Morgan Stanley Receives Final Regulatory Approvals to Purchase Remaining 35% Interest in MSSB Wealth Management Joint Venture,

  Morgan Stanley Receives Final Regulatory Approvals to Purchase Remaining 35%
  Interest in MSSB Wealth Management Joint Venture, Fulfilling Key Strategic

Morgan Stanley Intends to Complete Purchase This Month, Becoming 100% Owner of
One of the World’s Leading Wealth Management Franchises

Business Wire

NEW YORK -- June 21, 2013

Morgan Stanley (NYSE: MS) announced today that it has received all regulatory
approvals to acquire the remaining 35 percent interest in Morgan Stanley Smith
Barney Holdings LLC (MSSBH) from Citigroup Inc., fulfilling a key strategic
priority. Upon the close of the purchase, Morgan Stanley will own 100 percent
of the business, which operates under the name Morgan Stanley Wealth

Morgan Stanley will notify Citigroup that it intends to exercise its right to
purchase the remaining interest at a previously established price of $4.7
billion, payable in cash. The closing is expected to take place on or about
June 28, 2013. Morgan Stanley will record a negative adjustment to capital
(i.e., shareholders’ equity) of approximately $200 million (net of tax) to
reflect the difference between the purchase price for the 35 percent
redeemable non-controlling interest in MSSBH ($4.725 billion) and its carrying
value. This adjustment will negatively impact the calculation of basic and
fully diluted earnings per share for the three- and six-month periods ended
June 30, 2013.

Additionally, MSSBH will redeem all of the Class A Preferred Interests in
MSSBH owned by Citigroup and its affiliates for a purchase price equal to
their liquidation preference plus accrued and unpaid distributions, or
approximately $2.028 billion in aggregate, simultaneously with Morgan
Stanley’s purchase of the remaining interest.

James P. Gorman, Chairman and Chief Executive Officer of Morgan Stanley, said:
“This is a historic day for Morgan Stanley. It is the culmination of a
multi-year effort to transform our business model into one that offers
stronger shareholder returns and greater stability in volatile markets.
Immediately upon closing, we expect to start seeing the benefits of 100
percent ownership – including an expanded deposit base, unique syndication and
distribution capabilities and enhanced opportunities for both our wealth
management and institutional clients.

“Today, the power of Morgan Stanley’s platform – a premier investment bank and
one of the world’s preeminent wealth and asset management franchises – is
clearer than ever before. With this milestone behind us, we have added
momentum to carry out our full plan to achieve higher shareholder returns.”

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

The information above contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995. 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 current estimates, projections,
expectations or beliefs. These forward-looking statements are subject to
numerous risks and uncertainties, and there are important factors that could
cause actual results to differ materially from those in any such
forward-looking statements, many of which are beyond the control of Morgan
Stanley. There can be no assurance as to the timing or outcome of the purchase
of the remaining interest in MSSBH.


Morgan Stanley
Media Relations
Michele Davis, 212-761-9621
Investor Relations
Celeste Mellet Brown, 212-761-3896
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