Morgan Stanley Reports Fourth Quarter and Full Year 2012:

Morgan Stanley Reports Fourth Quarter and Full Year 2012:

• Fourth Quarter Net Revenues of $7.0 Billion Included the Negative Impact of $511 Million fromthe Tightening of Morgan Stanley's Debt-Related Credit Spreads (DVA);¹Income from Continuing Operations of $0.28 per Diluted Share

• Excluding DVA, Fourth Quarter Net Revenues were $7.5 Billion and Income from Continuing Operations was $0.45 per Diluted Share^{2, 3}

• Fourth Quarter Global Wealth Management Pre-Tax Margin of 17%, Highest Since the Inception of the Joint Venture; Investment Banking Ranked #1 in Global IPOs and #2 in Global Announced M&A and Global Equity;⁴Solid Results in Equity Sales and Trading

• Full Year Net Revenues of $26.1 Billion Included the Negative Impact of $4.4 Billion from DVA; Loss from Continuing Operations of $0.03 per Diluted Share; Excluding DVA, Net Revenues were $30.5 Billion and Income from Continuing Operations was $1.59 per Diluted Share^{2, 3}

NEW YORK--(BUSINESS WIRE)-- Morgan Stanley (NYS: MS) today reported net revenues of $7.0 billion for the fourth quarter ended December 31, 2012 compared with $5.7 billion a year ago. For the current quarter, income from continuing operations applicable to Morgan Stanley was $573 million, or $0.28 per diluted share,⁵ which included a net tax benefit of approximately $155 million,⁶ or $0.08 per diluted share, compared with a loss of $222 million, or a loss of $0.13 per diluted share,⁵ for the same period a year ago. The prior year fourth quarter included a pre-tax loss of approximately $1.7 billion, or a loss of $0.58 per diluted share, related to the comprehensive settlement with MBIA Insurance Corporation (MBIA).

Results for the current quarter included negative revenue of $511 million compared with positive revenue of $216 million a year ago related to changes in Morgan Stanley's debt-related credit spreads and other credit factors (Debt Valuation Adjustment, DVA).¹

Excluding DVA, net revenues for the current quarter were $7.5 billion compared with $5.5 billion a year ago and income from continuing operations applicable to Morgan Stanley was $894 million, or $0.45 per diluted share, compared with a loss of $349 million, or $0.20 loss per diluted share a year ago.^{3, 5, 7}

Compensation expense of $3.6 billion in the current quarter declined from $3.8 billion a year ago. Non-compensation expenses of $2.5 billion increased from $2.3 billion a year ago.

For the current quarter, net income applicable to Morgan Stanley, including discontinued operations, was $0.25 per diluted share, compared with a net loss of $0.15 per diluted share in the fourth quarter of 2011. Discontinued operations in the current quarter includes a provision of approximately $115 million related to a settlement with the Federal Reserve Board concerning the independent foreclosure review related to Saxon.⁸

⁽¹⁾ Represents income (loss) from continuing operations applicable to Morgan Stanley common shareholders less preferred dividends.

⁽²⁾ Net revenues for 4Q 2012, 3Q 2012 and 4Q 2011 exclude positive (negative) revenue from DVA of $(511) million, $(2,262) million and $216 million, respectively.

⁽³⁾ Earnings / (loss) from continuing operations applicable to Morgan Stanley common shareholders for 4Q 2012, 3Q 2012 and 4Q 2011 excludes after-tax DVA impact of $(321) million, $(1,568) million and $127 million, respectively, and includes a related allocation of earnings to Participating Restricted Stock Units of $1 million, $2 million and $0 million, respectively.

Fourth Quarter Business Overview

• Global Wealth Management Group net revenues were $3.5 billion and pre-tax margin was 17%.⁹ Average annualized revenue per global representative was $824,000, highest since the inception of the Joint Venture.

• Institutional Securities net revenues excluding DVA were $3.5 billion reflecting strong performance in Investment Banking, solid results in Equity sales and trading and a decline in Fixed Income & Commodities sales and trading.

• Asset Management reported net revenues of $599 million with assets under management or supervision of $338 billion.

James P. Gorman, Chairman and Chief Executive Officer, said,"After a year of significant challenges, Morgan Stanley has reached a pivot point. We demonstrated meaningful progress in our Wealth Management Joint Venture, reaching the highest pre-tax margin since the inception of the JV. We charted a path to acquire the remainder of the JV. We are ahead of our risk weighted asset reduction targets for Fixed Income and Commodities, while continuing to focus on our strengths within business and strategic linkages across the Firm and investing for the evolving regulatory environment. We continued to demonstrate leadership in Investment Banking and Equity sales and trading. Our Firm is now poised to reach the returns of which it is capable on behalf of our shareholders."

FOURTH QUARTER RESULTS

⁽¹⁾ Net revenues and pre-tax income for 4Q 2012, 3Q 2012 and 4Q 2011 exclude positive (negative) revenue from DVA of $(511) million, $(2,262) million and $216 million, respectively.

INSTITUTIONAL SECURITIES

Institutional Securities reported a pre-tax gain from continuing operations of $57 million compared with a pre-tax loss of $772 million in the fourth quarter of last year. Net revenues for the current quarter were $3.0 billion compared with $2.1 billion, inclusive of MBIA, a year ago. DVA resulted in negative revenue of $511 million in the current quarter compared with positive revenue of $216 million a year ago. Excluding DVA, net revenues for the current quarter were $3.5 billion compared with $1.9 billion a year ago. The following discussion for sales and trading excludes DVA.

• Advisory revenues were $454 million compared with $406 million a year ago reflecting higher levels of market activity. Equity underwriting revenues were $237 million compared with $189 million a year ago reflecting higher market volume. Fixed income underwriting revenues were $534 million, our highest reported quarter, compared with $288 million a year ago.

• Fixed Income & Commodities sales and trading net revenues were $811 million compared with losses of $493 million a year ago. Fixed Income, after considering the impact of MBIA, reflected a decline in rates, partly offset by relative improvement in credit products. Commodities results declined meaningfully in a challenging market.¹⁰

• Equity sales and trading net revenues of $1.3 billion were essentially unchanged from the prior year quarter, although stronger performances were noted in the derivatives and prime brokerage businesses.¹⁰

• Compensation expense for the current quarter was $1.5 billion compared with $1.6 billion in the prior year quarter. Non-compensation expenses of $1.4 billion increased from $1.3 billion a year ago.

• Morgan Stanley's average trading Value-at-Risk (VaR) measured at the 95% confidence level was $78 million compared with $63 million in the third quarter of 2012 and $105 million in the fourth quarter of the prior year.¹¹

⁽¹⁾ 3Q 2012 pre-tax income includes $193 million of non-recurring costs associated with the Morgan Stanley Wealth Management (MSWM) integration and purchase of an additional 14% stake in the Joint Venture.

GLOBAL WEALTH MANAGEMENT GROUP

Global Wealth Management Group reported pre-tax income from continuing operations of $581 million compared with $238 million in the fourth quarter of last year. The quarter's pre-tax margin was 17%.⁹ Net revenues for the current quarter were $3.5 billion compared with $3.2 billion a year ago. Income after the noncontrolling interest allocation to Citigroup Inc. (Citi) and before taxes was $474 million.¹²

• Asset management fee revenues of $1.9 billion increased 16% from last year's fourth quarter primarily reflecting an increase in fee based assets and positive flows.

• Transactional revenues¹³ of $1.1 billion decreased 3% from a year ago reflecting reduced commissions and fees and a decrease in principal trading revenues driven by lower gains from investments associated with the Firm's deferred compensation and co-investment plans, offset by higher investment banking revenues.

• Compensation expense for the current quarter was $2.0 billion compared with $2.1 billion a year ago. Non-compensation expenses were $901 million compared with $922 million a year ago.

• Total client assets were $1.8 trillion at quarter end. Client assets in fee based accounts were $573 billion, or 32% of total client assets. Global fee based asset flows for the quarter were $3.7 billion.

• Global representatives of 16,780 were relatively unchanged from the prior quarter. Average annualized revenue per global representative of $824,000 and total client assets per global representative of $106 million increased 13% and 14%, respectively, compared with the prior year quarter.

ASSET MANAGEMENT

Asset Management reported pre-tax income from continuing operations of $221 million compared with pre-tax income of $78 million in last year's fourth quarter.¹⁴ The quarter's pre-tax margin was 37%.⁹ Income after the noncontrolling interest allocation and before taxes was $172 million.

• Net revenues of $599 million increased from $424 million in last year's fourth quarter primarily reflecting higher results in the Traditional Asset Management business and gains on principal investments in the Merchant Banking and Real Estate Investing businesses.¹⁵

• Compensation expense for the current quarter was $168 million compared with $183 million a year ago. Non-compensation expenses of $210 million increased from $163 million a year ago on higher brokerage and clearing expenses.

• Assets under management or supervision at December 31, 2012 of $338 billion increased 18% from the prior year. The increase primarily reflected positive net customer flows in Morgan Stanley's liquidity funds and market appreciation.

FULL YEAR RESULTS

Full year net revenues were $26.1 billion compared with $32.2 billion a year ago. Income from continuing operations applicable to Morgan Stanley for the current year was $48 million, or a loss of $0.03 per diluted share,⁵ compared with income of $4.2 billion, or $1.26 per diluted share,⁵ a year ago. Results for the current year included a net tax benefit of approximately $73 million or $0.04 per diluted share.⁶ The Firm's prior year earnings reflected the impact of several key actions executed in connection with strategic and other matters.¹⁶

Results for the year included negative revenue of $4.4 billion compared with positive revenue of $3.7 billion a year ago related to DVA. Excluding DVA, net revenues for the current year were $30.5 billion compared with $28.6 billion in 2011 and income from continuing operations applicable to Morgan Stanley was $3.2 billion, or $1.59 per diluted share, compared with income of $1.9 billion, or a loss of $0.08 per diluted share a year ago.^3,5,7

The Firm's compensation expense of $15.6 billion for the current year decreased from $16.3 billion a year ago. Non-compensation expenses of $10.0 billion increased from $9.8 billion a year ago.

For the current year, the net loss applicable to Morgan Stanley, including discontinued operations, was $0.06 per diluted share, compared with net income of $1.23 per diluted share a year ago.⁸

⁽¹⁾ Represents income (loss) from continuing operations applicable to Morgan Stanley common shareholders less preferred dividends and a one-time negative adjustment of $1.7 billion in FY 2011 related to the conversion of the Firm's Series B Preferred Stock held by Mitsubishi UFJ Financial Group, Inc. (MUFG) into common stock.

⁽²⁾ Net revenues for FY 2012 and FY 2011 exclude positive (negative) revenue from DVA of $(4,402) million and $3,681 million, respectively.

⁽³⁾ Earnings / (loss) from continuing operations applicable to Morgan Stanley common shareholders for FY 2012 and FY 2011 excludes after-tax DVA impact of $(3,118) million and $2,275 million, respectively, and includes a related allocation of earnings to Participating Restricted Stock Units of $13 million and $(22) million, respectively.

⁽¹⁾ Institutional Securities net revenues and pre-tax income for FY 2012 and FY 2011 exclude positive (negative) revenue from DVA of $(4,402) million and $3,681 million, respectively.

INSTITUTIONAL SECURITIES

Institutional Securities reported a pre-tax loss from continuing operations of $1.7 billion compared with pre-tax income of $4.6 billion in 2011. Net revenues for the current year were $10.6 billion compared with $17.2 billion, inclusive of MBIA, a year ago. DVA resulted in negative revenue of $4.4 billion in the current year compared with positive revenue of $3.7 billion a year ago. Excluding DVA, net revenues for the current year were $15.0 billion compared with $13.5 billion a year ago. Compensation expense was $6.7 billion compared with $7.2 billion a year ago. Non-compensation expenses of $5.6 billion increased from $5.4 billion a year ago primarily due to increased litigation costs.

GLOBAL WEALTH MANAGEMENT GROUP

Global Wealth Management Group reported pre-tax income from continuing operations of $1.6 billion compared with $1.3 billion a year ago. Net revenues for the current year were $13.5 billion compared with $13.3 billion a year ago. The year's pre-tax margin was 12%.⁹ Income after the noncontrolling interest allocation to Citi and before taxes was $1.3 billion.¹² Compensation expense was $8.1 billion compared with $8.3 billion a year ago. Non-compensation expenses of $3.8 billion increased from $3.7 billion a year ago reflecting non-recurring costs of approximately $176 million primarily associated with the MSWM integration.

ASSET MANAGEMENT

Asset Management reported pre-tax income from continuing operations of $590 million compared with $253 million a year ago.¹⁴ The year's reported pre-tax margin was 27%.⁹ Income after the noncontrolling interest allocation and before taxes was $403 million. Net revenues of $2.2 billion increased from $1.9 billion a year ago primarily reflecting higher results in the Traditional Asset Management business and gains on principal investments in the Merchant Banking and Real Estate Investing businesses.¹⁵ Compensation expense of $841 million and non-compensation expenses of $788 million were essentially unchanged from a year ago.

CAPITAL

Morgan Stanley's Tier 1 capital ratio under Basel I was approximately 17.9% and Tier 1 common ratio was approximately 14.7% at December 31, 2012.¹⁷

At December 31, 2012, book value and tangible book value per common share were $30.65 and $26.81,¹⁸ respectively, based on approximately 2.0 billion shares outstanding.

OTHER MATTERS

The effective tax rate from continuing operations for the current quarter was 11.1%. The current quarter includes a net tax benefit of approximately $155 million consisting of a discrete benefit from remeasurement of reserves and an out of period tax provision to adjust previously recorded deferred tax assets.⁶

The Firm declared a $0.05 quarterly dividend per common share. The dividend is payable on February 15, 2013 to common shareholders of record on February 5, 2013.

Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. The Firm's employees serve clients worldwide including corporations, governments, institutions and individuals from more than 1,200 offices in 43 countries. For further information about Morgan Stanley, please visit www.morganstanley.com.

A financial summary follows. Financial, statistical and business-related information, as well as information regarding business and segment trends, is included in the Financial Supplement. Both the earnings release and the Financial Supplement are available online in the Investor Relations section at www.morganstanley.com.

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(See Attached Schedules)

The information above contains forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect management's current estimates, projections, expectations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of additional risks and uncertainties that may affect the future results of the Company, 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, "Legal Proceedings" in Part I, Item 3, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and "Quantitative and Qualitative Disclosures about Market Risk" in Part II, Item 7A, each of the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and other items throughout the Form 10-K, the Company's Quarterly Reports on Form 10-Q, including "Risk Factors" in Part II, Item 1A therein, and the Company's Current Reports on Form 8-K, including any amendments thereto.

¹ Represents the change in the fair value of certain of Morgan Stanley's long-term and short-term borrowings resulting from fluctuations in its credit spreads and other credit factors (commonly referred to as "DVA").

² From time to time, Morgan Stanley may disclose certain "non-GAAP financial measures" in the course of its earnings releases, earnings conference calls, financial presentations and otherwise. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States. The Securities and Exchange Commission (SEC) defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial positions, or cash flows that is subject to adjustments that effectively exclude, or include amounts from the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures disclosed by Morgan Stanley are provided as additional information to investors in order to provide them with g