10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Commission File Number 1-11758

(Exact Name of Registrant as specified in its charter)

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

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  x    No  ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large Accelerated Filer  x	Accelerated Filer  ¨
Non-Accelerated Filer  ¨	Smaller reporting company  ¨
(Do not check if a smaller reporting company)

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

As of July 31, 2010, there were 1,396,968,554 shares of the Registrant’s Common Stock, par value $0.01 per share, outstanding.

QUARTERLY REPORT ON FORM 10-Q

For the quarter ended June 30, 2010

Table of Contents		Page
Part I—Financial Information
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Statements of Financial Condition—June 30, 2010 and December 31, 2009	1
	Condensed Consolidated Statements of Income—Three and Six Months Ended June 30, 2010 and 2009	3
	Condensed Consolidated Statements of Comprehensive Income—Three and Six Months Ended June 30, 2010 and 2009	4
	Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2010 and 2009	5
	Condensed Consolidated Statements of Changes in Total Equity—Six Months Ended June  30, 2010 and 2009	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
	Note 1.      Introduction and Basis of Presentation	8
	Note 2.      Summary of Significant Accounting Policies	10
	Note 3.      Morgan Stanley Smith Barney Holdings LLC	17
	Note 4.      Fair Value Disclosures	19
	Note 5.      Securities Available for Sale	41
	Note 6.      Collateralized Transactions	42
	Note 7.      Variable Interest Entities and Securitization Activities	43
	Note 8.      Goodwill and Net Intangible Assets	53
	Note 9.      Long-Term Borrowings	54
	Note 10.    Derivative Instruments and Hedging Activities	55
	Note 11.    Commitments, Guarantees and Contingencies	64
	Note 12.    Regulatory Requirements	68
	Note 13.    Total Equity	70
	Note 14.    Earnings per Common Share	72
	Note 15.    Interest Income and Interest Expense	73
	Note 16.    Employee Benefit Plans	74
	Note 17.    Income Taxes	74
	Note 18.    Segment and Geographic Information	75
	Note 19.    Japan Securities Joint Venture	79
	Note 20.    Discontinued Operations	80
	Note 21.    Subsequent Events	80
	Report of Independent Registered Public Accounting Firm	81
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	82
	Introduction	82
	Executive Summary	84
	Certain Factors Affecting Results of Operations, Total Equity and Earnings Per Common Share	91
	Business Segments	95
	Accounting Developments	107
	Other Matters	108
	Critical Accounting Policies	111
	Liquidity and Capital Resources	116

i

		Page
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	128
Item 4.	Controls and Procedures	139
	Financial Data Supplement (Unaudited)	140
Part II—Other Information
Item 1.	Legal Proceedings	144
Item 1A.	Risk Factors	145
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	145
Item 6.	Exhibits	146

ii

AVAILABLE INFORMATION

Morgan Stanley files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including Morgan Stanley) file electronically with the SEC. Morgan Stanley’s electronic SEC filings are available to the public at the SEC’s internet site, www.sec.gov.

Morgan Stanley’s internet site is www.morganstanley.com. You can access Morgan Stanley’s Investor Relations webpage at www.morganstanley.com/about/ir. Morgan Stanley makes available free of charge, on or through its Investor Relations webpage, its 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 (the “Exchange Act”), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Morgan Stanley also makes available, through its Investor Relations webpage, via a link to the SEC’s internet site, statements of beneficial ownership of Morgan Stanley’s equity securities filed by its directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act.

Morgan Stanley has a Corporate Governance webpage. You can access information about Morgan Stanley’s corporate governance at www.morganstanley.com/about/company/governance. Morgan Stanley posts the following on its Corporate Governance webpage:

• Amended and Restated Certificate of Incorporation;

• Amended and Restated Bylaws;

• Charters for its Audit Committee; Internal Audit Subcommittee; Compensation, Management Development and Succession Committee; Nominating and Governance Committee; and Risk Committee;

• Corporate Governance Policies;

• Policy Regarding Communication with the Board of Directors;

• Policy Regarding Director Candidates Recommended by Shareholders;

• Policy Regarding Corporate Political Contributions;

• Policy Regarding Shareholder Rights Plan;

• Code of Ethics and Business Conduct;

• Code of Conduct; and

• Integrity Hotline information.

Morgan Stanley’s Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer and Finance Director and Controller. Morgan Stanley will post any amendments to the Code of Ethics and Business Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange LLC (“NYSE”) on its internet site. 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 Morgan Stanley’s internet site is not incorporated by reference into this report.

iii

Part I—Financial Information.

Item 1. Financial Statements.

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in millions, except share data)

(unaudited)

	June 30, 2010		December 31, 2009
Assets
Cash and due from banks	$	8,770	$	6,988
Interest bearing deposits with banks		27,577		25,003
Cash deposited with clearing organizations or segregated under federal and other regulations or requirements		21,930		23,712
Financial instruments owned, at fair value (approximately $124 billion and $101 billion were pledged to various parties at June 30, 2010 and December 31, 2009, respectively):
U.S. government and agency securities		63,976		62,215
Other sovereign government obligations		29,403		25,445
Corporate and other debt ($4,010 at June 30, 2010 related to consolidated variable interest entities, generally not available to the Company)		86,546		90,454
Corporate equities		53,994		57,968
Derivative and other contracts		53,853		49,081
Investments ($1,167 at June 30, 2010 related to consolidated variable interest entities, generally not available to the Company)		9,164		9,286
Physical commodities		5,694		5,329
Total financial instruments owned, at fair value		302,630		299,778
Securities available for sale		19,367		—
Securities received as collateral, at fair value		14,781		13,656
Federal funds sold and securities purchased under agreements to resell		144,862		143,208
Securities borrowed		178,859		167,501
Receivables:
Customers		27,738		27,594
Brokers, dealers and clearing organizations		8,291		5,719
Fees, interest and other		10,454		11,164
Loans		7,764		7,259
Other investments		5,601		3,752
Premises, equipment and software costs (net of accumulated depreciation of $4,097 and $3,734 at June 30, 2010 and December 31, 2009, respectively) ($429 at June 30, 2010 related to consolidated variable interest entities, generally not available to the Company)		6,100		7,067
Goodwill		6,749		7,162
Intangible assets (net of accumulated amortization of $451 and $275 at June 30, 2010 and December 31, 2009, respectively) (includes $139 and $137 at fair value at June 30, 2010 and December 31, 2009, respectively)		4,924		5,054
Other assets ($95 at June 30, 2010 related to consolidated variable interest entities, generally not available to the Company)		13,059		16,845
Total assets	$	809,456	$	771,462

See Notes to Condensed Consolidated Financial Statements.

1

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION—(CONTINUED)

(dollars in millions, except share data)

(unaudited)

	June 30, 2010			December 31, 2009
Liabilities and Equity
Commercial paper and other short-term borrowings (includes $1,522 and $791 at fair value at June 30, 2010 and December 31, 2009, respectively)	$	3,835		$	2,378
Deposits (includes $4,487 and $4,967 at fair value at June 30, 2010 and December 31, 2009, respectively)		61,368			62,215
Financial instruments sold, not yet purchased, at fair value:
U.S. government and agency securities		21,100			20,503
Other sovereign government obligations		22,885			18,244
Corporate and other debt		8,957			7,826
Corporate equities		24,599			22,601
Derivative and other contracts		47,648			38,209
Total financial instruments sold, not yet purchased, at fair value		125,189			107,383
Obligation to return securities received as collateral, at fair value		14,781			13,656
Securities sold under agreements to repurchase		185,134			159,401
Securities loaned		26,524			26,246
Other secured financings (includes $7,493 and $8,102 at fair value at June 30, 2010 and December 31, 2009, respectively) ($2,816 at June 30, 2010 related to consolidated variable interest entities and are non-recourse to the Company)		7,735			8,102
Payables:
Customers		117,883			117,058
Brokers, dealers and clearing organizations		6,917			5,423
Interest and dividends		2,519			2,597
Other liabilities and accrued expenses		15,602			20,849
Long-term borrowings (includes $37,029 and $37,610 at fair value at June 30, 2010 and December 31, 2009, respectively)		182,810			193,374
		750,297			718,682
Commitments and contingencies
Equity
Morgan Stanley shareholders’ equity:
Preferred stock		9,597			9,597
Common stock, $0.01 par value;
Shares authorized: 3,500,000,000 at June 30, 2010 and December 31, 2009;
Shares issued: 1,487,850,163 at June 30, 2010 and December 31, 2009;
Shares outstanding: 1,397,007,417 at June 30, 2010 and 1,360,595,214 at December 31, 2009		15			15
Paid-in capital		7,649			8,619
Retained earnings		38,210			35,056
Employee stock trust		3,666			4,064
Accumulated other comprehensive loss		(354	)		(560	)
Common stock held in treasury, at cost, $0.01 par value; 90,842,746 shares at June 30, 2010 and 127,254,949 shares at December 31, 2009		(4,104	)		(6,039	)
Common stock issued to employee trust		(3,666	)		(4,064	)
Total Morgan Stanley shareholders’ equity		51,013			46,688
Non-controlling interests		8,146			6,092
Total equity		59,159			52,780
Total liabilities and equity	$	809,456		$	771,462

See Notes to Condensed Consolidated Financial Statements.

2

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except share and per share data)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010		2009
Revenues:
Investment banking	$	1,080		$	1,266		$	2,140	$	2,139
Principal transactions:
Trading		3,346			1,732			7,097		3,087
Investments		(52	)		(125	)		317		(1,275	)
Commissions		1,316			973			2,577		1,743
Asset management, distribution and administration fees		1,974			1,158			3,937		2,024
Other		134			390			427		637
Total non-interest revenues		7,798			5,394			16,495		8,355
Interest income		1,755			1,648			3,503		3,893
Interest expense		1,603			1,845			2,970		4,154
Net interest		152			(197	)		533		(261	)
Net revenues		7,950			5,197			17,028		8,094
Non-interest expenses:
Compensation and benefits		3,887			3,803			8,305		5,781
Occupancy and equipment		403			373			795		710
Brokerage, clearing and exchange fees		371			267			719		515
Information processing and communications		416			313			811		595
Marketing and business development		153			120			287		230
Professional services		497			384			892		687
Other		545			521			1,025		790
Total non-interest expenses		6,272			5,781			12,834		9,308
Income (loss) from continuing operations before income taxes		1,678			(584	)		4,194		(1,214	)
Provision for (benefit from) income taxes		217			(319	)		653		(914	)
Income (loss) from continuing operations		1,461			(265	)		3,541		(300	)
Discontinued operations:
Gain from discontinued operations		891			480			791		225
Provision for income taxes		368			182			337		82
Net income from discontinued operations		523			298			454		143
Net income (loss)		1,984			33			3,995		(157	)
Net income (loss) applicable to non-controlling interests		24			(116	)		259		(129	)
Net income (loss) applicable to Morgan Stanley	$	1,960		$	149		$	3,736	$	(28	)
Earnings (loss) applicable to Morgan Stanley common shareholders	$	1,578		$	(1,256	)	$	2,990	$	(1,834	)
Amounts applicable to Morgan Stanley:
Income (loss) from continuing operations	$	1,437		$	(138	)	$	3,282	$	(155	)
Net gain from discontinued operations		523			287			454		127
Net income (loss) applicable to Morgan Stanley	$	1,960		$	149		$	3,736	$	(28	)
Earnings (loss) per basic common share:
Income (loss) from continuing operations	$	0.84		$	(1.36	)	$	1.96	$	(1.82	)
Net gain from discontinued operations		0.36			0.26			0.31		0.11
Earnings (loss) per basic common share	$	1.20		$	(1.10	)	$	2.27	$	(1.71	)
Earnings (loss) per diluted common share:
Income (loss) from continuing operations	$	0.80		$	(1.36	)	$	1.82	$	(1.82	)
Net gain from discontinued operations		0.29			0.26			0.26		0.11
Earnings (loss) per diluted common share	$	1.09		$	(1.10	)	$	2.08	$	(1.71	)
Average common shares outstanding:
Basic		1,317,686,493			1,138,444,490			1,316,147,257		1,075,092,850
Diluted		1,748,208,948			1,138,444,490			1,687,528,753		1,075,092,850

See Notes to Condensed Consolidated Financial Statements.

3

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in millions)

(unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2010		2009			2010		2009
Net income (loss)	$	1,984	$	33		$	3,995	$	(157	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(1)		23		118			37		58
Amortization of cash flow hedges(2)		2		5			5		8
Net unrealized gain on securities available for sale(3)		107		—			87		—
Pension and postretirement related adjustments(4)		105		4			109		9
Comprehensive income (loss)	$	2,221	$	160		$	4,233	$	(82	)
Net income (loss) applicable to non-controlling interests		24		(116	)		259		(129	)
Other comprehensive (loss) income applicable to non-controlling interests		44		(3	)		32		(3	)
Comprehensive income applicable to Morgan Stanley	$	2,153	$	279		$	3,942	$	50

(1) Amounts are net of (benefit from) provision for income taxes of $(19) million and $(241) million for the quarters ended June 30, 2010 and 2009, respectively, and $70 million and $(211) million for the six months ended June 30, 2010 and 2009, respectively.

(2) Amounts are net of provision for income taxes of $2 million for the quarters ended June 30, 2010 and 2009, and $3 million and $4 million for the six months ended June 30, 2010 and 2009, respectively.

(3) Amounts are net of provision for income taxes of $90 million for the quarter ended June 30, 2010 and $76 million for the six months ended June 30, 2010.

(4) Amounts are net of provision for income taxes of $66 million and $4 million for the quarters ended June 30, 2010 and 2009, respectively, and $68 million and $8 million for the six months ended June 30, 2010 and 2009, respectively.

See Notes to Condensed Consolidated Financial Statements.

4

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

	Six Months Ended June 30,
	2010			2009
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	3,995		$	(157	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Compensation payable in common stock and options		671			627
Depreciation and amortization		1,191			363
Gain on business dispositions		(514	)		(480	)
Gain on repurchase of long-term debt		—			(487	)
Insurance reimbursement		(88	)		—
Loss on assets held for sale		951			—
Impairment charges and other-than-temporary impairment charges		27			408
Changes in assets and liabilities:
Cash deposited with clearing organizations or segregated under federal and other regulations or requirements		1,782			2,396
Financial instruments owned, net of financial instruments sold, not yet purchased		7,242			(16,344	)
Securities borrowed		(11,358	)		(19,801	)
Securities loaned		278			3,422
Receivables, loans and other assets		265			(2,462	)
Payables and other liabilities		858			(9,586	)
Federal funds sold and securities purchased under agreements to resell		(1,654	)		910
Securities sold under agreements to repurchase		25,733			(278	)
Net cash provided by (used for) operating activities		29,379			(41,469	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net (payments for) proceeds from:
Premises, equipment and software costs		(436	)		(1,879	)
Business acquisitions, net of cash acquired		(1,028	)		(1,860	)
Business dispositions, net of cash disposed		800			565
MUFG transaction		283			—
Purchases of securities available for sale		(19,233	)		—
Net cash used for investing activities		(19,614	)		(3,174	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from (payments for):
Short-term borrowings		1,457			(7,072	)
Derivatives financing activities		(64	)		(71	)
Other secured financings		(367	)		(2,391	)
Deposits		(847	)		11,027
Excess tax benefits associated with stock-based awards		3			11
Net proceeds from:
Morgan Stanley public offerings of common stock		—			6,212
Issuance of common stock		2			29
Issuance of long-term borrowings		13,757			28,805
Payments for:
Long-term borrowings		(17,570	)		(24,675	)
Redemption of Series D Preferred stock		—			(10,000	)
Repurchases of common stock for employee tax withholding		(275	)		(19	)
Cash dividends		(582	)		(1,078	)
Net cash (used for) provided by financing activities		(4,486	)		778
Effect of exchange rate changes on cash and cash equivalents		(923	)		201
Net increase (decrease) in cash and cash equivalents		4,356			(43,664	)
Cash and cash equivalents, at beginning of period		31,991			78,670
Cash and cash equivalents, at end of period	$	36,347		$	35,006
Cash and cash equivalents include:
Cash and due from banks	$	8,770		$	9,184
Interest bearing deposits with banks		27,577			25,822
Cash and cash equivalents, at end of period	$	36,347		$	35,006

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash payments for interest were $3,302 million and $4,631 million for the six months ended June 30, 2010 and 2009, respectively.

Cash payments for income taxes were $236 million and $182 million for the six months ended June 30, 2010 and 2009, respectively.

See Notes to Condensed Consolidated Financial Statements.

5

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY

Six Months Ended June 30, 2010

(dollars in millions)

(unaudited)

	Preferred Stock		Common Stock		Paid-in Capital			Retained Earnings			Employee Stock Trust			Accumulated Other Comprehensive Income (Loss)			Common Stock Held in Treasury at Cost			Common Stock Issued to Employee Trust			Non- controlling Interests			Total Equity
BALANCE AT DECEMBER 31, 2009	$	9,597	$	15	$	8,619		$	35,056		$	4,064		$	(560	)	$	(6,039	)	$	(4,064	)	$	6,092		$	52,780
Net income		—		—		—			3,736			—			—			—			—			259			3,995
Dividends		—		—		—			(582	)		—			—			—			—			—			(582	)
Shares issued under employee plans and related tax effects		—		—		(1,687	)		—			(398	)		—			2,210			398			—			523
Repurchases of common stock		—		—		—			—			—			—			(275	)		—			—			(275	)
Net change in cash flow hedges		—		—		—			—			—			5			—			—			—			5
Pension and postretirement adjustments		—		—		—			—			—			109			—			—			—			109
Foreign currency translation adjustments		—		—		—			—			—			5			—			—			32			37
Gain on MUFG transaction		—		—		717			—			—			—			—			—			—			717
Change in net unrealized gain (loss) on securities available for sale		—		—		—			—			—			87			—			—			—			87
Increases in non-controlling interest related to MUFG transaction		—		—		—			—			—			—			—			—			1,130			1,130
Increases for issuances of shares by a subsidiary of the Company		—		—		—			—			—			—			—			—			51			51
Increases for the sale of a subsidiary’s shares by the Company		—		—		—			—			—			—			—			—			62			62
Increase in non-controlling interests related to the consolidation of certain real estate partnerships sponsored by the Company		—		—		—			—			—			—			—			—			468			468
Decrease in non-controlling interests related to dividends of non-controlling interests		—		—		—			—			—			—			—			—			(14	)		(14	)
Other increases in non-controlling interests		—		—		—			—			—			—			—			—			66			66
BALANCE AT JUNE 30, 2010	$	9,597	$	15	$	7,649		$	38,210		$	3,666		$	(354	)	$	(4,104	)	$	(3,666	)	$	8,146		$	59,159

See Notes to Condensed Consolidated Financial Statements.

6

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY—(Continued)

Six Months Ended June 30, 2009

(dollars in millions)

(unaudited)

	Preferred Stock			Common Stock		Paid-in Capital		Retained Earnings			Employee Stock Trust			Accumulated Other Comprehensive Income (Loss)			Common Stock Held in Treasury at Cost			Common Stock Issued to Employee Trust			Non- controlling Interest			Total Equity
BALANCE AT DECEMBER 31, 2008	$	19,168		$	12	$	459	$	36,154		$	4,312		$	(420	)	$	(6,620	)	$	(4,312	)	$	703		$	49,456
Net income (loss)		—			—		—		(28	)		—			—			—			—			(129	)		(157	)
Dividends		—			—		—		(747	)		—			—			—			—			(11	)		(758	)
Shares issued under employee plans and related tax effects		—			—		130		—			(149	)		—			496			149			—			626
Repurchases of common stock		—			—		—		—			—			—			(19	)		—			—			(19	)
Morgan Stanley public offerings of common stock		—			3		6,209		—			—			—			—			—			—			6,212
Preferred stock extinguished and exchanged for common stock		(503	)		—		705		(202	)		—			—			—			—			—			—
Repurchase of Series D preferred stock		(9,068	)		—		—		(932	)		—			—			—			—			—			(10,000	)
Gain on MSSB transaction		—			—		1,711		—			—			—			—			—			—			1,711
Net change in cash flow hedges		—			—		—		—			—			8			—			—			—			8
Pension and other postretirement adjustments.		—			—		—		—			—			9			—			—			—			9
Foreign currency translation adjustments		—			—		—		—			—			61			—			—			(3	)		58
Increases in non-controlling interests related to MSSB transaction		—			—		—		—			—			—			—			—			4,533			4,533
Decreases in non-controlling interests related to disposition of a subsidiary		—			—		—		—			—			—			—			—			(229	)		(229	)
Other increases in non-controlling interests		—			—		—		—			—			—			—			—			13			13
BALANCE AT JUNE 30, 2009	$	9,597		$	15	$	9,214	$	34,245		$	4,163		$	(342	)	$	(6,143	)	$	(4,163	)	$	4,877		$	51,463

See Notes to Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Introduction and Basis of Presentation.

The Company.    Morgan Stanley (or the “Company”), a financial holding company, is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Global Wealth Management Group and Asset Management.

A summary of the activities of each of the Company’s business segments is as follows:

Institutional Securities includes capital raising; financial advisory services, including advice on mergers and acquisitions, restructurings, real estate and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities.

Global Wealth Management Group, which includes the Company’s 51% interest in Morgan Stanley Smith Barney Holdings LLC (“MSSB”) (see Note 3), provides brokerage and investment advisory services to individual investors and small-to-medium sized businesses and institutions covering various investment alternatives; financial and wealth planning services; annuity and other insurance products; credit and other lending products; cash management services; retirement services; and trust and fiduciary services.

Asset Management provides global asset management products and services in equity, fixed income, alternative investments, which includes hedge funds and funds of funds, and merchant banking, which includes real estate, private equity and infrastructure, to institutional and retail clients through proprietary and third-party distribution channels (see “Discontinued Operations—Retail Asset Management Business” herein). Asset Management also engages in investment activities.

Discontinued Operations.

Retail Asset Management Business.    On June 1, 2010, the Company completed the sale of substantially all of its retail asset management business (“Retail Asset Management”), including Van Kampen Investments, Inc., to Invesco Ltd. (“Invesco”). Further to a revised definitive agreement dated May 28, 2010, the Company received $800 million in cash and approximately 30.9 million shares of Invesco stock upon sale, resulting in a cumulative after-tax gain of $673 million, of which $514 million was recorded in the quarter ended June 30, 2010. The remaining gain of $159 million, representing tax basis benefits, was recorded primarily in the quarter ended December 31, 2009. The results of Retail Asset Management are reported as discontinued operations within the Asset Management business segment for all periods presented.

The Company recorded the 30.9 million shares, representing approximately a 7% non-controlling interest in Invesco, as securities available for sale (see Note 5 for further information.)

Revel Entertainment Group, LLC.    On March 31, 2010, the Board of Directors authorized a plan of disposal by sale for Revel Entertainment Group, LLC (“Revel”), a development stage enterprise and subsidiary of the Company that is primarily associated with a development property in Atlantic City, New Jersey. Total assets of Revel included in the Company’s condensed consolidated statement of financial condition at June 30, 2010 approximated $240 million. The results of Revel are reported as discontinued operations for all periods presented within the Institutional Securities business segment. The six months ended June 30, 2010 includes a loss of approximately $951 million in connection with such planned disposition.

MSCI Inc.    In May 2009, the Company divested all of its remaining ownership interest in MSCI Inc. (“MSCI”). The results of MSCI are reported as discontinued operations through the date of sale within the Institutional Securities business segment.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Crescent.    Discontinued operations for the three and six months ended June 30, 2009 included operating results related to Crescent Real Estate Equities Limited Partnership (“Crescent”), a former real estate subsidiary of the Company. The Company completed the disposition of Crescent in the fourth quarter of 2009, whereby the Company transferred its ownership interest in Crescent to Crescent’s primary creditor in exchange for full release of liability on the related loans. The results of Crescent are reported as discontinued operations within the Asset Management business segment.

Discover.    On June 30, 2007, the Company completed the spin-off of its business segment Discover Financial Services (“DFS”) to its shareholders. On February 11, 2010, DFS paid the Company $775 million in complete satisfaction of its obligations to the Company regarding the sharing of proceeds from the lawsuit against Visa and MasterCard. The payment was recorded as a gain in discontinued operations for the six months ended June 30, 2010.

See Note 20 for additional information on discontinued operations.

Basis of Financial Information.    The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require the Company to make estimates and assumptions regarding the valuations of certain financial instruments, the valuation of goodwill, compensation, the outcome of litigation and tax matters and other matters that affect the condensed consolidated financial statements and related disclosures. The Company believes that the estimates utilized in the preparation of the condensed consolidated financial statements are prudent and reasonable. Actual results could differ materially from these estimates.

Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation.

All material intercompany balances and transactions have been eliminated.

The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “Form 10-K”). The condensed consolidated financial statements reflect all adjustments 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 condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and other entities in which the Company has a controlling financial interest, including certain variable interest entities (“VIEs”) (see Note 7). The Company adopted accounting guidance for non-controlling interests on January 1, 2009. Accordingly, for consolidated subsidiaries that are less than wholly owned, the third-party holdings of equity interests are referred to as non-controlling interests. The portion of net income attributable to non-controlling interests for such subsidiaries is presented as Net income (loss) applicable to non-controlling interests on the condensed consolidated statements of income, and the portion of the shareholders’ equity of such subsidiaries is presented as Non-controlling interests in the condensed consolidated statements of financial condition and condensed consolidated statements of changes in total equity.

For entities where (1) the total equity investment at risk is sufficient to enable the entity to finance its activities without additional support and (2) the equity holders bear the economic residual risks and returns of the entity and have the power to direct the activities of the entity that most significantly affect its economic performance, the Company consolidates those entities it controls either through a majority voting interest or otherwise. For

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

entities that do not meet these criteria, commonly known as VIEs, the Company consolidates those entities where the Company has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, except for certain VIEs that are money market funds, investment companies or are entities qualifying for accounting purposes as investment companies. Generally the Company consolidates those entities when it absorbs a majority of the expected losses or a majority of the expected residual returns, or both, of the entities.

Notwithstanding the above, under accounting guidance prior to January 1, 2010, certain securitization vehicles, commonly known as qualifying special purpose entities (“QSPEs”), were not consolidated by the Company if they met certain criteria regarding the types of assets and derivatives they could hold and the range of discretion they could exercise in connection with the assets they held. These entities are now subject to the consolidation requirements for VIEs.

For investments in entities in which the Company does not have a controlling financial interest but has significant influence over operating and financial decisions, the Company generally applies the equity method of accounting with net gains and losses recorded within Other revenues. Where the Company has elected to measure certain eligible investments at fair value in accordance with the fair value option, net gains and losses are recorded within Principal transactions—Investments (see Note 4).

Equity and partnership interests held by entities qualifying for accounting purposes as investment companies are carried at fair value.

The Company’s significant regulated U.S. and international subsidiaries include Morgan Stanley & Co. Incorporated (“MS&Co.”), Morgan Stanley Smith Barney LLC, Morgan Stanley & Co. International plc (“MSIP”), Morgan Stanley MUFG Securities, Co., Ltd. (“MSMS”), Morgan Stanley Bank, N.A. and Morgan Stanley Investment Advisors Inc.

Income Statement Presentation.    The Company, 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. In connection with the delivery of the various products and services to clients, the Company manages its revenues and related expenses in the aggregate. As such, when assessing the performance of its businesses, the Company considers its principal trading, investment banking, commissions, and interest income, along with the associated interest expense, as one integrated activity for each of the Company’s separate businesses.

Effective January 1, 2010, the Company reclassified dividend income associated with trading and investing activities to Principal transactions—Trading or Principal transactions—Investments depending upon the business activity. Previously, these amounts were included in Interest and dividends on the condensed consolidated statements of income. These reclassifications were made in connection with the Company’s conversion to a financial holding company. Prior periods have been adjusted to conform to the current presentation.

2. Summary of Significant Accounting Policies.

Revenue Recognition.

Investment Banking.    Underwriting revenues and advisory fees from mergers, acquisitions and restructuring transactions are recorded when services for the transactions are determined to be substantially completed, generally as set forth under the terms of the engagement. Transaction-related expenses, primarily consisting of

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

legal, travel and other costs directly associated with the transaction, are deferred and recognized in the same period as the related investment banking transaction revenue. Underwriting revenues are presented net of related expenses. Non-reimbursed expenses associated with advisory transactions are recorded within Non-interest expenses.

Commissions.    The Company generates commissions from executing and clearing customer transactions on stock, options and futures markets. Commission revenues are recognized in the accounts on trade date.

Asset Management, Distribution and Administration Fees.    Asset management, distribution and administration fees are recognized over the relevant contract period. Sales commissions paid by the Company in connection with the sale of certain classes of shares of its open-end mutual fund products are accounted for as deferred commission assets. The Company periodically tests the deferred commission assets for recoverability based on cash flows expected to be received in future periods. In certain management fee arrangements, the Company is entitled to receive performance-based fees (also referred to as incentive fees) when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, performance fee revenue is accrued (or reversed) quarterly based on measuring account/fund performance to date versus the performance benchmark stated in the investment management agreement. Performance-based fees are recorded within Principal transactions—investments or Asset management, distribution and administration fees depending on the nature of the arrangement. The amount of performance-based fee revenue at risk of reversing if fund performance falls below stated investment management agreement benchmarks was approximately $140 million at June 30, 2010 and approximately $122 million at December 31, 2009.

Principal Transactions.    See “Financial Instruments and Fair Value” below for principal transactions revenue recognition discussions.

Financial Instruments and Fair Value.

A significant portion of the Company’s financial instruments is carried at fair value with changes in fair value recognized in earnings each period. A description of the Company’s policies regarding fair value measurement and its application to these financial instruments follows.

Financial Instruments Measured at Fair Value.    All of the instruments within Financial instruments owned and Financial instruments sold, not yet purchased, are measured at fair value, either through the fair value option election (discussed below) or as required by other accounting guidance. These financial instruments primarily represent the Company’s trading and investment activities and include both cash and derivative products. In addition, certain debt and equity securities classified as Securities available for sale are measured at fair value in accordance with accounting guidance for certain investments in debt and equity securities. Furthermore, Securities received as collateral and Obligation to return securities received as collateral are measured at fair value as required by other accounting guidance. Additionally, certain Commercial paper and other short-term borrowings (primarily structured notes), certain Deposits, Other secured financings and certain Long-term borrowings (primarily structured notes and certain junior subordinated debentures) are measured at fair value through the fair value option election.

Gains and losses on all of these instruments carried at fair value are reflected in Principal transactions—Trading revenues, Principal transactions—Investment revenues or Investment banking revenues in the condensed consolidated statements of income, except for Securities available for sale (see “Securities Available for Sale” section herein and Note 5) and derivatives accounted for as hedges (see “Hedge Accounting” section herein and Note 10). Interest income and expense are recorded within the condensed consolidated statements of income depending on the nature of the instrument and related market conventions. When interest is included as a

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

component of the instruments’ fair value, interest is included within Principal transactions—Trading or Principal transactions—Investments. Otherwise, it is included within Interest income or Interest expense. Dividend income is recorded in Principal transactions—Trading or Principal transactions—Investments depending on the business activity. The fair value of over-the-counter (“OTC”) financial instruments, including derivative contracts related to financial instruments and commodities, is presented in the accompanying condensed consolidated statements of financial condition on a net-by-counterparty basis, when appropriate. Additionally, the Company nets fair value of cash collateral paid or received against fair value amounts recognized for net derivative positions executed with the same counterparty under the same master netting arrangement.

Fair Value Option.    The fair value option permits the irrevocable fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company applies the fair value option for eligible instruments, including certain loans and lending commitments, certain equity method investments, certain structured notes, certain junior subordinated debentures, certain time deposits and certain other secured financings.

Fair Value Measurement—Definition and Hierarchy.    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches and establishes a hierarchy for inputs used in measuring fair value that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions other market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows:

• Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

• Level 2—Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

• Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

The Company considers prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3 (see Note 4). In addition, a downturn in market conditions could lead to further declines in the valuation of many instruments.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Valuation Techniques.    Many cash and OTC contracts have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that a party is willing to pay for an asset. Ask prices represent the lowest price that a party is willing to accept for an asset. For financial instruments whose inputs are based on bid-ask prices, the Company does not require that the fair value estimate always be a predetermined point in the bid-ask range. The Company’s policy is to allow for mid-market pricing and adjusting to the point within the bid-ask range that meets the Company’s best estimate of fair value. For offsetting positions in the same financial instrument, the same price within the bid-ask spread is used to measure both the long and short positions.

Fair value for many cash and OTC contracts is derived using pricing models. Pricing models take into account the contract terms (including maturity) as well as multiple inputs, including, where applicable, commodity prices, equity prices, interest rate yield curves, credit curves, correlation, creditworthiness of the counterparty, option volatility and currency rates. Where appropriate, valuation adjustments are made to account for various factors such as liquidity risk (bid-ask adjustments), credit quality and model uncertainty. Adjustments for liquidity risk adjust model derived mid-market levels of Level 2 and Level 3 financial instruments for the bid-mid or mid-ask spread required to properly reflect the exit price of a risk position. Bid-mid and mid-ask spreads are marked to levels observed in trade activity, broker quotes or other external third-party data. Where these spreads are unobservable for the particular position in question, spreads are derived from observable levels of similar positions. The Company applies credit-related valuation adjustments to its short-term and long-term borrowings (including structured notes and junior subordinated debentures) for which the fair value option was elected and to OTC derivatives. The Company considers the impact of changes in its own credit spreads based upon observations of the Company’s secondary bond market spreads when measuring fair value for short-term and long-term borrowings. For OTC derivatives, the impact of changes in both the Company’s and the counterparty’s credit standing is considered when measuring fair value. In determining the expected exposure, the Company simulates the distribution of the future exposure to a counterparty, then applies market-based default probabilities to the future exposure, leveraging external third-party credit default swap (“CDS”) spread data. Where CDS spread data is unavailable for a specific counterparty, bond market spreads, CDS spread data based on the counterparty’s credit rating or CDS spread data that references a comparable counterparty may be utilized. The Company also considers collateral held and legally enforceable master netting agreements that mitigate the Company’s exposure to each counterparty. Adjustments for model uncertainty are taken for positions whose underlying models are reliant on significant inputs that are neither directly nor indirectly observable, hence requiring reliance on established theoretical concepts in their derivation. These adjustments are derived by making assessments of the possible degree of variability using statistical approaches and market-based information where possible. The Company generally subjects all valuations and models to a review process initially and on a periodic basis thereafter.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.

See Note 4 for a description of valuation techniques applied to the major categories of financial instruments measured at fair value.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis.    Certain of the Company’s assets are measured at fair value on a non-recurring basis. The Company incurs losses or gains for any adjustments of these assets to fair value. A downturn in market conditions could result in impairment charges in future periods.

For assets and liabilities measured at fair value on a non-recurring basis, fair value is determined by using various valuation approaches. The same hierarchy as described above, which maximizes the use of observable inputs and minimizes the use of unobservable inputs by generally requiring that the observable inputs be used when available, is used in measuring fair value for these items.

For further information on financial assets and liabilities that are measured at fair value on a recurring and non-recurring basis, see Note 4.

Hedge Accounting.

The Company applies hedge accounting using various derivative financial instruments and non-U.S. dollar-denominated debt to hedge interest rate and foreign exchange risk arising from assets and liabilities not held at fair value as part of asset/liability and currency management. These derivative financial instruments are included within Financial instruments owned—Derivative and other contracts or Financial instruments sold, not yet purchased—Derivative and other contracts in the condensed consolidated statements of financial condition.

The Company’s hedges are designated and qualify for accounting purposes as one of the following types of hedges: hedges of changes in fair value of assets and liabilities due to the risk being hedged (fair value hedges), and hedges of net investments in foreign operations whose functional currency is different from the reporting currency of the parent company (net investment hedges).

For further information on derivative instruments and hedging activities, see Note 10.

Condensed Consolidated Statements of Cash Flows.

For purposes of the condensed consolidated statements of cash flows, cash and cash equivalents consist of Cash and due from banks and Interest bearing deposits with banks, which are highly liquid investments with original maturities of three months or less and readily convertible to known amounts of cash. The Company’s significant non-cash activities include assets acquired of approximately $0.4 billion and assumed liabilities of approximately $0.1 billion in connection with a business acquisition and approximately $0.6 billion of equity securities received in connection with the sale of Retail Asset Management, in the six months ended June 30, 2010. The Company’s significant non-cash activities include assets acquired of $10.5 billion and assumed liabilities of $3.2 billion, in connection with business acquisitions in the six months ended June 30, 2009.

Repurchase and Securities Lending Transactions.

Securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase are treated as collateralized financings. Securities purchased under agreements to resell (“reverse repurchase agreements”) and Securities sold under agreements to repurchase (“repurchase agreements”) are carried on the condensed consolidated statements of financial condition at the amounts at which the securities will be subsequently sold or repurchased, plus accrued interest. Where appropriate, transactions with the same counterparty are reported on a net basis. Securities borrowed and securities loaned are recorded at the amount of cash collateral advanced or received.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Securitization Activities.

The Company engages in securitization activities related to commercial and residential mortgage loans, corporate bonds and loans, U.S. agency collateralized mortgage obligations and other types of financial assets (see Note 7). Such transfers of financial assets are generally accounted for as sales when the Company has relinquished control over the transferred assets and does not consolidate the transferee. The gain or loss on sale of such financial assets depends, in part, on the previous carrying amount of the assets involved in the transfer (generally at fair value) and the sum of the proceeds and the fair value of the retained interests at the date of sale. Transfers that are not accounted for as sales are treated as secured financings (“failed sales”).

Earnings per Common Share.

Basic earnings per common share (“EPS”) is computed by dividing income available to Morgan Stanley common shareholders by the weighted average number of common shares outstanding for the period. Income available to Morgan Stanley common shareholders represents net income applicable to Morgan Stanley reduced by preferred stock dividends, amortization and the acceleration of discounts on preferred stock issued and allocations of earnings to participating securities. Common shares outstanding include common stock and vested restricted stock unit awards where recipients have satisfied either the explicit vesting terms or retirement eligibility requirements. Diluted EPS reflects the assumed conversion of all dilutive securities.

Effective October 13, 2008, as a result of an adjustment to Equity Units sold to a wholly owned subsidiary of China Investment Corporation Ltd. (“CIC”), the Company calculates EPS in accordance with the accounting guidance for determining EPS for participating securities. The accounting guidance for participating securities and the two-class method of calculating EPS addresses the computation of EPS by companies that have issued securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the company along with common shareholders according to a predetermined formula. The two-class method requires the Company to present EPS as if all of the earnings for the period are distributed to Morgan Stanley common shareholders and any participating securities, regardless of whether any actual dividends or distributions are made. The amount allocated to the participating securities is based upon the contractual terms of their respective contract and is reflected as a reduction to “Net income applicable to Morgan Stanley common shareholders” for both the Company’s basic and diluted EPS calculations (see Note 14). The two-class method does not impact the Company’s actual net income applicable to Morgan Stanley or other financial results. Unless contractually required by the terms of the participating securities, no losses are allocated to participating securities for purposes of the EPS calculation under the two-class method.

Due to the ability to redeem the junior subordinated debentures underlying the Equity Units as described in Note 21, the Equity Units are included in the diluted EPS calculation using the more dilutive of the two-class method or if-converted method for the quarter ended June 30, 2010. The same methodology will be used prospectively through the remaining life of the Equity Units.

Under current accounting guidance, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method described above. Share-based payment awards that pay dividend equivalents subject to vesting are not deemed participating securities and are included in diluted shares outstanding (if dilutive) under the treasury stock method.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Goodwill and Intangible Assets.

Goodwill and indefinite-lived intangible assets are not amortized and are reviewed annually (or more frequently when certain events or circumstances exist) for impairment. Other intangible assets are amortized over their estimated useful lives and reviewed for impairment.

Deferred Compensation Arrangements.

Deferred Compensation Plans.    The Company maintains various deferred compensation plans for the benefit of certain employees that provide a return to the participating employees based upon the performance of various referenced investments. The Company often invests directly, as a principal, in such referenced investments related to its obligations to perform under the deferred compensation plans. Changes in value of such investments made by the Company are recorded primarily in Principal transactions—Investments. Expenses associated with the related deferred compensation plans are recorded in Compensation and benefits.

Employee Loans.

At June 30, 2010 and December 31, 2009, the Company had $5.8 billion and $3.5 billion, respectively, of loans outstanding primarily to certain MSSB employees that are included in Receivables—Fees, interest and other on the condensed consolidated statements of financial condition. These loans are full-recourse, require periodic payments and have repayment terms ranging from 4 to 12 years.

Securities Available for Sale (“AFS”).

During the quarter ended March 31, 2010, the Company established a portfolio of debt securities that are classified as securities available for sale. During the quarter ended June 30, 2010, the Company classified certain marketable equity securities received in connection with the Company’s sale of Retail Asset Management as AFS securities (see Note 1). AFS securities are reported at fair value in the condensed consolidated statement of financial condition with unrealized gains and losses reported in Accumulated other comprehensive income (loss), net of tax. Interest and dividend income, including amortization of premiums and accretion of discounts, is included in Interest income in the condensed consolidated statement of income. Realized gains and losses on AFS securities are reported in earnings (see Note 5). The Company utilizes the “first-in, first-out” method as the basis for determining the cost of AFS securities.

Other-than-temporary impairment.    AFS securities in unrealized loss positions resulting from the current fair value of a security being less than amortized cost, are analyzed as part of the Company’s ongoing assessment of other-than-temporary impairment (“OTTI”).

For AFS debt securities, the Company incurs a loss in the condensed consolidated statement of income for the OTTI if the Company has the intent to sell the security or it is more likely than not the Company will be required to sell the security before recovery of its amortized cost basis as of the reporting date. For those debt securities the Company does not expect to sell or expect to be required to sell, the Company must evaluate whether it expects to recover the entire amortized cost basis of the debt security. In the event of a credit loss, only the amount of impairment associated with the credit loss is recognized in income. Unrealized losses relating to factors other than credit are recorded in Accumulated other comprehensive income (loss), net of tax.

For AFS equity securities, the Company considers various factors including the intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost in evaluating whether an OTTI exists. When the Company lacks that intent and ability, the equity security is considered other-than-temporarily impaired and the security will be written down to fair value, with the full difference between fair value and amortized cost recognized in earnings.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounting Developments.

Transfers of Financial Assets and Extinguishments of Liabilities and Consolidation of Variable Interest Entities.    In June 2009, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance which changed the way entities account for securitizations and special-purpose entities. The accounting guidance amended the accounting for transfers of financial assets and requires additional disclosures about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risks related to transferred financial assets. It eliminated the concept of a QSPE and changed the requirements for derecognizing financial assets.

The accounting guidance also amended the accounting for consolidation and changed how a reporting entity determines when a VIE that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate a VIE is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. In February 2010, the FASB finalized a deferral of these accounting changes, effective January 1, 2010, for certain interests in money market funds, investment companies or in entities qualifying for accounting purposes as investment companies (the “Deferral”). The Company will continue to analyze consolidation under other existing authoritative guidance for entities subject to the Deferral. The adoption of the accounting guidance on January 1, 2010 did not have a material impact on the Company’s condensed consolidated statement of financial condition.

3. Morgan Stanley Smith Barney Holdings LLC.

Smith Barney.    On May 31, 2009, the Company and Citigroup Inc. (“Citi”) consummated the combination of the Company’s Global Wealth Management Group and the businesses of Citi’s Smith Barney in the U.S., Quilter Holdings Ltd in the U.K., and Smith Barney Australia (“Smith Barney”). In addition to the Company’s contribution of respective businesses to MSSB, the Company paid Citi $2,755 million in cash. The combined businesses operate as Morgan Stanley Smith Barney. Pursuant to the terms of the amended contribution agreement, dated at May 29, 2009, certain businesses of Smith Barney and Morgan Stanley will be contributed to MSSB subsequent to May 31, 2009 (the “delayed contribution businesses”). Morgan Stanley and Citi will each own their delayed contribution businesses until they are transferred to MSSB and gains and losses from such businesses will be allocated to the Company’s and Citi’s respective share of MSSB’s gains and losses. The Company owns 51% and Citi owns 49% of MSSB.

At May 31, 2009, the Company included MSSB in its condensed consolidated financial statements. The results of MSSB are included within the Global Wealth Management Group business segment. See Note 3 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K for further information on Smith Barney.

Citi Managed Futures.    Citi contributed its managed futures business and certain related proprietary trading positions to MSSB on July 31, 2009 (“Citi Managed Futures”). The Company paid Citi approximately $300 million in cash in connection with this transfer. At July 31, 2009, Citi Managed Futures was wholly-owned and consolidated by MSSB, of which the Company owns 51% and Citi owns 49%.

See Note 3 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K for further information on Citi Managed Futures.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pro forma condensed combined financial information

The following unaudited pro forma condensed combined financial information presents the results of operations of the Company as they may have appeared if the closing of MSSB and Citi Managed Futures had been completed on January 1, 2009 (dollars in millions, except share data).

	Three Months Ended June  30, 2009			Six Months Ended June 30, 2009
	(unaudited)
Net revenues	$	6,317		$	10,900
Total non-interest expenses		6,641			11,758
Loss from continuing operations before income taxes		(324	)		(858	)
Benefit from income taxes		(267	)		(847	)
Loss from continuing operations		(57	)		(11	)
Discontinued operations:
Gain from discontinued operations		480			225
Provision for income taxes		182			82
Gain on discontinued operations		298			143
Net income	$	241		$	132
Net income applicable to non-controlling interests		11			45
Net income applicable to Morgan Stanley	$	230		$	87
Loss applicable to Morgan Stanley common shareholders	$	(1,175	)	$	(1,719	)
(Loss) earnings per basic common share:
Loss from continuing operations	$	(1.29	)	$	(1.71	)
Gain on discontinued operations		0.26			0.11
Loss per basic common share	$	(1.03	)	$	(1.60	)
(Loss) earnings per diluted common share:
Loss from continuing operations	$	(1.29	)	$	(1.71	)
Gain on discontinued operations		0.26			0.11
Loss per diluted common share	$	(1.03	)	$	(1.60	)

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the actual financial results of the Company had the closing of Smith Barney and Citi Managed Futures been completed on January 1, 2009, nor is it indicative of the results of operations in future periods. Included in the unaudited pro forma combined financial information for the quarter and six months ended June 30, 2009 were pro forma adjustments to reflect the results of operations of Smith Barney and Citi Managed Futures as well as the impact of amortizing certain purchase accounting adjustments such as amortizable intangible assets. The pro forma condensed financial information does not indicate the impact of possible business model changes nor does it consider any potential impacts of market conditions, expense efficiencies or other factors.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4. Fair Value Disclosures.

Fair Value Measurements.

A description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis follows.

Financial Instruments Owned and Financial Instruments Sold, Not Yet Purchased

U.S. Government and Agency Securities

• U.S. Treasury Securities.    U.S. treasury securities are valued using quoted market prices. Valuation adjustments are not applied. Accordingly, U.S. treasury securities are generally categorized in Level 1 of the fair value hierarchy.

• U.S. Agency Securities.    U.S. agency securities are comprised of two main categories consisting of agency issued debt and mortgage pass-throughs. Non-callable agency issued debt securities are generally valued using quoted market prices. Callable agency issued debt securities are valued by benchmarking model-derived prices to quoted market prices and trade data for identical or comparable securities. Mortgage pass-throughs include mortgage pass-throughs and forward settling mortgage pools. The fair value of mortgage pass-throughs is model driven based on spreads of the comparable To-be-announced (“TBA”) security. Actively traded non-callable agency issued debt securities are categorized in Level 1 of the fair value hierarchy. Callable agency issued debt securities and mortgage pass-throughs are generally categorized in Level 2 of the fair value hierarchy.

Other Sovereign Government Obligations

• Foreign sovereign government obligations are valued using quoted prices in active markets when available. To the extent quoted prices are not available, fair value is determined based on a valuation model that has as inputs interest rate yield curves, cross-currency basis index spreads, and country credit spreads for structures similar to the bond in terms of issuer, maturity and seniority. These bonds are generally categorized in Level 1 or Level 2 of the fair value hierarchy.

Corporate and Other Debt

• State and Municipal Securities.    The fair value of state and municipal securities is estimated using recently executed transactions, market price quotations and pricing models that factor in, where applicable, interest rates, bond or credit default swap spreads and volatility. These bonds are generally categorized in Level 2 of the fair value hierarchy.

• Residential Mortgage-Backed Securities (“RMBS”), Commercial Mortgage-Backed Securities (“CMBS”), and other Asset-Backed Securities (“ABS”).    RMBS, CMBS and other ABS may be valued based on price or spread data obtained from observed transactions or independent external parties such as vendors or brokers. When position-specific external price data are not observable, the fair value determination may require benchmarking to similar instruments and/or analyzing expected credit losses, default and recovery rates. In evaluating the fair value of each security, the Company considers security collateral-specific attributes including payment priority, credit enhancement levels, type of collateral, delinquency rates and loss severity among other factors. In addition for RMBS borrowers, FICO scores and the level of documentation for the loan are also considered. Market standard models, such as Intex, Trepp or others, may be deployed to model the specific collateral compositions and cash flow structure of each deal. Key inputs to these models are market spreads, forecasted credit losses, default and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

prepayments rates for each asset category. Valuation levels of RMBS and CMBS indices are also used as an additional data point for benchmarking purposes or to price outright index positions.

RMBS, CMBS and other ABS are categorized in Level 3 if external prices or significant spread inputs are unobservable or if the comparability assessment involves significant subjectivity related to property type differences, cash flows, performance and other inputs; otherwise, they are categorized in Level 2 of the fair value hierarchy.

• Corporate Bonds.    The fair value of corporate bonds is estimated using recently executed transactions, market price quotations (where observable), bond spreads or credit default swap spreads obtained from independent external parties such as vendors and brokers adjusted for any basis difference between cash and derivative instruments. The spread data used are for the same maturity as the bond. If the spread data do not reference the issuer, then data that reference a comparable issuer are used. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond or single name credit default swap spreads and recovery rates as significant inputs. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy; in instances where prices, spreads or any of the other aforementioned key inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy.

• Collateralized Debt Obligations (“CDOs”).    The Company holds cash CDOs that typically reference a tranche of an underlying synthetic portfolio of single name credit default swaps. The collateral is usually ABS or other corporate bonds. Credit correlation, a primary input used to determine the fair value of a cash CDO, is usually unobservable and derived using a benchmarking technique. The other model inputs such as credit spreads, including collateral spreads, and interest rates are typically observable. CDOs are categorized in Level 2 of the fair value hierarchy when the credit correlation input is insignificant. In instances where the credit correlation input is deemed to be significant, these instruments are categorized in Level 3 of the fair value hierarchy.

• Corporate Loans and Lending Commitments.    The fair value of corporate loans is estimated using recently executed transactions, market price quotations (where observable), implied yields from comparable debt, and market observable credit default swap spread levels obtained from independent external parties such as vendors and brokers adjusted for any basis difference between cash and derivative instruments, along with proprietary valuation models and default recovery analysis where such transactions and quotations are unobservable. The fair value of contingent corporate lending commitments is estimated by using executed transactions on comparable loans and the anticipated market price based on pricing indications from syndicate banks and customers. The valuation of these commitments also takes into account certain fee income. Corporate loans and lending commitments are generally categorized in Level 2 of the fair value hierarchy; in instances where prices or significant spread inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy.

• Mortgage Loans.    Mortgage loans are valued using prices based on transactional data for identical or comparable instruments. Where observable prices are not available, the Company estimates fair value based on benchmarking to prices and rates observed in the primary market for similar loan or borrower types, or based on the present value of expected future cash flows using its best estimates of the key assumptions, including forecasted credit losses, prepayment rates, forward yield curves and discount rates commensurate with the risks involved. Due to the subjectivity involved in comparability assessment related to mortgage loan vintage, geographical concentration, prepayment speed and projected loss assumptions, the majority of loans are classified in Level 3 of the fair value hierarchy.

• Auction Rate Securities (“ARS”).    The Company primarily holds investments in Student Loan Auction Rate Securities (“SLARS”) and Municipal Auction Rate Securities (“MARS”) with interest rates that are

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reset through periodic auctions. SLARS are ABS backed by pools of student loans. MARS are municipal bonds often wrapped by municipal bond insurance. ARS were historically traded and valued as floating rate notes, priced at par due to the auction mechanism. Beginning in fiscal 2008, uncertainties in the credit markets have resulted in auctions failing for certain types of ARS. Once the auctions failed, ARS could no longer be valued using observations of auction market prices. Accordingly, the fair value of ARS is determined using independent external market data where available and an internally developed methodology to discount for the lack of liquidity and non-performance risk.

Inputs that impact the valuation of SLARS are independent external market data, the underlying collateral types, level of seniority in the capital structure, amount of leverage in each structure, credit rating and liquidity considerations. Inputs that impact the valuation of MARS are independent external market data when available, the maximum rate, quality of underlying issuers/insurers and evidence of issuer calls. MARS are generally categorized in Level 2 as the valuation technique relies on observable external data. The majority of SLARS are generally categorized in Level 2 of the fair value hierarchy.

Corporate Equities.

• Exchange-Traded Equity Securities.    Exchange-traded equity securities are generally valued based on quoted prices from the exchange. To the extent these securities are actively traded, valuation adjustments are not applied and they are categorized in Level 1 of the fair value hierarchy; otherwise, they are categorized in Level 2 or Level 3.

Derivative and Other Contracts.

• Listed Derivative Contracts.    Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Listed derivatives that are not actively traded are valued using the same approaches as those applied to OTC derivatives; they are generally categorized in Level 2 of the fair value hierarchy.

• OTC Derivative Contracts.    OTC derivative contracts include forward, swap and option contracts related to interest rates, foreign currencies, credit standing of reference entities, equity prices or commodity prices.

Depending on the product and the terms of the transaction, the fair value of OTC derivative products can be either observed or modeled using a series of techniques, and model inputs from comparable benchmarks, including closed-form analytic formulas, such as the Black-Scholes option-pricing model, and simulation models or a combination thereof. Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgment, and the pricing inputs are observed from actively quoted markets, as is the case for generic interest rate swaps, certain option contracts and certain credit default swaps. In the case of more established derivative products, the pricing models used by the Company are widely accepted by the financial services industry. A substantial majority of OTC derivative products valued by the Company using pricing models fall into this category and are categorized within Level 2 of the fair value hierarchy.

Other derivative products, including complex products that have become illiquid, require more judgment in the implementation of the valuation technique applied due to the complexity of the valuation assumptions and the reduced observability of inputs. This includes derivative interests in certain mortgage-related CDO securities, certain types of ABS credit default swaps, basket credit default swaps, and CDO-squared positions (a CDO-squared position is a special purpose vehicle that issues interests, or

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tranches, that are backed by tranches issued by other CDOs) where direct trading activity or quotes are unobservable. These instruments involve significant unobservable inputs and are categorized in Level 3 of the fair value hierarchy.

Derivative interests in complex mortgage-related CDOs and ABS credit default swaps, for which observability of external price data is extremely limited, are valued based on an evaluation of the market and model input parameters sourced from similar positions as indicated by primary and secondary market activity. Each position is evaluated independently taking into consideration the underlying collateral performance and pricing, behavior of the tranche under various cumulative loss and prepayment scenarios, deal structures (e.g., non-amortizing reference obligations, call features) and liquidity. While these factors may be supported by historical and actual external observations, the determination of their value as it relates to specific positions nevertheless requires significant judgment.

For basket credit default swaps and CDO-squared positions, the correlation input between reference credits is unobservable for each specific swap or position and is benchmarked to standardized proxy baskets for which correlation data are available. The other model inputs such as credit spread, interest rates and recovery rates are observable. In instances where the correlation input is deemed to be significant, these instruments are categorized in Level 3 of the fair value hierarchy.

The Company trades various derivative structures with commodity underlyings. Depending on the type of structure, the model inputs generally include interest rate yield curves, commodity underlier price curves, implied volatility of the underlying commodities and, in some cases, the implied correlation between these inputs. The fair value of these products is estimated using executed trades and broker and consensus data to provide values for the aforementioned inputs. Where these inputs are unobservable, relationships to observable commodities and data points, based on historic and/or implied observations, are employed as a technique to estimate the model input values. Commodity derivatives are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy.

For further information on derivative instruments and hedging activities, see Note 10.

Investments.

• The Company’s investments include investments in private equity funds, real estate funds, hedge funds and direct equity investments. Direct equity investments are presented in the fair value hierarchy table as Principal investments and Other. Initially, the transaction price is generally considered by the Company as the exit price and is the Company’s best estimate of fair value.

After initial recognition, in determining the fair value of internally and externally managed funds, the Company considers the net asset value of the fund provided by the fund manager to be the best estimate of fair value. For non-exchange traded investments either held directly or held within internally managed funds, fair value after initial recognition is based on an assessment of each underlying investment, considering rounds of financing and third-party transactions, discounted cash flow analyses and market-based information, including comparable company transactions, trading multiples and changes in market outlook, among other factors. Exchange-traded direct equity investments are generally valued based on quoted prices from the exchange.

Exchange-traded direct equity investments that are actively traded are categorized in Level 1 of the fair value hierarchy. Non-exchange traded direct equity investments and investments in private equity and real estate funds are generally categorized in Level 3 of the fair value hierarchy. Investments in hedge funds that are redeemable at the measurement date or in the near future are categorized in Level 2 of the fair value hierarchy; otherwise they are categorized in Level 3.

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Physical Commodities.

• The Company trades various physical commodities, including crude oil and refined products, natural gas, base and precious metals and agricultural products. Fair value for physical commodities is determined using observable inputs, including broker quotations and published indices. Physical commodities are categorized in Level 2 of the fair value hierarchy.

Securities Available for Sale.

• Securities available for sale primarily include U.S. government and agency securities and equity securites. The U.S. government and agency securities and equity securities are valued using quoted prices in active markets and, accordingly, are categorized in Level 1 of the fair value hierarchy. For further information on securities available for sale, see Note 5.

Commercial Paper and Other Short-term Borrowings/Long-Term Borrowings.

• Structured Notes.    The Company issues structured notes that have coupon or repayment terms linked to the performance of debt or equity securities, indices, currencies or commodities. Fair value of structured notes is estimated using valuation models for the derivative and debt portions of the notes. These models incorporate observable inputs referencing identical or comparable securities, including prices that the notes are linked to, interest rate yield curves, option volatility, and currency, commodity or equity rates. Independent, external and traded prices for the notes are also considered. The impact of the Company’s own credit spreads is also included based on the Company’s observed secondary bond market spreads. Most structured notes are categorized in Level 2 of the fair value hierarchy.

Deposits.

• Time Deposits.    The fair value of certificates of deposit is estimated using third-party quotations. These deposits are generally categorized in Level 2 of the fair value hierarchy.

The following fair value hierarchy tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2010 and December 31, 2009. See Note 2 for a discussion of the Company’s policies regarding this fair value hierarchy.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30, 2010

	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Counterparty and Cash Collateral Netting			Balance at June 30, 2010
	(dollars in millions)
Assets
Financial instruments owned:
U.S. government and agency securities:
U.S. Treasury securities	$	17,580		$	—		$	—		$	—		$	17,580
U.S. agency securities		12,750			33,645			1			—			46,396
Total U.S. government and agency securities		30,330			33,645			1			—			63,976
Other sovereign government obligations		22,995			6,335			73			—			29,403
Corporate and other debt:
State and municipal securities		—			3,030			221			—			3,251
Residential mortgage-backed securities		—			3,505			476			—			3,981
Commercial mortgage-backed securities		—			2,534			613			—			3,147
Asset-backed securities		—			2,590			101			—			2,691
Corporate bonds		—			38,759			1,344			—			40,103
Collateralized debt obligations		—			2,334			1,513			—			3,847
Loans and lending commitments		—			13,047			12,747			—			25,794
Other debt		—			1,922			1,810			—			3,732
Total corporate and other debt		—			67,721			18,825			—			86,546
Corporate equities(1)		49,271			4,377			346						53,994
Derivatives and other contracts:
Interest rate contracts		3,102			749,564			1,147			—			753,813
Credit contracts		—			114,826			22,710			—			137,536
Foreign exchange contracts		1			60,459			458			—			60,918
Equity contracts		3,926			39,960			1,094			—			44,980
Commodity contracts		7,135			56,101			1,431			—			64,667
Other		—			104			185			—			289
Netting(2)		(11,564	)		(906,486	)		(13,033	)		(77,267	)		(1,008,350	)
Total derivatives and other contracts		2,600			114,528			13,992			(77,267	)		53,853
Investments(3):
Private equity funds		—			—			1,839			—			1,839
Real estate funds		—			10			1,643			—			1,653
Hedge funds		—			894			910			—			1,804
Principal investments		421			5			2,575			—			3,001
Other		353			70			444			—			867
Total investments		774			979			7,411			—			9,164
Physical commodities		—			5,694			—			—			5,694
Total financial instruments owned		105,970			233,279			40,648			(77,267	)		302,630
Securities available for sale:
Debt securities:
U.S. government and agency securities		18,847			—			—			—			18,847
Equity securities(4)		520			—			—			—			520
Total securities available for sale		19,367			—			—			—			19,367
Securities received as collateral		14,023			758			—			—			14,781
Intangible assets(5)		—			—			139			—			139
Liabilities
Commercial paper and other short-term borrowings	$	—		$	1,515		$	7		$	—		$	1,522
Deposits		—			4,473			14			—			4,487
Financial instruments sold, not yet purchased:
U.S. government and agency securities:
U.S. Treasury securities		17,987			—			—			—			17,987
U.S. agency securities		3,076			37			—			—			3,113
Total U.S. government and agency securities		21,063			37			—			—			21,100
Other sovereign government obligations		20,149			2,736			—			—			22,885

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	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Counterparty and Cash Collateral Netting			Balance at June 30, 2010
	(dollars in millions)
Corporate and other debt:
State and municipal securities		—			9			—			—			9
Residential mortgage-backed securities		—			—			2			—			2
Commercial mortgage-backed securities		—			1			—			—			1
Asset-backed securities		—			31			—			—			31
Corporate bonds		—			6,824			80			—			6,904
Unfunded lending commitments		—			493			335			—			828
Other debt		—			961			221			—			1,182
Total corporate and other debt		—			8,319			638			—			8,957
Corporate equities(1)		23,042			1,552			5						24,599
Derivatives and other contracts:
Interest rate contracts		3,374			721,837			631			—			725,842
Credit contracts		—			105,257			14,609			—			119,866
Foreign exchange contracts		4			64,547			387			—			64,938
Equity contracts		3,977			43,574			2,092			—			49,643
Commodity contracts		7,850			55,109			1,417			—			64,376
Other		—			441			1,224			—			1,665
Netting(2)		(11,564	)		(906,486	)		(13,033	)		(47,599	)		(978,682	)
Total derivative and other contracts		3,641			84,279			7,327			(47,599	)		47,648
Total financial instruments sold, not yet purchased		67,895			96,923			7,970			(47,599	)		125,189
Obligation to return securities received as collateral		14,023			758			—			—			14,781
Other secured financings		1,516			4,067			1,910			—			7,493
Long-term borrowings		—			30,520			6,509			—			37,029

(1) The Company holds or sells short for trading purposes, equity securities issued by entities in diverse industries and of varying size.

(2) For positions with the same counterparty that cross over the levels of the fair value hierarchy, both counterparty netting and cash collateral netting are included in the column titled “Counterparty and Cash Collateral Netting.” For contracts with the same counterparty, counterparty netting among positions classified within the same level is included within that level. For further information on derivative instruments and hedging activities, see Note 10.

(3) In June 2010, the Company voluntarily contributed $25 million to certain other investments in funds that it manages in connection with upcoming rule changes regarding net asset value disclosures for money market funds. Based on current liquidity and fund performance, the Company does not expect to provide additional voluntary support to non-consolidated funds that it manages.

(4) In connection with the Company’s sale of Retail Asset Management to Invesco, the Company received equity securities of Invesco. For further information regarding these securities available for sale, see Note 5.

(5) Amount represents mortgage servicing rights (“MSRs”) accounted for at fair value. See Note 7 for further information on MSRs.

Transfers Between Level 1 and Level 2 During the Quarter Ended June 30, 2010.

Financial instruments owned—Derivative and other contracts and Financial instruments sold, not yet purchased—Derivative and other contracts.    During the quarter ended June 30, 2010, the Company reclassified approximately $1.5 billion of derivative assets and approximately $1.5 billion of derivative liabilities from Level 2 to Level 1 as these listed derivatives became actively traded and were valued based on quoted prices from the exchange.

Financial instruments owned—Corporate equities.    During the quarter ended June 30, 2010, the Company reclassified approximately $0.5 billion of certain Corporate equities from Level 2 to Level 1 as transactions in these securities occurred with sufficient frequency and volume to constitute an active market. During the quarter ended June 30, 2010, the Company reclassified approximately $1.0 billion of certain Corporate equities from Level 1 to Level 2 as transactions in these securities did not occur with sufficient frequency and volume to constitute an active market.

Transfers Between Level 1 and Level 2 During the Six Months Ended June 30, 2010.

Financial instruments owned—Derivative and other contracts and Financial instruments sold, not yet purchased—Derivative and other contracts.    During the six months ended June 30, 2010, the Company reclassified approximately $1.8 billion of derivative assets and approximately $1.9 billion of derivative liabilities from Level 2 to Level 1 as these listed derivatives became actively traded and were valued based on quoted prices from the exchange.

Financial instruments owned—Corporate equities.    During the six months ended June 30, 2010, the Company reclassified approximately $1.1 billion of certain Corporate equities from Level 2 to Level 1 as transactions in these securities occurred with sufficient frequency and volume to constitute an active market.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2009

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Counterparty and Cash Collateral Netting			Balance at December 31, 2009
	(dollars in millions)
Assets
Financial instruments owned:
U.S. government and agency securities:
U.S. Treasury securities	$	15,394	$	—	$	—	$	—		$	15,394
U.S. agency securities		19,670		27,115		36		—			46,821
Total U.S. government and agency securities		35,064		27,115		36		—			62,215
Other sovereign government obligations		21,080		4,362		3		—			25,445
Corporate and other debt:
State and municipal securities		—		3,234		713		—			3,947
Residential mortgage-backed securities		—		4,285		818		—			5,103
Commercial mortgage-backed securities		—		2,930		1,573		—			4,503
Asset-backed securities		—		4,797		591		—			5,388
Corporate bonds		—		37,363		1,038		—			38,401
Collateralized debt obligations		—		1,539		1,553		—			3,092
Loans and lending commitments		—		13,759		12,506		—			26,265
Other debt		—		2,093		1,662		—			3,755
Total corporate and other debt		—		70,000		20,454		—			90,454
Corporate equities(1)		49,732		7,700		536		—			57,968
Derivatives and other contracts(2)		2,310		102,466		14,549		(70,244	)		49,081
Investments		743		930		7,613		—			9,286
Physical commodities		—		5,329		—		—			5,329
Total financial instruments owned		108,929		217,902		43,191		(70,244	)		299,778
Securities received as collateral		12,778		855		23		—			13,656
Intangible assets(3)		—		—		137		—			137
Liabilities
Commercial paper and other short-term borrowings	$	—	$	791	$	—	$	—		$	791
Deposits		—		4,943		24		—			4,967
Financial instruments sold, not yet purchased:
U.S. government and agency securities:
U.S. Treasury securities		17,907		1		—		—			17,908
U.S. agency securities		2,573		22		—		—			2,595
Total U.S. government and agency securities		20,480		23		—		—			20,503
Other sovereign government obligations		16,747		1,497		—		—			18,244
Corporate and other debt:
State and municipal securities		—		9		—		—			9
Commercial mortgage-backed securities		—		8		—		—			8
Asset-backed securities		—		63		4		—			67
Corporate bonds		—		5,812		29		—			5,841
Collateralized debt obligations		—		—		3		—			3
Unfunded lending commitments		—		732		252		—			984
Other debt		—		483		431		—			914
Total corporate and other debt		—		7,107		719		—			7,826
Corporate equities(1)		18,125		4,472		4		—			22,601
Derivative and other contracts(2)		3,383		67,847		6,203		(39,224	)		38,209
Total financial instruments sold, not yet purchased		58,735		80,946		6,926		(39,224	)		107,383
Obligation to return securities received as collateral		12,778		855		23		—			13,656
Other secured financings		—		6,570		1,532		—			8,102
Long-term borrowings		—		30,745		6,865		—			37,610

26

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(1) The Company holds or sells short for trading purposes, equity securities issued by entities in diverse industries and of varying size.

(2) For positions with the same counterparty that cross over the levels of the fair value hierarchy, both counterparty netting and cash collateral netting are included in the column titled “Counterparty and Cash Collateral Netting.” For contracts with the same counterparty, counterparty netting among positions classified within the same level is included within that level. For further information on derivative instruments and hedging activities, see Note 10.

(3) Amount represents MSRs accounted for at fair value. See Note 7 for further information on MSRs.

The following tables present additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter and six months ended June 30, 2010 and for the quarter and six months ended June 30, 2009, respectively. Level 3 instruments may be hedged with instruments classified in Level 1 and Level 2. As a result, the realized and unrealized gains (losses) for assets and liabilities within the Level 3 category presented in the tables below do not reflect the related realized and unrealized gains (losses) on hedging instruments that have been classified by the Company within the Level 1 and/or Level 2 categories.

Additionally, both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains (losses) during the period for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value during the period that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

For assets and liabilities that were transferred into Level 3 during the period, gains (losses) are presented as if the assets or liabilities had been transferred into Level 3 at the beginning of the period; similarly, for assets and liabilities that were transferred out of Level 3 during the period, gains (losses) are presented as if the assets or liabilities had been transferred out at the beginning of the period.

27

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended June 30, 2010

	Beginning Balance at March 31, 2010			Total Realized and Unrealized Gains (Losses)(1)			Purchases, Sales, Other Settlements and Issuances, net			Net Transfers In and/or (Out) of Level 3			Ending Balance at June 30, 2010			Unrealized Gains (Losses) for Level 3 Assets/ Liabilities Outstanding at June 30, 2010(2)
	(dollars in millions)
Assets
Financial instruments owned:
U.S. agency securities	$	1		$	—		$	(5	)	$	5		$	1		$	—
Other sovereign government obligations		80			(1	)		70			(76	)		73			—
Corporate and other debt:
State and municipal securities		398			19			(180	)		(16	)		221			1
Residential mortgage-backed securities		625			(37	)		(97	)		(15	)		476			(42	)
Commercial mortgage-backed securities		779			23			133			(322	)		613			13
Asset-backed securities		149			8			(75	)		19			101			6
Corporate bonds		1,145			86			154			(41	)		1,344			79
Collateralized debt obligations		1,512			(25	)		40			(14	)		1,513			42
Loans and lending commitments		13,503			(40	)		152			(868	)		12,747			(64	)
Other debt		1,921			(61	)		(28	)		(22	)		1,810			(68	)
Total corporate and other debt		20,032			(27	)		99			(1,279	)		18,825			(33	)
Corporate equities		536			(33	)		(183	)		26			346			(1	)
Net derivatives and other contracts:
Interest rate contracts		384			310			(132	)		(46	)		516			311
Credit contracts		7,952			315			265			(431	)		8,101			499
Foreign exchange contracts		206			(1	)		(134	)		—			71			(2	)
Equity contracts		(701	)		(137	)		(191	)		31			(998	)		(129	)
Commodity contracts		90			(152	)		53			23			14			(126	)
Other		(579	)		(402	)		(40	)		(18	)		(1,039	)		(352	)
Total net derivative and other contracts(3)		7,352			(67	)		(179	)		(441	)		6,665			201
Investments:
Private equity funds		1,634			82			123			—			1,839			21
Real estate funds		1,751			4			(115	)		3			1,643			109
Hedge funds		1,027			(29	)		5			(93	)		910			(29	)
Principal investments		2,700			(132	)		7			—			2,575			(83	)
Other		434			64			(60	)		6			444			3
Total investments		7,546			(11	)		(40	)		(84	)		7,411			21
Intangible assets		175			(15	)		(21	)		—			139			(27	)
Liabilities
Commercial paper and other short-term borrowings	$	300		$	—		$	(293	)	$	—		$	7		$	—
Deposits		15			1			—			—			14			—
Financial instruments sold, not yet purchased:
Corporate and other debt:
Residential mortgage-backed securities		—			(6	)		(4	)		—			2			(5	)
Asset-backed securities		4			—			(4	)		—			—			—
Corporate bonds		17			14			80			(3	)		80			19
Unfunded lending commitments		213			(110	)		12			—			335			(110	)
Other debt		317			15			(81	)		—			221			13
Total corporate and other debt		551			(87	)		3			(3	)		638			(83	)
Corporate equities		13			1			(4	)		(3	)		5			—
Other secured financings		1,811			69			5			163			1,910			69
Long-term borrowings		6,728			92			20			(147	)		6,509			92

28

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(1) Total realized and unrealized gains (losses) are primarily included in Principal transactions—Trading in the condensed consolidated statements of income except for $(11) million related to Financial instruments owned—Investments, which is included in Principal transactions—Investments.

(2) Amounts represent unrealized gains (losses) for the quarter ended June 30, 2010 related to assets and liabilities still outstanding at June 30, 2010.

(3) Net derivative and other contracts represent Financial instruments owned—Derivative and other contracts net of Financial instruments sold, not yet purchased—Derivative and other contracts. For further information on Derivative instruments and hedging activities, see Note 10.

Financial instruments owned—Corporate and other debt.    During the quarter ended June 30, 2010, the Company reclassified approximately $1.9 billion of certain Corporate and other debt, primarily corporate loans, from Level 3 to Level 2. The Company reclassified the corporate loans as external prices and/or spread inputs for these instruments became observable.

The Company also reclassified approximately $0.6 billion of certain Corporate and other debt from Level 2 to Level 3. The Company reclassified corporate loans as external prices and/or spread inputs became unobservable.

29

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Six Months Ended June 30, 2010

	Beginning Balance at December 31, 2009			Total Realized and Unrealized Gains (Losses)(1)			Purchases, Sales, Other Settlements and Issuances, net			Net Transfers In and/or (Out) of Level 3			Ending Balance at June 30, 2010			Unrealized Gains (Losses) for Level 3 Assets/ Liabilities Outstanding at June 30, 2010(2)
	(dollars in millions)
Assets
Financial instruments owned:
U.S. agency securities	$	36		$	—		$	(35	)	$	—		$	1		$	—
Other sovereign government obligations		3			(1	)		63			8			73			(1	)
Corporate and other debt:
State and municipal securities		713			(56	)		(436	)		—			221			(58	)
Residential mortgage-backed securities		818			12			(392	)		38			476			(6	)
Commercial mortgage-backed securities		1,573			128			(774	)		(314	)		613			28
Asset-backed securities		591			3			(491	)		(2	)		101			9
Corporate bonds		1,038			(44	)		256			94			1,344			(53	)
Collateralized debt obligations		1,553			122			(171	)		9			1,513			60
Loans and lending commitments		12,506			76			629			(464	)		12,747			126
Other debt		1,662			185			(14	)		(23	)		1,810			160
Total corporate and other debt		20,454			426			(1,393	)		(662	)		18,825			266
Corporate equities		536			67			(161	)		(96	)		346			21
Net derivatives and other contracts:
Interest rate contracts		387			300			(146	)		(25	)		516			302
Credit contracts		8,824			(163	)		383			(943	)		8,101			340
Foreign exchange rate contracts		254			(102	)		(123	)		42			71			(308	)
Equity contracts		(689	)		(208	)		(184	)		83			(998	)		(161	)
Commodity contracts		7			(68	)		14			61			14			66
Other		(437	)		(575	)		(12	)		(15	)		(1,039	)		(511	)
Total net derivative and other contracts(3)		8,346			(816	)		(68	)		(797	)		6,665			(272	)
Investments:
Private equity funds		1,628			139			72			—			1,839			116
Real estate funds		1,087			186			350			20			1,643			289
Hedge funds		1,678			(218	)		(270	)		(280	)		910			(220	)
Principal investments		2,642			(105	)		38			—			2,575			(87	)
Other		578			47			(180	)		(1	)		444			(3	)
Total investments		7,613			49			10			(261	)		7,411			95
Securities received as collateral		23			—			(23	)		—			—			—
Intangible assets		137			24			(22	)		—			139			4
Liabilities
Commercial paper and other short-term borrowings	$	—		$	—		$	7		$	—		$	7		$	—
Deposits		24			2			—			(8	)		14			2
Financial instruments sold, not yet purchased:
Corporate and other debt:
Residential mortgage-backed securities		—			(1	)		1			—			2			(1	)
Commercial mortgage-backed securities		—			1			1			—			—			—
Asset-backed securities		4			—			(4	)		—			—			—
Corporate bonds		29			(1	)		22			28			80			8
Collateralized debt obligations		3			—			(3	)		—			—			—
Unfunded lending commitments		252			(140	)		(57	)		—			335			(138	)
Other debt		431			20			(175	)		(15	)		221			20
Total corporate and other debt		719			(121	)		(215	)		13			638			(111	)
Corporate equities		4			(1	)		(7	)		7			5			1
Obligation to return securities received as collateral		23			—			(23	)		—			—			—
Other secured financings		1,532			(67	)		222			89			1,910			(80	)
Long-term borrowings		6,865			99			(26	)		(231	)		6,509			99

30

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(1) Total realized and unrealized gains (losses) are primarily included in Principal transactions—Trading in the condensed consolidated statements of income except for $49 million related to Financial instruments owned—Investments, which is included in Principal transactions—Investments.

(2) Amounts represent unrealized gains (losses) for the six months ended June 30, 2010 related to assets and liabilities still outstanding at June 30, 2010.

(3) Net derivative and other contracts represent Financial instruments owned—Derivative and other contracts net of Financial instruments sold, not yet purchased—Derivative and other contracts. For further information on derivative instruments and hedging activities, see Note 10.

Financial instruments owned—Corporate and other debt.    During the six months ended June 30, 2010, the Company reclassified approximately $1.4 billion of certain Corporate and other debt, primarily corporate loans, from Level 3 to Level 2. The Company reclassified the corporate loans as external prices and/or spread inputs for these instruments became observable.

The Company also reclassified approximately $0.8 billion of certain Corporate and other debt from Level 2 to Level 3. The Company reclassified corporate loans as external prices and/or spread inputs became unobservable.

31

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended June 30, 2009

	Beginning Balance at March 31, 2009		Total Realized and Unrealized Gains or (Losses)(1)			Purchases, Sales, Other Settlements and Issuances, net			Net Transfers In and/or (Out) of Level 3			Ending Balance at June 30, 2009		Unrealized Gains or (Losses) for Level 3 Assets/ Liabilities Outstanding at June 30, 2009(2)
	(dollars in millions)
Assets
Financial instruments owned:
U.S. agency securities	$	17	$	(1	)	$	12		$	—		$	28	$	—
Other sovereign government obligations		2		—			—			1			3		—
State and municipal securities		1,887		25			(207	)		—			1,705		(7	)
Residential mortgage-backed securities		988		(16	)		(41	)		(111	)		820		(15	)
Commercial mortgage-backed securities		2,443		(215	)		(680	)		(42	)		1,506		(204	)
Asset-backed securities		4,519		108			(2,961	)		161			1,827		30
Corporate bonds		2,370		(39	)		161			(43	)		2,449		(180	)
Collateralized debt obligations		972		88			(236	)		(316	)		508		49
Loans and lending commitments		17,108		630			48			1,650			19,436		570
Other debt		1,201		256			33			(1	)		1,489		245
Total corporate and other debt		31,488		837			(3,883	)		1,298			29,740		488
Corporate equities		946		366			(302	)		91			1,101		(172	)
Net derivative and other contracts(3)		16,521		(3,510	)		(1,098	)		693			12,606		(3,101	)
Investments		8,834		(166	)		(487	)		(9	)		8,172		(97	)
Securities received as collateral		3		—			14			—			17		—
Intangible assets		159		14			—			—			173		13
Liabilities
Financial instruments sold, not yet purchased:
Commercial mortgage-backed securities	$	4	$	—		$	—		$	—		$	4	$	—
Asset-backed securities		1,636		109			(1,523	)		—			4		108
Corporate bonds		58		(11	)		63			—			132		(9	)
Collateralized debt obligations		16		1			(15	)		—			—		—
Unfunded lending commitments		208		(134	)		(37	)		(2	)		303		(128	)
Other debt		28		(4	)		54			—			86		(1	)
Total corporate and other debt		1,950		(39	)		(1,458	)		(2	)		529		(30	)
Corporate equities		74		(26	)		(83	)		5			22		(12	)
Obligation to return securities received as collateral		3		—			14			—			17		—
Other secured financings		4,264		52			20			231			4,463		52
Long-term borrowings		5,671		(224	)		1			4			5,900		(224	)

(1) Total realized and unrealized gains (losses) are primarily included in Principal transactions—Trading in the condensed consolidated statements of income except for $(166) million related to Financial instruments owned—Investments, which is included in Principal transactions—Investments.

(2) Amounts represent unrealized gains (losses) for the quarter ended June 30, 2009 related to assets and liabilities still outstanding at June 30, 2009.

(3) Net derivative and other contracts represent Financial instruments owned—Derivative and other contracts net of Financial instruments sold, not yet purchased—Derivative and other contracts. For further information on derivative instruments and hedging activities, see Note 10.

Financial instruments owned—Corporate and other debt.    The net gains in Corporate and other debt were primarily driven by corporate loans.

During the quarter ended June 30, 2009, the Company reclassified approximately $1.3 billion of certain Corporate and other debt from Level 2 to Level 3. The reclassifications were primarily related to certain corporate loans. The reclassifications were due to a reduction in market price quotations for these or comparable

32

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

instruments, or a lack of available broker quotes, such that unobservable inputs had to be utilized for the fair value measurement of these instruments. The key unobservable inputs include assumptions to establish comparability to bonds, loans or swaps with observable price/spread levels.

Financial instruments owned—Net derivative and other contracts.    The net losses in Net derivative and other contracts were primarily driven by tightening of credit spreads on underlying reference entities of single name and basket credit default swaps.

During the quarter ended June 30, 2009, the Company reclassified approximately $700 million of certain Derivatives and other contracts from Level 2 to Level 3. These reclassifications of certain Derivatives and other contracts were related to interest rate swaps and bespoke basket default swaps, for which some inputs were unobservable and deemed significant.

Financial instruments owned—Investments.    The net losses from investments were primarily related to investments associated with the Company’s real estate products.

33

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Six Months Ended June 30, 2009

	Beginning Balance at December 31, 2008		Total Realized and Unrealized Gains or (Losses)(1)			Purchases, Sales, Other Settlements and Issuances, net			Net Transfers In and/or (Out) of Level 3			Ending Balance at June 30, 2009		Unrealized Gains or (Losses) for Level 3 Assets/ Liabilities Outstanding at June 30, 2009(2)
	(dollars in millions)
Assets
Financial instruments owned:
U.S. agency securities	$	127	$	(3	)	$	(73	)	$	(23	)	$	28	$	—
Other sovereign government obligations		1		2			(4	)		4			3		(2	)
State and municipal securities		2,065		3			(289	)		(74	)		1,705		(8	)
Residential mortgage-backed securities		1,251		(93	)		(156	)		(182	)		820		(111	)
Commercial mortgage-backed securities		3,130		(609	)		(1,035	)		20			1,506		(634	)
Asset-backed securities		968		(42	)		505			396			1,827		(85	)
Corporate bonds		3,088		(318	)		(74	)		(247	)		2,449		(508	)
Collateralized debt obligations		982		(21	)		(202	)		(251	)		508		(66	)
Loans and lending commitments		19,701		(1,898	)		533			1,100			19,436		(1,786	)
Other debt		3,733		340			(927	)		(1,657	)		1,489		292
Total corporate and other debt		34,918		(2,638	)		(1,645	)		(895	)		29,740		(2,906	)
Corporate equities		976		332			(365	)		158			1,101		(201	)
Net derivative and other contracts(3)		23,382		(2,346	)		100			(8,530	)		12,606		229
Investments		9,698		(1,484	)		13			(55	)		8,172		(1,372	)
Securities received as collateral		30		—			(13	)		—			17		—
Intangible assets		184		(12	)		1			—			173		13
Liabilities
Financial instruments sold, not yet purchased:
Commercial mortgage-backed securities	$	1	$	1		$	4		$	—		$	4	$	1
Asset-backed securities		4		1			1			—			4		—
Corporate bonds		320		(9	)		(101	)		(96	)		132		(9	)
Unfunded lending commitments		36		(131	)		136			—			303		(131	)
Other debt		3,447		1			(935	)		(2,425	)		86		2
Total corporate and other debt		3,808		(137	)		(895	)		(2,521	)		529		(137	)
Corporate equities		27		(8	)		(5	)		(8	)		22		(8	)
Obligation to return securities received as collateral		30		—			(13	)		—			17		—
Other secured financings		6,148		1,143			(628	)		86			4,463		1,143
Long-term borrowings		5,473		(337	)		83			7			5,900		(354	)

(1) Total realized and unrealized gains (losses) are primarily included in Principal transactions—Trading in the condensed consolidated statements of income except for $(1,484) million related to Financial instruments owned—Investments, which is included in Principal transactions—Investments.

(2) Amounts represent unrealized gains (losses) for the six months ended June 30, 2009 related to assets and liabilities still outstanding at June 30, 2009.

(3) Net derivative and other contracts represent Financial instruments owned—Derivative and other contracts net of Financial instruments sold, not yet purchased—Derivative and other contracts. For further information on derivative instruments and hedging activities, see Note 10.

34

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Financial instruments owned—Corporate and other debt.    The net losses in Corporate and other debt were primarily driven by certain corporate loans and lending commitments and certain commercial mortgage-backed securities.

During the six months ended June 30, 2009, the Company reclassified approximately $0.9 billion of certain Corporate and other debt from Level 3 to Level 2. The reclassifications were primarily related to certain other debt. Their fair value was highly correlated with similar instruments in an observable market and, due to market deterioration, unobservable inputs were no longer deemed significant. These reclassifications were partly offset by the reclassification of certain corporate loans from Level 2 to Level 3. The reclassifications were due to a reduction in market price quotations for these or comparable instruments, or a lack of available broker quotes, such that unobservable inputs had to be utilized for the fair value measurement of these instruments. The key unobservable inputs include assumptions to establish comparability to bonds, loans or swaps with observable price/spread levels.

Financial instruments owned—Net derivative and other contracts.    The net losses in Net derivative and other contracts were primarily driven by tightening of credit spreads on underlying reference entities of single name and basket credit default swaps.

During the six months ended June 30, 2009, the Company reclassified approximately $8.5 billion of certain Derivatives and other contracts from Level 3 to Level 2. These reclassifications of certain Derivatives and other contracts were related to single name mortgage-related credit default swaps and credit default swaps on certain classes of CDOs. The primary reason for the reclassifications is that, due to market deterioration, the values associated with the unobservable inputs, such as correlation, for these derivative contracts were no longer deemed significant to the fair value measurement. In addition, certain corporate tranche-indexed credit default swaps were reclassified due to increased availability of transaction data, broker quotes and/or consensus pricing.

Financial instruments owned—Investments.    The net losses from investments were primarily related to investments associated with the Company’s real estate products.

Financial instruments sold, not yet purchased—Corporate and other debt.    During the six months ended June 30, 2009, the Company reclassified approximately $2.5 billion of certain Corporate and other debt from Level 3 to Level 2. These reclassifications primarily related to contracts referencing commercial mortgage-backed securities, subprime CDO and other subprime ABS securities. Their fair value was highly correlated with similar instruments in an observable market and, due to market deterioration, the values associated with the unobservable inputs were no longer deemed significant to the fair value measurement.

Other secured financings.    The net gains in Other secured financings were primarily due to net gains on liabilities resulting from securitizations recognized on balance sheet. These net gains were offset by net losses in Financial instruments owned—Corporate and other debt.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair Value of Investments that Calculate Net Asset Value.

The following table presents information about the Company’s investments in private equity funds, real estate funds and hedge funds measured at fair value based on net asset value at June 30, 2010 and December 31, 2009, respectively.

	At June 30, 2010				At December 31, 2009
	Fair Value		Unfunded Commitment		Fair Value		Unfunded Commitment
	(dollars in millions)
Private equity funds	$	1,585	$	1,202	$	1,728	$	1,251
Real estate funds		887		536		823		674
Hedge funds(1):
Long-short equity hedge funds		1,053		—		1,597		—
Fixed income/credit-related hedge funds		347		—		407		—
Event-driven hedge funds		144		—		146		—
Multi-strategy hedge funds		205		—		235		—
Total	$	4,221	$	1,738	$	4,936	$	1,925

(1) Fixed income/credit-related hedge funds, event-driven hedge funds, and multi-strategy hedge funds are redeemable at least on a quarterly basis with a notice period of ninety days or less. At June 30, 2010, approximately 46% of the fair value amount of long-short equity hedge funds is redeemable at least quarterly, 23% is redeemable every six months and 31% of these funds have a redemption frequency of greater than six months. At December 31, 2009, approximately 36% of the fair value amount of long-short equity hedge funds is redeemable at least quarterly, 15% is redeemable every six months and 49% of these funds have a redemption frequency of greater than six months. The notice period for long-short equity hedge funds is primarily within 120 days.

Private Equity Funds.    Amount includes several private equity funds that pursue multiple strategies including leveraged buyouts, venture capital, infrastructure growth capital, distressed investments, and mezzanine capital. In addition, the funds may be structured with a focus on specific domestic or foreign geographic regions. These investments are generally not redeemable with the funds. Instead, the nature of the investments in this category is that distributions are received through the liquidation of the underlying assets of the fund. At June 30, 2010, it is estimated that 8% of the fair value of the funds will be liquidated in the next five years, another 38% of the fair value of the funds will be liquidated between five to ten years and the remaining 54% of the fair value of the funds have a remaining life of greater than ten years.

Real Estate Funds.    Amount includes several real estate funds that invest in real estate assets such as commercial office buildings, retail properties, multi-family residential properties, developments, or hotels. In addition, the funds may be structured with a focus on specific geographic domestic or foreign regions. These investments are generally not redeemable with the funds. Distributions from each fund will be received as the underlying investments of the funds are liquidated. At June 30, 2010, it is estimated that 23% of the fair value of the funds will be liquidated within the next five years, another 26% of the fair value of the funds will be liquidated between five to ten years and the remaining 51% of the fair value of the funds have a remaining life of greater than ten years.

Hedge Funds.    Investments in hedge funds may be subject to initial period lock-up restrictions or gates. A hedge fund lock-up provision is a provision which provides that, during a certain initial period, an investor may not make a withdrawal from the fund. The purpose of a gate is to restrict the level of redemptions that an investor in a particular hedge fund can demand on any redemption date.

• Long-short Equity Hedge Funds.    Amount includes investments in hedge funds that invest, long or short, in equities. Equity value and growth hedge funds purchase stocks perceived to be undervalued and sell

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

stocks perceived to be overvalued. Investments representing approximately 39% of the fair value of the investments in this category cannot be redeemed currently because the investments include certain initial period lock-up restrictions. The remaining restriction period for 100% of investments subject to lock-up restrictions ranged from one to three years at June 30, 2010. Investments representing approximately 32% of the fair value of the investments in long-short equity hedge funds cannot be redeemed currently because an exit restriction has been imposed by the hedge fund manager. The restriction period for 100% of investments subject to an exit restriction is expected to be less than a year at June 30, 2010.

• Fixed Income/Credit-Related Hedge Funds.    Amount includes investments in hedge funds that employ long-short, distressed or relative value strategies in order to benefit from investments in undervalued or over-valued securities that are primarily debt or credit related. At June 30, 2010, investments representing approximately 19% of the fair value of the investments in fixed income/credit-related hedge funds cannot be redeemed currently because the investments include certain initial period lock-up restrictions. The remaining restriction period for these investments was three years or less at June 30, 2010.

• Event-Driven Hedge Funds.    Amount includes investments in hedge funds that invest in event-driven situations such as mergers, hostile takeovers, reorganizations, or leveraged buyouts. This may involve the simultaneous purchase of stock in companies being acquired, and the sale of stock in its acquirer, hoping to profit from the spread between the current market price and the ultimate purchase price of the target company. At June 30, 2010, investments representing approximately 65% of the value of the investments in this category cannot be redeemed currently because the investments include certain initial period lock-up restrictions. The remaining restriction period for these investments was two years or less at June 30, 2010.

• Multi-strategy Hedge Funds.    Amount includes investments in hedge funds that pursue multiple strategies to realize short and long-term gains. Management of the hedge funds has the ability to overweight or underweight different strategies to best capitalize on current investment opportunities. At June 30, 2010, investments representing approximately 52% of the fair value of the investments in this category cannot be redeemed currently because the investments include certain initial period lock-up restrictions. The remaining restriction period for 86% of investments subject to lock-ups was two years or less at June 30, 2010. The remaining restriction period for the other 14% of investments subject to lock-up restrictions was estimated to be greater than three years at June 30, 2010.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair Value Option.

The Company elected the fair value option for certain eligible instruments that are risk managed on a fair value basis. The following tables present net gains (losses) due to changes in fair value for items measured at fair value pursuant to the fair value option election for the quarters and six months ended June 30, 2010 and 2009.

	Principal Transactions- Trading			Interest Expense			Gains (Losses)  Included in Net Revenues
	(dollars in millions)
Three months ended June 30, 2010
Commercial paper and other short-term borrowings	$	55		$	—		$	55
Deposits		10			(45	)		(35	)
Long-term borrowings		2,409			(285	)		2,124
Six Months Ended June 30, 2010
Commercial paper and other short-term borrowings	$	68		$	—		$	68
Deposits		(15	)		(93	)		(108	)
Long-term borrowings		2,527			(484	)		2,043
Three months ended June 30, 2009
Commercial paper and other short-term borrowings	$	(126	)	$	—		$	(126	)
Deposits		10			(87	)		(77	)
Long-term borrowings		(3,880	)		(270	)		(4,150	)
Six Months Ended June 30, 2009
Commercial paper and other short-term borrowings	$	(42	)	$	—		$	(42	)
Deposits		(77	)		(179	)		(256	)
Long-term borrowings		(4,928	)		(494	)		(5,422	)

In addition to the amounts in the above table, as discussed in Note 2, all of the instruments within Financial instruments owned or Financial instruments sold, not yet purchased are measured at fair value, either through the election of the fair value option, or as required by other accounting guidance.

The following tables present information on the Company’s short-term and long-term borrowings (including structured notes and junior subordinated debentures), loans and unfunded lending commitments for which the fair value option was elected:

Fair Value Option—Gains (Losses) Due to Changes in Instrument Specific Credit Spreads

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(dollars in millions)
Short-term and long-term borrowings(1)	$	750		$	(2,286	)	$	803		$	(3,926	)
Loans(2)		(348	)		3,718			(1	)		3,644
Unfunded lending commitments(3)		(94	)		(144	)		(164	)		(142	)

(1) Gains (losses) were attributable to widening or (tightening), respectively, of the Company’s credit spreads and were determined based upon observations of the Company’s secondary bond market spreads. The remainder of changes in overall fair value of the short-term and long-term borrowings as shown above is attributable to changes in foreign currency exchange rates and interest rates and movements in the reference price or index for structured notes.

(2) Instrument-specific credit gains or (losses) were determined by excluding the non-credit components of gains and losses, such as those due to changes in interest rates.

(3) Losses were generally determined based on the differential between estimated expected client and contractual yields at each respective period end.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount by Which Contractual Principal Amount Exceeds Fair Value

	At June 30, 2010		At December 31, 2009
	(dollars in billions)
Short-term and long-term debt borrowings(1)	$	1.3	$	1.9
Loans(2)		23.2		24.4
Loans 90 or more days past due in non-accrual status or both(2)(3)		20.3		21.0

(1) These amounts do not include structured notes where the repayment of the initial principal amount fluctuates based on changes in the reference price or index.

(2) The majority of this difference between principal and fair value amounts emanates from the Company’s distressed debt trading business, which purchases distressed debt at amounts well below par.

(3) The aggregate fair value of loans that were in non-accrual status, which includes all loans 90 or more days past due, was $3.5 billion and $3.9 billion at June 30, 2010 and December 31, 2009, respectively. The aggregate fair value of loans that were 90 or more days past due was $1.1 billion and $0.7 billion at June 30, 2010 and December 31, 2009, respectively.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis.

Certain assets were measured at fair value on a non-recurring basis and are not included in the tables above. These assets may include loans, equity method investments, premises and equipment, intangible assets and real estate investments.

The following tables present, by caption on the condensed consolidated statement of financial condition, the fair value hierarchy for those assets measured at fair value on a non-recurring basis for which the Company recognized a non-recurring fair value adjustment for the quarters and six months ended June 30, 2010 and 2009, respectively.

Three and Six Months Ended June 30, 2010.

	Carrying Value at June 30, 2010(1)		Fair Value Measurements Using:						Total Losses for the Three Months Ended June 30, 2010(2)			Total Losses for the Six Months Ended June 30, 2010(2)
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(dollars in millions)
Loans(3)	$	622	$	—	$	—	$	622	$	(25	)	$	(28	)
Other investments(4)		—		—		—		—		—			(5	)
Intangible assets(5)		3		—		—		3		(17	)		(27	)
Total	$	625	$	—	$	—	$	625	$	(42	)	$	(60	)

(1) Carrying values relate only to those assets that incurred impairment losses during the quarter ended June 30, 2010. These amounts do not include assets that incurred impairment losses during the six months ended June 30, 2010, unless the assets also experienced an impairment loss during the quarter ended June 30, 2010.

(2) Losses are recorded within Other expenses in the condensed consolidated statement of income except for fair value adjustments related to Loans and losses related to Other investments, which are included in Other revenues.

(3) Non-recurring change in fair value for loans held for investment were calculated based upon the fair value of the underlying collateral. The fair value of the collateral was determined using internal expected recovery models.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(4) Losses recorded were determined primarily using discounted cash flow models.

(5) Losses primarily related to investment management contracts and were determined using discounted cash flow models.

In addition to the losses included in the table above, the Company incurred a loss of approximately $951 million in connection with the planned disposition of Revel for the six months ended June 30, 2010 (see Note 1) which was included in discontinued operations. The loss related to Premises, equipment and software costs and was included in discontinued operations (see Note 1). The fair value of Revel, net of estimated costs to sell, included in Premises, equipment and software costs was approximately $240 million at June 30, 2010 and was classified in Level 3. Fair value was determined using discounted cash flow models.

There were no liabilities measured at fair value on a non-recurring basis during the quarter and six months ended June 30, 2010.

Three and Six Months Ended June 30, 2009.

	Carrying Value at June 30, 2009		Fair Value Measurements Using:						Total Losses for the Three Months Ended June 30, 2009(1)			Total Losses for the Six Months Ended June 30, 2009(1)
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(dollars in millions)
Loans(2)	$	664	$	—	$	—	$	664	$	(84	)	$	(182	)
Other investments(3)		9		—		—		9		(4	)		(9	)
Premises, equipment and software costs(3)		8		—		—		8		—			(5	)
Total	$	681	$	—	$	—	$	681	$	(88	)	$	(196	)

(1) Losses are recorded within Other expenses in the condensed consolidated statement of income except for losses related to Loans and Other investments, which are included in Other revenues.

(2) Losses for loans held for investment and held for sale were calculated based upon the fair value of the underlying collateral. The fair value of the collateral was determined using internal expected recovery models.

(3) Losses recorded were determined primarily using discounted cash flow models.

In addition to the losses included in the table above, losses of approximately $212 million (of which $42 million related to Other investments, $9 million related to Intangible assets and $161 million related to Other assets) were included in discontinued operations related to Crescent for the six months ended June 30, 2009 (see Note 1). The carrying value of Crescent assets at June 30, 2009 was $168 million (of which $14 million related to Other investments, $7 million related to Intangible assets and $147 million related to Other assets) all of which were classified in Level 3. Fair values were generally determined using discounted cash flow models or third-party appraisals and valuations.

There were no liabilities measured at fair value on a non-recurring basis during the quarter and six months ended June 30, 2009.

Financial Instruments Not Measured at Fair Value.

Some of the Company’s financial instruments are not measured at fair value on a recurring basis but nevertheless are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: Cash and due from banks, Interest bearing deposits with banks, Cash deposited with clearing organizations or segregated under federal and other regulations or requirements, Federal funds sold

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and Securities purchased under agreements to resell, Securities borrowed, Securities sold under agreements to repurchase, Securities loaned, Receivables—Customers, Receivables—Brokers, dealers and clearing organizations, Payables—Customers, Payables—Brokers, dealers and clearing organizations, certain Commercial paper and other short-term borrowings, and certain Deposits.

The Company’s long-term borrowings are recorded at amortized amounts unless elected under the fair value option or designated as a hedged item in a fair value hedge. For long-term borrowings not measured at fair value, the fair value of the Company’s long-term borrowings was estimated using either quoted market prices or discounted cash flow analyses based on the Company’s current borrowing rates for similar types of borrowing arrangements. At June 30, 2010, the carrying value of the Company’s long-term borrowings not measured at fair value was approximately $5.5 billion higher than fair value. At December 31, 2009, the carrying value of the Company’s long-term borrowings not measured at fair value was approximately $1.4 billion higher than fair value.

5. Securities Available for Sale.

The following table presents information about the Company’s AFS securities at June 30, 2010:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Other-than- temporary Impairment		Fair Value
	(dollars in millions)
Debt securities available for sale:
U.S. government and agency securities	$	18,653	$	194	$	—	$	—	$	18,847
Equity securities available for sale(1)		560		—		40		—		520
Total	$	19,213	$	194	$	40	$	—	$	19,367

(1) In connection with the Company’s sale of Retail Asset Management, the Company received equity securities of Invesco (See Note 1).

The table below presents the fair value of investments in equity securities available for sale that have been in an unrealized loss position for less than 12 months or for 12 months or longer at June 30, 2010:

	Less than 12 months				12 months or longer				Total
At June 30, 2010	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(dollars in millions)
Equity securities available for sale	$	520	$	40	$	—	$	—	$	520	$	40

There were no debt securities available for sale in an unrealized loss position at June 30, 2010. For equity securities, the Company considers various factors including the length of time and extent to which the market value has been less than cost, as well as its intent and ability to retain its investment for a period of time sufficient to allow for any anticipated recovery in market value and whether evidence exists to support a realizable value equal to or greater than the carrying value. The Company believes that the equity securities with an unrealized loss in Accumulated other comprehensive income were not other-than-temporarily impaired at June 30, 2010.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents the amortized cost and fair value of debt securities available for sale by contractual maturity dates at June 30, 2010:

At June 30, 2010	Amortized Cost		Fair Value		Annualized Average Yield
	(dollars in millions)
U.S. government and agency securities:
Due within 1 year	$	3,614	$	3,619	0.47	%
After 1 year but through 5 years		15,039		15,228	1.29	%
Total	$	18,653	$	18,847	1.14	%

6. Collateralized Transactions.

The Company pledges its financial instruments owned to collateralize repurchase agreements and other securities financings. Pledged financial instruments that can be sold or repledged by the secured party are identified as Financial instruments owned (pledged to various parties) in the condensed consolidated statements of financial condition. The carrying value and classification of financial instruments owned by the Company that have been loaned or pledged to counterparties where those counterparties do not have the right to sell or repledge the collateral were as follows:

	At June 30, 2010		At December 31, 2009
	(dollars in millions)
Financial instruments owned:
U.S. government and agency securities	$	19,671	$	18,376
Other sovereign government obligations		5,366		4,584
Corporate and other debt		13,209		13,111
Corporate equities		12,243		10,284
Total	$	50,489	$	46,355

The Company enters into reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions to, among other things, acquire securities to cover short positions and settle other securities obligations, to accommodate customers’ needs and to finance the Company’s inventory positions. The Company’s policy is generally to take possession of Securities purchased under agreements to resell. The Company also engages in securities financing transactions for customers through margin lending. Under these agreements and transactions, the Company either receives or provides collateral, including U.S. government and agency securities, other sovereign government obligations, corporate and other debt, and corporate equities. The Company receives collateral in the form of securities in connection with reverse repurchase agreements, securities borrowed and derivative transactions, and customer margin loans. In many cases, the Company is permitted to sell or repledge these securities held as collateral and use the securities to secure repurchase agreements, to enter into securities lending and derivative transactions or for delivery to counterparties to cover short positions. At June 30, 2010 and December 31, 2009, the fair value of financial instruments received as collateral where the Company is permitted to sell or repledge the securities was $523 billion and $429 billion, respectively, and the fair value of the portion that had been sold or repledged was $386 billion and $311 billion, respectively.

The Company additionally receives securities as collateral in connection with certain securities for securities transactions in which the Company is the lender. In instances where the Company is permitted to sell or repledge

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

these securities, the Company reports the fair value of the collateral received and the related obligation to return the collateral in the condensed consolidated statements of financial condition. At June 30, 2010 and December 31, 2009, $14,781 million and $13,656 million, respectively, were reported as Securities received as collateral and an Obligation to return securities received as collateral in the condensed consolidated statements of financial condition. Collateral received in connection with these transactions that was subsequently repledged was approximately $14 billion and $13 billion at June 30, 2010 and December 31, 2009, respectively.

The Company manages credit exposure arising from reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Company, in the event of a customer default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations. The Company also monitors the fair value of the underlying securities as compared with the related receivable or payable, including accrued interest, and, as necessary, requests additional collateral to ensure such transactions are adequately collateralized. Where deemed appropriate, the Company’s agreements with third parties specify its rights to request additional collateral. Customer receivables generated from margin lending activity are collateralized by customer-owned securities held by the Company. For these transactions, adherence to the Company’s collateral policies significantly limits the Company’s credit exposure in the event of customer default. The Company may request additional margin collateral from customers, if appropriate, and, if necessary, may sell securities that have not been paid for or purchase securities sold but not delivered from customers.

At June 30, 2010 and December 31, 2009, cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements were as follows:

	At June 30, 2010		At December 31, 2009
	(dollars in millions)
Cash deposited with clearing organizations or segregated under federal and other regulations or requirements	$	21,930	$	23,712
Securities(1)		17,599		11,296
Total	$	39,529	$	35,008

(1) Securities deposited with clearing organizations or segregated under federal and other regulations or requirements are sourced from Federal funds sold and securities purchased under agreements to resell and Financial instruments owned in the condensed consolidated statements of financial condition.

Other secured financings include the liabilities related to transfers of financial assets that are accounted for as financings rather than sales, consolidated VIEs where the Company is deemed to be the primary beneficiary, and certain equity-linked notes and borrowings where in all instances these liabilities are payable from the cash flows of the related assets accounted for as Financial instruments owned (see Note 7).

7. Variable Interest Entities and Securitization Activities.

The Company is involved with various special purpose entities (“SPEs”) in the normal course of business. In most cases, these entities are deemed to be VIEs.

The Company applies accounting guidance for consolidation of VIEs to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Entities that

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

previously met the criteria as QSPEs that were not subject to consolidation prior to January 1, 2010 became subject to the consolidation requirements for VIEs on that date. Excluding entities subject to the Deferral (as defined in Note 2), effective January 1, 2010, the primary beneficiary of a VIE is the party that both (1) has the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (2) has an obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. The Company consolidates entities of which it is the primary beneficiary.

The Company’s variable interests in VIEs include debt and equity interests, commitments, guarantees, derivative instruments and certain fees. The Company’s involvement with VIEs arises primarily from:

• Interests purchased in connection with market making and retained interests held as a result of securitization activities.

• Guarantees issued and residual interests retained in connection with municipal bond securitizations.

• Loans and investments made to VIEs that hold debt, equity, real estate or other assets.

• Derivatives entered into with VIEs.

• Structuring of credit-linked notes (“CLNs”) or other asset-repackaged notes designed to meet the investment objectives of clients.

• Other structured transactions designed to provide tax-efficient yields to the Company or its clients.

The Company determines whether it is the primary beneficiary of a VIE upon its initial involvement with the VIE and reassesses whether it is the primary beneficiary on an ongoing basis as long as it has any continuing involvement with the VIE. This determination is based upon an analysis of the design of the VIE, including the VIE’s structure and activities, the power to make significant economic decisions held by the Company and by other parties and the variable interests owned by the Company and other parties.

The power to make the most important decisions may take a number of different forms in different types of VIEs. The Company considers servicing or collateral management decisions as representing the power to make the most important economic decisions in transactions such as securitizations or collateral debt obligations.

For many transactions, such as CLNs and other asset-repackaged notes, there are no significant economic decisions made on an ongoing basis. In these cases, the Company focuses its analysis on decisions made prior to the initial closing of the transaction and at the termination of the transaction. Based upon factors, which include an analysis of the nature of the assets, the number of investors, the standardization of the legal documentation and the level of the continuing involvement by the Company, the Company concluded in most of these transactions that decisions made prior to the initial closing were shared between the Company and the initial investors. The Company focused its control decision on any right held by the Company or investors related to the termination of the VIE.

Except for consolidated VIEs included in other structured financings in the tables below, the Company accounts for the assets held by the entities primarily in Financial instruments owned and the liabilities of the entities as Other secured financings in the condensed consolidated statements of financial condition. The Company includes assets held by consolidated VIEs included in other structured financings in the tables below primarily in Receivables, Premises, equipment and software costs and Other assets and the liabilities primarily as Other liabilities and accrued expenses and Payables in the condensed consolidated statements of financial condition. Except for consolidated VIEs included in other structured financings, the assets and liabilities are measured at fair value, with changes in fair value reflected in earnings.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The assets owned by many consolidated VIEs cannot be removed unilaterally by the Company and are not generally available to the Company. The related liabilities issued by many consolidated VIEs are non-recourse to the Company. In certain other consolidated VIEs, the Company has the unilateral right to remove assets or provides additional recourse through derivatives such as total return swaps, guarantees or other forms of involvement.

The following tables present information at June 30, 2010 and December 31, 2009 about VIEs that the Company consolidates. Consolidated VIE assets and liabilities are presented after intercompany eliminations and include assets financed on a non-recourse basis. As a result of the accounting guidance adopted on January 1, 2010, the Company consolidated a number of VIEs that had not previously been consolidated and de-consolidated a number of VIEs that had previously been consolidated at December 31, 2009.

	At June 30, 2010
	Mortgage and Asset-backed Securitizations		Collateralized Debt Obligations		Managed Real Estate Partnerships		Other Structured Financings		Other
	(dollars in millions)
VIE assets	$	4,128	$	87	$	1,871	$	647	$	1,944
VIE liabilities	$	3,301	$	72	$	136	$	2,633	$	699

	At December 31, 2009
	Mortgage and Asset-backed Securitizations		Credit and Real Estate		Commodities Financing		Other Structured Financings
	(dollars in millions)
VIE assets	$	2,715	$	2,629	$	1,509	$	762
VIE liabilities	$	992	$	687	$	1,370	$	73

In general, the Company’s exposure to loss in consolidated VIEs is limited to losses that would be absorbed on the VIE’s assets recognized in its financial statements, net of losses absorbed by third-party holders of the VIE’s liabilities. At June 30, 2010, managed real estate partnerships reflected non-controlling interests of $1,255 million. The Company also has additional maximum exposure to losses of approximately $858 million and $533 million at June 30, 2010 and December 31, 2009, respectively. This additional exposure relates primarily to certain derivatives (e.g., credit derivatives in which the Company has sold unfunded protection in synthetic collateralized debt obligations, typically for the most senior tranche, in which the total protection sold by the VIE exceeds the amount of collateral held) and commitments, guarantees and other forms of involvement.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents information about certain non-consolidated VIEs in which the Company had variable interests at June 30, 2010. Many of the VIEs included in this table met the QSPE requirements under previous accounting guidance. QSPEs were not included as non-consolidated VIEs in prior periods. The table includes all VIEs in which the Company has determined that its maximum exposure to loss is greater than specific thresholds or meets certain other criteria. The non-consolidated VIEs included in the June 30, 2010 and December 31, 2009 tables are based on different criteria.

	At June 30, 2010
	Mortgage and Asset-backed Securitizations		Collateralized Debt Obligations		Municipal Tender Option Bonds		Other Structured Financings		Other
	(dollars in millions)
VIE assets that the Company does not consolidate (unpaid principal balance)(1)	$	170,936	$	9,330	$	7,063	$	2,098	$	10,418
Maximum exposure to loss:
Debt and equity interests(2)	$	10,848	$	740	$	48	$	1,083	$	2,563
Derivatives and other contracts		808		1,645		—		—		3,374
Commitments, guarantees and other		—		—		4,448		779		496
Total maximum exposure to loss	$	11,656	$	2,385	$	4,496	$	1,862	$	6,433
Carrying value of exposure to loss—Assets:
Debt and equity interests(2)	$	10,848	$	740	$	48	$	833	$	2,563
Derivatives and other contracts		784		1,251		—		—		3,314
Total carrying value of exposure to loss—Assets	$	11,632	$	1,991	$	48	$	833	$	5,877
Carrying value of exposure to loss—Liabilities:
Derivatives and other contracts	$	24	$	529	$	—	$	—	$	60
Commitments, guarantees and other		—		—		24		47		309
Total carrying value of exposure to loss—Liabilities	$	24	$	529	$	24	$	47	$	369

(1) Mortgage and asset-backed securitizations include VIE assets as follows: $23.0 billion of residential mortgages; $82.0 billion of commercial mortgages; $48.0 billion of U.S. agency collateralized mortgage obligations and $18.0 billion of other consumer or commercial loans.

(2) Mortgage and asset-backed securitizations include VIE debt and equity interests as follows: $1.3 billion of residential mortgages; $2.0 billion of commercial mortgages; $6.0 billion of U.S. agency collateralized mortgage obligations and $1.5 billion of other consumer or commercial loans.

The Company’s maximum exposure to loss often differs from the carrying value of the VIE’s assets. The maximum exposure to loss is dependent on the nature of the Company’s variable interest in the VIEs and is limited to the notional amounts of certain liquidity facilities, other credit support, total return swaps, written put options, and the fair value of certain other derivatives and investments the Company has made in the VIEs. Liabilities issued by VIEs generally are non-recourse to the Company. Where notional amounts are utilized in quantifying maximum exposure related to derivatives, such amounts do not reflect fair value writedowns already recorded by the Company.

The Company’s maximum exposure to loss does not include the offsetting benefit of any financial instruments that the Company may utilize to hedge these risks associated with the Company’s variable interests. In addition, the Company’s maximum exposure to loss is not reduced by 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.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Securitization transactions generally involve VIEs. The Company owned additional securities issued by securitization SPEs for which the maximum exposure to loss is less than specific thresholds. These additional securities totaled $6.0 billion at June 30, 2010. These securities were either retained in connection with transfers of assets by the Company or acquired in connection with secondary market-making activities. Securities issued by securitization SPEs consist of $1.7 billion of securities backed primarily by residential mortgage loans, $0.9 billion of securities backed by U.S. agency collateralized mortgage obligations, $1.5 billion of securities backed by commercial mortgage loans, $1.4 billion of securities backed by collateralized debt obligations or collateralized loan obligations and $0.5 billion backed by other consumer loans, such as credit card receivables, automobile loans and student loans. The Company’s primary risk exposure is limited to the securities issued by the SPE owned by the Company, with the risk highest on the most subordinate class of beneficial interests. These securities generally are included in Financial instruments owned—Corporate and other debt and are measured at fair value. The Company does not provide additional support in these transactions through contractual facilities, such as liquidity facilities, guarantees, or similar derivatives. The Company’s maximum exposure to loss is equal to the fair value of the securities owned.

The following table presents information about the Company’s non-consolidated VIEs at December 31, 2009 in which the Company had significant variable interests or served as the sponsor and had any variable interest as of that date. The non-consolidated VIEs included in the June 30, 2010 and December 31, 2009 tables are based on different criteria.

	At December 31, 2009
	Mortgage and Asset-backed Securitizations		Credit and Real Estate		Municipal Tender Option Bond Trusts		Other Structured Financings
	(dollars in millions)
VIE assets that the Company does not consolidate	$	720	$	11,848	$	339	$	5,775
Maximum exposure to loss:
Debt and equity interests	$	16	$	2,330	$	40	$	861
Derivatives and other contracts		1		4,949		—		—
Commitments, guarantees and other		—		200		31		623
Total maximum exposure to loss	$	17	$	7,479	$	71	$	1,484
Carrying value of exposure to loss—Assets:
Debt and equity interests	$	16	$	2,330	$	40	$	682
Derivatives and other contracts		1		2,382		—		—
Total carrying value of exposure to loss—Assets	$	17	$	4,712	$	40	$	682
Carrying value of exposure to loss—Liabilities:
Derivatives and other contracts	$	—	$	484	$	—	$	—
Commitments, guarantees and other		—		—		—		45
Total carrying value of exposure to loss—Liabilities	$	—	$	484	$	—	$	45

The Company’s transactions with VIEs primarily includes securitizations, municipal tender option bond trusts, credit protection purchased through CLNs, collateralized loan and debt obligations, equity-linked notes, managed real estate partnerships and asset management investment funds. Such activities are described below.

Securitization Activities.    In a securitization transaction, the Company transfers assets (generally commercial or residential mortgage loans or U.S. agency securities) to an SPE, sells to investors most of the beneficial interests,

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

such as notes or certificates, issued by the SPE and in many cases retains other beneficial interests. In many securitization transactions involving commercial mortgage loans, the Company transfers a portion of the assets transferred to the SPE with unrelated parties transferring the remaining assets.

The purchase of the transferred assets by the SPE is financed through the sale of these interests. In some of these transactions, primarily involving residential mortgage loans in the U.S. and Europe and commercial mortgage loans in Europe, the Company serves as servicer for some or all of the transferred loans. In many securitizations, particularly involving residential mortgage loans, the Company also enters into derivative transactions, primarily interest rate swaps or interest rate caps, with the SPE.

In most of these transactions, the SPE met the criteria to be a QSPE under the accounting guidance effective prior to January 1, 2010 for the transfer and servicing of financial assets. The Company did not consolidate QSPEs if they met certain criteria regarding the types of assets and derivatives they held, the activities in which they engaged and the range of discretion they may have exercised in connection with the assets they held. SPEs that formerly met the criteria to be a QSPE are now subject to the same consolidation requirements as other VIEs.

The primary risk retained by the Company in connection with these transactions generally is limited to the beneficial interests issued by the SPE that are owned by the Company, with the risk highest on the most subordinate class of beneficial interests. These beneficial interests generally are included in Financial instruments owned—Corporate and other debt and are measured at fair value. The Company does not provide additional support in these transactions through contractual facilities, such as liquidity facilities, guarantees, or similar derivatives.

Although not obligated, the Company generally makes a market in the securities issued by SPEs in these transactions. As a market maker, the Company offers to buy these securities from, and sell these securities to, investors. Securities purchased through these market-making activities are not considered to be retained interests, although these beneficial interests generally are included in Financial instruments owned—Corporate and other debt and are measured at fair value.

The Company enters into derivatives, generally interest rate swaps and interest rate caps with a senior payment priority in many securitization transactions. The risks associated with these and similar derivatives with SPEs are essentially the same as similar derivatives with non-SPE counterparties and are managed as part of the Company’s overall exposure.

See Note 10 for further information on derivative instruments and hedging activities.

Municipal Tender Option Bond Trusts.    In a municipal tender option bond transaction, the Company, on behalf of a client, transfers a municipal bond to a trust. The trust issues short-term securities which the Company, as the remarketing agent, sells to investors. The client retains a residual interest. The short-term securities are supported by a liquidity facility pursuant to which the investors may put their short-term interests. In some programs, the Company provides this liquidity facility; in most programs, a third-party provider will provide such liquidity facility. The Company may purchase short-term securities in its role either as remarketing agent or liquidity provider. The client can generally terminate the transaction at any time. The liquidity provider can generally terminate the transaction upon the occurrence of certain events. When the transaction is terminated, the municipal bond is generally sold or returned to the client. Any losses suffered by the liquidity provider upon the sale of the bond are the responsibility of the client. This obligation generally is collateralized.

Credit Protection Purchased Through CLNs.    In a CLN transaction, the Company transfers assets (generally high quality securities or money market investments) to an SPE, enters into a derivative transaction in which the SPE writes protection on an unrelated reference asset or group of assets through a credit default swap, a total

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

return swap or similar instrument, and sells to investors the securities issued by the SPE. In some transactions, the Company may also enter into interest rate or currency swaps with the SPE. Upon the occurrence of a credit event related to the reference asset, the SPE will sell the collateral securities in order to make the payment to the Company. The Company is generally exposed to price changes on the collateral securities in the event of a credit event and subsequent sale. These transactions are designed to provide investors with exposure to certain credit risk on the reference asset. In some transactions, the assets and liabilities of the SPE are recognized in the Company’s condensed consolidated financial statements. In other transactions, the transfer of the collateral securities is accounted for as a sale of assets and the SPE is not consolidated. The structure of the transaction determines the accounting treatment. CLNs are included in Other in the above VIE tables.

The derivatives in CLN transactions consist of total return swaps, credit default swaps or similar contracts in which the Company has purchased protection on a reference asset or group of assets. Payments by the SPE are collateralized. The risks associated with these and similar derivatives with SPEs are essentially the same as similar derivatives with non-SPE counterparties and are managed as part of the Company’s overall exposure.

Other Structured Financings.    The Company primarily invests in equity interests issued by entities that develop and own low income communities (including low income housing projects) and entities that construct and own facilities that will generate energy from renewable resources. The equity interests entitle the Company to its share of tax credits and tax losses generated by these projects. In addition, the Company has issued guarantees to investors in certain low-income housing funds. The guarantees are designed to return an investor’s contribution to a fund and the investor’s share of tax losses and tax credits expected to be generated by the fund. The Company is also involved with entities designed to provide tax-efficient yields to the Company or its clients.

Collateralized Loan and Debt Obligations.    A collateralized loan obligation (“CLO”) or a CDO is an SPE that purchases a pool of assets, consisting of corporate loans, corporate bonds, asset-backed securities or synthetic exposures on similar assets through derivatives and issues multiple tranches of debt and equity securities to investors.

Equity-Linked Notes.    In an equity-linked note transaction included in the tables above, the Company typically transfers to an SPE either (1) a note issued by the Company, the payments on which are linked to the performance of a specific equity security, equity index or other index or (2) debt securities issued by other companies and a derivative contract, the terms of which will relate to the performance of a specific equity security, equity index or other index. These transactions are designed to provide investors with exposure to certain risks related to the specific equity security, equity index or other index. Equity-linked notes are included in Other in the above VIE tables.

Managed Real Estate Partnerships.    The Company sponsors funds that invest in real estate assets. Certain of these funds are classified as VIEs primarily because the Company has provided financial support through lending facilities and other means. The Company also serves as the general partner for these funds and owns limited partnership interests in them. These funds are consolidated at June 30, 2010.

Asset Management Investment Funds.    The tables above do not include certain investments made by the Company held by entities qualifying for accounting purposes as investment companies.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Transfers of Assets with Continuing Involvement.

The following table presents information at June 30, 2010 regarding transactions with SPEs in which the Company, acting as principal, transferred assets with continuing involvement and received sales treatment. The transferees in most of these transactions formerly met the criteria for QSPEs.

	At June 30, 2010
	Residential Mortgage Loans		Commercial Mortgage Loans		U.S. Agency Collateralized Mortgage Obligations		Credit- Linked Notes and Other
	(dollars in millions)
SPE assets (unpaid principal balance)(1)	$	51,643	$	90,189	$	19,787	$	11,738
Retained interests (fair value):
Investment grade	$	66	$	513	$	1,529	$	7
Non-investment grade		218		165		—		2,333
Total retained interests (fair value)	$	284	$	678	$	1,529	$	2,340
Interests purchased in the secondary market (fair value):
Investment grade	$	91	$	376	$	106	$	1
Non-investment grade		78		45		1		9
Total interests purchased in the secondary market (fair value)	$	169	$	421	$	107	$	10
Derivative assets (fair value)	$	107	$	992	$	—	$	135
Derivative liabilities (fair value)	$	21	$	—	$	—	$	33

(1) Amounts include assets transferred by unrelated transferors.

	At June 30, 2010
	Level 1		Level 2		Level 3		Total
	(dollars in millions)
Retained interests (fair value):
Investment grade	$	—	$	1,615	$	500	$	2,115
Non-investment grade		—		309		2,407		2,716
Total retained interests (fair value)	$	—	$	1,924	$	2,907	$	4,831
Interests purchased in the secondary market (fair value):
Investment grade	$	—	$	549	$	25	$	574
Non-investment grade		—		104		29		133
Total interests purchased in the secondary market (fair value)	$	—	$	653	$	54	$	707
Derivative assets (fair value)	$	—	$	883	$	351	$	1,234
Derivative liabilities (fair value)	$	—	$	36	$	18	$	54

Transferred assets are carried at fair value prior to securitization, and any changes in fair value are recognized in the condensed consolidated statements of income. The Company may act as underwriter of the beneficial interests issued by securitization vehicles. Investment banking underwriting net revenues are recognized in connection with these transactions. The Company may retain interests in the securitized financial assets as one or more tranches of the securitization. These retained interests are included in the condensed consolidated statements of financial condition at fair value. Any changes in the fair value of such retained interests are recognized in the condensed consolidated statements of income.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net gains at the time of securitization were not material in the six months ended June 30, 2010.

During the six months ended June 30, 2010, the Company received proceeds from new securitization transactions of $10.0 billion. During the six months ended June 30, 2010, the Company received proceeds from cash flows from retained interests in securitization transactions of $2.8 billion.

The Company provides representations and warranties that certain assets transferred in securitization transactions conform to specific guidelines (see Note 11).

Failed Sales.

In order to be treated as a sale of assets for accounting purposes, a transaction must meet all of the criteria stipulated in the accounting guidance for the transfer of financial assets. If the transfer fails to meet these criteria, that transfer is treated as a failed sale. In such case, the Company continues to recognize the assets in Financial instruments owned and the Company recognizes the associated liabilities in Other secured financings in the condensed consolidated statements of financial condition.

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

The following tables present information about transfers of assets treated by the Company as secured financings at June 30, 2010 and December 31, 2009:

	At June 30, 2010
	Commercial Mortgage Loans		Credit- Linked Notes		Equity- Linked Transactions		Other
	(dollars in millions)
Assets
Fair value	$	93	$	763	$	1,767	$	167
Other secured financings
Fair value		54		761		1,767		167

	At December 31, 2009
	Residential Mortgage Loans		Commercial Mortgage Loans		Credit- Linked Notes		Other
	(dollars in millions)
Assets
Unpaid principal amount	$	376	$	324	$	1,059	$	1,332
Fair value		151		291		1,012		1,294
Other secured financings
Unpaid principal amount		267		271		1,025		1,332
Fair value		138		269		978		1,294

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Mortgage Servicing Activities.

Mortgage Servicing Rights.    The Company may retain servicing rights to certain mortgage loans that are sold through its securitization activities. These transactions create an asset referred to as MSRs, which totaled approximately $139 million and $137 million at June 30, 2010 and December 31, 2009, respectively, and are included within Intangible assets and carried at fair value in the condensed consolidated statements of financial condition.

SPE Mortgage Servicing Activities.    The Company services residential mortgage loans in the U.S. and Europe and commercial mortgage loans in Europe owned by SPEs, including SPEs sponsored by the Company and SPEs not sponsored by the Company. The Company generally holds retained interests in Company-sponsored SPEs. In some cases, as part of its market making activities, the Company may own some beneficial interests issued by both Company-sponsored and non-Company sponsored SPEs.

The Company provides no credit support as part of its servicing activities. The Company is required to make servicing advances to the extent that it believes that such advances will be reimbursed. Reimbursement of servicing advances is a senior obligation of the SPE, senior to the most senior beneficial interests outstanding. Outstanding advances are included in Other assets and are recorded at cost. Advances at June 30, 2010 and December 31, 2009 totaled approximately $1.6 billion and $2.2 billion, respectively, net of reserves of $15 million and $23 million at June 30, 2010 and December 31, 2009, respectively.

The following tables present information about the Company’s mortgage servicing activities for SPEs to which the Company transferred loans at June 30, 2010 and December 31, 2009:

	At June 30, 2010
	Residential Mortgage Unconsolidated SPEs			Residential Mortgage Consolidated SPEs			Commercial Mortgage Unconsolidated SPEs		Commercial Mortgage Consolidated SPEs
	(dollars in millions)
Assets serviced (unpaid principal balance)	$	12,253		$	2,232		$	7,408	$	2,008
Amounts past due 90 days or greater (unpaid principal balance)(1)	$	5,391		$	831		$	—	$	—
Percentage of amounts past due 90 days or greater(1)		44.0	%		37.2	%		—		—
Credit losses	$	612		$	40		$	—	$	—

(1) Includes loans that are at least 90 days contractually delinquent, loans for which the borrower has filed for bankruptcy, loans in foreclosure and real estate owned.

	At December 31, 2009
	Residential Mortgage QSPEs			Residential Mortgage Failed Sales			Commercial Mortgage QSPEs
	(dollars in millions)
Assets serviced (unpaid principal balance)	$	18,902		$	1,110		$	10,901
Amounts past due 90 days or greater (unpaid principal balance)(1)	$	7,297		$	408		$	5
Percentage of amounts past due 90 days or greater(1)		38.6	%		36.8	%		—

(1) Includes loans that are at least 90 days contractually delinquent, loans for which the borrower has filed for bankruptcy, loans in foreclosure and real estate owned.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company also serviced residential and commercial mortgage loans for SPEs sponsored by unrelated parties with unpaid principal balances totaling $15 billion and $20 billion at June 30, 2010 and December 31, 2009, respectively.

8. Goodwill and Net Intangible Assets.

The Company tests goodwill for impairment on an annual basis and on an interim basis when certain events or circumstances exist. The Company tests for impairment at the reporting unit level, which is generally one level below its business segments. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of the impairment.

The estimated fair values of the reporting units are generally determined utilizing methodologies that incorporate price-to-book, price-to-earnings and assets under management multiples of certain comparable companies.

Due to the volatility in the equity markets, the economic outlook and the Company’s common shares trading below book value during the quarter ended June 30, 2010, the Company performed an impairment test for its reporting units at June 30, 2010, which did not result in any goodwill impairment. The analysis, however, did indicate that for one reporting unit, its estimated fair value did not significantly exceed its book value. At June 30, 2010, this reporting unit had a goodwill balance of approximately $400 million. The estimated fair value of the reporting unit incorporated the share price of certain publicly traded comparable companies and, accordingly, a decline in the equity markets would negatively impact the estimated fair value. Thus, a goodwill impairment could occur in future periods, should market conditions deteriorate.

Goodwill.

Changes in the carrying amount of the Company’s goodwill, net of accumulated impairment losses for the six months ended June 30, 2010 were as follows:

	Institutional Securities			Global Wealth Management Group			Asset Management			Total
	(dollars in millions)
Goodwill at December 31, 2009	$	373		$	5,618		$	1,171		$	7,162
Foreign currency translation adjustments and other		(7	)		(2	)		—			(9	)
Goodwill disposed of during the period(1)		—			—			(404	)		(404	)
Goodwill at June 30, 2010(2)	$	366		$	5,616		$	767		$	6,749

(1) The Asset Management business segment activity represents goodwill disposed of in connection with the sale of Retail Asset Management (see Note 1).

(2) The amount of the Company’s goodwill before accumulated impairments of $673 million at June 30, 2010 was $7,422 million.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net Intangible Assets.

Changes in the carrying amount of the Company’s intangible assets for the six months ended June 30, 2010 were as follows:

	Institutional Securities			Global Wealth Management Group			Asset Management			Total
	(dollars in millions)
Amortizable net intangible assets at December 31, 2009	$	161		$	4,292		$	184		$	4,637
Mortgage servicing rights (see Note 7)		135			2			—			137
Indefinite-lived intangible assets		—			280			—			280
Net intangible assets at December 31, 2009	$	296		$	4,574		$	184		$	5,054
Amortizable net intangible assets at December 31, 2009	$	161		$	4,292		$	184		$	4,637
Foreign currency translation adjustments and other		(6	)		1			—			(5	)
Amortization expense		(7	)		(164	)		(5	)		(176	)
Impairment losses		—			—			(27	)		(27	)
Intangible assets acquired during the period(1)		80			—			—			80
Intangible assets disposed of during the period(2)		—			—			(4	)		(4	)
Amortizable net intangible assets at June 30, 2010		228			4,129			148			4,505
Mortgage servicing rights (see Note 7)		136			3			—			139
Indefinite-lived intangible assets		—			280			—			280
Net intangible assets at June 30, 2010	$	364		$	4,412		$	148		$	4,924

(1) The Institutional Securities business segment activity primarily represents certain re-insurance licenses.

(2) The Asset Management business segment activity represents intangible assets disposed of in connection with the sale of Retail Asset Management (see Note 1).

9. Long-Term Borrowings.

The Company’s long-term borrowings included the following components:

	At June 30, 2010		At December 31, 2009
	(dollars in millions)
Senior debt	$	168,185	$	178,797
Subordinated debt		4,117		3,983
Junior subordinated debentures		10,508		10,594
Total	$	182,810	$	193,374

During the six months ended June 30, 2010, the Company issued notes with a principal amount of approximately $14 billion representing senior unsecured notes that were not guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). The amount included non-U.S. dollar currency notes aggregating approximately $2 billion. During the six months ended June 30, 2010, approximately $18 billion of notes were repaid.

The weighted average maturity of the Company’s long-term borrowings, based upon stated maturity dates, was approximately 5.7 years and 5.6 years at June 30, 2010 and December 31, 2009, respectively.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FDIC’s Temporary Liquidity Guarantee Program (“TLGP”).

At June 30, 2010 and December 31, 2009, the Company had long-term debt outstanding of $23.8 billion under the TLGP. These borrowings are senior unsecured debt obligations of the Company and guaranteed by the FDIC under the TLGP. The FDIC has concluded that the guarantee is backed by the full faith and credit of the U.S. government.

10.    Derivative Instruments and Hedging Activities.

The Company trades, makes markets and takes proprietary positions globally in listed futures, OTC swaps, forwards, options and other derivatives referencing, among other things, interest rates, currencies, investment grade and non-investment grade corporate credits, loans, bonds, U.S. and other sovereign securities, emerging market bonds and loans, credit indices, asset-backed security indices, property indices, mortgage-related and other asset-backed securities and real estate loan products. The Company uses these instruments for trading, foreign currency exposure management, and asset and liability management.

The Company manages its trading positions by employing a variety of risk mitigation strategies. These strategies include diversification of risk exposures and hedging. Hedging activities consist of the purchase or sale of positions in related securities and financial instruments, including a variety of derivative products (e.g., futures, forwards, swaps and options). The Company manages the market risk associated with its trading activities on a Company-wide basis, on a worldwide trading division level and on an individual product basis.

The Company incurs credit risk as a dealer in OTC derivatives. Credit risk with respect to derivative instruments arises from the failure of a counterparty to perform according to the terms of the contract. The Company’s exposure to credit risk at any point in time is represented by the fair value of the derivative contracts reported as assets. The fair value of a derivative represents the amount at which the derivative could be exchanged in an orderly transaction between market participants, and is further described in Notes 2 and 4.

In connection with its derivative activities, the Company generally enters into master netting agreements and collateral arrangements with counterparties. These agreements provide the Company with the ability to offset a counterparty’s rights and obligations, request additional collateral when necessary or liquidate the collateral in the event of counterparty default.

The tables below present a summary by counterparty credit rating and remaining contract maturity of the fair value of OTC derivatives in a gain position at June 30, 2010 and December 31, 2009, respectively. Fair value is presented in the final column net of collateral received (principally cash and U.S. government and agency securities):

OTC Derivative Products—Financial Instruments Owned at June 30, 2010(1)

	Years to Maturity								Cross-Maturity and Cash Collateral Netting(3)			Net Exposure Post-Cash Collateral		Net Exposure Post- Collateral
Credit Rating(2)	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
AAA	$	527	$	1,884	$	2,759	$	10,698	$	(6,756	)	$	9,112	$	8,667
AA		6,124		5,474		5,368		18,184		(27,917	)		7,233		6,409
A		9,026		10,209		7,269		29,043		(40,672	)		14,875		12,839
BBB		3,774		4,853		2,803		9,120		(11,566	)		8,984		7,049
Non-investment grade		2,860		3,109		1,892		4,309		(4,118	)		8,052		5,847
Total	$	22,311	$	25,529	$	20,091	$	71,354	$	(91,029	)	$	48,256	$	40,811

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(1) Fair values shown represent the Company’s net exposure to counterparties related to the Company’s OTC derivative products. The table does not include listed derivatives and the effect of any related hedges utilized by the Company. The table also excludes fair values corresponding to other credit exposures, such as those arising from the Company’s lending activities.

(2) Obligor credit ratings are determined by the Company’s Credit Risk Management Department.

(3) Amounts represent the netting of receivable balances with payable balances for the same counterparty across maturity categories. Receivable and payable balances with the same counterparty in the same maturity category are netted within such maturity category, where appropriate. Cash collateral received is netted on a counterparty basis, provided legal right of offset exists.

OTC Derivative Products—Financial Instruments Owned at December 31, 2009(1)

	Years to Maturity								Cross-Maturity and Cash Collateral Netting(3)			Net Exposure Post-Cash Collateral		Net Exposure Post- Collateral
Credit Rating(2)	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
AAA	$	852	$	2,026	$	3,876	$	9,331	$	(6,616	)	$	9,469	$	9,082
AA		6,469		7,855		6,600		15,071		(25,576	)		10,419		8,614
A		8,018		10,712		7,990		22,739		(38,971	)		10,488		9,252
BBB		3,032		4,193		2,947		7,524		(8,971	)		8,725		5,902
Non-investment grade		2,773		3,331		2,113		4,431		(4,534	)		8,114		6,525
Total	$	21,144	$	28,117	$	23,526	$	59,096	$	(84,668	)	$	47,215	$	39,375

(1) Fair values shown represent the Company’s net exposure to counterparties related to the Company’s OTC derivative products. The table does not include listed derivatives and the effect of any related hedges utilized by the Company. The table also excludes fair values corresponding to other credit exposures, such as those arising from the Company’s lending activities.

(2) Obligor credit ratings are determined by the Company’s Credit Risk Management Department.

(3) Amounts represent the netting of receivable balances with payable balances for the same counterparty across maturity categories. Receivable and payable balances with the same counterparty in the same maturity category are netted within such maturity category, where appropriate. Cash collateral received is netted on a counterparty basis, provided legal right of offset exists.

Hedge Accounting.

The Company applies hedge accounting using various derivative financial instruments and non-U.S. dollar-denominated debt used to hedge interest rate and foreign exchange risk arising from assets and liabilities not held at fair value as part of asset and liability management and foreign currency exposure management.

The Company’s hedges are designated and qualify for accounting purposes as one of the following types of hedge: hedges of exposure to changes in fair value of assets and liabilities being hedged (fair value hedges) and hedges of net investments in foreign operations whose functional currency is different from the reporting currency of the parent company (net investment hedges).

For all hedges where hedge accounting is being applied, effectiveness testing and other procedures to ensure the ongoing validity of the hedges are performed at least monthly.

Fair Value Hedges—Interest Rate Risk.    The Company’s designated fair value hedges consisted primarily of interest rate swaps designated as fair value hedges of changes in the benchmark interest rate of fixed rate senior long-term borrowings. The Company uses regression analysis to perform an ongoing prospective and retrospective assessment of the effectiveness of these hedging relationships (i.e., the Company applies the “long-haul” method of hedge accounting). A hedging relationship is deemed effective if the fair values of the hedging instrument (derivative) and the hedged item (debt liability) change inversely within a range of 80% to 125%. The Company considers the impact of valuation adjustments related to the Company’s own credit spreads and counterparty credit spreads to determine whether they would cause the hedging relationship to be ineffective.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For qualifying fair value hedges of benchmark interest rates, the changes in the fair value of the derivative and the changes in the fair value of the hedged liability provide offset of one another and, together with any resulting ineffectiveness, are recorded in Interest expense. When a derivative is de-designated as a hedge, any basis adjustment remaining on the hedged liability is amortized to Interest expense over the remaining life of the liability using the effective interest method.

Net Investment Hedges.    The Company may utilize forward foreign exchange contracts and non-U.S. dollar-denominated debt to manage the currency exposure relating to its net investments in non-U.S. dollar functional currency operations. No hedge ineffectiveness is recognized in earnings since the notional amounts of the hedging instruments equal the portion of the investments being hedged, and, where forward contracts are used, the currencies being exchanged are the functional currencies of the parent and investee; where debt instruments are used as hedges, they are denominated in the functional currency of the investee. The gain or loss from revaluing hedges of net investments in foreign operations at the spot rate is deferred and reported within Accumulated other comprehensive income (loss) in Equity, net of tax effects. The forward points on the hedging instruments are recorded in Interest income.

The following tables summarize the fair value of derivative instruments designated as accounting hedges and the fair value of derivative instruments not designated as accounting hedges by type of derivative contract on a gross basis at June 30, 2010 and December 31, 2009. Fair values of derivative contracts in an asset position are included in Financial instruments owned—Derivative and other contracts. Fair values of derivative contracts in a liability position are reflected in Financial instruments sold, not yet purchased—Derivative and other contracts.

	Assets at June 30, 2010					Liabilities at June 30, 2010
	Fair Value			Notional		Fair Value			Notional
	(dollars in millions)
Derivatives designated as accounting hedges:
Interest rate contracts	$	6,550		$	78,726	$	—		$	—
Foreign exchange contracts		252			7,899		173			9,093
Total derivatives designated as accounting hedges		6,802			86,625		173			9,093
Derivatives not designated as accounting hedges(1):
Interest rate contracts		747,263			15,731,042		725,842			15,771,659
Credit contracts		137,536			2,308,464		119,866			2,201,645
Foreign exchange contracts		60,666			1,327,082		64,765			1,373,390
Equity contracts		44,980			537,929		49,643			535,205
Commodity contracts		64,667			475,687		64,376			429,013
Other		289			10,569		1,665			6,444
Total derivatives not designated as accounting hedges		1,055,401			20,390,773		1,026,157			20,317,356
Total derivatives	$	1,062,203		$	20,477,398	$	1,026,330		$	20,326,449
Cash collateral netting		(69,393	)		—		(39,725	)		—
Counterparty netting		(938,957	)		—		(938,957	)		—
Total derivatives	$	53,853		$	20,477,398	$	47,648		$	20,326,449

(1) Notional amounts include net notionals related to long and short futures contracts of $69 billion and $60 billion, respectively. The variation margin on these futures contracts (excluded from the table above) of $(339) million and $6 million is included in Receivables—Brokers, dealers and clearing organizations and Payables—Brokers, dealers and clearing organizations, respectively, on the condensed consolidated statements of financial condition.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	Assets at December 31, 2009					Liabilities at December 31, 2009
	Fair Value			Notional		Fair Value			Notional
	(dollars in millions)
Derivatives designated as accounting hedges:
Interest rate contracts	$	4,343		$	69,026	$	175		$	12,248
Foreign exchange contracts		216			10,781		105			7,125
Total derivatives designated as accounting hedges		4,559			79,807		280			19,373
Derivatives not designated as accounting hedges(1):
Interest rate contracts		622,786			16,285,375		599,291			16,123,706
Credit contracts		146,064			2,557,917		125,234			2,404,995
Foreign exchange contracts		52,312			1,174,815		51,369			1,107,989
Equity contracts		41,366			476,510		49,198			492,681
Commodity contracts		64,614			453,132		63,714			414,765
Other		389			12,908		1,123			6,180
Total derivatives not designated as accounting hedges		927,531			20,960,657		889,929			20,550,316
Total derivatives	$	932,090		$	21,040,464	$	890,209		$	20,569,689
Cash collateral netting		(62,738	)		—		(31,729	)		—
Counterparty netting		(820,271	)		—		(820,271	)		—
Total derivatives	$	49,081		$	21,040,464	$	38,209		$	20,569,689

(1) Notional amounts include net notionals related to long and short futures contracts of $434 billion and $696 billion, respectively. The variation margin on these futures contracts (excluded from the table above) of $601 million and $27 million is included in Receivables—Brokers, dealers and clearing organizations and Payables—Brokers, dealers and clearing organizations, respectively, on the condensed consolidated statements of financial condition.

The following tables summarize the gains or losses reported on derivative instruments designated and qualifying as accounting hedges for the quarters and six months ended June 30, 2010 and 2009, respectively.

Derivatives Designated as Fair Value Hedges.

The following table presents gains (losses) reported on derivative instruments and the related hedge item as well as the hedge ineffectiveness included in Interest expense in the condensed consolidated statements of income from interest rate contracts:

	Three Months Ended June  30,						Six Months Ended June 30,
Product Type	2010			2009			2010			2009
	(dollars in millions)
Gain (loss) recognized on derivatives	$	1,732		$	(1,351	)	$	2,453		$	(4,110	)
(Loss) gain recognized on borrowings		(1,579	)		1,404			(2,145	)		4,094
Total	$	153		$	53		$	308		$	(16	)

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Derivatives Designated as Net Investment Hedges.

	Amount of Gains or (Losses) Recognized in OCI (effective portion)(1)
	Three Months Ended June 30,					Six Months Ended June 30,
Product Type	2010		2009			2010		2009
	(dollars in millions)
Foreign exchange contracts(2)	$	152	$	(370	)	$	372	$	(247	)
Debt instruments		—		(212	)		—		(106	)
Total	$	152	$	(582	)	$	372	$	(353	)

(1) No gains (losses) related to net investment hedges were reclassified from Other comprehensive income (“OCI”) into income during the quarters and six months ended June 30, 2010 and 2009, respectively.

(2) A gain of $3 million and a gain of $4 million were recognized in income related to amounts excluded from hedge effectiveness testing during the quarter and six months ended June 30, 2010. A gain of $9 million was recognized in income related to amounts excluded from hedge effectiveness testing during the six months ended June 30, 2009.

The table below summarizes gains (losses) on derivative instruments not designated as accounting hedges for the quarters and six months ended June 30, 2010 and 2009, respectively:

	Gains (Losses) Recognized in Income(1)(2)
	Three Months Ended June 30,						Six Months Ended June 30,
Product Type	2010			2009			2010			2009
	(dollars in millions)
Interest rate contracts	$	381		$	3,538		$	997		$	1,217
Credit contracts		1,240			(3,825	)		574			(1,386	)
Foreign exchange contracts		283			(1,646	)		193			718
Equity contracts		3,307			(2,960	)		2,829			(3,309	)
Commodity contracts		630			462			1,181			1,214
Other contracts		(466	)		480			(521	)		673
Total derivative instruments	$	5,375		$	(3,951	)	$	5,253		$	(873	)

(1) Gains (losses) on derivative contracts not designated as hedges are primarily included in Principal transactions—Trading.

(2) Gains (losses) associated with derivative contracts that have physically settled are excluded from the table above. Gains (losses) on these contracts are reflected with the associated cash instruments, which are also included in Principal transactions—Trading.

The Company also has certain embedded derivatives that have been bifurcated from the related structured borrowings. Such derivatives are classified in Long-term borrowings and had a net fair value of $71 million and $110 million at June 30, 2010 and December 31, 2009, respectively, and a notional of $2,257 million and $3,442 million at June 30, 2010 and December 31, 2009, respectively. The Company recognized gains of $27 million and $40 million related to changes in the fair value of its bifurcated embedded derivatives for the quarter and six months ended June 30, 2010, respectively. The Company recognized losses of $28 million and gains of $17 million related to changes in the fair value of its bifurcated embedded derivatives for the quarter and six months ended June 30, 2009, respectively.

At June 30, 2010 and December 31, 2009, the amount of payables associated with cash collateral received that was netted against derivative assets was $69.4 billion and $62.7 billion, respectively. The amount of receivables in respect of cash collateral paid that was netted against derivative liabilities was $39.7 billion and $31.7 billion,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

respectively. Cash collateral receivables and payables of $144 million and $111 million, respectively, at June 30, 2010, and $62 million and $227 million, respectively, at December 31, 2009, were not offset against certain contracts that did not meet the definition of a derivative.

Credit-Risk-Related Contingencies.

In connection with certain OTC trading agreements, the Company may be required to provide additional collateral or immediately settle any outstanding liability balances with certain counterparties in the event of a credit ratings downgrade. At June 30, 2010 and December 31, 2009, the aggregate fair value of derivative contracts that contain credit-risk-related contingent features that are in a net liability position totaled $37,645 million and $23,052 million, respectively, for which the Company has posted collateral of $29,946 million and $20,607 million, respectively, in the normal course of business. At June 30, 2010 and December 31, 2009, the amount of additional collateral or termination payments that could be called by counterparties under the terms of such agreements in the event of a one-notch downgrade of the Company’s long-term credit rating was approximately $845 million and $717 million, respectively. Additional collateral or termination payments of approximately $1,495 million and $975 million could be called by counterparties in the event of a two-notch downgrade at June 30, 2010 and December 31, 2009, respectively. Of these amounts, $1,862 million and $1,203 million at June 30, 2010 and December 31, 2009, respectively, related to bilateral arrangements between the Company and other parties where upon the downgrade of one party, the downgraded party must deliver incremental collateral to the other party. These bilateral downgrade arrangements are a risk management tool used extensively by the Company as credit exposures are reduced if counterparties are downgraded.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Credit Derivatives and Other Credit Contracts.

The Company enters into credit derivatives, principally through credit default swaps, under which it provides counterparties protection against the risk of default on a set of debt obligations issued by a specified reference entity or entities. A majority of the Company’s counterparties are banks, broker-dealers, insurance and other financial institutions, and monoline insurers. The table below summarizes certain information regarding protection sold through credit default swaps and CLNs at June 30, 2010:

Credit Ratings of the Reference Obligation	Protection Sold
	Maximum Potential Payout/Notional										Fair Value (Asset)/ Liability(1)(2)
	Years to Maturity
	Less than 1		1-3		3-5		Over 5		Total
	(dollars in millions)
Single name credit default swaps:
AAA	$	814	$	4,141	$	11,609	$	28,845	$	45,409	$	1,616
AA		9,732		30,313		30,692		32,737		103,474		3,829
A		33,686		96,682		81,948		44,966		257,282		(43	)
BBB		58,196		148,969		118,744		70,862		396,771		146
Non-investment grade		58,417		172,299		97,449		62,288		390,453		24,073
Total		160,845		452,404		340,442		239,698		1,193,389		29,621
Index and basket credit default swaps:
AAA		24,702		50,150		29,854		40,411		145,117		(354	)
AA		906		9,746		2,784		12,302		25,738		1,104
A		200		4,798		39,661		12,626		57,285		1,441
BBB		9,078		71,787		224,902		62,627		368,394		4,642
Non-investment grade		35,309		159,942		131,594		113,300		440,145		36,286
Total		70,195		296,423		428,795		241,266		1,036,679		43,119
Total credit default swaps sold	$	231,040	$	748,827	$	769,237	$	480,964	$	2,230,068	$	72,740
Other credit contracts(3)(4)	$	—	$	41	$	17	$	820	$	878	$	824
CLNs(4)		254		1,937		344		1,603		4,138		(1,518	)
Total credit derivatives and other credit contracts	$	231,294	$	750,805	$	769,598	$	483,387	$	2,235,084	$	72,046

(1) Fair value amounts are shown on a gross basis prior to cash collateral or counterparty netting.

(2) Fair value amounts of certain credit default swaps where the Company sold protection have an asset carrying value because credit spreads of the underlying reference entity or entities tightened during the quarter and six months ended June 30, 2010, respectively.

(3) Other credit contracts are credit default swaps that are considered hybrid instruments.

(4) Fair value amount shown represents the fair value of the hybrid instruments.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The table below summarizes certain information regarding protection sold through credit default swaps and CLNs at December 31, 2009:

Credit Ratings of the Reference Obligation	Protection Sold
	Maximum Potential Payout/Notional										Fair Value (Asset)/ Liability(1)(2)
	Years to Maturity
	Less than 1		1-3		3-5		Over 5		Total
	(dollars in millions)
Single name credit default swaps:
AAA	$	926	$	2,733	$	10,969	$	30,542	$	45,170	$	846
AA		13,355		31,475		38,360		39,424		122,614		1,355
A		35,164		101,909		100,489		50,432		287,994		(3,115	)
BBB		57,979		161,309		151,143		80,216		450,647		(6,753	)
Non-investment grade		58,408		180,311		123,972		63,871		426,562		25,870
Total		165,832		477,737		424,933		264,485		1,332,987		18,203
Index and basket credit default swaps:
AAA		41,517		59,925		51,750		53,917		207,109		(1,563	)
AA		—		1,113		4,082		17,120		22,315		1,794
A		198		3,604		25,425		5,666		34,893		(377	)
BBB		12,866		65,484		183,799		93,906		356,055		(2,101	)
Non-investment grade		40,941		160,331		160,127		132,267		493,666		27,665
Total		95,522		290,457		425,183		302,876		1,114,038		25,418
Total credit default swaps sold	$	261,354	$	768,194	$	850,116	$	567,361	$	2,447,025	$	43,621
Other credit contracts(3)(4)	$	—	$	51	$	24	$	1,089	$	1,164	$	1,118
CLNs(4)		160		74		337		668		1,239		(335	)
Total credit derivatives and other credit contracts	$	261,514	$	768,319	$	850,477	$	569,118	$	2,449,428	$	44,404

(1) Fair value amounts are shown on a gross basis prior to cash collateral or counterparty netting.

(2) Fair value amounts of certain credit default swaps where the Company sold protection have an asset carrying value because credit spreads of the underlying reference entity or entities tightened during 2009.

(3) Other credit contracts are credit default swaps that are considered hybrid instruments.

(4) Fair value amount shown represents the fair value of the hybrid instruments.

Single Name Credit Default Swaps.     A credit default swap protects the buyer against the loss of principal on a bond or loan in case of a default by the issuer. The protection buyer pays a periodic premium (generally quarterly) over the life of the contract and is protected for the period. The Company in turn will have to perform under a credit default swap if a credit event as defined under the contract occurs. Typical credit events include bankruptcy, dissolution or insolvency of the referenced entity, failure to pay and restructuring of the obligations of the referenced entity. In order to provide an indication of the current payment status or performance risk of the credit default swaps, the external credit ratings, primarily Moody’s Investors Service, Inc. (“Moody’s”) credit ratings, of the underlying reference entity of the credit default swaps are disclosed.

Index and Basket Credit Default Swaps.    Index and basket credit default swaps are credit default swaps that reference multiple names through underlying baskets or portfolios of single name credit default swaps. Generally, in the event of a default on one of the underlying names, the Company will have to pay a pro rata

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

portion of the total notional amount of the credit default index or basket contract. In order to provide an indication of the current payment status or performance risk of these credit default swaps, the weighted average external credit ratings, primarily Moody’s credit ratings, of the underlying reference entities comprising the basket or index were calculated and disclosed.

The Company also enters into index and basket credit default swaps where the credit protection provided is based upon the application of tranching techniques. In tranched transactions, the credit risk of an index or basket is separated into various portions of the capital structure, with different levels of subordination. The most junior tranches cover initial defaults, and once losses exceed the notional of the tranche, they are passed on to the next most senior tranche in the capital structure. As external credit ratings are not always available for tranched indices and baskets, credit ratings were determined based upon an internal methodology.

Credit Protection Sold Through CLNs.    The Company has invested in CLNs, which are hybrid instruments containing embedded derivatives, in which credit protection has been sold to the issuer of the note. If there is a credit event of a reference entity underlying the CLN, the principal balance of the note may not be repaid in full to the Company.

Purchased Credit Protection.    For single name credit default swaps and non-tranched index and basket credit default swaps, the Company has purchased protection with a notional amount of approximately $1.7 trillion and $1.9 trillion at June 30, 2010 and December 31, 2009, respectively, compared with a notional amount of approximately $1.9 trillion and $2.1 trillion, at June 30, 2010 and December 31, 2009, respectively, of credit protection sold with identical underlying reference obligations. In order to identify purchased protection with the same underlying reference obligations, the notional amount for individual reference obligations within non-tranched indices and baskets was determined on a pro rata basis and matched off against single name and non-tranched index and basket credit default swaps where credit protection was sold with identical underlying reference obligations. The Company may also purchase credit protection to economically hedge loans and lending commitments. In total, not considering whether the underlying reference obligations are identical, the Company has purchased credit protection of $2.3 trillion with a positive fair value of $91 billion compared with $2.2 trillion of credit protection sold with a negative fair value of $73 billion at June 30, 2010. In total, not considering whether the underlying reference obligations are identical, the Company has purchased credit protection of $2.5 trillion with a positive fair value of $65 billion compared with $2.4 trillion of credit protection sold with a negative fair value of $44 billion at December 31, 2009.

The purchase of credit protection does not represent the sole manner in which the Company risk manages its exposure to credit derivatives. The Company manages its exposure to these derivative contracts through a variety of risk mitigation strategies, which include managing the credit and correlation risk across single name, non-tranched indices and baskets, tranched indices and baskets, and cash positions. Aggregate market risk limits have been established for credit derivatives, and market risk measures are routinely monitored against these limits. The Company may also recover amounts on the underlying reference obligation delivered to the Company under credit default swaps where credit protection was sold.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

11.    Commitments, Guarantees and Contingencies.

Commitments.

The Company’s commitments associated with outstanding letters of credit and other financial guarantees obtained to satisfy collateral requirements, investment activities, corporate lending and financing arrangements, mortgage lending and margin lending at June 30, 2010 are summarized below by period of expiration. Since commitments associated with these instruments may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements:

	Years to Maturity								Total at June 30, 2010
	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
Letters of credit and other financial guarantees obtained to satisfy collateral requirements	$	690	$	—	$	2	$	5	$	697
Investment activities		967		651		138		60		1,816
Primary lending commitments—investment grade(1)(2)		10,611		29,191		3,677		112		43,591
Primary lending commitments—non-investment grade(1)		920		3,864		4,365		2,420		11,569
Secondary lending commitments(1)		49		112		137		7		305
Commitments for secured lending transactions		136		799		161		—		1,096
Forward starting reverse repurchase agreements(3)		61,151		101		—		—		61,252
Commercial and residential mortgage-related commitments(1)		1,452		—		—		—		1,452
Other commitments		122		1		150		—		273
Total	$	76,098	$	34,719	$	8,630	$	2,604	$	122,051

(1) These commitments are recorded at fair value within Financial instruments owned and Financial instruments sold, not yet purchased in the condensed consolidated statements of financial condition (see Note 4).

(2) This amount includes commitments to asset-backed commercial paper conduits of $275 million at June 30, 2010, of which $267 million have maturities of less than one year and $8 million of which have maturities of one to three years.

(3) The Company enters into forward starting securities purchased under agreements to resell (agreements that have a trade date as of or prior to June 30, 2010 and settle subsequent to period-end) that are primarily secured by collateral from U.S. government agency securities and other sovereign government obligations. These agreements primarily settle within three business days and at June 30, 2010, $58.2 billion of the $61.3 billion settled within three business days.

For further description of these commitments, refer to Note 11 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K.

The Company sponsors several nonconsolidated investment funds for third-party investors where the Company typically acts as general partner of, and investment adviser to, these funds and typically commits to invest a minority of the capital of such funds with subscribing third-party investors contributing the majority. The Company’s employees, including its senior officers, as well as the Company’s directors may participate on the same terms and conditions as other investors in certain of these funds that the Company forms primarily for client investment, except that the Company may waive or lower applicable fees and charges for its employees. The Company has contractual capital commitments, guarantees, lending facilities and counterparty arrangements with respect to these investment funds.

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Guarantees.

The table below summarizes certain information regarding the Company’s obligations under guarantee arrangements at June 30, 2010:

Type of Guarantee	Maximum Potential Payout/Notional										Carrying Amount (Asset)/ Liability			Collateral/ Recourse
	Years to Maturity								Total
	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
Credit derivative contracts(1)	$	231,040	$	748,827	$	769,237	$	480,964	$	2,230,068	$	72,740		$	—
Other credit contracts		—		41		17		820		878		824			—
CLNs		254		1,937		344		1,603		4,138		(1,518	)		—
Non-credit derivative contracts(1)(2)		696,005		399,426		154,904		219,659		1,469,994		90,317			—
Standby letters of credit and other financial guarantees issued(3)(4)		684		2,631		450		5,191		8,956		313			5,605
Market value guarantees		—		—		82		680		762		47			115
Liquidity facilities		4,521		239		187		72		5,019		24			6,704
Whole loan sales guarantees		—		—		—		42,613		42,613		60			—
General partner guarantees		145		76		106		108		435		62			—

(1) Carrying amount of derivative contracts are shown on a gross basis prior to cash collateral or counterparty netting. For further information on derivative contracts, see Note 10.

(2) Amounts include a guarantee to investors in undivided participating interests in claims the Company made against a derivative counterparty that filed for bankruptcy protection. To the extent, in the future, any portion of the claims is disallowed or reduced by the bankruptcy court in excess of a certain amount, then the Company must refund a portion of the purchase price plus interest. See Note 16 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K.

(3) Approximately $1.9 billion of standby letters of credit are also reflected in the “Commitments” table in primary and secondary lending commitments. Standby letters of credit are recorded at fair value within Financial instruments owned or Financial instruments sold, not yet purchased in the condensed consolidated statements of financial condition.

(4) Amounts include guarantees issued by consolidated real estate funds sponsored by the Company of approximately $846 million. These guarantees relate to obligations of the fund’s investee entities, including guarantees related to capital expenditures and principal and interest debt payments. Accrued losses under these guarantees of approximately $387 million are reflected as a reduction of the carrying value of the related fund investments, which are reflected in Financial instruments owned—Investments on the condensed consolidated statement of financial condition.

The Company has contractual capital commitments, guarantees, lending facilities and counterparty arrangements with respect to real estate investments of $1.2 billion at June 30, 2010. One of the Company’s real estate funds is currently engaged in negotiations with its lenders regarding a potential restructuring of loans provided to a specific investment in the fund’s portfolio. These loans have been extended to allow negotiations to continue. In that context, the lenders may allege various claims that would imply that the fund is obliged to support this investment to an extent that would exceed the fund’s available liquid resources. In that event, the fund would assert substantial defenses to such claims. The Company is not obliged to provide any support to the fund. A consolidated subsidiary is the general partner of the fund but the loans and guarantees are non-recourse to any other entity or assets of the Company. While the Company cannot provide assurance that the fund’s negotiations will result in a restructuring, it does not currently believe that the resolution of the restructuring will require the Company to pay or contribute amounts in excess of the amount of guarantees included in the dollar amount set forth above at June 30, 2010.

For further description of these commitments, refer to Note 11 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K.

The Company has obligations under certain guarantee arrangements, including contracts and indemnification agreements that contingently require a guarantor 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 guarantor to make payments to the

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guaranteed party based on another entity’s failure to perform under an agreement, as well as indirect guarantees of the indebtedness of others.

Other Guarantees and Indemnities.

In the normal course of business, the Company provides guarantees and indemnifications in a variety of commercial transactions. These provisions generally are standard contractual terms. Certain of these guarantees and indemnifications are described below.

• Trust Preferred Securities.    The Company has established Morgan Stanley Capital Trusts for the limited purpose of issuing trust preferred securities to third parties and lending the proceeds to the Company in exchange for junior subordinated debentures. The Company has directly guaranteed the repayment of the trust preferred securities to the holders thereof to the extent that the Company has made payments to a Morgan Stanley Capital Trust on the junior subordinated debentures. In the event that the Company does not make payments to a Morgan Stanley Capital Trust, holders of such series of trust preferred securities would not be able to rely upon the guarantee for payment of those amounts. The Company has not recorded any liability in the condensed consolidated financial statements for these guarantees and believes that the occurrence of any events (i.e., non-performance on the part of the paying agent) that would trigger payments under these contracts is remote. See Note 13 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K for details on the Company’s junior subordinated debentures.

• Indemnities.    The Company provides standard indemnities to counterparties for certain contingent exposures and taxes, including U.S. and foreign withholding taxes, on interest and other payments made on derivatives, securities and stock lending transactions, certain annuity products and other financial arrangements. These indemnity payments could be required based on a change in the tax laws or change in interpretation of applicable tax rulings or a change in factual circumstances. Certain contracts contain provisions that enable the Company to terminate the agreement upon the occurrence of such events. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated.

• Exchange/Clearinghouse Member Guarantees.    The Company is a member of various U.S. and non-U.S. exchanges and clearinghouses that trade and clear securities and/or derivative contracts. Associated with its membership, the Company may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchange or the clearinghouse. While the rules governing different exchange or clearinghouse memberships vary, in general the Company’s guarantee obligations would arise only if the exchange or clearinghouse had previously exhausted its resources. The maximum potential payout under these membership agreements cannot be estimated. The Company has not recorded any contingent liability in the condensed consolidated financial statements for these agreements and believes that any potential requirement to make payments under these agreements is remote.

• Guarantees on Securitized Assets.    As part of the Company’s Institutional Securities business segment’s securitization and related activities, the Company provides representations and warranties that certain assets transferred in securitization transactions conform to specified guidelines. The Company may be required to repurchase such assets or indemnify the purchaser against losses if the assets do not meet certain conforming guidelines. Due diligence is performed by the Company to ensure that asset guideline qualifications are met, and, to the extent the Company has acquired such assets from other parties, the Company seeks to obtain its own representations and warranties regarding the assets. In many securitization transactions, some, but not all, of the original asset sellers provide the representations and warranties directly to the purchaser, and the Company makes representations and warranties only with

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respect to other assets. The maximum potential amount of future payments the Company could be required to make would be equal to the current outstanding balances of assets transferred by the Company that are subject to its representations and warranties. The Company has not provided any contingent liability in the condensed consolidated financial statements for representations and warranties made in connection with securitization transactions, and it believes that the probability of any payments under those arrangements is remote.

• Merger and Acquisition Guarantees.    The Company may, from time to time, in its role as investment banking advisor be required to provide guarantees in connection with certain European merger and acquisition transactions. If required by the regulating authorities, the Company provides a guarantee that the acquirer in the merger and acquisition transaction has or will have sufficient funds to complete the transaction and would then be required to make the acquisition payments in the event the acquirer’s funds are insufficient at the completion date of the transaction. These arrangements generally cover the time frame from the transaction offer date to its closing date and, therefore, are generally short term in nature. The maximum potential amount of future payments that the Company could be required to make cannot be estimated. The Company believes the likelihood of any payment by the Company under these arrangements is remote given the level of the Company’s due diligence associated with its role as investment banking advisor.

• Guarantees on Morgan Stanley Stable Value Program.    On September 30, 2009, the Company entered into an agreement with the investment manager for the Stable Value Program (“SVP”), a fund within the Company’s 401(k) plan, and certain other third parties. Under the agreement, the Company contributed $20 million to the SVP on October 15, 2009 and recorded the contribution in Compensation and benefits expense. Additionally, the Company may have a future obligation to make a payment of $40 million to the SVP following the third anniversary of the agreement, after which the SVP would be wound down over a period of time. The future obligation is contingent upon whether the market-to-book value ratio of the portion of the SVP that is subject to certain book-value stabilizing contracts has fallen below a specific threshold and the Company and the other parties to the agreement all decline to make payments to restore the SVP to such threshold as of the third anniversary of the agreement. The Company has not recorded a liability for this guarantee in the condensed consolidated financial statements.

In the ordinary course of business, the Company 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 subsidiaries covered by these guarantees (including any related debt or trading obligations) are included in the Company’s condensed consolidated financial statements.

Contingencies.

Legal.    In the normal course of business, the Company 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. These actions have included, but are not limited to, residential mortgage-related matters, auction rate securities matters and executive compensation-related matters.

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.

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The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business, including, among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

The Company 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 condensed consolidated financial statements and the Company can reasonably estimate the amount of that loss, the Company accrues the estimated loss by a charge to income. In many proceedings, 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 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 possible to reasonably estimate the size of the possible loss or range of loss.

For certain legal proceedings, the Company can estimate 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, such losses will have a material adverse effect on the Company’s results of operations, cash flows or financial condition, other than the matter referred to in the next paragraph. For certain other legal proceedings, the Company cannot reasonably estimate such losses, if any, since the Company cannot predict with certainty if, how or when such proceedings will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial or indeterminate damages. Numerous issues must be developed, including the need to discover and determine important factual matters and the need to address novel or unsettled legal questions relevant to the proceedings in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any proceeding.

On September 25, 2009, the Company was named as a defendant in a lawsuit styled Citibank, N.A. v. Morgan Stanley & Co. International, PLC, which is pending in the United States District Court for the Southern District of New York. The lawsuit relates to a credit default swap referencing the Capmark VI CDO (“Capmark”), which was structured by Citibank, N.A. (“Citi N.A.”). At issue is whether, as part of the swap agreement, Citi N.A. was obligated to obtain the Company’s prior written consent before it exercised its rights to liquidate Capmark upon the occurrence of certain contractually-defined credit events. Citi N.A. is seeking approximately $245 million in compensatory damages plus interest and costs. On May 13, 2010, the court granted Citi N.A.’s motion for judgment on the pleadings on its claim for breach of contract. The Company plans to appeal that decision and has asserted equitable counterclaims which are still pending. Based on currently available information, however, the Company believes it is reasonably possible it could incur a loss of approximately $245 million.

12. Regulatory Requirements.

Morgan Stanley.    The Company is a financial holding company under the Bank Holding Company Act of 1956 and is subject to the regulation and oversight of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Federal Reserve establishes capital requirements for the Company, including well-capitalized standards, and evaluates the Company’s compliance with such capital requirements. The Office of the Comptroller of the Currency and the Office of Thrift Supervision establish similar capital requirements and standards for the Company’s national banks and federal savings bank, respectively.

The Company calculates its capital ratios and risk-weighted assets (“RWAs”) in accordance with the capital adequacy standards for financial holding companies adopted by the Federal Reserve. These standards are based

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upon a framework described in the “International Convergence of Capital Measurement and Capital Standards,” July 1988, as amended, also referred to as Basel I. In December 2007, the U.S. banking regulators published a final Basel II Accord that requires internationally active banking organizations, as well as certain of its U.S. bank subsidiaries, to implement Basel II standards over the next several years. The Company will be required to implement these Basel II standards as a result of becoming a financial holding company.

At June 30, 2010, the Company was in compliance with Basel I capital requirements with ratios of Tier 1 capital to RWAs of 16.5% and total capital to RWAs of 17.0% (6% and 10% being well-capitalized for regulatory purposes, respectively). In addition, financial holding companies are also subject to a Tier 1 leverage ratio as defined by the Federal Reserve. The Company calculated its Tier 1 leverage ratio as Tier 1 capital divided by adjusted average total assets (which reflects adjustments for disallowed goodwill, certain intangible assets and deferred tax assets). The adjusted average total assets are derived using weekly balances for the calendar quarter.

The following table summarizes the capital measures for the Company at June 30, 2010 and December 31, 2009:

	June 30, 2010				December 31, 2009
	Balance		Ratio		Balance		Ratio
	(dollars in millions)
Tier 1 capital	$	53,541	16.5	%	$	46,670	15.3	%
Total capital		55,278	17.0	%		49,955	16.4	%
RWAs		325,174	—			305,000	—
Adjusted average assets		810,032	—			804,456	—
Tier 1 leverage		—	6.6	%		—	5.8	%

The Company’s Significant U.S. Bank Operating Subsidiaries.    The Company’s domestic bank operating subsidiaries are subject to various regulatory capital requirements as administered by U.S. federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional, discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s U.S. bank operating subsidiaries’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company’s U.S. bank operating subsidiaries must meet specific capital guidelines that involve quantitative measures of the Company’s U.S. bank operating subsidiaries’ assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices.

At June 30, 2010, the Company’s U.S. bank operating subsidiaries met all capital adequacy requirements to which they are subject and exceeded all regulatorily mandated and targeted minimum regulatory capital requirements to be well-capitalized. There are no conditions or events that management believes have changed the Company’s U.S. bank operating subsidiaries’ category.

The table below sets forth the Company’s significant U.S. bank operating subsidiaries’ capital at June 30, 2010 and December 31, 2009.

	June 30, 2010				December 31, 2009
	Amount		Ratio		Amount		Ratio
	(dollars in millions)
Total Capital (to RWAs):
Morgan Stanley Bank, N.A.	$	9,256	21.0	%	$	8,880	18.4	%
Morgan Stanley Trust	$	774	76.4	%	$	602	70.3	%
Tier I Capital (to RWAs):
Morgan Stanley Bank, N.A.	$	7,729	17.6	%	$	7,360	15.3	%
Morgan Stanley Trust	$	774	76.3	%	$	602	70.3	%
Leverage Ratio:
Morgan Stanley Bank, N.A.	$	7,729	11.6	%	$	7,360	10.7	%
Morgan Stanley Trust	$	774	11.3	%	$	602	8.9	%

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Under regulatory capital requirements adopted by the U.S. federal banking agencies, U.S. depository institutions, in order to be considered well-capitalized, must maintain a capital ratio of Tier 1 capital to RWAs of 6%, a ratio of total capital to RWAs of 10%, and a ratio of Tier 1 capital to average book assets (leverage ratio) of 5%. Each U.S. depository institution subsidiary of the Company must be well-capitalized in order for the Company to continue to qualify as a financial holding company and to continue to engage in the broadest range of financial activities permitted to financial holding companies. At June 30, 2010, the Company’s three U.S. depository institutions maintained capital at levels in excess of the universally mandated well-capitalized levels. These subsidiary depository institutions maintain capital at levels sufficiently in excess of the “well-capitalized” requirements to address any additional capital needs and requirements identified by the federal banking regulators.

MS&Co. and Other Broker-Dealers.    MS&Co. is a registered broker-dealer and registered futures commission merchant and, accordingly, is subject to the minimum net capital requirements of the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority and the Commodity Futures Trading Commission. MS&Co. has consistently operated with capital in excess of its regulatory capital requirements. MS&Co.’s net capital totaled $7,019 million and $7,854 million at June 30, 2010 and December 31, 2009, respectively, which exceeded the amount required by $5,965 million and $6,758 million, respectively. Morgan Stanley Smith Barney LLC is a registered broker-dealer and registered futures commission merchant, introducing business to MS&Co. and Citi, and has operated with capital in excess of its regulatory capital requirements. MSIP, a London-based broker-dealer subsidiary, is subject to the capital requirements of the Financial Services Authority, 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 in excess of their respective regulatory capital requirements.

MS&Co. is required to hold tentative net capital in excess of $1 billion and net capital in excess of $500 million in accordance with the market and credit risk standards of Appendix E of Rule 15c3-1. MS&Co. is also required to notify the SEC in the event that its tentative net capital is less than $5 billion. At June 30, 2010, MS&Co. had tentative net capital in excess of the minimum and the notification requirements.

Other Regulated Subsidiaries.    Certain other U.S. and non-U.S. subsidiaries 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 in excess of their local capital adequacy requirements.

Morgan Stanley Derivative Products Inc. (“MSDP”), a derivative products subsidiary rated Aa2 by Moody’s and AAA by Standard & Poor’s Ratings Services, a Division of the McGraw-Hill Companies Inc. (“S&P”), maintains certain operating restrictions that have been reviewed by Moody’s and S&P. On December 21, 2009, MSDP was downgraded from a triple-A rating to Aa2 rating by Moody’s but maintained its AAA rating by S&P. The downgrade did not significantly impact the Company’s results of operations or financial condition. MSDP is operated such that creditors of the Company should not expect to have any claims on the assets of MSDP, unless and until the obligations to its own creditors are satisfied in full. Creditors of MSDP should not expect to have any claims on the assets of the Company or any of its affiliates, other than the respective assets of MSDP.

13. Total Equity.

Common Equity Offerings.

During the quarters and six months ended June 30, 2010 and June 30, 2009, the Company did not purchase any of its common stock as part of its share repurchase program. At June 30, 2010, the Company had approximately $1.6 billion remaining under its current share repurchase authorization. Share repurchases by the Company are subject to regulatory approval.

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Preferred Stock.

In June 2009, the Company repurchased 10,000,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series D, par value $0.01 per share, liquidation preference $1,000 per share (the “Series D Preferred Stock”) that the Company issued to the U.S. Department of the Treasury (“U.S. Treasury”) in October 2008, at the liquidation preference amount plus accrued and unpaid dividends, for an aggregate repurchase price of $10,086 million.

As a result of the Company’s repurchasing the Series D Preferred Stock, the Company incurred a one-time negative adjustment of $850 million in its calculation of basic and diluted EPS (reduction to earnings (losses) applicable to the Company’s common shareholders) for the quarter and six months ended June 30, 2009 due to the accelerated amortization of the issuance discount on the Series D Preferred Stock.

For further information on the Company’s preferred stock, refer to Note 13 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K.

Non-controlling Interest.

Deconsolidation of subsidiaries

During the six months ended June 30, 2009, the Company deconsolidated MSCI in connection with the Company’s disposition of its remaining ownership interest in MSCI and recognized an after-tax gain of approximately $310 million. The Company did not retain any investments in MSCI upon deconsolidation. See Note 1 for further information on discontinued operations.

Changes in the Company’s Ownership Interest in Subsidiaries

The following table presents the effect on the Company’s shareholders’ equity from changes in ownership of subsidiaries resulting from transactions with non-controlling interests.

	Six Months Ended June 30, 2010		Six Months Ended June 30, 2009
	(dollars in millions)
Net income (loss) applicable to Morgan Stanley	$	3,736	$	(28	)
Transfers from non-controlling interests:
Increase in paid-in capital in connection with MSSB		—		1,711
Increase in paid-in capital in connection with the MUFG transaction		717		—
Net transfers from non-controlling interests		717		1,711
Change from net income (loss) applicable to Morgan Stanley and transfers from non-controlling interests	$	4,453	$	1,683

The increase in paid-in capital in connection with MSSB results from Citi’s equity interest in MSSB, to which the Company had contributed certain businesses associated with the Company’s Global Wealth Management Group. The excess of the preliminary net fair value received by the Company over the increase in non-controlling interest associated with Smith Barney is reflected as an increase in paid-in capital. See Note 3 for further information regarding the MSSB transaction.

In connection with the closing of the previously announced transaction between the Company and Mitsubishi UFJ Financial Group, Inc. (“MUFG”) to form a joint venture in Japan, the Company recorded an after-tax gain of $717 million from the sale of a non-controlling interest in its Japanese institutional securities business. This gain was recorded in Paid-in capital in the Company’s condensed consolidated statements of financial condition at June 30, 2010 and changes in total equity for the six months ended June 30, 2010. See Note 19 for further information regarding the MUFG transaction.

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14. Earnings per Common Share.

Basic EPS is computed by dividing income available to Morgan Stanley common shareholders by the weighted average number of common shares outstanding for the period. Common shares outstanding include common stock and vested restricted stock unit awards where recipients have satisfied either the explicit vesting terms or retirement eligibility requirements. Diluted EPS reflects the assumed conversion of all dilutive securities. The Company calculates EPS using the two-class method (see Note 2) and determines whether instruments granted in share-based payment transactions are participating securities. The following table presents the calculation of basic and diluted EPS (in millions, except for per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
Basic EPS:
Income (loss) from continuing operations	$	1,461		$	(265	)	$	3,541		$	(300	)
Net gain on discontinued operations		523			298			454			143
Net income (loss)		1,984			33			3,995			(157	)
Net income (loss) applicable to non-controlling interests		24			(116	)		259			(129	)
Net income (loss) applicable to Morgan Stanley		1,960			149			3,736			(28	)
Less: Preferred dividends (Series A Preferred Stock)		(11	)		(11	)		(22	)		(22	)
Less: Preferred dividends (Series B Preferred Stock)		(196	)		(196	)		(392	)		(392	)
Less: Preferred dividends (Series C Preferred Stock)		(13	)		(13	)		(26	)		(42	)
Less: Partial Redemption of Series C Preferred Stock		—			(202	)		—			(202	)
Less: Preferred dividends (Series D Preferred Stock)		—			(87	)		—			(212	)
Less: Amortization and acceleration of issuance discount for Series D Preferred Stock(1)		—			(892	)		—			(932	)
Less: Allocation of earnings to participating restricted stock units(2):
From continuing operations		(38	)		(4	)		(91	)		(4	)
From discontinued operations		(16	)		—			(14	)		—
Less: Allocation of undistributed earnings to Equity Units(1):
From continuing operations		(67	)		—			(165	)		—
From discontinued operations		(41	)		—			(36	)		—
Net income (loss) applicable to Morgan Stanley common shareholders	$	1,578		$	(1,256	)	$	2,990		$	(1,834	)
Weighted average common shares outstanding		1,318			1,138			1,316			1,075
Earnings (loss) per basic common share:
Income (loss) from continuing operations	$	0.84		$	(1.36	)	$	1.96		$	(1.82	)
Net gain on discontinued operations		0.36			0.26			0.31			0.11
Earnings (loss) per basic common share	$	1.20		$	(1.10	)	$	2.27		$	(1.71	)
Diluted EPS:
Earnings (loss) applicable to Morgan Stanley common shareholders	$	1,578		$	(1,256	)	$	2,990		$	(1,834	)
Impact on income of assumed conversions:
Assumed conversion of Equity Units(1)(3)
From continuing operations		91			—			91			—
From discontinued operations		41			—			41			—
Preferred stock dividends (Series B Preferred Stock)		196						392
Income (loss) available to common shareholders plus assumed conversions	$	1,906		$	(1,256	)	$	3,514		$	(1,834	)
Weighted average common shares outstanding		1,318			1,138			1,316			1,075
Effect of dilutive securities:
Stock options and restricted stock units(2)		4			—			4			—
Series B Preferred Stock		310			—			310			—
Equity Units(1)(3)		116			—			58			—
Weighted average common shares outstanding and common stock equivalents		1,748			1,138			1,688			1,075
Earnings (loss) per diluted common share:
Income (loss) from continuing operations	$	0.80		$	(1.36	)	$	1.82		$	(1.82	)
Net gain on discontinued operations		0.29			0.26			0.26			0.11
Earnings (loss) per diluted common share	$	1.09		$	(1.10	)	$	2.08		$	(1.71	)

(1) See Note 13 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K.

(2) Restricted stock units that are considered participating securities participate in all of the earnings of the Company in the computation of basic EPS, and therefore, such restricted stock units are not included as incremental shares in the diluted calculation.

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(3) Prior to the quarter ended June 30, 2010, the Company included the Equity Units in the diluted EPS calculation using the more dilutive of the two-class method or the treasury stock method. The Equity Units participate in substantially all of the earnings of the Company (i.e., any earnings above $0.27 per quarter) in basic EPS (assuming a full distribution of earnings of the Company), and therefore, the Equity Units generally would not be included as incremental shares in the diluted calculation under the treasury stock method. Beginning in the quarter ended June 30, 2010, the Company included the Equity Units in the diluted EPS calculation using the more dilutive of the two-class method or the if-converted method. See Note 2 for additional information.

The following securities were considered antidilutive and, therefore, were excluded from the computation of diluted EPS:

	Three Months Ended June 30,		Six Months Ended June 30,
Number of Antidilutive Securities Outstanding at End of Period:	2010	2009	2010	2009
	(shares in millions)
Restricted stock units and performance stock units	45	67	45	67
Stock options	70	86	70	86
Equity Units(1)	—	116	—	116
CPP Warrant(1)	—	65	—	65
Series B Preferred Stock	—	311	—	311
Total	115	645	115	645

(1) See Note 13 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K. See Note 2 for additional information on the Equity Units regarding the change in methodology to the if-converted method.

15. Interest Income and Interest Expense.

Details of Interest income and Interest expense were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(dollars in millions)
Interest income(1):
Financial instruments owned(2)	$	1,067		$	1,122		$	2,210		$	2,432
Securities available for sale		55			—			65			—
Loans		70			13			140			101
Interest bearing deposits with banks		42			63			83			175
Federal funds sold and securities purchased under agreements to resell and securities borrowed		175			133			325			576
Other		346			317			680			609
Total Interest income	$	1,755		$	1,648		$	3,503		$	3,893
Interest expense(1):
Commercial paper and other short-term borrowings	$	3		$	—		$	6		$	34
Deposits		78			42			160			172
Long-term debt		1,154			1,341			2,233			2,770
Securities sold under agreements to repurchase and securities loaned		423			394			708			858
Other		(55	)		68			(137	)		320
Total Interest expense		1,603			1,845			2,970			4,154
Net interest	$	152		$	(197	)	$	533		$	(261	)

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(1) Interest income and expense are recorded within the condensed consolidated statements of income depending on the nature of the instrument and related market conventions. When interest is included as a component of the instrument’s fair value, interest is included within Principal transactions—Trading revenues or Principal transactions—Investment revenues. Otherwise, it is included within Interest income or Interest expense.

(2) Interest expense on Financial instruments sold, not yet purchased is reported as a reduction to Interest income.

16. Employee Benefit Plans.

The Company sponsors various pension plans for the majority of its U.S. and non-U.S. employees. The Company provides certain other postretirement benefits, primarily health care and life insurance, to eligible U.S. employees. The Company also provides certain postemployment benefits to certain former employees or inactive employees prior to retirement.

On June 1, 2010, Morgan Stanley Employees Retirement Plan (the “Pension Plan”) for U.S. participants was amended to cease accruals of benefits under the Pension Plan effective January 1, 2011. Any benefits earned by participants under the Pension Plan at December 31, 2010 will be preserved and will be payable in the future based on the Pension Plan’s provisions. In addition, the Company will not accrue any future service costs after December 31, 2010. As a result, the Company reduced Compensation and benefits expense by approximately $51 million on the condensed consolidated statements of income for the quarter ended June 30, 2010. Additionally, the Company remeasured the obligation and assets of the Pension Plan at May 31, 2010 and recognized a gain of $166 million ($102 million after-tax) on the condensed consolidated statements of comprehensive income, after reflecting the $51 million reduction in Compensation and benefits expense.

The following table presents the Company’s net periodic benefit expense for its pension and postretirement plans:

	Three Months Ended June  30,						Six Months Ended June  30,
	2010			2009			2010			2009
	(dollars in millions)
Service cost, benefits earned during the period	$	26		$	32		$	52		$	63
Interest cost on projected benefit obligation		41			40			82			80
Expected return on plan assets		(32	)		(31	)		(64	)		(61	)
Net amortization of prior service costs		(2	)		(1	)		(4	)		(4	)
Net amortization of actuarial loss		7			10			14			21
Curtailment gain		(51	)		—			(51	)		—
Net periodic benefit expense	$	(11	)	$	50		$	29		$	99

17. Income Taxes.

The Company is under continuous examination by the Internal Revenue Service (the “IRS”) and other tax authorities in certain countries, such as Japan and the United Kingdom (the “U.K.”), and states in which the Company has significant business operations, such as New York. During 2010, the IRS and the Japanese tax authorities are expected to conclude the field work portion of their examinations on issues covering tax years 1999-2005 and 2007-2008, respectively. Also during 2010, the Company expects to reach a conclusion with the U.K. tax authorities on substantially all issues through tax year 2007, including those in appeals. Additionally during 2010, the Company may reach a conclusion with the New York State and New York City tax authorities on issues covering years 2002-2006. The Company periodically assesses the likelihood of assessments in

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

each of the taxing jurisdictions resulting from current and subsequent years’ examinations. The Company believes that the resolution of tax matters will not have a material effect on the condensed consolidated statements of financial condition of the Company, although a resolution could have a material impact on the Company’s condensed consolidated statements of income for a particular future period and on the Company’s effective income tax rate for any period in which such resolution occurs. The Company has established a liability for unrecognized tax benefits that the Company believes is adequate in relation to the potential for additional assessments. Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change.

As part of the Company’s periodic review of unrecognized tax benefits, and based on new information regarding the status of federal and state examinations, the Company’s unrecognized tax benefits were remeasured. As a result of this remeasurement, the income tax provision for the quarter and six months ended June 30, 2010 included a benefit of $345 million.

It is reasonably possible that further significant changes in the gross balance of unrecognized tax benefits may 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 impact on the effective tax rate over the next 12 months.

As part of the Company’s periodic review of the business, liquidity and capital requirements of its non-U.S. subsidiaries, it was determined that prior years’ undistributed earnings of certain non-U.S. subsidiaries for which U.S. federal income taxes have been provided will remain indefinitely reinvested abroad. The Company does not intend to use these earnings as a source of funding of its operations in the U.S. in the foreseeable future. As a result of this determination, the income tax provision for the six months ended June 30, 2010 included a benefit of $382 million, associated with the release of the previously provided U.S. federal deferred tax liability associated with these earnings.

18. Segment and Geographic Information.

The Company structures its segments primarily based upon the nature of the financial products and services provided to customers and the Company’s management organization. The Company provides a wide range of financial products and services to its customers in each of its business segments: Institutional Securities, Global Wealth Management Group and Asset Management. For further discussion of the Company’s business segments, see Note 1.

Revenues and expenses directly associated with each respective segment are included in determining its operating results. Other revenues and expenses that are not directly attributable to a particular segment are allocated based upon the Company’s allocation methodologies, generally based on each segment’s respective net revenues, non-interest expenses or other relevant measures.

As a result of treating certain intersegment transactions as transactions with external parties, the Company includes an Intersegment Eliminations category to reconcile the business segment results to the Company’s consolidated results. Income before taxes in Intersegment Eliminations primarily represents the effect of timing differences associated with the revenue and expense recognition of commissions paid by the Asset Management business segment to the Global Wealth Management Group business segment associated with sales of certain products and the related compensation costs paid to the Global Wealth Management Group business segment’s global representatives. Intersegment eliminations also reflect the effect of fees paid by the Institutional Securities business segment to the Global Wealth Management Group business segment related to the bank deposit program.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Selected financial information for the Company’s segments is presented below:

Three Months Ended June 30, 2010	Institutional Securities			Global Wealth Management Group		Asset Management			Intersegment Eliminations			Total
	(dollars in millions)
Total non-interest revenues	$	4,616		$	2,786	$	432		$	(36	)	$	7,798
Net interest		(114	)		288		(22	)		—			152
Net revenues	$	4,502		$	3,074	$	410		$	(36	)	$	7,950
Income (loss) from continuing operations before income taxes	$	1,570		$	207	$	(86	)	$	(13	)	$	1,678
Provision for (benefit from) income taxes		197			61		(39	)		(2	)		217
Income (loss) from continuing operations		1,373			146		(47	)		(11	)		1,461
Discontinued operations(1):
(Loss) gain from discontinued operations		(25	)		—		901			15			891
Provision for income taxes		—			—		360			8			368
(Loss) gain on discontinued operations(2)		(25	)		—		541			7			523
Net income (loss)		1,348			146		494			(4	)		1,984
Net (loss) income applicable to non-controlling interests		(9	)		36		(3	)		—			24
Net income (loss) applicable to Morgan Stanley	$	1,357		$	110	$	497		$	(4	)	$	1,960

Three Months Ended June 30, 2009	Institutional Securities			Global Wealth Management Group			Asset Management			Intersegment Eliminations			Total
	(dollars in millions)
Total non-interest revenues	$	3,357		$	1,763		$	381		$	(107	)	$	5,394
Net interest		(390	)		160			(23	)		56			(197	)
Net revenues	$	2,967		$	1,923		$	358		$	(51	)	$	5,197
Loss from continuing operations before income taxes	$	(298	)	$	(71	)	$	(210	)	$	(5	)	$	(584	)
Benefit from income taxes		(168	)		(29	)		(120	)		(2	)		(319	)
Loss from continuing operations		(130	)		(42	)		(90	)		(3	)		(265	)
Discontinued operations(1):
Gain (loss) from discontinued operations		508			—			(31	)		3			480
Provision for (benefit from) income taxes		193			—			(12	)		1			182
Gain (loss) on discontinued operations(2)		315			—			(19	)		2			298
Net income (loss)		185			(42	)		(109	)		(1	)		33
Net income (loss) applicable to non-controlling interests		3			(118	)		(1	)		—			(116	)
Net income (loss) applicable to Morgan Stanley	$	182		$	76		$	(108	)	$	(1	)	$	149

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Six Months Ended June 30, 2010	Institutional Securities			Global Wealth Management Group		Asset Management			Discover		Intersegment Eliminations			Total
	(dollars in millions)
Total non-interest revenues	$	9,835		$	5,700	$	1,105		$	—	$	(145	)	$	16,495
Net interest		11			479		(42	)		—		85			533
Net revenues	$	9,846		$	6,179	$	1,063		$	—	$	(60	)	$	17,028
Income (loss) from continuing operations before income taxes	$	3,637		$	485	$	87		$	—	$	(15	)	$	4,194
Provision for (benefit from) income taxes		527			125		4			—		(3	)		653
Income (loss) from continuing operations		3,110			360		83			—		(12	)		3,541
Discontinued operations(1):
(Loss) gain from discontinued operations		(963	)		—		966			775		13			791
Provision for income taxes		—			—		330			—		7			337
(Loss) gain on discontinued operations(2)		(963	)		—		636			775		6			454
Net income (loss)		2,147			360		719			775		(6	)		3,995
Net (loss) income applicable to non-controlling interests		(5	)		151		113			—		—			259
Net income (loss) applicable to Morgan Stanley	$	2,152		$	209	$	606		$	775	$	(6	)	$	3,736

Six Months Ended June 30, 2009	Institutional Securities			Global Wealth Management Group			Asset Management			Intersegment Eliminations			Total
	(dollars in millions)
Total non-interest revenues	$	5,208		$	2,875		$	424		$	(152	)	$	8,355
Net interest		(640	)		347			(44	)		76			(261	)
Net revenues	$	4,568		$	3,222		$	380		$	(76	)	$	8,094
(Loss) income from continuing operations before income taxes	$	(762	)	$	48		$	(493	)	$	(7	)	$	(1,214	)
(Benefit from) provision for income taxes		(775	)		17			(153	)		(3	)		(914	)
Income (loss) from continuing operations		13			31			(340	)		(4	)		(300	)
Discontinued operations(1):
Gain (loss) from discontinued operations		525			—			(307	)		7			225
Provision for (benefit from) income taxes		199			—			(120	)		3			82
Gain (loss) on discontinued operations(2)		326			—			(187	)		4			143
Net income (loss)		339			31			(527	)		—			(157	)
Net loss applicable to non-controlling interests		(10	)		(118	)		(1	)		—			(129	)
Net income (loss) applicable to Morgan Stanley	$	349		$	149		$	(526	)	$	—		$	(28	)

77

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(1) See Note 1 for a discussion of discontinued operations.

(2) Amount for the three months ended June 30, 2010 included a gain of $514 million related to the Company’s sale of Retail Asset Management within the Asset Management business segment. Amount for the six months ended June 30, 2010 included a loss of $951 million related to the planned disposition of Revel included within the Institutional Securities business segment and a gain of $775 million related to the legal settlement with DFS. Amounts for the three and six months ended June 30, 2009 included a gain of $310 million related to MSCI included within the Institutional Securities business segment.

Net Interest	Institutional Securities			Global Wealth Management Group		Asset Management			Intersegment Eliminations			Total
	(dollars in millions)
Three Months Ended June 30, 2010
Interest income	$	1,367		$	387	$	3		$	(2	)	$	1,755
Interest expense		1,481			99		25			(2	)		1,603
Net interest	$	(114	)	$	288	$	(22	)	$	—		$	152
Three Months Ended June 30, 2009
Interest income	$	1,388		$	265	$	4		$	(9	)	$	1,648
Interest expense		1,778			105		27			(65	)		1,845
Net interest	$	(390	)	$	160	$	(23	)	$	56		$	(197	)
Six Months Ended June 30, 2010
Interest income	$	2,775		$	726	$	9		$	(7	)	$	3,503
Interest expense		2,764			247		51			(92	)		2,970
Net interest	$	11		$	479	$	(42	)	$	85		$	533
Six Months Ended June 30, 2009
Interest income	$	3,406		$	491	$	11		$	(15	)	$	3,893
Interest expense		4,046			144		55			(91	)		4,154
Net interest	$	(640	)	$	347	$	(44	)	$	76		$	(261	)

Total Assets(1)	Institutional Securities		Global Wealth Management Group		Asset Management		Total
	(dollars in millions)
At June 30, 2010	$	729,918	$	71,551	$	7,987	$	809,456
At December 31, 2009	$	719,232	$	44,154	$	8,076	$	771,462

(1) Corporate assets have been fully allocated to the Company’s business segments.

The Company operates in both U.S. and non-U.S. markets. The Company’s non-U.S. business activities are principally conducted through European and Asian locations. The net revenues disclosed in the following table reflect the regional view of the Company’s consolidated net revenues on a managed basis, based on the following methodology:

• Institutional Securities: advisory and equity underwriting—client location, debt underwriting—revenue recording location, sales and trading—trading desk location.

• Global Wealth Management Group: global representative coverage location.

• Asset Management: client location, except for merchant banking business, which is based on asset location.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
Net revenues	(dollars in millions)
Americas	$	5,663	$	4,523	$	11,862	$	7,112
Europe, Middle East, and Africa		1,717		7		3,730		66
Asia		570		667		1,436		916
Net revenues	$	7,950	$	5,197	$	17,028	$	8,094

19. Japan Securities Joint Venture.

On May 1, 2010, the Company and MUFG closed the previously announced transaction to form a joint venture in Japan of their respective investment banking and securities businesses. MUFG and the Company have integrated their respective Japanese securities companies by forming two joint venture companies. MUFG contributed the investment banking, wholesale and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities Co., Ltd. into one of the joint venture entities named Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”). The Company contributed the investment banking operations conducted in Japan by its subsidiary, MSMS, formerly known as Morgan Stanley Japan Securities Co., Ltd. into MUMSS (MSMS, together with MUMSS, the “Joint Venture”). MSMS will continue its sales and trading and capital markets business conducted in Japan. Following the respective contributions to the Joint Venture and a cash payment of 26 billion yen from MUFG to the Company at closing of the transaction (subject to certain post-closing cash adjustments), the Company owns a 40% economic interest in the Joint Venture and MUFG owns a 60% economic interest in the Joint Venture. The Company holds a 40% voting interest and MUFG holds a 60% voting interest in MUMSS, while the Company holds a 51% voting interest and MUFG holds a 49% voting interest in MSMS. At May 1, 2010, the Company continues to include MSMS in its financial statements and accounts for its interest in MUMSS as an equity method investment.

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MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

20. Discontinued Operations.

See Note 1 for a discussion of the Company’s discontinued operations.

The table below provides information regarding amounts included in discontinued operations:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(dollars in millions)
Net revenues(1):
Revel	$	—		$	(2	)	$	—		$	(3	)
Crescent		—			50			—			(10	)
Retail Asset Management		1,019			167			1,204			277
MSCI		—			35			—			131
Other		—			—			—			1
	$	1,019		$	250		$	1,204		$	396
Pre-tax (loss) gain on discontinued operations(1):
Revel(2)	$	(25	)	$	(6	)	$	(963	)	$	(9	)
Crescent		—			(106	)		1			(412	)
Retail Asset Management(3)		916			81			982			114
MSCI(4)		—			515			—			537
DFS(5)		—			—			775			—
Other		—			(4	)		(4	)		(5	)
	$	891		$	480		$	791		$	225

(1) Amounts included eliminations of intersegment activity.

(2) Amount included a loss of approximately $951 million in the six months ended June 30, 2010 in connection with the planned disposition of Revel.

(3) Amount included a pre-tax gain of approximately $860 million in the quarter ended June 30, 2010 in connection with the sale of Retail Asset Management.

(4) Amounts included a pre-tax gain on MSCI secondary offerings of $499 million in the quarter and six months ended June 30, 2009.

(5) Amount relates to the legal settlement with DFS.

21. Subsequent Events.

China Investment Corporation.

On July 1, 2010, Moody’s announced that it was lowering the equity credit assigned to future, as well as outstanding, hybrid securities, such as the Company’s Equity Units that were issued to a subsidiary of CIC in December 2007. The terms of the Equity Units permit the Company to redeem the junior subordinated debentures underlying the Equity Units upon the occurrence and continuation of such a change in equity credit (a “Rating Agency Event”). In response to this Rating Agency Event, the Company has obtained the necessary approvals from the Federal Reserve in connection with the redemption of the underlying debentures. As a consequence of such redemption these trust preferred securities will not be remarketed as would have been required under the terms of the Equity Units.

Long-Term Borrowings.

Subsequent to June 30, 2010 and through July 31, 2010, the Company’s long-term borrowings (net of repayments) increased by approximately $4 billion.

80

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Morgan Stanley:

We have reviewed the accompanying condensed consolidated statement of financial condition of Morgan Stanley and subsidiaries (the “Company”) as of June 30, 2010, the related condensed consolidated statements of income and comprehensive income for the three-month and six-month periods ended June 30, 2010 and June 30, 2009, and the condensed consolidated statements of cash flows and changes in total equity for the six-month periods ended June 30, 2010 and June 30, 2009. These condensed consolidated financial statements are the responsibility of the management of the Company.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 Public Company Accounting Oversight Board (United States), 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.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them 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), the consolidated statement of financial condition of the Company as of December 31, 2009, and the consolidated statements of income, comprehensive income, cash flows and changes in total equity for the year then ended (not presented herein) included in the Company’s Annual Report on Form 10-K; and in our report dated February 26, 2010, which report contains explanatory paragraphs concerning the adoption of Financial Accounting Standards Board (“FASB”) accounting guidance that addresses noncontrolling interests in consolidated financial statements, the computation of Earnings Per Share under the two-class method for share-based payment transactions that are participating securities and the accounting for uncertainties in income taxes and an explanatory paragraph concerning the Company changing its fiscal year end from November 30 to December 31, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition as of December 31, 2009 is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived.

As discussed in Note 2 to the condensed consolidated financial statements, effective January 1, 2010, the Company adopted FASB accounting guidance that addresses transfers of financial assets and extinguishments of liabilities and consolidation of variable interest entities.

/s/ Deloitte & Touche LLP

New York, New York

August 6, 2010

81

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction.

Morgan Stanley (or the “Company”), a financial holding company, is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Global Wealth Management Group and Asset Management. The Company, 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.

A summary of the activities of each of the business segments is as follows:

Institutional Securities includes capital raising; financial advisory services, including advice on mergers and acquisitions, restructurings, real estate and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities.

Global Wealth Management Group, which includes the Company’s 51% interest in Morgan Stanley Smith Barney Holdings LLC (“MSSB”), provides brokerage and investment advisory services to individual investors and small-to-medium sized businesses and institutions covering various investment alternatives; financial and wealth planning services; annuity and other insurance products; credit and other lending products; cash management services; retirement services; and trust and fiduciary services.

Asset Management provides global asset management products and services in equity, fixed income, alternative investments, which includes hedge funds and funds of funds, and merchant banking, which includes real estate, private equity and infrastructure, to institutional and retail clients through proprietary and third-party distribution channels (see “Discontinued Operations—Retail Asset Management Business” herein). Asset Management also engages in investment activities.

The discussion of the Company’s results of operations below 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 the Company’s future results, please see “Forward-Looking Statements” immediately preceding Part I, Item 1, “Competition” and “Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A and “Certain Factors Affecting Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “Form 10-K”) and “Other Matters—Regulatory Outlook” herein.

Discontinued Operations.

Retail Asset Management Business.    On June 1, 2010, the Company completed the sale of substantially all of its retail asset management business (“Retail Asset Management”), including Van Kampen Investments, Inc. (“Van Kampen”), to Invesco Ltd. (“Invesco”). The Company received $800 million in cash and approximately 30.9 million shares of Invesco stock upon sale, resulting in a cumulative after-tax gain of $673 million, of which $514 million was recorded in the quarter ended June 30, 2010. The remaining gain of $159 million, representing tax basis benefits, was recorded primarily in the quarter ended December 31, 2009. The results of Retail Asset Management are reported as discontinued operations within the Asset Management business segment for all periods presented.

The Company recorded the 30.9 million shares, representing approximately a 7% non-controlling interest in Invesco, as securities available for sale. See Note 5 to the condensed consolidated financial statements for additional information regarding securities available for sale.

82

Revel Entertainment Group, LLC.    On March 31, 2010, the Board of Directors authorized a plan of disposal by sale for Revel Entertainment Group, LLC (“Revel”), a development stage enterprise and subsidiary of the Company that is primarily associated with a development property in Atlantic City, New Jersey. The results of Revel are reported as discontinued operations for all periods presented within the Institutional Securities business segment. The six months ended June 30, 2010 includes a loss of approximately $951 million in connection with such planned disposition.

MSCI Inc.    In May 2009, the Company divested all of its remaining ownership interest in MSCI Inc. (“MSCI”). The results of MSCI are reported as discontinued operations through the date of sale within the Institutional Securities business segment.

Crescent.    Discontinued operations for the three and six months ended June 30, 2009 included operating results related to Crescent Real Estate Equities Limited Partnership (“Crescent”), a former real estate subsidiary of the Company. The Company completed the disposition of Crescent in the fourth quarter of 2009, whereby the Company transferred its ownership interest in Crescent to Crescent’s primary creditor in exchange for full release of liability on the related loans. The results of Crescent are reported as discontinued operations within the Asset Management business segment.

Discover.    On June 30, 2007, the Company completed the spin-off of its business segment Discover Financial Services (“DFS”) to its shareholders. On February 11, 2010, DFS paid the Company $775 million in complete satisfaction of its obligations to the Company regarding the sharing of proceeds from the lawsuit against Visa and MasterCard. The payment was recorded as a gain in discontinued operations for the six months ended June 30, 2010.

See Note 1 to the condensed consolidated financial statements for additional information on discontinued operations.

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Executive Summary.

Financial Information and Statistical Data (dollars in millions, except where noted and per share amounts).

	Three Months Ended June 30,						Six Months Ended June 30,
	2010(1)			2009(1)(2)			2010(1)			2009(1)(2)
Net revenues:
Institutional Securities	$	4,502		$	2,967		$	9,846		$	4,568
Global Wealth Management Group		3,074			1,923			6,179			3,222
Asset Management		410			358			1,063			380
Intersegment Eliminations		(36	)		(51	)		(60	)		(76	)
Consolidated net revenues	$	7,950		$	5,197		$	17,028		$	8,094
Consolidated net income (loss)	$	1,984		$	33		$	3,995		$	(157	)
Net income (loss) applicable to non-controlling interests		24			(116	)		259			(129	)
Net income (loss) applicable to Morgan Stanley	$	1,960		$	149		$	3,736		$	(28	)
Income (loss) from continuing operations applicable to Morgan Stanley:
Institutional Securities	$	1,382		$	(122	)	$	3,115		$	39
Global Wealth Management Group		110			76			209			149
Asset Management		(44	)		(89	)		(30	)		(339	)
Intersegment Eliminations		(11	)		(3	)		(12	)		(4	)
Income (loss) from continuing operations applicable to Morgan Stanley	$	1,437		$	(138	)	$	3,282		$	(155	)
Amounts applicable to Morgan Stanley:
Income (loss) from continuing operations applicable to Morgan Stanley	$	1,437		$	(138	)	$	3,282		$	(155	)
Gain from discontinued operations applicable to Morgan Stanley, after tax(3)		523			287			454			127
Net income (loss) applicable to Morgan Stanley	$	1,960		$	149		$	3,736		$	(28	)
Earnings (loss) applicable to Morgan Stanley common shareholders	$	1,578		$	(1,256	)	$	2,990		$	(1,834	)
Earnings (loss) per basic common share:
Income (loss) from continuing operations	$	0.84		$	(1.36	)	$	1.96		$	(1.82	)
Net gain from discontinued operations(3)		0.36			0.26			0.31			0.11
Earnings (loss) per basic common share(4)	$	1.20		$	(1.10	)	$	2.27		$	(1.71	)
Earnings (loss) per diluted common share:
Income (loss) from continuing operations	$	0.80		$	(1.36	)	$	1.82		$	(1.82	)
Net gain from discontinued operations(3)		0.29			0.26			0.26			0.11
Earnings (loss) per diluted common share(4)	$	1.09		$	(1.10	)	$	2.08		$	(1.71	)
Regional net revenues(5):
Americas	$	5,663		$	4,523		$	11,862		$	7,112
Europe, Middle East and Africa		1,717			7			3,730			66
Asia		570			667			1,436			916
Consolidated net revenues	$	7,950		$	5,197		$	17,028		$	8,094

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	Three Months Ended June 30,						Six Months Ended June 30,
	2010(1)			2009(1)(2)			2010(1)			2009(1)(2)
Average common equity (dollars in billions)(6):
Institutional Securities	$	17.5		$	18.1		$	17.4		$	19.2
Global Wealth Management Group		6.8			3.4			6.8			2.4
Asset Management		1.7			2.3			1.9			2.3
Parent capital(6)		13.6			7.9			12.6			6.1
Total from continuing operations		39.6			31.7			38.7			30.0
Discontinued operations		0.4			1.2			0.4			1.3
Consolidated average common equity	$	40.0		$	32.9		$	39.1		$	31.3
Return on average common equity(6):
Consolidated		17	%		N/M			17	%		N/M
Institutional Securities(6)		30	%		N/A			34	%		N/A
Global Wealth Management Group		6	%		N/A			6	%		N/A
Asset Management		N/M			N/A			N/M			N/A
Book value per common share(7)	$	29.65		$	27.21		$	29.65		$	27.21
Tangible common equity(8)	$	34,267		$	29,263		$	34,267		$	29,263
Tangible book value per common share(9)	$	24.53		$	21.53		$	24.53		$	21.53
Effective income tax rate from continuing operations(10)		12.9	%		54.6	%		15.6	%		75.3	%
Worldwide employees		62,926			61,197			62,926			61,197
Average liquidity (dollars in billions)(11):
Parent company liquidity	$	60		$	62		$	62		$	61
Bank and other subsidiary liquidity		92			95			91			90
Total liquidity	$	152		$	157		$	153		$	151
Capital ratios at June 30, 2010 and 2009(12):
Total capital ratio		17.0	%		17.1	%		17.0	%		17.1	%
Tier 1 capital ratio		16.5	%		15.8	%		16.5	%		15.8	%
Tier 1 leverage ratio		6.6	%		6.5	%		6.6	%		6.5	%
Tier 1 common ratio		9.2	%		8.4	%		9.2	%		8.4	%
Consolidated assets under management or supervision (dollars in billions)(13)(14):
Asset Management	$	251		$	242		$	251		$	242
Global Wealth Management Group		403			322			403			322
Total	$	654		$	564		$	654		$	564

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Financial Information and Statistical Data (dollars in millions, except where noted and per share amounts)—(Continued).

	Three Months Ended June 30,						Six Months Ended June 30,
	2010(1)			2009(1)(2)			2010(1)			2009(1)(2)
Institutional Securities:
Pre-tax profit margin(15)		35	%		N/M			37	%		N/M
Global Wealth Management Group:
Global representatives		18,087			18,444			18,087			18,444
Annualized net revenue per global representative (dollars in thousands)(16)	$	679		$	671		$	682		$	661
Assets by client segment (dollars in billions):
$10 million or more	$	440		$	389		$	440		$	389
$1 million to $10 million		627			562			627			562
Subtotal $1 million or more		1,067			951			1,067			951
$100,000 to $1 million		389			412			389			412
Less than $100,000		44			57			44			57
Total client assets	$	1,500		$	1,420		$	1,500		$	1,420
Fee-based assets as a percentage of total client assets		26	%		23	%		26	%		23	%
Client assets per global representative (dollars in millions)(17)	$	83		$	77			83		$	77
Bank deposits (dollars in billions)(18)	$	110		$	106		$	110		$	106
Pre-tax profit margin(15)		7	%		N/M			8	%		2	%
Asset Management(13):
Assets under management or supervision (dollars in billions)(19)	$	251		$	242		$	251		$	242
Pre-tax profit margin(15)		N/M			N/M			8	%		N/M

N/M – Not Meaningful.

N/A – Not Applicable.

(1) Information includes MSSB effective May 31, 2009 (see Note 3 to the condensed consolidated financial statements).

(2) Certain prior-period information has been reclassified to conform to the current period’s presentation.

(3) See Note 1 to the condensed consolidated financial statements for information on discontinued operations.

(4) For the calculation of basic and diluted EPS, see Note 14 to the condensed consolidated financial statements.

(5) In the quarter and six months ended June 30, 2010, regional net revenues in Europe, Middle East and Africa included positive revenue related to the widening of the Company’s credit spreads resulting from the decrease in fair value of certain of the Company’s long-term and short-term borrowings, primarily structured notes, for which the fair value option was elected. In the quarter and six months ended June 30, 2009, regional net revenues included negative revenue related to the tightening of the Company’s credit spreads on such borrowings. Regional net revenues reflect the regional view of the Company’s consolidated net revenues, on a managed basis, based on the following methodology: Institutional Securities: advisory and equity underwriting—client location; debt underwriting—revenue recording location; sales and trading—trading desk location. Global Wealth Management Group: global representative location. Asset Management: client location, except for the merchant banking business, which is based on asset location.

(6) The computation of average common equity for each business segment is based upon the Company’s Required Capital framework (see “Liquidity and Capital Resources—Required Capital” herein). Quarterly segment capital for 2009, however, has not been restated under this framework. As a result, the business segments’ return on average common equity from continuing operations for the quarter and six months ended June 30, 2009 is not available. The Required Capital framework will evolve over time in response to changes in the business and regulatory environment and to incorporate enhancements in modeling techniques. The return on average common equity uses income from continuing operations applicable to Morgan Stanley less preferred dividends as a percentage of average common equity. The effective tax rates used in the computation of business segment return on average common equity were determined on a separate entity basis. Excluding the effect of the discrete tax benefit in the six months ended June 30, 2010, the return on average common equity for the Institutional Securities business segment would have been 26%.

(7) Book value per common share equals common shareholders’ equity of $41,415 million at June 30, 2010 and $36,989 million at June 30, 2009, divided by period end common shares outstanding of 1,397 million at June 30, 2010 and 1,359 million at June 30, 2009.

(8) Tangible common equity is a non-Generally Accepted Accounting Principle (“GAAP”) financial measure that the Company considers to be a useful measure that the Company and investors use to assess capital adequacy. For a discussion of tangible common equity, see “Liquidity and Capital Resources—The Balance Sheet” herein.

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Financial Information and Statistical Data (dollars in millions, except where noted and per share amounts)—(Continued).

(9) Tangible book value per common share is a non-GAAP financial measure that the Company considers to be a useful measure that the Company and investors use to assess capital adequacy. Tangible book value per common share equals tangible common equity divided by period end common shares outstanding.

(10) For a discussion of the effective income tax rate, see “Overview of the Quarter and Six Months ended June 30, 2010 Financial Results” herein.

(11) For a discussion of average liquidity, see “Liquidity and Capital Resources—Liquidity Management Policies—Liquidity Reserves” herein.

(12) Tier 1 common ratio is a non-GAAP financial measure that the Company considers to be a useful measure that the Company and investors use to assess capital adequacy. For a discussion of total capital ratio, Tier 1 capital ratio and Tier 1 leverage ratio, see “Liquidity and Capital Resources—Regulatory Requirements” herein. For a discussion of Tier 1 common ratio, see “Liquidity and Capital Resources—The Balance Sheet” herein.

(13) Amounts exclude the Company’s Retail Asset Management business that was sold to Invesco.

(14) Revenues and expenses associated with these assets are included in the Company’s Asset Management and Global Wealth Management Group business segments.

(15) Pre-tax profit margin is a non-GAAP financial measure that the Company considers to be a useful measure that the Company and investors use to assess operating performance. Percentages represent income from continuing operations before income taxes as a percentage of net revenues.

(16) Annualized net revenue per global representative for the quarter and six months ended June 30, 2010 and 2009 equals Global Wealth Management Group’s net revenues divided by the quarterly weighted average global representative headcount for the quarter and six months ended June 30, 2010 and 2009, respectively.

(17) Client assets per global representative equal total period-end client assets divided by period-end global representative headcount.

(18) Approximately $52 billion of the bank deposit balances at June 30, 2010 and $50 billion as of June 30, 2009 are held at Company-affiliated depositories with the remainder held at Citigroup Inc. (“Citi”) affiliated depositories. These deposit balances are held at certain of the Company’s Federal Deposit Insurance Corporation (the “FDIC”) insured depository institutions for the benefit of the Company’s clients through their accounts.

(19) Amounts include Asset Management’s proportional share of assets managed by entities in which it owns a minority stake.

Global Market and Economic Conditions.

During the quarter and six months ended June 30, 2010, market and economic conditions were difficult and the quarter ended June 30, 2010 was more challenging than the quarter ended March 31, 2010. The difficult market and economic conditions experienced during the quarter ended June 30, 2010 have continued in July 2010.

In the U.S., major equity market indices ended the quarter and six months lower compared with the beginning of the quarter and the year, primarily due to investor concerns about U.S. regulatory reform within the financial services industry, a sharp temporary decline in stock prices on May 6, 2010 speculated to have been caused by high-speed electronic trading, the Gulf of Mexico oil spill and the sovereign debt crisis within the European region, partially offset by better than expected corporate earnings. Government and business spending increased, while certain sectors of the real estate market and consumer spending remained challenged. The unemployment rate decreased to 9.5% at June 30, 2010 from 10.0% at December 31, 2009. The Federal Open Market Committee kept its interest rates at historically low levels and, at June 30, 2010, the federal funds target rate was between zero and 0.25% and the discount rate was 0.75%.

In Europe, major equity market indices ended the quarter and six months lower compared with the beginning of the quarter and the year, as adverse economic developments and investor concerns about the outcome of regulatory stress testing of European banks continued to exert downward pressure on equity markets. Industrial output in the region was primarily driven by German exports. The euro area unemployment rate remained relatively unchanged at approximately 10% at June 30, 2010. The European Central Bank kept its benchmark interest rate at 1.00% and the Bank of England kept its benchmark interest rate at 0.50%.

In Asia, industrial output was driven by exports from both China and Japan. China’s economy also continued to benefit from government spending for capital projects, a significant amount of foreign currency reserves and a relatively high domestic savings rate. Equity markets in both China and Japan ended the quarter and six months lower compared with the beginning of the quarter and the year.

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Overview of the Quarter and Six Months ended June 30, 2010 Financial Results.

The Company recorded net income applicable to Morgan Stanley of $1,960 million during the quarter ended June 30, 2010 compared with net income applicable to Morgan Stanley of $149 million in the quarter ended June 30, 2009. Comparisons with the prior year periods were affected by the results of MSSB, which closed on May 31, 2009. Results for the quarter ended June 30, 2010 included an after-tax gain in discontinued operations of $514 million related to the sale of Retail Asset Management (see Note 1 to the condensed consolidated financial statements). Results for the quarter ended June 30, 2010 also included a tax benefit of $345 million associated with the remeasurement of net unrecognized tax benefits and related interest based on new information regarding the status of federal and state examinations.

Results for the quarter ended June 30, 2009 included an after-tax gain of $310 million in discontinued operations reflecting a gain on the sale of the Company’s remaining ownership interest in MSCI.

Net revenues (total revenues less interest expense) increased to $7,950 million in the quarter ended June 30, 2010 from $5,197 million in the quarter ended June 30, 2009. Net revenues included positive revenue of approximately $750 million related to the widening of the Company’s credit spreads on certain long-term and short-term borrowings accounted for at fair value compared with losses of approximately $2.3 billion in the quarter ended June 30, 2009 related to the tightening of credit spreads on such borrowings. Non-interest expenses increased 8% to $6,272 million from the prior year period, primarily due to higher non-compensation costs. Compensation and benefits expense increased 2% compared with the prior year quarter as higher compensation costs in the Global Wealth Management Group business segment related to MSSB were mostly offset by lower compensation costs in the Institutional Securities business segment. Non-compensation expenses increased 21%, primarily due to the inclusion of operating costs of MSSB. Diluted Earnings per Share (“EPS”) were $1.09 in the quarter ended June 30, 2010 compared with $(1.10) in the prior year period. Diluted EPS from continuing operations were $0.80 in the quarter ended June 30, 2010 compared with $(1.36) in the prior year period. The quarter ended June 30, 2009 included adjustments that reduced earnings per basic and diluted share by approximately $1.22 (see Notes 13 and 14 to the condensed consolidated financial statements for further information).

For the six months ended June 30, 2010, the Company recorded net income applicable to Morgan Stanley of $3,736 million compared with net loss applicable to Morgan Stanley of $28 million a year ago. Net revenues increased 110% to $17,028 million and non-interest expenses increased 38% to $12,834 million from the prior year period. Diluted EPS were $2.08 compared with $(1.71) a year ago. Diluted EPS from continuing operations were $1.82 compared with $(1.82) a year ago.

The Company’s effective income tax rate from continuing operations was 12.9% and 15.6% for the quarter and six months ended June 30, 2010 compared with 54.6% and 75.3% for the quarter and six months ended June 30, 2009, respectively. The results for the quarter and six months ended June 30, 2010 included the previously mentioned tax benefit of $345 million, or $0.20 per diluted share. The results for the six months ended June 30, 2010 also included a tax benefit of $382 million, or $0.20 per diluted share, related to the reversal of U.S. deferred tax liabilities associated with prior-years’ undistributed earnings of certain non-U.S. subsidiaries that were determined to be indefinitely reinvested abroad. The results for the six months ended June 30, 2009 included a tax benefit of $331 million, or $0.31 per diluted share, resulting from the cost of anticipated repatriation of non-U.S. earnings at lower than previously estimated tax rates. Excluding the benefits noted above, the effective tax rate from continuing operations in the quarter and six months ended June 30, 2010 would have been 33.5% and 32.9%, respectively. Excluding the benefit noted above, the effective tax rate from continuing operations in the six months ended June 30, 2009 would have been 48.0%. The decrease in the effective tax rate in the quarter and six months ended June 30, 2010 compared with the prior year periods is reflective of the level and geographic mix of earnings.

Institutional Securities.    Institutional Securities recorded income from continuing operations before income taxes of $1,570 million in the quarter ended June 30, 2010, compared with a loss from continuing operations before income taxes of $298 million in the quarter ended June 30, 2009.

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Net revenues increased to $4,502 million in the quarter ended June 30, 2010, from $2,967 million in the quarter ended June 30, 2009, which reflected gains of approximately $746 million resulting from the widening of the Company’s credit spreads on certain long-term and short-term borrowings accounted for at fair value, compared with losses of approximately $2.3 billion from the tightening of the Company’s credit spreads on such borrowings in the prior year period.

Investment banking revenues decreased 21% to $885 million from the prior year period, primarily reflecting lower equity and fixed income underwritings, partially offset by higher advisory fees from merger, acquisition and restructuring transactions. Advisory fees from merger, acquisition and restructuring transactions were $288 million, an increase of 7% and reflected higher levels of completed activity from the comparable period of 2009. Underwriting revenues of $597 million decreased 30% from the quarter ended June 30, 2009 due to lower levels of market activity. Equity underwriting revenues decreased 41% to $269 million. Fixed income underwriting revenues decreased 18% to $328 million.

Equity sales and trading revenues increased 82% to $1,415 million in the quarter ended June 30, 2010 from the comparable period of 2009. Equity sales and trading revenues reflected positive revenue of $129 million in the quarter ended June 30, 2010 due to the widening of the Company’s credit spreads resulting from the decrease in the fair value of certain of the Company’s long-term and short-term borrowings, primarily structured notes, for which the fair value option was elected, compared with losses of $757 million in the quarter ended June 30, 2009, related to the tightening of the Company’s credit spreads. Lower net revenues from cash and derivative products reflected a challenging trading environment, partially offset by improved customer flows.

Fixed income sales and trading revenues increased 160% to $2,345 million in the quarter ended June 30, 2010 from $903 million in the prior year quarter. Results in the quarter ended June 30, 2010 included positive revenue of approximately $602 million due to the widening of the Company’s credit spreads resulting from the decrease in the fair value of certain of the Company’s long-term and short-term borrowings, primarily structured notes, for which the fair value option was elected, compared with losses of approximately $1.3 billion in the prior year quarter from the tightening of the Company’s credit spreads. Interest rate, credit and currency product revenues decreased 49% in the quarter ended June 30, 2010 reflecting a challenging trading environment, partially offset by strong client revenues. Interest rate, currency and credit product net revenues in the quarter ended June 30, 2009 reflected favorable positioning in volatile markets. Commodity net revenues increased 30% in the quarter ended June 30, 2010, primarily due to higher revenues recognized on structured transactions.

In the quarter ended June 30, 2010, other sales and trading net revenues reflected a net loss of $101 million compared with net gains of $35 million in the quarter ended June 30, 2009. Results for the quarter ended June 30, 2010 included net losses of $277 million associated with loans and lending commitments compared with net gains of approximately $633 million in the prior year quarter. Results in the current quarter also included gains of $176 million related to other hedging activities. Results in the quarter ended June 30, 2009 also included a negative adjustment of $195 million, reflecting the improvement in the Company’s debt-related credit spreads on certain debt related to China Investment Corporation (“CIC’s”) investment in the Company and losses of approximately $400 million from mark-to-market movements on swaps previously designated as hedges of a portion of the Company’s long-term debt and other hedging activities.

Principal transaction net investment losses of $68 million were recognized in the quarter ended June 30, 2010 compared with net investment losses of $184 million in the quarter ended June 30, 2009. The losses in the current quarter were primarily due to lower equity valuations. The losses in the quarter ended June 30, 2009 were primarily related to principal investments in real estate funds and investments associated with certain employee deferred compensation plans.

Non-interest expenses decreased 10% in the quarter ended June 30, 2010, primarily due to lower compensation expense. Compensation and benefits expense decreased 22% in the quarter ended June 30, 2010 primarily due to

89

lower net revenues, excluding the impact of the Company’s debt-related credit spreads. Non-compensation expenses increased 12% in the quarter ended June 30, 2010 and reflected higher provisions for litigation and regulatory proceedings, and brokerage and clearing expenses.

Global Wealth Management Group.    Global Wealth Management Group recorded income from continuing operations before income taxes of $207 million in the quarter ended June 30, 2010 compared with a loss of $71 million in the prior year quarter. Comparisons of the current quarter results with the prior year period were affected by the results of MSSB, which closed on May 31, 2009.

Net revenues were $3,074 million, a 60% increase over the prior year quarter, primarily related to incremental net revenues from MSSB. Client assets in fee-based accounts increased to $396 billion and represented 26% of total client assets at June 30, 2010, compared with $325 billion and 23% at June 30, 2009, respectively. Total client asset balances increased to $1,500 billion at June 30, 2010 from $1,420 billion at June 30, 2009.

Non-interest expenses increased 44% in the quarter ended June 30, 2010 and included higher costs related to the consolidation of operating expenses of MSSB, the amortization of MSSB’s intangible assets, and deal closing costs of $6 million and integration costs of $106 million for MSSB. Compensation and benefits expense increased 44% in the quarter ended June 30, 2010, primarily reflecting the consolidation of MSSB. The number of global representatives was 18,087 at June 30, 2010 compared with 18,444 at June 30, 2009.

Asset Management.    Asset Management recorded a loss from continuing operations before income taxes of $86 million in the quarter ended June 30, 2010 compared with a loss of $210 million in the quarter ended June 30, 2009. Net revenues were $410 million compared with $358 million from the prior year period. The increase was due to net investment gains in the Company’s merchant banking business, compared with net investment losses in the prior year period, partly offset by a decrease in revenues in the core businesses, which includes traditional equity and fixed income funds, hedge funds and funds of funds. The prior year quarter included gains of $128 million related to the disposition of the remaining securities issued by structured investment vehicles held on the Company’s condensed consolidated statements of financial condition. Assets under management or supervision within Asset Management were $251 billion at June 30, 2010, up from $242 billion at June 30, 2009, an increase of 4%. This increase reflected market appreciation, partially offset by net customer outflows primarily in the Company’s money market funds. Non-interest expenses decreased 13% in the quarter ended June 30, 2010 compared with the quarter ended June 30, 2009, reflecting a decrease in compensation and benefits expense and non-compensation expense. The decrease in compensation and benefits expense primarily reflected principal investment losses associated with employee deferred compensation and co-investment plans compared with gains in the prior year period, partially offset by certain international tax equalization payments.

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Certain Factors Affecting Results of Operations, Total Equity and Earnings Per Common Share.

The Company’s results of operations may be materially affected by market fluctuations and by economic factors. In addition, results of operations in the past have been, and in the future may continue to be, materially affected by many factors of a global nature, including the effect of political and economic conditions and geopolitical events; the effect of market conditions, particularly in the global equity, fixed income and credit markets, including corporate and mortgage (commercial and residential) lending and commercial real estate investments; the impact of current, pending and future legislation (including the recently enacted financial reform legislation), regulation, and legal actions in the U.S. and worldwide, the level and volatility of equity, fixed income and commodity prices, and interest rates, currency values and other market indices; the availability and cost of both credit and capital as well as the credit ratings assigned to the Company’s unsecured short-term and long-term debt; investor sentiment and confidence in the financial markets; the Company’s reputation; the actions and initiatives of current and potential competitors; and technological changes. Such factors also may have an impact on the Company’s ability to achieve its strategic objectives on a global basis. For a further discussion of these and other important factors that could affect the Company’s business, see “Competition” and “Supervision and Regulation” in Part I, Item 1, and “Risk Factors” in Part I, Item 1A of the Form 10-K and “Other Matters—Regulatory Outlook” in Part I, Item 2 herein.

Results of Operations and Total Equity.

The following items significantly affected the Company’s results of operations in the quarters and six months ended June 30, 2010 and 2009.

Morgan Stanley Debt.    Net revenues reflected gains of approximately $750 million and approximately $803 million in the quarter and six months ended June 30, 2010, respectively, from the widening of the Company’s credit spreads on certain long-term and short-term borrowings, including structured notes and junior subordinated debentures that are accounted for at fair value. In the quarter and six months ended June 30, 2009, net revenues reflected losses of approximately $2.3 billion and approximately $4.0 billion, respectively, from the tightening of the Company’s credit spreads on such borrowings.

In addition, in the quarter and six months ended June 30, 2009 the Company recorded gains of approximately $270 million and $515 million, respectively, from repurchasing its debt in the open market.

Gain on Sale of Retail Asset Management.    On June 1, 2010, the Company completed the sale of Retail Asset Management, including Van Kampen, to Invesco. The Company received $800 million in cash and approximately 30.9 million shares of Invesco stock upon sale, resulting in a cumulative after-tax gain of $673 million, of which $514 million was recorded in the quarter ended June 30, 2010. The remaining gain of $159 million, representing tax basis benefits, was recorded primarily in the quarter ended December 31, 2009. The results of Retail Asset Management are reported as discontinued operations within the Asset Management business segment for all periods presented. The Company recorded the 30.9 million shares, representing approximately a 7% minority interest in Invesco, as securities available for sale.

Gain on Sale of Non-Controlling Interest.    In connection with the closing of the previously announced transaction between the Company and Mitsubishi UFJ Financial Group, Inc. (“MUFG”) to form a joint venture in Japan, the Company recorded an after-tax gain of $717 million from the sale of a non-controlling interest in its Japanese institutional securities business. This gain was recorded in Paid-in capital in the Company’s condensed consolidated statements of financial condition at June 30, 2010 and changes in total equity for the six months ended June 30, 2010. See “Other Matters—Japan Securities Joint Venture” herein for further information.

Income Tax Benefit.    In the quarter and six months ended June 30, 2010, the Company recognized tax benefits of $345 million and $727 million, respectively. The quarter and six months ended June 30, 2010 included a tax benefit of $345 million associated with the remeasurement of net unrecognized tax benefits and related interest

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based on new information regarding the status of federal and state examinations. The six months ended June 30, 2010 also included a tax benefit of $382 million related to the reversal of U.S. deferred tax liabilities associated with prior-years’ undistributed earnings of certain non-U.S. subsidiaries that were determined to be indefinitely reinvested abroad. In the six months ended June 30, 2009, the Company recognized a tax benefit of $331 million resulting from the cost of anticipated repatriation of non-U.S. earnings at lower than previously estimated tax rates.

U.K. Tax.    During the quarter ended June 30, 2010, the Company recognized a charge of $361 million in Compensation and benefits expense relating to the U.K. government’s payroll tax on 2009 discretionary bonuses. The Company expects to pay the payroll tax in August 2010.

Mortgage-Related Trading.    In the quarter and six months ended June 30, 2010, the Company recorded mortgage-related trading gains of approximately $300 million and $600 million, respectively, primarily related to commercial mortgage-backed securities and commercial whole loan positions and non-subprime residential mortgages.

In the quarter and six months ended June 30, 2009, the Company recorded mortgage-related trading losses of approximately $400 million and $300 million, respectively. The quarter ended June 30, 2009 included losses on commercial mortgage-backed securities and commercial whole loan positions and U.S. subprime mortgage proprietary trading exposures. The six months ended June 30, 2009 included losses on U.S. subprime mortgage proprietary trading exposures and non-subprime residential mortgages, partially offset by gains on commercial mortgage-backed securities and commercial whole loan positions.

Corporate Lending.    The Company recorded the following amounts primarily associated with loans and lending commitments carried at fair value within the Institutional Securities business segment:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010(1)			2009(1)			2010(1)			2009(1)
	(dollars in billions)
Gains (losses) on loans and lending commitments	$	(0.4	)	$	2.5		$	(0.2	)	$	2.2
Gains (losses) on hedges		0.1			(1.9	)		(0.1	)		(2.0	)
Total (losses) gains	$	(0.3	)	$	0.6		$	(0.3	)	$	0.2

(1) Amounts include realized and unrealized gains (losses).

Monoline Insurers.    Monoline insurers (“Monolines”) provide credit enhancement to capital markets transactions. The quarter ended June 30, 2010 included losses of $186 million related to Monoline credit exposures compared with gains of $72 million in the quarter ended June 30, 2009. The six months ended June 30, 2010 included losses of $330 million compared to gains of $56 million in the prior year period. The current credit environment continued to affect the ability of such financial guarantors to provide credit enhancement to existing capital market transactions. The Company’s direct exposure to Monolines is limited to bonds that are insured by Monolines and to derivative contracts with a Monoline as counterparty (principally an affiliate of MBIA Inc.). The Company’s exposure to Monolines at June 30, 2010 consisted primarily of $1.5 billion in insured municipal bond securities, $108 million of mortgage and asset-backed securities enhanced by financial guarantees, and approximately $155 million in net counterparty exposure (gross exposure of approximately $5.1 billion net of cumulative credit valuation adjustments of approximately $2.8 billion and net of hedges). Net counterparty exposure is defined as potential loss to the Company over a period of time in an event of 100% default of a Monoline, assuming zero recovery. The Company’s hedging program for Monoline risk includes the use of transactions that effectively mitigate certain market risk components of existing underlying transactions with the Monolines. The Company’s hedging program for Monoline counterparty exposure is becoming more costly, and as such, the losses in the quarter ended June 30, 2010 reflect those additional costs, as well as increases in credit valuation adjustments that were not offset by corresponding gains on hedges. The Company continues to proactively manage its Monoline exposure, but as market conditions continue to evolve, additional losses could be incurred.

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Employee Benefit Plans.    On June 1, 2010, Morgan Stanley Employees Retirement Plan (the “Pension Plan”) for U.S. participants was amended to cease accruals of benefits under the Pension Plan effective January 1, 2011. Any benefits earned by participants under the Pension Plan at December 31, 2010 will be preserved and will be payable in the future based on the Pension Plan’s provisions. In addition, the Company will not accrue any future service costs after December 31, 2010. As a result, the Company reduced Compensation and benefits expense by approximately $51 million on the condensed consolidated statements of income for the quarter ended June 30, 2010. Additionally, the Company remeasured the obligation and assets of the Pension Plan at May 31, 2010 and recognized a gain of $166 million ($102 million after-tax) on the condensed consolidated statements of comprehensive income, after reflecting the $51 million reduction in Compensation and benefits expense.

MSSB.    During the quarter and six months ended June 30, 2010, the Company recorded deal closing costs of approximately $6 million and $12 million, respectively, and integration costs of approximately $106 million and $206 million, respectively. During the quarter and six months ended June 30, 2009, the Company recorded deal closing costs of approximately $204 million and $214 million, respectively, and integration costs of approximately $41 million and $71 million, respectively. The deal closing costs in 2009 include a one-time expense of $124 million for replacement of deferred compensation awards for MSSB retirement-eligible employees. The costs of these replacement awards were fully allocated to Citi.

Real Estate Investments.    The Company recorded losses in the following business segments related to real estate investments. These amounts exclude investments that benefit certain deferred compensation and employee co-investment plans.

	Three Months Ended June 30,					Six Months Ended June 30,
	2010		2009			2010			2009
	(dollars in billions)
Institutional Securities
Continuing operations(1)	$	—	$	(0.3	)	$	—		$	(0.8	)
Discontinued operations(2)		—		—			(0.9	)		—
Total Institutional Securities		—		(0.3	)		(0.9	)		(0.8	)
Asset Management:
Continuing operations(3)		—		(0.3	)		—			(0.5	)
Discontinued operations(2)		—		(0.1	)		—			(0.4	)
Total Asset Management		—		(0.4	)		—			(0.9	)
Total	$	—	$	(0.7	)	$	(0.9	)	$	(1.7	)

(1) Losses related to net realized and unrealized losses from the Company’s limited partnership investments in real estate funds and are reflected in Principal transactions net investment revenues in the condensed consolidated statements of income.

(2) On March 31, 2010, the Board of Directors authorized a plan of disposal for Revel, a development stage enterprise and subsidiary of the Company that is primarily associated with a development property in Atlantic City, New Jersey. The results of Revel, including the loss from the planned disposal, are reported as discontinued operations for all periods presented and were formerly included within the Institutional Securities business segment. In the Asset Management business segment, amounts relate to Crescent.

(3) Losses related to net realized and unrealized losses from real estate investments in the Company’s merchant banking business and are reflected in Principal transactions—Investments in the condensed consolidated statements of income.

See “Other Matters—Real Estate” herein for further information.

Settlement with DFS.    On February 11, 2010, the Company and DFS entered into an agreement in which each party released the other party from claims related to the sharing of proceeds from the lawsuit against Visa and MasterCard. In addition, the Company and DFS entered into an agreement to provide that payments made by DFS to the Company in satisfaction of its obligations under the special dividend declared by DFS in June 2007, shall not exceed $775 million. Also on February 11, 2010, DFS paid the Company $775 million in complete satisfaction of its obligations to the Company under the special dividend. This payment is included in discontinued operations in the condensed consolidated statement of income for the six months ended June 30, 2010.

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MSCI.    In May 2009, the Company divested all of its remaining ownership interest in MSCI. The gain on sale, net of taxes was approximately $310 million. The results of MSCI are reported as discontinued operations for all periods presented. The results of MSCI were formerly included in the continuing operations of the Institutional Securities business segment.

Structured Investment Vehicles.    The Company recognized gains of $128 million and $171 million in the quarter and six months ended June 30, 2009, respectively, related to securities issued by structured investment vehicles (“SIVs”) included in the Company’s condensed consolidated statements of financial condition.

EPS.    The quarter ended June 30, 2009 included adjustments that reduced earnings per basic and diluted share by approximately $1.22. Such adjustments included $850 million related to the accelerated amortization of the issuance discount on the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series D, par value $0.01 per share, liquidation preference $1,000 per share (the “Series D Preferred Stock”) as a result of the Company’s repurchase of the Series D Preferred Stock, $202 million related to the repurchase by the Company of a portion of its Series C Non-Cumulative Non-Voting Perpetual Preferred Stock and MUFG’s related purchase of common stock and other preferred dividends and amortization of $353 million. See Note 13 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K for further information.

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Business Segments.

Substantially all of the Company’s operating revenues and operating expenses can be directly attributed to its business segments. Certain revenues and expenses have been allocated to each business segment, generally in proportion to its respective revenues or other relevant measures.

As a result of treating certain intersegment transactions as transactions with external parties, the Company includes an Intersegment Eliminations category to reconcile the business segment results to the Company’s consolidated results. Income before taxes in Intersegment Eliminations primarily represents the effect of timing differences associated with the revenue and expense recognition of commissions paid by the Asset Management business segment to the Global Wealth Management Group business segment associated with sales of certain products and the related compensation costs paid to the Global Wealth Management Group business segment’s global representatives. Intersegment Eliminations also reflect the effect of fees paid by the Institutional Securities business segment to the Global Wealth Management Group business segment related to the bank deposit program. Losses from continuing operations before income taxes recorded in Intersegment Eliminations were $13 million and $5 million in the quarters ended June 30, 2010 and 2009, respectively, and $15 million and $7 million in the six months ended June 30, 2010 and 2009, respectively.

See “Other Matters—Segments” herein for further information regarding transactions affecting the Global Wealth Management Group and Institutional Securities business segments.

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INSTITUTIONAL SECURITIES

INCOME STATEMENT INFORMATION

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(dollars in millions)
Revenues:
Investment banking	$	885		$	1,126		$	1,772		$	1,937
Principal transactions:
Trading		3,109			1,520			6,520			2,626
Investments		(68	)		(184	)		106			(974	)
Commissions		625			565			1,206			1,077
Asset management, distribution and administration fees		39			19			65			45
Other		26			311			166			497
Total non-interest revenues		4,616			3,357			9,835			5,208
Interest income		1,367			1,388			2,775			3,406
Interest expense		1,481			1,778			2,764			4,046
Net interest		(114	)		(390	)		11			(640	)
Net revenues		4,502			2,967			9,846			4,568
Compensation and benefits		1,638			2,109			3,809			3,149
Non-compensation expenses		1,294			1,156			2,400			2,181
Total non-interest expenses		2,932			3,265			6,209			5,330
Income (loss) from continuing operations before income taxes		1,570			(298	)		3,637			(762	)
Provision for (benefit from) income taxes		197			(168	)		527			(775	)
Income (loss) from continuing operations		1,373			(130	)		3,110			13
Discontinued operations:
(Loss) gain from discontinued operations		(25	)		508			(963	)		525
Provision for income taxes		—			193			—			199
(Loss) gain from discontinued operations		(25	)		315			(963	)		326
Net income		1,348			185			2,147			339
Net (loss) income applicable to non-controlling interests		(9	)		3			(5	)		(10	)
Net income applicable to Morgan Stanley	$	1,357		$	182		$	2,152		$	349
Amounts attributable to Morgan Stanley common shareholders:
Income (loss) from continuing operations, net of tax	$	1,382		$	(122	)	$	3,115		$	39
(Loss) gain from discontinued operations, net of tax		(25	)		304			(963	)		310
Net income applicable to Morgan Stanley	$	1,357		$	182		$	2,152		$	349

Investment Banking.    Investment banking revenues for the quarter ended June 30, 2010 decreased 21% from the comparable period of 2009, primarily reflecting lower equity and fixed income underwritings, partially offset by higher advisory fees from merger, acquisition and restructuring transactions. Advisory fees from merger, acquisition and restructuring transactions were $288 million, an increase of 7% and reflected higher levels of completed activity from the comparable period of 2009. Underwriting revenues of $597 million decreased 30% from the quarter ended June 30, 2009 due to lower levels of market activity. Equity underwriting revenues decreased 41% to $269 million. Fixed income underwriting revenues decreased 18% to $328 million.

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Investment banking revenues in the six months ended June 30, 2010 decreased 9% from the comparable period of 2009, primarily due to lower equity and fixed income underwritings and lower advisory revenues.

Sales and Trading Revenues.    Sales and trading revenues are composed of principal transactions trading revenues, commissions, asset management, distribution and administration fees and net interest revenues (expenses). In assessing the profitability of its sales and trading activities, the Company views principal trading, commissions, asset management, distribution and administration fees and net interest revenues (expenses) in the aggregate. In addition, decisions relating to principal transactions are based on an overall review of aggregate revenues and costs associated with each transaction or series of transactions. This review includes, among other things, an assessment of the potential gain or loss associated with a transaction, including any associated commissions, dividends, the interest income or expense associated with financing or hedging the Company’s positions, and other related expenses.

See “Other Matters—Segments” and “Other Matters—Dividend Income” herein for further information.

Total sales and trading revenues increased 113% in the quarter ended June 30, 2010 from the comparable period of 2009.

Sales and trading revenues by business were as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2010			2009(1)		2010			2009(1)
	(dollars in millions)
Equity	$	1,415		$	776	$	2,834		$	1,730
Fixed income		2,345			903		5,068			2,147
Other(2)		(101	)		35		(100	)		(769	)
Total sales and trading revenues	$	3,659		$	1,714	$	7,802		$	3,108

(1) All prior-period amounts have been reclassified to conform to the current period’s presentation.

(2) Other sales and trading net revenues primarily include net gains (losses) from loans and lending commitments and related hedges associated with the Company’s Institutional Securities’ lending and other corporate activities.

Equity.    Equity sales and trading revenues increased 82% to $1,415 million in the quarter ended June 30, 2010 from the comparable period of 2009. Equity sales and trading revenues reflected positive revenue of approximately $129 million in the quarter ended June 30, 2010 due to the widening of the Company’s credit spreads resulting from the decrease in the fair value of certain of the Company’s long-term and short-term borrowings, primarily structured notes, for which the fair value option was elected, compared with losses of approximately $757 million in the quarter ended June 30, 2009, related to the tightening of the Company’s credit spreads. Lower net revenues from cash and derivative products reflected a challenging trading environment, partially offset by improved customer flows.

In the quarter ended June 30, 2010 equity sales and trading revenues also reflected unrealized losses of approximately $60 million related to changes in the fair value of net derivative contracts attributable to the widening of the counterparties’ credit default spreads compared with unrealized gains of approximately $150 million related to changes in the fair value of net derivative contracts attributable to the tightening of the counterparties’ credit default spreads in the quarter ended June 30, 2009. The Company also recorded unrealized gains of $80 million in the quarter ended June 30, 2010 related to changes in the fair value of net derivative contracts attributable to the widening of the Company’s credit default swap spreads compared with unrealized losses of approximately $92 million in the quarter ended June 30, 2009 related to changes in the fair value of net derivative contracts attributable to the tightening of the Company’s credit default swap spreads. The unrealized gains and losses on credit default spreads do not reflect any gains or losses on related hedging instruments.

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Fixed Income.    Fixed income sales and trading revenues increased 160% to $2,345 million in the quarter ended June 30, 2010 from $903 million in the prior year quarter. Interest rate, credit and currency product revenues decreased 49% in the quarter ended June 30, 2010 reflecting a challenging trading environment, partially offset by strong client revenues. Interest rate, currency and credit product net revenues in the quarter ended June 30, 2009 reflected favorable positioning in volatile markets. Results in the quarter ended June 30, 2010 included positive revenue of approximately $602 million due to the widening of the Company’s credit spreads resulting from the decrease in the fair value of certain of the Company’s long-term and short-term borrowings, primarily structured notes, for which the fair value option was elected compared with losses of approximately $1.3 billion from the tightening of the Company’s credit spreads. Commodity net revenues increased 30% in the quarter ended June 30, 2010, primarily due to higher revenues recognized on structured transactions.

In the quarter ended June 30, 2010, fixed income sales and trading revenues reflected net unrealized losses of $820 million related to changes in the fair value of net derivative contracts attributable to the widening of the counterparties’ credit default spreads compared with unrealized gains of approximately $2,496 million in the quarter ended June 30, 2009 from the tightening of the counterparties’ credit default spreads. The Company also recorded unrealized gains of $919 million in the quarter ended June 30, 2010, related to changes in the fair value of net derivative contracts attributable to the widening of the Company’s credit default swap spreads compared with unrealized losses of approximately $1,095 million in the quarter ended June 30, 2009 related to the tightening of the Company’s credit default spreads. The unrealized gains and losses on credit default spreads do not reflect any gains or losses on related hedging instruments.

Other.    In addition to the equity and fixed income sales and trading revenues discussed above, sales and trading revenues include other trading revenues, consisting primarily of certain activities associated with the Company’s corporate lending activities. In the quarter ended June 30, 2010, other sales and trading net revenues reflected a net loss of $101 million compared with net gains of $35 million in the quarter ended June 30, 2009. Results for the quarter ended June 30, 2010 included net losses of $277 million (mark-to-market valuations and realized losses of $388 million, partially offset by gains on related hedges of $111 million) associated with loans and lending commitments. Results for the prior year quarter included net gains of approximately $633 million (mark-to-market valuations and realized gains of approximately $2,520 million partially offset by losses on related hedges of approximately $1,887 million) associated with loans and lending commitments largely related to certain “event-driven” lending to non-investment grade companies. The valuation of these commitments could change in future periods depending on, among other things, the extent that they are renegotiated or repriced or if the associated acquisition transaction does not occur. Results in the quarter ended June 30, 2010 also included gains of $176 million related to other hedging activities. Results in the quarter ended June 30, 2009 also included a negative adjustment of $195 million, reflecting the improvement in the Company’s debt-related credit spreads on certain debt related to CIC’s investment in the Company and losses of approximately $400 million from mark-to-market movements on swaps previously designated as hedges of a portion of the Company’s long-term debt and other hedging activities.

Sales and Trading Revenues in the Six Months Ended June 30, 2010.    Total sales and trading revenues increased 151% in the six months ended June 30, 2010 from the comparable period of 2009, reflecting higher equity and fixed income sales and trading revenues and lower losses on other sales and trading revenues. Equity sales and trading revenues increased 64% primarily due to positive revenues of approximately $177 million in the six months ended June 30, 2010 due to the widening of the Company’s debt-related credit spreads compared with negative revenue of approximately $1.3 billion in the six months ended June 30, 2009 due to the tightening of the Company’s debt-related credit spreads. Lower net revenues from derivative and equity cash products were partially offset by higher revenues in prime brokerage. Fixed income sales and trading revenues increased 136% primarily due to gains of approximately $604 million in the six months ended June 30, 2010 due to the widening of the Company’s debt-related credit spreads compared with negative revenue of approximately $2.3 billion in the six month ended June 30, 2009 due to the tightening of such spreads. This increase in fixed income sales and trading revenues was partially offset by lower revenues in interest rate, credit and currency products and commodity products. In the six months ended June 30, 2010, other sales and trading losses were $100 million

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compared with losses of $769 million in the six months ended June 30, 2009. Results in the six months ended June 30, 2010 included losses related to certain activities associated with the Company’s corporate lending activities. Results in the six months ended June 30, 2009 included losses reflecting the improvement in the Company’s debt-related credit spreads on certain debt related to CIC’s investment in the Company. Results in the six months ended June 30, 2010 also included losses related to securities in the Company’s domestic subsidiary banks, Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (formerly, Morgan Stanley Trust).

Principal Transactions—Investments.    Principal transaction net investment losses of $68 million and net investment gains of $106 million were recognized in the quarter and six months ended June 30, 2010 compared with net investment losses of $184 million and $974 million in the quarter and six months ended June 30, 2009, respectively. The losses in the quarter ended June 30, 2010 were primarily due to lower equity valuations. The gains in the six months ended June 30, 2010 and the losses in the quarter and six months ended June 30, 2009 were primarily related to principal investments in real estate funds and investments associated with certain employee deferred compensation plans.

Other.    Other revenues decreased 92% and 67% in the quarter and six months ended June 30, 2010, respectively. The quarter and six months ended June 30, 2009 primarily included gains of approximately $254 million and $487 million, respectively, related to the Company’s repurchase of its debt in the open market, partially offset by an impairment charge on certain loans. The decrease in the six months ended June 30, 2010 was partially offset by higher net servicing fee income.

Non-interest Expenses.    Non-interest expenses decreased 10% and increased 16% in the quarter and six months ended June 30, 2010. The decrease in the quarter was primarily due to lower compensation expense. The increase in the six months was primarily due to higher compensation expense. Compensation and benefits expenses decreased 22% in the quarter ended June 30, 2010 primarily due to lower net revenues, excluding the impact of the Company’s debt-related credit spreads. Compensation and benefits expenses in the quarter and six months ended June 30, 2010 included a charge of $354 million related to the U.K. government’s payroll tax on 2009 discretionary bonuses. Compensation and benefits expenses increased 21% in the six months ended June 30, 2010, primarily due to a higher level of net revenues. Non-compensation expenses increased 12% and 10% in the quarter and six months ended June 30, 2010. Occupancy and equipment expense decreased 7% and 14% in the quarter and the six months ended June 30, 2010, primarily due to lower leasing costs and lease exiting costs that were incurred in the prior year periods. Brokerage, clearing and exchange fees increased 40% in the quarter and six months ended June 30, 2010, primarily due to increased trading activity. Information processing and communications expense increased 10% and 9% in the quarter and six months ended June 30, 2010, primarily due to higher data processing and data storage costs. Marketing and business development expense increased 61% and 47% in the quarter and six months ended June 30, 2010, primarily due to higher levels of business activity. Professional services expense increased 25% and 16% in the quarter and six months ended June 30, 2010, respectively, primarily due to higher legal and consulting expenses. Other expenses decreased 17% and 14% in the quarter and six months ended June 30, 2010, primarily due to an insurance recovery in the quarter and six months ended June 30, 2010 and a loss provision in deferred compensation plans reflected in the quarter and six months ended June 30, 2009. These decreases were partially offset by higher provisions for litigation and regulatory proceedings, including $102.7 million related to the Assurance of Discontinuance entered into by the Company and the Office of the Attorney General for the Commonwealth of Massachusetts (see Part II—“Other Information—Legal Proceedings”).

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GLOBAL WEALTH MANAGEMENT GROUP

INCOME STATEMENT INFORMATION

	Three Months Ended June 30,					Six Months Ended June 30,
	2010		2009			2010		2009
	(dollars in millions)
Revenues:
Investment banking	$	201	$	165		$	374	$	226
Principal transactions:
Trading		249		303			591		549
Investments		—		1			6		(13	)
Commissions		692		412			1,374		674
Asset management, distribution and administration fees		1,572		816			3,200		1,327
Other		72		66			155		112
Total non-interest revenues		2,786		1,763			5,700		2,875
Interest income		387		265			726		491
Interest expense		99		105			247		144
Net interest		288		160			479		347
Net revenues		3,074		1,923			6,179		3,222
Compensation and benefits		1,966		1,362			3,938		2,206
Non-compensation expenses		901		632			1,756		968
Total non-interest expenses		2,867		1,994			5,694		3,174
Income (loss) from continuing operations before income taxes		207		(71	)		485		48
Provision for (benefit from) income taxes		61		(29	)		125		17
Income (loss) from continuing operations		146		(42	)		360		31
Net income (loss)		146		(42	)		360		31
Net income (loss) applicable to non-controlling interests		36		(118	)		151		(118	)
Net income applicable to Morgan Stanley	$	110	$	76		$	209	$	149

On May 31, 2009, MSSB was formed (see Note 3 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K). The Company owns 51% of MSSB, which is consolidated. As a result, the operating results for MSSB are included in the Global Wealth Management Group business segment since May 31, 2009. Net income applicable to non-controlling interests of $36 million and $151 million, respectively, in the quarter and six months ended June 30, 2010 primarily represents Citi’s interest in MSSB. Net loss applicable to non-controlling interests of $118 million in the quarter and six months ended June 30, 2009 represents Citi’s interest in MSSB for the one month period ended June 30, 2009.

Investment Banking.    Investment banking revenues increased 22% and 65% in the quarter and six months ended June 30, 2010, respectively, primarily due to the consolidation of operating revenues of MSSB.

Principal Transactions—Trading.    Principal transactions trading revenues decreased 18% in the quarter ended June 30, 2010, primarily due to lower revenues from fixed income securities and net losses related to investments associated with certain employee deferred compensation plans. Higher revenues from municipals and foreign-exchange related securities partially offset the decrease. Principal transactions trading revenues increased 8% in the six months ended June 30, 2010, partially due to the consolidation of the operating revenues of MSSB, partially offset by net losses related to investments associated with certain employee deferred compensation plans.

Principal Transactions—Investments.    Principal transaction net investment gains were $6 million in the six months ended June 30, 2010 compared with net investment losses of $13 million in the six months ended

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June 30, 2009. The results in the six months ended June 30, 2010 primarily reflected gains related to investments associated with certain employee deferred compensation plans compared with losses on such plans in the prior year period.

Commissions.    Commission revenues increased 68% and 104% in the quarter and six months ended June 30, 2010, respectively, reflecting the consolidation of operating revenues of MSSB and higher client activity.

Asset Management, Distribution and Administration Fees.    Asset management, distribution and administration fees increased 93% and 141% in the quarter and six months ended June 30, 2010, respectively, primarily due to the consolidation of the operating revenues of MSSB. From June 2009 until April 1, 2010, revenues in the bank deposit program were primarily included in Asset management, distribution and administration fees. Prior to June 2009, these revenues were previously reported in Interest income. The change was the result of agreements that were entered into in connection with the MSSB transaction. Beginning on April 1, 2010, revenues in the bank deposit program held at Morgan Stanley depository institutions are recorded as Interest income, due to renegotiations of the revenue sharing agreement as part of the Global Wealth Management Group business segment’s retail banking strategy. The Global Wealth Management Group business segment will continue to earn referral fees for deposits placed with Citi depository institutions, and these fees will continue to be recorded in Asset management, distribution and administration fees until the legacy Smith Barney deposits are migrated to the Company’s depository institutions.

Balances in the bank deposit program rose to $109.5 billion at June 30, 2010 from $105.7 billion at June 30, 2009, primarily due to new deposit activity related to MSSB, which include balances held at Citi’s depository institutions. Deposits held by certain of the Company’s FDIC-insured depository institutions were $52.3 billion of the $109.5 billion deposits at June 30, 2010.

Client assets in fee-based accounts increased to $396 billion and represented 26% of total client assets at June 30, 2010, compared with $325 billion and 23% at June 30, 2009, respectively. Total client asset balances increased to $1,500 billion at June 30, 2010 from $1,420 billion at June 30, 2009, primarily due to improved market conditions at June 30, 2010 compared with June 30, 2009. Client asset balances in households with assets greater than $1 million increased to $1,067 billion at June 30, 2010 from $951 billion at June 30, 2009.

Other.    Other revenues were $72 million and $155 million in the quarter and six months ended June 30, 2010, respectively, compared with $66 million and $112 million in the quarter and six months ended June 30, 2009, respectively, primarily due to the consolidation of the operating results of MSSB.

Net Interest.    Net interest revenues increased 80% and 38% in the quarter and six months ended June 30, 2010, respectively, primarily resulting from the securities available for sale portfolio (see “Other Matters—Securities Available for Sale” herein) and the consolidation of operating results of MSSB. The current quarter also reflected higher revenues due to the change in classification of the bank deposit program noted above.

Non-interest Expenses.    Non-interest expenses increased 44% and 79% in the quarter and six months ended June 30, 2010, respectively. The quarter and six months ended June 30, 2010 included higher costs related to the consolidation of operating expenses of MSSB and the amortization of MSSB’s intangible assets. The quarter and six months ended June 30, 2010 included deal closing costs of $6 million and $12 million, respectively, and integration costs of $106 million and $206 million, respectively, for MSSB. The quarter and six months ended June 30, 2009 included deal closing costs of approximately $204 million and $214 million for MSSB, respectively. Deal closing costs include a one-time expense of $124 million primarily for replacement deferred compensation awards. The cost of these replacement awards was fully allocated to Citi within non-controlling interests. The quarter and six months ended June 30, 2009 included integration costs of approximately $41 million and $71 million for MSSB, respectively.

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Compensation and benefits expense increased 44% and 79% in the quarter and six months ended June 30, 2010, respectively, primarily reflecting the consolidation of operating expenses of MSSB, partially offset by a reduction in Compensation and benefits expense related to changes in the Company’s Pension Plan (see “Certain Factors Affecting Results of Operations, Total Equity and Earnings Per Common Share—“Employee Benefit Plans” herein). Non-compensation expenses increased 43% and 81% in the quarter and six months ended June 30, 2010, respectively. During the quarter and six months ended June 30, 2010, occupancy and equipment expense increased 38% and 70%, respectively, information processing and communications expense increased 84% and 108%, respectively, professional services expense increased 26% and 53%, respectively, and other expenses increased 47% and 122%, respectively, primarily due to the consolidation of operating expenses of MSSB.

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ASSET MANAGEMENT

INCOME STATEMENT INFORMATION

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(dollars in millions)
Revenues:
Investment banking	$	7		$	5		$	7		$	6
Principal transactions:
Trading		(10	)		(90	)		(11	)		(87	)
Investments		16			58			205			(288	)
Asset management, distribution and administration fees		383			396			797			765
Other		36			12			107			28
Total non-interest revenues		432			381			1,105			424
Interest income		3			4			9			11
Interest expense		25			27			51			55
Net interest		(22	)		(23	)		(42	)		(44	)
Net revenues		410			358			1,063			380
Compensation and benefits		282			331			557			424
Non-compensation expenses		214			237			419			449
Total non-interest expenses		496			568			976			873
(Loss) income from continuing operations before income taxes		(86	)		(210	)		87			(493	)
(Benefit from) provision for income taxes		(39	)		(120	)		4			(153	)
(Loss) income from continuing operations		(47	)		(90	)		83			(340	)
Discontinued operations:
Gain (loss) from discontinued operations		901			(31	)		966			(307	)
Provision for (benefit from) income taxes		360			(12	)		330			(120	)
Gain (loss) from discontinued operations		541			(19	)		636			(187	)
Net income (loss)		494			(109	)		719			(527	)
(Loss) net income applicable to non-controlling interests		(3	)		(1	)		113			(1	)
Net income (loss) applicable to Morgan Stanley	$	497		$	(108	)	$	606		$	(526	)
Amounts attributable to Morgan Stanley common shareholders:
(Loss) income from continuing operations, net of tax	$	(44	)	$	(89	)	$	(30	)	$	(339	)
Gain (loss) from discontinued operations, net of tax		541			(19	)		636			(187	)
Net income (loss) applicable to Morgan Stanley	$	497		$	(108	)	$	606		$	(526	)

On June 1, 2010, the Company completed the sale of Retail Asset Management, including Van Kampen, to Invesco. The Company recorded a cumulative after-tax gain of $673 million, of which $514 million was recorded in the quarter ended June 30, 2010. The remaining gain of $159 million, representing tax basis benefits was recorded primarily in the quarter ended December 31, 2009. The results of Retail Asset Management are reported as discontinued operations within the Asset Management business segment for all periods presented.

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Statistical Data.

The results presented in the statistical tables below exclude the operations of Retail Asset Management, as those results are included in discontinued operations for all periods presented through the date of sale (see Note 20 to the condensed consolidated financial statements).

Asset Management’s period-end and average assets under management or supervision were as follows:

	At June 30,				Average For the Three  Months Ended June 30,				Average For the Six  Months Ended June 30,
	2010		2009(1)		2010		2009(1)		2010		2009(1)
	(dollars in billions)
Assets under management or supervision by asset class:
Core asset management:
Equity	$	73	$	67	$	77	$	64	$	78	$	62
Fixed income—long term		56		49		57		50		56		51
Money market		50		59		51		65		53		72
Alternatives(2)		41		37		42		35		42		36
Total core asset management		220		212		227		214		229		221
Merchant banking:
Private equity		5		4		5		4		5		4
Infrastructure		4		4		4		4		4		4
Real estate		15		17		15		22		15		26
Total merchant banking		24		25		24		30		24		34
Total assets under management or supervision		244		237		251		244		253		255
Share of minority stake assets(3)		7		5		7		5		7		5
Total	$	251	$	242	$	258	$	249	$	260	$	260

(1) Prior-period information has been reclassified to conform to the current period’s presentation.

(2) The alternatives asset class includes a range of investment products such as hedge funds, funds of hedge funds, funds of private equity funds and funds of real estate funds.

(3) Amounts represent Asset Management’s proportional share of assets managed by entities in which it owns a minority stake.

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Activity in Asset Management’s assets under management or supervision during the quarters and six months ended June 30, 2010 and 2009 was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009(1)			2010			2009(1)
	(dollars in billions)
Balance at beginning of period	$	262		$	250		$	266		$	290
Net flows by asset class:
Core asset management:
Equity		(1	)		(4	)		(2	)		(5	)
Fixed income—long term		—			(4	)		1			(9	)
Money market		—			(13	)		(8	)		(22	)
Alternatives(2)		—			(1	)		—			(5	)
Total core asset management		(1	)		(22	)		(9	)		(41	)
Merchant banking:
Private equity		—			—			—			(1	)
Real estate		—			(2	)		1			(2	)
Total merchant banking		—			(2	)		1			(3	)
Total net flows		(1	)		(24	)		(8	)		(44	)
Net market (depreciation)/appreciation		(10	)		16			(7	)		(3	)
Total net decrease		(11	)		(8	)		(15	)		(47	)
Net decrease in share of minority stake assets(3)		—			—			—			(1	)
Balance at end of period	$	251		$	242		$	251		$	242

(1) Prior-period information has been reclassified to conform to the current period’s presentation.

(2) The alternatives asset class includes a range of investment products such as hedge funds, funds of hedge funds, funds of private equity funds and funds of real estate funds.

(3) Amounts represent Asset Management’s proportional share of assets managed by entities in which it owns a minority stake.

Principal Transactions—Trading.    In the quarter and six months ended June 30, 2010, the Company recognized losses of $10 million and $11 million, respectively, compared with losses of $90 million and $87 million in the quarter and six months ended June 30, 2009, respectively. Trading results in the quarter and six months ended June 30, 2010 were primarily related to contributions to money market funds, partially offset by gains from hedges on certain investments. Trading results in the quarter and six months ended June 30, 2009 were primarily related to mark-to-market losses on a lending facility to a real estate fund sponsored by the Company and losses from hedges on certain investments and long-term debt. Losses in the quarter and six months ended June 30, 2009 were partially offset by net gains of $128 million and $171 million, respectively, related to securities issued by SIVs previously held on the Company’s condensed consolidated statements of financial condition.

Principal Transactions—Investments.    The Company recorded principal transactions net investment gains of $16 million in the quarter ended June 30, 2010 compared with gains of $58 million in the quarter ended June 30, 2009. The Company recorded net investment gains of $205 million in the six months ended June 30, 2010 compared with losses of $288 million in the six months ended June 30, 2009. The decrease in the quarter was primarily related to lower net investment gains associated with the Company’s alternative products and equity investments. The results in the six months ended June 30, 2010 were primarily related to net investment gains associated with the Company’s merchant banking business, primarily due to certain consolidated real estate funds sponsored by the Company. The losses in the six months ended June 30, 2009 were primarily related to net investment losses associated with the Company’s merchant banking business, including real estate investments, and losses associated with certain investments associated with the Company’s employee deferred compensation and co-investment plans.

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Asset Management, Distribution and Administration Fees.    Asset management, distribution and administration fees decreased 3% in the quarter ended June 30, 2010 and increased 4% in the six months ended June 30, 2010. The decrease in the quarter was primarily due to lower performance fees, partially offset by higher fund management and administration fees. The increase in the six months reflected higher fund management and administration fees. The higher fund management and administration fees in both periods reflected an increase in average assets under management in equity and alternatives asset classes.

The Company’s assets under management increased $9 billion from June 30, 2009 to June 30, 2010 reflecting market appreciation, partially offset by net customer outflows of $5.1 billion primarily in the Company’s money market funds.

Other.    Other revenues increased $24 million and $79 million in the quarter and six months ended June 30, 2010 compared with the quarter and six months ended June 30, 2009, respectively, reflecting higher revenues associated with Avenue Capital Group, a New York-based investment manager, and Lansdowne Partners, a London-based investment manager, in which the Company owns a minority stake.

Non-interest Expenses.    Non-interest expenses decreased 13% in the quarter ended June 30, 2010 compared with the quarter ended June 30, 2009, primarily reflecting a decrease in compensation and benefits expense. Non-interest expenses increased 12% in the six months ended June 30, 2010 compared with the six months ended June 30, 2009, primarily reflecting an increase in compensation and benefits expense. Compensation and benefits expenses decreased 15% in the quarter ended June 30, 2010, primarily reflecting principal investment losses associated with employee deferred compensation and co-investment plans compared with gains in the prior year period, partially offset by certain international tax equalization payments. Compensation and benefits expenses increased 31% in the six months ended June 30, 2010, primarily reflecting principal investment gains in the current year related to employee deferred compensation and co-investment plans, compared with losses in the prior year period. Non-compensation expenses for the quarter and six months ended June 30, 2010 included intangible asset impairment charges related to certain investment management contracts of $17 million and $27 million, respectively.

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Accounting Developments.

Scope Exception Related to Embedded Credit Derivatives.

In March 2010, the Financial Accounting Standards Board issued accounting guidance that changes the accounting for credit derivatives embedded in beneficial interests in securitized financial assets. The new guidance will eliminate the scope exception for embedded credit derivatives, unless they are created solely by subordination of one financial instrument to another. Bifurcation and separate recognition may be required for certain beneficial interests that are currently not accounted for at fair value through earnings. This new guidance is effective for the Company beginning in the quarter ending September 30, 2010. The Company does not expect the new accounting guidance to have any impact on the condensed consolidated financial statements.

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Other Matters.

Real Estate.

The Company acts as the general partner for various real estate funds and also invests in certain of these funds as a limited partner. The Company’s real estate investments as of June 30, 2010 and December 31, 2009 are described below. Such amounts exclude investments that benefit certain employee deferred compensation and co-investment plans.

At June 30, 2010 and December 31, 2009, the condensed consolidated statements of financial condition include amounts representing real estate investment assets of consolidated subsidiaries of approximately $1.7 billion and $2.1 billion, respectively, net of non-controlling interests of approximately $1.2 billion and $0.6 billion, respectively. This net presentation represents a non-GAAP financial measure. The Company considers such presentation a useful measure for investors as it represents the Company’s net exposure. The decrease from December 31, 2009 to June 30, 2010 was primarily due to the $951 million write-off in connection with the planned disposition of Revel (see Note 1 to the condensed consolidated financial statements). In addition, the Company has contractual capital commitments, guarantees, lending facilities and counterparty arrangements with respect to these investments of $1.2 billion at June 30, 2010 (see Note 11 to the condensed consolidated financial statements). One of the Company’s real estate funds is currently engaged in negotiations with its lenders regarding a potential restructuring of loans provided to a specific investment in the fund’s portfolio. These loans have been extended to allow negotiations to continue. In that context, the lenders may allege various claims that would imply that the fund is obliged to support this investment to an extent that would exceed the fund’s available liquid resources. In that event, the fund would assert substantial defenses to such claims. The Company is not obliged to provide any support to the fund. A consolidated subsidiary of the Company is the general partner of the fund but the loans and guarantees are non-recourse to any other entity or assets of the Company. While the Company cannot provide assurance that the fund’s negotiations will result in a restructuring, it does not currently believe that the resolution of the restructuring will require the Company to pay or contribute amounts in excess of the amount of guarantees.

See “Certain Factors Affecting Results of Operations, Total Equity and Earnings Per Common Share—Real Estate Investments” herein for further information.

Japan Securities Joint Venture.

On May 1, 2010, the Company and MUFG closed the previously announced transaction to form a joint venture in Japan of their respective investment banking and securities businesses. MUFG and the Company have integrated their respective Japanese securities companies by forming two joint venture companies. MUFG contributed the investment banking, wholesale and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities Co., Ltd. into one of the joint venture entities named Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”). The Company contributed the investment banking operations conducted in Japan by its subsidiary, Morgan Stanley MUFG Securities, Co., Ltd. (“MSMS”), formerly known as Morgan Stanley Japan Securities Co., Ltd. into MUMSS (MSMS, together with MUMSS, the “Joint Venture”). MSMS will continue its sales and trading and capital markets business conducted in Japan. Following the respective contributions to the Joint Venture and a cash payment of 26 billion yen from MUFG to the Company at closing of the transaction (subject to certain post-closing cash adjustments), the Company owns a 40% economic interest in the Joint Venture and MUFG owns a 60% economic interest in the Joint Venture. The Company holds a 40% voting interest and MUFG holds a 60% voting interest in MUMSS, while the Company holds a 51% voting interest and MUFG holds a 49% voting interest in MSMS. At May 1, 2010, the Company continues to include MSMS in its financial statements and accounts for its interest in MUMSS as an equity method investment.

See “Certain Factors Affecting Results of Operations, Total Equity and Earnings Per Common Share—Gain on Sale of Non-Controlling Interests” herein for further information.

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Segments.

Global Wealth Management Group.

From June 2009 until April 1, 2010, revenues in the bank deposit program were primarily included in Asset management, distribution and administration fees. Prior to June 2009, these revenues were previously reported in Interest income. The change was the result of agreements that were entered into in connection with the MSSB transaction. Beginning on April 1, 2010, revenues in the bank deposit program held at Morgan Stanley depository institutions are recorded as Interest income, due to renegotiations of the revenue sharing agreement as part of the Global Wealth Management Group business segment’s retail banking strategy. The Global Wealth Management Group business segment will continue to earn referral fees for deposits placed with Citi depository institutions, and these fees will continue to be recorded in Asset management, distribution and administration fees until the legacy Smith Barney deposits are migrated to the Company’s depository institutions.

Global Wealth Management Group and Institutional Securities.

Effective January 1, 2010, certain transfer pricing arrangements between the Global Wealth Management Group business segment and the Institutional Securities business segment relating to Global Wealth Management Group business segment’s fixed income trading activities were modified to conform to agreements with Citi in connection with MSSB. In addition, with an effective date of January 1, 2010, the Global Wealth Management Group business segment sold approximately $3 billion of Auction Rate Securities to the Institutional Securities business segment at book value.

Institutional Securities.    The Company changed the allocation methodology for funding costs between equity and fixed income sales and trading to more accurately reflect business activity. Effective January 1, 2010, funding costs are allocated 35% to equity sales and trading and 65% to fixed income sales and trading. Prior to January 1, 2010, funding costs were allocated 20% and 80% to equity and fixed income sales and trading, respectively.

Effective January 1, 2010, Equity sales and trading revenues include Asset management, distribution and administrations fees as these fees relate to administrative services primarily provided to the Company’s prime brokerage clients and therefore, closely align to equity sales and trading revenues. Prior periods have been adjusted to conform to the current presentation.

Dividend Income.

Effective January 1, 2010, the Company reclassified dividend income associated with trading and investing activities to Principal transactions—Trading or Principal transactions—Investments depending upon the business activity. Previously, these amounts were included in Interest and dividends on the condensed consolidated statements of income. These reclassifications were made in connection with the Company’s conversion to a financial holding company. Prior periods have been adjusted to conform to the current presentation.

Securities Available for Sale.

During the first quarter of 2010, the Company established a portfolio of debt securities in order to manage interest rate risk. The securities have been classified as securities available for sale (“AFS”) in accordance with accounting guidance for investments in debt and equity securities and are included within the Global Wealth Management Group business segment.

During the second quarter of 2010, the Company classified certain marketable equity securities received in connection with the Company’s sale of Retail Asset Management as AFS securities (see “Discontinued Operations-Retail Asset Management Business” herein for further information) and these equity securities are included within the Asset Management business segment.

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See Note 5 to the condensed consolidated financial statements for further information on securities available for sale.

China Investment Corporation.

On July 1, 2010, Moody’s Investors Service, Inc. (“Moody’s”) announced that it was lowering the equity credit assigned to future, as well as outstanding, hybrid securities, such as the Company’s Equity Units that were issued to a subsidiary of China Investment Corporation in December 2007. The terms of the Equity Units permit the Company to redeem the junior subordinated debentures underlying the Equity Units upon the occurrence and continuation of such a change in equity credit (a “Rating Agency Event”). In response to this Rating Agency Event, the Company has obtained the necessary approvals from the Federal Reserve in connection with the redemption of the underlying debentures. As a consequence of such redemption these trust preferred securities will not be remarketed as would have been required under the terms of the Equity Units.

Regulatory Outlook.

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) into law. While certain portions of the Dodd-Frank Act will be effective immediately, other portions will be effective only following extended transition periods. At this time, it is difficult to assess fully the impact that the Dodd-Frank Act will have on the Company and on the financial services industry generally. Implementation of the Dodd-Frank Act will be accomplished through numerous rulemakings by several governmental agencies. Therefore, it will take some time for the comprehensive effects of the legislation to emerge and be understood. The Dodd-Frank Act also mandates the preparation of studies on a wide range of issues, which could lead to additional legislation or regulatory changes. In addition, various legislative and regulatory initiatives continue outside the United States which may also affect the Company’s business and operations. For example, the Basel Committee on Banking Supervision (the “Basel Committee”) has proposed new standards to raise the quality of capital, increase capital requirements for securitizations, trading book exposure and counterparty credit risk exposure, and it is not clear how the Basel Committee proposals, when finalized and adopted, will interact with the capital and leverage standards set forth in the Dodd-Frank Act.

The Dodd-Frank Act may significantly affect a wide range of the Company’s business and operations, including: limiting the Company’s ability to engage in private equity, hedge fund and proprietary trading activities; subjecting swap dealers and major swap participants to extensive new oversight and regulations, including new capital, margin, exchange trading, clearing and settlement requirements and business conduct standards and position limits; imposing heightened capital, leverage, prudential and other requirements under the new systemic risk regime, limiting the Company’s concentration of risk and credit exposure to non-affiliates and enhancing lending limits between depository institutions and their affiliates; applying a new orderly liquidation authority for liquidating financial companies and certain of their subsidiaries if the U.S. Department of the Treasury makes certain financial distress and systemic risk determinations; requiring the Company to come up with a credible plan to help unwind in the event of failure; enhancing corporate governance and imposing certain compensation reforms; and creating a new agency, the Bureau of Consumer Financial Protection, which will have exclusive rulemaking and primary enforcement and examination authority over the Company with respect to federal consumer financial laws to the extent applicable to the Company. See also “Supervision and Regulation” in Part I, Item 1 of the Form 10-K.

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Critical Accounting Policies.

The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require the Company to make estimates and assumptions (see Note 2 to the condensed consolidated financial statements). The Company believes that of its significant accounting policies (see Note 2 to the consolidated financial statements for the year ended December 31, 2009 in the Form 10-K), the following involve a higher degree of judgment and complexity.

Fair Value.

Financial Instruments Measured at Fair Value.    A significant number of the Company’s financial instruments are carried at fair value. The Company makes estimates regarding valuation of assets and liabilities measured at fair value in preparing the condensed consolidated financial statements. These assets and liabilities include but are not limited to:

• Financial instruments owned and Financial instruments sold, not yet purchased;

• Securities available for sale;

• Securities received as collateral and Obligation to return securities received as collateral;

• Certain Commercial paper and other short-term borrowings, primarily structured notes;

• Certain Deposits;

• Other secured financings; and

• Certain Long-term borrowings, primarily structured notes and certain junior subordinated debentures.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. A hierarchy for inputs is used in measuring fair value that maximizes the use of observable prices and inputs and minimizes the use of unobservable prices and inputs by requiring that the relevant observable inputs be used when available. The hierarchy is broken down into three levels, wherein Level 1 uses observable prices in active markets, and Level 3 consists of valuation techniques that incorporate significant unobservable inputs and therefore require the greatest use of judgment. In periods of market disruption, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. In addition, a downturn in market conditions could lead to declines in the valuation of many instruments. For further information on the fair value definition, Level 1, Level 2, Level 3 and related valuation techniques, see Notes 2 and 4 to the condensed consolidated financial statements.

Level 3 Assets and Liabilities.    The Company’s Level 3 assets before the impact of cash collateral and counterparty netting across the levels of the fair value hierarchy were $40.8 billion and $43.4 billion at June 30, 2010 and December 31, 2009, respectively, and represented approximately 12% and 14% at June 30, 2010 and December 31, 2009, respectively, of the assets measured at fair value (5% and 6% of total assets at June 30, 2010 and December 31, 2009, respectively). Level 3 liabilities before the impact of cash collateral and counterparty netting across the levels of the fair value hierarchy were $16.4 billion and $15.4 billion at June 30, 2010 and December 31, 2009, respectively, and represented approximately 9% of the Company’s liabilities measured at fair value at both dates.

Transfers In/Out of Level 3 During the Quarter Ended June 30, 2010.    The Company reclassified approximately $1.9 billion of certain Corporate and other debt, primarily corporate loans, from Level 3 to Level 2. The Company reclassified the corporate loans as external prices and/or spread inputs for these instruments became observable.

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The Company also reclassified approximately $0.6 billion of certain Corporate and other debt from Level 2 to Level 3. The Company reclassified corporate loans as external prices and/or spread inputs became unobservable.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis.    Certain of the Company’s assets were measured at fair value on a non-recurring basis. The Company incurs losses or gains for any adjustments of these assets to fair value. A downturn in market conditions could result in impairment charges in future periods.

For assets and liabilities measured at fair value on a non-recurring basis, fair value is determined by using various valuation approaches. The same hierarchy as described above, which maximizes the use of observable inputs and minimizes the use of unobservable inputs by generally requiring that the observable inputs be used when available, is used in measuring fair value for these items.

For further information on financial assets and liabilities that are measured at fair value on a non-recurring basis, see Note 4 to the condensed consolidated financial statements.

Fair Value Control Processes.    The Company employs control processes to validate the fair value of its financial instruments, including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and that the assumptions are reasonable. These control processes include reviews of the pricing model’s theoretical soundness and appropriateness by Company personnel with relevant expertise who are independent from the trading desks. Additionally, groups independent from the trading divisions within the Financial Control Group, Market Risk Department and Credit Risk Management Department participate in the review and validation of the fair values generated from pricing models, as appropriate. Where a pricing model is used to determine fair value, recently executed comparable transactions and other observable market data are considered for purposes of validating assumptions underlying the model.

Consistent with market practice, the Company has individually negotiated agreements with certain counterparties to exchange collateral (“margining”) based on the level of fair values of the derivative contracts they have executed. Through this margining process, one party or each party to a derivative contract provides the other party with information about the fair value of the derivative contract to calculate the amount of collateral required. This sharing of fair value information provides additional support of the Company’s recorded fair value for the relevant over-the-counter (“OTC”) derivative products. For certain OTC derivative products, the Company, along with other market participants, contributes derivative pricing information to aggregation services that synthesize the data and make it accessible to subscribers. This information is then used to evaluate the fair value of these OTC derivative products. For more information regarding the Company’s risk management practices, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management” in Part II, Item 7A of the Form 10-K.

Goodwill and Intangible Assets.

Goodwill.    The Company tests goodwill for impairment on an annual basis and on an interim basis when certain events or circumstances exist. The Company tests for impairment at the reporting unit level, which is generally one level below its business segments. Goodwill no longer retains its association with a particular acquisition once it has been assigned to a reporting unit. As such, all of the activities of a reporting unit, whether acquired or organically grown, are available to support the value of the goodwill. Goodwill impairment is determined by comparing the estimated fair value of a reporting unit with its respective book value. If the estimated fair value exceeds the book value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below book value, however, further analysis is required to determine the amount of the impairment. The

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estimated fair values of the reporting units are derived based on valuation techniques the Company believes market participants would use for each of the reporting units. The estimated fair values are generally determined utilizing methodologies that incorporate price-to-book, price-to-earnings and assets under management multiples of certain comparable companies.

Due to the volatility in the equity markets, the economic outlook and the Company’s common shares trading below book value during the quarter ended June 30, 2010, the Company performed an impairment test for its reporting units at June 30, 2010, which did not result in any goodwill impairment. The analysis, however, did indicate that for one reporting unit, its estimated fair value did not significantly exceed its book value. At June 30, 2010, this reporting unit had a goodwill balance of approximately $400 million. The estimated fair value of the reporting unit incorporated the share price of certain publicly traded comparable companies and, accordingly, a decline in the equity markets would negatively impact the estimated fair value. Thus, a goodwill impairment could occur in future periods, should market conditions deteriorate.

Intangible Assets.    Amortizable intangible assets are amortized over their estimated useful lives and reviewed for impairment on an interim basis when certain events or circumstances exist. For amortizable intangible assets, an impairment exists when the carrying amount of the intangible asset exceeds its fair value. An impairment loss will be recognized only if the carrying amount of the intangible asset is not recoverable and exceeds its fair value. The carrying amount of the intangible asset is not recoverable if it exceeds the sum of the expected undiscounted cash flows.

Indefinite-lived intangible assets are not amortized but are reviewed annually (or more frequently when certain events or circumstances exist) for impairment. For indefinite-lived intangible assets, an impairment exists when the carrying amount exceeds its fair value.

See Note 4 to the condensed consolidated financial statements for intangible asset impairments recorded during the quarter and six months ended June 30, 2010.

For both goodwill and intangible assets, to the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For amortizable intangible assets, the new cost basis is amortized over the remaining useful life of that asset.

See Note 8 to the condensed consolidated financial statements for further information on goodwill and intangible assets.

Legal, Regulatory and Tax Contingencies.

In the normal course of business, the Company 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 in financial distress.

The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business, including, among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

Accruals for litigation and regulatory proceedings are generally determined on a case-by-case basis. Where available information indicates that it is probable a liability had been incurred at the date of the condensed

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consolidated financial statements and the Company can reasonably estimate the amount of that loss, the Company accrues the estimated loss by a charge to income. In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. For certain legal proceedings, the Company can estimate possible losses, additional losses, ranges of loss or ranges of additional loss in excess of amounts accrued. For certain other legal proceedings, the Company cannot reasonably estimate such losses, if any, since the Company cannot predict with certainty if, how or when such proceedings will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial or indeterminate damages. Numerous issues must be developed, including the need to discover and determine important factual matters and the need to address novel or unsettled legal questions relevant to the proceedings in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any proceeding.

The Company is subject to the income and indirect tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in which the Company has significant business operations. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. The Company must make judgments and interpretations about the application of these inherently complex tax laws when determining the provision for income taxes and the expense for indirect taxes and must also make estimates about when in the future certain items affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be settled with the taxing authority upon examination or audit. The Company periodically assesses the likelihood of assessments in each of the taxing jurisdictions resulting from current and subsequent years’ examinations, and unrecognized tax benefits are established as appropriate. The Company establishes a liability for unrecognized tax benefits for potential losses that may arise out of tax audits in accordance with accounting for income taxes. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change.

Significant judgment is required in making these estimates, and the actual cost of a legal claim, tax assessment or regulatory fine/penalty may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any. See Notes 11 and 17 to the condensed consolidated financial statements for additional information on legal proceedings and tax examinations.

Special Purpose Entities and Variable Interest Entities.

The Company’s involvement with special purpose entities (“SPEs”) consists primarily of the following:

• Transferring financial assets into SPEs;

• Acting as an underwriter of beneficial interests issued by securitization vehicles;

• Holding one or more classes of securities issued by, or making loans to or investments in, SPEs that hold debt, equity, real estate or other assets;

• Purchasing and selling (in both a market-making and a proprietary-trading capacity) securities issued by SPEs/variable interest entities (“VIE”), whether such vehicles are sponsored by the Company or not;

• Entering into derivative transactions with SPEs (whether or not sponsored by the Company);

• Providing warehouse financing to collateralized debt obligations and collateralized loan obligations;

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• Entering into derivative agreements with non-SPEs whose value is derived from securities issued by SPEs;

• Servicing assets held by SPEs or holding servicing rights related to assets held by SPEs that are serviced by others under subservicing arrangements;

• Serving as an asset manager to various investment funds that may invest in securities that are backed, in whole or in part, by SPEs; and

• Structuring and/or investing in other structured transactions designed to provide enhanced, tax-efficient yields to the Company or its clients.

The Company engages in securitization activities related to commercial and residential mortgage loans, U.S. agency collateralized mortgage obligations, corporate bonds and loans, municipal bonds and other types of financial instruments. The Company’s involvement with SPEs is discussed further in Note 7 to the condensed consolidated financial statements.

In most cases, these SPEs are deemed for accounting purposes to be VIEs. The Company applies accounting guidance for consolidation of VIEs to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Entities that previously met the criteria as qualifying special purpose entities that were not subject to consolidation prior to January 1, 2010 became subject to the consolidation requirements for VIEs on that date. Excluding entities subject to the Deferral (as described in Note 2 to the condensed consolidated financial statements), effective January 1, 2010, the primary beneficiary of a VIE is the party that both (1) has the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (2) has an obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. The Company consolidates entities of which it is the primary beneficiary.

The Company determines whether it is the primary beneficiary of a VIE upon its initial involvement with the VIE and reassesses whether it is the primary beneficiary on an ongoing basis as long as it has any continuing involvement with the VIE. This determination is based upon an analysis of the design of the VIE, including the VIE’s structure and activities, the power to make significant economic decisions held by the Company and by other parties and the variable interests owned by the Company and other parties.

In addition, the Company serves as an investment advisor to unconsolidated money market and other funds.

See Note 2 to the condensed consolidated financial statements for information on accounting guidance adopted on January 1, 2010 for transfers of financial assets.

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Liquidity and Capital Resources.

The Company’s senior management establishes the liquidity and capital policies of the Company. Through various risk and control committees, the Company’s senior management reviews business performance relative to these policies, monitors the availability of alternative sources of financing, and oversees the liquidity and interest rate and currency sensitivity of the Company’s asset and liability position. The Company’s Treasury Department, Firm Risk Committee (“FRC”), Asset and Liability Management Committee (“ALCO”) and other control groups assist in evaluating, monitoring and controlling the impact that the Company’s business activities have on its condensed consolidated statements of financial condition, liquidity and capital structure.

The Balance Sheet.

The Company actively monitors and evaluates the composition and size of its balance sheet. A substantial portion of the Company’s total assets consists of liquid marketable securities and short-term receivables arising principally from sales and trading activities in the Institutional Securities business segment. The liquid nature of these assets provides the Company with flexibility in managing the size of its balance sheet. The Company’s total assets increased to $809,456 million at June 30, 2010 from $771,462 million at December 31, 2009. The increase in total assets was primarily due to higher securities financing activities.

Within the sales and trading related assets and liabilities are transactions attributable to securities financing activities. At June 30, 2010, securities financing assets and liabilities were $388 billion and $344 billion, respectively. At December 31, 2009, securities financing assets and liabilities were $376 billion and $316 billion, respectively. Securities financing transactions include repurchase and resale agreements, securities borrowed and loaned transactions, securities received as collateral and obligation to return securities received. Securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase are treated as collateralized financings (see Note 2 to the condensed consolidated financial statements). Securities sold under agreements to repurchase and securities loaned were $212 billion at June 30, 2010 and averaged $216 billion and $220 billion during the quarter and six months ended June 30, 2010, respectively. Securities purchased under agreements to resell and securities borrowed were $324 billion at June 30, 2010 and averaged $311 billion and $314 billion during the quarter and six months ended June 30, 2010, respectively.

Securities financing assets and liabilities also include matched book transactions with minimal market, credit and/or liquidity risk. Matched book transactions accommodate customers, as well as obtain securities for the settlement and financing of inventory positions. The customer receivable portion of the securities financing transactions includes customer margin loans, collateralized by customer owned securities, and customer cash, which is segregated according to regulatory requirements. The customer payable portion of the securities financing transactions primarily includes customer payables to the Company’s prime brokerage clients. The Company’s risk exposure on these transactions is mitigated by collateral maintenance policies that limit the Company’s credit exposure to customers. Included within securities financing assets was $15 billion and $14 billion at June 30, 2010 and December 31, 2009, respectively, recorded in accordance with accounting guidance for the transfer of financial assets that represented equal and offsetting assets and liabilities for fully collateralized non-cash loan transactions.

The Company uses the Tier 1 leverage ratio, risk-based capital ratios (see “Regulatory Requirements” herein), Tier 1 common ratio and the balance sheet leverage ratio as indicators of capital adequacy when viewed in the context of the Company’s overall liquidity and capital policies. These ratios are commonly-used measures to assess capital adequacy and frequently referred to by investors.

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The following table sets forth the Company’s total assets and leverage ratios at June 30, 2010 and December 31, 2009 and average balances during the six months ended June 30, 2010:

	Balance at						Average Balance(1)
	June 30, 2010			December 31, 2009			For the Six Months Ended June 30, 2010
	(dollars in millions, except ratio data)
Total assets	$	809,456		$	771,462		$	832,546
Common equity	$	41,415		$	37,091		$	39,109
Preferred equity		9,597			9,597			9,597
Morgan Stanley shareholders’ equity		51,012			46,688			48,706
Junior subordinated debentures issued to capital trusts		10,508			10,594			10,562
Subtotal		61,520			57,282			59,268
Less: Goodwill and net intangible assets(2)		(7,148	)		(7,612	)		(7,531	)
Tangible Morgan Stanley shareholders’ equity	$	54,372		$	49,670		$	51,737
Common equity	$	41,415		$	37,091		$	39,109
Less: Goodwill and net intangible assets(2)		(7,148	)		(7,612	)		(7,531	)
Tangible common equity(3)	$	34,267		$	29,479		$	31,578
Leverage ratio(4)		14.9x			15.5x			16.1x
Tier 1 common ratio(5)		9.2	%		8.2	%		N/M

N/M – Not meaningful.

(1) The Company calculates its average balances based upon weekly amounts, except where weekly balances are unavailable, the month-end balances are used.

(2) Goodwill and net intangible assets exclude mortgage servicing rights (net of disallowable mortgage servicing rights) of $125 million and $123 million at June 30, 2010 and December 31, 2009, respectively, and include only the Company’s share of MSSB’s goodwill and intangible assets.

(3) Tangible common equity, a non-GAAP financial measure, equals common equity less goodwill and net intangible assets as defined above. The Company views tangible common equity as a useful measure to investors because it is a commonly utilized metric and reflects the common equity deployed in the Company’s businesses.

(4) Leverage ratio, a non-GAAP financial measure, equals total assets divided by tangible Morgan Stanley shareholders’ equity. The decrease in the leverage ratio was driven primarily by the increase in common equity. The leverage ratio is utilized by the Company and investors to assess capital adequacy.

(5) The Tier 1 common ratio, a non-GAAP financial measure, equals Tier 1 common equity divided by Risk Weighted Assets (“RWAs”). The Company defines Tier 1 common equity as Tier 1 capital less qualifying perpetual preferred stock, qualifying trust preferred securities and qualifying restricted core capital elements, adjusted for the portion of goodwill and non-servicing assets associated with MSSB’s non-controlling interests (i.e., Citi’s share of MSSB’s goodwill and intangibles). The Company views its definition of the Tier 1 common equity as a useful measure for investors as it reflects the actual ownership structure and economics of the MSSB joint venture. This definition of Tier 1 common equity may evolve in the future as regulatory rules may be implemented based on a final proposal regarding non-controlling interest (also referred to as minority interest) as initially presented in December 2009 in the Basel Committee on Banking Supervision Consultative Document Strengthening the resilience of the banking sector (“BCBS 164”). For a discussion of RWAs and Tier 1 capital, see “Regulatory Requirements” herein.

Balance Sheet and Funding Activity for the Six Months Ended June 30, 2010.

During the six months ended June 30, 2010, the Company issued notes with a principal amount of approximately $14 billion, including non-U.S. dollar currency notes aggregating approximately $2 billion. In connection with the note issuances, the Company generally enters into certain transactions to obtain floating interest rates based primarily on short-term London Interbank Offered Rates trading levels. The weighted average maturity of the Company’s long-term borrowings, based upon stated maturity dates, was approximately 5.7 years at June 30, 2010. Subsequent to June 30, 2010 and through July 31, 2010, the Company’s long-term borrowings (net of repayments) increased by approximately $4 billion.

At June 30, 2010, the aggregate outstanding principal amount of the Company’s senior indebtedness was approximately $168 billion (including guaranteed obligations of the indebtedness of subsidiaries).

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Capital Management Policies.

The Company’s senior management views capital as an important source of financial strength. The Company actively manages its 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 and, therefore, in the future may expand or contract its capital base to address the changing needs of its businesses. The Company attempts to maintain total capital, on a consolidated basis, at least equal to the sum of its operating subsidiaries’ equity.

At June 30, 2010, the Company had approximately $1.6 billion remaining under its current share repurchase program out of the $6 billion authorized by the Company’s Board of Directors (the “Board”) in December 2006. The share repurchase program is for capital management purposes and considers, among other things, business segment capital needs as well as equity-based compensation and benefit plan requirements. Share repurchases by the Company are subject to regulatory approval. During the quarter and six months ended June 30, 2010, the Company did not repurchase common stock as part of its capital management share repurchase program (see also “Unregistered Sales of Equity Securities and Use of Proceeds” in Part II, Item 2).

The Board determines the declaration and payment of dividends on a quarterly basis. In July 2010, the Company announced that its Board declared a quarterly dividend per common share of $0.05. The Company also announced that its Board declared a quarterly dividend of $252.78 per share of Series A Floating Rate Non-Cumulative Preferred Stock (represented by depositary shares, each representing 1/1,000th interest in a share of preferred stock and each having a dividend of $0.25278) a quarterly dividend of $25.00 per share of Series B Non-Cumulative Non-Voting Perpetual Convertible Preferred Stock and a quarterly dividend of $25.00 per share of Series C Non-Cumulative Non-Voting Perpetual Preferred Stock.

Required Capital.

Beginning with the quarter ended June 30, 2010, the Company’s capital estimation is based on the Required Capital framework (“Required Capital”), an internal capital adequacy measure. This framework is a risk-based internal use of capital measure which is compared with the Company’s regulatory Tier 1 capital to help ensure the Company maintains an amount of risk-based going concern capital after absorbing potential losses from an extreme stress event at a point in time. The difference between the Company’s Tier 1 capital and aggregate Required Capital is the Company’s Parent capital. Average Tier 1 capital, Required Capital and Parent capital for the quarter ended June 30, 2010 was approximately $51.7 billion, $31.5 billion and $20.2 billion, respectively. The Company generally holds Parent capital for prospective regulatory requirements, organic growth, acquisitions and other capital needs.

Tier 1 capital and common equity attribution to the business segments is based on capital usage calculated by the Required Capital. In principle, each business segment is capitalized as if it were an independent operating entity with limited diversification benefit between the business segments. Required Capital is assessed at each business segment and further attributed to product lines. This process is intended to align capital with the risks in each business segment in order to allow senior management to evaluate returns on a risk-adjusted basis. The Required Capital framework will evolve over time in response to changes in the business and regulatory environment and to incorporate enhancements in modeling techniques.

For a further discussion of the Company’s Tier 1 capital, see “Regulatory Requirements” herein.

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The following table presents the Company’s and business segments’ average Tier 1 capital and average common equity for the quarter ended June 30, 2010 and the quarter ended March 31, 2010. The quarter ended March 31, 2010 has been restated to conform to the Required Capital Framework.

	Three Months Ended June 30, 2010				Three Months Ended March 31, 2010
	Average Tier 1   Capital		Average Common   Equity		Average Tier 1   Capital		Average Common   Equity
	(dollars in billions)
Institutional Securities	$	26.3	$	17.5	$	24.9	$	17.3
Global Wealth Management Group		3.0		6.8		3.0		6.9
Asset Management		2.0		1.7		2.2		2.1
Parent capital		20.2		13.6		18.4		11.3
Total from continuing operations		51.5		39.6		48.5		37.6
Discontinued operations		0.2		0.4		0.2		0.5
Total	$	51.7	$	40.0	$	48.7	$	38.1

Average Tier 1 capital and common equity allocated to the Institutional Securities business segment increased from the quarter ended March 31, 2010 driven by revaluation of market risk assessment in risk-based going concern capital.

Capital Covenants.

In October 2006 and April 2007, the Company executed replacement capital covenants in connection with offerings by Morgan Stanley Capital Trust VII and Morgan Stanley Capital Trust VIII (the “Capital Securities”). Under the terms of the replacement capital covenants, the Company has agreed, for the benefit of certain specified holders of debt, to limitations on its ability to redeem or repurchase any of the Capital Securities for specified periods of time. For a complete description of the Capital Securities and the terms of the replacement capital covenants, see the Company’s Current Reports on Form 8-K dated October 12, 2006 and April 26, 2007.

Liquidity and Funding Management Policies.

The primary goal of the Company’s liquidity management and funding activities is to ensure adequate funding over a wide range of market conditions. Given the mix of the Company’s business activities, funding requirements are fulfilled through a diversified range of secured and unsecured financing.

The Company’s liquidity and funding risk management framework, including policies and governance structure, helps mitigate the potential risk that the Company may not have access to adequate financing. The framework is designed to help ensure that the Company fulfills its financial obligations and to support the execution of the Company’s business strategies. The principal elements of the Company’s liquidity and funding risk management framework are the Contingency Funding Plan (“CFP”) and Global Liquidity Reserve that support the target liquidity profile.

Contingency Funding Plan.

The CFP is the Company’s primary liquidity and funding risk management tool. The CFP outlines the Company’s response to liquidity stress in the markets and incorporates stress testing to identify potential liquidity risk. Liquidity stress tests model multiple scenarios related to idiosyncratic, systemic or a combination of both types of events, across various time horizons. Based on the results of stress testing, the CFP sets forth a course of action to effectively manage through a stressed liquidity event. Liquidity risk exposures are evaluated on an ongoing basis and reported to the FRC, ALCO and other appropriate risk committees.

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The Company’s CFP incorporates a number of assumptions including, but not limited to, the following:

• No government support;

• No access to unsecured debt markets;

• Repayment of all unsecured debt maturing within one year;

• Higher haircuts and significantly lower availability of secured funding;

• Additional collateral that would be required by trading counterparties and certain exchanges and clearing organizations related to multi-notch credit rating downgrades;

• Discretionary unsecured debt buybacks;

• Drawdowns on unfunded commitments provided to third parties;

• Client cash withdrawals;

• Limited access to the foreign exchange swap markets;

• Return of securities borrowed on an uncollateralized basis; and

• Maturity roll-off of outstanding letters of credit with no further issuance.

The CFP is produced at the Parent and major operating subsidiary levels, as well as at major currency levels, to capture specific cash requirements and cash availability across the Company. The CFP assumes the subsidiaries will use their own liquidity first to fund their obligations before drawing liquidity from the Parent company. The CFP also assumes that the Parent will support its subsidiaries and will not have access to their liquidity reserves due to regulatory, legal or tax constraints.

At June 30, 2010, the Company maintained sufficient liquidity to meet funding and contingent obligations as modeled in its liquidity stress tests.

Global Liquidity Reserve.

The Company maintains sufficient liquidity reserves (“Global Liquidity Reserve”) to cover daily funding needs and meet strategic liquidity targets sized by the CFP. The Global Liquidity Reserve is held within the Parent company and major operating subsidiaries. It is comprised of cash and cash equivalents, securities that have been reversed into the Company on an overnight basis (consisting of U.S. and European government bonds, U.S. agency and agency mortgage-backed securities) and pools of Federal Reserve-eligible (eligible to be pledged to the Federal Reserve’s Discount Window) securities which are held in the Company’s U.S. banking subsidiaries (see table below). The assets that make up the Global Liquidity Reserve are all unencumbered and are not pledged as collateral on either a mandatory or a voluntary basis. They do not include other unencumbered assets that are available to the Company for additional monetization.

Global Liquidity Reserve by Type of Investment

The table below summarizes the Company’s Global Liquidity Reserve by type of investment:

	At June 30,  2010
	(dollars in billions)
Cash and cash equivalents	$	32
Securities purchased under agreements to resell		81
Federal Reserve-eligible securities		40
Global Liquidity Reserve	$	153

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The vast majority of the assets held in the Global Liquidity Reserve can be monetized on a next day basis in a stressed environment given the highly liquid and diversified nature of the reserves. The remainder of the assets can be monetized within two to five business days.

The currency composition of the Global Liquidity Reserve is consistent with the CFP on a currency level. The Company’s funding requirements and target liquidity reserves may vary based on changes to the level and composition of its balance sheet, subsidiary funding needs, timing of specific transactions, client financing activity, market conditions and seasonal factors.

Global Liquidity Reserve held by the Parent and subsidiaries

The table below summarizes the Global Liquidity Reserve held by the Parent and subsidiaries:

					Average Balance
	At June  30, 2010		At March  31, 2010		For the Three Months Ended June 30, 2010		For the Three Months Ended March 31, 2010
	(dollars in billions)
Parent	$	63	$	57	$	60	$	65
Subsidiaries		90		96		92		90
Total	$	153	$	153	$	152	$	155

Funding Management Policies.

The Company’s funding management policies are designed to provide for financings that are executed in a manner that reduces the risk of disruption to the Company’s operations. The Company pursues a strategy of diversification of secured and unsecured funding sources (by product, by investor and by region) and attempts to ensure that the tenor of the Company’s liabilities equals or exceeds the expected holding period of the assets being financed. Maturities of financings are designed to manage exposure to refinancing risk in any one period.

The Company funds its balance sheet on a global basis through diverse sources. These sources may include the Company’s equity capital, long-term debt, repurchase agreements, securities lending, deposits, commercial paper, letters of credit and lines of credit. The Company has active financing programs for both standard and structured products in the U.S., European and Asian markets, targeting global investors and currencies such as the U.S. dollar, euro, British pound, Australian dollar and Japanese yen.

Secured Financing.    A substantial portion of the Company’s total assets consists of liquid marketable securities and short-term receivables arising principally from its Institutional Securities sales and trading activities. The liquid nature of these assets provides the Company with flexibility in financing these assets with collateralized borrowings.

The Company’s goal is to achieve an optimal mix of secured and unsecured funding. The Institutional Securities business segment emphasizes the use of collateralized short-term borrowings to limit the growth of short-term unsecured funding, which is generally more subject to disruption during periods of financial stress. As part of this effort, the Institutional Securities business segment continually seeks to expand its global secured borrowing capacity.

In addition, the Company, through several of its subsidiaries, maintains committed credit facilities to support various businesses, including the collateralized commercial and residential mortgage whole loan, derivatives, warehouse lending, emerging market loan, structured product, corporate loan, investment banking and prime brokerage businesses.

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The Company also has the ability to access liquidity from the Federal Reserve against collateral through the Primary Credit Facility, which is available to provide daily access to funding for depository institutions.

Unsecured Financing.    The Company views long-term debt and deposits as stable sources of funding for core inventories and illiquid assets. Securities inventories not financed by secured funding sources and the majority of current assets are financed with a combination of short-term funding, floating rate long-term debt or fixed rate long-term debt swapped to a floating rate and deposits. The Company uses derivative products (primarily interest rate, currency and equity swaps) to assist in asset and liability management and to hedge interest rate risk (see Note 10 to the consolidated financial statements for the year ended December 31, 2009 included in the Form 10-K).

Temporary Liquidity Guarantee Program (“TLGP”).    In October 2008, the Secretary of the U.S. Treasury invoked the systemic risk exception of the FDIC Improvement Act of 1991, and the FDIC announced the TLGP. Based on the Final Rule adopted on November 21, 2008, the TLGP provides a guarantee, through the earlier of maturity or June 30, 2012, of certain senior unsecured debt issued by participating Eligible Entities (including the Company) between October 14, 2008 and June 30, 2009. At June 30, 2010 and December 31, 2009, the Company had $23.8 billion of senior unsecured debt outstanding under the TLGP. There have been no issuances under the TLGP since March 31, 2009.

Short-Term Borrowings.    The Company’s unsecured short-term borrowings consist of commercial paper, bank loans, bank notes and structured notes with maturities of 12 months or less at issuance.

The table below summarizes the Company’s short-term unsecured borrowings:

	At June 30, 2010		At December 31, 2009
	(dollars in millions)
Commercial paper	$	803	$	783
Other short-term borrowings		3,032		1,595
Total	$	3,835	$	2,378

Deposits.    The Company’s bank subsidiaries’ funding sources include bank deposits, repurchase agreements, federal funds purchased, certificates of deposit, money market deposit accounts, commercial paper and Federal Home Loan Bank advances.

Deposits were as follows:

	At June 30, 2010(1)		At December 31, 2009(1)
	(dollars in millions)
Savings and demand deposits	$	56,800	$	57,114
Time deposits(2)		4,568		5,101
Total	$	61,368	$	62,215

(1) Total deposits insured by the FDIC at June 30, 2010 and December 31, 2009 were $47 billion and $46 billion, respectively.

(2) Certain time deposit accounts are carried at fair value under the fair value option (see Note 4 to the condensed consolidated financial statements).

With the passage of the Dodd-Frank Act on July 21, 2010, the statutory standard maximum deposit insurance amount was permanently increased to $250,000 per depositor and is in effect for the Company’s two U.S. depository institutions.

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Pursuant to an FDIC interim rule in April 2010, the Company’s FDIC-insured subsidiaries elected to opt out of the Transaction Account Guarantee Program (“TAGP”) effective July 1, 2010. Thus, after June 30, 2010, funds held in noninterest-bearing transaction accounts, and certain Negotiable Order of Withdrawal and linked Money Market Deposit accounts are no longer guaranteed in full under the TAGP, but will be insured up to $250,000 under the FDIC’s general deposit rules.

Long-Term Borrowings.    The Company uses a variety of long-term debt funding sources to generate liquidity, taking into consideration the results of the CFP requirements. In addition, the issuance of long-term debt allows the Company to reduce reliance on short-term credit sensitive instruments (e.g., commercial paper and other unsecured short-term borrowings). Long-term borrowings are generally structured to ensure staggered maturities, thereby mitigating refinancing risk, and to maximize investor diversification through sales to global institutional and retail clients. Availability and cost of financing to the Company can vary depending on market conditions, the volume of certain trading and lending activities, the Company’s credit ratings and the overall availability of credit. During the six months ended June 30, 2010, the Company issued approximately $14 billion principal amount of unsecured debt, which included approximately $2 billion of non-U.S. dollar currency notes.

The Company may from time to time engage in various transactions in the credit markets (including, for example, debt repurchases) that it believes are in the best interests of the Company and its investors. Maturities during the six months ended June 30, 2010 were approximately $18 billion in aggregate.

Long-term borrowings at June 30, 2010 consisted of the following (dollars in millions):

	U.S. Dollar		Non-U.S. Dollar		At June 30, 2010
Due in 2010	$	9,048	$	1,870	$	10,918
Due in 2011		18,014		8,333		26,347
Due in 2012		21,902		15,114		37,016
Due in 2013		5,461		18,158		23,619
Due in 2014		11,031		5,534		16,565
Thereafter		48,367		19,978		68,345
Total	$	113,823	$	68,987	$	182,810

Credit Ratings.

The Company relies on external sources to finance a significant portion of its day-to-day operations. The cost and availability of financing generally is dependent on the Company’s short-term and long-term credit ratings. In addition, the Company’s debt ratings can have a significant impact on certain trading revenues, particularly in those businesses where longer term counterparty performance is critical, such as OTC derivative transactions, including credit derivatives and interest rate swaps. Factors that are important to the determination of the Company’s credit ratings include the level and quality of earnings, capital adequacy, liquidity, risk appetite and management, asset quality, business mix and perceived levels of government support.

The rating agencies have stated that they currently incorporate various degrees of uplift from perceived government support in the credit ratings of systemically important banks including the credit ratings of the Company. Recently enacted financial reform legislation in the U.S. may be seen as limiting the possibility of extraordinary government support for the financial system in any future financial crises which may lead to reduced uplift assumptions for U.S. banks and thereby place downward pressure on credit ratings. At the same time, the recently enacted financial reform legislation also has credit ratings positive features such as higher standards for capital and liquidity levels. The net result on credit ratings and the timing of any rating agency actions is currently uncertain. The rating agencies have stated that it will take them sometime to review and form their views on the recently enacted legislation (see “Other Matters—Regulatory Outlook” herein).

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In connection with certain OTC trading agreements and certain other agreements associated with the Institutional Securities business segment, the Company may be required to provide additional collateral or immediately settle any outstanding liability balances with certain counterparties in the event of a credit rating downgrade. At June 30, 2010, the amount of additional collateral or termination payments that could be called by counterparties under the terms of such agreements in the event of a one-notch downgrade of the Company’s long-term credit rating was approximately $1,481 million. A total of approximately $3,712 million in collateral or termination payments could be called in the event of a two-notch downgrade. A total of approximately $4,403 million in collateral or termination payments could be called in the event of a three-notch downgrade.

Also, the Company is required to pledge additional collateral to certain exchanges and clearing organizations in the event of a credit ratings downgrade. At June 30, 2010, the increased collateral requirement at certain exchanges and clearing organizations was approximately $188 million in the event of a one-notch downgrade of the Company’s long-term credit rating. A total of approximately $1,178 million in additional collateral is required in the event of a two-notch downgrade and a total of approximately $1,767 million in additional collateral is required in the event of a three-notch downgrade.

The liquidity impact of additional collateral requirements is accounted for in the Company’s CFP.

At July 31, 2010, the Company’s and Morgan Stanley Bank, N.A.’s senior unsecured ratings were as set forth below:

	Company			Morgan Stanley Bank, N.A.
	Short-Term Debt	Long-Term Debt	Rating Outlook	Short-Term Debt	Long-Term Debt	Rating Outlook
Dominion Bond Rating Service Limited	R-1 (middle)	A (high)	Negative	—	—	—
Fitch Ratings	F1	A	Stable	F1	A+	Stable
Moody’s	P-1	A2	Negative	P-1	A1	Negative
Rating and Investment Information, Inc.	a-1	A+	Negative	—	—	—
Standard & Poor’s	A-1	A	Negative	A-1	A+	Negative

Commitments.

The Company’s commitments associated with outstanding letters of credit and other financial guarantees obtained to satisfy collateral requirements, investment activities, corporate lending and financing arrangements, mortgage lending and margin lending at June 30, 2010 are summarized below by period of expiration. Since commitments associated with these instruments may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements:

	Years to Maturity								Total at June 30, 2010
	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
Letters of credit and other financial guarantees obtained to satisfy collateral requirements	$	690	$	—	$	2	$	5	$	697
Investment activities		967		651		138		60		1,816
Primary lending commitments—investment grade(1)(2)		10,611		29,191		3,677		112		43,591
Primary lending commitments—non-investment grade(1)		920		3,864		4,365		2,420		11,569
Secondary lending commitments(1)		49		112		137		7		305
Commitments for secured lending transactions		136		799		161		—		1,096
Forward starting reverse repurchase agreements(3)		61,151		101		—		—		61,252
Commercial and residential mortgage-related commitments(1)		1,452		—		—		—		1,452
Other commitments		122		1		150		—		273
Total	$	76,098	$	34,719	$	8,630	$	2,604	$	122,051

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(1) These commitments are recorded at fair value within Financial instruments owned and Financial instruments sold, not yet purchased in the condensed consolidated statements of financial condition (see Note 4 to the condensed consolidated financial statements).

(2) This amount includes commitments to asset-backed commercial paper conduits of $275 million at June 30, 2010, of which $267 million have maturities of less than one year and $8 million of which have maturities of one to three years.

(3) The Company enters into forward starting securities purchased under agreements to resell (agreements that have a trade date as of or prior to June 30, 2010 and settle subsequent to period-end) that are primarily secured by collateral from U.S. government agency securities and other sovereign government obligations. These agreements primarily settle within three business days and at June 30, 2010, $58.2 billion of the $61.3 billion settled within three business days.

Regulatory Requirements.

The Company is a financial holding company under the Bank Holding Company Act of 1956 and is subject to the regulation and oversight of the Federal Reserve. The Federal Reserve establishes capital requirements for the Company, including well-capitalized standards, and evaluates the Company’s compliance with such capital requirements (see “Supervision and Regulation—Financial Holding Company” in Part I, Item 1 of the Form 10-K). The Office of the Comptroller of the Currency and the Office of Thrift Supervision establish similar capital requirements and standards for the Company’s national banks, respectively (see “Other Matters—Regulatory Outlook” herein).

The Company calculates its capital ratios and RWAs in accordance with the capital adequacy standards for financial holding companies adopted by the Federal Reserve. These standards are based upon a framework described in the “International Convergence of Capital Measurement and Capital Standards,” July 1988, as amended, also referred to as Basel I. In December 2007, the U.S. banking regulators published a final Basel II Accord that requires internationally active banking organizations, as well as certain of its U.S. bank subsidiaries, to implement Basel II standards over the next several years. The Company will be required to implement these Basel II standards as a result of becoming a financial holding company.

At June 30, 2010, the Company was in compliance with Basel I capital requirements with ratios of Tier 1 capital to RWAs of 16.5% and total capital to RWAs of 17.0% (6% and 10% being well-capitalized for regulatory purposes, respectively). In addition, financial holding companies are also subject to a Tier 1 leverage ratio as defined by the Federal Reserve. The Company calculated its Tier 1 leverage ratio as Tier 1 capital divided by adjusted average total assets (which reflects adjustments for disallowed goodwill, certain intangible assets, deferred tax assets, financial and non-financial equity investments). The adjusted average total assets are derived using weekly balances for the calendar quarter.

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The following table reconciles the Company’s total shareholders’ equity to Tier 1 and Total Capital as defined by the regulations issued by the Federal Reserve and presents the Company’s consolidated capital ratios at June 30, 2010 and December 31, 2009 (dollars in millions):

	At June 30, 2010			At December 31, 2009
	(dollars in millions)
Allowable capital
Tier 1 capital:
Common shareholders’ equity	$	41,415		$	37,091
Qualifying preferred stock		9,597			9,597
Qualifying mandatorily convertible trust preferred securities		5,649			5,730
Qualifying restricted core capital elements		12,916			10,867
Less: Goodwill		(6,749	)		(7,162	)
Less: Non-servicing intangible assets		(4,799	)		(4,931	)
Less: Net deferred tax assets		(1,685	)		(3,242	)
Less: Debt valuation adjustment		(1,046	)		(554	)
Other deductions		(1,757	)		(726	)
Total Tier 1 capital		53,541			46,670
Tier 2 capital:
Other components of allowable capital:
Qualifying subordinated debt		2,412			3,127
Other qualifying amounts		152			158
Other deductions		(827	)		—
Total Tier 2 capital		1,737			3,285
Total allowable capital	$	55,278		$	49,955
Total risk-weighted assets	$	325,174		$	305,000
Capital ratios
Total capital ratio		17.0	%		16.4	%
Tier 1 capital ratio		16.5	%		15.3	%
Tier 1 leverage ratio		6.6	%		5.8	%

Total allowable capital is composed of Tier 1 and Tier 2 capital. Tier 1 capital consists predominately of common shareholders’ equity as well as qualifying preferred stock, trust preferred securities mandatorily convertible to common equity and qualifying restricted core capital elements (including other junior subordinated debt issued to trusts and non-controlling interests) less goodwill, non-servicing intangible assets (excluding allowable mortgage servicing rights), net deferred tax assets (recoverable in excess of one year) and DVA. DVA represents the cumulative change in fair value of certain of the Company’s borrowings (for which the fair value option was elected) that was attributable to changes in the Company’s own instrument-specific credit spreads and is included in retained earnings. For a further discussion of fair value, see Note 4 to the condensed consolidated financial statements. Pursuant to provisions of the Dodd-Frank Act, over time, the trust preferred securities will no longer qualify as Tier 1 capital but will only qualify as Tier 2 capital. This change in regulatory capital treatment will be phased in incrementally during a transition period that will start on January 1, 2013 and will end on January 1, 2016. At June 30, 2010, the Company had $4.8 billion of trust preferred securities included in the qualifying restricted core capital elements. Tier 2 capital consists principally of qualifying subordinated debt.

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At June 30, 2010, the Company calculated its RWAs in accordance with the regulatory capital requirements of the Federal Reserve, which is consistent with guidelines described under Basel I. RWAs reflect both on and off-balance sheet risk of the Company. The risk capital calculations will evolve over time as the Company enhances its risk management methodology and incorporates improvements in modeling techniques while maintaining compliance with the regulatory requirements and interpretations.

Market RWAs reflect capital charges attributable to the risk of loss resulting from adverse changes in market prices and other factors. For a further discussion of the Company’s market risks and Value-at-Risk (“VaR”) model, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management” in Part II, Item 7A, of the Form 10-K and in Part I, Item 3 herein. Market RWAs incorporate two components: systematic risk and specific risk. Systematic and specific risk charges are computed using either the Company’s VaR model or Standardized Approach in accordance with regulatory requirements.

Credit RWAs reflect capital charges attributable to the risk of loss arising from a borrower or counterparty failing to meet its financial obligations. For a further discussion of the Company’s credit risks, see “Quantitative and Qualitative Disclosures about Market Risk—Credit Risk” in Part II, Item 7A, of the Form 10-K and in Part I, Item 3 herein. Credit RWAs are determined using Basel I regulatory capital guidelines for U.S. banking organizations issued by the Federal Reserve.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market Risk.

The Company uses Value-at-Risk (“VaR”) as one of a range of risk management tools. VaR values should be interpreted in light of the method’s strengths and limitations, which include, but are not limited to: historical changes in market risk factors may not be accurate predictors of future market conditions; VaR estimates represent a one-day measurement and do not reflect the risk of positions that cannot be liquidated or hedged in one day; and VaR estimates may not fully incorporate the risk of more extreme market events that are outsized relative to observed historical market behavior or reflect the historical distribution of results beyond the 95% confidence interval. A small proportion of market risk generated by trading positions is not included in VaR, and the modeling of the risk characteristics of some positions relies upon approximations that, under certain circumstances, could produce significantly different VaR results from those produced using more precise measures. For a further discussion of the Company’s VaR methodology and its limitations, and the Company’s risk management policies and control structure, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management” in Part II, Item 7A of the Form 10-K.

The tables below present the following: the Company’s Aggregate, Trading, and Non-Trading quarter end, quarterly average, high, and low VaRs (see Table 1 below). The VaR statistics that would result if the Company were to adopt alternative parameters for its calculations, such as the reported confidence level (95% vs. 99%) for the VaR statistic or a shorter historical time series (four years vs. one year) of market data upon which it bases its simulations are also disclosed (see Table 2 below).

Aggregate VaR also incorporates certain non-trading risks, including (a) the interest rate risk generated by funding liabilities related to institutional trading positions, (b) public company equity positions recorded as investments by the Company and (c) corporate loan exposures that are awaiting distribution to the market. Investments made by the Company that are not publicly traded are not reflected in the VaR results presented below. Aggregate VaR also excludes the credit spread risk generated by the Company’s funding liabilities and the interest rate risk associated with approximately $7.3 billion and $7.7 billion of certain funding liabilities primarily related to fixed and other non-trading assets at June 30, 2010 and March 31, 2010, respectively. The credit spread risk sensitivity of the Company’s mark-to-market funding liabilities corresponded to an increase in value of approximately $11 million and $12 million for each +1 basis point widening in the Company’s credit spread level at June 30, 2010 and March 31, 2010, respectively.

The credit spread risk relating to the Company’s mark-to-market derivative counterparty exposure is also managed separately from VaR. The credit spread risk sensitivity of this exposure corresponds to an increase in value of approximately $6 million and $7 million for each +1 basis point widening in the Company’s credit spread level at June 30, 2010 and March 31, 2010, respectively.

The counterparty portfolio, which reflects adjustments, net of hedges, relating to counterparty credit risk and other market risks, was reclassified from Non-Trading VaR into Trading VaR as of January 1, 2010. This reclassification reflects regulatory consideration surrounding the Company’s conversion to a financial holding company, and the trading book nature of the Company’s counterparty risk-hedging activities. Aggregate VaR was not affected by this change; however this reclassification increased Trading VaR and decreased Non-Trading VaR.

Since the VaR statistics reported below are estimates based on historical position and market data, VaR should not be viewed as predictive of the Company’s future revenues or financial performance or of its ability to monitor and manage risk. There can be no assurance that the Company’s actual losses on a particular day will not exceed the VaR amounts indicated below or that such losses will not occur more than five times in 100 trading days. VaR does not predict the magnitude of losses which, should they occur, may be significantly greater than the VaR amount.

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Table 1 below presents 95%/one-day VaR for each of the Company’s primary market risk exposures and on an aggregate basis at June 30, 2010 and March 31, 2010. The average, high and low figures for the quarters ended June 30, 2010 and March 31, 2010 are also included.

Table 1: 95% Total VaR	95% One-Day VaR for the Quarter Ended June 30, 2010												95% One-Day VaR for the Quarter Ended March 31, 2010
Primary Market Risk Category	Period End			Average			High			Low			Period End			Average			High			Low
	(dollars in millions)
Interest rate and credit spread	$	145		$	132		$	145		$	119		$	127		$	127		$	145		$	115
Equity price		26			29			34			24			29			26			31			21
Foreign exchange rate		19			26			45			10			37			32			50			17
Commodity price		29			29			33			26			26			27			34			23
Less Diversification benefit(1)		(73	)		(77	)		(111	)		(48	)		(76	)		(69	)		(95	)		(48	)
Total Trading VaR	$	146		$	139		$	146		$	131		$	143		$	143		$	165		$	128
Total Non-Trading VaR	$	82		$	67		$	88		$	57		$	65		$	62		$	69		$	57
Aggregate VaR	$	176		$	164		$	183		$	146		$	167		$	169		$	197		$	151

(1) Diversification benefit equals the difference between Total VaR and the sum of the VaRs for the four primary risk categories. This benefit arises because the simulated one-day losses for each of the four primary market risk categories occur on different days; similar diversification benefits also are taken into account within each category.

The Company’s average Trading VaR for the quarter ended June 30, 2010 was $139 million compared with $143 million for the quarter ended March 31, 2010. The decrease in Trading VaR was driven primarily by decreased risk taking in emerging markets foreign exchange positions, partially offset by increased risk taking in corporate credit and securitized products.

The Company’s average Non-Trading VaR for the quarter ended June 30, 2010 was $67 million compared with $62 million for the quarter ended March 31, 2010. The shares from Invesco received in connection with the Company’s sale of its Retail Asset Management business drove the increase in Non-Trading VaR.

The Company’s average Aggregate VaR for the quarter ended June 30, 2010 was $164 million compared with $169 million for the quarter ended March 31, 2010. The decrease in Aggregate VaR was driven primarily by decreased risk taking in foreign exchange, partially offset by increased position taking in corporate credit and securitized products.

VaR Statistics under Varying Assumptions.

VaR statistics are not readily comparable across firms because of differences in the breadth of products included in each firm’s VaR model, in the statistical assumptions made when simulating changes in market factors, and in the methods used to approximate portfolio revaluations under the simulated market conditions. These differences can result in materially different VaR estimates for similar portfolios. The impact varies depending on the factor history assumptions, the frequency with which the factor history is updated, and the confidence level. As a result, VaR statistics are more reliable and relevant when used as indicators of trends in risk taking rather than as a basis for inferring differences in risk taking across firms.

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Table 2 below presents the VaR statistics that would result if the Company were to adopt alternative parameters for its calculations, such as the reported confidence level (95% versus 99%) for the VaR statistic or a shorter historical time series (four years versus one year) for market data upon which it bases its simulations:

Table 2: 95% and 99% Average Trading VaR with Four-Year / One- Year Historical Time Series	95% Average One-Day VaR for the Quarter Ended June 30, 2010						99% Average One-Day VaR for the Quarter Ended June 30, 2010
Primary Market Risk Category	Four-Year Factor History			One-Year Factor History			Four-Year Factor History			One-Year Factor History
	(dollars in millions)
Interest rate and credit spread	$	132		$	90		$	285		$	164
Equity price		29			26			43			39
Foreign exchange rate		26			23			44			34
Commodity price		29			23			47			32
Less Diversification benefit(1)		(77	)		(62	)		(147	)		(103	)
Total Trading VaR	$	139		$	100		$	272		$	166

(1) Diversification benefit equals the difference between Total VaR and the sum of the VaRs for the four risk categories. This benefit arises because the simulated one-day losses for each of the four primary market risk categories occur on different days; similar diversification benefits also are taken into account within each category.

Distribution of VaR Statistics and Net Revenues for the quarter ended June 30, 2010.

As shown in Table 1 above, the Company’s average 95%/one-day Trading VaR for the quarter ended June 30, 2010 was $139 million. The histogram below presents the distribution of the Company’s daily 95%/one-day Trading VaR for the quarter ended June 30, 2010. The most frequently occurring value was between $140 million and $143 million, while for approximately 85% of trading days during the quarter, VaR ranged between $134 million and $146 million.

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One method of evaluating the reasonableness of the Company’s VaR model as a measure of the Company’s potential volatility of net revenue is to compare the VaR with actual trading revenue. Assuming no intra-day 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 accuracy of the VaR model could be questioned. Accordingly, the Company evaluates the reasonableness of its VaR model by comparing the potential declines in portfolio values generated by the model with actual trading results. For days where losses exceed the 95% or 99% VaR statistic, the Company examines the drivers of trading losses to evaluate the VaR model’s accuracy relative to realized trading results.

The Company did not incur daily trading losses in excess of the 95%/one-day Trading VaR for the quarter ended June 30, 2010. Over the longer term, trading losses are expected to exceed VaR an average of three times per quarter at the 95% confidence level. The Company bases its VaR calculations on the long term (or unconditional) distribution with four years of observations, and therefore evaluates its risk from a longer term perspective. The Company is evaluating enhancements to the VaR model to make it more responsive to more recent market conditions, while maintaining a longer-term perspective.

The histogram below shows the distribution of daily net trading revenue for the quarter ended June 30, 2010 for the Company’s trading businesses (these figures include revenue from the counterparty portfolio and also include net interest and non-agency commissions but exclude certain non-trading revenues such as primary, fee-based and prime brokerage revenue credited to the trading businesses). During the quarter ended June 30, 2010, the Company experienced net trading losses on 11 days.

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Credit Risk.

For a further discussion of the Company’s credit risks, see “Quantitative and Qualitative Disclosures about Market Risk—Credit Risk” in Part II, Item 7A of the Form 10-K.

Credit Exposure—Corporate Lending.    In connection with certain of its Institutional Securities business activities, the Company provides loans or lending commitments (including bridge financing) to selected clients. Such loans and lending commitments can generally be classified as either “relationship-driven” or “event-driven.”

“Relationship-driven” loans and lending commitments are generally made to expand business relationships with select clients. The commitments associated with “relationship-driven” activities may not be indicative of the Company’s actual funding requirements, as the commitment may expire unused or the borrower may not fully utilize the commitment. The borrowers of “relationship-driven” lending transactions may be investment grade or non-investment grade. The Company may hedge its exposures in connection with “relationship-driven” transactions.

“Event-driven” loans and lending commitments refer to activities associated with a particular event or transaction, such as to support client merger, acquisition or recapitalization transactions. The commitments associated with these “event-driven” activities may not be indicative of the Company’s actual funding requirements since funding is contingent upon a proposed transaction being completed. In addition, the borrower may not fully utilize the commitment or the Company’s portion of the commitment may be reduced through the syndication process. The borrower’s ability to draw on the commitment is also subject to certain terms and conditions, among other factors. The borrowers of “event-driven” lending transactions may be investment grade or non-investment grade. The Company risk manages its exposures in connection with “event-driven” transactions through various means, including syndication, distribution and/or hedging.

The following table presents information about the Company’s corporate funded loans and lending commitments at June 30, 2010. The “total corporate lending exposure” column includes both lending commitments and funded loans. Fair value of corporate lending exposure represents the fair value of loans that have been drawn by the borrower and lending commitments that were outstanding at June 30, 2010. Lending commitments represent legally binding obligations to provide funding to clients at June 30, 2010 for both “relationship-driven” and “event-driven” lending transactions. As discussed above, these loans and lending commitments 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 the Company.

At June 30, 2010, the aggregate amount of investment grade loans was $5.1 billion and the aggregate amount of non-investment grade loans was $6.8 billion. At June 30, 2010, the aggregate amount of lending commitments outstanding was $55.2 billion. In connection with these corporate lending activities (which include corporate funded loans and lending commitments), the Company had hedges (which include “single name,” “sector” and “index” hedges) with a notional amount of $20.1 billion related to the total corporate lending exposure of $67.1 billion at June 30, 2010.

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The table below shows the Company’s credit exposure from its corporate lending positions and lending commitments at June 30, 2010. Since commitments associated with these business activities may expire unused, they do not necessarily reflect the actual future cash funding requirements:

Corporate Lending Commitments and Funded Loans at June 30, 2010

	Years to Maturity								Total Corporate Lending Exposure(2)		Corporate Lending Exposure at Fair Value(3)		Corporate Lending Commitments(4)
Credit Rating(1)	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
AAA	$	375	$	266	$	—	$	—	$	641	$	—	$	641
AA		4,197		4,706		299		68		9,270		82		9,188
A		2,769		10,629		759		94		14,251		1,851		12,400
BBB		4,344		16,807		3,280		107		24,538		3,176		21,362
Investment grade		11,685		32,408		4,338		269		48,700		5,109		43,591
Non-investment grade		1,428		5,496		6,113		5,318		18,355		6,786		11,569
Total	$	13,113	$	37,904	$	10,451	$	5,587	$	67,055	$	11,895	$	55,160

(1) Obligor credit ratings are determined by the Company’s Credit Risk Management Department.

(2) Total corporate lending exposure represents the Company’s potential loss assuming the fair value of funded loans and lending commitments were zero.

(3) The Company’s corporate lending exposure carried at fair value includes $11.8 billion of funded loans and $0.7 billion of lending commitments recorded in Financial instruments owned and Financial instruments sold, not yet purchased, respectively, in the condensed consolidated statements of financial condition at June 30, 2010. The Company’s corporate lending exposure carried at amortized cost includes $750 million of funded loans recorded in Loans in the condensed consolidated statements of financial condition.

(4) Amounts represent the notional amount of unfunded lending commitments less the amount of commitments reflected in the Company’s condensed consolidated statements of financial condition.

“Event-driven” Loans and Lending Commitments at June 30, 2010.

Included in the total corporate lending exposure amounts in the table above at June 30, 2010 is “event-driven” exposure of $6.3 billion composed of funded loans of $1.7 billion and lending commitments of $4.6 billion. Included in the $6.3 billion of “event-driven” exposure at June 30, 2010 were $4.9 billion of loans and lending commitments to non-investment grade borrowers that were closed.

Activity associated with the corporate “event-driven” lending exposure during the six months ended June 30, 2010 was as follows (dollars in millions):

“Event-driven” lending exposures at December 31, 2009	$	5,621
Closed commitments		4,075
Net reductions, primarily through distributions		(3,272	)
Mark-to-market adjustments		(96	)
“Event-driven” lending exposures at June 30, 2010	$	6,328

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Credit Exposure—Derivatives.    The table below presents a summary by counterparty credit rating and remaining contract maturity of the fair value of OTC derivatives in a gain position at June 30, 2010. Fair value is presented in the final column net of collateral received (principally cash and U.S. government and agency securities):

OTC Derivative Products—Financial Instruments Owned at June 30, 2010(1)

	Years to Maturity								Cross- Maturity and Cash Collateral Netting(3)			Net Exposure Post-Cash Collateral		Net Exposure Post- Collateral
Credit Rating(2)	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
AAA	$	527	$	1,884	$	2,759	$	10,698	$	(6,756	)	$	9,112	$	8,667
AA		6,124		5,474		5,368		18,184		(27,917	)		7,233		6,409
A		9,026		10,209		7,269		29,043		(40,672	)		14,875		12,839
BBB		3,774		4,853		2,803		9,120		(11,566	)		8,984		7,049
Non-investment grade		2,860		3,109		1,892		4,309		(4,118	)		8,052		5,847
Total	$	22,311	$	25,529	$	20,091	$	71,354	$	(91,029	)	$	48,256	$	40,811

(1) Fair values shown represent the Company’s net exposure to counterparties related to the Company’s OTC derivative products. The table does not include listed derivatives and the effect of any related hedges utilized by the Company. The table also excludes fair values corresponding to other credit exposures, such as those arising from the Company’s lending activities.

(2) Obligor credit ratings are determined by the Company’s Credit Risk Management Department.

(3) Amounts represent the netting of receivable balances with payable balances for the same counterparty across maturity categories. Receivable and payable balances with the same counterparty in the same maturity category are netted within such maturity category, where appropriate. Cash collateral received is netted on a counterparty basis, provided legal right of offset exists.

The following table summarizes the fair values of the Company’s OTC derivative products recorded in Financial instruments owned and Financial instruments sold, not yet purchased by product category and maturity at June 30, 2010, including on a net basis, where applicable, reflecting the fair value of related non-cash collateral for financial instruments owned:

OTC Derivative Products—Financial Instruments Owned at June 30, 2010

	Years to Maturity								Cross- Maturity and Cash Collateral Netting(1)			Net Exposure Post-Cash Collateral		Net Exposure Post- Collateral
Product Type	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
Interest rate and currency swaps, interest rate options, credit derivatives and other fixed income securities contracts	$	10,326	$	18,398	$	18,135	$	69,246	$	(81,851	)	$	34,254	$	30,126
Foreign exchange forward contracts and options		5,230		1,071		193		55		(2,591	)		3,958		3,366
Equity securities contracts (including equity swaps, warrants and options)		2,391		1,114		301		937		(2,312	)		2,431		1,348
Commodity forwards, options and swaps		4,364		4,946		1,462		1,116		(4,275	)		7,613		5,971
Total	$	22,311	$	25,529	$	20,091	$	71,354	$	(91,029	)	$	48,256	$	40,811

(1) Amounts represent the netting of receivable balances with payable balances for the same counterparty across maturity and product categories. Receivable and payable balances with the same counterparty in the same maturity category are netted within the maturity category, where appropriate. Cash collateral received is netted on a counterparty basis, provided legal right of offset exists.

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OTC Derivative Products—Financial Instruments Sold, Not Yet Purchased at June 30, 2010(1)

	Years to Maturity								Cross- Maturity and Cash Collateral Netting(2)			Total
Product Type	Less than 1		1-3		3-5		Over 5
	(dollars in millions)
Interest rate and currency swaps, interest rate options, credit derivatives and other fixed income securities contracts	$	8,184	$	12,673	$	12,283	$	41,811	$	(48,218	)	$	26,733
Foreign exchange forward contracts and options		6,340		911		232		90		(3,237	)		4,336
Equity securities contracts (including equity swaps, warrants and options)		3,144		2,482		1,175		1,286		(5,016	)		3,071
Commodity forwards, options and swaps		4,176		4,081		1,251		849		(4,902	)		5,455
Total	$	21,844	$	20,147	$	14,941	$	44,036	$	(61,373	)	$	39,595

(1) Since these amounts are liabilities of the Company, they do not result in credit exposures.

(2) Amounts represent the netting of receivable balances with payable balances for the same counterparty across maturity and product categories. Receivable and payable balances with the same counterparty in the same maturity category are netted within the maturity category, where appropriate. Cash collateral paid is netted on a counterparty basis, provided legal right of offset exists.

The Company’s derivatives (both listed and OTC), on a net of counterparty and cash collateral basis, at June 30, 2010 and December 31, 2009 are summarized in the table below, showing the fair value of the related assets and liabilities by product category:

	At June 30, 2010				At December 31, 2009
Product Type	Assets		Liabilities		Assets		Liabilities
	(dollars in millions)
Interest rate and currency swaps, interest rate options, credit derivatives and other fixed income securities contracts	$	34,432	$	27,029	$	33,307	$	20,911
Foreign exchange forward contracts and options		3,958		4,336		3,022		2,824
Equity securities contracts (including equity swaps, warrants and options)		7,434		9,212		3,619		7,371
Commodity forwards, options and swaps		8,029		7,071		9,133		7,103
Total	$	53,853	$	47,648	$	49,081	$	38,209

Each category of derivative products in the above tables includes a variety of instruments, which can differ substantially in their characteristics. Instruments in each category can be denominated in U.S. dollars or in one or more non-U.S. currencies.

The Company determines the fair values recorded in the above tables using various pricing models. For a discussion of fair value as it affects the condensed consolidated financial statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in Part I, Item 2, herein and Notes 2 and 4 to the condensed consolidated financial statements.

Credit Derivatives.    A credit derivative is a contract between a seller (guarantor) and buyer (beneficiary) of protection against the risk of a credit event occurring on a set of debt obligations issued by a specified reference entity. The beneficiary pays a periodic premium (typically quarterly) over the life of the contract and is protected for the period. If a credit event occurs, the guarantor is required to make payment to the beneficiary based on the terms of the credit derivative contract. Credit events include bankruptcy, dissolution or insolvency of the referenced entity, failure to pay, obligation acceleration, repudiation and payment moratorium. Debt

135

restructurings are also considered a credit event in some cases. In certain transactions referenced to a portfolio of referenced entities or asset-backed securities, deductibles and caps may limit the guarantor’s obligations.

The Company trades in a variety of derivatives and may either purchase or write protection on a single name or portfolio of referenced entities. The Company is an active market-maker in the credit derivatives markets. As a market-maker, the Company works to earn a bid-offer spread on client flow business and manage any residual credit or correlation risk on a portfolio basis. The Company also trades and takes credit risk in credit default swap form on a proprietary basis. Further, the Company uses credit derivatives to manage its exposure to residential and commercial mortgage loans and corporate lending exposures.

The Company actively monitors its counterparty credit risk related to credit derivatives. A majority of the Company’s counterparties are banks, broker-dealers, insurance, and other financial institutions and Monolines. Contracts with these counterparties do not include ratings-based termination events but do include counterparty rating downgrades, which may result in additional collateral being required by the Company. For further information on the Company’s exposure to Monolines, see “Certain Factors Affecting Results of Operations, Total Equity and Earnings Per Common Share—Monoline Insurers” herein. The master agreements with these Monoline counterparties are generally unsecured, and the few ratings-based triggers (if any) generally provide the Company the ability to terminate only upon significant downgrade. As with all derivative contracts, the Company considers counterparty credit risk in the valuation of its positions and recognizes credit valuation adjustments as appropriate.

The following table summarizes the key characteristics of the Company’s credit derivative portfolio by counterparty at June 30, 2010. The fair values shown are before the application of any counterparty or cash collateral netting:

	At June 30, 2010
	Fair Values(1)				Notionals
	Receivable		Payable		Beneficiary		Guarantor
	(dollars in millions)
Banks and securities firms	$	115,291	$	104,308	$	1,948,856	$	1,927,049
Insurance and other financial institutions		19,806		15,487		305,137		299,437
Monolines		2,295		—		22,419		11
Non-financial entities		144		71		3,629		3,571
Total	$	137,536	$	119,866	$	2,280,041	$	2,230,068

(1) Amounts shown are presented before the application of any counterparty or cash collateral netting. The Company’s credit default swaps are classified in both Level 2 and Level 3 of the fair value hierarchy. Approximately 15% of receivable fair values and 11% of payable fair values represent Level 3 amounts.

Country Exposure.    At June 30, 2010, primarily based on the domicile of the counterparty, approximately 7% of the Company’s credit exposure (for credit exposure arising from corporate loans and lending commitments as discussed above and current exposure arising from the Company’s OTC derivative contracts) was to emerging markets, and no one emerging market country accounted for more than 1% of the Company’s credit exposure.

The Company defines emerging markets to include generally all countries where the economic, legal and political systems are transitional and in the process of developing into more transparent and accountable systems that are consistent with advanced countries.

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The following tables show the Company’s percentage of credit exposure from its primary corporate loans and lending commitments and OTC derivative products by country at June 30, 2010:

Country	Corporate Lending Exposure(1)
United States	65	%
United Kingdom	6
Germany	6
Canada	2
Netherlands	2
France	2
Switzerland	2
United Arab Emirates	2
Luxembourg	2
Other	11
Total	100	%

(1) Credit exposure amounts are based on the domicile of the counterparty.

Country	OTC Derivative Products(1)(2)
United States	36	%
Cayman Islands	13
United Kingdom	8
Italy	8
France	4
Germany	3
Japan	2
Jersey	2
Canada	2
Ireland	2
Luxembourg	2
Netherlands	2
Other	16
Total	100	%

(1) Credit exposure amounts are based on the domicile of the counterparty.

(2) Credit exposure amounts do not reflect the offsetting benefit of financial instruments that the Company utilizes to hedge credit exposure arising from OTC derivative products.

Industry Exposure.    The Company also monitors its credit exposure to individual industries for credit exposure arising from corporate loans and lending commitments as discussed above and current exposure arising from the Company’s OTC derivative contracts.

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The following table shows the Company’s percentage of credit exposure from its primary corporate loans and lending commitments and OTC derivative products by industry at June 30, 2010:

Industry	Corporate Lending Exposure
Telecommunications and media	13	%
Utilities	12
Energy	11
Financial institutions(1)	11
Pharmaceutical and healthcare	10
Technology	7
Chemicals, metals, mining and other materials	6
Food, beverage and tobacco	5
Insurance	4
Capital goods	4
Real estate	3
Transportation	3
Other	11
Total	100	%

(1) Percentage reflects credit exposures from special purpose entity vehicles, other diversified financial service entities, mutual and pension funds, exchanges and clearing houses, and private equity and real estate funds.

Industry	OTC Derivative Products
Financial institutions(1)	32	%
Sovereign governments	10
Banks	10
Insurance	9
Regional governments	8
Utilities	8
Energy	4
Pharmaceutical and healthcare	3
Chemicals, metals, mining and other materials	3
Transportation	3
Other	10
Total	100	%

(1) Percentage reflects credit exposures from special purpose entity vehicles, other diversified financial service entities, mutual and pension funds, exchanges and clearing houses, and private equity and real estate funds.

138

Item 4. Controls and Procedures.

Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’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, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

No change in the Company’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 Company’s internal control over financial reporting.

139

FINANCIAL DATA SUPPLEMENT (Unaudited)

Average Balances and Interest Rates and Net Interest Income

	Three Months Ended June 30, 2010
	Average Weekly Balance		Interest			Annualized Average Rate
	(dollars in millions)
Assets
Interest earning assets:
Financial instruments owned(1):
U.S	$	141,597	$	860		2.5	%
Non-U.S		105,566		207		0.8
Securities available for sale:
U.S		18,726		55		1.2
Loans:
U.S		7,231		65		3.7
Non-U.S		198		5		10.2
Interest bearing deposits with banks:
U.S		34,480		18		0.2
Non-U.S		22,123		24		0.4
Federal funds sold and securities purchased under agreements to resell and securities borrowed:
U.S		204,316		27		0.1
Non-U.S		106,595		148		0.6
Other:
U.S		30,103		399		5.4
Non-U.S		19,805		(53	)	(1.1	)
Total	$	690,740	$	1,755		1.0	%
Non-interest earning assets		141,711
Total assets	$	832,451
Liabilities and Equity
Interest bearing liabilities:
Commercial paper and other short-term borrowings:
U.S	$	1,736		2		0.5	%
Non-U.S		1,321		1		0.3
Deposits:
U.S		64,928		78		0.5
Non-U.S		78		—		—
Long-term debt:
U.S		182,847		1,151		2.6
Non-U.S		4,807		3		0.3
Financial instruments sold, not yet purchased(1):
U.S		15,999		—		—
Non-U.S		69,840		—		—
Securities sold under agreements to repurchase and securities loaned:
U.S		139,046		196		0.6
Non-U.S		77,445		227		1.2
Other:
U.S		89,027		(209	)	(1.0	)
Non-U.S		33,510		154		1.9
Total	$	680,584	$	1,603		1.0	%
Non-interest bearing liabilities and equity		151,867
Total liabilities and equity	$	832,451
Net interest income and net interest rate spread			$	152		—	%

140

FINANCIAL DATA SUPPLEMENT (Unaudited)—Continued

Average Balances and Interest Rates and Net Interest Income

	Six Months Ended June 30, 2010
	Average Weekly Balance		Interest			Annualized Average Rate
	(dollars in millions)
Assets
Interest earning assets:
Financial instruments owned(1):
U.S	$	148,208	$	1,835		2.5	%
Non-U.S		103,253		375		0.7
Securities available for sale:
U.S		11,738		65		1.1
Loans:
U.S		7,042		129		3.7
Non-U.S		203		11		11.0
Interest bearing deposits with banks:
U.S		34,880		41		0.2
Non-U.S		21,088		42		0.4
Federal funds sold and securities purchased under agreements to resell and securities borrowed:
U.S		204,157		60		0.1
Non-U.S		110,044		265		0.5
Other:
U.S		29,137		740		5.2
Non-U.S		19,960		(60	)	(0.6	)
Total	$	689,710	$	3,503		1.0	%
Non-interest earning assets		142,836
Total assets	$	832,546
Liabilities and Equity
Interest bearing liabilities:
Commercial paper and other short-term borrowings:
U.S	$	1,625	$	4		0.5	%
Non-U.S		1,037		2		0.4
Deposits:
U.S		64,134		160		0.5
Non-U.S		97		—		—
Long-term debt:
U.S		185,833		2,227		2.4
Non-U.S		4,576		6		0.3
Financial instruments sold, not yet purchased(1):
U.S		15,043		—		—
Non-U.S		67,754		—		—
Securities sold under agreements to repurchase and securities loaned:
U.S		142,331		342		0.5
Non-U.S		77,508		366		1.0
Other:
U.S		86,533		(260	)	(0.6	)
Non-U.S		34,672		123		0.7
Total	$	681,143	$	2,970		0.9	%
Non-interest bearing liabilities and equity		151,403
Total liabilities and equity	$	832,546
Net interest income and net interest rate spread			$	533		0.1	%

141

FINANCIAL DATA SUPPLEMENT (Unaudited)—Continued

Average Balances and Interest Rates and Net Interest Income

	Six Months Ended June 30, 2009
	Average Balance(2)		Interest			Annualized Average Rate
	(dollars in millions)
Assets
Interest earning assets:
Financial instruments owned(1)	$	184,573	$	2,432		2.7	%
Loans		6,768		101		3.0
Interest bearing deposits with banks		67,661		175		0.5
Federal funds sold and securities purchased under agreements to resell and securities borrowed		232,011		576		0.5
Other		42,630		609		2.9
Total	$	533,643	$	3,893		1.5	%
Non-interest earning assets		157,120
Total assets	$	690,763
Liabilities and Equity
Interest bearing liabilities:
Commercial paper and other short-term borrowings	$	4,056	$	34		1.7	%
Deposits		59,151		172		0.6
Long-term debt		177,616		2,770		3.2
Financial instruments sold, not yet purchased(1)		59,008		—		—
Securities sold under agreements to repurchase and securities loaned		132,721		858		1.3
Other		114,759		320		0.6
Total	$	547,311	$	4,154		1.5	%
Non-interest bearing liabilities and equity		143,452
Total liabilities and equity	$	690,763
Net interest income and net interest rate spread			$	(261	)	—	%

(1) Interest expense on Financial instruments sold, not yet purchased is reported as a reduction of Interest income.

(2) The Company calculates its average balances based upon weekly amounts, except where weekly balances are unavailable, month-end balances are used.

142

FINANCIAL DATA SUPPLEMENT (Unaudited)—Continued

Rate/Volume Analysis

The following table sets forth an analysis of the effect on net interest income of volume and rate changes:

	Six Months Ended June 30, 2010 versus Six Months Ended June 30, 2009
	Increase (decrease) due to change in:						Net change
	Volume			Rate
	(in millions)
Interest earning assets
Financial instruments owned	$	881		$	(1,103	)	$	(222	)
Securities available for sale		65			—			65
Loans		7			32			39
Interest bearing deposits with banks		(30	)		(62	)		(92	)
Federal funds sold and securities purchased under agreements to resell and securities borrowed		204			(455	)		(251	)
Other		92			(21	)		71
Change in interest income	$	1,219		$	(1,609	)	$	(390	)
Interest bearing liabilities
Commercial paper and other short-term borrowings	$	(12	)	$	(16	)	$	(28	)
Deposits		15			(27	)		(12	)
Long-term debt		200			(737	)		(537	)
Securities sold under agreements to repurchase		563			(713	)		(150	)
Other		18			(475	)		(457	)
Change in interest expense	$	784		$	(1,968	)	$	(1,184	)
Change in net interest income	$	435		$	359		$	794

143

Part II—Other Information.

Item 1. Legal Proceedings.

In addition to the matters described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “Form 10-K”), the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 (the “First Quarter Form 10-Q”) and those described below, in the normal course of business, the Company 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 in financial distress.

The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business including, among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

The Company 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 condensed consolidated financial statements and the Company can reasonably estimate the amount of that loss, the Company accrues the estimated loss by a charge to income.

In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. The Company cannot predict with certainty if, how or when such proceedings will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial or indeterminate damages. Numerous issues must be developed, including the need to discover and determine important factual matters and the need to address novel or unsettled legal questions relevant to the proceedings in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any proceeding. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that the outcome of such proceedings will not have a material adverse effect on the consolidated financial condition of the Company, although the outcome of such proceedings could be material to the Company’s operating results and cash flows for a particular period depending on, among other things, the level of the Company’s revenues or income for such period.

The following developments have occurred with respect to certain matters previously reported in the Form 10-K and the First Quarter Form 10-Q:

Residential Mortgage-Related Matters.

Regulatory and Governmental Matters

On June 24, 2010, the Company and the Office of the Attorney General for the Commonwealth of Massachusetts (“Massachusetts OAG”) entered into an Assurance of Discontinuance (“AOD”) to resolve the Massachusetts OAG’s investigation of the Company’s financing, purchase and securitization of certain subprime residential mortgages. The AOD provides for the Company to make payments totaling approximately $102.7 million, and for the Company to use its best efforts to implement certain business practices related to such activities on a prospective basis.

Class Actions

On April 30, 2010, the lead plaintiffs in In Re Washington Mutual, Inc. Securities Litigation, pending in the United States District Court for the Western District of Washington, filed a motion for class certification, which defendants are opposing.

144

On June 5, 2010, the underwriter defendants moved to dismiss the amended complaint filed by the lead plaintiffs on April 23, 2010 in In re: Lehman Brothers Equity/Debt Securities Litigation, pending in the United States District Court for the Southern District of New York (“SDNY”).

On June 21, 2010, the court presiding over In re IndyMac Mortgage-Backed Securities Litigation, pending in the SDNY, granted in part and denied in part the underwriter defendants’ motion to dismiss the amended consolidated class action complaint.

Other Litigation

On September 25, 2009, the Company was named as a defendant in a lawsuit styled Citibank, N.A. v. Morgan Stanley & Co. International, PLC, which is pending in the SDNY. The lawsuit relates to a credit default swap referencing the Capmark VI CDO (“Capmark”), which was structured by Citibank, N.A. (“Citi N.A.”). At issue is whether, as part of the swap agreement, Citi N.A. was obligated to obtain the Company’s prior written consent before it exercised its rights to liquidate Capmark upon the occurrence of certain contractually-defined credit events. Citi N.A. is seeking approximately $245 million in compensatory damages plus interest and costs. On May 13, 2010, the court granted Citi N.A.’s motion for judgment on the pleadings on its claim for breach of contract. The Company plans to appeal that decision and has asserted equitable counterclaims which are still pending.

Item 1A. Risk Factors.

For a discussion of the risk factors affecting the Company, see “Risk Factors” in Part I, Item 1A of the Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the quarterly period ended June 30, 2010.

Issuer Purchases of Equity Securities

(dollars in millions, except per share amounts)

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (C)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1 (April 1, 2010—April 30, 2010)
Share Repurchase Program (A)	—		—	—	$	1,560
Employee Transactions (B)	129,521	$	29.50	—		—
Month #2 (May 1, 2010—May 31, 2010)
Share Repurchase Program (A)	—		—	—	$	1,560
Employee Transactions (B)	283,092	$	27.52	—		—
Month #3 (June 1, 2010—June 30, 2010)
Share Repurchase Program (A)	—		—	—	$	1,560
Employee Transactions (B)	72,890	$	24.68	—		—
Total
Share Repurchase Program (A)	—		—	—	$	1,560
Employee Transactions (B)	485,503	$	27.62	—		—

145

(A) On December 19, 2006, the Company announced that its Board of Directors authorized the repurchase of up to $6 billion of the Company’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 Company are subject to regulatory approval.

(B) Includes: (1) shares delivered or attested in satisfaction of the exercise price and/or tax withholding obligations by holders of employee and director stock options (granted under employee and director stock compensation plans) who exercised options; (2) shares withheld, delivered or attested (under the terms of grants under employee and director stock compensation plans) to offset tax withholding obligations that occur upon vesting and release of restricted shares; and (3) shares withheld, delivered and attested (under the terms of grants under employee and director stock compensation plans) to offset tax withholding obligations that occur upon the delivery of outstanding shares underlying restricted stock units. The Company’s employee and director stock compensation plans provide that the value of the shares withheld, delivered or attested shall be valued using the fair market value of the Company’s common stock on the date the relevant transaction occurs, using a valuation methodology established by the Company.

(C) 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 Company deems appropriate.

Item 6. Exhibits.

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

146

SIGNATURE

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/ RUTH PORAT
	Ruth Porat Executive Vice President and Chief Financial Officer
By:	/S/ PAUL C. WIRTH
	Paul C. Wirth Finance Director and Controller

Date: August 6, 2010

147

EXHIBIT INDEX

MORGAN STANLEY

Quarter Ended June 30, 2010

Exhibit No.	Description
10	Amended and Restated Trust Agreement dated as of April 20, 2010 by and between Morgan Stanley and State Street Bank and Trust Company.
12	Statement Re: Computation of Ratio of Earnings to Fixed Charges and Computation of Earnings to Fixed Charges and Preferred Stock Dividends.
15	Letter of awareness from Deloitte & Touche LLP, dated August 6, 2010, 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: (i) the Condensed Consolidated Statements of Financial Condition—June 30, 2010 and December 31, 2009, (ii) the Condensed Consolidated Statements of Income—Three and Six Months Ended June 30, 2010 and 2009, (iii) the Condensed Consolidated Statements of Comprehensive Income—Three and Six Months Ended June 30, 2010 and 2009, (iv) the Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2010 and 2009, (v) the Condensed Consolidated Statements of Changes in Total Equity—For the Six Months Ended June 30, 2010 and 2009, and (vi) Notes to Condensed Consolidated Financial Statements (unaudited).*

* As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

E-1

EX-10

Exhibit 10

AMENDED AND RESTATED TRUST AGREEMENT

by and between

MORGAN STANLEY

and

STATE STREET BANK AND TRUST COMPANY

As of April 20, 2010

AMENDED AND RESTATED

TRUST AGREEMENT

Table of Contents

Section		Page
RECITALS		1
1.	Trust Fund	2
2.	Payments to Trust Beneficiary	6
3.	Trustee Responsibility Regarding Payments to a Trust Beneficiary When the Company or any Subsidiary is Insolvent	7
4.	Term of the Trust and Payments to Company in Connection with Termination of the Trust	10
5.	Investment of Trust Assets	10
6.	Accounting by Trustee	11
7.	Responsibilities and Powers of Trustee	12
8.	Compensation and Expenses of Trustee	16
9.	Replacement of Trustee	16
10.	Amendment	17
11.	Severability and Alienation	17
12.	Governing Law	18
13.	Notices	18
14.	Signature in Counterparts	19

    Exhibits:

    A.     1988 Equity Incentive Compensation Plan

    B.     1995 Equity Incentive Compensation Plan

    C.     Employees’ Equity Accumulation Plan

    D.     Directors’ Equity Capital Accumulation Plan

    E.     2007 Equity Incentive Compensation Plan

ii

AMENDED AND RESTATED

TRUST AGREEMENT

This AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), made as of the 20^th day of April, 2010, by and between MORGAN STANLEY, a Delaware corporation (the “Company”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (in its individual capacity, “State Street” and, as trustee under this Agreement, the “Trustee”), hereby amends and restates the Amended and Restated Trust Agreement dated as of April 21, 2009 between the Company and State Street.

RECITALS:

WHEREAS, certain Managing Directors, Executive Directors, officers, other key employees and consultants of the Company or certain subsidiaries thereof (“Participants”) are eligible to receive shares (the “Benefits”) of the Company’s common stock, par value $0.01 per share (the “Stock”), pursuant to awards of stock units under any of the following plans of the Company:

• the 1988 Equity Incentive Compensation Plan;

• the 1995 Equity Incentive Compensation Plan;

• the Employees’ Equity Accumulation Plan;

• the Directors’ Equity Capital Accumulation Plan (“DECAP”);

• the 2007 Equity Incentive Compensation Plan; and

• each other plan which the Company identifies to the Trustee in accordance with Section 11 of this Agreement,

as each may be amended, supplemented, replaced or extended, or any successor plan providing for similar benefits or awards, being hereinafter referred to collectively as the “Plans”. Copies of the first five of the Plans cited above are attached hereto as Exhibits A, B, C, D and E, respectively, and made a part hereof; and

WHEREAS, the Company wishes to establish a trust (a “Trust”), for the purpose of holding all of the shares of Stock underlying stock unit awards under the Plans, and to transfer to the Trust shares of Stock to be held therein, subject to the Company’s power to revoke the Trust in accordance with the terms thereof, in whole or in part, at any time or from time to time, until distributed to the Participants and their beneficiaries (“Trust Beneficiaries”) as Benefits in such manner and at such time as specified in the Plans;

NOW, THEREFORE, for good and valuable consideration, the parties do hereby agree to amend and restate this Agreement and agree that the Trust shall be composed, held and disposed of as follows:

Section 1. Trust Fund.

(a) The Company has deposited with the Trustee in trust one share of Stock and cash in the amount of one thousand dollars ($1,000.00) which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Agreement together with additional deposits by the Company of cash or Stock from time to time. Subject to the terms of this Agreement, the initial deposit, any additional deposits, and any other assets held in the Trust shall be subject to the claims of the creditors of the Company and of any Company subsidiary that employs a Participant who is a Trust Beneficiary under this Agreement (each a “Subsidiary”) but, in the case of creditors of any Subsidiary, only to the extent of the assets held by the Trust in respect of employees (including former employees) of such Subsidiary and such additional assets, if any, as may be required to qualify the Trust as a grantor trust, within the meaning of Sections 671-677 of the Internal Revenue Code of 1986, as amended (the “Code”) (with respect to each Subsidiary, the “Allocable Assets”).

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The Trust shall be funded only with shares of Stock, cash to purchase such shares, and, as applicable in accordance with Section 1(f) hereof, cash with respect to dividends paid on such shares of Stock. Shares of Stock contributed to the Trust or purchased with cash so contributed shall either be allocated to stock units awarded under the Plans (“Allocated Shares”) or be held in the Trust pending allocation to such stock units or other equity-based awards (“Unallocated Shares”). For purposes hereof, Unallocated Shares include shares of Stock held in the Trust that were considered Allocated Shares when contributed to, or purchased with cash held by, the Trust, but for which the corresponding stock units awarded under the Plans have been forfeited. In addition, the Trustee may retain cash or short term instruments for payment of expenses and liabilities of the Trust. The Company shall from time to time identify to the Trustee all Allocated Shares that correspond to stock units awarded under DECAP. Such shares are referred to as the “DECAP Portfolio.” The Company shall from time to time identify to the Trustee Allocated Shares that correspond to stock units awarded under the Plans and which shall be deemed to constitute, and shall be referred to, as the “Non-Passthrough Portfolio.” The Company shall also from time to time identify to the Trustee those Trust Beneficiaries who have been awarded stock units for which corresponding shares of Stock are held in the Non-Passthrough Portfolio. Such Trust Beneficiaries are referred to as “Non-Passthrough Participants.”

(b) Except as otherwise provided herein, the Trust hereby established shall be revocable by the Company, in whole or in part, at any time or from time to time, without the consent of any other person or entity. Subject to the provisions of Section 3 and notwithstanding any other provision in this agreement to the contrary, (i) the Company may not revoke the Trust to the extent of any shares corresponding to a stock unit award of a Trust Beneficiary which

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award at the time of such revocation is unsettled but currently payable, all in accordance with the terms of the Plans and the award granted thereunder and (ii) the Company may not revoke the Trust to the extent of any dividend payable to the Trustee as record owner on the record date which dividend is distributable by the Trustee as a dividend equivalent to any Trust Beneficiary in accordance with paragraph (f) of this Section 1. It is specifically noted that the Company may terminate the Trust to the extent of any Unallocated Shares at any time.

(c) The Trust is intended to be a grantor trust, within the meaning of Sections 671-677 of the Code, and shall be construed accordingly.

(d) The assets of the Trust shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes herein set forth. Notwithstanding any other provision of this Agreement to the contrary and subject to the provisions of Section 3, no Trust Beneficiary shall have any claim on, or any beneficial ownership interest in, any assets of the Trust other than assets to which the Trust Beneficiary is entitled to a distribution as provided in Section 2 and paragraph (f) of this Section 1. No rights to a distribution of a Benefit or dividends declared thereon shall be created under this Agreement independently of any Trust Beneficiary’s right to a distribution or payment under the Plans and the awards granted thereunder. Neither the Company nor the Trustee shall have any power to create a security interest in the assets of the Trust in favor of any Trust Beneficiary, any person entitled to Benefits by reason of the death of any Trust Beneficiary or any creditor of either the Company or any Subsidiary. Nothing contained herein or in any provision of the Plans shall operate to create a security interest in any part of the assets of the Trust on behalf of any Trust Beneficiary or any person entitled to Benefits upon the death of any Trust Beneficiary.

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(e) The Company may at any time or from time to time make additional deposits of cash or shares of Stock to the Trust to augment the assets to be held, administered and disposed of by the Trustee as provided in this Agreement. The Trustee shall have no duty or obligation to require the Company to make any contribution to the Trust.

(f) Any cash dividend paid in respect of Allocated Shares held in the Trust shall be distributed by or on behalf of the Trustee as a dividend equivalent to Trust Beneficiaries as and when directed by the Company. Any such cash dividend paid in respect of Unallocated Shares held in the Trust shall be delivered by the Trustee to the Company. The Company shall act as agent for the Trustee in making distributions of dividend equivalents to Trust Beneficiaries unless the Trustee gives the Company 90 days notice, in writing, that the Trustee does not want the Company to act as its agent. The Trustee may require the Company to provide certification of its distributions of dividend equivalents to Trust Beneficiaries. Any other dividend or distribution made with respect to the shares of Stock held in the Trust shall be distributed to the Trustee and delivered by the Trustee to the Company for disposition by the Company (i) in the case of Allocated Shares, in accordance with the Plan and awards granted thereunder, and (ii) in the case of Unallocated Shares, as determined by the Company in its discretion.

(g) Any cash dividend paid in respect of shares of Stock included in the DECAP Portfolio shall, as promptly as possible after receipt thereof by the Trustee, be paid by the Trustee to the Company in consideration for the purchase of a number of additional shares of Stock determined by dividing (i) the aggregate cash dividend paid on all shares of Stock included in the DECAP Portfolio on the dividend record date by (ii) the Fair Market Value, as defined in DECAP, of a share of Stock on the dividend record date. The Company shall be responsible for calculating Fair Market Value in accordance with the preceding sentence and the number of

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shares to be purchased by the Trustee. All shares of Stock purchased by the Trustee pursuant to this paragraph (g) will be included in the DECAP Portfolio and will be allocated to participants in DECAP in accordance with the Plan.

Section 2. Payments to Trust Beneficiary.

(a) The Trustee shall distribute the Benefits and, if provided for in the terms of the Plans and awards granted thereunder, any dividend equivalents accumulated thereon, in accordance with the Plans as and when directed by the Compensation, Management Development and Succession Committee (the “Committee”) of the Board of Directors of the Company or by an officer of the Company, as hereinafter set forth, if and to the extent that neither the Company nor any of its Subsidiaries is insolvent at the time of such distribution and shares of Stock are available for such distribution. Subject to the provisions of Section 3, a Trust Beneficiary shall be entitled to a distribution of Benefits from the Trust at the time the stock unit award becomes currently payable and is no longer subject to forfeiture, all in accordance with the terms of the Plans and the award granted thereunder, provided that the Trust has not been revoked prior to such time and that the Company’s obligation under the stock unit award has not been satisfied otherwise. The Committee or an officer of the Company will instruct the Trustee as to the eligibility of any Trust Beneficiary for such distribution, the correct amount of each distribution and when to make the distribution. The Committee or its designee shall keep accurate records with respect to the Benefits payable from the Trust and the Trustee may rely upon such records without a duty of further inquiry in performing its duties under this Agreement. To the extent Benefits have been paid from the Trust hereunder, the Company shall be relieved of its obligation to pay such Benefits.

(b) If at any time the number of shares held in the Trust is not sufficient to make any directed distribution of Benefits, in accordance with the Plans, to any Trust Beneficiary then

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entitled to a distribution, the Trustee shall distribute the balance of the shares held in the Trust to or on behalf of all the Trust Beneficiaries then entitled to distributions in the following manner: the Benefits distributed to any Trust Beneficiary shall be equal to the balance of shares held in the Trust multiplied by a fraction the numerator of which is the amount of Benefits such Trust Beneficiary is entitled to distribution of at that time and the denominator of which is the amount of Benefits all Trust Beneficiaries are entitled to distribution of at that time. No provision of this Trust Agreement shall relieve the Company of its liabilities to pay Benefits except to the extent that the same have been paid from the Trust hereunder.

(c) The Trustee shall make provision for withholding of any federal, state or local taxes that may be required to be withheld in respect of any distribution from the Trust as directed by the Committee or by an officer of the Company and the Trustee shall remit any shares or other amounts so withheld as instructed by the Committee or by an officer of the Company, including to the Company if so instructed by the Committee or by such officer.

Section 3. Trustee Responsibility Regarding Payments to a Trust Beneficiary When the Company or any Subsidiary Is Insolvent.

(a) The Company or a Subsidiary of the Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company or the Subsidiary, whichever is applicable, is unable or otherwise fails to pay its debts, other than debts owed to the Company or to entities 50% or more owned or controlled, directly or indirectly, by the Company, as they mature in accordance with the terms of the relevant debt instruments or (ii) the Company or the Subsidiary is subject to a pending proceeding as a debtor under Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time, or any successor statute or under Title 15 of the United States Code (15 U.S.C. § 78aaa et seq.), as amended from time to time, or any successor statute. If the Company is Insolvent, the Trustee promptly shall discontinue

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distributing Benefits under Section 2 and dividends, dividend equivalents or other income earned on the shares of Stock or other assets held in Trust, and if a Subsidiary is Insolvent, the Trustee promptly shall discontinue distributing Benefits under Section 2 and dividends, dividend equivalents or other income earned on the shares of Stock or other assets held in the Trust that constitute such Subsidiary’s Allocable Assets to any Trust Beneficiaries who are employees (including former employees) of such Subsidiary. Thereafter, subject to paragraph (b) below, the Trustee shall hold all of the assets and income of this Trust (or, in the case of a Subsidiary that is Insolvent, shall hold all of such Subsidiary’s Allocable Assets and any dividends or other income earned thereon) for the benefit of the general creditors of the Company or such Subsidiary, as the case may be, or both, and shall make such assets and income available to such general creditors at such times and in such amounts as directed by a court of competent jurisdiction. The Company shall not replace any shares of Stock paid to such general creditors. Notwithstanding the foregoing, if new awards of stock units are made, shares of Stock corresponding to such stock units may be contributed to the Trust.

(b) The Board of Directors or the Chairman or President of the Company shall have the duty to inform the Trustee promptly if the Company or any of its Subsidiaries becomes Insolvent. If a person claiming to be a creditor of the Company or any of its Subsidiaries alleges in writing to the Trustee that the Company or a Subsidiary has become Insolvent, the Trustee, to the extent set forth in Section 3(a), promptly shall suspend the distribution of Benefits under Section 2 and of dividend equivalents or other income earned on the shares of Stock or other assets held in Trust and shall contact the Company’s Chairman or President and the Board of Directors. If the Company’s Chairman or President or the Board of Directors fails to confirm or deny such claim, the Trustee shall continue the suspension of Benefit distributions to Trust

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Beneficiaries and of income on the assets held in Trust until or unless a court of competent jurisdiction shall have determined that neither the Company nor any of its Subsidiaries is Insolvent. The Trustee shall also have the right at any time to apply to a court of competent jurisdiction for instructions on how to proceed if the Trustee determines that such action is necessary or appropriate in light of any uncertainty that may reasonably exist regarding whether or not the Company or a Subsidiary is Insolvent. Unless the Trustee has actual knowledge that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any of its Subsidiaries is Insolvent. In the absence of actual knowledge to the contrary, if the Trustee is notified pursuant to the foregoing provisions by a court of competent jurisdiction, by the Company’s Chairman or President or by the Board of Directors that the Company or, in the case of a Subsidiary, such Subsidiary is not or is no longer Insolvent, the Trustee shall resume the distribution of Benefits under Section 2 and of dividend equivalents or other income earned on the shares of Stock or other assets held in the Trust. Upon resumption of the distribution of Benefits by the Trustee, the first distribution to each Trust Beneficiary to whom distributions were so suspended shall include (to the extent that shares are available therefor) the amount by which the aggregate of all distributions which would have been made to such Trust Beneficiary in accordance with instructions given by the Committee or by officers of the Company, but for the discontinuance of distributions pursuant to paragraph (a) above, exceeds the aggregate distributions on account of Benefits actually made to such Trust Beneficiary by the Company (as certified to the Trustee by the Company in writing) during such period of discontinuance.

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Section 4. Term of the Trust and Payments to Company in Connection with Termination of the Trust.

Unless sooner terminated, this Trust shall terminate upon the earlier of (a) the satisfaction of all the Company’s obligations under the Plans to the Trust Beneficiaries, (b) the receipt of an offer (including but not limited to a tender offer or exchange offer within the meaning of the Securities Exchange Act of 1934 as from time to time amended and in effect) to acquire any shares of Stock held by the Trustee in the Trust, other than an offer by the Company or any affiliate 50% or more of which was owned or controlled directly or indirectly by the Company prior to the transaction (a “Self-Tender”), or (c) the twenty-first anniversary of the death of the last to survive of the employees of the Company or its subsidiaries who are Trust Beneficiaries as of the date of execution of this Agreement. Upon any termination of the Trust, all shares of Stock and other assets, if any, held in the Trust shall be delivered to the Company or as otherwise directed by the Company. The Company shall direct the Trustee as to the distribution of such shares and other assets no later than the final payment date for any stock units to which there correspond Allocated Shares held in the Trust.

Section 5. Investment of Trust Assets.

Unless otherwise directed by the Committee or by an officer of the Company and subject to the Trustee’s discretion to retain cash or short term instruments for the payment of expenses and liabilities of the Trust, other than with respect to cash dividends paid in respect of Allocated Shares held in the Trust and interest earned thereon (as described below), cash contributed by the Company shall be invested in shares of Stock. Except as otherwise provided herein, assets of the Trust shall be invested in shares of Stock at all times.

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Notwithstanding anything in this Agreement to the contrary, any cash dividends paid in respect of Allocated Shares that, pursuant to the Plans and any applicable award, are not immediately distributable as dividend equivalents but are to be credited with respect to a Participant’s vested and unvested stock units and distributed as dividend equivalents at a future time when the stock unit award(s) corresponding to such Allocated Shares become currently payable, shall be invested in short-term investments, as directed by the Committee or by an officer of the Company, until the Trustee is otherwise directed by the Committee or by an officer of the Company or until the Trust Beneficiaries, who are entitled to the dividend equivalents pursuant to the terms of the Plans and awards granted thereunder, shall be entitled to receive distributions from the Trust (or the Company, as agent for the Trustee, as described in Section 1(f)) in accordance with the Plans and awards granted thereunder.

Section 6. Accounting by Trustee.

The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions, including such specific records as shall be agreed upon in writing between the Company or the Committee and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by the Company, its officers and the Committee. Within sixty (60) days following the close of each calendar year, the removal or resignation of the Trustee or the termination of this Trust, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal, resignation or termination, setting forth all investments, receipts, disbursements and other transactions effected by it, and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal, resignation or termination, as the case may be. Upon written request a Trust Beneficiary may examine the Trustee’s records and accounts regarding the number of shares of Stock held in the Trust and the dividends paid on such shares during the current year; provided that no Trust Beneficiary shall have any right to see such records or accounts as they relate to individual interests in the Trust other than his own.

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Section 7. Responsibilities and Powers of Trustee.

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for (i) any action taken pursuant to a direction, request, or approval given by the Company, by the Committee or by an officer of the Company contemplated by and complying with the terms of this Trust Agreement or (ii) any inaction taken because of the failure of the Company, the Committee or an officer of the Company to give such a direction, request or approval, except in the case of the gross negligence or willful misconduct or from the Trustee’s breach of this Agreement. To the extent that the Trustee is acting pursuant to such direction, request or approval or is not acting because of the absence thereof and has not acted with gross negligence or willful misconduct, the Trustee shall be relieved of the “prudent man rule” for investments.

(b) Subject to the provisions of Section 3(b), the Trustee shall have no duty to make an independent investigation as to the occurrence of any event giving rise to a distribution hereunder or under the Plans, and shall be entitled to rely conclusively on the determinations of the Company, the Board of Directors, the Company’s Chairman or President, the Committee or an officer of the Company, as the case may be, as to the occurrence of any such event, which determinations shall be binding upon the Trustee, the Company and the Trust Beneficiaries. The Company shall indemnify the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust (including in connection with litigation undertaken or defended by the Trustee and in connection with action taken or omitted in

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accordance with this Agreement, unless resulting from the gross negligence or willful misconduct of the Trustee). This indemnification shall also extend to the officers, employees and agents of the Trustee. To the extent, but only to such extent, that the Company fails to make any payment on account of an indemnity provided in this Section 7, such payment shall be made from the Trust assets; provided, however, that the amount of any such payment from the Trust shall thereafter constitute a claim of the Trustee on behalf of the Trust against the Company and may be offset by the Trustee against any amount payable to the Company pursuant to Section 2(c).

(c) The Trustee may hire agents, accountants and attorneys (including the Company’s attorneys) to assist with its responsibilities under this Agreement subject to the consent of the Company.

(d) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law unless expressly provided otherwise herein.

(e) The Committee and the officers of the Company shall direct the Trustee in administering the Trust, as provided in this Agreement.

(f) Any corporation into which the Trustee (or any other corporation acting as Trustee) shall be merged or with which it shall be consolidated, or any corporation resulting from any merger, reorganization or consolidation to which it shall be a party, or any corporation to which all or substantially all of its trust business shall be transferred, shall be the successor of the Trustee (or of any other corporation acting as Trustee) as Trustee under this Agreement, without the execution or filing of any instrument or the performance of any further act or the order or judgment of any court and with the same powers, authorities and discretions.

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(g) Until such time as the Company amends the Trust to provide otherwise, the Trustee shall have no discretion or authority to vote Stock held in the Trust by the Trustee on any matter presented for a vote of the stockholders of the Company except in accordance with the provisions of this paragraph (g). The Trustee shall solicit instructions from each Trust Beneficiary (x) who is an active employee (an “Active Employee”) of the Company or any of its subsidiaries or affiliates or (y) who has been awarded stock units for which corresponding shares of Stock are held in the DECAP Portfolio (a “DECAP Participant”), as indicated by the Company, as to the manner in which the shares of Stock held in the Trust corresponding to stock units awarded to such Trust Beneficiary under the Plans shall be voted, provided, however, that the Trustee shall not solicit such instructions from Non-Passthrough Participants. The Trustee shall follow all proper instructions that are timely received with respect to such shares of Stock. Without limiting the generality of the preceding sentence, unless instructions provide to the contrary they shall be deemed to include authorization for the Trustee to vote, after due consideration, in its discretion (which discretion includes the discretion to grant a proxy to Company management to vote) any shares of Stock held in the Trust on such matters, other than matters identified in the relevant notice of meeting of the Company’s stockholders and for which the Trust Beneficiary has specified voting instructions, as may properly come before the meeting (“Other Matters”). The Trustee shall vote all Stock held in the Trust as to which no proper instructions are received (including Stock as to which instructions are not solicited and Stock as to which instructions are solicited but not received) (“Uninstructed Shares”) in proportion to Stock for which proper instructions have been received from Active Employees; provided, however, that the Trustee may vote, after due consideration, in its discretion, which discretion includes the discretion to grant a proxy to Company management to vote, any Uninstructed Shares on any Other Matter; and provided, further, that the Trustee shall not vote or grant a proxy to vote any Uninstructed Shares held in the DECAP Portfolio.

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The Trustee shall communicate or cause to be communicated to each Trust Beneficiary the provisions of this Agreement relating to the right of such Trust Beneficiary, while an Active Employee (other than a Non-Passthrough Participant) or a DECAP Participant, to direct the Trustee with respect to the voting of shares of Stock corresponding to such Trust Beneficiary’s stock units. Such communication shall also discuss the consequences of an instruction to abstain or withhold authority to vote and any failure to timely instruct the Trustee.

(h) The Company shall promptly notify each Trust Beneficiary of the existence of the Trust and such Beneficiary may examine a copy of this Agreement upon request. The Trustee shall distribute or cause to be distributed any and all communications required by paragraph (g) of this Section 7. The Company shall provide the Trustee with such information and assistance as the Trustee may reasonably request in connection with any communications or distributions to Trust Beneficiaries.

(i) Notwithstanding anything in this Agreement to the contrary, any cash, or income on other proceeds, received as a result of a transaction presented to a vote of Stockholders or as a result of a Self-Tender shall be invested in short-term instruments as directed by the Committee or by an officer of the Company, until the Trustee is otherwise directed by the Committee or by an officer of the Company or until the Trust Beneficiaries, to whose stock unit awards the shares subject to such transaction corresponded, shall be entitled to receive distributions from the Trust in accordance with the Plans.

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Section 8. Compensation and Expenses of Trustee.

(a) The Trustee shall be entitled to receive such reasonable compensation for its services and reimbursement for reasonable expenses incurred with respect to the administration of the Trust, including fees incurred by the Trustee pursuant to Section 7(c) of this Agreement, in either case as shall be agreed upon between the Trustee and the Company. Such compensation and expenses shall be paid (1) first, from the amount of interest earned by the Trust with respect cash dividends paid in respect of shares of Stock held by the Trust for the payment of corresponding dividend equivalents to the Trust Beneficiaries in accordance with the terms of the Plans and awards granted thereunder, and (2) to the extent such interest is insufficient or otherwise unavailable to pay in full such compensation and expenses, by the Company; provided, however, that if such compensation and expenses are not paid by the Company after demand from the Trustee, then such compensation and expenses otherwise payable by the Company pursuant to clause (2) above may be paid from the assets of the Trust and the amount of any such payment from the Trust shall thereafter constitute a claim of the Trustee on behalf of the Trust against the Company and may be offset by the Trustee against any amount payable to the Company pursuant to Section 2(c).

Section 9. Replacement of Trustee.

(a) The Trustee may resign at any time, subject to the appointment and qualification of a successor trustee, by giving 60 days prior notice of such resignation in writing to the Company. The Trustee may be removed by the Company at any time without prior notice. In the event of the resignation or removal of the Trustee, a successor corporate trustee shall be appointed by the Company.

(b) In the event of the appointment of a successor trustee, such successor trustee will succeed to all the right, title and estate of, and will be, the Trustee; and the retiring trustee will after the settlement of its final account and the receipt of any compensation or expenses due it, deliver the Trust to the successor trustee together with all such instruments of transfer, conveyance, assignment and further assurance as the successor trustee may reasonably require.

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Section 10. Amendment.

(a) This Agreement may be amended by a written instrument executed by the Company at any time and to any extent except that, subject to the limitation below, in no event shall the rights of the creditors of the Company or any Subsidiary be diminished and no amendment may be made which would permit the Company to revoke the Trust to the extent of (i) any shares corresponding to a stock unit award of a Trust Beneficiary which award is unsettled but currently payable or (ii) any dividend payable to the Trustee as record owner on the record date which dividend is distributable by the Trustee as a dividend equivalent to any Trust Beneficiary in accordance with Section 1(f) hereof. In addition, no amendment may be made without the Trustee’s consent which would change the Trustee’s duties or responsibilities under this Agreement.

(b) The Plans may be amended from time to time by the Company in accordance with their terms without the consent or concurrence of the Trustee and the Company will provide the Trustee with such amendments in a timely manner. The Company shall provide the Trustee with a copy of any amendment, certified by the Company’s Secretary, Assistant Secretary or such person’s designee, within 90 days after its adoption. In the event of any conflict between the Plans and this Agreement concerning the Trustee’s responsibilities, this Agreement shall govern.

Section 11. Severability and Alienation.

(a) Any provision of this Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating the remaining provisions hereof and this Agreement shall be reconstituted and enforceable as if such illegal provision were never included.

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(b) Subject to the provisions of Section 3, Benefits under this Agreement may not be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process.

In addition to the foregoing, the Company from time to time may unilaterally amend the definition of “Plans” set forth in the first Whereas clause of this Agreement to include additional plans of the Company or one of its subsidiaries which provide for awards of stock units. The Company shall effect any such amendment by providing the Trustee with written notice identifying the plan or plans to be added to the definition of “Plans” and shall furnish the Trustee with a copy of the relevant plan or plans. Following such actions by the Company, the plan or plans so identified shall be included among the plans which collectively constitute the “Plans” for purposes of this Agreement, and such plan or plans shall be considered a part hereof.

Section 12. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

Section 13. Notices.

(a) Communications to the Company or Committee shall be addressed to the Company or Committee, as applicable, at 1585 Broadway, New York, New York 10036, Attn: Chief Legal Officer and Secretary, provided, however, that upon the Company’s or Committee’s written request, such communications shall be sent to such other address as the Company or Committee may specify.

(b) Communications to the Trustee shall be addressed to CitiStreet at Company Stock Management, 200 Newport Avenue, JQ3N, North Quincy, Massachusetts 02171, Attn: Anne Muir; provided, however, that upon the Trustee’s written request, such communications shall be sent to such other address as the Trustee may specify.

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(c) No communication shall be binding on the addressee thereof prior to receipt thereof.

Section 14. Signature in Counterparts.

This Agreement may be signed in counterparts, each of which shall be an original but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, the Company and State Street have executed this Agreement as of the date first above written.

MORGAN STANLEY
By:	/s/ Martin M. Cohen
	Name:	Martin M. Cohen
	Title:	Corporate Secretary
STATE STREET BANK AND TRUST COMPANY
By:	/s/ Monet Ewing
	Name:	Monet Ewing
	Title:	Vice President

The following exhibits are already filed as exhibits to registration statements filed by Morgan Stanley or its predecessor companies under the Securities Act or to reports or registration statements filed by Morgan Stanley or its predecessor companies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), respectively, and are hereby incorporated by reference to such statements or reports. Morgan Stanley’s Exchange Act file number is 1-11758. The Exchange Act file number of Morgan Stanley Group Inc., a predecessor company (“MSG”), was 1-9085.

Exhibit A: 1988 Equity Incentive Compensation Plan, as amended

(Exhibit 10.12 to MSG’s Annual Report on Form 10-K for fiscal year ended January 31, 1993) as amended by Amendment (Exhibit 10.22 to Morgan Stanley’s Annual Report on Form 10-K for the fiscal year ended November 30, 2006)

Exhibit B: 1995 Equity Incentive Compensation Plan, as amended

(Annex A to MSG’s Proxy Statement for its 1996 Annual Meeting of Stockholders) as amended by Amendment (Exhibit 10.39 to Morgan Stanley’s Annual Report on Form 10-K for the fiscal year ended November 30, 2000), Amendment (Exhibit 10.5 to Morgan Stanley’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2005), Amendment (Exhibit 10.3 to Morgan Stanley’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2006), Amendment (Exhibit 10.24 to Morgan Stanley’s Annual Report on Form 10-K for the fiscal year ended November 30, 2006) and Amendment (Exhibit 10.22 to Morgan Stanley’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007)

Exhibit C: Employees’ Equity Accumulation Plan, amended and restated as of November 26, 2007

(Exhibit 10.12 to Morgan Stanley’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007)

Exhibit D: Directors’ Equity Capital Accumulation Plan, amended as of November 16, 2009

(Exhibit 10.14 to Morgan Stanley’s Annual Report on Form 10-K for the year ended December 31, 2009)

Exhibit E: 2007 Equity Incentive Plan, amended and restated as of March 19, 2010

(Exhibit 10.1 to Morgan Stanley’s Current Report on Form 8-K dated May 19, 2010)

EX-12

Exhibit 12

Morgan Stanley

Ratio of Earnings to Fixed Charges

and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

(dollars in millions)

	Six Months Ended June 30, 2010		2009		Fiscal 2008		Fiscal 2007		Fiscal 2006		Fiscal 2005		One Month Ended December 31, 2008
Ratio of Earnings to Fixed Charges
Earnings:
Income (loss) before income taxes (1)	$	4,272	$	808	$	1,396	$	3,192	$	8,564	$	5,340	$	(2,028	)
Add: Fixed charges, net		3,113		7,144		36,709		58,320		41,984		24,594		1,163
Income (loss) before income taxes and fixed charges, net	$	7,385	$	7,952	$	38,105	$	61,512	$	50,548	$	29,934	$	(865	)
Fixed Charges:
Total interest expense	$	2,972	$	6,893	$	36,485	$	58,108	$	41,876	$	24,466	$	1,143
Interest factor in rents		141		251		224		212		108		128		20
Total fixed charges	$	3,113	$	7,144	$	36,709	$	58,320	$	41,984	$	24,594	$	1,163
Ratio of earnings to fixed charges		2.4		1.1		1.0		1.1		1.2		1.2		*
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
Earnings:
Income (loss) before income taxes (1)	$	4,272	$	808	$	1,396	$	3,192	$	8,564	$	5,340	$	(2,028	)
Add: Fixed charges, net		3,113		7,144		36,709		58,320		41,984		24,594		1,163
Income (loss) before income taxes and fixed charges, net	$	7,385	$	7,952	$	38,105	$	61,512	$	50,548	$	29,934	$	(865	)
Fixed Charges:
Total interest expense	$	2,972	$	6,893	$	36,485	$	58,108	$	41,876	$	24,466	$	1,143
Interest factor in rents		141		251		224		212		108		128		20
Preferred stock dividends		521		2,041		112		86		27		—		495
Total fixed charges and preferred stock dividends	$	3,634	$	9,185	$	36,821	$	58,406	$	42,011	$	24,594	$	1,658
Ratio of earnings to fixed charges and preferred stock dividends		2.0		0.9		1.0		1.1		1.2		1.2		*

(1) Income (loss) from continuing operations before income taxes does not include dividends on preferred securities subject to mandatory redemption, gain (loss) on discontinued operations, cumulative effect of accounting change (net), non-controlling interests and income or loss from equity investees.

Fixed charges consist of interest cost, including interest on deposits, interest on discontinued operations, dividends on preferred securities subject to mandatory redemption, and that portion of rent expense to be representative of the interest factor.

Fixed charges do not include interest expense on uncertain tax liabilities as the Company records these amounts within the Provision for income taxes.

The preferred stock dividend amounts represent pre-tax earnings required to cover dividends on preferred stock.

* The earnings for the one month ended December 31, 2008 were inadequate to cover total fixed charges and total fixed charges and preferred stock dividends.

The coverage deficiency for total fixed charges for the one month ended December 31, 2008 was $2,028.

The coverage deficiency for total fixed charges and preferred stock dividends for the one month ended December 31, 2008 was $2,523.

EX-15

Exhibit 15

To the Board of Directors and Shareholders of Morgan Stanley:

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited condensed consolidated financial information of Morgan Stanley and subsidiaries for the three-month and six-month periods ended June 30, 2010 and June 30, 2009, and have issued our report dated August 6, 2010 (which report included an explanatory paragraph regarding the adoption of Financial Accounting Standards Board accounting guidance that addresses transfers of financial assets and extinguishments of liabilities and consolidation of variable interest entities.) As indicated in such report, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, is incorporated by reference in the following Registration Statements of Morgan Stanley:

Filed on Form S-3:

Registration Statement No. 33-57202

Registration Statement No. 33-60734

Registration Statement No. 33-89748

Registration Statement No. 33-92172

Registration Statement No. 333-07947

Registration Statement No. 333-27881

Registration Statement No. 333-27893

Registration Statement No. 333-27919

Registration Statement No. 333-46403

Registration Statement No. 333-46935

Registration Statement No. 333-76111

Registration Statement No. 333-75289

Registration Statement No. 333-34392

Registration Statement No. 333-47576

Registration Statement No. 333-83616

Registration Statement No. 333-106789

Registration Statement No. 333-117752

Registration Statement No. 333-129243

Registration Statement No. 333-131266

Registration Statement No. 333-155622

Registration Statement No. 333-156423

Filed on Form S-4:

Registration Statement No. 333-25003

Filed on Form S-8:

Registration Statement No. 33-63024

Registration Statement No. 33-63026

Registration Statement No. 33-78038

Registration Statement No. 33-79516

Registration Statement No. 33-82240

Registration Statement No. 33-82242

Registration Statement No. 33-82244

Registration Statement No. 333-04212

Registration Statement No. 333-28141

Registration Statement No. 333-28263

Registration Statement No. 333-62869

Registration Statement No. 333-78081

Registration Statement No. 333-95303

Registration Statement No. 333-85148

Registration Statement No. 333-85150

Registration Statement No. 333-108223

Registration Statement No. 333-142874

Registration Statement No. 333-146954

Registration Statement No. 333-159503

Registration Statement No. 333-159504

Registration Statement No. 333-159505

Registration Statement No. 333-168278

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statements prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

New York, New York

August 6, 2010

EX-31.1

Exhibit 31.1

Certification

I, James P. Gorman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Morgan Stanley;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2010

/s/ JAMES P. GORMAN

James P. Gorman

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Ruth Porat, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Morgan Stanley;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2010

/s/ RUTH PORAT

Ruth Porat

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Morgan Stanley (the “Company”) on Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P. Gorman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JAMES P. GORMAN

James P. Gorman

President Chief and Executive Officer

Dated: August 6, 2010

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Morgan Stanley (the “Company”) on Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ruth Porat, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ RUTH PORAT

Ruth Porat

Executive Vice President and

Chief Financial Officer

Dated: August 6, 2010