8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 17, 2019
Morgan Stanley
(Exact Name of Registrant as Specified in Charter)
Delaware	1-11758	36-3145972
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1585 Broadway, New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (212) 761-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02.     Results of Operations and Financial Condition

On October 17, 2019, Morgan Stanley (the "Company") released financial information with respect to its quarter ended September 30, 2019. A copy of the press release containing this information is annexed as Exhibit 99.1 to this Report and by this reference incorporated herein and made a part hereof.  In addition, a copy of the Company's Financial Data Supplement for its quarter ended September 30, 2019 is annexed as Exhibit 99.2 to this Report and by this reference incorporated herein and made a part hereof.

The information furnished under Item 2.02 of this Report, including Exhibit 99.1 and Exhibit 99.2, shall be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
Exhibit
Number	Description
99.1	Press release of the Company, dated October 17, 2019, containing financial information for the quarter ended September 30, 2019.
99.2	Financial Data Supplement of the Company for the quarter ended September 30, 2019.
101	Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”).
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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, hereunto duly authorized.

		MORGAN STANLEY (Registrant)
Date:	October 17, 2019	By:	/s/   Paul C. Wirth
			Name:	Paul C. Wirth
			Title:	Deputy Chief Financial Officer

EX-99.1

Exhibit 99.1

Morgan Stanley Third Quarter 2019 Earnings Results

Morgan Stanley Reports Net Revenues of $10.0 Billion and EPS of $1.27

NEW YORK, October 17, 2019 – Morgan Stanley (NYSE: MS) today reported net revenues of $10.0 billion for the third quarter ended September 30, 2019 compared with $9.9 billion a year ago.  Net income applicable to Morgan Stanley was $2.2 billion, or $1.27 per diluted share,¹ compared with net income of $2.1 billion, or $1.17 per diluted share,¹ for the same period a year ago.

James P. Gorman,Chairman and Chief Executive Officer, said, “We delivered strong quarterly earnings despite the typical summer slowdown and volatile markets.  Firmwide revenues were over $10 billion for the third consecutive quarter, and we produced an ROE within our target range.  Our consistent performance shows the stability of our business model.  We remain committed to controlling our expenses and are well positioned to pursue our growth initiatives.”

Financial Summary2 ($ millions, except per share data)
Firm	3Q 2019			3Q 2018
Net revenues	$	10,032		$	9,872
Compensation expense	$	4,427		$	4,310
Non-compensation expenses	$	2,895		$	2,711
Pre-tax income8	$	2,710		$	2,851
Net income app. to MS	$	2,173		$	2,112
Expense efficiency ratio9		73	%		71	%
Earnings per diluted share	$	1.27		$	1.17
Book value per share4	$	45.49		$	40.67
Tangible book value per share5	$	39.73		$	35.50
Return on equity6		11.2	%		11.5	%
Return on tangible equity6		12.9	%		13.2	%
Institutional Securities
Net revenues	$	5,023		$	4,929
Investment Banking	$	1,535		$	1,459
Sales & Trading	$	3,455		$	3,130
Wealth Management
Net revenues	$	4,358		$	4,399
Fee-based client assets ($ billions)10	$	1,186		$	1,120
Fee-based asset flows ($ billions)11	$	15.5		$	16.2
Loans ($ billions)	$	76.6		$	71.1
Investment Management
Net revenues	$	764		$	653
AUM ($ billions)12	$	507		$	471
Long-term net flows ($ billions)13	$	4.2		$	3.0

	Highlights
•	Firm net revenues reflect strong performance across all our business segments; the highest third quarter in the last decade.3
•	Book value4 and Tangible book value5 increased 12% year-over-year.
•	ROE of 11.2%6 and ROTCE of 12.9%6 remain strong and in line with our expectations.
•	Institutional Securities net revenues at $5.0 billion reflects strength across products, characterized by strong client engagement despite seasonality and volatile markets.
•	Wealth Management delivered a pre-tax margin of 28.4%7 on continued expense discipline.
•	Investment Management net revenues increased 17% reflecting strong carried interest and higher fee revenues.  AUM exceeded $500 billion.

Media Relations: Wesley McDade   212-761-2430 Investor Relations: Sharon Yeshaya   212-761-1632

Institutional Securities

Institutional Securities reported net revenues for the current quarter of $5.0 billion compared with $4.9 billion a year ago.  Pre-tax income was $1.3 billion compared with $1.6 billion a year ago.⁸

Investment Banking revenues up 5% from a year ago:

• Advisory revenues increased reflecting the impact of higher M&A fees on an increase in the volume of transactions.

• Equity underwriting revenues decreased from a year ago driven by lower volumes in IPOs and follow-on offerings, partially offset by an increase in convertible issuances.

• Fixed income underwriting revenues increased from a year ago on higher bond and loan issuance volumes.

Sales and Trading net revenues up 10% from a year ago:

• Equity sales and trading net revenues were essentially unchanged from a year ago with lower revenues in the derivatives business being offset by solid performance across all other businesses.

• Fixed Income sales and trading net revenues increased 21% from a year ago reflecting strong client activity in the credit and rates businesses, partially offset by a decline in foreign exchange.

• Other sales and trading net revenues increased from a year ago driven by lower costs from changes in funding mix and gains on economic hedges associated with corporate lending activity and certain of the Firm’s borrowings.

Investments and Other:

• Investment revenues decreased from a year ago driven by mark-to-market losses on remaining holdings subsequent to certain investments’ initial public offerings.

• Other revenues decreased from a year ago primarily reflecting lower revenues from corporate lending activities.

($ millions)	3Q 2019			3Q 2018
Net Revenues	$	5,023		$	4,929
Investment Banking	$	1,535		$	1,459
Advisory	$	550		$	510
Equity underwriting	$	401		$	441
Fixed income underwriting	$	584		$	508
Sales and Trading	$	3,455		$	3,130
Equity	$	1,991		$	2,019
Fixed Income	$	1,430		$	1,179
Other	$	34		$	(68	)
Investments and Other	$	33		$	340
Investments	$	(18	)	$	96
Other	$	51		$	244
Total Expenses	$	3,716		$	3,373
Compensation	$	1,768		$	1,626
Non-compensation	$	1,948		$	1,747

Total Expenses:

• Compensation expense increased on higher revenues and salaries, resulting in a compensation ratio of 35.2%.

• Non-compensation expenses increased from a year ago on higher volume-related expenses and litigation costs.

2

Wealth Management

Wealth Management net revenues for the current quarter of $4.4 billion were essentially unchanged from a year ago.  Pre-tax income of $1.2 billion⁸ in the current quarter resulted in a pre-tax margin of 28.4%.⁷

Net revenues relatively unchanged from a year ago:

• Asset management revenues increased from a year ago reflecting higher asset levels with continued positive flows.

•   Transactional revenues¹⁴ decreased from a year ago reflecting losses on investments associated with certain employee deferred compensations plans.

•   Net interest income decreased 3% compared with a year ago primarily driven by higher costs due to changes in funding mix, partially offset by growth in bank lending.  Wealth Management client liabilities¹⁵ were $86 billion at quarter end compared with $83 billion a year ago.

• Other revenues increased from a year ago driven by higher realized gains on available for sale securities.

Total Expenses:

• Compensation expense decreased from a year ago primarily driven by decreases in the fair value of deferred compensation plan referenced investments and retention note expense, partially offset by increases in compensable revenues.

($ millions)	3Q 2019		3Q 2018
Net Revenues	$	4,358	$	4,399
Asset management	$	2,639	$	2,573
Transactional14	$	595	$	698
Net interest	$	1,043	$	1,070
Other	$	81	$	58
Total Expenses	$	3,120	$	3,205
Compensation	$	2,340	$	2,415
Non-compensation	$	780	$	790

Investment Management

Investment Management reported net revenues of $764 million compared with $653 million a year ago.  Pre-tax income was $165 million compared with $102 million a year ago.⁸

Net revenues up 17% from a year ago:

•   Asset management revenues increased from a year ago driven by higher levels of assets under management and a non-recurring realized performance fee.

• Investment revenues increased from a year ago reflecting gains on carried interest primarily from the private equity businesses.

Total Expenses:

• Compensation expense increased from a year ago principally due to an increase in deferred compensation associated with carried interest.

($ millions)	3Q 2019			3Q 2018
Net Revenues	$	764		$	653
Asset management	$	664		$	604
Investments	$	105		$	40
Other	$	(5	)	$	9
Total Expenses	$	599		$	551
Compensation	$	319		$	269
Non-compensation	$	280		$	282

3

Other Matters

• The Firm repurchased $1.5 billion of its outstanding common stock during the quarter as part of its Share Repurchase Program.

• The Board of Directors declared a $0.35 quarterly dividend per share, payable on November 15, 2019 to common shareholders of record on October 31, 2019.

• The effective tax rate for the quarter was 18.2% which includes an intermittent net discrete tax benefit of $89 million associated with the filing of the 2018 federal tax return and the remeasurement of reserves.

	3Q 2019			3Q 2018
Capital16
Common Equity Tier 1 capital17		16.2	%		16.7	%
Tier 1 capital17		18.4	%		19.0	%
Tier 1 leverage18		8.2	%		8.2	%
Supplementary leverage ratio19		6.3	%		6.4	%
Common Stock Repurchases
Repurchases ($ millions)	$	1,500		$	1,180
Number of Shares (millions)		36			24
Average Price	$	41.92		$	49.33
Common Shares Outstanding -  period end (millions)		1,624			1,726
Tax Rate		18.2	%		24.4	%

4

Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services.  With offices in more than 41 countries, the Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals.  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.

NOTICE:

The information provided herein and in the financial supplement may include certain non-GAAP financial measures.  The definition of such measures or reconciliation of such metrics to the comparable U.S. GAAP figures are included in this earnings release and the Financial Supplement, both of which are available on www.morganstanley.com.

This earnings release may contain forward-looking statements, including the attainment of certain financial and other targets, objectives and goals.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect management’s current estimates, projections, expectations, assumptions, interpretations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially.  The Firm does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date such forward-looking statements were made.  For a discussion of risks and uncertainties that may affect the future results of the Firm, 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 Risk” in Part II, Item 7A in the Firm’s Annual Report on Form 10-K for the year ended December 31, 2018 and other items throughout the Form 10-K, the Firm’s Quarterly Reports on Form 10-Q and the Firm’s Current Reports on Form 8-K, including any amendments thereto.

5

¹ Includes preferred dividends related to the calculation of earnings per share for the third quarter of 2019 and 2018 of approximately $113 million and $93 million, respectively.

² The Firm prepares its Consolidated Financial Statements using accounting principles generally accepted in the United States (U.S. GAAP).  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.  The Securities and Exchange Commission 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 U.S. GAAP.  Non-GAAP financial measures disclosed by Morgan Stanley are provided as additional information to analysts, investors and other stakeholders in order to provide them with greater transparency about, or an alternative method for assessing our financial condition, operating results, or prospective regulatory capital requirements.  These measures are not in accordance with, or a substitute for U.S. GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies.  Whenever we refer to a non-GAAP financial measure, we will also generally define it or present the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable U.S. GAAP financial measure.

³ Net revenues of $10.0 billion represents the highest third quarter in a decade for a reported quarterly period after excluding the impact of debt valuation adjustments (DVA), which were previously reflected in net revenues in periods prior to March 31, 2016, and reflecting the current reporting structure of the Firm (i.e. exclusive of discontinued operations).  Net revenues excluding the impact of DVA, are non-GAAP financial measures in those prior periods that were reconciled to the comparable GAAP financial measures in the respective quarterly reports filed on Form 10-Q.

⁴Book value per common share represents common equity divided by period end common shares outstanding.

⁵ Tangible book value per common share is a non-GAAP financial measure that the Firm considers to be a useful measure of capital adequacy for analysts, investors and other stakeholders.  Tangible book value per common share represents tangible common equity divided by period end common shares outstanding.  Tangible common equity, also a non-GAAP financial measure, represents common equity less goodwill and intangible assets net of allowable mortgage servicing rights deduction.

⁶Annualized return on average common equity and annualized return on average tangible common equity are non-GAAP financial measures that the Firm considers useful for analysts, investors and other stakeholders to allow better comparability of period-to-period operating performance and capital adequacy.  The calculation of return on average common equity and return on average tangible common equity represents annualized net income applicable to Morgan Stanley less preferred dividends as a percentage of average common equity and average tangible common equity, respectively.  Tangible common equity, also a non-GAAP financial measure, represents common equity less goodwill and intangible assets net of allowable servicing rights deduction.

⁷ Pre-tax margin is a non-GAAP financial measure that the Firm considers useful for analysts, investors and other stakeholders to assess operating performance.  Pre-tax margin represents income (loss) before taxes divided by net revenues.

⁸ Pre-tax income is a non-GAAP financial measure that the Firm considers useful for analysts, investors and other stakeholders to assess operating performance.  Pre-tax income represents income (loss) before taxes.

⁹ The Firm expense efficiency ratio represents total non-interest expenses as a percentage of net revenues.

¹⁰ Wealth Management fee-based client assets represent the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets.

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¹¹ Wealth Management fee-based asset flows include net new fee-based assets, net account transfers, dividends, interest, and client fees and exclude institutional cash management related activity.

¹² AUM is defined as assets under management.

¹³ Long-term net flows include the Equity, Fixed Income and Alternative/Other asset classes and exclude the Liquidity asset class.

¹⁴ Transactional revenues include investment banking, trading, and commissions and fee revenues.

¹⁵ Wealth Management client liabilities reflect U.S. Bank Subsidiaries’ lending and broker-dealer margin activity.  U.S. Bank refers to the Firm’s U.S. Bank operating subsidiaries Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association.

¹⁶ Capital ratios are estimates as of the press release date, October 17, 2019.

¹⁷ The Firm’s risk-based capital ratios for purposes of determining regulatory compliance are the lower of the capital ratios computed under the (i) standardized approaches for calculating credit risk and market risk risk-weighted assets (“RWAs”) (the “Standardized Approach”); and (ii) applicable advanced approaches for calculating credit risk, market risk and operational risk RWAs (the “Advanced Approach”).  At September 30, 2019 and September 30, 2018, the Firm’s ratios are based on the Standardized Approach.  For information on the calculation of regulatory capital and ratios for prior periods, please refer to Part II, Item 7 “Liquidity and Capital Resources – Regulatory Requirements” in the Firm’s 2018 Form 10-K.

¹⁸ The Tier 1 leverage ratio is a non-risk based capital requirement that measures the Firm’s leverage.  Tier 1 leverage ratio utilizes Tier 1 capital as the numerator and average adjusted assets as the denominator.

¹⁹ The Firm must maintain a Tier 1 supplementary leverage ratio of 5% inclusive of a capital buffer of at least 2% in order to avoid limitations on capital distributions, including dividends and stock repurchases, and discretionary bonus payments to executive officers.  The Firm’s Supplementary Leverage Ratio utilizes a Tier 1 capital numerator of approximately $73.1 billion and $70.3 billion, and supplementary leverage exposure denominator of approximately $1.16 trillion and $1.10 trillion, for the third quarter of 2019 and 2018, respectively.

7

Consolidated Income Statement Information
(unaudited, dollars in millions)
	Quarter Ended							Percentage Change From:						Nine Months Ended					Percentage
	Sep 30, 2019		Jun 30, 2019		Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019		Sep 30, 2018			Change
Revenues:
Investment banking	$	1,635	$	1,590	$	1,567			3	%		4	%	$	4,467	$	4,994			(11	%)
Trading		2,608		2,732		2,752			(5	%)		(5	%)		8,781		9,815			(11	%)
Investments		87		441		136			(80	%)		(36	%)		801		409			96	%
Commissions and fees		990		979		932			1	%		6	%		2,935		3,144			(7	%)
Asset management		3,363		3,220		3,251			4	%		3	%		9,632		9,632			--
Other		131		253		298			(48	%)		(56	%)		685		748			(8	%)
Total non-interest revenues		8,814		9,215		8,936			(4	%)		(1	%)		27,301		28,742			(5	%)
Interest income		4,350		4,506		3,627			(3	%)		20	%		13,146		9,781			34	%
Interest expense		3,132		3,477		2,691			(10	%)		16	%		9,885		6,964			42	%
Net interest		1,218		1,029		936			18	%		30	%		3,261		2,817			16	%
Net revenues		10,032		10,244		9,872			(2	%)		2	%		30,562		31,559			(3	%)
Non-interest expenses:
Compensation and benefits		4,427		4,531		4,310			(2	%)		3	%		13,609		13,845			(2	%)
Non-compensation expenses:
Occupancy and equipment		353		353		351			--			1	%		1,053		1,033			2	%
Brokerage, clearing and exchange fees		637		630		559			1	%		14	%		1,860		1,795			4	%
Information processing and communications		557		538		513			4	%		9	%		1,627		1,487			9	%
Marketing and business development		157		162		152			(3	%)		3	%		460		471			(2	%)
Professional services		531		537		570			(1	%)		(7	%)		1,582		1,660			(5	%)
Other		660		590		566			12	%		17	%		1,803		1,888			(5	%)
Total non-compensation expenses		2,895		2,810		2,711			3	%		7	%		8,385		8,334			1	%
Total non-interest expenses		7,322		7,341		7,021			--			4	%		21,994		22,179			(1	%)
Income (loss) from continuing operations before taxes		2,710		2,903		2,851			(7	%)		(5	%)		8,568		9,380			(9	%)
Income tax provision / (benefit) from continuing operations		492		657		696			(25	%)		(29	%)		1,636		2,050			(20	%)
Income (loss) from continuing operations		2,218		2,246		2,155			(1	%)		3	%		6,932		7,330			(5	%)
Gain (loss) from discontinued operations after tax		0		0		(1	)		--			*			0		(5	)		*
Net income (loss)	$	2,218	$	2,246	$	2,154			(1	%)		3	%	$	6,932	$	7,325			(5	%)
Net income applicable to nonredeemable noncontrolling interests		45		45		42			--			7	%		129		108			19	%
Net income (loss) applicable to Morgan Stanley		2,173		2,201		2,112			(1	%)		3	%		6,803		7,217			(6	%)
Preferred stock dividend / Other		113		170		93			(34	%)		22	%		376		356			6	%
Earnings (loss) applicable to Morgan Stanley common shareholders	$	2,060	$	2,031	$	2,019			1	%		2	%	$	6,427	$	6,861			(6	%)

The End Notes are an integral part of this presentation.  Refer to the Financial Supplement on pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations and Legal Notice for additional information.

8

Consolidated Financial Metrics, Ratios and Statistical Data
(unaudited)
	Quarter Ended									Percentage Change From:						Nine Months Ended						Percentage
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018			Change
Financial Metrics:
Earnings per basic share	$	1.28		$	1.24		$	1.19			3	%		8	%	$	3.94		$	3.99			(1	%)
Earnings per diluted share	$	1.27		$	1.23		$	1.17			3	%		9	%	$	3.89		$	3.92			(1	%)
Return on average common equity		11.2	%		11.2	%		11.5	%								11.8	%		13.1	%
Return on average tangible common equity		12.9	%		12.8	%		13.2	%								13.5	%		15.1	%
Book value per common share	$	45.49		$	44.13		$	40.67								$	45.49		$	40.67
Tangible book value per common share	$	39.73		$	38.44		$	35.50								$	39.73		$	35.50
Excluding intermittent net discrete tax provision / benefit
Adjusted earnings per diluted share	$	1.21		$	1.23		$	1.17			(2	%)		3	%	$	3.77		$	3.87			(3	%)
Adjusted return on average common equity		10.7	%		11.2	%		11.5	%								11.5	%		13.0	%
Adjusted return on average tangible common equity		12.3	%		12.8	%		13.2	%								13.1	%		14.9	%
Financial Ratios:
Pre-tax profit margin		27	%		28	%		29	%								28	%		30	%
Compensation and benefits as a % of net revenues		44	%		44	%		44	%								45	%		44	%
Non-compensation expenses as a % of net revenues		29	%		27	%		27	%								27	%		26	%
Firm expense efficiency ratio		73	%		72	%		71	%								72	%		70	%
Effective tax rate from continuing operations		18.2	%		22.6	%		24.4	%								19.1	%		21.9	%
Statistical Data:
Period end common shares outstanding (millions)		1,624			1,659			1,726			(2	%)		(6	%)
Average common shares outstanding (millions)
Basic		1,604			1,634			1,697			(2	%)		(5	%)		1,632			1,719			(5	%)
Diluted		1,627			1,655			1,727			(2	%)		(6	%)		1,653			1,749			(5	%)
Worldwide employees		60,532			59,513			59,835			2	%		1	%

The End Notes are an integral part of this presentation.  Refer to the Financial Supplement on pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations and Legal Notice for additional information.

9

EX-99.2

Exhibit 99.2

Third Quarter 2019 Earnings Results
Quarterly Financial Supplement	Page
Consolidated Financial Summary	1
Consolidated Financial Metrics, Ratios and Statistical Data	2
Consolidated Financial Information	3
Consolidated Average Common Equity and Regulatory Capital Information	4
Institutional Securities Income Statement Information, Financial Metrics and Ratios	5
Wealth Management Income Statement Information, Financial Metrics and Ratios	6
Wealth Management Financial Information and Statistical Data	7
Investment Management Income Statement Information, Financial Metrics and Ratios	8
Investment Management Financial Information and Statistical Data	9
Consolidated Loans and Lending Commitments	10
U.S. Bank Supplemental Financial Information	11
Definition of U.S. GAAP to Non-GAAP Measures	12
Definition of Performance Metrics and Terms	13 - 14
Supplemental Quantitative Details and Calculations	15 - 16
Legal Notice	17

Consolidated Financial Summary
(unaudited, dollars in millions)
	Quarter Ended									Percentage Change From:						Nine Months Ended						Percentage
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018			Change
Net revenues
Institutional Securities	$	5,023		$	5,113		$	4,929			(2	%)		2	%	$	15,332		$	16,743			(8	%)
Wealth Management		4,358			4,408			4,399			(1	%)		(1	%)		13,155			13,098			--
Investment Management		764			839			653			(9	%)		17	%		2,407			2,062			17	%
Intersegment Eliminations		(113	)		(116	)		(109	)		3	%		(4	%)		(332	)		(344	)		3	%
Net revenues	$	10,032		$	10,244		$	9,872			(2	%)		2	%	$	30,562		$	31,559			(3	%)
Non-interest expenses
Institutional Securities	$	3,716		$	3,650		$	3,373			2	%		10	%	$	10,967		$	11,263			(3	%)
Wealth Management		3,120			3,165			3,205			(1	%)		(3	%)		9,486			9,587			(1	%)
Investment Management		599			640			551			(6	%)		9	%		1,869			1,672			12	%
Intersegment Eliminations		(113	)		(114	)		(108	)		1	%		(5	%)		(328	)		(343	)		4	%
Non-interest expenses (1)	$	7,322		$	7,341		$	7,021			--			4	%	$	21,994		$	22,179			(1	%)
Income (loss) before taxes
Institutional Securities	$	1,307		$	1,463		$	1,556			(11	%)		(16	%)	$	4,365		$	5,480			(20	%)
Wealth Management		1,238			1,243			1,194			--			4	%		3,669			3,511			5	%
Investment Management		165			199			102			(17	%)		62	%		538			390			38	%
Intersegment Eliminations		0			(2	)		(1	)		*			*			(4	)		(1	)		*
Income (loss) before taxes	$	2,710		$	2,903		$	2,851			(7	%)		(5	%)	$	8,568		$	9,380			(9	%)
Net Income (loss) applicable to Morgan Stanley
Institutional Securities	$	1,073		$	1,121		$	1,120			(4	%)		(4	%)	$	3,565		$	4,204			(15	%)
Wealth Management		962			953			913			1	%		5	%		2,839			2,703			5	%
Investment Management		138			128			80			8	%		73	%		402			311			29	%
Intersegment Eliminations		0			(1	)		(1	)		*			*			(3	)		(1	)		(200	%)
Net Income (loss) applicable to Morgan Stanley	$	2,173		$	2,201		$	2,112			(1	%)		3	%	$	6,803		$	7,217			(6	%)
Earnings (loss) applicable to Morgan Stanley common shareholders	$	2,060		$	2,031		$	2,019			1	%		2	%	$	6,427		$	6,861			(6	%)

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

1

Consolidated Financial Metrics, Ratios and Statistical Data
(unaudited)
	Quarter Ended									Percentage Change From:						Nine Months Ended						Percentage
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018			Change
Financial Metrics:
Earnings per basic share	$	1.28		$	1.24		$	1.19			3	%		8	%	$	3.94		$	3.99			(1	%)
Earnings per diluted share	$	1.27		$	1.23		$	1.17			3	%		9	%	$	3.89		$	3.92			(1	%)
Return on average common equity		11.2	%		11.2	%		11.5	%								11.8	%		13.1	%
Return on average tangible common equity		12.9	%		12.8	%		13.2	%								13.5	%		15.1	%
Book value per common share	$	45.49		$	44.13		$	40.67								$	45.49		$	40.67
Tangible book value per common share	$	39.73		$	38.44		$	35.50								$	39.73		$	35.50
Excluding intermittent net discrete tax provision / benefit (1)(2)
Adjusted earnings per diluted share	$	1.21		$	1.23		$	1.17			(2	%)		3	%	$	3.77		$	3.87			(3	%)
Adjusted return on average common equity		10.7	%		11.2	%		11.5	%								11.5	%		13.0	%
Adjusted return on average tangible common equity		12.3	%		12.8	%		13.2	%								13.1	%		14.9	%
Financial Ratios:
Pre-tax profit margin		27	%		28	%		29	%								28	%		30	%
Compensation and benefits as a % of net revenues		44	%		44	%		44	%								45	%		44	%
Non-compensation expenses as a % of net revenues		29	%		27	%		27	%								27	%		26	%
Firm expense efficiency ratio		73	%		72	%		71	%								72	%		70	%
Effective tax rate from continuing operations (1)(2)		18.2	%		22.6	%		24.4	%								19.1	%		21.9	%
Statistical Data:
Period end common shares outstanding (millions)		1,624			1,659			1,726			(2	%)		(6	%)
Average common shares outstanding (millions)
Basic		1,604			1,634			1,697			(2	%)		(5	%)		1,632			1,719			(5	%)
Diluted		1,627			1,655			1,727			(2	%)		(6	%)		1,653			1,749			(5	%)
Worldwide employees		60,532			59,513			59,835			2	%		1	%

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

2

Consolidated Financial Information
(unaudited, dollars in millions)
	Quarter Ended									Percentage Change From:						Nine Months Ended				Percentage
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019		Sep 30, 2018		Change
Regional revenues
Americas	$	7,489		$	7,526		$	7,357			--			2	%	$	22,336	$	22,989		(3	%)
EMEA (Europe, Middle East, Africa)		1,409			1,576			1,355			(11	%)		4	%		4,687		4,892		(4	%)
Asia		1,134			1,142			1,160			(1	%)		(2	%)		3,539		3,678		(4	%)
Consolidated net revenues	$	10,032		$	10,244		$	9,872			(2	%)		2	%	$	30,562	$	31,559		(3	%)
Balance sheet
Deposits	$	180,738		$	176,593		$	175,185			2	%		3	%
Total assets	$	902,604		$	891,959		$	865,517			1	%		4	%
Global liquidity reserve	$	226,923		$	221,792		$	214,848			2	%		6	%
Long-term debt outstanding	$	192,362		$	196,072		$	189,949			(2	%)		1	%
Maturities of long-term debt outstanding (next 12 months)	$	23,498		$	26,621		$	24,122			(12	%)		(3	%)
Common equity	$	73,862		$	73,204		$	70,183			1	%		5	%
Less: Goodwill and intangible assets		(9,350	)		(9,433	)		(8,918	)		(1	%)		5	%
Tangible common equity	$	64,512		$	63,771		$	61,265			1	%		5	%
Preferred equity	$	8,520		$	8,520		$	8,520			--			--

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

3

Consolidated Average Common Equity and Regulatory Capital Information
(unaudited, dollars in billions)
	Quarter Ended									Percentage Change From:						Nine Months Ended				Percentage
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019		Sep 30, 2018		Change
Average Common Equity
Institutional Securities	$	40.4		$	40.4		$	40.8			--			(1	%)	$	40.4	$	40.8		(1	%)
Wealth Management		18.2			18.2			16.8			--			8	%		18.2		16.8		8	%
Investment Management		2.5			2.5			2.6			--			(4	%)		2.5		2.6		(4	%)
Parent		12.3			11.5			10.0			7	%		23	%		11.4		9.4		21	%
Firm	$	73.4		$	72.6		$	70.2			1	%		5	%	$	72.5	$	69.6		4	%
Regulatory Capital
Common Equity Tier 1 capital	$	64.4		$	64.0		$	61.8			1	%		4	%
Tier 1 capital	$	73.1		$	72.7		$	70.3			1	%		4	%
Standardized Approach
Risk-weighted assets	$	398.3		$	391.5		$	370.7			2	%		7	%
Common Equity Tier 1 capital ratio		16.2	%		16.3	%		16.7	%
Tier 1 capital ratio		18.4	%		18.6	%		19.0	%
Advanced Approach
Risk-weighted assets	$	389.3		$	384.0		$	357.1			1	%		9	%
Common Equity Tier 1 capital ratio		16.5	%		16.7	%		17.3	%
Tier 1 capital ratio		18.8	%		18.9	%		19.7	%
Leverage-based capital
Tier 1 leverage ratio		8.2	%		8.4	%		8.2	%
Supplementary Leverage Ratio		6.3	%		6.5	%		6.4	%

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice. 

4

Institutional Securities
Income Statement Information, Financial Metrics and Ratios
(unaudited, dollars in millions)
	Quarter Ended									Percentage Change From:						Nine Months Ended						Percentage
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018			Change
Revenues:
Advisory	$	550		$	506		$	510			9	%		8	%	$	1,462		$	1,702			(14	%)
Equity		401			546			441			(27	%)		(9	%)		1,286			1,403			(8	%)
Fixed income		584			420			508			39	%		15	%		1,410			1,566			(10	%)
Underwriting		985			966			949			2	%		4	%		2,696			2,969			(9	%)
Investment Banking		1,535			1,472			1,459			4	%		5	%		4,158			4,671			(11	%)
Equity		1,991			2,130			2,019			(7	%)		(1	%)		6,136			7,047			(13	%)
Fixed Income		1,430			1,133			1,179			26	%		21	%		4,273			4,441			(4	%)
Other		34			41			(68	)		(17	%)		*			92			(198	)		*
Sales & Trading		3,455			3,304			3,130			5	%		10	%		10,501			11,290			(7	%)
Investments		(18	)		194			96			*			*			257			234			10	%
Other		51			143			244			(64	%)		(79	%)		416			548			(24	%)
Net revenues		5,023			5,113			4,929			(2	%)		2	%		15,332			16,743			(8	%)
Compensation and benefits		1,768			1,789			1,626			(1	%)		9	%		5,376			5,779			(7	%)
Non-compensation expenses		1,948			1,861			1,747			5	%		12	%		5,591			5,484			2	%
Total non-interest expenses		3,716			3,650			3,373			2	%		10	%		10,967			11,263			(3	%)
Income (loss) before taxes		1,307			1,463			1,556			(11	%)		(16	%)		4,365			5,480			(20	%)
Net income (loss) applicable to Morgan Stanley (1)	$	1,073		$	1,121		$	1,120			(4	%)		(4	%)	$	3,565		$	4,204			(15	%)
Pre-tax profit margin		26	%		29	%		32	%								28	%		33	%
Compensation and benefits as a % of net revenues		35	%		35	%		33	%								35	%		35	%
Non-compensation expenses as a % of net revenues		39	%		36	%		35	%								36	%		33	%
Return on Average Common Equity		10	%		10	%		10	%								11	%		13	%
Return on Average Tangible Common Equity (2)		10	%		10	%		10	%								11	%		13	%
Trading VaR (Average Daily 95% / One-Day VaR) (3)	$	42		$	46		$	42

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

5

Wealth Management
Income Statement Information, Financial Metrics and Ratios
(unaudited, dollars in millions)
	Quarter Ended									Percentage Change From:						Nine Months Ended						Percentage
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30,2018			Change
Revenues:
Asset management		2,639			2,544			2,573			4	%		3	%		7,544			7,582			(1	%)
Transactional		595			728			698			(18	%)		(15	%)		2,140			2,136			--
Net interest income		1,043			1,016			1,070			3	%		(3	%)		3,189			3,182			--
Other		81			120			58			(33	%)		40	%		282			198			42	%
Net revenues		4,358			4,408			4,399			(1	%)		(1	%)		13,155			13,098			--
Compensation and benefits		2,340			2,382			2,415			(2	%)		(3	%)		7,184			7,221			(1	%)
Non-compensation expenses		780			783			790			--			(1	%)		2,302			2,366			(3	%)
Total non-interest expenses		3,120			3,165			3,205			(1	%)		(3	%)		9,486			9,587			(1	%)
Income (loss) before taxes		1,238			1,243			1,194			--			4	%		3,669			3,511			5	%
Net income (loss) applicable to Morgan Stanley (1)	$	962		$	953		$	913			1	%		5	%	$	2,839		$	2,703			5	%
Pre-tax profit margin		28	%		28	%		27	%								28	%		27	%
Compensation and benefits as a % of net revenues		54	%		54	%		55	%								55	%		55	%
Non-compensation expenses as a % of net revenues		18	%		18	%		18	%								17	%		18	%
Return on Average Common Equity		21	%		20	%		21	%								20	%		21	%
Return on Average Tangible Common Equity (2)		37	%		36	%		39	%								36	%		38	%

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

6

Wealth Management
Financial Information and Statistical Data
(unaudited)
	Quarter Ended									Percentage Change From:
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018
Wealth Management Metrics
Wealth Management representatives		15,553			15,633			15,655			(1	%)		(1	%)
Annualized revenue per representative (000's)	$	1,118		$	1,125		$	1,125			(1	%)		(1	%)
Client assets (billions)	$	2,565		$	2,570		$	2,496			--			3	%
Client assets per representative (millions)	$	165		$	164		$	159			1	%		4	%
Client liabilities (billions)	$	86		$	84		$	83			2	%		4	%
Fee-based client assets (billions)	$	1,186		$	1,159		$	1,120			2	%		6	%
Fee-based asset flows (billions)	$	15.5		$	9.8		$	16.2			58	%		(4	%)
Fee-based assets as a % of client assets		46	%		45	%		45	%
Retail locations		590			589			595			--			(1	%)

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

7

Investment Management
Income Statement Information, Financial Metrics and Ratios
(unaudited, dollars in millions)
	Quarter Ended									Percentage Change From:						Nine Months Ended						Percentage
	Sep 30, 2019			Jun 30, 2019			Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018			Change
Revenues:
Asset management	$	664		$	612		$	604			8	%		10	%	$	1,893		$	1,840			3	%
Investments (1)		105			247			40			(57	%)		163	%		543			172			*
Other		(5	)		(20	)		9			75	%		*			(29	)		50			*
Net revenues		764			839			653			(9	%)		17	%		2,407			2,062			17	%
Compensation and benefits		319			360			269			(11	%)		19	%		1,049			845			24	%
Non-compensation expenses		280			280			282			--			(1	%)		820			827			(1	%)
Total non-interest expenses		599			640			551			(6	%)		9	%		1,869			1,672			12	%
Income (loss) before taxes		165			199			102			(17	%)		62	%		538			390			38	%
Net income (loss) applicable to Morgan Stanley (2)	$	138		$	128		$	80			8	%		73	%	$	402		$	311			29	%
Pre-tax profit margin		22	%		24	%		16	%								22	%		19	%
Compensation and benefits as a % of net revenues		42	%		43	%		41	%								44	%		41	%
Non-compensation expenses as a % of net revenues		37	%		33	%		43	%								34	%		40	%
Return on Average Common Equity		22	%		20	%		12	%								22	%		16	%
Return on Average Tangible Common Equity (3)		36	%		33	%		19	%								35	%		25	%

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

8

Investment Management
Financial Information and Statistical Data
(unaudited, dollars in billions)
	Quarter Ended								Percentage Change From:						Nine Months Ended					Percentage
	Sep 30, 2019			Jun 30, 2019		Sep 30, 2018			Jun 30, 2019			Sep 30, 2018			Sep 30, 2019		Sep 30, 2018			Change
Assets under management or supervision (AUM)
Net flows by asset class (1)
Equity	$	2.1		$	1.4	$	1.6			50	%		31	%	$	4.9	$	6.9			(29	%)
Fixed Income		2.3			1.3		1.6			77	%		44	%		2.4		0.1			*
Alternative / Other		(0.2	)		2.2		(0.2	)		*			--			1.4		1.0			40	%
Long-Term Net Flows		4.2			4.9		3.0			(14	%)		40	%		8.7		8.0			9	%
Liquidity		9.1			3.0		(9.8	)		*			*			6.3		(27.7	)		*
Total net flows	$	13.3		$	7.9	$	(6.8	)		68	%		*		$	15.0	$	(19.7	)		*
Assets under management or supervision by asset class (2)
Equity	$	126		$	128	$	117			(2	%)		8	%
Fixed Income		74			71		71			4	%		4	%
Alternative / Other		135			135		133			--			2	%
Long‐Term Assets Under Management or Supervision		335			334		321			--			4	%
Liquidity		172			163		150			6	%		15	%
Total Assets Under Management or Supervision	$	507		$	497	$	471			2	%		8	%
Share of minority stake assets	$	6		$	6	$	7			--			(14	%)

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

9

Consolidated Loans and Lending Commitments
(unaudited, dollars in billions)
	Quarter Ended						Percentage Change From:
	Sep 30, 2019		Jun 30, 2019		Sep 30, 2018		Jun 30, 2019			Sep 30, 2018
Institutional Securities
Loans:
Corporate (1)	$	13.3	$	13.3	$	12.0		--			11	%
Secured lending facilities		27.7		24.9		18.8		11	%		47	%
Commercial & residential real estate		10.5		11.7		11.8		(10	%)		(11	%)
Securities-based lending and other		7.4		8.0		7.9		(8	%)		(6	%)
Total Loans		58.9		57.9		50.5		2	%		17	%
Lending Commitments		108.6		114.0		97.9		(5	%)		11	%
Institutional Securities Loans and Lending Commitments (2)	$	167.5	$	171.9	$	148.4		(3	%)		13	%
Wealth Management
Loans:
Securities-based lending and other	$	47.4	$	45.5	$	44.4		4	%		7	%
Residential real estate		29.2		28.6		26.7		2	%		9	%
Total Loans		76.6		74.1		71.1		3	%		8	%
Lending Commitments		11.7		12.3		10.7		(5	%)		9	%
Wealth Management Loans and Lending Commitments (3)	$	88.3	$	86.4	$	81.8		2	%		8	%
Consolidated Loans and Lending Commitments (4)	$	255.8	$	258.3	$	230.2		(1	%)		11	%

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

10

U.S. Bank Supplemental Financial Information
(unaudited, dollars in billions)
	Quarter Ended						Percentage Change From:
	Sep 30, 2019		Jun 30, 2019		Sep 30, 2018		Jun 30, 2019			Sep 30, 2018
U.S. Bank assets	$	211.0	$	205.9	$	203.2		2	%		4	%
Institutional Securities U.S. Bank loans
Corporate (1)	$	6.9	$	6.6	$	7.0		5	%		(1	%)
Secured lending facilities		25.0		22.2		17.7		13	%		41	%
Commercial & residential real estate		9.8		10.7		10.9		(8	%)		(10	%)
Securities-based lending and other		5.7		6.2		5.3		(8	%)		8	%
Total loans	$	47.4	$	45.7	$	40.9		4	%		16	%
Wealth Management U.S. Bank loans
Securities-based lending and other	$	47.4	$	45.5	$	44.4		4	%		7	%
Residential real estate		29.2		28.6		26.7		2	%		9	%
Total loans	$	76.6	$	74.1	$	71.1		3	%		8	%
U.S. Bank loans	$	124.0	$	119.8	$	112.0		4	%		11	%
U.S. Bank investment securities portfolio (2)	$	70.7	$	70.7	$	60.5		--			17	%
U.S. Bank deposits	$	179.6	$	175.8	$	174.4		2	%		3	%

The End Notes are an integral part of this presentation.  See pages 12 - 17 for Definition of U.S. GAAP to Non-GAAP Measures, Definition of Performance Metrics and Terms, Supplemental Quantitative Details and Calculations, and Legal Notice.

11

Definition of U.S. GAAP to Non-GAAP Measures

(a)

The Firm prepares its Consolidated Financial Statements using accounting principles generally accepted in the United States (U.S. GAAP).  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.  The Securities and Exchange Commission 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 U.S. GAAP.  Non-GAAP financial measures disclosed by Morgan Stanley are provided as additional information to analysts, investors and other stakeholders in order to provide them with greater transparency about, or an alternative method for assessing, our financial condition, operating results, or prospective regulatory capital requirements.  These measures are not in accordance with, or a substitute for U.S. GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies.  Whenever we refer to a non-GAAP financial measure, we will also generally define it or present the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable U.S. GAAP financial measure.  In addition to the following notes, please also refer to the Firm's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

(b)

The following are considered non-GAAP financial measures that the Firm considers useful for analysts, investors and other stakeholders to allow better comparability of operating performance and capital adequacy.  These measures are calculated as follows:

- Earnings per diluted share, excluding intermittent net discrete tax provision / benefit represents net income (loss) applicable to Morgan Stanley, adjusted for the impact of the intermittent net discrete tax provision / benefit, less preferred dividends divided by the average number of diluted shares outstanding.

- The return on average common equity and return on average tangible common equity represents full year net income or annualized net income for the quarter applicable to Morgan Stanley less preferred dividends as a percentage of average common equity and average tangible common equity, respectively.

- The return on average common equity and the return on average tangible common equity excluding intermittent net discrete tax provision / benefit are adjusted in both the numerator and the denominator to exclude the intermittent net discrete tax provision / benefit.

- Segment return on average common equity and return on average tangible common equity represents full year net income or annualized net income for the quarter applicable to Morgan Stanley for each segment, less preferred dividend segment allocation, divided by average common equity and average tangible common equity for each respective segment.  The segment adjustments to common equity to derive segment average tangible common equity are generally set at the beginning of the year, and will remain fixed throughout the year until the next annual reset unless a significant business change occurs (e.g., acquisition or disposition).

- Tangible common equity represents common equity less goodwill and intangible assets net of allowable mortgage servicing rights deduction.

- Tangible book value per common share represents tangible common equity divided by period end common shares outstanding.

- Pre-tax profit margin percentages represent income before income taxes as percentages of net revenues.

12

Definition of Performance Metrics and Terms
Page 1:
(a)	Net income (loss) applicable to Morgan Stanley represents net income, less net income applicable to nonredeemable noncontrolling interests.
(b)	Earnings (loss) applicable to Morgan Stanley common shareholders represents net income (loss) applicable to Morgan Stanley, less preferred dividends.
Page 2:
(a)	Book value per common share represents common equity divided by period end common shares outstanding.
(b)	The Firm expense efficiency ratio represents total non‐interest expenses as a percentage of net revenues.
Page 3:
(a)	Firmwide regional revenues reflect the Firm's consolidated net revenues on a managed basis.  Further discussion regarding the geographic methodology for net revenues is disclosed in Note 21 to the consolidated financial statements included in the Firm's Annual Report on Form 10-K for the year ended December 31, 2018 (2018 Form 10-K).
(b)	The global liquidity reserve, which is held within the bank and non-bank operating subsidiaries, is comprised of highly liquid and diversified cash and cash equivalents and unencumbered securities. Eligible unencumbered securities include U.S. government securities, U.S. agency securities, U.S. agency mortgage-backed securities, non-U.S. government securities and other highly liquid investment grade securities.
(c)	The Firm's goodwill and intangible balances utilized in the calculation of tangible common equity are net of allowable mortgage servicing rights deduction.
Page 4:
(a)	The Firm's attribution of average common equity to the business segments is based on the Required Capital framework, an internal capital adequacy measure. This framework is a risk-based and leverage use-of-capital measure, which is compared with the Firm's regulatory capital to ensure that the Firm maintains an amount of going concern capital after absorbing potential losses from stress events, where applicable, at a point in time.  The Required Capital framework is based on the Firm's regulatory capital requirements.  The Firm defines the difference between its total average common equity and the sum of the average common equity amounts allocated to its business segments as Parent common equity.  The amount of capital allocated to the business segments is generally set at the beginning of the year, and will remain fixed throughout the year until the next annual reset unless a significant business change occurs (e.g., acquisition or disposition).  The Required Capital framework is expected to evolve over time in response to changes in the business and regulatory environment, for example, to incorporate changes in stress testing or enhancements to modeling techniques.  For further discussion of the framework, refer to Part II, Item 7 "Liquidity and Capital Resources—Regulatory Requirements" in the Firm's Annual Report on Form 10-K for the year ended December 31, 2018 and Part I, Item 2 "Liquidity and Capital Resources—Regulatory Requirements" in the Firm's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
(b)	The Firm's risk-based capital ratios for purposes of determining regulatory compliance are the lower of the capital ratios computed under the (i) standardized approaches for calculating credit risk and market risk risk-weighted assets (RWAs) (the “Standardized Approach”); and (ii) applicable advanced approaches for calculating credit risk, market risk and operational risk RWAs (the “Advanced Approach”).  At September 30, 2019, the Firm's ratios are based on the Standardized Approach.  For information on the calculation of regulatory capital and ratios for prior periods, please refer to Part II, Item 7 "Liquidity and Capital Resources—Regulatory Requirements" in the Firm's 2018 Form 10-K and Part I, Item 2 "Liquidity and Capital Resources—Regulatory Requirements" in the Firm's 10-Q for the quarter ended June 30, 2019.
(c)	Supplementary leverage ratio represents Tier 1 capital divided by the total supplementary leverage exposure.
Page 5:
(a)	Institutional Securities Sales & Trading net revenues includes trading, net interest income (interest income less interest expense), asset management, commissions and fees revenues.
(b)	VaR represents the loss amount that one would not expect to exceed, on average, more than five times every one hundred trading days in the Firm's trading positions if the portfolio were held constant for a one-day period.  Effective for the quarter ended September 30, 2019, the Firm changed its VaR model primarily in preparation for updates to regulatory rules and we believe the resulting VaR continues to accurately measure our market risk. The previous model used four years of historical data with a volatility adjustment to reflect current market conditions, the new model uses one year of unadjusted historical data. Prior periods VaR amounts have not been recast to reflect the new model. The difference in Trading VaR for 3Q19 between the new model ($42 million) and old model ($43 million) was not significant.  Further discussion of the calculation of VaR and the limitations of the Firm's VaR methodology, is disclosed in Part II, Item 7A "Quantitative and Qualitative Disclosures about Risk" included in the Firm's 2018 Form 10-K.

13

Definition of Performance Metrics and Terms

Page 6:
(a)	Transactional revenues for the Wealth Management segment includes investment banking, trading, and commissions and fee revenues.
(b)	Net interest income represents interest income less interest expense.
(c)	Other revenues for the Wealth Management segment includes investments and other revenues.
Page 7:
(a)	The average annualized revenue per representative metric represents annualized net revenues divided by average representative headcount.
(b)	Client assets per representative represents total client assets divided by period end representative headcount.
(c)	Client liabilities reflect U.S. Bank lending and broker dealer margin activity.
(d)	Fee-based client assets represent the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets.
(e)	Fee-based asset flows include net new fee-based assets, net account transfers, dividends, interest, and client fees and exclude institutional cash management related activity.
Page 8:
(a)	Other revenues for the Investment Management segment includes investment banking, trading, net interest and other revenues.
Page 9:
(a)	Investment Management Alternative/Other asset class includes products in Fund of Funds, Real Estate, Private Equity and Credit strategies, as well as Multi-Asset portfolios.
(b)	Investment Management net flows include new commitments, investments or reinvestments, net of client redemptions, returns of capital post-fund investment period and dividends not reinvested and excludes the impact of the transition of funds from their commitment period to the invested capital period.
(c)	The share of minority stake assets represents Investment Management's proportional share of assets managed by entities in which it owns a minority stake.
Page 10:
(a)	Corporate loans include relationship and event-driven loans and typically consist of revolving lines of credit, term loans and bridge loans.
(b)	Secured lending facilities include loans provided to clients to warehouse loans secured by underlying real estate or other assets.
(c)	The Institutional Securities business segment engages in securities-based and other lending activity, which includes corporate loans purchased in the secondary market, financing extended to commodities customers, and loans to municipalities.
(d)	Institutional Securities Lending Commitments principally include Corporate lending activity.
Page 11:
(a)	U.S. Bank refers to the Firm's U.S. Bank operating subsidiaries Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association and excludes balances between Bank subsidiaries, as well as deposits from the Parent and affiliates.

14

Supplemental Quantitative Details and Calculations

Page 1:
(1)	The Firm non-interest expenses by category are as follows:

		3Q19		2Q19		3Q18	3Q19 YTD		3Q18 YTD
Compensation and benefits	$	4,427	$	4,531	$	4,310	$	13,609	$	13,845
Non-compensation expenses:
Occupancy and equipment		353		353		351		1,053		1,033
Brokerage, clearing and exchange fees		637		630		559		1,860		1,795
Information processing and communications		557		538		513		1,627		1,487
Marketing and business development		157		162		152		460		471
Professional services		531		537		570		1,582		1,660
Other		660		590		566		1,803		1,888
Total non-compensation expenses		2,895		2,810		2,711		8,385		8,334
Total non-interest expenses	$	7,322	$	7,341	$	7,021	$	21,994	$	22,179

Page 2:
(1)	The quarter ended September 30, 2019 included intermittent net discrete tax benefits of $89 million primarily associated with the filing of the 2018 federal tax return and the remeasurement of reserves and related interest due to new information with regard to multi-jurisdiction tax examinations.  The nine months ended September 30, 2019 and September 30, 2018 included intermittent net discrete tax benefits of $190 million and $92 million, respectively, primarily associated with the remeasurement of reserves and related interest due to new information with regard to multi-jurisdiction tax examinations and other matters.
	The following sets forth the impact of the intermittent net discrete tax items to earnings per diluted share, return on average common equity and return on average tangible common equity (which are excluded):

		3Q19		3Q19 YTD			3Q18 YTD
Earnings per diluted share impact	$	0.06		$	0.12		$	0.05
Return on average common equity impact		0.5	%		0.3	%		0.1	%
Return on average tangible common equity impact		0.6	%		0.4	%		0.2	%

The quarter ended September 30, 2018 and the quarter ended June 30, 2019 did not have any material intermittent discrete tax items.

(2)

The income tax consequences related to employee share-based payments, which are recurring-type tax items, are recognized in Provision for income taxes in the consolidated income statement, and may be either a benefit or a provision.  Conversion of employee share-based awards to Firm shares will primarily occur in the first quarter of each year.  The impacts of recognizing excess tax benefits upon conversion of awards, in the applicable quarter and year-to-date amounts, are as follows: 2Q19: $20 million, 3Q19 YTD: $127 million and 3Q18 YTD: $164 million.  The impact of intermittent net discrete tax provisions and benefits reflected above do not include the recurring-type discrete tax benefits related to employee share‐based payments as we anticipate conversion activity each year.

Page 5:
(1)	For the quarter ended September 30, 2019, the Institutional Securities segment net income applicable to Morgan Stanley included intermittent net discrete tax benefits of $67 million primarily associated with the filing of the 2018 federal tax return and the remeasurement of reserves and related interest due to new information with regard to multi‐jurisdiction tax examinations. The nine months ended September 30, 2019 and September 30, 2018 included intermittent net discrete tax benefits of $168 million and $88 million, respectively, primarily associated with the remeasurement of reserves and related interest due to new information with regard to multi‐jurisdiction tax examinations and other matters.
(2)	Institutional Securities average tangible common equity represents average common equity adjusted to exclude goodwill and intangible assets net of allowable mortgage servicing rights deduction.  The adjustments are as follows:  3Q19: $536mm;  2Q19: $536mm;  3Q19 YTD: $536mm;  3Q18: $641mm;  3Q18 YTD: $641mm
(3)	Effective for the quarter ended September 30, 2019, the Firm changed its VaR model primarily in preparation for updates to regulatory rules and we believe the resulting VaR continues to accurately measure our market risk. The previous model used four years of historical data with a volatility adjustment to reflect current market conditions, the new model uses one year of unadjusted historical data. Prior periods VaR amounts have not been recast to reflect the new model. The difference in Trading VaR for 3Q19 between the new model ($42 million) and old model ($43 million) was not significant.

15

Supplemental Quantitative Details and Calculations

Page 6:
(1)	For the quarter and nine months ended September 30, 2019, the Wealth Management segment net income applicable to Morgan Stanley included intermittent net discrete tax benefits of $13 million primarily associated with the filing of the 2018 federal tax return.
(2)	Wealth Management average tangible common equity represents average common equity adjusted to exclude goodwill and intangible assets net of allowable mortgage servicing rights deduction.  The adjustments are as follows:  3Q19: $8,088mm;  2Q19: $8,088mm;  3Q19 YTD: $8,088mm;  3Q18: $7,604mm;  3Q18 YTD: $7,604mm

Page 8:
(1)	Includes investment gains or losses for certain funds included in the Firm's consolidated financial statements for which the limited partnership interests in these gains or losses were reported in net income (loss) applicable to nonredeemable noncontrolling interests.
(2)	For the quarter and nine months ended September 30, 2019, the Investment Management segment net income applicable to Morgan Stanley included intermittent net discrete tax benefits of $9 million primarily associated with the filing of the 2018 federal tax return.
(3)	Investment Management average tangible common equity represents average common equity adjusted to exclude goodwill and intangible assets net of allowable mortgage servicing rights deduction.  The adjustments are as follows:  3Q19: $940mm;  2Q19: $940mm;  3Q19 YTD: $940mm;  3Q18: $950mm;  3Q18 YTD: $950mm
Page 9:
(1)	Net Flows by region for the quarters ended September 30, 2019, June 30, 2019 and September 30, 2018 were:
	North America: $6.4 billion, $4.3 billion and $(10.2) billion
	International: $6.9 billion, $3.6 billion and $3.4 billion
(2)	Assets under management or supervision by region for the quarters ended September 30, 2019, June 30, 2019 and September 30, 2018 were:
	North America: $282 billion, $277 billion and $265 billion
	International: $225 billion, $220 billion and $206 billion

Page 10:
(1)	Corporate loans in the Institutional Securities segment represents relationship and event lending.
(2)	For the quarters ended September 30, 2019, June 30, 2019 and September 30, 2018, Institutional Securities recorded a provision (release) for credit losses of $31 million, $4 million and $(2) million, respectively, related to loans, and a provision for credit losses of $18 million, $10 million and $1 million, respectively, related to lending commitments.
(3)	For the quarters ended September 30, 2019, June 30, 2019 and September 30, 2018, Wealth Management recorded a provision for credit losses of $3 million, $3 million and $3 million, respectively, related to loans.  For the quarters ended September 30, 2019 and June 30, 2019, Wealth Management recorded a provision (release) for credit losses of $(1) million and $1 million, respectively, related to lending commitments.  For the quarter ended September 30, 2018, there was no material provision recorded by Wealth Management related to lending commitments.
(4)	For the quarters ended September 30, 2019, June 30, 2019 and September 30, 2018, Investment Management reflected loan balances of $42 million, $27 million and $1.2 billion, respectively, and lending commitments of $164 million in the quarter ended September 30, 2018, which are not included in the Consolidated Loans and Lending Commitments balance.
Page 11:
(1)	Corporate loans in the Institutional Securities segment represents relationship and event lending.
(2)	For the quarters ended September 30, 2019, June 30, 2019 and September 30, 2018, the U.S. Bank investment securities portfolio included held to maturity investment securities of $26.7 billion, $27.2 billion and $19.0 billion, respectively.

16

Legal Notice

This Financial Supplement contains financial, statistical and business-related information, as well as business and segment trends.

The information should be read in conjunction with the Firm's third quarter earnings press release issued October 17, 2019.

17

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