Contact: Media Relations

Investor Relations

Michele Davis

Celeste Mellet Brown

212 761 9621

212 761 3896

For Immediate Release

Morgan Stanley Receives Final Regulatory Approvals to Purchase Remaining
35% Interest in MSSB Wealth Management Joint Venture, Fulfilling Key
Strategic Priority
Morgan Stanley Intends to Complete Purchase This Month, Becoming 100% Owner of Oneof the World’s Leading Wealth Management Franchises
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 SmithBarney Holdings LLC (MSSBH) from Citigroup Inc., fulfilling a key strategic priority. Upon theclose of the purchase, Morgan Stanley will own 100 percent of the business, which operates under
the name Morgan Stanley Wealth Management.
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 tocapital (i.e., shareholders’ equity) of approximately $200 million (net of tax) to reflect thedifference 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 thecalculation 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 ahistoric day for Morgan Stanley. It is the culmination of a multi-year effort to transform ourbusiness 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 theworld’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 investmentbanking, securities, investment management and wealth management services. The Firm'semployees serve clients worldwide including corporations, governments, institutions andindividuals from more than 1,200 offices in 43 countries. For further information about Morgan
Stanley, please visit www.morganstanley.com.
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 toplace undue reliance on forward-looking statements, which speak only as of the date on which they are madeand 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 todiffer 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.

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