buffers would result in restrictions on capital distributions and discretionary bonus payments to executive officers.

Required and Actual TLAC and Eligible LTD Ratios

	At September 30, 2019
$ in millions	Required Ratio1		Actual Amount/Ratio
Total Loss-Absorbing Capacity
External TLAC2			$	196,659
External TLAC as a % of RWA	21.5	%	49.8		%
External TLAC as a % of leverage exposure	9.5	%	17.0		%
Eligible LTD3			$	116,116
Eligible LTD as a % of RWA	9.0	%	29.4		%
Eligible LTD as a % of leverage exposure	4.5	%	10.0		%

1. Required ratios are inclusive of applicable buffers.

2. External TLAC consists of Common Equity Tier 1 capital and Additional Tier 1 capital (each excluding any noncontrolling minority interests), as well as eligible LTD.

3. Consists of TLAC-eligible LTD reduced by 50% for amounts of unpaid principal due to be paid in more than one year but less than two years from September 30, 2019.

For a further discussion of TLAC and related requirements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Regulatory Capital Requirements” in the 2018 Form 10-K.

Capital Plans and Stress Tests

Pursuant to the Dodd-Frank Act, the Federal Reserve has adopted capital planning and stress test requirements for large BHCs, including us, which form part of the Federal Reserve’s annual CCAR framework.

We submitted our 2019 Capital Plan (“Capital Plan”) and company-run stress test results to the Federal Reserve on April 5, 2019. On June 21, 2019, the Federal Reserve published summary results of the Dodd-Frank Act supervisory stress tests of each large BHC, including us. On June 27, 2019, the Federal

September 2019 Form 10-Q 26

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Management’s Discussion and Analysis

Reserve published summary results of CCAR and announced it did not object to our 2019 Capital Plan. Our 2019 Capital Plan includes the repurchase of up to $6.0 billion of outstanding common stock for the period beginning July 1, 2019 through June 30, 2020, and an increase in our quarterly common stock dividend to $0.35 per share from $0.30 per share, beginning with the common stock dividend announced on July 18, 2019. We disclosed a summary of the results of our company-run stress tests on June 21, 2019 on our Investor Relations webpage. In addition, we submitted the results of our mid-cycle company-run stress test to the Federal Reserve and on October 28, 2019 disclosed a summary of the results on our Investor Relations webpage.

For a further discussion of our capital plans and stress tests, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Capital Plans and Stress Tests” in the 2018 Form 10-K.

Attribution of Average Common Equity According to the Required Capital Framework

Our required capital (“Required Capital”) estimation is based on the Required Capital framework, an internal capital adequacy measure. Common equity attribution to the business segments is based on capital usage calculated under the Required Capital framework, as well as each business segment’s relative contribution to our total Required Capital.

The Required Capital framework is a risk-based and leverage use-of-capital measure, which is compared with our regulatory capital to ensure that we maintain an amount of going concern capital after absorbing potential losses from stress events, where applicable, at a point in time. The amount of capital allocated to the business segments is generally set at the beginning of each year and remains fixed throughout the year until the next annual reset unless a significant business change occurs (e.g., acquisition or disposition). We define the difference between our total average common equity and the sum of the average common equity amounts allocated to our business segments as Parent common equity. We generally hold Parent common equity for prospective regulatory requirements, organic growth, acquisitions and other capital needs.

The Required Capital framework is expected to evolve over time in response to changes in the business and regulatory environment, for example, to incorporate changes in stress testing or enhancements to modeling techniques. We will continue to evaluate the framework with respect to the impact of future regulatory requirements, as appropriate.

Average Common Equity Attribution¹ 

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in billions	2019		2018		2019		2018
Institutional Securities	$	40.4	$	40.8	$	40.4	$	40.8
Wealth Management	18.2		16.8		18.2		16.8
Investment Management	2.5		2.6		2.5		2.6
Parent	12.3		10.0		11.4		9.4
Total	$	73.4	$	70.2	$	72.5	$	69.6

1. The attribution of average common equity is a non-GAAP financial measure. See “Selected Non-GAAP Financial Information” herein.

Resolution and Recovery Planning

Pursuant to the Dodd-Frank Act, we are required to periodically submit to the Federal Reserve and the FDIC a resolution plan that describes our strategy for a rapid and orderly resolution under the U.S. Bankruptcy Code in the event of our material financial distress or failure. We submitted our 2019 resolution plan on June 28, 2019.

Our preferred resolution strategy is an SPOE strategy. In line with our SPOE strategy, the Parent Company has transferred, and has agreed to transfer on an ongoing basis, certain assets to its wholly owned, direct subsidiary MS Holdings LLC (the “Funding IHC”). In addition, the Parent Company has entered into an amended and restated support agreement with its material entities (including the Funding IHC) and certain other subsidiaries. In the event of a resolution scenario, the Parent Company would be obligated to contribute all of its contributable material assets, other than shares in subsidiaries of the Parent Company and certain other assets, to the Funding IHC. The Funding IHC would then be obligated to provide capital and liquidity, as applicable, to our material entities.

The obligations of the Parent Company and the Funding IHC under the amended and restated support agreement are in most cases secured on a senior basis by the assets of the Parent Company (other than shares in subsidiaries of the Parent Company), and the assets of the Funding IHC. As a result, claims of our material entities, including the Funding IHC, against the assets of the Parent Company (other than shares in subsidiaries of the Parent Company) are effectively senior to unsecured obligations of the Parent Company.

For more information about resolution and recovery planning requirements and our activities in these areas, including the implications of such activities in a resolution scenario, see “Business—Supervision and Regulation—Financial Holding Company—Resolution and Recovery Planning” and “Risk Factors—Legal, Regulatory and Compliance Risk” in the 2018 Form 10-K.

27 September 2019 Form 10-Q

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Management’s Discussion and Analysis

Regulatory Developments

Final Rules Amending Liquidity Standards

The Federal Reserve has adopted a final rule to amend the liquidity buffer standards applicable to internal liquidity stress-testing to more closely align those standards with certain requirements under the LCR rule. Additionally, in connection with the adoption of a related final rule, the U.S. banking agencies described HQLA standards under the LCR rule as including a “continuously available” operational requirement. We are currently evaluating these developments, which may result in future changes to our GLR and HQLA calculations.

Final Rule on Revisions to Stress Testing Requirements

The Federal Reserve has adopted a final rule to reduce the number of scenarios in its supervisory stress test from three to two and to modify our existing obligation to perform company-run stress-tests from semiannually to annually. The final rule implements a change required by the Economic Growth, Regulatory Relief and Consumer Protection Act and takes effect for the 2020 stress test cycle.

Final Rule on Revisions to Resolution Planning Requirements

The Federal Reserve and the FDIC have issued a final rule that changes our resolution planning obligations under the Dodd-Frank Act. The rule requires us to file resolution plans once every two years, with interim updates required in certain limited circumstances. The rule also allows us to alternate between submitting a full, detailed resolution plan and a streamlined, targeted resolution plan; our next resolution plan submission is expected to be a targeted resolution plan in 2021. The rule also clarifies the information required to be included in our resolution plan.

Final Rule on Revisions to Volcker Rule Implementing Regulations

The federal financial regulatory agencies responsible for the Volcker Rule’s implementing regulations have finalized revisions to certain elements of those regulations. The changes simplify the application of the Volcker Rule, and focus on proprietary trading and certain requirements imposed in connection with permitted market-making, underwriting and risk-mitigating hedging activities. These revisions become effective on January 1, 2020, with compliance required by January 1, 2021. While simplifying elements of our compliance obligations, we do not expect these revisions to have a material impact on the way we conduct business under the current rule.

Final Rule on Security-Based Swap Capital, Margin and Segregation Requirements

The SEC has adopted capital, margin and segregation requirements for security-based swap dealers and amendments to capital and segregation requirements for certain broker-dealers. We expect to register one or more subsidiaries in the future as security-based swap dealers. The compliance date for these security-based swap dealer requirements and broker-dealer amendments is expected to be no earlier than 2021.

Final Rules on Retail Investor Protections

The SEC has released a package of final rules and interpretations relating to the provision of advice by broker-dealers and investment advisers. The package includes new rules on the standards of conduct and required disclosures for broker-dealers when making securities-related recommendations to retail investors, and a new formal interpretation of the fiduciary duty owed by investment advisers. One of the final rules, entitled “Regulation Best Interest,” requires broker-dealers to act in the “best interest” of retail customers at the time a recommendation is made without placing the financial or other interests of the broker-dealer ahead of the interest of the retail customer. Another new rule requires that both broker-dealers and investment advisers provide to retail investors a brief summary document containing information about the relationship between the parties (“Form CRS”). The compliance date for Regulation Best Interest and Form CRS is June 30, 2020.

Proposed Revisions to the Regulatory Capital Treatment for Investments in Certain Unsecured Debt Instruments Issued by G-SIBs

The Federal Reserve, the OCC and the FDIC have issued a proposed rule that would, among other things, modify the regulatory capital framework for Advanced Approach banking organizations, including us. Such firms would be required to make certain deductions from regulatory capital for their investments in certain unsecured debt instruments (including eligible LTD in the TLAC framework) issued by the Parent Company and other G-SIBs.

For a discussion of other regulatory developments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments” in the 2018 Form 10-K.

Other Matters

U.K. Withdrawal from the E.U.

Following the U.K. electorate vote to leave the E.U., the U.K. invoked Article 50 of the Lisbon Treaty on March 29, 2017, and is currently scheduled to leave the E.U., with or

September 2019 Form 10-Q 28

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Management’s Discussion and Analysis

without a withdrawal agreement in place, on or before January 31, 2020.We have prepared the structure of our European operations for a range of potential outcomes, including for the possibility that the U.K. leaves the E.U. without ratifying a withdrawal agreement, and we expect to be able to continue to serve our clients and customers under each of these potential outcomes.

For more information on the U.K.’s withdrawal from the E.U., our related preparations and the potential impact on our operations, see “Quantitative and Qualitative Disclosures about Risk—Country Risk” herein, and see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Other Matters” and “Risk Factors— International Risk” in the 2018 Form 10-K.

Planned Replacement of London Interbank Offered Rate and Replacement or Reform of Other Interest Rates

Central banks around the world, including the Federal Reserve, have commissioned committees and working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR and replacements or reforms of other interest rate benchmarks (collectively, the “IBORs”).

Our transition plan includes a number of key steps, including continued engagement with central bank and industry working groups and regulators (including participation and leadership on key committees), active client engagement, internal operational readiness, and risk management, among other things, to promote the transition to alternative reference rates.  As part of our firm-wide initiative, we are identifying, assessing and monitoring risks associated with the expected discontinuation or unavailability of IBORs and/or reform of interest rate benchmarks. This also includes taking steps to update operational processes (including to support alternative reference rates) and models, as well as evaluating legacy contracts for any changes that may be required, including the determination of applicable fallbacks. In addition, as part of the transition to alternative reference rates, in 2019 we began issuing debt linked to the Secured Overnight Financing Rate, or SOFR, the alternative rate to U.S. dollar LIBOR selected by the Alternative Reference Rates Committee convened by the Federal Reserve Board and the Federal Reserve Bank of New York.

For a further discussion of the expected replacement of the IBORs and/or reform of interest rate benchmarks, and the related risks and our transition plan, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments” and “Risk Factors—Risk Management,” respectively, in the 2018 Form 10-K.

29 September 2019 Form 10-Q

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Quantitative and Qualitative Disclosures about Risk

Management believes effective risk management is vital to the success of our business activities. For a discussion of our risk management functions, see “Quantitative and Qualitative Disclosures about Risk—Risk Management” in the 2018 Form 10-K.

Market Risk

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, volatilities, correlations or other market factors, such as market liquidity, will result in losses for a position or portfolio. Generally, we incur market risk as a result of trading, investing and client facilitation activities, principally within the Institutional Securities business segment where the substantial majority of our VaR for market risk exposures is generated. In addition, we incur market risk within the Wealth Management and Investment Management business segments. The Wealth Management business segment primarily incurs non-trading market risk from lending and deposit-taking activities. The Investment Management business segment primarily incurs non-trading market risk from capital investments in alternative and other funds. For a further discussion of market risk, see “Quantitative and Qualitative Disclosures about Risk—Market Risk” in the 2018 Form 10-K.

Trading Risks

Value-at-Risk. The statistical technique known as VaR is one of the tools we use to measure, monitor and review the market risk exposures of our trading portfolios. The Market Risk Department calculates and distributes daily VaR-based risk measures to various levels of management.

For information regarding our VaR methodology, assumptions and limitations, see “Quantitative and Qualitative Disclosures about Risk—Market Risk—Trading Risks— Value-at-Risk” in the 2018 Form 10-K. On July 1, 2019, we began using a new VaR model. Whereas the previous model used four years of historical data with a volatility adjustment to reflect current market conditions, we now use one year of unadjusted historical data. The difference between the old and new model was not significant. The following tables show VaR under the new model for the current and prior quarter.

We utilize the same VaR model for risk management purposes and for regulatory capital calculations. Our regulators have approved our VaR model for use in regulatory calculations. The portfolio of positions used for our VaR for risk management purposes (“Management VaR”) differs from that used for regulatory capital requirements (“Regulatory VaR”). Management VaR contains certain positions that are excluded from Regulatory VaR. Examples include counterparty CVA and related hedges, as well as loans that are carried at fair value and associated hedges.

The following table presents the Management VaR for the Trading portfolio. To further enhance the transparency of traded market risk, the Credit Portfolio VaR has been disclosed as a separate category from the Primary Risk Categories. The Credit Portfolio includes counterparty CVA and related hedges, as well as loans that are carried at fair value and associated hedges.

95%/One-Day Management VaR

	Three Months Ended
	September 30, 2019
$ in millions	Period End			Average			High2		Low2
Interest rate and credit spread	$	28		$	27		$	29	$	25
Equity price	15			16			22		12
Foreign exchange rate	8			13			19		8
Commodity price	18			15			20		12
Less: Diversification benefit1	(29		)	(34		)	N/A		N/A
Primary Risk Categories3	$	40		$	37		$	42	$	33
Credit Portfolio	16			16			19		15
Less: Diversification benefit1	(14		)	(11		)	N/A		N/A
Total Management VaR3	$	42		$	42		$	46	$	37

	Three Months Ended
	June 30, 20194
$ in millions	Period End			Average			High2		Low2
Interest rate and credit spread	$	28		$	29		$	34	$	26
Equity price	15			15			19		12
Foreign exchange rate	17			17			20		13
Commodity price	12			12			13		10
Less: Diversification benefit1	(35		)	(36		)	N/A		N/A
Primary Risk Categories	$	37		$	37		$	41	$	33
Credit Portfolio	16			17			19		15
Less: Diversification benefit1	(8		)	(12		)	N/A		N/A
Total Management VaR	$	45		$	42		$	47	$	39

1. Diversification benefit equals the difference between the total Management VaR and the sum of the component VaRs. This benefit arises because the simulated one-day losses for each of the components occur on different days; similar diversification benefits also are taken into account within each component.

2. The high and low VaR values for the total Management VaR and each of the component VaRs might have occurred on different days during the quarter, and therefore, the diversification benefit is not an applicable measure.

3. For the current quarter, under the VaR model in place prior to July 1, 2019, Average total Management VaR was $43 million and average Management VaR for the Primary Risk Categories was $40 million.

4. Prior period amounts have been revised to conform to the current presentation.

Average total Management VaR and average Management VaR for the Primary Risk Categories were unchanged from the three-months ended June 30, 2019.

Distribution of VaR Statistics and Net Revenues

One method of evaluating the reasonableness of our VaR model as a measure of our potential volatility of net revenues is to

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compare VaR with corresponding actual trading revenues. Assuming no intraday trading, for a 95%/one-day VaR, the expected number of times that trading losses should exceed VaR during the year is 13, and, in general, if trading losses were to exceed VaR more than 21 times in a year, the adequacy of the VaR model would be questioned.

We evaluate the reasonableness of our VaR model by comparing the potential declines in portfolio values generated by the model with corresponding actual trading results for the Firm, as well as individual business units. For days where losses exceed the VaR statistic, we examine the drivers of trading losses to evaluate the VaR model’s accuracy relative to realized trading results. There were three days with trading losses in the current quarter, none of which exceeded VaR.

Daily 95%/One-Day Total Management VaR for the Current Quarter

($ in millions)

Daily Net Trading Revenues for the Current Quarter

($ in millions)

The previous histogram shows the distribution for the current quarter of daily net trading revenues. Daily net trading revenues include profits and losses from Interest rate and credit spread, Equity price, Foreign exchange rate, Commodity price, and Credit Portfolio positions and intraday trading activities for our trading businesses. Certain items such as fees, commissions and net interest income are excluded from daily net trading revenues and the VaR model. Revenues required for Regulatory VaR backtesting further exclude intraday trading.

Non-Trading Risks

We believe that sensitivity analysis is an appropriate representation of our non-trading risks. The following sensitivity analyses cover substantially all of the non-trading risk in our portfolio.

Credit Spread Risk Sensitivity¹ 

$ in millions	At September 30, 2019		At June 30, 2019
Derivatives	$	6	$	6
Funding liabilities2	40		40

1. Amounts represent the potential gain for each 1 bps widening of our credit spread.

2. Relates to Borrowings carried at fair value.

U.S. Bank Subsidiaries’ Net Interest Income Sensitivity Analysis

$ in millions	At September 30, 2019			At June 30, 2019
Basis point change
+100	$	256		$	273
-100	(751		)	(722		)

The previous table presents an analysis of selected instantaneous upward and downward parallel interest rate shocks on net interest income over the next 12 months for our U.S. Bank Subsidiaries. These shocks are applied to our 12-month forecast for our U.S. Bank Subsidiaries, which incorporates market expectations of interest rates and our forecasted business activity.

We do not manage to any single rate scenario but rather manage net interest income in our U.S. Bank Subsidiaries to optimize across a range of possible outcomes, including non-parallel rate change scenarios. The sensitivity analysis assumes that we take no action in response to these scenarios, assumes there are no changes in other macroeconomic variables normally correlated with changes in interest rates, and includes subjective assumptions regarding customer and market re-pricing behavior and other factors. The change in sensitivity to interest rates between September 30, 2019 and June 30, 2019 is primarily driven by lower market interest rates. 

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Investments Sensitivity, Including Related Carried Interest

	Loss from 10% Decline
$ in millions	At September 30, 2019		At June 30, 2019
Investments related to Investment Management activities	$	341	$	333
Other investments:
MUMSS	168		169
Other Firm investments	186		194

MUMSS—Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

We have exposure to public and private companies through direct investments, as well as through funds that invest in these assets. These investments are predominantly equity positions with long investment horizons, a portion of which is for business facilitation purposes. The market risk related to these investments is measured by estimating the potential reduction in net income associated with a 10% decline in investment values and the related impact on carried interest.

Equity Market Sensitivity

In the Wealth Management and Investment Management business segments, certain fee-based revenue streams are driven by the value of clients’ equity holdings. The overall level of revenues for these streams also depends on multiple additional factors that include, but are not limited to, the level and duration of the equity market increase or decline, price volatility, the geographic and industry mix of client assets, the rate and magnitude of client investments and redemptions, and the impact of such market increase or decline and price volatility on client behavior. Therefore, overall revenues do not correlate completely with changes in the equity markets.

Credit Risk

Credit risk refers to the risk of loss arising when a borrower, counterparty or issuer does not meet its financial obligations to us. We primarily incur credit risk exposure to institutions and individuals through our Institutional Securities and Wealth Management business segments. For a further discussion of our credit risks, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk” in the 2018 Form 10-K.

Loans and Lending Commitments

	At September 30, 2019
$ in millions	IS			WM			IM1		Total
Corporate	$	27,709		$	17,403		$	5	$	45,117
Consumer	—			30,010			—		30,010
Residential real estate	—			29,184			—		29,184
Commercial real estate	6,801			—			—		6,801
Loans held for investment, gross of allowance	34,510			76,597			5		111,112
Allowance for loan losses	(248		)	(49		)	—		(297		)
Loans held for investment, net of allowance	34,262			76,548			5		110,815
Corporate	13,525			—			—		13,525
Residential real estate	—			17			—		17
Commercial real estate	1,165			—			—		1,165
Loans held for sale	14,690			17			—		14,707
Corporate	7,349			—			38		7,387
Residential real estate	1,206			—			—		1,206
Commercial real estate	1,431			—			—		1,431
Loans held at fair value	9,986			—			38		10,024
Total loans	58,938			76,565			43		135,546
Lending commitments2	108,536			11,771			—		120,307
Total loans and lending commitments2	$	167,474		$	88,336		$	43	$	255,853

	At December 31, 2018
$ in millions	IS			WM			IM1		Total
Corporate	$	20,020		$	16,884		$	5	$	36,909
Consumer	—			27,868			—		27,868
Residential real estate	—			27,466			—		27,466
Commercial real estate3	7,810			—			—		7,810
Loans held for investment, gross of allowance	27,830			72,218			5		100,053
Allowance for loan losses	(193		)	(45		)	—		(238		)
Loans held for investment, net of allowance	27,637			72,173			5		99,815
Corporate	13,886			—			—		13,886
Residential real estate	1			21			—		22
Commercial real estate3	1,856			—			—		1,856
Loans held for sale	15,743			21			—		15,764
Corporate	9,150			—			21		9,171
Residential real estate	1,153			—			—		1,153
Commercial real estate3	601			—			—		601
Loans held at fair value	10,904			—			21		10,925
Total loans	54,284			72,194			26		126,504
Lending commitments2	95,065			10,663			—		105,728
Total loans and lending commitments2	$	149,349		$	82,857		$	26	$	232,232

1. Investment Management business segment loans are related to certain of our activities as an investment advisor and manager. At September 30, 2019, loans held at fair value are the result of the consolidation of an investment vehicle related to these activities.

2. Due to the nature of our obligations under the commitments, these amounts include certain commitments participated to third parties.

3. Beginning in 2019, loans previously referred to as Wholesale real estate are referred to as Commercial real estate.

We provide loans and lending commitments to a variety of customers, from large corporate and institutional clients to high net worth individuals. In addition, we purchase loans in the

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secondary market. In the balance sheets, these loans and lending commitments are carried as held for investment, which are recorded at amortized cost; as held for sale, which are recorded at the lower of cost or fair value; or at fair value with changes in fair value recorded in earnings. Loans held for investment and loans held for sale are classified in Loans, and loans held at fair value are classified in Trading assets in the balance sheets. Total loans and lending commitments increased by approximately $24 billion since December 31, 2018 primarily in Corporate within the Institutional Securities business segment due to increases in event-driven lending commitments and growth in secured lending facilities. Also contributing to the increase was growth in Consumer securities-based lending and Residential real estate loans within the Wealth Management business segment.

Credit exposure arising from our loans and lending commitments is measured in accordance with our internal risk management standards. Risk factors considered in determining the aggregate allowance for loan and commitment losses include the borrower’s financial strength, industry, facility structure, loan-to-value ratio, debt service ratio, collateral and covenants. Qualitative and environmental factors such as economic and business conditions, nature and volume of the portfolio and lending terms, and volume and severity of past due loans may also be considered.

See Notes 3, 7 and 11 to the financial statements for further information.

Allowance for Loans and Lending Commitments Held for Investment

$ in millions	At September 30, 2019		At December 31, 2018
Loans	$	297	$	238
Lending commitments	234		203
Total allowance for loans and lending commitments	$	531	$	441

The aggregate allowance for loans and lending commitments increased in the current year period primarily within the Institutional Securities business segment due to loan and lending commitment growth, deterioration of select credits, and certain environmental factors. See Notes 7 and 11 to the financial statements for further information.

Status of Loans Held for Investment

	At September 30, 2019				At December 31, 2018
	IS		WM		IS		WM
Current	99.2	%	99.9	%	99.8	%	99.9	%
Nonaccrual1	0.8	%	0.1	%	0.2	%	0.1	%

1. These loans are on nonaccrual status because the loans were past due for a period of 90 days or more or payment of principal or interest was in doubt.

Institutional Securities Loans and Lending Commitments¹ 

	At September 30, 2019
	Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Loans
AA	$	308	$	41	$	—	$	5	$	354
A	814		733		748		363		2,658
BBB	3,095		4,886		3,106		569		11,656
NIG	9,453		16,223		11,709		5,143		42,528
Unrated2	66		76		119		1,481		1,742
Total loans	13,736		21,959		15,682		7,561		58,938
Lending commitments
AAA	90		50		—		—		140
AA	2,405		1,362		2,121		—		5,888
A	4,334		6,506		9,600		715		21,155
BBB	10,843		13,710		20,949		546		46,048
NIG	4,261		10,914		15,933		4,140		35,248
Unrated2	2		26		22		7		57
Total lending commitments	21,935		32,568		48,625		5,408		108,536
Total exposure	$	35,671	$	54,527	$	64,307	$	12,969	$	167,474

	At December 31, 2018
	Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Loans
AA	$	7	$	430	$	—	$	19	$	456
A	565		1,580		858		267		3,270
BBB	3,775		4,697		4,251		495		13,218
NIG	7,151		12,882		9,313		5,889		35,235
Unrated2	88		95		160		1,762		2,105
Total loans	11,586		19,684		14,582		8,432		54,284
Lending commitments
AAA	90		75		—		—		165
AA	2,491		1,177		2,863		—		6,531
A	2,892		6,006		9,895		502		19,295
BBB	2,993		11,825		19,461		638		34,917
NIG	1,681		10,604		16,075		5,751		34,111
Unrated2	8		—		38		—		46
Total lending commitments	10,155		29,687		48,332		6,891		95,065
Total exposure	$	21,741	$	49,371	$	62,914	$	15,323	$	149,349

NIG–Non-investment grade

1. Obligor credit ratings are internally determined by the Credit Risk Management Department ("CRM").

2. Unrated loans and lending commitments are primarily trading positions that are measured at fair value and risk managed as a component of market risk. For a further discussion of our market risk, see “Market Risk” herein.

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Institutional Securities Loans and Lending Commitments by Industry

$ in millions	At September 30, 2019		At December 31, 2018
Industry
Financials	$	38,935	$	32,655
Real estate	26,299		24,133
Healthcare	20,219		10,158
Industrials	13,079		13,701
Communications Services	12,563		11,244
Consumer discretionary	9,814		8,314
Energy	9,704		9,847
Utilities	9,675		9,856
Information technology	8,920		9,896
Consumer staples	7,257		7,921
Materials	5,108		5,969
Insurance	3,714		3,744
Other	2,187		1,911
Total	$	167,474	$	149,349

In connection with certain Institutional Securities business segment activities, we provide loans and lending commitments to a diverse group of corporate and other institutional clients. We also purchase a variety of loans in the secondary market. Our loans and lending commitments may have varying terms; may be senior or subordinated; may be secured or unsecured; are generally contingent upon representations, warranties and contractual conditions applicable to the borrower; and may be syndicated, traded or hedged by us.

We also participate in securitization activities, whereby we extend short- or long-term collateralized lines of credit and term loans with various types of collateral, including residential real estate, commercial real estate, corporate and financial assets. These collateralized loans and lending commitments generally provide for overcollateralization. Credit risk with respect to these loans and lending commitments arises from the failure of a borrower to perform according to the terms of the loan agreement or a decline in the underlying collateral value. The Firm monitors collateral levels against the requirements of lending agreements. See Note 12 to the financial statements for information about our securitization activities.

Institutional Securities Corporate Loans¹ 

$ in millions	At September 30, 2019		At December 31, 2018
Corporate relationship and event-driven lending2	$	13,432	$	13,317
Secured lending facilities3	27,834		21,408
Securities-based lending and other4	7,317		8,331
Total Corporate	$	48,583	$	43,056

1. Amounts include loans held for investment, loans held for sale and loans measured at fair value. Loans at fair value are included in Trading assets in the balance sheets.

2. Relationship and event-driven loans typically consist of revolving lines of credit, term loans and bridge loans. For additional information on event-driven loans, see “Institutional Securities Event-Driven Loans and Lending Commitments” herein.

3. Secured lending facilities includes loans provided to clients to warehouse loans secured by underlying real estate and other assets.

4. Securities-based lending and other includes financing extended to sales and trading customers and corporate loans purchased in the secondary market.

Institutional Securities Event-Driven Loans and Lending Commitments

	At September 30, 2019
	Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Loans	$	1,198	$	516	$	797	$	2,543	$	5,054
Lending commitments	10,022		3,278		3,086		3,453		19,839
Total loans and lending commitments	$	11,220	$	3,794	$	3,883	$	5,996	$	24,893

	At December 31, 2018
	Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Loans	$	2,582	$	287	$	656	$	1,618	$	5,143
Lending commitments	1,506		2,456		2,877		3,658		10,497
Total loans and lending commitments	$	4,088	$	2,743	$	3,533	$	5,276	$	15,640

Event-driven loans and lending commitments, which comprise a portion of corporate loans and lending commitments within the Institutional Securities business segment, are associated with a particular event or transaction, such as to support client merger, acquisition, recapitalization or project finance activities. Event-driven loans and lending commitments typically consist of revolving lines of credit, term loans and bridge loans. Balances may fluctuate as such lending is related to transactions that vary in timing and size from period to period. In the current year period, the increase in Lending commitments is primarily attributable to client transactions in the healthcare industry.

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Wealth Management Loans and Lending Commitments

	At September 30, 2019
	Contractual Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Securities-based lending and other loans	$	40,174	$	3,342	$	2,625	$	1,247	$	47,388
Residential real estate loans	9		18		—		29,150		29,177
Total loans	$	40,183	$	3,360	$	2,625	$	30,397	$	76,565
Lending commitments	9,467		1,792		195		317		11,771
Total loans and lending commitments	$	49,650	$	5,152	$	2,820	$	30,714	$	88,336
Securities-based lending—LAL platform loans									$	35,549

	At December 31, 2018
	Contractual Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Securities-based lending and other loans	$	38,144	$	3,573	$	2,004	$	1,006	$	44,727
Residential real estate loans	—		30		1		27,436		27,467
Total loans	$	38,144	$	3,603	$	2,005	$	28,442	$	72,194
Lending commitments	9,197		1,151		42		273		10,663
Total loans and lending commitments	$	47,341	$	4,754	$	2,047	$	28,715	$	82,857
Securities-based lending—LAL platform loans									$	33,247

The principal Wealth Management lending activities include securities-based lending and residential real estate loans.

Securities-based lending provided to our clients is primarily conducted through our Liquidity Access Line (“LAL”) platform. For more information about our securities-based lending and residential real estate loans, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk—Wealth Management” in the 2018 Form 10-K.

For the current year period, Loans and Lending commitments associated with the Wealth Management business segment increased due to growth in Securities-based lending and Residential real estate loans.

Customer and Other Receivables

Margin Loans

	At September 30, 2019
$ in millions	IS		WM		Total
Customer receivables representing margin loans	$	18,321	$	9,747	$	28,068

	At December 31, 2018
$ in millions	IS		WM		Total
Customer receivables representing margin loans	$	14,842	$	11,383	$	26,225

The Institutional Securities and Wealth Management business segments provide margin lending arrangements, which allow customers to borrow against the value of qualifying securities. Margin lending activities generally have minimal credit risk due to the value of collateral held and their short-term nature. Amounts may fluctuate from period to period as overall client balances change as a result of market levels, client positioning and leverage.

Employee Loans

$ in millions	At September 30, 2019			At December 31, 2018
Balance	$	2,990		$	3,415
Allowance for loan losses	(61		)	(63		)
Balance, net	$	2,929		$	3,352
Remaining repayment term, weighted average in years	4.7			4.3

Employee loans are granted in conjunction with a program established primarily to recruit certain Wealth Management representatives, are full recourse and generally require periodic repayments. We establish an allowance for loan amounts we do not consider recoverable, and the related provision is recorded in Compensation and benefits expense.

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Derivatives

Fair Value of OTC Derivative Assets

	Counterparty Credit Rating1
$ in millions	AAA			AA			A			BBB			NIG			Total
At September 30, 2019
<1 year	$	537		$	4,735		$	36,673		$	21,372		$	6,481		$	69,798
1-3 years	346			2,454			24,447			15,364			8,278			50,889
3-5 years	456			2,629			13,795			8,774			2,900			28,554
Over 5 years	3,749			17,709			94,707			47,846			17,387			181,398
Total, gross	$	5,088		$	27,527		$	169,622		$	93,356		$	35,046		$	330,639
Counterparty netting	(2,025		)	(17,592		)	(138,116		)	(71,427		)	(21,422		)	(250,582		)
Cash and securities collateral	(2,735		)	(8,114		)	(26,764		)	(16,578		)	(9,377		)	(63,568		)
Total, net	$	328		$	1,821		$	4,742		$	5,351		$	4,247		$	16,489

	Counterparty Credit Rating1
$ in millions	AAA			AA			A			BBB			NIG			Total
At December 31, 2018
<1 year	$	878		$	7,430		$	38,718		$	15,009		$	7,183		$	69,218
1-3 years	664			2,362			22,239			10,255			7,097			42,617
3-5 years	621			2,096			11,673			6,014			2,751			23,155
Over 5 years	3,535			9,725			67,166			36,087			11,112			127,625
Total, gross	$	5,698		$	21,613		$	139,796		$	67,365		$	28,143		$	262,615
Counterparty netting	(2,325		)	(13,771		)	(113,045		)	(49,658		)	(16,681		)	(195,480		)
Cash and securities collateral	(3,214		)	(5,766		)	(21,931		)	(12,702		)	(8,269		)	(51,882		)
Total, net	$	159		$	2,076		$	4,820		$	5,005		$	3,193		$	15,253

$ in millions	At September 30, 2019		At December 31, 2018
Industry
Utilities	$	4,550	$	4,324
Financials	3,903		4,480
Industrials	1,313		1,335
Healthcare	1,298		787
Regional governments	864		779
Not-for-profit organizations	742		583
Energy	616		199
Sovereign governments	587		385
Information technology	569		695
Consumer discretionary	494		188
Materials	453		275
Communications services	314		373
Real estate	275		283
Insurance	243		235
Consumer staples	173		216
Other	95		116
Total	$	16,489	$	15,253

1. Obligor credit ratings are determined internally by CRM.

We incur credit risk as a dealer in OTC derivatives. Credit risk with respect to derivative instruments arises from the possibility that a counterparty may fail to perform according to the terms of the contract. For more information on derivatives, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk—Derivatives” in the 2018 Form 10-K and Note 4 to the financial statements.

Country Risk

Country risk exposure is the risk that events in, or that affect, a foreign country (any country other than the U.S.) might adversely affect us. We actively manage country risk exposure through a comprehensive risk management framework that combines credit and market fundamentals and allows us to effectively identify, monitor and limit country risk. For a further discussion of our country risk exposure see, “Quantitative and Qualitative Disclosures about Risk—Country Risk” in the 2018 Form 10-K.

Our sovereign exposures consist of financial contracts and obligations entered into with sovereign and local governments. Our non-sovereign exposures consist of financial contracts and obligations entered into primarily with corporations and financial institutions. Index credit derivatives are included in the following country risk exposure table. Each reference entity within an index is allocated to that reference entity’s country of risk. Index exposures are allocated to the underlying reference entities in proportion to the notional weighting of each reference entity in the index, adjusted for any fair value receivable or payable for that reference entity. Where credit risk crosses multiple jurisdictions, for example, a CDS purchased from an issuer in a specific country that references bonds issued by an entity in a different country, the fair value of the CDS is reflected in the Net Counterparty Exposure row based on the country of the CDS issuer. Further, the notional amount of the CDS adjusted for the fair value of the receivable or payable is reflected in the Net Inventory row based on the country of the underlying reference entity.

Top 10 Non-U.S. Country Exposures at September 30, 2019

United Kingdom
$ in millions	Sovereigns			Non-sovereigns			Total
Net inventory1	$	(879	)	$	718		$	(161	)
Net counterparty exposure2	4			10,262			10,266
Loans	—			2,583			2,583
Lending commitments	—			5,608			5,608
Exposure before hedges	(875		)	19,171			18,296
Hedges3	(311		)	(1,211		)	(1,522		)
Net exposure	$	(1,186	)	$	17,960		$	16,774

Japan
$ in millions	Sovereigns			Non-sovereigns			Total
Net inventory1	$	5,621		$	662		$	6,283
Net counterparty exposure2	47			3,560			3,607
Loans	—			324			324
Exposure before hedges	5,668			4,546			10,214
Hedges3	(77		)	(116		)	(193		)
Net exposure	$	5,591		$	4,430		$	10,021

September 2019 Form 10-Q 36

Table of Contents
Risk Disclosures

Spain
$ in millions	Sovereigns		Non-sovereigns			Total
Net inventory1	$	15	$	(124	)	$	(109	)
Net counterparty exposure2	—		218			218
Loans	—		3,671			3,671
Lending commitments	—		617			617
Exposure before hedges	15		4,382			4,397
Hedges3	—		(125		)	(125		)
Net exposure	$	15	$	4,257		$	4,272

Germany
$ in millions	Sovereigns			Non-sovereigns			Total
Net inventory1	$	(2,378	)	$	1		$	(2,377	)
Net counterparty exposure2	96			2,643			2,739
Loans	—			1,097			1,097
Lending commitments	—			3,792			3,792
Exposure before hedges	(2,282		)	7,533			5,251
Hedges3	(231		)	(811		)	(1,042		)
Net exposure	$	(2,513	)	$	6,722		$	4,209

Brazil
$ in millions	Sovereigns			Non-sovereigns			Total
Net inventory1	$	3,730		$	49		$	3,779
Net counterparty exposure2	—			178			178
Loans	—			37			37
Lending commitments	—			235			235
Exposure before hedges	3,730			499			4,229
Hedges3	(12		)	(32		)	(44		)
Net exposure	$	3,718		$	467		$	4,185

China
$ in millions	Sovereigns			Non-sovereigns			Total
Net inventory1	$	(284	)	$	964		$	680
Net counterparty exposure2	126			237			363
Loans	—			1,866			1,866
Lending commitments	—			865			865
Exposure before hedges	(158		)	3,932			3,774
Hedges3	(82		)	(80		)	(162		)
Net exposure	$	(240	)	$	3,852		$	3,612

Canada
$ in millions	Sovereigns			Non-sovereigns			Total
Net inventory1	$	(168	)	$	101		$	(67	)
Net counterparty exposure2	107			1,944			2,051
Loans	—			218			218
Lending commitments	—			1,473			1,473
Exposure before hedges	(61		)	3,736			3,675
Hedges3	—			(140		)	(140		)
Net exposure	$	(61	)	$	3,596		$	3,535

France
$ in millions	Sovereigns			Non-sovereigns			Total
Net inventory1	$	(1,367	)	$	(784	)	$	(2,151	)
Net counterparty exposure2	—			2,585			2,585
Loans	—			595			595
Lending commitments	—			2,851			2,851
Exposure before hedges	(1,367		)	5,247			3,880
Hedges3	(6		)	(553		)	(559		)
Net exposure	$	(1,373	)	$	4,694		$	3,321

India
$ in millions	Sovereigns		Non-sovereigns		Total
Net inventory1	$	1,624	$	592	$	2,216
Net counterparty exposure2	—		655		655
Loans	—		242		242
Exposure before hedges	1,624		1,489		3,113
Net exposure	$	1,624	$	1,489	$	3,113

Ireland
$ in millions	Sovereigns			Non-sovereigns		Total
Net inventory1	$	(23	)	$	223	$	200
Net counterparty exposure2	3			220		223
Loans	—			2,177		2,177
Lending commitments	—			361		361
Exposure before hedges	(20		)	2,981		2,961
Hedges3	(30		)	—		(30		)
Net exposure	$	(50	)	$	2,981	$	2,931

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 a notional amount assuming zero recovery adjusted for the fair value of any receivable or payable).

2. Net counterparty exposure (e.g., repurchase transactions, securities lending and OTC derivatives) takes into consideration legally enforceable master netting agreements and collateral. Net counterparty exposure is net of the benefit of collateral received. For more information, see “Additional Information—Top 10 Non-U.S. Country Exposures” herein.

3. Amounts represent CDS hedges (purchased and sold) on net counterparty exposure and lending executed by trading desks responsible for hedging counterparty and lending credit risk exposures. Amounts are based on the CDS notional amount assuming zero recovery adjusted for any fair value receivable or payable. For further description of the contractual terms for purchased credit protection and whether they may limit the effectiveness of our hedges, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk—Derivatives” in the 2018 Form 10-K.

Additional Information—Top 10 Non-U.S. Country Exposures

Benefit of Collateral Received against Net Counterparty Exposure

$ in millions		At September 30, 2019
Counterparty credit exposure	Collateral1
Germany	Germany and Austria	$	12,964
United Kingdom	U.K., U.S. and Japan	10,416
Other	Japan, France and U.S.	19,298

1. Collateral primarily consists of cash and government obligations.

37 September 2019 Form 10-Q

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Risk Disclosures

Country Risk Exposures Related to the U.K.

At September 30, 2019, our country risk exposure in the U.K. included net exposures of $16,774 million (as shown in the Top 10 Country Exposures table) and overnight deposits of $6,013 million. The $17,960 million of exposures to non-sovereigns were diversified across both names and sectors and include $6,445 million to U.K.-focused counterparties that generate more than one-third of their revenues in the U.K., $4,864 million to geographically diversified counterparties, and $5,970 million to exchanges and clearinghouses.

Operational Risk

Operational risk refers to the risk of loss, or of damage to our reputation, resulting from inadequate or failed processes or systems, from human factors or from external events (e.g., fraud, theft, legal and compliance risks, cyber attacks or damage to physical assets). We may incur operational risk across the full scope of our business activities, including revenue-generating activities (e.g., sales and trading) and support and control groups (e.g., information technology and trade processing). For a further discussion about our operational risk, see “Quantitative and Qualitative Disclosures about Risk—Operational Risk” in the 2018 Form 10-K.

Model Risk

Model risk refers to the potential for adverse consequences from decisions based on incorrect or misused model outputs. Model risk can lead to financial loss, poor business and strategic decision making, or damage to a firm’s reputation. The risk inherent in a model is a function of the materiality, complexity and uncertainty around inputs and assumptions. Model risk is generated from the use of models impacting financial statements, regulatory filings, capital adequacy assessments and the formulation of strategy. For a further discussion about our model risk, see “Quantitative and Qualitative Disclosures about Risk—Model Risk” in the 2018 Form 10-K.

Liquidity Risk

Liquidity risk refers to the risk that we will be unable to finance our operations due to a loss of access to the capital markets or difficulty in liquidating our assets. Liquidity risk also encompasses our ability (or perceived ability) to meet our financial obligations without experiencing significant business disruption or reputational damage that may threaten our viability as a going concern. For a further discussion about our liquidity risk, see “Quantitative and Qualitative Disclosures about Risk—Liquidity Risk” in the 2018 Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” herein.

Legal and Compliance Risk

Legal and compliance risk includes the risk of legal or regulatory sanctions, material financial loss, including fines, penalties, judgments, damages and/or settlements, or loss to reputation that we may suffer as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes of conduct applicable to our business activities. This risk also includes contractual and commercial risk, such as the risk that a counterparty’s performance obligations will be unenforceable. It also includes compliance with AML, terrorist financing, and anti-corruption rules and regulations. For a further discussion about our legal and compliance risk, see “Quantitative and Qualitative Disclosures about Risk—Legal and Compliance Risk” in the 2018 Form 10-K.

September 2019 Form 10-Q 38

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Morgan Stanley:

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheet of Morgan Stanley and subsidiaries (the “Firm”) as of September 30, 2019, and the related condensed consolidated income statements, comprehensive income statements and statements of changes in total equity for the three-month and nine-month periods ended September 30, 2019 and 2018, and the cash flow statements for the nine-month periods ended September 30, 2019 and 2018, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Firm as of December 31, 2018, and the related consolidated income statement, comprehensive income statement, cash flow statement and statement of changes in total equity for the year then ended (not presented herein) included in the Firm’s Annual Report on Form 10-K; and in our report dated February 26, 2019, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2018 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Firm’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Firm in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

New York, New York

November 5, 2019

39 September 2019 Form 10-Q

Table of Contents
Consolidated Income Statements (Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
in millions, except per share data	2019		2018			2019		2018
Revenues
Investment banking	$	1,635	$	1,567		$	4,467	$	4,994
Trading	2,608		2,752			8,781		9,815
Investments	87		136			801		409
Commissions and fees	990		932			2,935		3,144
Asset management	3,363		3,251			9,632		9,632
Other	131		298			685		748
Total non-interest revenues	8,814		8,936			27,301		28,742
Interest income	4,350		3,627			13,146		9,781
Interest expense	3,132		2,691			9,885		6,964
Net interest	1,218		936			3,261		2,817
Net revenues	10,032		9,872			30,562		31,559
Non-interest expenses
Compensation and benefits	4,427		4,310			13,609		13,845
Occupancy and equipment	353		351			1,053		1,033
Brokerage, clearing and exchange fees	637		559			1,860		1,795
Information processing and communications	557		513			1,627		1,487
Marketing and business development	157		152			460		471
Professional services	531		570			1,582		1,660
Other	660		566			1,803		1,888
Total non-interest expenses	7,322		7,021			21,994		22,179
Income from continuing operations before income taxes	2,710		2,851			8,568		9,380
Provision for income taxes	492		696			1,636		2,050
Income from continuing operations	2,218		2,155			6,932		7,330
Income (loss) from discontinued operations, net of income taxes	—		(1		)	—		(5		)
Net income	$	2,218	$	2,154		$	6,932	$	7,325
Net income applicable to noncontrolling interests	45		42			129		108
Net income applicable to Morgan Stanley	$	2,173	$	2,112		$	6,803	$	7,217
Preferred stock dividends	113		93			376		356
Earnings applicable to Morgan Stanley common shareholders	$	2,060	$	2,019		$	6,427	$	6,861
Earnings per common share
Basic	$	1.28	$	1.19		$	3.94	$	3.99
Diluted	$	1.27	$	1.17		$	3.89	$	3.92
Average common shares outstanding
Basic	1,604		1,697			1,632		1,719
Diluted	1,627		1,727			1,653		1,749

September 2019 Form 10-Q 40 See Notes to Consolidated Financial Statements

Table of Contents
Consolidated Comprehensive Income Statements (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Net income	$	2,218		$	2,154		$	6,932		$	7,325
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(99	)	$	(79	)	$	(56	)	$	(154	)
Change in net unrealized gains (losses) on available-for-sale securities	214			(171		)	1,252			(707		)
Pension, postretirement and other	3			5			7			16
Change in net debt valuation adjustment	337			(743		)	(529		)	347
Total other comprehensive income (loss)	$	455		$	(988	)	$	674		$	(498	)
Comprehensive income	$	2,673		$	1,166		$	7,606		$	6,827
Net income applicable to noncontrolling interests	45			42			129			108
Other comprehensive income (loss) applicable to noncontrolling interests	2			(59		)	(20		)	4
Comprehensive income applicable to Morgan Stanley	$	2,626		$	1,183		$	7,497		$	6,715

See Notes to Consolidated Financial Statements 41 September 2019 Form 10-Q

Table of Contents
Consolidated Balance Sheets

$ in millions, except share data	(Unaudited) At September 30, 2019			At December 31, 2018
Assets
Cash and cash equivalents:
Cash and due from banks	$	35,721		$	30,541
Interest bearing deposits with banks	13,196			21,299
Restricted cash	30,739			35,356
Trading assets at fair value ($116,506 and $120,437 were pledged to various parties)	277,423			266,299
Investment securities (includes $64,714 and $61,061 at fair value)	105,790			91,832
Securities purchased under agreements to resell (includes $4 and $— at fair value)	93,367			98,522
Securities borrowed	132,401			116,313
Customer and other receivables	59,514			53,298
Loans:
Held for investment (net of allowance of $297 and $238)	110,815			99,815
Held for sale	14,707			15,764
Goodwill	7,139			6,688
Intangible assets (net of accumulated amortization of $3,124 and $2,877)	2,211			2,163
Other assets	19,581			15,641
Total assets	$	902,604		$	853,531
Liabilities
Deposits (includes $1,622 and $442 at fair value)	$	180,738		$	187,820
Trading liabilities at fair value	143,405			126,747
Securities sold under agreements to repurchase (includes $732 and $812 at fair value)	59,462			49,759
Securities loaned	9,691			11,908
Other secured financings (includes $6,352 and $5,245 at fair value)	9,836			9,466
Customer and other payables	202,915			179,559
Other liabilities and accrued expenses	19,348			17,204
Borrowings (includes $61,654 and $51,184 at fair value)	193,659			189,662
Total liabilities	819,054			772,125
Commitments and contingent liabilities (see Note 11)
Equity
Morgan Stanley shareholders’ equity:
Preferred stock	8,520			8,520
Common stock, $0.01 par value:
Shares authorized: 3,500,000,000; Shares issued: 2,038,893,979; Shares outstanding: 1,623,587,078 and 1,699,828,943	20			20
Additional paid-in capital	23,649			23,794
Retained earnings	69,071			64,175
Employee stock trusts	2,865			2,836
Accumulated other comprehensive income (loss)	(1,598		)	(2,292		)
Common stock held in treasury at cost, $0.01 par value (415,306,901 and 339,065,036 shares)	(17,280		)	(13,971		)
Common stock issued to employee stock trusts	(2,865		)	(2,836		)
Total Morgan Stanley shareholders’ equity	82,382			80,246
Noncontrolling interests	1,168			1,160
Total equity	83,550			81,406
Total liabilities and equity	$	902,604		$	853,531

September 2019 Form 10-Q 42 See Notes to Consolidated Financial Statements

Table of Contents
Consolidated Statements of Changes in Total Equity (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Preferred Stock
Beginning and ending balance	$	8,520		$	8,520		$	8,520		$	8,520
Common Stock
Beginning and ending balance	20			20			20			20
Additional Paid-in Capital
Beginning balance	23,446			23,454			23,794			23,545
Share-based award activity	196			210			(154		)	119
Other net increases	7			—			9			—
Ending balance	23,649			23,664			23,649			23,664
Retained Earnings
Beginning balance	67,588			61,835			64,175			57,577
Cumulative adjustments for accounting changes1	—			—			63			306
Net income applicable to Morgan Stanley	2,173			2,112			6,803			7,217
Preferred stock dividends2	(113		)	(93		)	(376		)	(356		)
Common stock dividends2	(577		)	(524		)	(1,594		)	(1,414		)
Ending balance	69,071			63,330			69,071			63,330
Employee Stock Trusts
Beginning balance	2,889			2,829			2,836			2,907
Share-based award activity	(24		)	(32		)	29			(110		)
Ending balance	2,865			2,797			2,865			2,797
Accumulated Other Comprehensive Income (Loss)
Beginning balance	(2,051		)	(3,070		)	(2,292		)	(3,060		)
Cumulative adjustments for accounting changes1	—			—			—			(437		)
Net change in Accumulated other comprehensive income (loss)	453			(929		)	694			(502		)
Ending balance	(1,598		)	(3,999		)	(1,598		)	(3,999		)
Common Stock Held In Treasury at Cost
Beginning balance	(15,799		)	(11,650		)	(13,971		)	(9,211		)
Share-based award activity	57			25			1,138			759
Repurchases of common stock and employee tax withholdings	(1,538		)	(1,207		)	(4,447		)	(4,380		)
Ending balance	(17,280		)	(12,832		)	(17,280		)	(12,832		)
Common Stock Issued to Employee Stock Trusts
Beginning balance	(2,889		)	(2,829		)	(2,836		)	(2,907		)
Share-based award activity	24			32			(29		)	110
Ending balance	(2,865		)	(2,797		)	(2,865		)	(2,797		)
Non-Controlling Interests
Beginning balance	1,121			1,397			1,160			1,075
Net income applicable to non-controlling interests	45			42			129			108
Net change in Accumulated other comprehensive income (loss)	2			(59		)	(20		)	4
Other net increases (decreases)	—			(9		)	(101		)	184
Ending balance	1,168			1,371			1,168			1,371
Total Equity	$	83,550		$	80,074		$	83,550		$	80,074

1. Cumulative adjustments for accounting changes relate to the adoption of certain accounting updates during the current and prior year periods. See Notes 2 and 14 for further information.

2. See Note 14 for information regarding dividends per share for common stock and each class of preferred stock.

See Notes to Consolidated Financial Statements 43 September 2019 Form 10-Q

Table of Contents
Consolidated Cash Flow Statements (Unaudited)

	Nine Months Ended September 30,
$ in millions	2019			2018
Cash flows from operating activities
Net income	$	6,932		$	7,325
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Stock-based compensation expense	825			743
Depreciation and amortization	1,987			1,375
(Release of) Provision for credit losses on lending activities	104			(27		)
Other operating adjustments	(114		)	(27		)
Changes in assets and liabilities:
Trading assets, net of Trading liabilities	17,036			10,039
Securities borrowed	(16,088		)	(18,479		)
Securities loaned	(2,217		)	(1,759		)
Customer and other receivables and other assets	(5,135		)	(4,092		)
Customer and other payables and other liabilities	22,721			310
Securities purchased under agreements to resell	5,155			15,172
Securities sold under agreements to repurchase	9,703			3,904
Net cash provided by (used for) operating activities	40,909			14,484
Cash flows from investing activities
Proceeds from (payments for):
Other assets—Premises, equipment and software, net	(1,460		)	(1,361		)
Changes in loans, net	(10,079		)	(7,697		)
Investment securities:
Purchases	(35,078		)	(16,836		)
Proceeds from sales	13,561			2,947
Proceeds from paydowns and maturities	8,183			9,126
Other investing activities	(848		)	(245		)
Net cash provided by (used for) investing activities	(25,721		)	(14,066		)
Cash flows from financing activities
Net proceeds from (payments for):
Other secured financings	(587		)	(1,874		)
Deposits	(7,084		)	15,749
Proceeds from issuance of Borrowings	23,697			34,233
Payments for:
Borrowings	(30,391		)	(28,235		)
Repurchases of common stock and employee tax withholdings	(4,447		)	(4,380		)
Cash dividends	(2,082		)	(1,788		)
Other financing activities	(286		)	(343		)
Net cash provided by (used for) financing activities	(21,180		)	13,362
Effect of exchange rate changes on cash and cash equivalents	(1,548		)	(1,694		)
Net increase (decrease) in cash and cash equivalents	(7,540		)	12,086
Cash and cash equivalents, at beginning of period	87,196			80,395
Cash and cash equivalents, at end of period	$	79,656		$	92,481
Cash and cash equivalents:
Cash and due from banks	$	35,721		$	36,641
Interest bearing deposits with banks	13,196			22,638
Restricted cash	30,739			33,202
Cash and cash equivalents, at end of period	$	79,656		$	92,481
Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest	$	9,760		$	6,818
Income taxes, net of refunds	1,603			1,009

September 2019 Form 10-Q 44 See Notes to Consolidated Financial Statements

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

1. Introduction and Basis of Presentation

The Firm

Morgan Stanley is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Wealth Management and Investment Management. Morgan Stanley, through its subsidiaries and affiliates, provides a wide variety of products and services to a large and diversified group of clients and customers, including corporations, governments, financial institutions and individuals. Unless the context otherwise requires, the terms “Morgan Stanley” or the “Firm” mean Morgan Stanley (the “Parent Company”) together with its consolidated subsidiaries. See the “Glossary of Common Acronyms” for definitions of certain acronyms used throughout this Form 10-Q.

A description of the clients and principal products and services of each of the Firm’s business segments is as follows:

Institutional Securities provides investment banking, sales and trading, lending and other services to corporations, governments, financial institutions, and high to ultra-high net worth clients. Investment banking services consist of capital raising and financial advisory services, including services relating to the underwriting of debt, equity and other securities, as well as advice on mergers and acquisitions, restructurings, real estate and project finance. Sales and trading services include sales, financing, prime brokerage and market-making activities in equity and fixed income products, including foreign exchange and commodities. Lending activities include originating corporate loans, commercial mortgage lending, providing secured lending facilities and extending financing to sales and trading customers. Other activities include investments and research.

Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses and institutions covering brokerage and investment advisory services; financial and wealth planning services; annuity and insurance products; securities-based lending, residential real estate loans and other lending products; banking and retirement plan services.

Investment Management provides a broad range of investment strategies and products that span geographies, asset classes, and public and private markets to a diverse group of clients across institutional and intermediary channels. Strategies and products include equity, fixed income, liquidity and alternative/other products. Institutional clients include defined benefit/defined contribution plans, foundations, endowments, government entities, sovereign wealth funds, insurance companies, third-party fund sponsors and corporations. Individual clients are served through intermediaries, including affiliated and non-affiliated distributors.

Basis of Financial Information

The unaudited consolidated financial statements (“financial statements”) are prepared in accordance with U.S. GAAP, which requires the Firm to make estimates and assumptions regarding the valuations of certain financial instruments, the valuation of goodwill and intangible assets, compensation, deferred tax assets, the outcome of legal and tax matters, allowance for credit losses and other matters that affect its financial statements and related disclosures. The Firm believes that the estimates utilized in the preparation of its financial statements are prudent and reasonable. Actual results could differ materially from these estimates. Intercompany balances and transactions have been eliminated. Certain reclassifications have been made to prior periods to conform to the current presentation.

The Firm has evaluated subsequent events for adjustment to or disclosure in the financial statements through the date of this report and has not identified any recordable or disclosable events not otherwise reported in these financial statements or the notes thereto.

The accompanying financial statements should be read in conjunction with the Firm’s financial statements and notes thereto included in the 2018 Form 10-K. Certain footnote disclosures included in the 2018 Form 10-K have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. The financial statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for the fair presentation of the results for the interim period. The results of operations for interim periods are not necessarily indicative of results for the entire year.

Consolidation

The financial statements include the accounts of the Firm, its wholly owned subsidiaries and other entities in which the Firm has a controlling financial interest, including certain VIEs (see Note 12). For consolidated subsidiaries that are not wholly owned, the third-party holdings of equity interests are referred to as noncontrolling interests. The net income attributable to noncontrolling interests for such subsidiaries is presented as Net income applicable to noncontrolling interests in the consolidated income statements (“income statements”). The portion of shareholders’ equity that is attributable to noncontrolling interests for such subsidiaries is presented as noncontrolling interests, a component of total equity, in the consolidated balance sheets (“balance sheets”).

For a discussion of the Firm’s significant regulated U.S. and international subsidiaries and its involvement with VIEs, see Note 1 to the financial statements in the 2018 Form 10-K.

45 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

2. Significant Accounting Policies

For a detailed discussion about the Firm’s significant accounting policies and for further information on accounting updates adopted in the prior year, see Note 2 to the financial statements in the 2018 Form 10-K.

During the nine months ended September 30, 2019 (“current year period”), there were no significant revisions to the Firm’s significant accounting policies, other than for the accounting updates adopted.

Accounting Updates Adopted

The Firm adopted the following accounting updates on January 1, 2019. Prior periods are presented under previous policies.

Leases

Upon the adoption of Leases, the Firm began recognizing in the balance sheet leases with terms exceeding one year as right-of-use (“ROU”) assets and corresponding liabilities. The adoption resulted in an increase to Retained earnings of approximately $63 million, net of tax, related to deferred revenue from previously recorded sale-leaseback transactions. At transition on January 1, 2019, the adoption also resulted in a balance sheet gross-up of approximately $4 billion reflected in Other assets and Other liabilities and accrued expenses. See Note 11 for lease disclosures, including amounts reflected in the September 30, 2019 balance sheet. Prior period amounts were not restated.

As allowed by the guidance, the Firm elected not to reassess the following at transition: whether existing contracts are or contain leases, and for existing leases, lease classification and initial direct costs. In addition, the Firm continues to account for existing land easements as service contracts.

Both at transition and for new leases thereafter, ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term, including non-lease components such as fixed common area maintenance costs and other fixed costs such as real estate taxes and insurance.

The discount rates used in determining the present value of leases are the Firm’s incremental borrowing rates, developed based upon each lease’s term and currency of payment. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Firm will exercise that option. For operating leases, the ROU assets also include any prepaid lease payments and initial direct costs incurred and are reduced by lease incentives. For these leases, lease expense is recognized on a straight-line basis over the lease term if the ROU asset has not been impaired or abandoned.

Derivatives and Hedging (ASU 2018-16)

The amendments in this update permit use of the OIS rate based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes. The Firm adopted this update on a prospective basis for qualifying new or redesignated hedging relationships. This update did not impact the Firm’s pre-existing hedges.

Goodwill

The Firm completed its annual goodwill impairment testing as of July 1, 2019. The Firm's impairment testing did not indicate any goodwill impairment, as each of the Firm's reporting units with goodwill had a fair value that was substantially in excess of its carrying value.

3. Fair Values

Recurring Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	At September 30, 2019
$ in millions	Level 1			Level 2			Level 3			Netting1			Total
Assets at fair value
Trading assets:
U.S. Treasury and agency securities	$	44,129		$	25,280		$	18		$	—		$	69,427
Other sovereign government obligations	33,333			5,512			12			—			38,857
State and municipal securities	—			3,080			1			—			3,081
MABS	—			1,593			401			—			1,994
Loans and lending commitments2	—			5,155			4,869			—			10,024
Corporate and other debt	—			21,646			1,390			—			23,036
Corporate equities3	92,191			459			103			—			92,753
Derivative and other contracts:
Interest rate	1,965			220,709			1,502			—			224,176
Credit	—			6,870			849			—			7,719
Foreign exchange	55			64,477			100			—			64,632
Equity	982			46,836			1,082			—			48,900
Commodity and other	1,305			6,866			3,099			—			11,270
Netting1	(3,686		)	(265,103		)	(1,122		)	(54,162		)	(324,073		)
Total derivative and other contracts	621			80,655			5,510			(54,162		)	32,624
Investments4	514			200			785			—			1,499
Physical commodities	—			1,022			—			—			1,022
Total trading assets	170,788			144,602			13,089			(54,162		)	274,317
Investment securities—AFS	34,931			29,783			—			—			64,714
Securities purchased under agreements to resell	—			4			—			—			4
Total assets at fair value	$	205,719		$	174,389		$	13,089		$	(54,162	)	$	339,035

September 2019 Form 10-Q 46

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

	At September 30, 2019
$ in millions	Level 1			Level 2			Level 3			Netting1			Total
Liabilities at fair value
Deposits	$	—		$	1,477		$	145		$	—		$	1,622
Trading liabilities:
U.S. Treasury and agency securities	12,826			194			1			—			13,021
Other sovereign government obligations	22,090			1,593			3			—			23,686
Corporate and other debt	—			7,968			4			—			7,972
Corporate equities3	63,197			95			32			—			63,324
Derivative and other contracts:
Interest rate	1,730			211,860			714			—			214,304
Credit	—			7,361			744			—			8,105
Foreign exchange	13			66,223			48			—			66,284
Equity	987			46,484			2,463			—			49,934
Commodity and other	1,324			6,456			1,125			—			8,905
Netting1	(3,686		)	(265,103		)	(1,122		)	(42,219		)	(312,130		)
Total derivative and other contracts	368			73,281			3,972			(42,219		)	35,402
Total trading liabilities	98,481			83,131			4,012			(42,219		)	143,405
Securities sold under agreements to repurchase	—			732			—			—			732
Other secured financings	—			6,242			110			—			6,352
Borrowings	—			58,116			3,538			—			61,654
Total liabilities at fair value	$	98,481		$	149,698		$	7,805		$	(42,219	)	$	213,765

	At December 31, 2018
$ in millions	Level 1			Level 2			Level 3			Netting1			Total
Assets at fair value
Trading assets:
U.S. Treasury and agency securities	$	38,767		$	29,594		$	54		$	—		$	68,415
Other sovereign government obligations	28,395			5,529			17			—			33,941
State and municipal securities	—			3,161			148			—			3,309
MABS	—			2,154			354			—			2,508
Loans and lending commitments2	—			4,055			6,870			—			10,925
Corporate and other debt	—			18,129			1,076			—			19,205
Corporate equities3	93,626			522			95			—			94,243
Derivative and other contracts:
Interest rate	2,793			155,027			1,045			—			158,865
Credit	—			5,707			421			—			6,128
Foreign exchange	62			63,023			161			—			63,246
Equity	1,256			45,596			1,022			—			47,874
Commodity and other	963			8,517			2,992			—			12,472
Netting1	(4,151		)	(210,190		)	(896		)	(44,175		)	(259,412		)
Total derivative and other contracts	923			67,680			4,745			(44,175		)	29,173
Investments4	412			293			757			—			1,462
Physical commodities	—			536			—			—			536
Total trading assets	162,123			131,653			14,116			(44,175		)	263,717
Investment securities—AFS	36,399			24,662			—			—			61,061
Intangible assets	—			5			—			—			5
Total assets at fair value	$	198,522		$	156,320		$	14,116		$	(44,175	)	$	324,783

47 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

	At December 31, 2018
$ in millions	Level 1			Level 2			Level 3			Netting1			Total
Liabilities at fair value
Deposits	$	—		$	415		$	27		$	—		$	442
Trading liabilities:
U.S. Treasury and agency securities	11,272			543			—			—			11,815
Other sovereign government obligations	21,391			1,454			—			—			22,845
Corporate and other debt	—			8,550			1			—			8,551
Corporate equities3	56,064			199			15			—			56,278
Derivative and other contracts:
Interest rate	2,927			142,746			427			—			146,100
Credit	—			5,772			381			—			6,153
Foreign exchange	41			63,379			86			—			63,506
Equity	1,042			47,091			2,507			—			50,640
Commodity and other	1,228			6,872			940			—			9,040
Netting1	(4,151		)	(210,190		)	(896		)	(32,944		)	(248,181		)
Total derivative and other contracts	1,087			55,670			3,445			(32,944		)	27,258
Total trading liabilities	89,814			66,416			3,461			(32,944		)	126,747
Securities sold under agreements to repurchase	—			812			—			—			812
Other secured financings	—			5,037			208			—			5,245
Borrowings	—			47,378			3,806			—			51,184
Total liabilities at fair value	$	89,814		$	120,058		$	7,502		$	(32,944	)	$	184,430

MABS—Mortgage- and asset-backed securities

1. For positions with the same counterparty classified in different levels of the fair value hierarchy, both counterparty netting and cash collateral netting are included in the column titled “Netting.” Positions classified within the same level that are with the same counterparty are netted within the column for that level. For further information on derivative instruments and hedging activities, see Note 4.

2. For a further breakdown by type, see the following Breakdown of Loans and Lending Commitments at Fair Value table.

3. For trading purposes, the Firm holds or sells short equity securities issued by entities in diverse industries and of varying sizes.

4. Amounts exclude certain investments that are measured based on NAV per share, which are not classified in the fair value hierarchy. For additional disclosure about such investments, see “Net Asset Value Measurements—Fund Interests” herein.

Breakdown of Loans and Lending Commitments at Fair Value

$ in millions	At September 30, 2019		At December 31, 2018
Corporate	$	7,387	$	9,171
Residential real estate	1,206		1,153
Commercial real estate	1,431		601
Total	$	10,024	$	10,925

Unsettled Fair Value of Futures Contracts¹ 

$ in millions	At September 30, 2019		At December 31, 2018
Customer and other receivables, net	$	501	$	615

1. These contracts are primarily Level 1, actively traded, valued based on quoted prices from the exchange and are excluded from the previous recurring fair value tables.

For a description of the valuation techniques applied to the Firm’s major categories of assets and liabilities measured at

fair value on a recurring basis, see Note 3 to the financial statements in the 2018 Form 10-K. During the current year period, there were no significant revisions made to the Firm’s valuation techniques.

Rollforward of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Assets at Fair value
U.S. Treasury and agency securities
Beginning balance	$	5		$	—		$	54		$	—
Purchases	11			5			18			5
Sales	—			—			(54		)	—
Net transfers	2			—			—			—
Ending balance	$	18		$	5		$	18		$	5
Unrealized gains (losses)	$	—		$	—		$	—		$	—
Other sovereign government obligations
Beginning balance	$	10		$	5		$	17		$	1
Realized and unrealized gains (losses)	(3		)	—			(2		)	—
Purchases	2			32			13			35
Sales	(2		)	(2		)	(6		)	—
Settlements	—			—			—			—
Net transfers	5			1			(10		)	—
Ending balance	$	12		$	36		$	12		$	36
Unrealized gains (losses)	$	(3	)	$	—		$	(2	)	$	—
State and municipal securities
Beginning balance	$	16		$	2		$	148		$	8
Realized and unrealized gains (losses)	—			—			—			—
Purchases	—			2			—			3
Sales	(2		)	—			(43		)	(7		)
Net transfers	(13		)	—			(104		)	—
Ending balance	$	1		$	4		$	1		$	4
Unrealized gains (losses)	$	—		$	—		$	—		$	—
MABS
Beginning balance	$	480		$	327		$	354		$	423
Realized and unrealized gains (losses)	(10		)	(1		)	(9		)	88
Purchases	5			23			66			73
Sales	(58		)	(46		)	(157		)	(317		)
Settlements	—			(14		)	(39		)	(16		)
Net transfers	(16		)	27			186			65
Ending balance	$	401		$	316		$	401		$	316
Unrealized gains (losses)	$	(8	)	$	(8	)	$	(38	)	$	(6	)
Loans and lending commitments
Beginning balance	$	5,604		$	6,923		$	6,870		$	5,945
Realized and unrealized gains (losses)	(51		)	17			3			16
Purchases and originations	852			2,076			1,934			4,030
Sales	(464		)	(1,184		)	(1,541		)	(978		)
Settlements	(811		)	(777		)	(2,130		)	(1,926		)
Net transfers	(261		)	(320		)	(267		)	(352		)
Ending balance	$	4,869		$	6,735		$	4,869		$	6,735
Unrealized gains (losses)	$	(55	)	$	12		$	283		$	(8	)

September 2019 Form 10-Q 48

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Corporate and other debt
Beginning balance	$	1,364		$	701		$	1,076		$	701
Realized and unrealized gains (losses)	157			(4		)	269			51
Purchases	341			109			632			276
Sales	(474		)	(153		)	(587		)	(227		)
Settlements	—			(6		)	(7		)	(8		)
Net transfers	2			63			7			(83		)
Ending balance	$	1,390		$	710		$	1,390		$	710
Unrealized gains (losses)	$	114		$	9		$	217		$	16
Corporate equities
Beginning balance	$	98		$	171		$	95		$	166
Realized and unrealized gains (losses)	1			(7		)	(41		)	17
Purchases	5			15			44			69
Sales	(16		)	(50		)	(268		)	(134		)
Net transfers	15			(23		)	273			(12		)
Ending balance	$	103		$	106		$	103		$	106
Unrealized gains (losses)	$	7		$	5		$	(38	)	$	14
Investments
Beginning balance	$	785		$	941		$	757		$	1,020
Realized and unrealized gains (losses)	(15		)	5			19			5
Purchases	7			72			28			134
Sales	(7		)	(103		)	(43		)	(209		)
Net transfers	15			(97		)	24			(132		)
Ending balance	$	785		$	818		$	785		$	818
Unrealized gains (losses)	$	(12	)	$	2		$	22		$	5
Net derivative and other contracts:
Interest rate
Beginning balance	$	816		$	567		$	618		$	1,218
Realized and unrealized gains (losses)	(40		)	(3		)	143			(46		)
Purchases	69			12			132			84
Issuances	(11		)	(9		)	(22		)	(38		)
Settlements	2			(2		)	16			(92		)
Net transfers	(48		)	12			(99		)	(549		)
Ending balance	$	788		$	577		$	788		$	577
Unrealized gains (losses)	$	120		$	24		$	214		$	(47	)
Credit
Beginning balance	$	(138	)	$	(2	)	$	40		$	41
Realized and unrealized gains (losses)	(183		)	(39		)	36			(17		)
Purchases	44			4			103			9
Issuances	(19		)	—			(162		)	(40		)
Settlements	389			58			90			30
Net transfers	12			—			(2		)	(2		)
Ending balance	$	105		$	21		$	105		$	21
Unrealized gains (losses)	$	20		$	(41	)	$	41		$	(20	)

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Foreign exchange
Beginning balance	$	(29	)	$	(26	)	$	75		$	(112	)
Realized and unrealized gains (losses)	67			(35		)	(83		)	71
Purchases	—			—			—			2
Issuances	—			—			—			(48		)
Settlements	5			2			—			43
Net transfers	9			15			60			—
Ending balance	$	52		$	(44	)	$	52		$	(44	)
Unrealized gains (losses)	$	79		$	(9	)	$	26		$	1
Equity
Beginning balance	$	(1,715	)	$	(1,535	)	$	(1,485	)	$	1,208
Realized and unrealized gains (losses)	(61		)	(149		)	59			83
Purchases	36			29			75			120
Issuances	(207		)	(138		)	(227		)	(1,052		)
Settlements	(56		)	84			(173		)	319
Net transfers	622			38			370			(2,349		)
Ending balance	$	(1,381	)	$	(1,671	)	$	(1,381	)	$	(1,671	)
Unrealized gains (losses)	$	(86	)	$	(132	)	$	81		$	19
Commodity and other
Beginning balance	$	1,861		$	2,032		$	2,052		$	1,446
Realized and unrealized gains (losses)	120			(29		)	35			332
Purchases	126			—			145			80
Issuances	(36		)	(11		)	(71		)	(18		)
Settlements	(107		)	(1		)	(307		)	17
Net transfers	10			29			120			163
Ending balance	$	1,974		$	2,020		$	1,974		$	2,020
Unrealized gains (losses)	$	33		$	(105	)	$	(89	)	$	33
Liabilities at Fair Value
Deposits
Beginning balance	$	138		$	37		$	27		$	47
Realized and unrealized losses (gains)	5			2			16			(1		)
Issuances	23			11			70			27
Settlements	(8		)	—			(12		)	(2		)
Net transfers	(13		)	23			44			2
Ending balance	$	145		$	73		$	145		$	73
Unrealized losses (gains)	$	5		$	2		$	16		$	(1	)
Nonderivative trading liabilities
Beginning balance	$	36		$	25		$	16		$	25
Realized and unrealized losses (gains)	(7		)	—			(37		)	(4		)
Purchases	(13		)	(12		)	(31		)	(15		)
Sales	6			3			36			12
Net transfers	18			(2		)	56			(4		)
Ending balance	$	40		$	14		$	40		$	14
Unrealized losses (gains)	$	(7	)	$	—		$	(37	)	$	(4	)

49 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Securities sold under agreements to repurchase
Beginning balance	$	—		$	—		$	—		$	150
Net transfers	—			—			—			(150		)
Ending balance	$	—		$	—		$	—		$	—
Unrealized losses (gains)	$	—		$	—		$	—		$	—
Other secured financings
Beginning balance	$	154		$	170		$	208		$	239
Realized and unrealized losses (gains)	(1		)	2			5			(16		)
Issuances	—			—			—			8
Settlements	—			—			(8		)	(18		)
Net transfers	(43		)	—			(95		)	(41		)
Ending balance	$	110		$	172		$	110		$	172
Unrealized losses (gains)	$	(1	)	$	2		$	5		$	(16	)
Borrowings
Beginning balance	$	3,939		$	3,295		$	3,806		$	2,984
Realized and unrealized losses (gains)	88			56			498			(156		)
Issuances	201			344			610			1,275
Settlements	(260		)	(81		)	(438		)	(339		)
Net transfers	(430		)	6			(938		)	(144		)
Ending balance	$	3,538		$	3,620		$	3,538		$	3,620
Unrealized losses (gains)	$	91		$	55		$	459		$	(168	)
Portion of Unrealized losses (gains) recorded in OCI—Change in net DVA	(23		)	82			68			(45		)

Level 3 instruments may be hedged with instruments classified in Level 1 and/or Level 2. The realized and unrealized gains (losses) for assets and liabilities within the Level 3 category presented in the previous tables do not reflect the related realized and unrealized gains (losses) on hedging instruments that have been classified by the Firm within the Level 1 and/or Level 2 categories.

The unrealized gains (losses) during the period for assets and liabilities within the Level 3 category may include changes in fair value during the period that were attributable to both observable and unobservable inputs. Total realized and unrealized gains (losses) are primarily included in Trading revenues in the income statements.

Additionally, in the previous tables, consolidations of VIEs are included in Purchases and deconsolidations of VIEs are included in Settlements.

Significant Unobservable Inputs Used in Recurring and Nonrecurring Level 3 Fair Value Measurements

Valuation Techniques and Unobservable Inputs

	Balance / Range (Average)1
$ in millions, except inputs	At September 30, 2019			At December 31, 2018
Assets Measured at Fair Value on a Recurring Basis
MABS	$	401		$	354
Comparable pricing:
Bond price	0 to 97 points (47 points)			0 to 97 points  (38 points)
Loans and lending commitments	$	4,869		$	6,870
Margin loan model:
Discount rate	1% to 7% (2%)			1% to 7% (2%)
Volatility skew	17% to 73% (27%)			19% to 56% (28%)
Credit Spread	9 to 41 bps (26 bps)			14 to 90 bps (36 bps)
Comparable pricing:
Loan price	70 to 100 points (93 points)			60 to 101 points  (95 points)
Corporate and other debt	$	1,390		$	1,076
Comparable pricing:
Bond price	12 to 105 points (82 points)			12 to 100 points (72 points)
Discounted cash flow:
Recovery rate	36		%	20		%
Discount rate	N/M			15% to 21% (16%)
Option model:
At the money volatility	21		%	24% to 78% (50%)
Corporate equities	$	103		$	95
Comparable pricing:
Equity price	100		%	100		%
Investments	$	785		$	757
Discounted cash flow:
WACC	15% to 16% (15%)			9% to 15% (10%)
Exit multiple	7 to 16 times (11 times)			7 to 10 times (10 times)
Market approach:
EBITDA multiple	7 to 25 times (11 times)			6 to 24 times (12 times)
Comparable pricing:
Equity price	75% to 100% (99%)			75% to 100% (96%)
Net derivative and other contracts:
Interest rate	$	788		$	618
Option model:
IR volatility skew	34% to 163% (71% / 71%)			22% to 95%  (48% / 51%)
Contingency probability	95%			N/M
IR curve correlation	37% to 89% (66% / 67%)			N/M
Bond volatility	4% to 19% (14% / 14%)			N/M
Inflation volatility	23% to 62% (43% / 40%)			23% to 65% (44% / 40%)
IR curve	1		%	1		%

September 2019 Form 10-Q 50

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Notes to Consolidated Financial Statements (Unaudited)

	Balance / Range (Average)1
$ in millions, except inputs	At September 30, 2019			At December 31, 2018
Credit	$	105		$	40
Comparable pricing:
Cash-synthetic basis	6 points			8 to 9 points (9 points)
Bond price	0 to 103 points (55 points)			0 to 75 points  (26 points)
Credit spread	9 to 507 bps (91 bps)			246 to 499 bps (380 bps)
Funding spread	69 to 131 bps (100 bps)			47 to 98 bps (93 bps)
Correlation model:
Credit correlation	32% to 62% (36%)			36% to 69% (44%)
Foreign exchange2	$	52		$	75
Option model:
IR - FX correlation	29% to 56% (47% / 47%)			53% to 56% (55% / 55%)
IR volatility skew	34% to 163% (71% / 71%)			22% to 95% (48% / 51%)
IR curve	10% to 11% (10% / 10%)			N/M
Contingency probability	85% to 95% (92% / 95%)			90% to 95% (93% / 95%)
Equity2	$	(1,381	)	$	(1,485	)
Option model:
At the money volatility	13% to 81% (35%)			17% to 63% (38%)
Volatility skew	-2% to 0% (-1%)			-2% to 0% (-1%)
Equity correlation	5% to 96% (68%)			5% to 96% (71%)
FX correlation	-60% to 55% (-25%)			-60% to 55% (-26%)
IR correlation	-8% to 44% (17% / 15%)			-7% to 45% (15% / 12%)
Commodity and other	$	1,974		$	2,052
Option model:
Forward power price	$5 to $178 ($28) per MWh			3 to $185 ($31) per  MWh
Commodity volatility	1% to 96% (19%)			7% to 187% (17%)
Cross-commodity correlation	43% to 99% (93%)			5% to 99% (93%)
Liabilities Measured at Fair Value on a Recurring Basis
Deposits	$	145		$	27
Option Model:
At the money volatility	20% to 39% (21%)			N/M
Other secured financings	$	110		$	208
Discounted cash flow:
Funding spread	107 to 122 bps (115 bps)			103 to 193 bps (148 bps)
Option model:
Volatility skew	N/M			-1		%
At the money volatility	25% to 28% (28%)			10% to 40% (25%)
Borrowings	$	3,538		$	3,806
Option model:
At the money volatility	6% to 45% (22%)			5% to 35% (22%)
Volatility skew	-2% to 0% (0%)			-2% to 0% (0%)
Equity correlation	39% to 94% (80%)			45% to 98% (85%)
Equity - FX correlation	-70% to 30% (-22%)			-75% to 50% (-27%)
IR Correlation	N/M			58% to 97% (85% / 91%)
IR - FX Correlation	-33% to 7% (-8% / -8%)			28% to 58% (44% / 44%)

	Balance / Range (Average)1
$ in millions, except inputs	At September 30, 2019		At December 31, 2018
Nonrecurring Fair Value Measurement
Loans	$	1,665	$	1,380
Corporate loan model:
Credit spread	54 to 435 bps (220 bps)		97 to 434 bps (181 bps)
Warehouse model:
Credit spread	183 to 317 bps (220 bps)		223 to 313 bps (247 bps)

Points—Percentage of par

IR—Interest rate

FX—Foreign exchange

1. A single amount is disclosed for range and average when there is no significant difference between the minimum, maximum and average. Amounts represent weighted averages except where simple averages and the median of the inputs are more relevant.

2. Includes derivative contracts with multiple risks (i.e., hybrid products).

The previous tables provide information for each major category of assets and liabilities measured at fair value on a recurring and nonrecurring basis with a significant Level 3 balance. The level of aggregation and breadth of products cause the range of inputs to be wide and not evenly distributed across the inventory. Further, the range of unobservable inputs may differ across firms in the financial services industry because of diversity in the types of products included in each firm’s inventory. In general, there are no predictable relationships between multiple significant unobservable inputs attributable to a given valuation technique.

For a description of the Firm’s significant unobservable inputs and qualitative information about the effect of hypothetical changes in the values of those inputs, see Note 3 to the financial statements in the 2018 Form 10-K. During the current year period, there were no significant revisions made to the descriptions of the Firm’s significant unobservable inputs.

Net Asset Value Measurements

Fund Interests

	At September 30, 2019				At December 31, 2018
$ in millions	Carrying Value		Commitment		Carrying Value		Commitment
Private equity	$	1,542	$	363	$	1,374	$	316
Real estate	1,469		153		1,105		161
Hedge1	95		4		103		4
Total	$	3,106	$	520	$	2,582	$	481

1. Investments in hedge funds may be subject to initial period lock-up or gate provisions, which restrict an investor from withdrawing from the fund during a certain initial period or restrict the redemption amount on any redemption date, respectively.

For a description of the Firm’s investments in private equity funds, real estate funds and hedge funds, which are measured based on NAV, see Note 3 to the financial statements in the 2018 Form 10-K.

Amounts in the previous table represent the Firm’s carrying value of general and limited partnership interests in fund investments, as well as any carried interest. The carrying

51 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

amounts are measured based on the NAV of the fund taking into account the distribution terms applicable to the interest held. This same measurement applies whether the fund investments are accounted for under the equity method or fair value.

See Note 11 for information regarding general partner guarantees, which include potential obligations to return performance-based fees in the form of carried interest previously received. See Note 18 for information regarding carried interest at risk of reversal. 

Nonredeemable Funds by Contractual Maturity

	Carrying Value at September 30, 2019
$ in millions	Private Equity		Real Estate
Less than 5 years	$	765	$	1,151
5-10 years	753		230
Over 10 years	24		88
Total	$	1,542	$	1,469

Fair Value Option

The Firm has elected the fair value option for certain eligible instruments that are risk managed on a fair value basis to mitigate income statement volatility caused by measurement basis differences between the elected instruments and their associated risk management transactions or to eliminate the complexities of applying certain accounting models.

Borrowings Measured at Fair Value on a Recurring Basis

$ in millions	At September 30, 2019		At December 31, 2018
Business Unit Responsible for Risk Management
Equity	$	29,508	$	24,494
Interest rates	26,427		22,343
Commodities	3,973		2,735
Credit	1,229		856
Foreign exchange	517		756
Total	$	61,654	$	51,184

Net Revenues from Borrowings under the Fair Value Option

	Three Months Ended September 30,					Nine Months Ended September 30,
$ in millions	2019			2018		2019			2018
Trading revenues	$	(795	)	$	449	$	(5,888	)	$	1,334
Interest expense	93			59		280			234
Net revenues1	$	(888	)	$	390	$	(6,168	)	$	1,100

1. Amounts do not reflect any gains or losses from related economic hedges.

Gains (losses) from changes in fair value are recorded in Trading revenues and are mainly attributable to movements in the reference price or index, interest rates or foreign exchange rates.

Gains (Losses) Due to Changes in Instrument-Specific Credit Risk

	Three Months Ended September 30,
	2019					2018
$ in millions	Trading Revenues			OCI		Trading Revenues			OCI
Borrowings	$	(2	)	$	442	$	(4	)	$	(1,010	)
Loans and other debt1	(3		)	—		55			—
Lending commitments	—			—		(6		)	—
Other	—			1		(32		)	28

	Nine Months Ended September 30,
	2019						2018
$ in millions	Trading Revenues			OCI			Trading Revenues			OCI
Borrowings	$	(9	)	$	(702	)	$	(22	)	$	425
Loans and other debt1	148			—			199			—
Lending commitments	(2		)	—			(3		)	—
Other	—			(2		)	(32		)	32

$ in millions	At September 30, 2019			At December 31, 2018
Cumulative pre-tax DVA gain (loss) recognized in AOCI	$	(532	)	$	172

1. Loans and other debt instrument-specific credit gains (losses) were determined by excluding the non-credit components of gains and losses.

Difference Between Contractual Principal and Fair Value¹ 

$ in millions	At September 30, 2019			At December 31, 2018
Loans and other debt2	$	13,154		$	13,094
Nonaccrual loans2	10,919			10,831
Borrowings3	(986		)	2,657

1. Amounts indicate contractual principal greater than or (less than) fair value.

2. The majority of the difference between principal and fair value amounts for loans and other debt relates to distressed debt positions purchased at amounts well below par.

3. Borrowings in this table do not include structured notes where the repayment of the initial principal amount fluctuates based on changes in a reference price or index.

The previous tables exclude non-recourse debt from consolidated VIEs, liabilities related to failed sales of financial assets, pledged commodities and other liabilities that have specified assets attributable to them.

Fair Value Loans on Nonaccrual Status

$ in millions	At September 30, 2019		At December 31, 2018
Nonaccrual loans	$	839	$	1,497
Nonaccrual loans 90 or more days past due	$	452	$	812

September 2019 Form 10-Q 52

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Notes to Consolidated Financial Statements (Unaudited)

Nonrecurring Fair Value Measurements    

Carrying and Fair Values

	At September 30, 2019
	Fair Value
$ in millions	Level 2			Level 31			Total
Assets
Loans	$	1,513		$	1,665		$	3,178
Other assets—Other investments	—			26			26
Other assets—Premises, equipment and software	—			—			—
Total	$	1,513		$	1,691		$	3,204
Liabilities
Other liabilities and accrued expenses—Lending commitments	$	(161	)	$	(64	)	$	(225	)
Total	$	(161	)	$	(64	)	$	(225	)

	At December 31, 2018
	Fair Value
$ in millions	Level 2		Level 31		Total
Assets
Loans	$	2,307	$	1,380	$	3,687
Other assets—Other investments	14		100		114
Other assets—Premises, equipment and software	—		—		—
Total	$	2,321	$	1,480	$	3,801
Liabilities
Other liabilities and accrued expenses—Lending commitments	$	292	$	65	$	357
Total	$	292	$	65	$	357

1. For significant Level 3 balances, refer to “Significant Unobservable Inputs Used in Recurring and Nonrecurring Level 3 Fair Value Measurements” section herein for details of the significant unobservable inputs used for nonrecurring fair value measurement.

Gains (Losses) from Fair Value Remeasurements¹ 

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Assets
Loans2	$	(27	)	$	(5	)	$	(12	)	$	1
Other assets—Other investments	(3		)	(2		)	(8		)	(9		)
Other assets—Premises, equipment and software	(4		)	(3		)	(8		)	(13		)
Total	$	(34	)	$	(10	)	$	(28	)	$	(21	)
Liabilities
Other liabilities and accrued expenses—Lending commitments2	$	(19	)	$	31		$	82		$	41
Total	$	(19	)	$	31		$	82		$	41

1. Gains and losses for Loans and Other assets—Other investments are classified in Other revenues. For other items, gains and losses are recorded in Other revenues if the item is held for sale; otherwise they are recorded in Other expenses.

2. Nonrecurring changes in the fair value of loans and lending commitments were calculated as follows: for the held-for-investment category, based on the value of the underlying collateral; and for the held-for-sale category, based on recently executed transactions, market price quotations, valuation models that incorporate market observable inputs where possible, such as comparable loan or debt prices and CDS spread levels adjusted for any basis difference between cash and derivative instruments, or default recovery analysis where such transactions and quotations are unobservable.

53 September 2019 Form 10-Q

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Notes to Consolidated Financial Statements (Unaudited)

Financial Instruments Not Measured at Fair Value

Carrying and Fair Values

	At September 30, 2019
	Carrying Value		Fair Value
$ in millions			Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents:
Cash and due from banks	$	35,721	$	35,721	$	—	$	—	$	35,721
Interest bearing deposits with banks	13,196		13,196		—		—		13,196
Restricted cash	30,739		30,739		—		—		30,739
Investment securities—HTM	41,076		27,816		13,513		662		41,991
Securities purchased under agreements to resell	93,363		—		91,966		1,374		93,340
Securities borrowed	132,401		—		132,406		—		132,406
Customer and other receivables1	54,784		—		51,855		2,880		54,735
Loans2	125,522		—		23,119		102,403		125,522
Other assets	474		—		474		—		474
Financial liabilities
Deposits	$	179,116	$	—	$	179,536	$	—	$	179,536
Securities sold under agreements to repurchase	58,730		—		58,724		—		58,724
Securities loaned	9,691		—		9,694		—		9,694
Other secured financings	3,484		—		3,488		—		3,488
Customer and other payables1	199,944		—		199,944		—		199,944
Borrowings	132,005		—		135,409		10		135,419
	Commitment Amount
Lending commitments3	$	118,524	$	—	$	889	$	348	$	1,237

	At December 31, 2018
	Carrying Value		Fair Value
$ in millions			Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents:
Cash and due from banks	$	30,541	$	30,541	$	—	$	—	$	30,541
Interest bearing deposits with banks	21,299		21,299		—		—		21,299
Restricted cash	35,356		35,356		—		—		35,356
Investment securities—HTM	30,771		17,473		12,018		474		29,965
Securities purchased under agreements to resell	98,522		—		97,611		866		98,477
Securities borrowed	116,313		—		116,312		—		116,312
Customer and other receivables1	47,972		—		44,620		3,219		47,839
Loans2	115,579		—		25,604		90,121		115,725
Other assets	461		—		461		—		461
Financial liabilities
Deposits	$	187,378	$	—	$	187,372	$	—	$	187,372
Securities sold under agreements to repurchase	48,947		—		48,385		525		48,910
Securities loaned	11,908		—		11,906		—		11,906
Other secured financings	4,221		—		3,233		994		4,227
Customer and other payables1	176,561		—		176,561		—		176,561
Borrowings	138,478		—		140,085		30		140,115
	Commitment Amount
Lending commitments3	$	104,844	$	—	$	1,249	$	321	$	1,570

1. Accrued interest and dividend receivables and payables, where carrying value approximates fair value, have been excluded as these are not financial instruments.

2. Amounts include loans measured at fair value on a nonrecurring basis.

3. Represents Lending Commitments accounted for as Held for investment and Held for sale. For a further discussion on lending commitments, see Note 11.

The previous tables exclude certain financial instruments such as equity method investments and all non-financial assets and liabilities such as the value of the long-term relationships with the Firm’s deposit customers.

September 2019 Form 10-Q 54

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Notes to Consolidated Financial Statements (Unaudited)

4. Derivative Instruments and Hedging Activities

Fair Values of Derivative Contracts

At September 30, 2019

	Assets
$ in millions	Bilateral OTC			Cleared OTC			Exchange- Traded			Total
Designated as accounting hedges
Interest rate	$	761		$	2		$	—		$	763
Foreign exchange	114			8			—			122
Total	875			10			—			885
Not designated as accounting hedges
Interest rate	216,358			6,090			965			223,413
Credit	4,932			2,787			—			7,719
Foreign exchange	63,326			1,069			115			64,510
Equity	26,395			—			22,505			48,900
Commodity and other	8,797			—			2,473			11,270
Total	319,808			9,946			26,058			355,812
Total gross derivatives	$	320,683		$	9,956		$	26,058		$	356,697
Amounts offset
Counterparty netting	(242,002		)	(8,580		)	(24,298		)	(274,880		)
Cash collateral netting	(47,994		)	(1,199		)	—			(49,193		)
Total in Trading assets	$	30,687		$	177		$	1,760		$	32,624
Amounts not offset1
Financial instruments collateral	(14,340		)	—			—			(14,340		)
Other cash collateral	(35		)	—			—			(35		)
Net amounts	$	16,312		$	177		$	1,760		$	18,249
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable										$	2,132

	Liabilities
$ in millions	Bilateral OTC			Cleared OTC			Exchange- Traded			Total
Designated as accounting hedges
Interest rate	$	—		$	1		$	—		$	1
Foreign exchange	26			19			—			45
Total	26			20			—			46
Not designated as accounting hedges
Interest rate	208,515			4,956			832			214,303
Credit	4,649			3,456			—			8,105
Foreign exchange	65,081			1,092			66			66,239
Equity	27,820			—			22,114			49,934
Commodity and other	6,690			—			2,215			8,905
Total	312,755			9,504			25,227			347,486
Total gross derivatives	$	312,781		$	9,524		$	25,227		$	347,532
Amounts offset
Counterparty netting	(242,002		)	(8,580		)	(24,298		)	(274,880		)
Cash collateral netting	(36,520		)	(730		)	—			(37,250		)
Total in Trading liabilities	$	34,259		$	214		$	929		$	35,402
Amounts not offset1
Financial instruments collateral	(15,526		)	—			(323		)	(15,849		)
Other cash collateral	(26		)	(27		)	—			(53		)
Net amounts	$	18,707		$	187		$	606		$	19,500
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable										$	3,054

At December 31, 2018

	Assets
$ in millions	Bilateral OTC			Cleared OTC			Exchange- Traded			Total
Designated as accounting hedges
Interest rate	$	512		$	1		$	—		$	513
Foreign exchange	27			8			—			35
Total	539			9			—			548
Not designated as accounting hedges
Interest rate	153,768			3,887			697			158,352
Credit	4,630			1,498			—			6,128
Foreign exchange	61,846			1,310			55			63,211
Equity	24,590			—			23,284			47,874
Commodity and other	10,538			—			1,934			12,472
Total	255,372			6,695			25,970			288,037
Total gross derivatives	$	255,911		$	6,704		$	25,970		$	288,585
Amounts offset
Counterparty netting	(190,220		)	(5,260		)	(24,548		)	(220,028		)
Cash collateral netting	(38,204		)	(1,180		)	—			(39,384		)
Total in Trading assets	$	27,487		$	264		$	1,422		$	29,173
Amounts not offset1
Financial instruments collateral	(12,467		)	—			—			(12,467		)
Other cash collateral	(31		)	—			—			(31		)
Net amounts	$	14,989		$	264		$	1,422		$	16,675
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable										$	2,206

	Liabilities
$ in millions	Bilateral OTC			Cleared OTC			Exchange- Traded			Total
Designated as accounting hedges
Interest rate	$	176		$	—		$	—		$	176
Foreign exchange	62			24			—			86
Total	238			24			—			262
Not designated as accounting hedges
Interest rate	142,592			2,669			663			145,924
Credit	4,545			1,608			—			6,153
Foreign exchange	62,099			1,302			19			63,420
Equity	27,119			—			23,521			50,640
Commodity and other	6,983			—			2,057			9,040
Total	243,338			5,579			26,260			275,177
Total gross derivatives	$	243,576		$	5,603		$	26,260		$	275,439
Amounts offset
Counterparty netting	(190,220		)	(5,260		)	(24,548		)	(220,028		)
Cash collateral netting	(27,860		)	(293		)	—			(28,153		)
Total in Trading liabilities	$	25,496		$	50		$	1,712		$	27,258
Amounts not offset1
Financial instruments collateral	(4,709		)	—			(766		)	(5,475		)
Other cash collateral	(53		)	(1		)	—			(54		)
Net amounts	$	20,734		$	49		$	946		$	21,729
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable										$	4,773

1. Amounts relate to master netting agreements and collateral agreements that have been determined by the Firm to be legally enforceable in the event of default but where certain other criteria are not met in accordance with applicable offsetting accounting guidance.

See Note 3 for information related to the unsettled fair value of futures contracts not designated as accounting hedges, which are excluded from the previous tables.

55 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

Notionals of Derivative Contracts

At September 30, 2019

	Assets
$ in billions	Bilateral OTC		Cleared OTC		Exchange- Traded		Total
Designated as accounting hedges
Interest rate	$	11	$	142	$	—	$	153
Foreign exchange	5		1		—		6
Total	16		143		—		159
Not designated as accounting hedges
Interest rate	4,465		8,357		858		13,680
Credit	138		92		—		230
Foreign exchange	3,030		119		17		3,166
Equity	404		—		432		836
Commodity and other	105		—		69		174
Total	8,142		8,568		1,376		18,086
Total gross derivatives	$	8,158	$	8,711	$	1,376	$	18,245

	Liabilities
$ in billions	Bilateral OTC		Cleared OTC		Exchange- Traded		Total
Designated as accounting hedges
Interest rate	$	—	$	17	$	—	$	17
Foreign exchange	5		2		—		7
Total	5		19		—		24
Not designated as accounting hedges
Interest rate	4,462		8,189		794		13,445
Credit	149		105		—		254
Foreign exchange	2,985		119		15		3,119
Equity	525		—		493		1,018
Commodity and other	84		—		66		150
Total	8,205		8,413		1,368		17,986
Total gross derivatives	$	8,210	$	8,432	$	1,368	$	18,010

At December 31, 2018 

	Assets
$ in billions	Bilateral OTC		Cleared OTC		Exchange- Traded		Total
Designated as accounting hedges
Interest rate	$	15	$	52	$	—	$	67
Foreign exchange	5		1		—		6
Total	20		53		—		73
Not designated as accounting hedges
Interest rate	4,807		6,708		1,157		12,672
Credit	162		74		—		236
Foreign exchange	2,436		118		14		2,568
Equity	373		—		371		744
Commodity and other	97		—		67		164
Total	7,875		6,900		1,609		16,384
Total gross derivatives	$	7,895	$	6,953	$	1,609	$	16,457

	Liabilities
$ in billions	Bilateral OTC		Cleared OTC		Exchange- Traded		Total
Designated as accounting hedges
Interest rate	$	2	$	107	$	—	$	109
Foreign exchange	5		1		—		6
Total	7		108		—		115
Not designated as accounting hedges
Interest rate	4,946		5,735		781		11,462
Credit	162		73		—		235
Foreign exchange	2,451		114		17		2,582
Equity	389		—		602		991
Commodity and other	72		—		65		137
Total	8,020		5,922		1,465		15,407
Total gross derivatives	$	8,027	$	6,030	$	1,465	$	15,522

The Firm believes that the notional amounts of derivative contracts generally overstate its exposure. In most circumstances notional amounts are only used as a reference point from which to calculate amounts owed between the parties to the contract. Furthermore, notional amounts do not reflect the benefit of legally enforceable netting arrangements or risk mitigating transactions.

For a discussion of the Firm’s derivative instruments and hedging activities, see Note 4 to the financial statements in the 2018 Form 10-K.

September 2019 Form 10-Q 56

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

Gains (Losses) on Accounting Hedges

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Fair Value Hedges—Recognized in Interest Income1
Interest rate contracts	$	(7	)	$	—		$	(26	)	$	—
Investment Securities—AFS	8			—			27			—
Fair Value Hedges—Recognized in Interest Expense
Interest rate contracts	$	1,999		$	(1,124	)	$	6,046		$	(3,584	)
Borrowings	(1,996		)	1,124			(6,111		)	3,563
Net Investment Hedges—Foreign exchange contracts
Recognized in OCI, net of tax	$	251		$	107		$	201		$	354
Forward points excluded from hedge effectiveness testing—Recognized in Interest income	30			13			107			44

Fair Value Hedges—Hedged Items 

$ in millions	At September 30, 2019		At December 31, 2018
Investment Securities—AFS
Carrying amount2 currently or previously hedged	$	689	$	201
Basis adjustments included in carrying amount3	$	30	$	4
Borrowings
Carrying amount2 currently or previously hedged	$	103,659	$	102,899
Basis adjustments included in carrying amount3	$	4,393	$	(1,689	)

1. The Firm began designating interest rate swaps as fair value hedges of certain AFS securities in the third quarter of 2018.

2. Carrying amount represents amortized cost basis.

3. Hedge accounting basis adjustments for AFS securities and Borrowings are primarily related to outstanding hedges.

Net Derivative Liabilities and Collateral Posted

$ in millions	At September 30, 2019		At December 31, 2018
Net derivative liabilities with credit risk-related contingent features	$	27,319	$	16,403
Collateral posted	22,154		11,981

The previous table presents the aggregate fair value of certain derivative contracts that contain credit risk-related contingent features that are in a net liability position for which the Firm has posted collateral in the normal course of business.

Incremental Collateral and Termination Payments upon Potential Future Ratings Downgrade

$ in millions	At September 30, 2019
One-notch downgrade	$	468
Two-notch downgrade	308
Bilateral downgrade agreements included in the amounts above1	$	699

1. Amount represents arrangements between the Firm and other parties where upon the downgrade of one party, the downgraded party must deliver collateral to the other party. These bilateral downgrade arrangements are used by the Firm to manage the risk of counterparty downgrades.

The additional collateral or termination payments that may be called in the event of a future credit rating downgrade vary by contract and can be based on ratings by either or both of Moody’s Investors Service, Inc. (“Moody’s”) and S&P Global Ratings. The previous table shows the future potential collateral amounts and termination payments that could be called or required by counterparties or exchange and clearing organizations in the event of one-notch or two-notch downgrade scenarios based on the relevant contractual downgrade triggers.

Maximum Potential Payout/Notional of Credit Protection Sold¹ 

	Years to Maturity at September 30, 2019
$ in billions	< 1		1-3		3-5		Over 5		Total
Single-name CDS
Investment grade	$	16	$	18	$	26	$	16	$	76
Non-investment grade	8		9		12		5		34
Total	$	24	$	27	$	38	$	21	$	110
Index and basket CDS
Investment grade	$	5	$	10	$	40	$	22	$	77
Non-investment grade	5		3		17		17		42
Total	$	10	$	13	$	57	$	39	$	119
Total CDS sold	$	34	$	40	$	95	$	60	$	229
Other credit contracts	—		—		—		—		—
Total credit protection sold	$	34	$	40	$	95	$	60	$	229
CDS protection sold with identical protection purchased									$	219

	Years to Maturity at December 31, 2018
$ in billions	< 1		1-3		3-5		Over 5		Total
Single-name CDS
Investment grade	$	22	$	24	$	19	$	8	$	73
Non-investment grade	10		11		9		1		31
Total	$	32	$	35	$	28	$	9	$	104
Index and basket CDS
Investment grade	$	5	$	10	$	61	$	7	$	83
Non-investment grade	5		6		13		13		37
Total	$	10	$	16	$	74	$	20	$	120
Total CDS sold	$	42	$	51	$	102	$	29	$	224
Other credit contracts	—		—		—		—		—
Total credit protection sold	$	42	$	51	$	102	$	29	$	224
CDS protection sold with identical protection purchased									$	210

57 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

Fair Value Asset (Liability) of Credit Protection Sold¹ 

$ in millions	At September 30, 2019			At December 31, 2018
Single-name CDS
Investment grade	$	663		$	118
Non-investment grade	(959		)	(403		)
Total	$	(296	)	$	(285	)
Index and basket CDS
Investment grade	$	1,040		$	314
Non-investment grade	45			(1,413		)
Total	$	1,085		$	(1,099	)
Total CDS sold	$	789		$	(1,384	)
Other credit contracts	(18		)	(14		)
Total credit protection sold	$	771		$	(1,398	)

1. Investment grade/non-investment grade determination is based on the internal credit rating of the reference obligation. Internal credit ratings serve as the Credit Risk Management Department’s assessment of credit risk and the basis for a comprehensive credit limits framework used to control credit risk. The Firm uses quantitative models and judgment to estimate the various risk parameters related to each obligor.

Protection Purchased with CDS

	Fair Value Asset (Liability)
$ in millions	At September 30, 2019			At December 31, 2018
Single name	$	147		$	277
Index and basket	(977		)	1,333
Tranched index and basket	(345		)	(251		)
Total	$	(1,175	)	$	1,359

	Notional
$ in billions	At September 30, 2019		At December 31, 2018
Single name	$	119	$	116
Index and basket	120		117
Tranched index and basket	16		14
Total	$	255	$	247

The Firm enters into credit derivatives, principally CDS, under which it receives or provides protection against the risk of default on a set of debt obligations issued by a specified reference entity or entities. A majority of the Firm’s counterparties for these derivatives are banks, broker-dealers, and insurance and other financial institutions.

The fair value amounts as shown in the previous tables are prior to cash collateral or counterparty netting. For further information on credit derivatives and other contracts, see Note 4 to the financial statements in the 2018 Form 10-K.

September 2019 Form 10-Q 58

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

5. Investment Securities

AFS and HTM Securities

	At September 30, 2019
$ in millions	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair  Value
AFS securities
U.S. government and agency securities:
U.S. Treasury securities	$	34,422	$	274	$	88	$	34,608
U.S. agency securities1	21,423		248		88		21,583
Total U.S. government and agency securities	55,845		522		176		56,191
Corporate and other debt:
Agency CMBS	4,512		104		36		4,580
Corporate bonds	2,022		14		4		2,032
State and municipal securities	252		13		—		265
FFELP student loan ABS2	1,660		3		17		1,646
Total corporate and other debt	8,446		134		57		8,523
Total AFS securities	64,291		656		233		64,714
HTM securities
U.S. government and agency securities:
U.S. Treasury securities	27,062		764		10		27,816
U.S. agency securities1	13,381		170		38		13,513
Total U.S. government and agency securities	40,443		934		48		41,329
Corporate and other debt:
Non-agency CMBS	633		29		—		662
Total HTM securities	41,076		963		48		41,991
Total investment securities	$	105,367	$	1,619	$	281	$	106,705

	At December 31, 2018
$ in millions	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair  Value
AFS securities
U.S. government and agency securities:
U.S. Treasury securities	$	36,268	$	40	$	656	$	35,652
U.S. agency securities1	20,740		10		497		20,253
Total U.S. government and agency securities	57,008		50		1,153		55,905
Corporate and other debt:
Agency CMBS	1,054		—		62		992
Non-agency CMBS	461		—		14		447
Corporate bonds	1,585		—		32		1,553
State and municipal securities	200		2		—		202
FFELP student loan ABS2	1,967		10		15		1,962
Total corporate and other debt	5,267		12		123		5,156
Total AFS securities	62,275		62		1,276		61,061
HTM securities
U.S. government and agency securities:
U.S. Treasury securities	17,832		44		403		17,473
U.S. agency securities1	12,456		8		446		12,018
Total U.S. government and agency securities	30,288		52		849		29,491
Corporate and other debt:
Non-agency CMBS	483		—		9		474
Total HTM securities	30,771		52		858		29,965
Total investment securities	$	93,046	$	114	$	2,134	$	91,026

1. U.S. agency securities consist mainly of agency-issued debt, agency mortgage pass-through pool securities and CMOs.

2. Underlying loans are backed by a guarantee, ultimately from the U.S. Department of Education, of at least 95% of the principal balance and interest outstanding.

59 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

Investment Securities in an Unrealized Loss Position

	At September 30, 2019
	Less than 12 Months				12 Months or Longer				Total
$ in millions	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
AFS securities
U.S. government and agency securities:
U.S. Treasury securities	$	4,233	$	13	$	9,318	$	75	$	13,551	$	88
U.S. agency securities	3,064		15		7,283		73		10,347		88
Total U.S. government and agency securities	7,297		28		16,601		148		23,898		176
Corporate and other debt:
Agency CMBS	837		6		719		30		1,556		36
Corporate bonds	477		3		262		1		739		4
FFELP student loan ABS	490		4		751		13		1,241		17
Total corporate and other debt	1,804		13		1,732		44		3,536		57
Total AFS securities	9,101		41		18,333		192		27,434		233
HTM securities
U.S. government and agency securities:
U.S. Treasury securities	2,811		8		950		2		3,761		10
U.S. agency securities	2,496		7		2,572		31		5,068		38
Total U.S. government and agency securities	5,307		15		3,522		33		8,829		48
Total HTM securities	5,307		15		3,522		33		8,829		48
Total investment securities	$	14,408	$	56	$	21,855	$	225	$	36,263	$	281

	At December 31, 2018
	Less than 12 Months				12 Months or Longer				Total
$ in millions	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
AFS securities
U.S. government and agency securities:
U.S. Treasury securities	$	19,937	$	541	$	5,994	$	115	$	25,931	$	656
U.S. agency securities	12,904		383		4,142		114		17,046		497
Total U.S. government and agency securities	32,841		924		10,136		229		42,977		1,153
Corporate and other debt:
Agency CMBS	808		62		—		—		808		62
Non-agency CMBS	—		—		446		14		446		14
Corporate bonds	470		7		1,010		25		1,480		32
FFELP student loan ABS	1,366		15		—		—		1,366		15
Total corporate and other debt	2,644		84		1,456		39		4,100		123
Total AFS securities	35,485		1,008		11,592		268		47,077		1,276
HTM securities
U.S. government and agency securities:
U.S. Treasury securities	—		—		11,161		403		11,161		403
U.S. agency securities	410		1		10,004		445		10,414		446
Total U.S. government and agency securities	410		1		21,165		848		21,575		849
Corporate and other debt:
Non-agency CMBS	206		1		216		8		422		9
Total HTM securities	616		2		21,381		856		21,997		858
Total investment securities	$	36,101	$	1,010	$	32,973	$	1,124	$	69,074	$	2,134

September 2019 Form 10-Q 60

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

The Firm believes there are no securities in an unrealized loss position that are other-than-temporarily impaired after performing the analysis described in Note 2 to the financial statements in the 2018 Form 10-K. For AFS securities, the Firm does not intend to sell the securities and is not likely to be required to sell the securities prior to recovery of the amortized cost basis. Furthermore, for both AFS and HTM securities, the securities have not experienced credit losses as the unrealized losses reported in the previous table are primarily due to higher interest rates since those securities were purchased.

See Note 12 for additional information on securities issued by VIEs, including U.S. agency mortgage-backed securities, non-agency CMBS and FFELP student loan ABS.

Investment Securities by Contractual Maturity

	At September 30, 2019
$ in millions	Amortized Cost		Fair Value		Annualized Average Yield
AFS securities
U.S. government and agency securities:
U.S. Treasury securities:
Due within 1 year	$	6,278	$	6,294	2.1	%
After 1 year through 5 years	23,285		23,415		1.8	%
After 5 years through 10 years	4,859		4,899		1.7	%
Total	34,422		34,608
U.S. agency securities:
Due within 1 year	61		61		2.1	%
After 1 year through 5 years	644		641		1.1	%
After 5 years through 10 years	1,416		1,409		1.8	%
After 10 years	19,302		19,472		2.4	%
Total	21,423		21,583
Total U.S. government and agency securities	55,845		56,191		2.0	%
Corporate and other debt:
Agency CMBS:
After 1 year through 5 years	615		613		1.8	%
After 5 years through 10 years	2,942		3,029		2.5	%
After 10 years	955		938		2.0	%
Total	4,512		4,580
Corporate bonds:
Due within 1 year	109		110		2.3	%
After 1 year through 5 years	1,498		1,509		2.6	%
After 5 years through 10 years	415		413		3.0	%
Total	2,022		2,032

	At September 30, 2019
$ in millions	Amortized Cost		Fair Value		Annualized Average Yield
State and municipal securities:
After 1 year through 5 years	$	10	$	10	2.2	%
After 5 years through 10 years	25		26		2.8	%
After 10 Years	217		229		4.4	%
Total	252		265
FFELP student loan ABS:
After 1 year through 5 years	74		72		0.8	%
After 5 years through 10 years	389		382		0.8	%
After 10 years	1,197		1,192		1.2	%
Total	1,660		1,646
Total corporate and other debt	8,446		8,523		2.2	%
Total AFS securities	64,291		64,714		2.1	%
HTM securities
U.S. government and agency securities:
U.S. Treasury securities:
Due within 1 year	1,742		1,750		2.2	%
After 1 year through 5 years	15,514		15,778		2.2	%
After 5 years through 10 years	8,722		9,117		2.2	%
After 10 years	1,084		1,171		2.5	%
Total	27,062		27,816
U.S. agency securities:
After 5 years through 10 years	25		25		1.9	%
After 10 years	13,356		13,488		2.6	%
Total	13,381		13,513
Total U.S. government and agency securities	40,443		41,329		2.3	%
Corporate and other debt:
Non-agency CMBS:
Due within 1 year	93		93		4.8	%
After 1 year through 5 years	85		85		4.0	%
After 5 years through 10 years	374		399		4.1	%
After 10 years	81		85		3.7	%
Total corporate and other debt	633		662		4.1	%
Total HTM securities	41,076		41,991		2.4	%
Total investment securities	$	105,367	$	106,705	2.2	%

Gross Realized Gains (Losses) on Sales of AFS Securities

	Three Months Ended September 30,					Nine Months Ended September 30,
$ in millions	2019			2018		2019			2018
Gross realized gains	$	27		$	5	$	99		$	11
Gross realized (losses)	(1		)	—		(10		)	(3		)
Total1	$	26		$	5	$	89		$	8

1. Realized gains and losses are recognized in Other revenues in the income statements.

61 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

6. Collateralized Transactions

Offsetting of Certain Collateralized Transactions

	At September 30, 2019
$ in millions	Gross Amounts		Amounts Offset			Net Amounts Presented		Amounts Not Offset1			Net Amounts
Assets
Securities purchased under agreements to resell	$	263,485	$	(170,118	)	$	93,367	$	(91,505	)	$	1,862
Securities borrowed	142,723		(10,322		)	132,401		(126,161		)	6,240
Liabilities
Securities sold under agreements to repurchase	$	229,626	$	(170,164	)	$	59,462	$	(42,091	)	$	17,371
Securities loaned	19,967		(10,276		)	9,691		(9,660		)	31
Net amounts for which master netting agreements are not in place or may not be legally enforceable
Securities purchased under agreements to resell											$	1,390
Securities borrowed											1,578
Securities sold under agreements to repurchase											15,695
Securities loaned											20

	At December 31, 2018
$ in millions	Gross Amounts		Amounts Offset			Net Amounts Presented		Amounts Not Offset1			Net Amounts
Assets
Securities purchased under agreements to resell	$	262,976	$	(164,454	)	$	98,522	$	(95,610	)	$	2,912
Securities borrowed	134,711		(18,398		)	116,313		(112,551		)	3,762
Liabilities
Securities sold under agreements to repurchase	$	214,213	$	(164,454	)	$	49,759	$	(41,095	)	$	8,664
Securities loaned	30,306		(18,398		)	11,908		(11,677		)	231
Net amounts for which master netting agreements are not in place or may not be legally enforceable
Securities purchased under agreements to resell											$	2,579
Securities borrowed											724
Securities sold under agreements to repurchase											6,762
Securities loaned											191

1. Amounts relate to master netting agreements that have been determined by the Firm to be legally enforceable in the event of default but where certain other criteria are not met in accordance with applicable offsetting accounting guidance.

For further discussion of the Firm’s collateralized transactions, see Note 6 to the financial statements in the 2018 Form 10-K. For information related to offsetting of derivatives, see Note 4.

Gross Secured Financing Balances by Remaining Contractual Maturity

	At September 30, 2019
$ in millions	Overnight and Open		Less than 30 Days		30-90 Days		Over 90 Days		Total
Securities sold under agreements to repurchase	$	78,896	$	74,832	$	31,794	$	44,104	$	229,626
Securities loaned	9,780		4,540		611		5,036		19,967
Total included in the offsetting disclosure	$	88,676	$	79,372	$	32,405	$	49,140	$	249,593
Trading liabilities— Obligation to return securities received as collateral	21,440		—		—		—		21,440
Total	$	110,116	$	79,372	$	32,405	$	49,140	$	271,033

	At December 31, 2018
$ in millions	Overnight and Open		Less than 30 Days		30-90 Days		Over 90 Days		Total
Securities sold under agreements to repurchase	$	56,503	$	93,427	$	35,692	$	28,591	$	214,213
Securities loaned	18,397		3,609		1,985		6,315		30,306
Total included in the offsetting disclosure	$	74,900	$	97,036	$	37,677	$	34,906	$	244,519
Trading liabilities— Obligation to return securities received as collateral	17,594		—		—		—		17,594
Total	$	92,494	$	97,036	$	37,677	$	34,906	$	262,113

Gross Secured Financing Balances by Class of Collateral Pledged

$ in millions	At September 30, 2019		At December 31, 2018
Securities sold under agreements to repurchase
U.S. Treasury and agency securities	$	81,642	$	68,487
State and municipal securities	1,164		925
Other sovereign government obligations	117,949		120,432
ABS	2,338		3,017
Corporate and other debt	7,718		8,719
Corporate equities	18,279		12,079
Other	536		554
Total	$	229,626	$	214,213
Securities loaned
Other sovereign government obligations	$	10,667	$	19,021
Corporate equities	9,242		10,800
Other	58		485
Total	$	19,967	$	30,306
Total included in the offsetting disclosure	$	249,593	$	244,519
Trading liabilities—Obligation to return securities received as collateral
Corporate equities	$	21,432	$	17,594
Other	8		—
Total	$	21,440	$	17,594
Total	$	271,033	$	262,113

September 2019 Form 10-Q 62

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

Carrying Value of Assets Loaned or Pledged without Counterparty Right to Sell or Repledge

$ in millions	At September 30, 2019		At December 31, 2018
Trading assets	$	38,325	$	39,430
Loans (gross of allowance for loan losses)	300		—
Total	$	38,625	$	39,430

The Firm pledges its trading assets and loans to collateralize securities sold under agreements to repurchase, securities loaned, other secured financings and derivatives and to cover customer short sales. Counterparties may or may not have the right to sell or repledge the collateral.

Pledged financial instruments that can be sold or repledged by the secured party are identified as Trading assets (pledged to various parties) in the balance sheets.

Fair Value of Collateral Received with Right to Sell or Repledge 

$ in millions	At September 30, 2019		At December 31, 2018
Collateral received with right to sell or repledge	$	724,356	$	639,610
Collateral that was sold or repledged1	577,354		487,983

1. Does not include securities used to meet federal regulations for the Firm’s U.S. broker-dealers.

Restricted Cash and Segregated Securities 

$ in millions	At September 30, 2019		At December 31, 2018
Restricted cash	$	30,739	$	35,356
Segregated securities1	24,838		26,877
Total	$	55,577	$	62,233

1. Securities segregated under federal regulations for the Firm’s U.S. broker-dealers are sourced from Securities purchased under agreements to resell and Trading assets in the balance sheets.

The Firm receives collateral in the form of securities in connection with securities purchased under agreements to resell, securities borrowed, securities-for-securities transactions, derivative transactions, customer margin loans and securities-based lending. In many cases, the Firm is permitted to sell or repledge these securities held as collateral and use the securities to secure securities sold under agreements to repurchase, to enter into securities lending and derivative transactions or for delivery to counterparties to cover short positions.

Customer Margin Lending

$ in millions	At September 30, 2019		At December 31, 2018
Customer receivables representing margin loans	$	28,068	$	26,225

The Firm provides margin lending arrangements which allow customers to borrow against the value of qualifying securities. Receivables under margin lending arrangements are included within Customer and other receivables in the balance sheets. Under these agreements and transactions, the Firm receives collateral, including U.S. government and agency securities, other sovereign government obligations, corporate and other debt, and corporate equities. Customer receivables generated from margin lending activities are collateralized by customer-owned securities held by the Firm. The Firm monitors required margin levels and established credit terms daily and, pursuant to such guidelines, requires customers to deposit additional collateral, or reduce positions, when necessary.

For a further discussion of the Firm’s margin lending activities, see Note 6 to the financial statements in the 2018 Form 10-K.

The Firm has additional secured liabilities. For a further discussion of other secured financings, see Notes 10 and 12.

7. Loans, Lending Commitments and Allowance for Credit Losses

Loans by Type

	At September 30, 2019
$ in millions	Loans Held for Investment			Loans Held for Sale		Total Loans
Corporate	$	45,117		$	13,525	$	58,642
Consumer	30,010			—		30,010
Residential real estate	29,184			17		29,201
Commercial real estate	6,801			1,165		7,966
Total loans, gross	111,112			14,707		125,819
Allowance for loan losses	(297		)	—		(297		)
Total loans, net	$	110,815		$	14,707	$	125,522
Fixed rate loans, net						$	20,233
Floating or adjustable rate loans, net						105,289
Loans to non-U.S. borrowers, net						20,722

	At December 31, 2018
$ in millions	Loans Held for Investment			Loans Held for Sale		Total Loans
Corporate	$	36,909		$	13,886	$	50,795
Consumer	27,868			—		27,868
Residential real estate	27,466			22		27,488
Commercial real estate1	7,810			1,856		9,666
Total loans, gross	100,053			15,764		115,817
Allowance for loan losses	(238		)	—		(238		)
Total loans, net	$	99,815		$	15,764	$	115,579
Fixed rate loans, net						$	15,632
Floating or adjustable rate loans, net						99,947
Loans to non-U.S. borrowers, net						17,568

1. Beginning in 2019, loans previously referred to as Wholesale real estate are referred to as Commercial real estate.

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Loans Held for Investment before Allowance by Credit Quality

	At September 30, 2019
$ in millions	Corporate		Consumer		Residential Real Estate		Commercial Real Estate		Total
Pass	$	44,152	$	30,005	$	29,051	$	6,618	$	109,826
Special mention	373		—		27		80		480
Substandard	592		5		106		103		806
Doubtful	—		—		—		—		—
Loss	—		—		—		—		—
Total	$	45,117	$	30,010	$	29,184	$	6,801	$	111,112

	At December 31, 2018
$ in millions	Corporate		Consumer		Residential Real Estate		Commercial Real Estate		Total
Pass	$	36,217	$	27,863	$	27,387	$	7,378	$	98,845
Special mention	492		5		—		312		809
Substandard	200		—		79		120		399
Doubtful	—		—		—		—		—
Loss	—		—		—		—		—
Total	$	36,909	$	27,868	$	27,466	$	7,810	$	100,053

Impaired Loans and Lending Commitments before Allowance

	At September 30, 2019
$ in millions	Corporate		Consumer		Residential Real Estate		Total
Loans
With allowance	$	232	$	—	$	—	$	232
Without allowance1	28		5		92		125
Total impaired loans	$	260	$	5	$	92	$	357
UPB	267		5		94		366
Lending commitments
With allowance	$	5	$	—	$	—	$	5
Without allowance1	37		—		—		37
Total impaired lending commitments	$	42	$	—	$	—	$	42

	At December 31, 2018
$ in millions	Corporate		Consumer		Residential Real  Estate		Total
Loans
With allowance	$	24	$	—	$	—	$	24
Without allowance1	32		—		69		101
Total impaired loans	$	56	$	—	$	69	$	125
UPB	63		—		70		133
Lending commitments
With allowance	$	19	$	—	$	—	$	19
Without allowance1	34		—		—		34
Total impaired lending commitments	$	53	$	—	$	—	$	53

1. No allowance was recorded for these loans and lending commitments as the present value of the expected future cash flows or value of the collateral equaled or exceeded the carrying value.

Loans and lending commitments in the previous table have been evaluated for a specific allowance. All remaining loans and lending commitments are assessed under the inherent allowance methodology.

Impaired Loans and Total Allowance by Region

	At September 30, 2019
$ in millions	Americas		EMEA		Asia		Total
Impaired loans	$	357	$	—	$	—	$	357
Total Allowance for loan losses	227		64		6		297

	At December 31, 2018
$ in millions	Americas		EMEA		Asia		Total
Impaired loans	$	125	$	—	$	—	$	125
Total Allowance for loan losses	193		42		3		238

Troubled Debt Restructurings

$ in millions	At September 30, 2019		At December 31, 2018
Loans	$	46	$	38
Lending commitments	49		45
Allowance for loan losses and lending commitments	5		4

Impaired loans and lending commitments classified as held for investment within corporate loans include TDRs. These restructurings typically include modifications of interest rates, collateral requirements, other loan covenants and payment extensions.

Allowance for Loan Losses Rollforward

$ in millions	Corporate			Consumer		Residential Real Estate			Commercial Real Estate			Total
December 31, 2018	$	144		$	7	$	20		$	67		$	238
Gross charge-offs	—			—		(1		)	—			(1		)
Provision (release)1	69			—		5			(6		)	68
Other	(7		)	—		—			(1		)	(8		)
September 30, 2019	$	206		$	7	$	24		$	60		$	297
Inherent	$	188		$	7	$	24		$	60		$	279
Specific	18			—		—			—			18

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$ in millions	Corporate			Consumer		Residential Real Estate			Commercial Real Estate			Total
December 31, 2017	$	126		$	4	$	24		$	70		$	224
Gross charge-offs	(4		)	—		—			—			(4		)
Recoveries2	54			—		—			—			54
Net recoveries (charge-offs)	50			—		—			—			50
Provision (release)1,2	(39		)	1		(4		)	9			(33		)
Other	(2		)	—		—			(8		)	(10		)
September 30, 2018	$	135		$	5	$	20		$	71		$	231
Inherent	$	130		$	5	$	20		$	71		$	226
Specific	5			—		—			—			5

1. The Firm recorded a provision for loan losses of $34 million in the current quarter and $1 million in the prior year quarter.

2. The prior year period release was primarily due to the recovery of a previously charged off energy industry related loan.

Allowance for Lending Commitments Rollforward

$ in millions	Corporate			Consumer			Residential Real Estate		Commercial Real Estate		Total
December 31, 2018	$	198		$	2		$	—	$	3	$	203
Provision (release)1	34			—			—		2		36
Other	(4		)	(1		)	—		—		(5		)
September 30, 2019	$	228		$	1		$	—	$	5	$	234
Inherent	$	224		$	1		$	—	$	5	$	230
Specific	4			—			—		—		4

$ in millions	Corporate			Consumer		Residential Real Estate		Commercial Real Estate			Total
December 31, 2017	$	194		$	1	$	—	$	3		$	198
Provision (release)1	5			—		—		1			6
Other	(2		)	—		—		(1		)	(3		)
September 30, 2018	$	197		$	1	$	—	$	3		$	201
Inherent	$	190		$	1	$	—	$	3		$	194
Specific	7			—		—		—			7

1. The Firm recorded a provision for lending commitments of $16 million in the current quarter and $1 million in the prior year quarter.

For a further discussion of the Firm’s loans, including loan types and categories, as well as the Firm’s allowance methodology, refer to Notes 2 and 7 to the financial statements in the 2018 Form 10-K. See Note 3 for further information regarding Loans and lending commitments held at fair value. See Note 11 for details of current commitments to lend in the future.

Employee Loans

$ in millions	At September 30, 2019			At December 31, 2018
Balance	$	2,990		$	3,415
Allowance for loan losses	(61		)	(63		)
Balance, net	$	2,929		$	3,352
Remaining repayment term, weighted average in years	4.7			4.3

Employee loans are granted in conjunction with a program established primarily to recruit certain Wealth Management representatives, are full recourse and generally require periodic repayments. These loans are recorded in Customer and other receivables in the balance sheets. The Firm establishes an allowance for loan amounts it does not consider recoverable, and the related provision is recorded in Compensation and benefits expense.

8. Equity Method Investments

Equity Method Investment Balances

$ in millions	At September 30, 2019		At December 31, 2018
Investments	$	2,391	$	2,432

	Three Months Ended September 30,					Nine Months Ended September 30,
$ in millions	2019			2018		2019			2018
Income (loss)	$	(13	)	$	8	$	(39	)	$	62

Equity method investments, other than investments in certain fund interests, are summarized above and are included in Other assets in the balance sheets with related income or loss included in Other revenues in the income statements. See “Net Asset Value Measurements—Fund Interests” in Note 3 for the carrying value of the Firm’s fund interests, which are comprised of general and limited partnership interests, as well as any related carried interest.

Japanese Securities Joint Venture

	Three Months Ended September 30,					Nine Months Ended September 30,
$ in millions	2019			2018		2019		2018
Income (loss) from investment in MUMSS	$	(4	)	$	17	$	5	$	99

The Firm and Mitsubishi UFJ Financial Group, Inc. (“MUFG”) formed a joint venture in Japan comprising their respective investment banking and securities businesses by forming two joint venture companies, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”) and Morgan Stanley MUFG Securities Co., Ltd. (“MSMS”) (the “Joint Venture”). The Firm

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owns a 40% economic interest in the Joint Venture and MUFG owns the other 60%.

The Firm’s 40% voting interest in MUMSS is accounted for under the equity method within the Institutional Securities business segment, and is included in the equity method investment balances above. The Firm consolidates MSMS into the Institutional Securities business segment, based on its 51% voting interest.

The Firm engages in transactions in the ordinary course of business with MUFG and its affiliates, for example investment banking, financial advisory, sales and trading, derivatives, investment management, lending, securitization and other financial services transactions. Such transactions are on substantially the same terms as those that would be available to unrelated third parties for comparable transactions.

9. Deposits

Deposits

$ in millions	At September 30, 2019		At December 31, 2018
Savings and demand deposits	$	141,344	$	154,897
Time deposits	39,394		32,923
Total	$	180,738	$	187,820
Deposits subject to FDIC insurance	$	143,697	$	144,515
Time deposits that equal or exceed the FDIC insurance limit	$	18	$	11

Time Deposit Maturities

$ in millions	At September 30, 2019
2019	$	5,394
2020	18,091
2021	8,274
2022	2,783
2023	2,704
Thereafter	2,148
Total	$	39,394

10. Borrowings and Other Secured Financings

Borrowings

$ in millions	At September 30, 2019		At December 31, 2018
Original maturities of one year or less	$	1,297	$	1,545
Original maturities greater than one year
Senior	$	181,668	$	178,027
Subordinated	10,694		10,090
Total	$	192,362	$	188,117
Total borrowings	$	193,659	$	189,662
Weighted average stated maturity, in years1	6.9		6.5

1. Only includes borrowings with original maturities greater than one year.

Other Secured Financings

$ in millions	At September 30, 2019		At December 31, 2018
Original maturities:
Greater than one year	$	4,476	$	6,772
One year or less	4,089		2,036
Failed sales	1,271		658
Total	$	9,836	$	9,466

Other secured financings include the liabilities related to certain ELNs, transfers of financial assets that are accounted for as financings rather than sales, pledged commodities, consolidated VIEs where the Firm is deemed to be the primary beneficiary and other secured borrowings. These liabilities are generally payable from the cash flows of the related assets accounted for as Trading assets. See Note 12 for further information on other secured financings related to VIEs and securitization activities.

For transfers that fail to meet the accounting criteria for a sale, the Firm continues to recognize the assets in Trading assets at fair value, and the Firm recognizes the associated liabilities in Other secured financings at fair value in the balance sheets.

The assets transferred to certain unconsolidated VIEs in transactions accounted for as failed sales cannot be removed unilaterally by the Firm and are not generally available to the Firm. The related liabilities are also non-recourse to the Firm. In certain other failed sale transactions, the Firm has the right to remove assets or provides additional recourse through derivatives such as total return swaps, guarantees or other forms of involvement.

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11. Commitments, Leases, Guarantees and Contingencies

Commitments

	Years to Maturity at September 30, 2019
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Lending:
Corporate	$	23,252	$	33,207	$	48,734	$	5,447	$	110,640
Consumer	7,769		6		12		—		7,787
Residential and commercial real estate	380		1,148		75		277		1,880
Forward-starting secured financing receivables	75,785		635		—		11,612		88,032
Underwriting	561		—		—		—		561
Investment activities	508		131		50		250		939
Letters of credit and other financial guarantees	189		2		—		2		193
Total	$	108,444	$	35,129	$	48,871	$	17,588	$	210,032
Corporate lending commitments participated to third parties									$	7,867
Forward-starting secured financing receivables settled within three business days									$	60,893

Since commitments associated with these instruments may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.

For a further description of these commitments, refer to Note 12 to the financial statements in the 2018 Form 10-K.

Leases

Balance Sheet Amounts Related to Leases

$ in millions	At September 30, 2019
Other assets—ROU assets	$	3,825
Other liabilities and accrued expenses—
Lease liabilities	4,535
Weighted average:
Remaining lease term, in years	9.6
Discount rate	3.7		%

Lease Liabilities

$ in millions	At September 30, 2019
Remainder of 2019	$	185
2020	719
2021	659
2022	606
2023	554
Thereafter	2,817
Total undiscounted cash flows	$	5,540
Imputed interest	(1,005		)
Amount on balance sheet	$	4,535

Lease Costs

$ in millions	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Fixed costs	$	173		$	499
Variable costs1	33			115
Less: Sublease income	(1		)	(3		)
Total lease cost, net	$	205		$	611

1. Includes common area maintenance charges and other variable costs not included in the measurement of ROU assets and lease liabilities.

Cash Flows Statement Supplemental Information

$ in millions	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Cash outflows—Lease liabilities	$	177	$	509
Non-cash—ROU assets recorded for new and modified leases	104		215

Minimum Future Lease Commitments (under Previous GAAP)

$ in millions	At December 31, 2018
2019	$	677
2020	657
2021	602
2022	555
2023	507
Thereafter	2,639
Total undiscounted cash flows	$	5,637
Minimum rental income to be received in the future under non-cancelable operating subleases	$	7

The Firm’s leases are principally non-cancelable operating real estate leases.

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Guarantees

Obligations under Guarantee Arrangements at September 30, 2019

	Maximum Potential Payout/Notional
	Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Credit derivatives	$	33,594	$	40,198	$	96,188	$	59,432	$	229,412
Other credit contracts	—		—		—		116		116
Non-credit derivatives	1,715,003		1,467,985		434,155		673,378		4,290,521
Standby letters of credit and other financial guarantees issued1	1,018		886		1,410		4,217		7,531
Market value guarantees	85		89		1		—		175
Liquidity facilities	4,545		—		—		—		4,545
Whole loan sales guarantees	—		—		—		23,196		23,196
Securitization representations and warranties	—		—		—		66,530		66,530
General partner guarantees	65		127		12		71		275
Client clearing guarantees	9,746		—		—		—		9,746

$ in millions	Carrying Amount Asset (Liability)			Collateral/ Recourse
Credit derivatives2	$	789		$	—
Other credit contracts	(18		)	—
Non-credit derivatives2	(76,165		)	—
Standby letters of credit and other financial guarantees issued1	224			6,488
Market value guarantees	—			72
Liquidity facilities	6			7,925
Whole loan sales guarantees	—			—
Securitization representations and warranties3	(42		)	—
General partner guarantees	(44		)	—
Client clearing guarantees	—			9,745

1. These amounts include certain issued standby letters of credit participated to third parties, totaling $0.6 billion of notional and collateral/recourse, due to the nature of the Firm’s obligations under these arrangements.

2. The carrying amounts of derivative contracts that meet the accounting definition of a guarantee are shown on a gross basis. Therefore the collateral or recourse available to the firm in the form of cash collateral and counterparty netting is not reflected in the Collateral/Recourse amounts above. For further information on derivative contracts, including the effects of cash collateral and counterparty netting, see Note 4.

3. Primarily related to residential mortgage securitizations.

The Firm has obligations under certain guarantee arrangements, including contracts and indemnification agreements, that contingently require the Firm to make payments to the guaranteed party based on changes in an underlying measure (such as an interest or foreign exchange rate, security or commodity price, an index, or the occurrence or non-occurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. Also included as guarantees are contracts that contingently require the Firm to make payments to the guaranteed party based on another entity’s failure to perform under an agreement, as well as indirect guarantees of the indebtedness of others.

In certain situations, collateral may be held by the Firm for those contracts that meet the definition of a guarantee. Generally, the Firm sets collateral requirements by counterparty so that the collateral covers various transactions and products and is not allocated specifically to individual contracts. Also, the Firm may recover amounts related to the underlying asset delivered to the Firm under a derivative contract.

For more information on the nature of the obligation and related business activity for market value guarantees, liquidity facilities, whole loan sales guarantees and general partner guarantees related to certain investment management funds, as well as the other products in the previous table, see Note 12 to the financial statements in the 2018 Form 10-K, except for Clearing member guarantees, which are described below.

Client Clearing Guarantees. In the second quarter of 2019, the Firm became a sponsoring member of the Government Securities Division of the FICC's Sponsored Clearing Model. Clients of the Firm, as sponsored members, can transact in overnight securities repurchase and resale agreements, which are cleared through FICC. As sponsoring member, the Firm guarantees to FICC the prompt and full payment and performance of its clients’ obligations. The amount included in the previous table represents the maximum potential payout the Firm could be responsible for through the guarantee it provides. The Firm minimizes credit exposure under this guarantee by obtaining a security interest in its sponsored member clients’ collateral and their contractual rights under sponsored member transactions. Therefore, the Firm's exposure is estimated to be an amount substantially lower than the maximum potential payout amount.  

Other Guarantees and Indemnities

In the normal course of business, the Firm provides guarantees and indemnifications in a variety of transactions. These provisions generally are standard contractual terms. Certain of these guarantees and indemnifications related to indemnities, exchange and clearinghouse member guarantees and merger and acquisition guarantees are described in Note 12 to the financial statements in the 2018 Form 10-K.

In addition, in the ordinary course of business, the Firm guarantees the debt and/or certain trading obligations (including obligations associated with derivatives, foreign exchange contracts and the settlement of physical commodities) of certain subsidiaries. These guarantees generally are entity or product specific and are required by investors or trading counterparties. The activities of the Firm’s subsidiaries covered by these guarantees (including any related debt or trading obligations) are included in the financial statements.

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Finance Subsidiary

The Parent Company fully and unconditionally guarantees the securities issued by Morgan Stanley Finance LLC, a 100%-owned finance subsidiary.

Contingencies

Legal. In addition to the matters described below, in the normal course of business, the Firm has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the entities that would otherwise be the primary defendants in such cases are bankrupt or are in financial distress. These actions have included, but are not limited to, residential mortgage and credit crisis-related matters.

While the Firm has identified below any individual proceedings where the Firm believes a material loss to be reasonably possible and reasonably estimable, there can be no assurance that material losses will not be incurred from claims that have not yet been asserted or are not yet determined to be probable or possible and reasonably estimable losses.

The Firm contests liability and/or the amount of damages as appropriate in each pending matter. Where available information indicates that it is probable a liability had been incurred at the date of the financial statements and the Firm can reasonably estimate the amount of that loss, the Firm accrues the estimated loss by a charge to income.

In many proceedings and investigations, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is not always possible to reasonably estimate the size of the possible loss or range of loss.

For certain legal proceedings and investigations, the Firm cannot reasonably estimate such losses, particularly for proceedings and investigations where the factual record is being developed or contested or where plaintiffs or government entities seek substantial or indeterminate damages, restitution, disgorgement or penalties. Numerous issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, determination of issues related to class certification and the calculation of damages or other relief, and by addressing novel or unsettled legal questions relevant to the proceedings or investigations in question, before a loss or additional loss or range of loss or

additional range of loss can be reasonably estimated for a proceeding or investigation.

For certain other legal proceedings and investigations, the Firm can estimate reasonably possible losses, additional losses, ranges of loss or ranges of additional loss in excess of amounts accrued but does not believe, based on current knowledge and after consultation with counsel, that such losses will have a material adverse effect on the Firm’s financial statements as a whole, other than the matters referred to in the following paragraphs.

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against the Firm, styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint relates to a $275 million CDS referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that the Firm misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that the Firm knew that the assets backing the CDO were of poor quality when it entered into the CDS with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the CDS, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court denied the Firm’s motion to dismiss the complaint. On December 21, 2018, the court denied the Firm’s motion for summary judgment and granted in part the Firm’s motion for sanctions relating to spoliation of evidence. On January 24, 2019, CDIB filed a notice of appeal from the court’s December 21, 2018 order, and on January 25, 2019, the Firm filed a notice of appeal from the same order. On March 7, 2019, the court denied the relief that CDIB sought in a motion to clarify and resettle the portion of the court’s December 21, 2018 order granting spoliation sanctions. Based on currently available information, the Firm believes it could incur a loss in this action of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.

On July 8, 2013, U.S. Bank National Association, in its capacity as trustee, filed a complaint against the Firm styled U.S. Bank National Association, solely in its capacity as Trustee of the Morgan Stanley Mortgage Loan Trust 2007-2AX (MSM 2007-2AX) v. Morgan Stanley Mortgage Capital Holdings LLC, Successor-by-Merger to Morgan Stanley Mortgage Capital Inc. and GreenPoint Mortgage Funding, Inc., pending in the Supreme Court of NY. The complaint asserts claims for breach of contract and alleges, among other things, that the loans in the trust, which had an original principal balance of approximately $650 million, breached various representations and warranties. The complaint seeks, among other relief, specific performance of the loan breach remedy

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procedures in the transaction documents, unspecified damages and interest. On November 24, 2014, the court granted in part and denied in part the Firm’s motion to dismiss the complaint. On April 4, 2019, the court denied the Firm’s motion to renew its motion to dismiss. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $240 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase demands that it did not repurchase, plus pre- and post-judgment interest, fees and costs, but plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

On September 19, 2014, Financial Guaranty Insurance Company (“FGIC”) filed a complaint against the Firm in the Supreme Court of NY, styled Financial Guaranty Insurance Company v. Morgan Stanley ABS Capital I Inc. et al. relating to a securitization issued by Basket of Aggregated Residential NIMS 2007-1 Ltd. The complaint asserts claims for breach of contract and alleges, among other things, that the net interest margin securities (“NIMS”) in the trust breached various representations and warranties. FGIC issued a financial guaranty policy with respect to certain notes that had an original balance of approximately $475 million. The complaint seeks, among other relief, specific performance of the NIMS breach remedy procedures in the transaction documents, unspecified damages, reimbursement of certain payments made pursuant to the transaction documents, attorneys’ fees and interest. On November 24, 2014, the Firm filed a motion to dismiss the complaint, which the court denied on January 19, 2017. On September 13, 2018, the Appellate Division, First Department, affirmed the lower court’s order denying the Firm’s motion to dismiss. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $126 million, the unpaid balance of these notes, plus pre- and post-judgment interest, fees and costs, as well as claim payments that FGIC has made and will make in the future.

On September 23, 2014, FGIC filed a complaint against the Firm in the Supreme Court of NY styled Financial Guaranty Insurance Company v. Morgan Stanley ABS Capital I Inc. et al. relating to the Morgan Stanley ABS Capital I Inc. Trust 2007-NC4. The complaint asserts claims for breach of contract and fraudulent inducement and alleges, among other things, that the loans in the trust breached various representations and warranties and defendants made untrue statements and material omissions to induce FGIC to issue a financial guaranty policy on certain classes of certificates that had an original balance of approximately $876 million. The complaint seeks, among other relief, specific performance of the loan breach remedy procedures in the transaction documents, compensatory, consequential and punitive damages, attorneys’ fees and interest. On January 23, 2017, the court denied the Firm’s motion to dismiss the complaint. On September 13, 2018, the Appellate Division, First Department, affirmed in part and reversed in part the lower court’s order denying the Firm’s

motion to dismiss. On December 20, 2018, the Appellate Division denied plaintiff’s motion for leave to appeal the decision of the Appellate Division, First Department, to the New York Court of Appeals ("Court of Appeals") or, in the alternative, for re-argument. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $277 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase demands from a certificate holder and FGIC that the Firm did not repurchase, plus pre- and post-judgment interest, fees and costs, as well as claim payments that FGIC has made and will make in the future. In addition, plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

On January 23, 2015, Deutsche Bank National Trust Company, in its capacity as trustee, filed a complaint against the Firm styled Deutsche Bank National Trust Company solely in its capacity as Trustee of the Morgan Stanley ABS Capital I Inc. Trust 2007-NC4 v. Morgan Stanley Mortgage Capital Holdings LLC as Successor-by-Merger to Morgan Stanley Mortgage Capital Inc., and Morgan Stanley ABS Capital I Inc., pending in the Supreme Court of NY. The complaint asserts claims for breach of contract and alleges, among other things, that the loans in the trust, which had an original principal balance of approximately $1.05 billion, breached various representations and warranties. The complaint seeks, among other relief, specific performance of the loan breach remedy procedures in the transaction documents, compensatory, consequential, rescissory, equitable and punitive damages, attorneys’ fees, costs and other related expenses, and interest. On December 11, 2015, the court granted in part and denied in part the Firm’s motion to dismiss the complaint. On October 19, 2018, the court granted the Firm’s motion for leave to amend its answer and to stay the case pending resolution of Deutsche Bank National Trust Company’s appeal to the Court of Appeals in another case. On January 17, 2019, the First Department reversed the trial court’s order to the extent that it had granted in part the Firm’s motion to dismiss the complaint. On June 4, 2019, the Appellate Division, First Department, granted Morgan Stanley’s motion for leave to appeal to the Court of Appeals. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $277 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase demands from a certificate holder and a monoline insurer that the Firm did not repurchase, plus pre- and post-judgment interest, fees and costs, but plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

In matters styled Case number 15/3637 and Case number 15/4353, the Dutch Tax Authority (“Dutch Authority”) has challenged, in the District Court in Amsterdam, the prior set-off by the Firm of approximately €124 million (approximately $135 million) plus accrued interest of withholding tax credits

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against the Firm’s corporation tax liabilities for the tax years 2007 to 2013. The Dutch Authority alleges that the Firm was not entitled to receive the withholding tax credits on the basis, inter alia, that a Firm subsidiary did not hold legal title to certain securities subject to withholding tax on the relevant dates. The Dutch Authority has also alleged that the Firm failed to provide certain information to the Dutch Authority and keep adequate books and records. A hearing took place in this matter on September 19, 2017. On April 26, 2018, the District Court in Amsterdam issued a decision dismissing the Dutch Authority’s claims. On June 4, 2018, the Dutch Authority filed an appeal before the Court of Appeal in Amsterdam in matters re-styled Case number 18/00318 and Case number 18/00319. On June 26 and July 2, 2019, a hearing of the Dutch Authority’s appeal was held in the matters styled Case number 15/3637 and Case number 15/4353. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately €124 million (approximately $135 million) plus accrued interest.

12. Variable Interest Entities and Securitization Activities

Consolidated VIEs

Assets and Liabilities by Type of Activity

	At September 30, 2019				At December 31, 2018
$ in millions	VIE Assets		VIE Liabilities		VIE Assets		VIE Liabilities
OSF	$	281	$	—	$	267	$	—
MABS1	13		4		59		38
Other2	879		69		809		48
Total	$	1,173	$	73	$	1,135	$	86

OSF—Other structured financings

1. Amounts include transactions backed by residential mortgage loans, commercial mortgage loans and other types of assets, including consumer or commercial assets. The value of assets is determined based on the fair value of the liabilities and the interests owned by the Firm in such VIEs as the fair values for the liabilities and interests owned are more observable.

2. Other primarily includes certain operating entities, investment funds and structured transactions.

Assets and Liabilities by Balance Sheet Caption

$ in millions	At September 30, 2019		At December 31, 2018
Assets
Cash and cash equivalents:
Cash and due from banks	$	104	$	77
Restricted cash	173		171
Trading assets at fair value	374		314
Customer and other receivables	10		25
Goodwill	—		18
Intangible assets	114		128
Other assets	398		402
Total	$	1,173	$	1,135
Liabilities
Other secured financings	$	32	$	64
Other liabilities and accrued expenses	41		22
Total	$	73	$	86
Noncontrolling interests	$	160	$	106

Consolidated VIE assets and liabilities are presented in the previous tables after intercompany eliminations. Most assets owned by consolidated VIEs cannot be removed unilaterally by the Firm and are not generally available to the Firm. Most related liabilities issued by consolidated VIEs are non-recourse to the Firm. In certain other consolidated VIEs, the Firm either has the unilateral right to remove assets or provides additional recourse through derivatives such as total return swaps, guarantees or other forms of involvement.

In general, the Firm’s exposure to loss in consolidated VIEs is limited to losses that would be absorbed on the VIE net assets

recognized in its financial statements, net of amounts absorbed by third-party variable interest holders.

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Non-consolidated VIEs

	At September 30, 2019
$ in millions	MABS1		CDO		MTOB		OSF		Other2
VIE assets (UPB)	$	115,498	$	1,475	$	7,011	$	2,298	$	42,383
Maximum exposure to loss3
Debt and equity interests	$	15,538	$	157	$	62	$	965	$	10,393
Derivative and other contracts	—		—		4,545		—		2,979
Commitments, guarantees and other	660		—		—		—		783
Total	$	16,198	$	157	$	4,607	$	965	$	14,155
Carrying value of variable interests—Assets
Debt and equity interests	$	15,538	$	157	$	62	$	964	$	10,393
Derivative and other contracts	—		—		6		—		208
Total	$	15,538	$	157	$	68	$	964	$	10,601
Additional VIE assets owned4									$	11,192
Carrying value of variable interests—Liabilities
Derivative and other contracts	$	—	$	—	$	—	$	—	$	211

	At December 31, 20185
$ in millions	MABS1		CDO		MTOB		OSF		Other2
VIE assets (UPB)	$	106,197	$	10,848	$	7,014	$	3,314	$	38,603
Maximum exposure to loss3
Debt and equity interests	$	15,671	$	1,169	$	—	$	1,622	$	7,967
Derivative and other contracts	—		—		4,449		—		1,768
Commitments, guarantees and other	1,073		3		—		235		509
Total	$	16,744	$	1,172	$	4,449	$	1,857	$	10,244
Carrying value of variable interests–Assets
Debt and equity interests	$	15,671	$	1,169	$	—	$	1,205	$	7,967
Derivative and other contracts	—		—		6		—		87
Total	$	15,671	$	1,169	$	6	$	1,205	$	8,054
Additional VIE assets owned4									$	12,059
Carrying value of variable interests—Liabilities
Derivative and other contracts	$	—	$	—	$	—	$	—	$	185

MTOB—Municipal tender option bonds

1. MABS includes loan– and security–form interests collateralized by pools of residential and commercial mortgages.

2. Other primarily includes exposures to commercial real estate property and investment funds.

3. Where notional amounts are utilized in quantifying the maximum exposure related to derivatives, such amounts do not reflect changes in fair value recorded by the Firm.

4. Additional VIE assets owned represents the carrying value of total exposure to non-consolidated VIEs for which the maximum exposure to loss is less than specific thresholds, primarily interests issued by securitization SPEs. The Firm’s primary risk exposure is to the most subordinate class of beneficial interest and maximum exposure to loss generally equals the fair value of the assets owned. These assets are primarily included in Trading assets and Investment securities and are measured at fair value (see Note 3). The Firm does not provide additional support in these transactions through contractual facilities, guarantees or similar derivatives.

5. The carrying value and maximum exposure to loss of variable interests related to MABS and Other have been revised to reflect the addition of approximately $11 billion in loans to VIEs that were previously excluded. The VIE asset (UPB) amounts have also been revised by approximately $54 billion. This disclosure-only revision did not impact the Firm’s balance sheets.

The majority of the VIEs included in the previous tables are sponsored by unrelated parties; examples of the Firm’s involvement with these VIEs include its secondary market-making activities and the securities held in its Investment securities portfolio (see Note 5).

The Firm’s maximum exposure to loss is dependent on the nature of the Firm’s variable interest in the VIE and is limited to the notional amounts of certain liquidity facilities and other credit support, total return swaps and written put options, as well as the fair value of certain other derivatives and investments the Firm has made in the VIE.

The Firm’s maximum exposure to loss in the previous tables does not include the offsetting benefit of hedges or any reductions associated with the amount of collateral held as part of a transaction with the VIE or any party to the VIE directly against a specific exposure to loss.

Liabilities issued by VIEs generally are non-recourse to the Firm.

Mortgage- and Asset-Backed Securitization Assets

	At September 30, 2019				At December 31, 20181
$ in millions	UPB		Debt and Equity Interests		UPB		Debt and Equity Interests
Residential mortgages	$	28,005	$	4,144	$	27,594	$	4,581
Commercial mortgages	49,354		3,969		55,501		4,327
U.S. agency collateralized mortgage obligations	31,997		5,341		14,969		3,443
Other consumer or commercial loans	6,142		2,084		8,133		3,320
Total	$	115,498	$	15,538	$	106,197	$	15,671

1. The balances as of December 31, 2018 were revised as noted in the Non-consolidated VIEs table herein.

Transfers of Assets with Continuing Involvement

	At September 30, 20191
$ in millions	RML		CML		U.S. Agency CMO		CLN and Other2
SPE assets (UPB)3	$	12,726	$	77,431	$	14,841	$	6,637
Retained interests
Investment grade	$	27	$	620	$	1,463	$	1
Non-investment grade	18		199		—		89
Total	$	45	$	819	$	1,463	$	90
Interests purchased in the secondary market (fair value)
Investment grade	$	7	$	244	$	15	$	5
Non-investment grade	35		22		—		—
Total	$	42	$	266	$	15	$	5
Derivative assets (fair value)	$	—	$	—	$	—	$	201
Derivative liabilities (fair value)	—		—		—		69

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	At December 31, 2018
$ in millions	RML		CML		U.S. Agency CMO		CLN and Other2
SPE assets (UPB)3	$	14,376	$	68,593	$	16,594	$	14,608
Retained interests
Investment grade	$	17	$	483	$	1,573	$	3
Non-investment grade (fair value)	4		212		—		210
Total	$	21	$	695	$	1,573	$	213
Interests purchased in the secondary market (fair value)
Investment grade	$	7	$	91	$	102	$	—
Non-investment grade	28		71		—		—
Total	$	35	$	162	$	102	$	—
Derivative assets (fair value)	$	—	$	—	$	—	$	216
Derivative liabilities (fair value)	—		—		—		178

	Fair Value At September 30, 2019
$ in millions	Level 2		Level 3		Total
Retained interests
Investment grade	$	1,475	$	17	$	1,492
Non-investment grade	11		107		118
Total	$	1,486	$	124	$	1,610
Interests purchased in the secondary market
Investment grade	$	268	$	3	$	271
Non-investment grade	37		20		57
Total	$	305	$	23	$	328
Derivative assets	$	163	$	38	$	201
Derivative liabilities	65		4		69

	Fair Value At December 31, 2018
$ in millions	Level 2		Level 3		Total
Retained interests
Investment grade	$	1,580	$	13	$	1,593
Non-investment grade	174		252		426
Total	$	1,754	$	265	$	2,019
Interests purchased in the secondary market
Investment grade	$	193	$	7	$	200
Non-investment grade	83		16		99
Total	$	276	$	23	$	299
Derivative assets	$	121	$	95	$	216
Derivative liabilities	175		3		178

RML—Residential mortgage loans

CML—Commercial mortgage loans

1. As permitted by applicable guidance, certain transfers of assets where the Firm’s only continuing involvement is a derivative are only reported in the following Assets Sold with Retained Exposure table, and are no longer also included in this table. At December 31, 2018 these transactions were included in CLN and Other and comprised approximately $8 billion in UPB, $20 million in Derivative assets and $119 million in Derivative liabilities.

2. Amounts include CLO transactions managed by unrelated third parties.

3. Amounts include assets transferred by unrelated transferors.

The transfers of assets with continuing involvement tables include transactions with SPEs in which the Firm, acting as principal, transferred financial assets with continuing involvement and received sales treatment.

Transferred assets are carried at fair value prior to securitization, and any changes in fair value are recognized in

the income statements. The Firm may act as underwriter of the beneficial interests issued by these securitization vehicles, for which Investment banking revenues are recognized. The Firm may retain interests in the securitized financial assets as one or more tranches of the securitization. These retained interests are generally carried at fair value in the balance sheets with changes in fair value recognized in the income statements.

Proceeds from New Securitization Transactions and Sales of Loans

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2019		2018		2019		2018
New transactions1	$	8,651	$	7,299	$	20,897	$	19,056
Retained interests	902		584		4,424		2,222
Sales of corporate loans to CLO SPEs1, 2	—		17		—		253

1. Net gains on new transactions and sales of corporate loans to CLO entities at the time of the sale were not material for all periods presented.

2. Sponsored by non-affiliates.

The Firm has provided, or otherwise agreed to be responsible for, representations and warranties regarding certain assets transferred in securitization transactions sponsored by the Firm (see Note 11).

Assets Sold with Retained Exposure

$ in millions	At September 30, 2019		At December 31, 2018
Gross cash proceeds from sale of assets1	$	35,328	$	27,121
Fair value
Assets sold	$	35,600	$	26,524
Derivative assets recognized in the balance sheets	534		164
Derivative liabilities recognized in the balance sheets	250		763

1. The carrying value of assets derecognized at the time of sale approximates gross cash proceeds.

The Firm enters into transactions in which it sells securities, primarily equities and contemporaneously enters into bilateral OTC derivatives with the purchasers of the securities, through which it retains exposure to the sold securities.

For a discussion of the Firm’s VIEs, the determination and structure of VIEs and securitization activities, see Note 13 to the financial statements in the 2018 Form 10-K.

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13. Regulatory Requirements

Regulatory Capital Framework and Requirements    

For a discussion of the Firm’s regulatory capital framework, see Note 14 to the financial statements in the 2018 Form 10-K.

The Firm is required to maintain minimum risk-based and leverage-based capital ratios under regulatory capital requirements. A summary of the calculations of regulatory capital, RWA and transition provisions follows.

Minimum risk-based capital ratio requirements apply to Common Equity Tier 1 capital, Tier 1 capital and Total capital (which includes Tier 2 capital). Capital standards require certain adjustments to, and deductions from, capital for purposes of determining these ratios.

In addition to the minimum risk-based capital ratio requirements, the Firm is subject to the following buffers in 2019:

• A greater than 2.5% Common Equity Tier 1 capital conservation buffer;

• The Common Equity Tier 1 G-SIB capital surcharge, currently at 3%; and

• Up to a 2.5% Common Equity Tier 1 CCyB, currently set by U.S. banking agencies at zero.

In 2018, each of these buffers was 75% of the fully phased-in 2019 requirement noted above. Failure to maintain the buffers would result in restrictions on the Firm’s ability to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers.

The Firm’s Regulatory Capital and Capital Ratios

	At September 30, 2019
$ in millions	Required Ratio1		Amount		Ratio
Risk-based capital
Common Equity Tier 1 capital	10.0	%	$	64,348	16.3	%
Tier 1 capital	11.5	%	72,937		18.5	%
Total capital	13.5	%	82,661		20.9	%
Total RWA			394,875
Leverage-based capital
Tier 1 leverage	4.0	%	$	72,937	8.2	%
Adjusted average assets2			892,912
SLR	5.0	%	72,937		6.3	%
Supplementary leverage exposure3			1,155,497

	At December 31, 2018
$ in millions	Required Ratio1		Amount		Ratio
Risk-based capital
Common Equity Tier 1 capital	8.6	%	$	62,086	16.9	%
Tier 1 capital	10.1	%	70,619		19.2	%
Total capital	12.1	%	80,052		21.8	%
Total RWA			367,309
Leverage-based capital
Tier 1 leverage	4.0	%	$	70,619	8.4	%
Adjusted average assets2			843,074
SLR	5.0	%	70,619		6.5	%
Supplementary leverage exposure3			1,092,672

1. Required ratios are inclusive of any buffers applicable as of the date presented. For 2018, the minimum required regulatory capital ratios for risk-based capital are under the transitional rules.

2. Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets during the quarters ended September 30, 2019 and December 31, 2018, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in the Firm's own capital instruments, certain deferred tax assets and other capital deductions.

3. Supplementary leverage exposure is the sum of Adjusted average assets used in the Tier 1 leverage ratio and other adjustments, primarily (i) for derivatives: potential future exposure and the effective notional principal amount of sold credit protection offset by qualifying purchased credit protection; (ii) the counterparty credit risk for repo-style transactions; and (iii) the credit equivalent amount for off-balance sheet exposures.

At September 30, 2019 and December 31, 2018, the Firm’s risk-based capital ratios are based on the Standardized Approach rules.

U.S. Bank Subsidiaries’ Regulatory Capital and Capital Ratios    

The OCC establishes capital requirements for the Firm’s U.S. Bank Subsidiaries and evaluates their compliance with such capital requirements. Regulatory capital requirements for the U.S. Bank Subsidiaries are calculated in a similar manner to the Firm’s regulatory capital requirements, although G-SIB capital surcharge requirements do not apply to the U.S. Bank Subsidiaries.

The OCC’s regulatory capital framework includes Prompt Corrective Action (“PCA”) standards, including “well-capitalized” PCA standards that are based on specified regulatory capital ratio minimums. For the Firm to remain an FHC, the U.S. Bank Subsidiaries must remain well-capitalized in accordance with the OCC’s PCA standards. In addition, failure by the U.S. Bank Subsidiaries to meet minimum capital requirements may result in certain mandatory and discretionary actions by regulators that, if undertaken, could have a direct material effect on the U.S. Bank Subsidiaries’ and the Firm’s financial statements.

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At September 30, 2019 and December 31, 2018, the U.S. Bank Subsidiaries’ risk-based capital ratios are based on the Standardized Approach rules, and in each period, the ratios exceeded well-capitalized requirements.

MSBNA’s Regulatory Capital

	At September 30, 2019
$ in millions	Required Ratio1		Amount		Ratio
Risk-based capital
Common Equity Tier 1 capital	6.5	%	$	16,641	19.9	%
Tier 1 capital	8.0	%	16,641		19.9	%
Total capital	10.0	%	16,953		20.3	%
Leverage-based capital
Tier 1 leverage	5.0	%	$	16,641	11.9	%
SLR	6.0	%	16,641		9.2	%

	At December 31, 2018
$ in millions	Required Ratio1		Amount		Ratio
Risk-based capital
Common Equity Tier 1 capital	6.5	%	$	15,221	19.5	%
Tier 1 capital	8.0	%	15,221		19.5	%
Total capital	10.0	%	15,484		19.8	%
Leverage-based capital
Tier 1 leverage	5.0	%	$	15,221	10.5	%
SLR	6.0	%	15,221		8.2	%

MSPBNA’s Regulatory Capital 

	At September 30, 2019
$ in millions	Required Ratio1		Amount		Ratio
Risk-based capital
Common Equity Tier 1 capital	6.5	%	$	8,281	27.3	%
Tier 1 capital	8.0	%	8,281		27.3	%
Total capital	10.0	%	8,331		27.5	%
Leverage-based capital
Tier 1 leverage	5.0	%	$	8,281	10.8	%
SLR	6.0	%	8,281		10.3	%

	At December 31, 2018
$ in millions	Required Ratio1		Amount		Ratio
Risk-based capital
Common Equity Tier 1 capital	6.5	%	$	7,183	25.2	%
Tier 1 capital	8.0	%	7,183		25.2	%
Total capital	10.0	%	7,229		25.4	%
Leverage-based capital
Tier 1 leverage	5.0	%	$	7,183	10.0	%
SLR	6.0	%	7,183		9.6	%

1. Ratios that are required in order to be considered well-capitalized for U.S. regulatory purposes.

U.S. Broker-Dealer Regulatory Capital Requirements

MS&Co. Regulatory Capital

$ in millions	At September 30, 2019		At December 31, 2018
Net capital	$	13,358	$	13,797
Excess net capital	10,453		11,333

MS&Co. is a registered U.S. broker-dealer and registered futures commission merchant and, accordingly, is subject to the minimum net capital requirements of the SEC and the CFTC. MS&Co. has consistently operated with capital in excess of its regulatory capital requirements.

As an Alternative Net Capital broker-dealer, and in accordance with the market and credit risk standards of Appendix E of SEC Rule 15c3-1, MS&Co. is subject to minimum net capital and tentative net capital requirements. In addition, MS&Co. must notify the SEC if its tentative net capital falls below certain levels. At September 30, 2019 and December 31, 2018, MS&Co. has exceeded its net capital requirement and has tentative net capital in excess of the minimum and notification requirements.

MSSB LLC Regulatory Capital

$ in millions	At September 30, 2019		At December 31, 2018
Net capital	$	3,772	$	3,455
Excess net capital	3,634		3,313

MSSB LLC is a registered U.S. broker-dealer and introducing broker for the futures business and, accordingly, is subject to the minimum net capital requirements of the SEC. MSSB LLC has consistently operated with capital in excess of its regulatory capital requirements.

Other Regulated Subsidiaries

MSIP, a London-based broker-dealer subsidiary, is subject to the capital requirements of the PRA, and MSMS, a Tokyo-based broker-dealer subsidiary, is subject to the capital requirements of the Financial Services Agency. MSIP and MSMS have consistently operated with capital in excess of their respective regulatory capital requirements.

Certain other U.S. and non-U.S. subsidiaries of the Firm are subject to various securities, commodities and banking regulations, and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries have consistently operated with capital in excess of their local capital adequacy requirements.    

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14. Total Equity

Share Repurchases

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2019		2018		2019		2018
Repurchases of common stock under our Share Repurchase Program	$	1,500	$	1,180	$	3,860	$	3,680

The Firm’s 2019 Capital Plan (“Capital Plan”) includes the share repurchase of up to $6.0 billion of outstanding common stock for the period beginning July 1, 2019 through June 30, 2020. Additionally, the Capital Plan includes quarterly common stock dividends of up to $0.35 per share, beginning with the common stock dividend announced on July 18, 2019. For information about the Firm's 2018 Capital Plan, see Note 15 to the financial statements in the 2018 Form 10-K.

A portion of common stock repurchases was conducted under a sales plan with MUFG, whereby MUFG sold shares of the Firm’s common stock to the Firm, as part of the Firm’s Share Repurchase Program. The sales plan is only intended to maintain MUFG’s ownership percentage below 24.9% in order to comply with MUFG’s passivity commitments to the Board of Governors of the Federal Reserve System and has no impact on the strategic alliance between MUFG and the Firm, including the joint ventures in Japan.

Common Stock Dividends Per Share

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Dividends declared per common share	$	0.35	$	0.30	$	0.95	$	0.80

Preferred Stock

	Shares Outstanding			Carrying Value
$ in millions, except per share data	At September 30, 2019	Liquidation Preference per Share		At September 30, 2019		At December 31, 2018
Series
A	44,000	$	25,000	$	1,100	$	1,100
C1	519,882	1,000		408		408
E	34,500	25,000		862		862
F	34,000	25,000		850		850
G	20,000	25,000		500		500
H	52,000	25,000		1,300		1,300
I	40,000	25,000		1,000		1,000
J	60,000	25,000		1,500		1,500
K	40,000	25,000		1,000		1,000
Total				$	8,520	$	8,520
Shares authorized				30,000,000

1. Series C is composed of the issuance of 1,160,791 shares of Series C Preferred Stock to MUFG for an aggregate purchase price of $911 million, less the redemption of 640,909 shares of Series C Preferred Stock of $503 million, which were converted to common shares of approximately $705 million.

For a description of Series A through Series K preferred stock issuances, see Note 15 to the financial statements in the 2018 Form 10-K. Preferred stock has a preference over common stock upon liquidation. The Firm’s preferred stock qualifies as Tier 1 capital in accordance with regulatory capital requirements (see Note 13).

Preferred Stock Dividends

$ in millions, except per share data	Three Months Ended September 30, 2019				Three Months Ended September 30, 2018
	Per Share1		Total		Per Share1		Total
Series
A	$	256	$	11	$	256	$	11
C	25		13		25		13
E	445		15		445		15
F	430		15		430		15
G	414		8		414		8
H	378		20		—		—
I	398		16		398		16
J	—		—		—		—
K	366		15		366		15
Total			$	113			$	93

September 2019 Form 10-Q 76

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

$ in millions, except per share data	Nine Months Ended September 30, 2019				Nine Months Ended September 30, 2018
	Per Share1		Total		Per Share1		Total
Series
A	$	758	$	33	$	758	$	33
C	75		39		75		39
E	1,336		45		1,336		45
F	1,289		45		1,289		45
G	1,242		24		1,242		24
H	1,059		55		681		35
I	1,195		48		1,195		48
J	694		42		694		42
K	1,097		45		1,097		45
Total			$	376			$	356

1. Dividends on preferred stock are payable quarterly, except for Series H, which was payable semiannually until July 15, 2019 and is now payable quarterly, and Series J, which is payable semiannually until July 15, 2020, and quarterly thereafter.

Accumulated Other Comprehensive Income (Loss)¹ 

$ in millions	Foreign Currency Translation Adjustments			AFS Securities			Pension, Postretirement and Other			DVA			Total
June 30, 2019	$	(865	)	$	108		$	(574	)	$	(720	)	$	(2,051	)
OCI during the period	(96		)	214			3			332			453
September 30, 2019	$	(961	)	$	322		$	(571	)	$	(388	)	$	(1,598	)
June 30, 2018	$	(864	)	$	(1,194	)	$	(704	)	$	(308	)	$	(3,070	)
OCI during the period	(54		)	(171		)	5			(709		)	(929		)
September 30, 2018	$	(918	)	$	(1,365	)	$	(699	)	$	(1,017	)	$	(3,999	)
December 31, 2018	$	(889	)	$	(930	)	$	(578	)	$	105		$	(2,292	)
OCI during the period	(72		)	1,252			7			(493		)	694
September 30, 2019	$	(961	)	$	322		$	(571	)	$	(388	)	$	(1,598	)
December 31, 2017	$	(767	)	$	(547	)	$	(591	)	$	(1,155	)	$	(3,060	)
Cumulative adjustment for accounting changes2	(8		)	(111		)	(124		)	(194		)	(437		)
OCI during the period	(143		)	(707		)	16			332			(502		)
September 30, 2018	$	(918	)	$	(1,365	)	$	(699	)	$	(1,017	)	$	(3,999	)

1. Amounts are net of tax and exclude noncontrolling interests.

2. The cumulative adjustment for accounting changes is primarily the effect of the adoption of the accounting update Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This adjustment was recorded as of January 1, 2018 to reclassify certain income tax effects related to enactment of the Tax Act from AOCI to Retained earnings, primarily related to the remeasurement of deferred tax assets and liabilities resulting from the reduction in the corporate income tax rate to 21%. See Note 2 for further information.

Components of Period Changes in OCI

	Three Months Ended September 30, 2019
$ in millions	Pre-tax Gain (Loss)			Income Tax Benefit (Provision)			After-tax Gain (Loss)			Non- controlling Interests			Net
Foreign currency translation adjustments
OCI activity	$	(26	)	$	(73	)	$	(99	)	$	(3	)	$	(96	)
Reclassified to earnings	—			—			—			—			—
Net OCI	$	(26	)	$	(73	)	$	(99	)	$	(3	)	$	(96	)
Change in net unrealized gains (losses) on AFS securities
OCI activity	$	307		$	(73	)	$	234		$	—		$	234
Reclassified to earnings	(26		)	6			(20		)	—			(20		)
Net OCI	$	281		$	(67	)	$	214		$	—		$	214
Pension, postretirement and other
OCI activity	$	—		$	—		$	—		$	—		$	—
Reclassified to earnings	4			(1		)	3			—			3
Net OCI	$	4		$	(1	)	$	3		$	—		$	3
Change in net DVA
OCI activity	$	441		$	(106	)	$	335		$	5		$	330
Reclassified to earnings	2			—			2			—			2
Net OCI	$	443		$	(106	)	$	337		$	5		$	332

	Three Months Ended September 30, 2018
$ in millions	Pre-tax Gain (Loss)			Income Tax Benefit (Provision)			After-tax Gain (Loss)			Non- controlling Interests			Net
Foreign currency translation adjustments
OCI activity	$	(44	)	$	(35	)	$	(79	)	$	(25	)	$	(54	)
Reclassified to earnings	—			—			—			—			—
Net OCI	$	(44	)	$	(35	)	$	(79	)	$	(25	)	$	(54	)
Change in net unrealized gains (losses) on AFS securities
OCI activity	$	(219	)	$	51		$	(168	)	$	—		$	(168	)
Reclassified to earnings	(5		)	2			(3		)	—			(3		)
Net OCI	$	(224	)	$	53		$	(171	)	$	—		$	(171	)
Pension, postretirement and other
OCI activity	$	—		$	—		$	—		$	—		$	—
Reclassified to earnings	7			(2		)	5			—			5
Net OCI	$	7		$	(2	)	$	5		$	—		$	5
Change in net DVA
OCI activity	$	(1,018	)	$	248		$	(770	)	$	(34	)	$	(736	)
Reclassified to earnings	36			(9		)	27			—			27
Net OCI	$	(982	)	$	239		$	(743	)	$	(34	)	$	(709	)

77 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

	Nine Months Ended September 30, 20191
$ in millions	Pre-tax Gain (Loss)			Income Tax Benefit (Provision)			After-tax Gain (Loss)			Non- controlling Interests			Net
Foreign currency translation adjustments
OCI activity	$	2		$	(58	)	$	(56	)	$	16		$	(72	)
Reclassified to earnings	—			—			—			—			—
Net OCI	$	2		$	(58	)	$	(56	)	$	16		$	(72	)
Change in net unrealized gains (losses) on AFS securities
OCI activity	$	1,726		$	(406	)	$	1,320		$	—		$	1,320
Reclassified to earnings	(89		)	21			(68		)	—			(68		)
Net OCI	$	1,637		$	(385	)	$	1,252		$	—		$	1,252
Pension, postretirement and other
OCI activity	$	—		$	(1	)	$	(1	)	$	—		$	(1	)
Reclassified to earnings	10			(2		)	8			—			8
Net OCI	$	10		$	(3	)	$	7		$	—		$	7
Change in net DVA
OCI activity	$	(713	)	$	177		$	(536	)	$	(36	)	$	(500	)
Reclassified to earnings	9			(2		)	7			—			7
Net OCI	$	(704	)	$	175		$	(529	)	$	(36	)	$	(493	)

	Nine Months Ended September 30, 20181
$ in millions	Pre-tax Gain (Loss)			Income Tax Benefit (Provision)			After-tax Gain (Loss)			Non- controlling Interests			Net
Foreign currency translation adjustments
OCI activity	$	(52	)	$	(102	)	$	(154	)	$	(11	)	$	(143	)
Reclassified to earnings	—			—			—			—			—
Net OCI	$	(52	)	$	(102	)	$	(154	)	$	(11	)	$	(143	)
Change in net unrealized gains (losses) on AFS securities
OCI activity	$	(916	)	$	215		$	(701	)	$	—		$	(701	)
Reclassified to earnings	(8		)	2			(6		)	—			(6		)
Net OCI	$	(924	)	$	217		$	(707	)	$	—		$	(707	)
Pension, postretirement and other
OCI activity	$	2		$	—		$	2		$	—		$	2
Reclassified to earnings	19			(5		)	14			—			14
Net OCI	$	21		$	(5	)	$	16		$	—		$	16
Change in net DVA
OCI activity	$	403		$	(97	)	$	306		$	15		$	291
Reclassified to earnings	54			(13		)	41			—			41
Net OCI	$	457		$	(110	)	$	347		$	15		$	332

1. Exclusive of cumulative adjustments related to the adoption of certain accounting updates. Refer to the following table and Note 2 for further information.

Cumulative Adjustments to Retained Earnings Related to the Adoption of Accounting Updates¹ 

	Nine Months Ended
$ in millions	September 30, 2019
Leases	$	63

	Nine Months Ended
$ in millions	September 30, 2018
Revenues from contracts with customers2	$	(32	)
Derivatives and hedging—targeted improvements to accounting for hedging activities2	(99		)
Reclassification of certain tax effects from AOCI2	443
Other3	(6		)
Total	$	306

1. There were no cumulative adjustments to retained earnings related to the adoption of accounting updates for the three months ended September 30, 2019 and 2018.

2. See Note 2 to the financial statements in the 2018 Form 10-K for further information.

3. Other includes the adoption of accounting updates related to Recognition and Measurement of Financial Assets and Financial Liabilities (other than the provision around presenting unrealized DVA in OCI, which the Firm early adopted in 2016) and Derecognition of Nonfinancial Assets. The impact of these adoptions on Retained earnings was not significant.

15. Earnings per Common Share

	Three Months Ended September 30,				Nine Months Ended September 30,
in millions, except for per share data	2019		2018		2019		2018
Earnings applicable to Morgan Stanley common shareholders	$	2,060	$	2,019	$	6,427	$	6,861
Basic EPS
Weighted average common shares outstanding	1,604		1,697		1,632		1,719
Earnings per basic common share	$	1.28	$	1.19	$	3.94	$	3.99
Diluted EPS
Weighted average common shares outstanding	1,604		1,697		1,632		1,719
Effect of dilutive RSUs and PSUs	23		30		21		30
Weighted average common shares outstanding and common stock equivalents	1,627		1,727		1,653		1,749
Earnings per diluted common share	$	1.27	$	1.17	$	3.89	$	3.92
Weighted average antidilutive RSUs (excluded from the computation of diluted EPS)	—		1		2		1

September 2019 Form 10-Q 78

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

16. Interest Income and Interest Expense

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2019		2018		2019		2018
Interest income
Investment securities	$	579	$	440	$	1,563	$	1,281
Loans	1,208		1,085		3,599		3,097
Securities purchased under agreements to resell and Securities borrowed1	871		575		2,865		1,156
Trading assets, net of Trading liabilities	728		571		2,188		1,687
Customer receivables and Other2	964		956		2,931		2,560
Total interest income	$	4,350	$	3,627	$	13,146	$	9,781
Interest expense
Deposits	$	505	$	377	$	1,460	$	809
Borrowings	1,219		1,287		3,941		3,683
Securities sold under agreements to repurchase and Securities loaned3	681		478		2,016		1,326
Customer payables and Other4	727		549		2,468		1,146
Total interest expense	$	3,132	$	2,691	$	9,885	$	6,964
Net interest	$	1,218	$	936	$	3,261	$	2,817

1. Includes fees paid on Securities borrowed.

2. Includes interest from Customer receivables and Cash and cash equivalents.

3. Includes fees received on Securities loaned.

4. Includes fees received from prime brokerage customers for stock loan transactions entered into to cover customers’ short positions.

Interest income and Interest expense are classified in the income statements based on the nature of the instrument and related market conventions. When included as a component of the instrument’s fair value, interest is included within Trading revenues or Investments revenues. Otherwise, it is included within Interest income or Interest expense.

k

17. Income Taxes

The Firm is under continuous examination by the IRS and other tax authorities in certain countries, such as Japan and the U.K., and in states and localities in which it has significant business operations, such as New York. The Firm has established a liability for unrecognized tax benefits, and associated interest, if applicable (“tax liabilities”), that it believes is adequate in relation to the potential for additional assessments. Once established, the Firm adjusts such tax liabilities only when new information is available or when an event occurs necessitating a change.

Net Discrete Tax Provisions/(Benefits)

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2019			2018			2019			2018
Recurring1	$	—		$	—		$	(127	)	$	(164	)
Intermittent	(89		)	(4		)	(190		)	(92		)

1. Recurring discrete tax items are related to conversion of employee share-based awards.

The Firm's effective tax rate for the current quarter included intermittent net discrete tax benefits primarily associated with the filing of the 2018 federal tax return and the remeasurement of reserves and related interest due to new information with regard to multi-jurisdiction tax examinations. The Firm’s effective tax rates for the current year period and prior year period included intermittent net discrete tax benefits primarily associated with the remeasurement of reserves and related interest due to new information with regard to multi-jurisdiction tax examinations and other matters.

See Note 11 regarding the Dutch Tax Authority’s challenge, in the District Court in Amsterdam (matters styled Case number 15/3637 and Case number 15/4353), of the Firm’s entitlement to certain withholding tax credits which may impact the balance of unrecognized tax benefits.

It is reasonably possible that significant changes in the balance of unrecognized tax benefits occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the Firm’s effective tax rate over the next 12 months.

The Firm believes that the resolution of the previous tax examinations will not have a material effect on the annual financial statements, although a resolution could have a material impact in the income statements and on the effective tax rate for any period in which such resolution occurs.

79 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

18. Segment, Geographic and Revenue Information

Selected Financial Information by Business Segment

	Three Months Ended September 30, 2019
$ in millions	IS			WM		IM			I/E			Total
Investment banking1	$	1,535		$	118	$	—		$	(18	)	$	1,635
Trading	2,533			61		2			12			2,608
Investments	(18		)	—		105			—			87
Commissions and fees1	643			416		1			(70		)	990
Asset management1	100			2,639		664			(40		)	3,363
Other	51			81		—			(1		)	131
Total non-interest revenues	4,844			3,315		772			(117		)	8,814
Interest income	3,112			1,378		4			(144		)	4,350
Interest expense	2,933			335		12			(148		)	3,132
Net interest	179			1,043		(8		)	4			1,218
Net revenues	$	5,023		$	4,358	$	764		$	(113	)	$	10,032
Income from continuing operations before income taxes	$	1,307		$	1,238	$	165		$	—		$	2,710
Provision for income taxes	189			276		27			—			492
Income from continuing operations	1,118			962		138			—			2,218
Net income	1,118			962		138			—			2,218
Net income applicable to noncontrolling interests	45			—		—			—			45
Net income applicable to Morgan Stanley	$	1,073		$	962	$	138		$	—		$	2,173

	Three Months Ended September 30, 2018
$ in millions	IS			WM		IM			I/E			Total
Investment banking1	$	1,459		$	129	$	—		$	(21	)	$	1,567
Trading	2,573			160		2			17			2,752
Investments	96			—		40			—			136
Commissions and fees1	589			409		—			(66		)	932
Asset management1	112			2,573		604			(38		)	3,251
Other	244			58		(3		)	(1		)	298
Total non-interest revenues	5,073			3,329		643			(109		)	8,936
Interest income	2,425			1,412		19			(229		)	3,627
Interest expense	2,569			342		9			(229		)	2,691
Net interest	(144		)	1,070		10			—			936
Net revenues	$	4,929		$	4,399	$	653		$	(109	)	$	9,872
Income from continuing operations before income taxes	$	1,556		$	1,194	$	102		$	(1	)	$	2,851
Provision for income taxes	397			281		18			—			696
Income from continuing operations	1,159			913		84			(1		)	2,155
Income (loss) from discontinued operations, net of income taxes	(3		)	—		2			—			(1		)
Net income	1,156			913		86			(1		)	2,154
Net income applicable to noncontrolling interests	36			—		6			—			42
Net income applicable to Morgan Stanley	$	1,120		$	913	$	80		$	(1	)	$	2,112

September 2019 Form 10-Q 80

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

	Nine Months Ended September 30, 2019
$ in millions	IS		WM		IM			I/E			Total
Investment banking1	$	4,158	$	365	$	(1	)	$	(55	)	$	4,467
Trading	8,221		525		(2		)	37			8,781
Investments	257		1		543			—			801
Commissions and fees1	1,889		1,250		1			(205		)	2,935
Asset management1	310		7,544		1,893			(115		)	9,632
Other	416		281		(6		)	(6		)	685
Total non-interest revenues	15,251		9,966		2,428			(344		)	27,301
Interest income	9,457		4,139		14			(464		)	13,146
Interest expense	9,376		950		35			(476		)	9,885
Net interest	81		3,189		(21		)	12			3,261
Net revenues	$	15,332	$	13,155	$	2,407		$	(332	)	$	30,562
Income from continuing operations before income taxes	$	4,365	$	3,669	$	538		$	(4	)	$	8,568
Provision for income taxes	703		830		104			(1		)	1,636
Income from continuing operations	3,662		2,839		434			(3		)	6,932
Net income	3,662		2,839		434			(3		)	6,932
Net income applicable to noncontrolling interests	97		—		32			—			129
Net income applicable to Morgan Stanley	$	3,565	$	2,839	$	402		$	(3	)	$	6,803

	Nine Months Ended September 30, 2018
$ in millions	IS			WM		IM		I/E			Total
Investment banking1	$	4,671		$	383	$	—	$	(60	)	$	4,994
Trading	9,344			404		23		44			9,815
Investments	234			3		172		—			409
Commissions and fees1	2,007			1,349		—		(212		)	3,144
Asset management1	324			7,582		1,840		(114		)	9,632
Other	548			195		10		(5		)	748
Total non-interest revenues	17,128			9,916		2,045		(347		)	28,742
Interest income	6,424			4,012		37		(692		)	9,781
Interest expense	6,809			830		20		(695		)	6,964
Net interest	(385		)	3,182		17		3			2,817
Net revenues	$	16,743		$	13,098	$	2,062	$	(344	)	$	31,559
Income from continuing operations before income taxes	$	5,480		$	3,511	$	390	$	(1	)	$	9,380
Provision for income taxes	1,169			808		73		—			2,050
Income from continuing operations	4,311			2,703		317		(1		)	7,330
Income (loss) from discontinued operations, net of income taxes	(7		)	—		2		—			(5		)
Net income	4,304			2,703		319		(1		)	7,325
Net income applicable to noncontrolling interests	100			—		8		—			108
Net income applicable to Morgan Stanley	$	4,204		$	2,703	$	311	$	(1	)	$	7,217

I/E–Intersegment Eliminations

1. Approximately 85% of Investment Banking revenues in the current quarter, 90% in the current year period and approximately 85% of Investment banking revenues in the prior year periods were accounted for as Revenues from Contracts with Customers. In all periods presented, substantially all of Commissions and fees and Asset management revenues were accounted for under this guidance.

For a discussion about the Firm’s business segments, see Note 21 to the financial statements in the 2018 Form 10-K.

Institutional Securities—Investment Banking Revenues

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2019		2018		2019		2018
Advisory	$	550	$	510	$	1,462	$	1,702
Underwriting	985		949		2,696		2,969

Trading Revenues by Product Type

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2019		2018		2019		2018
Interest rate	$	894	$	744	$	2,283	$	2,396
Foreign exchange	69		223		383		622
Equity security and index1	1,076		1,432		4,005		5,094
Commodity and other	300		254		986		1,047
Credit	269		99		1,124		656
Total	$	2,608	$	2,752	$	8,781	$	9,815

1. Dividend income is included within equity security and index contracts.

81 September 2019 Form 10-Q

Table of Contents
Notes to Consolidated Financial Statements (Unaudited)

The previous table summarizes gains and losses included in Trading revenues in the income statements. These activities include revenues related to derivative and non-derivative financial instruments. The Firm generally utilizes financial instruments across a variety of product types in connection with its market-making and related risk management strategies. The trading revenues presented in the table are not representative of the manner in which the Firm manages its business activities and are prepared in a manner similar to the presentation of trading revenues for regulatory reporting purposes.

Investment Management Investments Revenues—Net Unrealized Carried Interest

$ in millions	At September 30, 2019		At December 31, 2018
Net cumulative unrealized carried interest at risk of reversing	$	553	$	434

The Firm’s portion of net cumulative unrealized carried interest (for which the Firm is not obligated to pay compensation) are at risk of reversing if the fund performance falls below the stated investment management agreement benchmarks. See Note 11 for information regarding general partner guarantees, which include potential obligations to return performance-based fees in the form of carried interest previously received.

Investment Management Asset Management Revenues—Reduction of Fees due to Fee Waivers

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2019		2018		2019		2018
Fee waivers	$	11	$	11	$	32	$	45

The Firm waives a portion of its fees in the Investment Management business segment from certain registered money market funds that comply with the requirements of Rule 2a-7 of the Investment Company Act of 1940.

Separately, the Firm’s employees, including its senior officers, may participate on the same terms and conditions as other investors in certain funds that the Firm sponsors primarily for client investment, and the Firm may waive or lower applicable fees and charges for its employees.

Net Revenues by Region

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2019		2018		2019		2018
Americas	$	7,489	$	7,357	$	22,336	$	22,989
EMEA	1,409		1,355		4,687		4,892
Asia	1,134		1,160		3,539		3,678
Total	$	10,032	$	9,872	$	30,562	$	31,559

For a discussion about the Firm’s geographic net revenues, see Note 21 to the financial statements in the 2018 Form 10-K.

Revenue Recognized From Prior Services

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2019		2018		2019		2018
Non-interest revenues	$	841	$	804	$	1,995	$	2,192

The previous table includes revenue from contracts with customers recognized where some or all services were performed in prior periods and is primarily composed of investment banking advisory fees and distribution fees.

Certain Future Expected Revenues

	At September 30, 2019
$ in millions	2019		2020		2021 - 2025	thereafter
Non-interest revenues	$	57	$	132	$ 63 - $ 89	$	239

The previous table reflects contracts with customers that are longer than one year in duration and the amounts invoiced do not necessarily correspond directly to the value transferred to the customer. These contracts are primarily for the future sale and transport of commodity related products.

Receivables related to Revenues from Contracts with Customers

$ in millions	At September 30, 2019		At December 31, 2018
Customer and other receivables	$	2,114	$	2,308

Receivables from contracts with customers, which are included within Customer and other receivables in the balance sheets, arise when the Firm has both recorded revenues and has the right per the contract to bill the customer.

Assets by Business Segment

$ in millions	At September 30, 2019		At December 31, 2018
Institutional Securities	$	703,868	$	646,427
Wealth Management1	193,213		202,392
Investment Management	5,523		4,712
Total2	$	902,604	$	853,531

1. The Firm acquired Solium Capital Inc. in the second quarter of 2019 and as a result recorded Goodwill of approximately $469 million and Intangible assets of approximately $268 million.

2. Parent assets have been fully allocated to the business segments.

September 2019 Form 10-Q 82

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Financial Data Supplement (Unaudited)

Average Balances and Interest Rates and Net Interest Income

	Three Months Ended September 30,
	2019						2018
$ in millions	Average Daily Balance		Interest		Annualized Average Rate		Average Daily Balance		Interest			Annualized Average Rate
Interest earning assets
Investment securities1	$	104,700	$	579	2.2	%	$	82,594	$	440		2.1	%
Loans1	122,320		1,208		3.9		110,592		1,085			3.9
Securities purchased under agreements to resell and Securities borrowed2:
U.S.	146,578		835		2.3		139,418		637			1.8
Non-U.S.	76,871		36		0.2		89,825		(62		)	(0.3	)
Trading assets, net of Trading liabilities3:
U.S.	78,169		630		3.2		55,399		508			3.6
Non-U.S.	17,104		98		2.3		8,637		63			2.9
Customer receivables and Other4:
U.S.	62,113		703		4.5		78,025		716			3.6
Non-U.S.	60,073		261		1.7		56,770		240			1.7
Total	$	667,928	$	4,350	2.6	%	$	621,260	$	3,627		2.3	%
Interest bearing liabilities
Deposits1	$	179,715	$	505	1.1	%	$	173,921	$	377		0.9	%
Borrowings1, 5	196,777		1,219		2.5		191,606		1,287			2.7
Securities sold under agreements to repurchase and Securities loaned6:
U.S.	36,335		505		5.5		24,386		346			5.6
Non-U.S.	30,111		176		2.3		34,960		132			1.5
Customer payables and Other7:
U.S.	121,800		448		1.5		120,958		321			1.1
Non-U.S.	65,036		279		1.7		71,998		228			1.3
Total	$	629,774	$	3,132	2.0	%	$	617,829	$	2,691		1.7	%
Net interest income and net interest rate spread			$	1,218	0.6	%			$	936		0.6	%

83 September 2019 Form 10-Q

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Financial Data Supplement (Unaudited)

Average Balances and Interest Rates and Net Interest Income

	Nine Months Ended September 30,
	2019						2018
$ in millions	Average Daily Balance		Interest		Annualized Average Rate		Average Daily Balance		Interest			Annualized Average Rate
Interest earning assets
Investment securities1	$	99,782	$	1,563	2.1	%	$	80,886	$	1,281		2.1	%
Loans1	118,926		3,599		4.0		109,001		3,097			3.8
Securities purchased under agreements to resell and Securities borrowed2:
U.S.	144,686		2,774		2.6		133,208		1,410			1.4
Non-U.S.	76,814		91		0.2		89,699		(254		)	(0.4	)
Trading assets, net of Trading liabilities3:
U.S.	77,434		1,922		3.3		55,162		1,520			3.7
Non-U.S.	14,362		266		2.5		7,045		167			3.2
Customer receivables and Other4:
U.S.	61,479		2,110		4.6		73,792		1,880			3.4
Non-U.S.	59,033		821		1.9		56,891		680			1.6
Total	$	652,516	$	13,146	2.7	%	$	605,684	$	9,781		2.2	%
Interest bearing liabilities
Deposits1	$	178,894	$	1,460	1.1	%	$	166,384	$	809		0.7	%
Borrowings1, 5	192,854		3,941		2.7		192,746		3,683			2.6
Securities sold under agreements to repurchase and Securities loaned6:
U.S.	32,479		1,489		6.1		24,871		952			5.1
Non-U.S.	31,555		527		2.2		38,248		374			1.3
Customer payables and Other7:
U.S.	116,383		1,587		1.8		121,556		577			0.6
Non-U.S.	65,331		881		1.8		71,382		569			1.1
Total	$	617,496	$	9,885	2.1	%	$	615,187	$	6,964		1.5	%
Net interest income and net interest rate spread			$	3,261	0.6	%			$	2,817		0.7	%

1. Amounts include primarily U.S. balances.

2. Includes fees paid on Securities borrowed.

3. Excludes non-interest earning assets and non-interest bearing liabilities, such as equity securities.

4. Includes Cash and cash equivalents. Prior period amounts have been revised to conform to the current presentation.

5. Includes structured notes, whose interest expense is considered part of its value and therefore is recorded within Trading revenues.

6. Includes fees received on Securities loaned. The annualized average rate was calculated using (a) interest expense incurred on all securities sold under agreements to repurchase and securities loaned transactions, whether or not such transactions were reported in the balance sheets and (b) net average on-balance sheet balances, which exclude certain securities-for-securities transactions.

7. Includes fees received from prime brokerage customers for stock loan transactions entered into to cover customers’ short positions.

September 2019 Form 10-Q 84

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Glossary of Common Acronyms

2018 Form 10-K	Annual Report on Form 10-K for year ended December 31, 2018 filed with the SEC
ABS	Asset-backed securities
AFS	Available-for-sale
AML	Anti-money laundering
AOCI	Accumulated other comprehensive income (loss)
AUM	Assets under management or supervision
BEAT	Base erosion and anti-abuse tax
BHC	Bank holding company
bps	Basis points; one basis point equals 1/100th of 1%
CCAR	Comprehensive Capital Analysis and Review
CCyB	Countercyclical capital buffer
CDO	Collateralized debt obligation(s), including Collateralized loan obligation(s)
CDS	Credit default swaps
CECL	Current expected credit loss
CFTC	U.S. Commodity Futures Trading Commission
CLN	Credit-linked note(s)
CLO	Collateralized loan obligation(s)
CMBS	Commercial mortgage-backed securities
CMO	Collateralized mortgage obligation(s)
CVA	Credit valuation adjustment
DVA	Debt valuation adjustment
EBITDA	Earnings before interest, taxes, depreciation and amortization
ELN	Equity-linked note(s)
EMEA	Europe, Middle East and Africa
EPS	Earnings per common share
E.U.	European Union

FDIC	Federal Deposit Insurance Corporation
FFELP	Federal Family Education Loan Program
FFIEC	Federal Financial Institutions Examination Council
FHC	Financial Holding Company
FICC	Fixed Income Clearing Corporation
FICO	Fair Isaac Corporation
FVA	Funding valuation adjustment
GILTI	Global Intangible Low-Taxed Income
GLR	Global liquidity reserve
G-SIB	Global systemically important banks
HELOC	Home Equity Line of Credit
HQLA	High-quality liquid assets
HTM	Held-to-maturity
I/E	Intersegment eliminations
IHC	Intermediate holding company
IM	Investment Management
IRS	Internal Revenue Service
IS	Institutional Securities
LCR	Liquidity coverage ratio, as adopted by the U.S. banking agencies
LIBOR	London Interbank Offered Rate
M&A	Merger, acquisition and restructuring transaction
MSBNA	Morgan Stanley Bank, N.A.
MS&Co.	Morgan Stanley & Co. LLC
MSIP	Morgan Stanley & Co. International plc
MSMS	Morgan Stanley MUFG Securities Co., Ltd.
MSPBNA	Morgan Stanley Private Bank, National Association
MSSB LLC	Morgan Stanley Smith Barney LLC
MUFG	Mitsubishi UFJ Financial Group, Inc.

85 September 2019 Form 10-Q

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Glossary of Common Acronyms

MUMSS	Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
MWh	Megawatt hour
N/A	Not Applicable
NAV	Net asset value
N/M	Not Meaningful
Non-GAAP	Non-generally accepted accounting principles
NSFR	Net stable funding ratio, as proposed by the U.S. banking agencies
OCC	Office of the Comptroller of the Currency
OCI	Other comprehensive income (loss)
OIS	Overnight index swap
OTC	Over-the-counter
PRA	Prudential Regulation Authority
PSU	Performance-based stock unit
RMBS	Residential mortgage-backed securities
ROE	Return on average common equity
ROTCE	Return on average tangible common equity
ROU	Right-of-use
RSU	Restricted stock unit

RWA	Risk-weighted assets
SEC	U.S. Securities and Exchange Commission
SLR	Supplementary leverage ratio
S&P	Standard & Poor’s
SPE	Special purpose entity
SPOE	Single point of entry
TDR	Troubled debt restructuring
TLAC	Total loss-absorbing capacity
U.K.	United Kingdom
UPB	Unpaid principal balance
U.S.	United States of America
U.S. DOL	U.S. Department of Labor
U.S. GAAP	Accounting principles generally accepted in the United States of America
VaR	Value-at-Risk
VAT	Value-added tax
VIE	Variable interest entity
WACC	Implied weighted average cost of capital
WM	Wealth Management

September 2019 Form 10-Q 86

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Other Information

Legal Proceedings

The following development has occurred since previously reporting certain matters in the Firm’s 2018 Form 10-K and the Firm's Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2019 (the "First Quarter Form 10-Q") and the quarterly period ended June 30, 2019 (the "Second Quarter Form 10-Q"). See also the disclosures set forth under “Legal Proceedings” in the 2018 Form 10-K, First Quarter Form 10-Q and Second Quarter Form 10-Q.

Antitrust Related Matter

On August 29, 2019, the court in In re GSE Bonds Antitrust Litigation denied the Firm's motion to dismiss. The case is set for trial in May 2020.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Three Months Ended September 30, 2019

$ in millions, except per share data	Total  Number of Shares Purchased1	Average Price Paid Per Share		Total Shares  Purchased as Part of Share Repurchase Program2,3	Dollar Value of Remaining Authorized Repurchase
July	6,671,014	$	44.95	5,885,400	$	5,735
August	15,912,294	$	40.75	15,892,000	$	5,087
September	14,026,315	$	41.95	14,003,465	$	4,500
Total	36,609,623	$	41.98	35,780,865

1. Includes 828,758 shares acquired by the Firm in satisfaction of the tax withholding obligations on stock-based awards granted under the Firm’s stock-based compensation plans during the three months ended September 30, 2019.

2. Share purchases under publicly announced programs are made pursuant to open-market purchases, Rule 10b5-1 plans or privately negotiated transactions (including with employee benefit plans) as market conditions warrant and at prices the Firm deems appropriate and may be suspended at any time. On April 18, 2018, the Firm entered into a sales plan with Mitsubishi UFJ Financial Group, Inc. (“MUFG”). See Note 14 to the financial statements for further information on the sales plan.

3. The Firm’s Board of Directors has authorized the repurchase of the Firm’s outstanding stock under a share repurchase program (the “Share Repurchase Program”). The Share Repurchase Program is a program for capital management purposes that considers, among other things, business segment capital needs, as well as equity-based compensation and benefit plan requirements. The Share Repurchase Program has no set expiration or termination date.

Share repurchases by the Firm are subject to regulatory approval. On June 27, 2019, the Federal Reserve published summary results of CCAR and and the Firm received a non-objection to its 2019 Capital Plan. The Firm’s 2019 Capital Plan includes a share repurchase of up to $6.0 billion of its outstanding common stock during the period beginning July 1, 2019 through June 30, 2020. For further information, see “Liquidity and Capital Resources—Capital Plans and Stress Tests.”

Controls and Procedures

Under the supervision and with the participation of the Firm’s management, including the Chief Executive Officer and Chief Financial Officer, the Firm conducted an evaluation of the effectiveness of the Firm’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Firm's disclosure controls and procedures were effective as of the end of the period covered by this report.

No change in the Firm’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, the Firm’s internal control over financial reporting.

Exhibits

An exhibit index has been filed as part of this Report on page E-1.

87 September 2019 Form 10-Q

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Exhibit Index

Morgan Stanley

Quarter Ended September 30, 2019

Exhibit No.	Description
15	Letter of awareness from Deloitte  & Touche LLP, dated November 5, 2019, concerning unaudited interim financial information.
31.1	Rule 13a-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a) Certification of Chief Financial Officer.
32.1	Section 1350 Certification of Chief Executive Officer.
32.2	Section 1350 Certification of Chief Financial Officer.
101	Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”).
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

E- 1

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MORGAN STANLEY (Registrant)
By:	/s/ JONATHAN PRUZAN
	Jonathan Pruzan Executive Vice President and Chief Financial Officer
By:	/s/ PAUL C. WIRTH
	Paul C. Wirth Deputy Chief Financial Officer

Date: November 5, 2019

S-1