Edgar Filing: MORGAN STANLEY

At

May 31,
2007

At

November 30,
2006

(dollars in millions)

Settlement withholdings and escrow deposits

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2007

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-11758

Morgan Stanley

(Exact Name of Registrant as Specified in its Charter)


Delaware		36-3145972
(State of Incorporation)		(I.R.S. Employer Identification No.)

1585 Broadway New York, NY		10036
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 761-4000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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


Large Accelerated Filer x		Accelerated Filer ¨		Non-Accelerated Filer ¨

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

As of June 29, 2007, there were 1,052,546,403 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.

MORGAN STANLEY

INDEX TO QUARTERLY REPORT ON FORM 10-Q

Quarter Ended May 31, 2007


		Page
Part I—Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Financial Condition—May 31, 2007 and November 30, 2006	1
	Condensed Consolidated Statements of Income—Three and Six Months Ended May 31, 2007 and 2006	3
	Condensed Consolidated Statements of Comprehensive Income—Three and Six Months Ended May 31, 2007 and 2006	4
	Condensed Consolidated Statements of Cash Flows—Six Months Ended May 31, 2007 and 2006	5
	Notes to Condensed Consolidated Financial Statements	6
	Report of Independent Registered Public Accounting Firm	50
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	96
Item 4.	Controls and Procedures	103

Part II—Other Information
Item 1.	Legal Proceedings	104
Item 1A.	Risk Factors	105
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	106
Item 4.	Submission of Matters to a Vote of Security Holders	106
Item 6.	Exhibits	106


		i

AVAILABLE INFORMATION

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

Morgan Stanley’s internet site is www.morganstanley.com. You can access Morgan Stanley’s Investor Relations webpage at www.morganstanley.com/about/ir. Morgan Stanley makes available free of charge, on or through our Investor Relations webpage, its proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Morgan Stanley also makes available, through its Investor Relations webpage, via a link to the SEC’s internet site, statements of beneficial ownership of Morgan Stanley’s equity securities filed by its directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act.

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

•

Composite Certificate of Incorporation;

•

Bylaws;

•

Charters for our Audit Committee, Compensation, Management Development and Succession Committee and Nominating and Governance Committee;

•

Corporate Governance Policies;

•

Policy Regarding Communication with the Board of Directors;

•

Policy Regarding Director Candidates Recommended by Shareholders;

•

Policy Regarding Corporate Political Contributions;

•

Policy Regarding Shareholder Rights Plan;

•

Code of Ethics and Business Conduct; and

•

Integrity Hotline.

Morgan Stanley’s Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer, its Chief Financial Officer and its Controller and Principal Accounting Officer. Morgan Stanley will post any amendments to the Code of Ethics and Business Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange, Inc. (“NYSE”) on its internet site. You can request a copy of these documents, excluding exhibits, at no cost, by contacting Investor Relations, 1585 Broadway, New York, NY 10036 (212-761-4000). The information on Morgan Stanley’s internet site is not incorporated by reference into this report.


		ii

Item 1.

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in millions, except share data)


	May 31, 2007		November 30, 2006
	(unaudited)
Assets
Cash and cash equivalents	$	31,786	$	20,606
Cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements (including securities at fair value of $19,996 at May 31, 2007 and $8,648 at November 30, 2006)		47,114		29,565
Financial instruments owned (approximately $157 billion and $125 billion were pledged to various parties at May 31, 2007 and November 30, 2006, respectively):
U.S. government and agency securities		35,198		39,352
Other sovereign government obligations		28,764		27,305
Corporate and other debt		167,751		158,864
Corporate equities		99,728		86,058
Derivative contracts		56,461		55,443
Investments		10,050		4,725
Physical commodities		3,165		3,031

Total financial instruments owned		401,117		374,778
Securities received as collateral		112,236		64,588
Collateralized agreements:
Securities purchased under agreements to resell		144,051		175,787
Securities borrowed		252,213		299,631
Receivables:
Consumer loans (net of allowances of $784 at May 31, 2007 and $831 at November 30, 2006)		21,917		22,915
Customers		113,866		82,923
Brokers, dealers and clearing organizations		17,009		7,633
Other loans		14,334		11,908
Fees, interest and other		11,991		8,937
Other investments		13,302		3,232
Office facilities and other equipment, at cost (net of accumulated depreciation of $3,927 at May 31, 2007 and $3,645 at November 30, 2006)		4,501		4,086
Goodwill		2,977		2,792
Intangible assets (net of accumulated amortization of $151 million at May 31, 2007 and $109 million at November 30, 2006)		1,155		651
Other assets		10,424		11,160

Total assets	$	1,199,993	$	1,121,192


		1

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION—(Continued)

(dollars in millions, except share data)


	May 31, 2007			November 30, 2006
	(unaudited)
Liabilities and Shareholders’ Equity
Commercial paper and other short-term borrowings	$	33,747		$	29,092
Deposits		43,577			28,343
Financial instruments sold, not yet purchased:
U.S. government and agency securities		18,085			26,168
Other sovereign government obligations		23,586			28,961
Corporate and other debt		6,321			10,336
Corporate equities		58,491			59,399
Derivative contracts		58,919			57,491
Physical commodities		1,147			764

Total financial instruments sold, not yet purchased		166,549			183,119
Obligation to return securities received as collateral		112,236			64,588
Collateralized financings:
Securities sold under agreements to repurchase		252,710			267,566
Securities loaned		147,216			150,257
Other secured financings		43,456			45,556
Payables:
Customers		142,080			134,907
Brokers, dealers and clearing organizations		13,656			7,635
Interest and dividends		6,541			4,746
Other liabilities and accrued expenses		26,782			24,975
Long-term borrowings		171,932			144,978

		1,160,482			1,085,762

Capital Units		—			66

Commitments and contingencies
Shareholders’ equity:
Preferred stock		1,100			1,100
Common stock, $0.01 par value;
Shares authorized: 3,500,000,000 at May 31, 2007 and November 30, 2006;
Shares issued: 1,211,701,552 at May 31, 2007 and November 30, 2006;
Shares outstanding: 1,051,690,047 at May 31, 2007 and 1,048,877,006 at November 30, 2006		12			12
Paid-in capital		2,165			2,213
Retained earnings		46,256			41,422
Employee stock trust		5,808			4,315
Accumulated other comprehensive loss		(119	)		(35	)
Common stock held in treasury, at cost, $0.01 par value;
160,011,505 shares at May 31, 2007 and 162,824,546 shares at November 30, 2006		(9,903	)		(9,348	)
Common stock issued to employee trust		(5,808	)		(4,315	)

Total shareholders’ equity		39,511			35,364

Total liabilities and shareholders’ equity	$	1,199,993		$	1,121,192

See Notes to Condensed Consolidated Financial Statements.


		2

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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


	Three Months Ended May 31,						Six Months Ended May 31,
	2007			2006			2007			2006
	(unaudited)						(unaudited)
Revenues:
Investment banking	$	1,913		$	1,132		$	3,140		$	2,114
Principal transactions:
Trading		4,838			3,559			8,996			6,645
Investments		1,004			629			1,884			929
Commissions		1,123			994			2,128			1,914
Fees:
Asset management, distribution and administration		1,596			1,321			3,075			2,589
Merchant, cardmember and other fees, net		261			277			558			566
Servicing and securitization income		643			651			1,199			1,247
Interest and dividends		16,066			10,111			30,880			20,655
Other		290			125			535			259

Total revenues		27,734			18,799			52,395			36,918
Interest expense		16,007			9,965			29,492			19,426
Provision for consumer loan losses		204			130			399			285

Net revenues		11,523			8,704			22,504			17,207

Non-interest expenses:
Compensation and benefits		5,218			3,802			10,210			8,044
Occupancy and equipment		301			236			581			466
Brokerage, clearing and exchange fees		366			340			727			632
Information processing and communications		381			364			750			710
Marketing and business development		340			297			634			535
Professional services		626			537			1,125			970
Other		417			265			756			576

Total non-interest expenses		7,649			5,841			14,783			11,933

Income from continuing operations before losses from unconsolidated investees and income taxes		3,874			2,863			7,721			5,274
(Losses)/gains from unconsolidated investees		(21	)		23			(48	)		3
Provision for income taxes		1,271			1,058			2,532			1,847

Income from continuing operations		2,582			1,828			5,141			3,430
Discontinued operations:
Gain/(loss) from discontinued operations		—			21			174			(26	)
Income tax (provision)/benefit		—			(8	)		(61	)		11

Gain/(loss) on discontinued operations		—			13			113			(15	)

Net income	$	2,582		$	1,841		$	5,254		$	3,415

Preferred stock dividend requirements	$	17		$	—		$	34		$	—

Earnings applicable to common shareholders	$	2,565		$	1,841		$	5,220		$	3,415

Earnings per basic common share:
Income from continuing operations	$	2.57		$	1.81		$	5.09		$	3.37
Gain/(loss) on discontinued operations		—			0.01			0.12			(0.01	)

Earnings per basic common share	$	2.57		$	1.82		$	5.21		$	3.36

Earnings per diluted common share:
Income from continuing operations	$	2.45		$	1.74		$	4.86		$	3.25
Gain/(loss) on discontinued operations		—			0.01			0.10			(0.02	)

Earnings per diluted common share	$	2.45		$	1.75		$	4.96		$	3.23

Average common shares outstanding:
Basic		996,544,761			1,013,241,715			1,002,894,369			1,016,756,096

Diluted		1,045,643,087			1,054,733,745			1,051,684,753			1,056,493,761

See Notes to Condensed Consolidated Financial Statements.


		3

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in millions)


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007			2006
	(unaudited)				(unaudited)
Net income	$	2,582	$	1,841	$	5,254		$	3,415
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		5		97		(97	)		130
Net change in cash flow hedges		3		53		11			80
Minimum pension liability adjustment		—		—		2			—

Comprehensive income	$	2,590	$	1,991	$	5,170		$	3,625

See Notes to Condensed Consolidated Financial Statements.


		4

MORGAN STANLEY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)


	Six Months Ended May 31,
	2007			2006
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	5,254		$	3,415
Adjustments to reconcile net income to net cash used for operating activities:
Losses (gains) from unconsolidated investees		48			(3	)
Compensation payable in common stock and options		1,266			1,215
Depreciation and amortization		254			365
Provision for consumer loan losses		399			285
Gain on sale of Quilter Holdings Ltd.		(168	)		—
Aircraft-related charges		—			125
Changes in assets and liabilities:
Cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements		(17,546	)		(6,482	)
Financial instruments owned, net of financial instruments sold, not yet purchased		(35,435	)		(36,391	)
Securities borrowed		47,418			(30,340	)
Securities loaned		(3,041	)		21,000
Receivables and other assets		(45,982	)		(23,672	)
Payables and other liabilities		16,383			24,557
Securities purchased under agreements to resell		31,736			(15,959	)
Securities sold under agreements to repurchase		(15,491	)		19,976

Net cash used for operating activities		(14,905	)		(41,909	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net (payments for) proceeds from:
Office facilities and aircraft under operating leases		(607	)		1,990
Business acquisitions, net of cash acquired		(1,167	)		(1,676	)
Sale of Quilter Holdings Ltd.		476			—
Net principal disbursed on consumer loans		(4,697	)		(4,625	)
Sales of consumer loans		5,301			6,613
Purchases of securities available for sale		(7,975	)		—

Net cash (used for) provided by investing activities		(8,669	)		2,302

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from (payments for):
Short-term borrowings		4,441			2,908
Derivatives financing activities		(89	)		(156	)
Other secured financings		(8,547	)		5,264
Deposits		15,214			3,897
Tax benefits associated with stock-based awards		181			39
Net proceeds from:
Issuance of common stock		602			229
Issuance of long-term borrowings		40,395			25,693
Payments for:
Repayments of long-term borrowings		(14,160	)		(10,995	)
Redemption of Capital Units		(66	)		—
Repurchases of common stock		(2,609	)		(1,312	)
Cash dividends		(608	)		(581	)

Net cash provided by financing activities		34,754			24,986

Net increase (decrease) in cash and cash equivalents		11,180			(14,621	)
Cash and cash equivalents, at beginning of period		20,606			29,414

Cash and cash equivalents, at end of period	$	31,786		$	14,793

See Notes to Condensed Consolidated Financial Statements.


		5

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	Introduction and Basis of Presentation.

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

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

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

Global Wealth Management Group provides brokerage and investment advisory services covering various investment alternatives; financial and wealth planning services; annuity and other insurance products; credit and other lending products; banking and cash management services; retirement services; and trust and fiduciary services.

Asset Management provides global asset management products and services in equity, fixed income and alternative investments, which includes private equity, infrastructure funds and real estate, to institutional and retail clients through proprietary and third party retail distribution channels, intermediaries and the Company’s institutional distribution channel. Asset Management also engages in investment activities.

Discover offers Discover^®-branded credit cards and related consumer products and services and operates the Discover Network, a merchant and cash access network for Discover Network-branded cards, and PULSE^® EFT Association LP (“PULSE”), an automated teller machine/debit and electronic funds transfer network. Discover also offers consumer finance products and services in the U.K., including Morgan Stanley-branded, Goldfish-branded and various other credit cards issued on the MasterCard and Visa networks.

On June 30, 2007, the Company completed the spin-off of Discover Financial Services (the “Discover Spin-off”). Beginning in the third quarter of fiscal 2007, Discover’s results will be included within discontinued operations for all periods presented.

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

In connection with the Company’s application of Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” in fiscal 2006, the Company adjusted its opening retained earnings for fiscal 2006 and its financial results for the first two quarters of fiscal 2006. See Note 24 to the consolidated financial statements for the fiscal year ended November 30, 2006, included in the Company’s Current Report on Form 8-K dated April 10, 2007 (the “Form 8-K”).

All material intercompany balances and transactions have been eliminated.


		6

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Form 8-K. The condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for the fair statement of the results for the interim period. The results of operations for interim periods are not necessarily indicative of results for the entire year.

Reclassifications.

Deferred Compensation plans. The Company maintains various deferred compensation plans for the benefit of certain employees. Beginning in the quarter ended February 28, 2007, increases or decreases in assets or earnings associated with such plans are reflected in net revenues, and increases or decreases in liabilities associated with such plans are reflected in compensation expense. Previously, the increases or decreases in assets and liabilities associated with these plans were both recorded in net revenues. The amount of the reclassification that was recorded within net revenues was $245 million in the quarter ended February 28, 2007 and $93 million and $187 million for the quarter and six month period ended May 31, 2006.

Investments and Loans. During the second quarter of fiscal 2007, the Company reclassified investments that are accounted for at fair value from Other assets to Financial instruments owned—Investments in the condensed consolidated statement of financial condition. Gains and losses associated with these investments are reflected in Principal transactions—investments in the condensed consolidated statements of income.

During the second quarter of fiscal 2007, the Company reclassified investments that are not accounted for at fair value (such as investments accounted for under the equity or cost method) from Other assets to Other investments. Gains and losses associated with these investments are primarily reflected in Gains (losses) from unconsolidated investees.

During the second quarter of fiscal 2007, the Company reclassified certain structured loan products and other loans that are accounted for on an accrual basis to Receivables—Other loans. Previously, these amounts were included in Financial Instruments owned—corporate and other debt, Receivables—Customers and Receivables—Fees, interest and other. In addition, certain mortgage lending products accounted for at fair value that were previously included in Consumer loans have been reclassified to Financial instruments owned—corporate and other debt.

These reclassifications were primarily made in order to enhance the presentation of financial instruments on the Company’s condensed consolidated statement of financial condition in connection with the Company’s adoption of Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”).

Segments. Beginning in the second quarter of fiscal 2007, the Company’s real estate investing business is included within the results of the Asset Management business segment. Previously, this business was included in the Institutional Securities business segment. Real estate advisory activities and certain passive limited partnership interests remain within Institutional Securities. Income before taxes associated with the real estate investing activities that were transferred to the Asset Management business segment was $101 million and $255 million for the quarter and six months ended May 31, 2007, and $52 million and $57 million for the quarter and six months ended May 31, 2006. In addition, activities associated with certain shareholder recordkeeping services are included within the Global Wealth Management Group business segment. Previously, these activities were included within the Asset Management business segment. These changes were made in order to reflect the manner in which these segments are currently managed.

For all of the above reclassifications, prior periods have been adjusted to conform to the current year’s presentation.

Consolidation. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and other entities in which the Company has a controlling financial interest.


		7

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

For entities where (1) the total equity investment at risk is sufficient to enable the entity to finance its activities independently, and (2) the equity holders bear the economic residual risks of the entity and have the right to make decisions about the entity’s activities, the Company consolidates those entities it controls through a majority voting interest or otherwise. For entities that do not meet these criteria, commonly known as variable interest entities (“VIE”), the Company consolidates those entities where the Company absorbs a majority of the expected losses or a majority of the expected residual returns, or both, of such entity.

Notwithstanding the above, certain securitization vehicles, commonly known as qualifying special purpose entities, are not consolidated by the Company if they meet certain criteria regarding the types of assets and derivatives they may hold, the types of sales they may engage in, and the range of discretion they may exercise in connection with the assets they hold.

For investments in entities in which the Company does not have a controlling financial interest, but has significant influence over operating and financial decisions, the Company generally applies the equity method of accounting. As discussed in Note 18, the Company has elected to fair value certain investments that had previously been accounted for under the equity method.

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

The Company’s U.S. and international subsidiaries include Morgan Stanley & Co. Incorporated (“MS&Co.”), Morgan Stanley & Co. International plc (“MSIP”), Morgan Stanley Japan Securities Co., Ltd. (“MSJS”), Morgan Stanley Investment Advisors Inc. and Discover Financial Services (formerly NOVUS Credit Services Inc.). On April 1, 2007, the Company merged Morgan Stanley DW Inc. (“MSDWI”) into MS&Co. Upon completion of the merger, the surviving entity, MS&Co., became the Company’s principal U.S. broker-dealer.

Income Statement Presentation. The Company, through its subsidiaries and affiliates, provides a wide variety of products and services to a large and diversified group of clients and customers, including corporations, governments, financial institutions and individuals. In connection with the delivery of the various products and services to clients, the Company manages its revenues and related expenses in the aggregate. As such, when assessing the performance of its businesses, the Company considers its principal trading, investment banking, commissions and interest and dividend income, along with the associated interest expense and provision for loan losses, as one integrated activity for each of the Company’s separate businesses.

The Company’s cost infrastructure supporting its businesses varies by activity. In some cases, these costs are directly attributable to one line of business, and, in other cases, such costs relate to multiple businesses. As such, when assessing the performance of its businesses, the Company does not consider these costs separately, but rather assesses performance in the aggregate along with the related revenues.

Therefore, the Company’s pricing structure considers various items, including the level of expenses incurred directly and indirectly to support the cost infrastructure, the risk it incurs in connection with a transaction, the overall client relationship and the availability in the market for the particular product and/or service. Accordingly, the Company does not manage or capture the costs associated with the products or services sold or its general and administrative costs by revenue line, in total or by product.


		8

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Discontinued Operations.

Quilter Holdings Ltd. The results of Quilter Holdings Ltd. (“Quilter”) are reported as discontinued operations for all periods presented through its sale on February 28, 2007. The results of Quilter were formerly included in the Global Wealth Management Group business segment.

Aircraft Leasing. The Company’s aircraft leasing business was classified as “held for sale” prior to its sale on March 24, 2006, and associated revenues and expenses have been reported as discontinued operations for all periods presented through its sale on March 24, 2006. The results of the Company’s aircraft leasing business were formerly included in the Institutional Securities business segment.

See Note 15 for additional information on discontinued operations.

Revenue Recognition.

Investment Banking. Underwriting revenues and fees for mergers, acquisitions and advisory assignments are recorded when services for the transactions are determined to be completed, generally as set forth under the terms of the engagement. Transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction, are deferred and recognized in the same period as the related investment banking transaction revenue. Underwriting revenues are presented net of related expenses. Non-reimbursed expenses associated with advisory transactions are recorded within Non-interest expenses.

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

Asset Management, Distribution and Administration Fees. Asset management, distribution and administration fees are recognized over the relevant contract period, generally quarterly or annually. In certain management fee arrangements, the Company is entitled to receive performance-based fees (also referred to as incentive fees) when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, performance fee revenue is accrued quarterly based on measuring account/fund performance to date versus the performance benchmark stated in the investment management agreement.

Merchant, Cardmember and Other Fees, Net. Merchant, cardmember and other fees, net, include revenues from fees charged to merchants on credit card sales (net of interchange fees paid to banks that issue cards on the Company’s merchant and cash access network), transaction processing fees on debit card transactions as well as charges to cardmembers for late payment fees, overlimit fees, balance transfer fees, credit protection fees and cash advance fees, net of cardmember rewards. Merchant, cardmember and other fees are recognized as earned. Cardmember rewards include various reward programs, including the Cashback Bonus^® reward program, pursuant to which the Company pays certain cardmembers a percentage of their purchase amounts based upon a cardmember’s level and type of purchases. The liability for cardmember rewards, included in Other liabilities and accrued expenses, is computed on an individual cardmember basis and is accumulated as qualified cardmembers make progress toward earning a reward through their ongoing purchase activity. In determining the liability for cardmember rewards, the Company considers estimated forfeitures based on historical account closure, charge-off and transaction activity. The Company records the cost of its cardmember reward programs as a reduction of Merchant, cardmember and other fees, net.

Consumer Loans. Consumer loans, which consist primarily of general purpose credit card and consumer installment loans, are generally reported at their principal amounts outstanding less applicable allowances.


		9

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Interest on consumer loans is recorded to income as earned. Interest is generally accrued on credit card loans until the date of charge-off, which generally occurs at the end of the month during which an account becomes 180 contractually days past due, except in the case of cardmember bankruptcies, probate accounts, and fraudulent transactions. Cardmember bankruptcies and probate accounts are charged off at the end of the month 60 days following the receipt of notification of the bankruptcy or death but not later than the 180-day contractual time frame. Fraudulent transactions are reported in consumer loans at their net realizable value upon receipt of notification of the fraud through a charge to operating expenses and are subsequently written off at the end of the month 90 days following notification but not later than the contractual 180-day time frame. The interest portion of charged-off credit card loans is written off against interest revenue. Origination costs related to the issuance of credit cards are charged to earnings over periods not exceeding 12 months.

The Company classifies a portion of its consumer loans as held for sale. Loans held for sale include the lesser of loans eligible for securitization or sale, or loans that management intends to securitize within three months, net of amortizing securitizations. These loans are carried at the lower of aggregate cost or fair value.

Financial Instruments. The Company’s financial instruments owned and financial instruments sold, not yet purchased are recorded at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As a result of the Company’s adoption of SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), on December 1, 2006, the Company elected the fair value option for certain instruments. Such instruments included loans and other financial instruments held by subsidiaries that are not registered broker-dealers as defined in the AICPA Audit and Accounting Guide, Brokers and Dealers in Securities, or that are not held by investment companies as defined in the AICPA Audit and Accounting Guide, Investment Companies. A substantial portion of these positions, as well as the financial instruments included within Other secured financings, had been accounted for by the Company at fair value prior to the adoption of SFAS No. 159. Changes in the fair value of these positions are included within Principal transactions—trading revenues in the Company’s condensed consolidated statements of income.

Financial Instruments Used for Trading. Financial instruments owned and Financial instruments sold, not yet purchased, which include cash and derivative products, are recorded at fair value in the condensed consolidated statements of financial condition, and gains and losses are reflected net in Principal transactions—trading revenues in the condensed consolidated statements of income. Interest income and expense and dividend income are recorded within the condensed consolidated statements of income depending on the nature of the instrument and related market conventions.

The fair value of the Company’s financial instruments are generally based on or derived from bid prices or parameters for Financial instruments owned and ask prices or parameters for Financial instruments sold, not yet purchased.

A substantial percentage of the fair value of the Company’s financial instruments used for trading is based on observable market prices, observable market parameters, or is derived from such prices or parameters. The availability of observable market prices and pricing parameters can vary from product to product. Where available, observable market prices and pricing parameters in a product (or a related product) may be used to derive a price without requiring significant judgment. In certain markets, such as for products that are less actively traded, observable market prices or market parameters are not available, and fair value is determined using techniques appropriate for each particular product. These techniques involve some degree of judgment.


		10

MORGAN STANLEY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In the case of financial instruments transacted on recognized exchanges, the observable prices represent quotations for completed transactions from the exchange on which the financial instrument is principally traded. Also as a result of the adoption of SFAS No. 157 on December 1, 2006, the Company no longer utilizes block discounts in cases where it has large holdings of unrestricted financial instruments with quoted prices that are readily and regularly available in an active market.

In the case of over-the-counter (“OTC”) derivative contracts, fair value is derived primarily using pricing models, which may require multiple market input parameters. Where appropriate, valuation adjustments are made to account for credit quality and market liquidity. These adjustments are applied on a consistent basis and are based upon observable market data where available. The Company also uses pricing models to manage the risks introduced by OTC derivatives. Depending on the product and the terms of the transaction, the fair value of OTC derivative products can be modeled using a series of techniques, including closed-form analytic formulae, such as the Black-Scholes option pricing model, simulation models or a combination thereof, applied consistently. In the case of more established derivative products, the pricing models used by the Company are widely accepted by the financial services industry. Pricing models take into account the contract terms, including the maturity, as well as market parameters such as interest rates, volatility and the creditworthiness of the counterparty. As a result of the Company’s adoption of SFAS No. 157, the impact of the Company’s own credit spreads are also considered when measuring the fair value of liabilities, including certain OTC derivative contracts.

Prior to the adoption of SFAS No. 157, the Company followed the provisions of Emerging Issues Task Force (“EITF”) Issue No. 02-3, “Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities” (“EITF Issue No. 02-3”). See also Note 18. Under EITF Issue No. 02-3, in the absence of observable market prices or parameters in an active market, observable prices or parameters of other comparable current market transactions, or other observable data supporting a fair value based on a pricing model at the inception of a contract, revenue recognition at the inception of an OTC derivative financial instrument was not permitted. Such revenue was recognized in income at the earlier of when there was market value observability or at the end of the contract period. In the absence of observable market prices or parameters in an active market, observable prices or parameters of other comparable current market transactions, or other observable data supporting a fair value based on a pricing model at the inception of a contract, fair value was based on the transaction price. With the adoption of SFAS No. 157, the Company is no longer applying the revenue recognition criteria of EITF Issue No. 02-3.

Purchases and sales of financial instruments and related expenses are recorded on trade date. The fair value of OTC financial instruments, including derivative contracts related to financial instruments and commodities, are presented in the accompanying condensed consolidated statements of financial condition on a net-by-counterparty basis, when appropriate.

The Company nets cash collateral paid or received against its derivatives inventory under credit support annexes, which the Company views as conditional contracts, pursuant to legally enforceable master netting agreements.

Investment Activities. Substantially all equity and debt investments purchased in connection with private equity and other investment activities are recorded at fair value and are included within Financial instruments owned—Investments in the condensed consolidated statements of financial condition, and gains and losses are primarily reflected in Principal transactions—investment revenues. The carrying value of such investments reflects expected exit values based upon appropriate valuation techniques applied on a consistent basis. Such techniques employ various market, income and cost approaches to determine fair value at the measurement date. The Company’s partnership interests are included within Financial instruments owned—Investments in the condensed consolidated statements of financial condition and are recorded based upon changes in the fair value of the underlying partnership’s net assets.


		11

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Financial Instruments Used for Asset and Liability Management. The Company applies hedge accounting to various derivative financial instruments used to hedge interest rate, foreign exchange and credit risk arising from assets, liabilities and forecasted transactions. These instruments are included within Financial instruments owned—derivative contracts or Financial instruments sold, not yet purchased—derivative contracts within the condensed consolidated statements of financial condition.

These hedges are designated and qualify for accounting purposes as one of the following types of hedges: hedges of changes in fair value of assets and liabilities due to the risk being hedged (fair value hedges), hedges of the variability of future cash flows from forecasted transactions and floating rate assets and liabilities due to the risk being hedged (cash flow hedges) and hedges of net investments in foreign operations whose functional currency is different from the reporting currency of the parent company (net investment hedges).

For all hedges where hedge accounting is being applied, effectiveness testing and other procedures to ensure the ongoing validity of the hedges are performed at least monthly. The impact of hedge ineffectiveness and amounts excluded from the assessment of hedge effectiveness on the condensed consolidated statements of income was not material for all periods presented. If a derivative is de-designated as a hedge, it is thereafter accounted for as a financial instrument used for trading.

Fair Value Hedges—Interest Rate Risk.

In the first quarter of fiscal 2007, the Company began using regression analysis to perform an ongoing prospective and retrospective assessment of the effectiveness of these hedging relationships (i.e., the Company applied the “long-haul” method of hedge accounting). A hedging relationship is deemed to be effective if the fair values of the hedging instrument (derivative) and the hedged item (debt liability) change inversely within a range of 80% to 125%.

Previously, the Company’s designated fair value hedges consisted primarily of interest rate swaps designated as fair value hedges of changes in the benchmark interest rate of fixed rate borrowings, including both certificates of deposit and senior long-term borrowings. For these hedges, the Company ensured that the terms of the hedging instruments and hedged items matched and other accounting criteria were met so that the hedges were assumed to have no ineffectiveness (i.e., the Company applied the “shortcut” method of hedge accounting). The Company also used interest rate swaps as fair value hedges of the benchmark interest rate risk of host contracts of equity-linked notes that contained embedded derivatives. For these hedging relationships, regression analysis was used for the prospective and retrospective assessments of hedge effectiveness.

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


		12

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Fair Value Hedges—Credit Risk.

The Company has designated a portion of the credit derivative embedded in a non-recourse structured note liability as a fair value hedge of the credit risk arising from a loan receivable to which the structured note liability is specifically linked. Regression analysis is used to perform prospective and retrospective assessments of hedge effectiveness for this hedge relationship. The changes in the fair value of the derivative and the changes in the fair value of the hedged item provide offset of one another and, together with any resulting ineffectiveness, are recorded in Principal transactions–trading revenues.

Cash Flow Hedges.

Before the sale of the aircraft leasing business (see Note 15), the Company applied hedge accounting to interest rate swaps used to hedge variable rate long-term borrowings associated with this business. Changes in the fair value of the swaps were recorded in Accumulated other comprehensive income (loss) in Shareholders’ equity, net of tax effects, and then reclassified to Interest expense as interest on the hedged borrowings was recognized.

In connection with the sale of the aircraft leasing business, the Company de-designated the interest rate swaps associated with this business effective August 31, 2005 and no longer accounts for them as cash flow hedges. Amounts in Accumulated other comprehensive income (loss) related to those interest rate swaps continue to be reclassified to Interest expense since the related borrowings remain outstanding.

Net Investment Hedges.

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

Securitization Activities. The Company engages in securitization activities related to commercial and residential mortgage loans, corporate bonds and loans, U.S. agency collateralized mortgage obligations, credit card loans and other types of financial assets (see Notes 3 and 4). The Company may retain interests in the securitized financial assets as one or more tranches of the securitization, undivided seller’s interests, accrued interest receivable subordinate to investors’ interests (see Note 4), cash collateral accounts, rights to any excess cash flows remaining after payments to investors in the securitization trusts of their contractual rate of return and reimbursement of credit losses, and other retained interests. The exposure to credit losses from securitized loans is limited to the Company’s retained contingent risk, which represents the Company’s retained interest in securitized loans, including any credit enhancement provided. The gain or loss on the sale of financial assets depends, in part, on the previous carrying amount of the assets involved in the transfer, and each subsequent transfer in revolving structures, allocated between the assets sold and the retained interests based upon their respective fair values at the date of sale. To determine fair values, observable market prices are used if available. However, observable market prices are generally not available for retained interests so the Company estimates fair value based on the present value of expected future cash flows using its best estimates of the key assumptions, including forecasted credit losses, payment rates, forward yield curves and discount rates commensurate with the risks involved. The present value of future net excess cash flows that the Company estimates it will receive over the term of the securitized loans is recognized in income as the loans are


		13

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

securitized. An asset also is recorded and charged to income over the term of the securitized loans, with actual net excess cash flows continuing to be recognized in income as they are earned.

In connection with the adoption of SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140” (“SFAS No. 156”) on December 1, 2006, the Company has elected to fair value mortgage servicing rights (see Note 3).

Securities Available for Sale. In the second quarter of fiscal 2007, the Company purchased certain debt securities that have been classified as “securities available for sale”. Securities available for sale are reported at fair value within Other Investments in the condensed consolidated statement of financial condition with unrealized gains and losses reported in Other Comprehensive Income (net of tax). Realized gains and losses on securities available for sale are reported in earnings (see Note 19).

Stock-Based Compensation. The Company early adopted SFAS No. 123R, “Share-Based Payment,” using the modified prospective approach as of December 1, 2004. SFAS No. 123R revised the fair value-based method of accounting for share-based payment liabilities, forfeitures and modifications of stock-based awards and clarified guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to service periods.

For stock-based awards issued prior to the adoption of SFAS No. 123R, the Company’s accounting policy for awards granted to retirement-eligible employees was to recognize compensation cost over the service period specified in the award terms. The Company accelerates any unrecognized compensation cost for such awards if and when a retirement-eligible employee leaves the Company.

For fiscal 2005 year-end stock-based compensation awards that were granted to retirement-eligible employees in December 2005, the Company recognized the compensation cost for such awards at the date of grant instead of over the service period specified in the award terms. As a result, the Company recorded non-cash incremental compensation expenses of approximately $395 million in the first quarter of fiscal 2006 for stock-based awards granted to retirement-eligible employees as part of the fiscal 2005 year-end award process and for awards granted to retirement-eligible employees, including new hires, in the first quarter of fiscal 2006. These incremental expenses were included within Compensation and benefits expense and reduced income before taxes within the Institutional Securities ($270 million), Global Wealth Management Group ($80 million), Asset Management ($28 million) and Discover ($17 million) business segments.

Consolidated Statements of Cash Flows. For purposes of these statements, cash and cash equivalents consist of cash and highly liquid investments not held for resale with maturities, when purchased, of three months or less. In connection with business acquisitions, the Company assumed liabilities of $7,679 million and $30 million in the six months ended May 31, 2007 and May 31, 2006, respectively.


		14

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

2.	Goodwill and Net Intangible Assets.

During the first quarter of fiscal 2007, the Company completed the annual goodwill impairment test (as of December 1 in each fiscal year). The Company’s testing did not indicate any goodwill impairment.

Changes in the carrying amount of the Company’s goodwill and intangible assets for the six month period ended May 31, 2007 were as follows:


	Institutional Securities			Global Wealth Management Group			Asset Management		Discover		Total
	(dollars in millions)
*Goodwill:*
Balance as of November 30, 2006	$	701		$	589		$	968	$	534	$	2,792
Translation adjustments		—			7			—		2		9
Goodwill acquired during the period and other(1)		348			3			88		—		439
Goodwill disposed during the period(2)		(8	)		(255	)		—		—		(263	)

Balance as of May 31, 2007	$	1,041		$	344		$	1,056	$	536	$	2,977


	Institutional Securities			Global Wealth Management Group		Asset Management			Discover			Total
	(dollars in millions)
*Intangible assets(3):*
Balance as of November 30, 2006	$	447		$	—	$	3		$	201		$	651
Intangible assets acquired during the period and other(1)		356			—		224			5			585
Intangible assets disposed during the period		(39	)		—		—			—			(39	)
Amortization expense		(30	)		—		(6	)		(6	)		(42	)

Balance as of May 31, 2007	$	734		$	—	$	221		$	200		$	1,155

(1)

Institutional Securities activity primarily represents goodwill and intangible assets acquired in connection with the Company’s acquisitions of Saxon Capital, Inc. and CityMortgage Bank. Asset Management activity represents goodwill and intangible assets acquired in connection with the Company’s acquisitions of FrontPoint Partners and Brookville Capital Management (see Note 16).

(2)	Activity primarily represents goodwill disposed in connection with the Company’s sale of Quilter (see Note 15).

(3)	Effective December 1, 2006, mortgage servicing rights have been included in net intangible assets. Amounts as of November 30, 2006 have been reclassified to conform with the current presentation. See Note 3 for further information on the Company’s mortgage servicing rights.

3.	Collateralized and Securitization Transactions.

Securities purchased under agreements to resell (“reverse repurchase agreements”) and Securities sold under agreements to repurchase (“repurchase agreements”), principally government and agency securities, are carried at the amounts at which the securities subsequently will be resold or reacquired as specified in the respective agreements; such amounts include accrued interest. Reverse repurchase agreements and repurchase agreements are presented on a net-by-counterparty basis, when appropriate. The Company’s policy is to take possession of securities purchased under agreements to resell. Securities borrowed and Securities loaned are carried at the amounts of cash collateral advanced and received in connection with the transactions. Other secured financings include the liabilities related to transfers of financial assets that are accounted for as financings rather than sales, consolidated variable interest entities where the Company is deemed to be the primary beneficiary and certain


		15

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

equity-referenced securities and loans where in all instances these liabilities are payable solely from the cash flows of the related assets accounted for as Financial instruments owned.

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


	At May 31, 2007		At November 30, 2006
	(dollars in millions)
Financial instruments owned:
U.S. government and agency securities	$	9,863	$	12,111
Other sovereign government obligations		1,126		893
Corporate and other debt		61,399		44,237
Corporate equities		1,928		6,662

Total	$	74,316	$	63,903

The Company enters into reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions to, among other things, acquire securities to cover short positions and settle other securities obligations, to accommodate customers’ needs and to finance the Company’s inventory positions. The Company also engages in securities financing transactions for customers through margin lending. Under these agreements and transactions, the Company either receives or provides collateral, including U.S. government and agency securities, other sovereign government obligations, corporate and other debt, and corporate equities. The Company receives collateral in the form of securities in connection with reverse repurchase agreements, securities borrowed and derivative transactions, and customer margin loans. In many cases, the Company is permitted to sell or repledge these securities held as collateral and use the securities to secure repurchase agreements, to enter into securities lending and derivative transactions or for delivery to counterparties to cover short positions. At May 31, 2007 and November 30, 2006, the fair value of securities received as collateral where the Company is permitted to sell or repledge the securities was $1,022 billion and $942 billion, respectively, and the fair value of the portion that has been sold or repledged was $837 billion and $780 billion, respectively.

The Company additionally receives securities as collateral in connection with certain securities for securities transactions in which the Company is the lender. In instances where the Company is permitted to sell or repledge these securities, the Company reports the fair value of the collateral received and the related obligation to return the collateral in the condensed consolidated statement of financial condition. At May 31, 2007 and November 30, 2006, $112,236 million and $64,588 million, respectively, were reported as Securities received as collateral and an Obligation to return securities received as collateral in the condensed consolidated statements of financial condition. Collateral received in connection with these transactions that was subsequently repledged was approximately $82 billion and $45 billion at May 31, 2007 and November 30, 2006, respectively.

The Company manages credit exposure arising from reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Company, in the event of a customer default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations. The Company also monitors the fair value of the underlying securities as compared with the related receivable or payable, including accrued interest, and, as necessary, requests additional collateral to ensure such transactions


		16

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

are adequately collateralized. Where deemed appropriate, the Company’s agreements with third parties specify its rights to request additional collateral. Customer receivables generated from margin lending activity are collateralized by customer-owned securities held by the Company. For these transactions, adherence to the Company’s collateral policies significantly limits the Company’s credit exposure in the event of customer default. The Company may request additional margin collateral from customers, if appropriate, and, if necessary, may sell securities that have not been paid for or purchase securities sold, but not delivered from customers.

In connection with its Institutional Securities business, the Company engages in securitization activities related to residential and commercial mortgage loans, U.S. agency collateralized mortgage obligations, corporate bonds and loans, and other types of financial assets. These assets are carried at fair value, and any changes in fair value are recognized in the condensed consolidated statements of income. The Company may act as underwriter of the beneficial interests issued by securitization vehicles. Underwriting net revenues are recognized in connection with these transactions. The Company may retain interests in the securitized financial assets as one or more tranches of the securitization. These retained interests are included in the condensed consolidated statements of financial condition at fair value. Any changes in the fair value of such retained interests are recognized in the condensed consolidated statements of income. Retained interests in securitized financial assets associated with the Institutional Securities business were approximately $5.0 billion at May 31, 2007, the majority of which were related to residential mortgage loan, U.S. agency collateralized mortgage obligation and commercial mortgage loan securitization transactions. Net gains at the time of securitization were not material in the six month period ended May 31, 2007. The assumptions that the Company used to determine the fair value of its retained interests at the time of securitization related to those transactions that occurred during the quarter and six month period ended May 31, 2007 were not materially different from the assumptions included in the table below.

The following table presents information on the Company’s residential mortgage loan, U.S. agency collateralized mortgage obligation and commercial mortgage loan securitization transactions. Key economic assumptions and the sensitivity of the current fair value of the retained interests to immediate 10% and 20% adverse changes in those assumptions at May 31, 2007 were as follows (dollars in millions):


	Residential Mortgage Loans			U.S. Agency Collateralized Mortgage Obligations			Commercial Mortgage Loans
Retained interests (carrying amount/fair value)	$	3,247		$	863		$	727
Weighted average life (in months)		41			74			83
Credit losses (rate per annum)		0.00-5.75	%		—			0.00-11.20	%
Impact on fair value of 10% adverse change	$	(217	)	$	—		$	(5	)
Impact on fair value of 20% adverse change	$	(409	)	$	—		$	(10	)
Weighted average discount rate (rate per annum)		10.44	%		5.69	%		7.22	%
Impact on fair value of 10% adverse change	$	(72	)	$	(22	)	$	(21	)
Impact on fair value of 20% adverse change	$	(139	)	$	(43	)	$	(43	)
Prepayment speed assumption(1)(2)		162-7500PSA			138-385	PSA		—
Impact on fair value of 10% adverse change	$	(188	)	$	(3	)	$	—
Impact on fair value of 20% adverse change	$	(273	)	$	(6	)	$	—

(1)	Amounts for residential mortgage loans exclude positive valuation effects from immediate 10% and 20% changes.

(2)	Commercial mortgage loans typically contain provisions that either prohibit or economically penalize the borrower from prepaying the loan for a specified period of time.

The table above does not include the offsetting benefit of any financial instruments that the Company may utilize to hedge risks inherent in its retained interests. In addition, the sensitivity analysis is hypothetical and should be


		17

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

used with caution. Changes in fair value based on a 10% or 20% variation in an assumption generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interests is calculated independent of changes in any other assumption; in practice, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities. In addition, the sensitivity analysis does not consider any corrective action that the Company may take to mitigate the impact of any adverse changes in the key assumptions.

In connection with its Institutional Securities business, during the six month periods ended May 31, 2007 and 2006, the Company received proceeds from new securitization transactions of $33.7 billion and $31.0 billion, respectively, and cash flows from retained interests in securitization transactions of $3.2 billion and $2.8 billion, respectively.

Mortgage Servicing Rights. In connection with its Institutional Securities business, the Company may retain servicing rights to certain mortgage loans that are sold through its securitization activities. These transactions create an asset referred to as mortgage servicing rights (“MSRs”), which are included within Intangible assets in the condensed consolidated statements of financial condition.

In March 2006, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 156, which requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. The standard permits an entity to subsequently measure each class of servicing assets or servicing liabilities at fair value and report changes in fair value in the statement of income in the period in which the changes occur. The Company adopted SFAS No. 156 on December 1, 2006 and has elected to fair value MSRs held as of the date of adoption. This election did not have a material impact on the Company’s opening balance of Retained earnings as of December 1, 2006. The Company also elected to fair value MSRs acquired after December 1, 2006.


		18

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following table presents information about the Company’s MSRs, which relate to its mortgage loan business activities (dollars in millions):


	Three Months Ended May 31, 2007			Six Months Ended May 31, 2007
	(dollars in millions)
Fair value as of the beginning of the period	$	287		$	93
Additions:
Purchases of servicing assets(1)		81			268
Servicing assets that result from transfers of financial assets		87			137

Total Additions		168			405
Subtractions:
Sales/Disposals		(91	)		(109	)
Changes in fair value(2)		(26	)		(51	)

Fair value as of the end of the period	$	338		$	338

Amount of contractually specified(2):
Servicing fees	$	38		$	76
Late fees		6			12
Ancillary fees		—			1

	$	44		$	89

(1)	Includes MSRs obtained in connection with the Company’s acquisition of Saxon Capital, Inc. (see Note 16).

(2)	These amounts are recorded within Servicing and securitization income in the Company’s condensed consolidated statements of income.


Assumptions Used in Measuring Fair Value:
Weighted average discount rate		16.97%
Weighted average prepayment speed assumption		714 PSA

The Company generally utilizes information provided by third parties in order to determine the fair value of its MSRs. The valuation of MSRs consist of projecting servicing cash flows and discounting such cash flows using an appropriate risk-adjusted discount rate. These valuations require estimation of various assumptions, including future servicing fees, credit losses and other related costs, discount rates and mortgage prepayment speeds. The Company also compares the estimated fair values of the MSRs from the valuations with observable trades of similar instruments or portfolios. Due to subsequent changes in economic and market conditions, the actual rates of prepayments, credit losses and the value of collateral may differ significantly from the Company’s original estimates. Such differences could be material. If actual prepayment rates and credit losses were higher than those assumed, the value of the Company’s MSRs could be adversely affected. The Company may hedge a portion of its MSRs through the use of financial instruments, including certain derivative contracts.


		19

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

4.	Consumer Loans.

Consumer loans were as follows:


	At May 31, 2007		At November 30, 2006(1)
	(dollars in millions)
General purpose credit card and consumer installment	$	22,701	$	23,746
Less:
Allowance for consumer loan losses		784		831

Consumer loans, net	$	21,917	$	22,915

Activity in the allowance for consumer loan losses was as follows:


	Three Months Ended May 31,						Six Months Ended May 31,
	2007			2006			2007			2006
	(dollars in millions)
Balance at beginning of period	$	790		$	785		$	831		$	838
Additions:
Provision for consumer loan losses		204			130			399			285
Purchase of consumer loans(2)		—			9			—			53
Deductions:
Charge-offs		(256	)		(192	)		(539	)		(492	)
Recoveries		47			42			94			89

Net charge-offs		(209	)		(150	)		(445	)		(403	)
Translation adjustments and other		(1	)		2			(1	)		3

Balance at end of period	$	784		$	776		$	784		$	776

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

(2)	Amount relates to the Company’s acquisition of Goldfish and other acquisitions.

Information on net charge-offs of interest and cardmember fees was as follows:


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007		2006
	(dollars in millions)
Interest accrued on general purpose credit card loans subsequently charged off, net of recoveries (recorded as a reduction of Interest revenue)	$	50	$	44	$	104	$	82

Cardmember fees accrued on general purpose credit card loans subsequently charged off, net of recoveries (recorded as a reduction to Merchant, cardmember and other fee revenue)	$	21	$	23	$	44	$	45

At May 31, 2007, the Company had commitments to extend credit for consumer loans of approximately $269 billion. Such commitments arise primarily from agreements with customers for unused lines of credit on certain


		20

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

credit cards, provided there is no violation of conditions established in the related agreement. These commitments, substantially all of which the Company can terminate at any time and which do not necessarily represent future cash requirements, are periodically reviewed based on account usage and customer creditworthiness. As a result of the completion of the Discover Spin-off, the Company will no longer have these commitments.

At May 31, 2007 and November 30, 2006, $504 million and $1,056 million, respectively, of the Company’s consumer loans were classified as held for sale.

The Company received net proceeds from consumer loan sales of $3,722 million and $5,301 million in the quarter and six month period ended May 31, 2007 and $6,613 million in the six month period ended May 31, 2006.

Credit Card Securitization Activities. The Company’s retained interests in credit card asset securitizations include undivided seller’s interests, accrued interest receivable on securitized credit card receivables, cash collateral accounts, rights to any excess cash flows (“Residual Interests”) remaining after payments to investors in the securitization trusts of their contractual rate of return and reimbursement of credit losses, and other retained interests. The undivided seller’s interests less an applicable allowance for loan losses is recorded in Consumer loans. The Company’s undivided seller’s interests rank pari passu with investors’ interests in the securitization trusts, and the remaining retained interests are subordinate to investors’ interests. Accrued interest receivable and certain other subordinated retained interests are recorded in Other assets at amounts that approximate fair value. The Company receives annual servicing fees based on a percentage of the investor principal balance outstanding. The Company does not recognize servicing assets or servicing liabilities for servicing rights as the servicing contracts provide just adequate compensation, as defined in SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS No. 140”), to the Company for performing the servicing. Residual Interests and cash collateral accounts are recorded in Other assets and reflected at fair value with changes in fair value recorded currently in earnings. At May 31, 2007, the Company had $14,855 million of retained interests, including $11,165 million of undivided seller’s interests (included within Consumer loans), in credit card asset securitizations. The retained interests are subject to credit, payment and interest rate risks on the transferred credit card assets. The investors and the securitization trusts have no recourse to the Company’s other assets for failure of cardmembers to pay when due.

During the six month periods ended May 31, 2007 and 2006, the Company completed credit card asset securitizations of $5.3 billion and $6.6 billion, respectively, and recognized net securitization gains of $32 million and $156 million, respectively, as servicing and securitization income in the condensed consolidated statements of income. The amount for the six month period ended May 31, 2006 includes an increase in the fair value of the Company’s retained interests in securitized receivables primarily resulting from a favorable impact on charge-offs following the enactment of federal bankruptcy legislation that became effective in October 2005. Securitized general purpose credit card loans were $28.7 billion and $26.7 billion at May 31, 2007 and November 30, 2006, respectively.


		21

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Key economic assumptions used in measuring the Residual Interests at the date of securitization resulting from credit card asset securitizations completed during the six month periods ended May 31, 2007 and 2006 were as follows:


	Six Months Ended May 31,
	2007		2006
Weighted average life (in months)	4.7 – 5.0		3.7 – 4.7
Payment rate (rate per month)	20.06 – 20.92	%	19.69 – 21.34	%
Credit losses (rate per annum)	4.23 –4.38	%	4.72 – 5.23	%
Discount rate (rate per annum)	11.00	%	11.00	%

Key economic assumptions and the sensitivity of the current fair value of the Residual Interests to immediate 10% and 20% adverse changes in those assumptions were as follows (dollars in millions):


	At May 31, 2007
Residual Interests (carrying amount/fair value)	$	373
Weighted average life (in months)		4.6
Weighted average payment rate (rate per month)		20.06	%
Impact on fair value of 10% adverse change	$	(29	)
Impact on fair value of 20% adverse change	$	(53	)
Weighted average credit losses (rate per annum)		4.23	%
Impact on fair value of 10% adverse change	$	(40	)
Impact on fair value of 20% adverse change	$	(80	)
Weighted average discount rate (rate per annum)		11.00	%
Impact on fair value of 10% adverse change	$	(2	)
Impact on fair value of 20% adverse change	$	(3	)

The sensitivity analysis in the table above is hypothetical and should be used with caution. Changes in fair value based on a 10% or 20% variation in an assumption generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the Residual Interests is calculated independent of changes in any other assumption; in practice, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower payments and increased credit losses), which might magnify or counteract the sensitivities. In addition, the sensitivity analysis does not consider any corrective action that the Company may take to mitigate the impact of any adverse changes in the key assumptions.

The table below summarizes certain cash flows received from the securitization master trusts (dollars in billions):


	Six Months Ended May 31,
	2007		2006
Proceeds from new credit card asset securitizations	$	5.3	$	6.6
Proceeds from collections reinvested in previous credit card asset securitizations	$	31.5	$	29.6
Contractual servicing fees received	$	0.3	$	0.3
Cash flows received from retained interests	$	1.1	$	1.1


		22

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The table below presents quantitative information about delinquencies, net principal credit losses and components of managed general purpose credit card loans, including securitized loans (dollars in millions):


	At May 31, 2007				Six Months Ended May 31, 2007
	Loans Outstanding		Loans Delinquent		Average Loans		Net Principal Credit Losses
Managed general purpose credit card loans	$	51,265	$	1,602	$	51,000	$	1,057
Less: Securitized general purpose credit card loans		28,717

Owned general purpose credit card loans	$	22,548

5.	Long-Term Borrowings and Capital Units.

Long-term Borrowings. Long-term borrowings at May 31, 2007 scheduled to mature within one year aggregated $24,193 million.

During the six month period ended May 31, 2007, the Company issued senior notes with a carrying value at quarter end aggregating $41,123 million, including non-U.S. dollar currency notes aggregating $18,630 million. Maturities in the aggregate of these notes by fiscal year are as follows: 2007, $256 million; 2008, $3,311 million; 2009, $4,275 million; 2010, $6,247 million; 2011, $1,249 million; and thereafter, $25,785 million. In the six month period ended May 31, 2007, $14,160 million of senior notes were repaid.

The weighted average maturity of the Company’s long-term borrowings, based upon stated maturity dates, was approximately 5.6 years at May 31, 2007.

Capital Units. The Company redeemed all $66 million of the outstanding Capital Units on February 28, 2007.

6.	Shareholders’ Equity.

Regulatory Requirements. On April 1, 2007, the Company merged MSDWI into MS&Co. Upon completion of the merger, the surviving entity, MS&Co., became the Company’s principal U.S. broker-dealer. MS&Co. is a registered broker-dealer and registered futures commission merchant and, accordingly, subject to the minimum net capital requirements of the Securities and Exchange Commission (the “SEC”), the New York Stock Exchange, Inc. and the Commodity Futures Trading Commission. MS&Co. has consistently operated in excess of these requirements. MS&Co.’s net capital totaled $5,120 million at May 31, 2007, which exceeded the amount required by $3,300 million. MSIP, a London-based broker-dealer subsidiary, is subject to the capital requirements of the Financial Services Authority, and MSJS, a Tokyo-based broker-dealer subsidiary, is subject to the capital requirements of the Financial Services Agency. MSIP and MSJS consistently operated in excess of their respective regulatory capital requirements.

Under regulatory capital requirements adopted by the Federal Deposit Insurance Corporation (the “FDIC”) and other bank regulatory agencies, FDIC-insured financial institutions must maintain (a) 3% to 5% of Tier 1 capital, as defined, to average assets (“leverage ratio”), (b) 4% of Tier 1 capital, as defined, to risk-weighted assets (“Tier 1 risk-weighted capital ratio”) and (c) 8% of total capital, as defined, to risk-weighted assets (“total risk-weighted capital ratio”). At May 31, 2007, the leverage ratio, Tier 1 risk-weighted capital ratio and total risk-weighted capital ratio of each of the Company’s FDIC-insured financial institutions exceeded these regulatory minimums.


		23

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Certain other U.S. and non-U.S. subsidiaries are subject to various securities, commodities and banking regulations, and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries have consistently operated in excess of their local capital adequacy requirements. Morgan Stanley Derivative Products Inc., the Company’s triple-A rated derivative products subsidiary, maintains certain operating restrictions that have been reviewed by various rating agencies.

The Company is a consolidated supervised entity (“CSE”) as defined by the SEC. As such, the Company is subject to group-wide supervision and examination by the SEC and to minimum capital requirements on a consolidated basis. As of May 31, 2007, the Company was in compliance with the CSE capital requirements.

MS&Co. is required to hold tentative net capital in excess of $1 billion and net capital in excess of $500 million in accordance with the market and credit risk standards of Appendix E of Rule 15c3-1. MS&Co. is also required to notify the SEC in the event that its tentative net capital is less than $5 billion. As of May 31, 2007, MS&Co. had tentative net capital in excess of the minimum and the notification requirements.

Treasury Shares. During the six month period ended May 31, 2007, the Company purchased approximately $2.6 billion of its common stock through open market purchases at an average cost of $79.57 per share. During the six month period ended May 31, 2006, the Company purchased approximately $1.3 billion of its common stock through open market purchases at an average cost of $59.47 per share.


		24

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

7.	Earnings per Common Share.

Basic earnings per share (“EPS”) is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of all dilutive securities. The following table presents the calculation of basic and diluted EPS (in millions, except for per share data):


	Three Months Ended May 31,					Six Months Ended May 31,
	2007			2006		2007			2006
Basic EPS:
Income from continuing operations	$	2,582		$	1,828	$	5,141		$	3,430
Gain/(loss) on discontinued operations		—			13		113			(15	)
Preferred stock dividend requirements		(17	)		—		(34	)		—

Net income applicable to common shareholders	$	2,565		$	1,841	$	5,220		$	3,415

Weighted average common shares outstanding		997			1,013		1,003			1,017

Earnings per basic common share:
Income from continuing operations	$	2.57		$	1.81	$	5.09		$	3.37
Gain/(loss) on discontinued operations		—			0.01		0.12			(0.01	)

Earnings per basic common share	$	2.57		$	1.82	$	5.21		$	3.36

Diluted EPS:
Net income applicable to common shareholders	$	2,565		$	1,841	$	5,220		$	3,415

Weighted average common shares outstanding		997			1,013		1,003			1,017
Effect of dilutive securities:
Stock options and restricted stock units		49			42		49			39

Weighted average common shares outstanding and common stock equivalents		1,046			1,055		1,052			1,056

Earnings per diluted common share:
Income from continuing operations	$	2.45		$	1.74	$	4.86		$	3.25
Gain/(loss) on discontinued operations		—			0.01		0.10			(0.02	)

Earnings per diluted common share	$	2.45		$	1.75	$	4.96		$	3.23

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


	Three Months Ended May 31,		Six Months Ended May 31,
	2007	2006	2007	2006
	(shares in millions)
Number of antidilutive securities (including stock options and restricted stock units) outstanding at end of period	17	40	18	42

Cash dividends declared per common share were $0.27 and $0.54 for the quarter and six month periods ended May 31, 2007 and 2006, respectively.


		25

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

8.	Commitments and Contingencies.

Letters of Credit and Other Financial Guarantees. At May 31, 2007 and November 30, 2006, the Company had approximately $11.9 billion and $5.8 billion, respectively, of letters of credit and other financial guarantees outstanding to satisfy various collateral requirements.

Securities Activities. In connection with certain of its Institutional Securities business activities, the Company provides loans or lending commitments (including bridge financing) to selected clients. The borrowers may be rated investment grade or non-investment grade. These loans and commitments have varying terms, may be senior or subordinated and/or secured or non-secured, are generally contingent upon representations, warranties and contractual conditions applicable to the borrower, and may be syndicated, hedged or traded by the Company.

The aggregate amount of the investment grade and non-investment grade lending commitments are shown below:


	At May 31, 2007		At November 30, 2006
	(dollars in millions)
Investment grade corporate lending commitments	$	45,328	$	37,030
Non-investment grade corporate lending commitments		34,760		19,351

Total	$	80,088	$	56,381

Financial instruments sold, not yet purchased include obligations of the Company to deliver specified financial instruments at contracted prices, thereby creating commitments to purchase the financial instruments in the market at prevailing prices. Consequently, the Company’s ultimate obligation to satisfy the sale of financial instruments sold, not yet purchased may exceed the amounts recognized in the condensed consolidated statements of financial condition.

The Company has commitments to fund other less liquid investments, including, at May 31, 2007, $916 million in connection with investment activities, $1,062 million related to forward purchase contracts involving mortgage loans, $628 million related to mortgage loan originations and $1,162 million related to commercial loan commitments to small businesses and commitments related to securities-based lending activities. As of May 31, 2007, the Company also had commitments of $16,992 million related to secured lending transactions. Additionally, the Company has provided and will continue to provide financing, including margin lending and other extensions of credit, to clients that may subject the Company to increased credit and liquidity risks.

At May 31, 2007, the Company had commitments to enter into reverse repurchase and repurchase agreements of approximately $118 billion and $77 billion, respectively.

Legal. In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the issuers that would otherwise be the primary defendants in such cases are bankrupt or in financial distress.


		26

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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

The Company contests liability and/or the amount of damages as appropriate in each pending matter. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot predict with certainty the loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, and except for the pending matter described in the paragraphs below, the Company believes, based on current knowledge and after consultation with counsel, that the outcome of the pending matters will not have a material adverse effect on the condensed consolidated financial condition of the Company, although the outcome of such matters could be material to the Company’s operating results and cash flows for a particular future period, depending on, among other things, the level of the Company’s revenues or income for such period. Legal reserves have been established in accordance with SFAS No. 5, “Accounting for Contingencies” (“SFAS No. 5”). Once established, reserves are adjusted when there is more information available or when an event occurs requiring a change.

Coleman Litigation. On May 8, 2003, Coleman (Parent) Holdings Inc. (“CPH”) filed a complaint against the Company in the Circuit Court of the Fifteenth Judicial Circuit for Palm Beach County, Florida. The complaint relates to the 1998 merger between The Coleman Company, Inc. (“Coleman”) and Sunbeam, Inc. (“Sunbeam”). The complaint, as amended, alleges that CPH was induced to agree to the transaction with Sunbeam based on certain financial misrepresentations, and it asserts claims against the Company for aiding and abetting fraud, conspiracy and punitive damages. Shortly before trial, which commenced in April 2005, the trial court granted, in part, a motion for entry of a default judgment against the Company and ordered that portions of CPH’s complaint, including those setting forth CPH’s primary allegations against the Company, be read to the jury and deemed established for all purposes in the action. In May 2005, the jury returned a verdict in favor of CPH and awarded CPH $604 million in compensatory damages and $850 million in punitive damages. On June 23, 2005, the trial court issued a final judgment in favor of CPH in the amount of $1,578 million, which includes prejudgment interest and excludes certain payments received by CPH in settlement of related claims against others.

On June 27, 2005, the Company filed a notice of appeal with the District Court of Appeal for the Fourth District of Florida (the “Court of Appeal”) and posted a supersedeas bond, which automatically stayed execution of the judgment pending appeal. Included in cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements in the condensed consolidated statement of financial condition at May 31, 2007 is $1,845 million of money market deposits that have been pledged to obtain the supersedeas bond. The Company filed its initial brief in support of its appeal on December 7, 2005, and, on June 28, 2006, the Court of Appeal heard oral argument. The Company’s appeal sought to reverse the judgment of the trial court on several grounds and asked that the case be remanded for entry of a judgment in favor of the Company or, in the alternative, for a new trial.

On March 21, 2007, the Court of Appeal issued an opinion reversing the trial court’s award for compensatory and punitive damages and remanding the case to the trial court for entry of a judgment for the Company. On June 4, 2007, the Court of Appeal’s March 21, 2007 opinion became final when the Court of Appeal issued an


		27

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

order denying CPH’s motions for rehearing, rehearing en banc and for certification of certain questions for review by the Florida Supreme Court. On June 11, 2007, the trial court issued an order cancelling the supersedeas bond that the Company had posted. On July 2, 2007 CPH filed a petition with the Florida Supreme Court asking that court to review the Court of Appeal’s decision. The Company is maintaining a reserve for the Coleman litigation. The reserve is presently $360 million, which the Company believes to be a reasonable estimate, under SFAS No. 5, of the low end of the range of its probable exposure in the event the Court of Appeal’s March 21, 2007 opinion is reversed or modified as a result of further appellate proceedings and the case remanded for a new trial. If the trial court’s compensatory and/or punitive awards are ultimately upheld on appeal, in whole or in part, the Company may incur an additional expense equal to the difference between the amount affirmed on appeal (and post-judgment interest thereon) and the amount of the reserve. While the Company cannot predict with certainty the amount of such additional expense, such additional expense could have a material adverse effect on the condensed consolidated financial condition of the Company and/or the Company’s or Institutional Securities’ operating results and cash flows for a particular future period, and the upper end of the range could exceed $1.4 billion.

Income Taxes. For information on contingencies associated with income tax examinations, see Note 17.

9.	Derivative Contracts.

In the normal course of business, the Company enters into a variety of derivative contracts related to financial instruments and commodities. The Company uses these instruments for trading and investment purposes, as well as for asset and liability management. These instruments generally represent future commitments to swap interest payment streams, exchange currencies, or purchase or sell commodities and other financial instruments on specific terms at specified future dates. Many of these products have maturities that do not extend beyond one year, although swaps, options and equity warrants typically have longer maturities. For further discussion of these matters, refer to Note 11 to the consolidated financial statements for the fiscal year ended November 30, 2006, included in the Form 8-K.

Future changes in interest rates, foreign currency exchange rates or the fair values of the financial instruments, commodities or indices underlying these contracts ultimately may result in cash settlements exceeding fair value amounts recognized in the condensed consolidated statements of financial condition. The amounts in the following table represent the fair value of exchange traded and OTC options and other contracts (including interest rate, foreign exchange, and other forward contracts and swaps) for derivatives for trading and investment and for asset and liability management, net of offsetting positions in situations where netting is appropriate. The asset amounts are not reported net of non-cash collateral, which the Company obtains with respect to certain of these transactions to reduce its exposure to credit losses.

Credit risk with respect to derivative instruments arises from the failure of a counterparty to perform according to the terms of the contract. The Company’s exposure to credit risk at any point in time is represented by the fair value of the contracts reported as assets. The Company monitors the creditworthiness of counterparties to these transactions on an ongoing basis and requests additional collateral when deemed necessary.


		28

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The Company’s derivatives (both listed and OTC), net of cash collateral, at May 31, 2007 and November 30, 2006 are summarized in the table below, showing the fair value of the related assets and liabilities by product:


	At May 31, 2007				At November 30, 2006
Product Type	Assets		Liabilities		Assets		Liabilities
	(dollars in millions)
Interest rate and currency swaps, interest rate options, credit derivatives and other fixed income securities contracts	$	21,565	$	13,564	$	19,444	$	15,688
Foreign exchange forward contracts and options		5,974		7,420		7,325		7,725
Equity securities contracts (including equity swaps, warrants and options)		17,134		26,772		16,705		23,155
Commodity forwards, options and swaps		11,788		11,163		11,969		10,923

Total	$	56,461	$	58,919	$	55,443	$	57,491

10.

Segment Information.

The Company structures its segments primarily based upon the nature of the financial products and services provided to customers and the Company’s management organization. The Company provides a wide range of financial products and services to its customers in each of its business segments: Institutional Securities, Global Wealth Management Group, Asset Management and Discover. For further discussion of the Company’s business segments, see Note 1. Certain reclassifications have been made to prior-period amounts to conform to the current period’s presentation.

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

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


		29

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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


Three Months Ended May 31, 2007	Institutional Securities			Global Wealth Management Group		Asset Management			Discover			Intersegment Eliminations			Total
	(dollars in millions)
Net revenues excluding net interest	$	7,865		$	1,483	$	1,517		$	667		$	(68	)	$	11,464
Net interest		(472	)		159		(8	)		368			12			59

Net revenues	$	7,393		$	1,642	$	1,509		$	1,035		$	(56	)	$	11,523

Income from continuing operations before losses from unconsolidated investees and income taxes	$	2,965		$	269	$	306		$	333		$	1		$	3,874
Losses from unconsolidated investees		(20	)		—		—			(1	)		—			(21	)
Provision for income taxes		937			104		107			123			—			1,271

Income from continuing operations(2)	$	2,008		$	165	$	199		$	209		$	1		$	2,582


Three Months Ended May 31, 2006	Institutional Securities(1)			Global Wealth Management Group(1)		Asset Management(1)			Discover			Intersegment Eliminations(1)			Total
	(dollars in millions)
Net revenues excluding net interest	$	5,674		$	1,271	$	896		$	803		$	(86	)	$	8,558
Net interest		(369	)		129		2			388			(4	)		146

Net revenues	$	5,305		$	1,400	$	898		$	1,191		$	(90	)	$	8,704

Income from continuing operations before gains (losses) from unconsolidated investees and income taxes	$	1,910		$	161	$	264		$	541		$	(13	)	$	2,863
Gains from unconsolidated investees		23			—		—			—			—			23
Provision for income taxes		703			54		103			203			(5	)		1,058

Income from continuing operations(2)	$	1,230		$	107	$	161		$	338		$	(8	)	$	1,828


		30

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)



Six Months Ended May 31, 2007	Institutional Securities(1)			Global Wealth Management Group(1)		Asset Management(1)			Discover			Intersegment Eliminations(1)			Total
	(dollars in millions)
Net revenues excluding net interest	$	14,195		$	2,858	$	2,888		$	1,299		$	(124	)	$	21,116
Net interest		322			295		(11	)		761			21			1,388

Net revenues	$	14,517		$	3,153	$	2,877		$	2,060		$	(103	)	$	22,504

Income from continuing operations before losses from unconsolidated investees and income taxes	$	5,825		$	498	$	687		$	705		$	6		$	7,721
Losses from unconsolidated investees		(46	)		—		—			(2	)		—			(48	)
Provision for income taxes		1,821			192		256			261			2			2,532

Income from continuing operations(2)	$	3,958		$	306	$	431		$	442		$	4		$	5,141


Six Months Ended May 31, 2006	Institutional Securities(1)			Global Wealth Management Group(1)		Asset Management(1)			Discover			Intersegment Eliminations(1)			Total
	(dollars in millions)
Net revenues excluding net interest	$	10,485		$	2,472	$	1,632		$	1,537		$	(148	)	$	15,978
Net interest		257			217		3			743			9			1,229

Net revenues	$	10,742		$	2,689	$	1,635		$	2,280		$	(139	)	$	17,207

Income from continuing operations before gains (losses) from unconsolidated investees and income taxes	$	3,631		$	185	$	432		$	1,020		$	6		$	5,274
Gains (losses) from unconsolidated investees		4			—		—			(1	)		—			3
Provision for income taxes		1,231			63		170			381			2			1,847

Income from continuing operations(2)	$	2,404		$	122	$	262		$	638		$	4		$	3,430


		31

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)


Net Interest	Institutional Securities			Global Wealth Management Group		Asset Management			Discover		Intersegment Eliminations			Total
	(dollars in millions)
Three Months Ended May 31, 2007
Interest and dividends	$	15,132		$	298	$	29		$	704	$	(97	)	$	16,066
Interest expense		15,604			139		37			336		(109	)		16,007

Net interest	$	(472	)	$	159	$	(8	)	$	368	$	12		$	59

Three Months Ended May 31, 2006
Interest and dividends	$	9,318		$	243	$	10		$	608	$	(68	)	$	10,111
Interest expense		9,687			114		8			220		(64	)		9,965

Net interest	$	(369	)	$	129	$	2		$	388	$	(4	)	$	146

Six Months Ended May 31, 2007
Interest and dividends	$	29,092		$	572	$	43		$	1,384	$	(211	)	$	30,880
Interest expense		28,770			277		54			623		(232	)		29,492

Net interest	$	322		$	295	$	(11	)	$	761	$	21		$	1,388

Six Months Ended May 31, 2006
Interest and dividends	$	19,106		$	446	$	16		$	1,194	$	(107	)	$	20,655
Interest expense		18,849			229		13			451		(116	)		19,426

Net interest	$	257		$	217	$	3		$	743	$	9		$	1,229



Total Assets(1)(3)	Institutional Securities		Global Wealth Management Group		Asset Management		Discover		Total
	(dollars in millions)
At May 31, 2007	$	1,131,931	$	21,683	$	10,712	$	35,667	$	1,199,993

At November 30, 2006	$	1,064,155	$	21,232	$	6,908	$	28,897	$	1,121,192

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

(2)	See Note 15 for a discussion of discontinued operations.

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

11.

Variable Interest Entities.

FASB Interpretation No. 46, as revised (“FIN 46R”), “Consolidation of Variable Interest Entities,” applies to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties (“variable interest entities”). Variable interest entities are required to be consolidated by their primary beneficiaries if they do not effectively disperse risks among parties involved. The primary beneficiary of a VIE is the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both, as a result of holding variable interests. The Company is involved with various entities in the normal course of business that may be deemed to be VIEs and may hold interests therein, including debt securities, interest-only strip investments and derivative instruments that may be considered variable interests. Transactions associated with these entities include asset- and mortgage-backed securitizations and structured financings (including collateralized debt, bond or loan obligations and credit-linked notes). The Company engages in these transactions principally to facilitate client needs and as a means of selling financial assets. The Company consolidates entities in which it is deemed to be the primary beneficiary. For those entities


		32

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

deemed to be qualifying special purpose entities (as defined in SFAS No. 140), which includes the credit card asset securitization master trusts (see Note 4), the Company does not consolidate the entity.

The Company purchases and sells interests in entities that may be deemed to be VIEs in the ordinary course of its business. As a result of these activities, it is possible that such entities may be consolidated and deconsolidated at various points in time. Therefore, the Company’s variable interests described below may not be held by the Company at the end of future quarterly reporting periods.

At May 31, 2007, in connection with its Institutional Securities business, the aggregate size of VIEs, including financial asset-backed securitization, mortgage-backed securitization, collateralized debt obligation, credit-linked note, structured note, municipal bond trust, loan issuing, commodities monetization, equity-linked note, equity fund and exchangeable trust entities, for which the Company was the primary beneficiary of the entities was approximately $51.4 billion, which is the carrying amount of the consolidated assets recorded as Financial instruments owned that are collateral for the entities’ obligations. The nature and purpose of these entities that the Company consolidated were to issue a series of notes to investors that provides the investors a return based on the holdings of the entities. These transactions were executed to facilitate client investment objectives. The structured note, equity-linked note, equity fund, certain credit-linked note, certain collateralized debt obligation, certain mortgage-backed securitization, certain financial asset-backed securitization and municipal bond transactions also were executed as a means of selling financial assets. The Company consolidates those entities where it holds either the entire class or a majority of the class of subordinated notes or entered into a derivative instrument with the VIE, which bears the majority of the expected losses or receives a majority of the expected residual returns of the entities. The Company accounts for the assets held by the entities as Financial instruments owned and the liabilities of the entities as Other secured financings.

At May 31, 2007, also in connection with its Institutional Securities business, the aggregate size of the entities for which the Company holds significant variable interests, which consist of subordinated and other classes of beneficial interests, derivative instruments, limited partnership investments and secondary guarantees, was approximately $39.6 billion. The Company’s variable interests associated with these entities, primarily credit-linked note, structured note, loan and bond issuing, collateralized debt, loan and bond obligation, financial asset-backed securitization, mortgage-backed securitization and tax credit limited liability entities, including investments in affordable housing tax credit funds and underlying synthetic fuel production plants, were approximately $21.7 billion consisting primarily of senior beneficial interests, which represent the Company’s maximum exposure to loss at May 31, 2007. The Company may hedge the risks inherent in its variable interest holdings, thereby reducing its exposure to loss. The Company’s maximum exposure to loss does not include the offsetting benefit of any financial instruments that the Company utilizes to hedge these risks.

12.

Guarantees.

The Company has certain obligations under certain guarantee arrangements, including contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying measure (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or non-occurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. Also included as guarantees are contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity’s failure to perform under an agreement, as well as indirect guarantees of the indebtedness of others. The Company’s use of guarantees is disclosed below by type of guarantee:

Derivative Contracts. Certain derivative contracts meet the accounting definition of a guarantee, including certain written options, contingent forward contracts and credit default swaps. Although the Company’s


		33

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

derivative arrangements do not specifically identify whether the derivative counterparty retains the underlying asset, liability or equity security, the Company has disclosed information regarding all derivative contracts that could meet the accounting definition of a guarantee. The maximum potential payout for certain derivative contracts, such as written interest rate caps and written foreign currency options, cannot be estimated, as increases in interest or foreign exchange rates in the future could possibly be unlimited. Therefore, in order to provide information regarding the maximum potential amount of future payments that the Company could be required to make under certain derivative contracts, the notional amount of the contracts has been disclosed.

The Company records all derivative contracts at fair value. For this reason, the Company does not monitor its risk exposure to such derivative contracts based on derivative notional amounts; rather, the Company manages its risk exposure on a fair value basis. Aggregate market risk limits have been established, and market risk measures are routinely monitored against these limits. The Company also manages its exposure to these derivative contracts through a variety of risk mitigation strategies, including, but not limited to, entering into offsetting economic hedge positions. The Company believes that the notional amounts of the derivative contracts generally overstate its exposure.

Financial Guarantees to Third Parties. In connection with its corporate lending business and other corporate activities, the Company provides standby letters of credit and other financial guarantees to counterparties. Such arrangements represent obligations to make payments to third parties if the counterparty fails to fulfill its obligation under a borrowing arrangement or other contractual obligation.

Market Value Guarantees. Market value guarantees are issued to guarantee return of principal invested to fund investors associated with certain European equity funds and to guarantee timely payment of a specified return to investors in certain affordable housing tax credit funds. The guarantees associated with certain European equity funds are designed to provide for any shortfall between the market value of the underlying fund assets and invested principal and a stipulated return amount. The guarantees provided to investors in certain affordable housing tax credit funds are designed to return an investor’s contribution to a fund and the investor’s share of tax losses and tax credits expected to be generated by a fund.

Liquidity Guarantees. The Company has entered into liquidity facilities with special purpose entities and other counterparties, whereby the Company is required to make certain payments if losses or defaults occur. The Company often may have recourse to the underlying assets held by the special purpose entities in the event payments are required under such liquidity facilities.

The table below summarizes certain information regarding these guarantees at May 31, 2007:


	Maximum Potential Payout/Notional										Carrying Amount		Collateral/ Recourse
	Years to Maturity								Total
Type of Guarantee	Less than 1		1-3		3-5		Over 5		Total
	(dollars in millions)
Notional amount of derivative contracts	$	1,296,379	$	707,774	$	1,469,581	$	1,655,880	$	5,129,614	$	27,591	$	121
Standby letters of credit and other financial guarantees		1,466		585		552		3,993		6,596		34		1,883
Market value guarantees		17		192		—		621		830		43		124
Liquidity facilities		1,368		275		—		98		1,741		—		—


		34

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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

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

General Partner Guarantees. As a general partner in certain private equity and real estate partnerships, the Company receives distributions from the partnerships according to the provisions of the partnership agreements. The Company may, from time to time, be required to return all or a portion of such distributions to the limited partners in the event the limited partners do not achieve a certain return as specified in various partnership agreements, subject to certain limitations. The maximum potential amount of future payments that the Company could be required to make under these provisions at May 31, 2007 and November 30, 2006 was $419 million and $320 million, respectively. As of May 31, 2007 and November 30, 2006, the Company’s accrued liability for distributions that the Company has determined is probable it will be required to refund based on the applicable refund criteria specified in the various partnership agreements was $18 million and $25 million, respectively.

Securitized Asset Guarantees. As part of the Company’s Institutional Securities and Discover securitization activities, the Company provides representations and warranties that certain securitized assets conform to specified guidelines. The Company may be required to repurchase such assets or indemnify the purchaser against losses if the assets do not meet certain conforming guidelines. Due diligence is performed by the Company to ensure that asset guideline qualifications are met, and, to the extent the Company has acquired such assets to be securitized from other parties, the Company seeks to obtain its own representations and warranties regarding the assets. The maximum potential amount of future payments the Company could be required to make would be equal to the current outstanding balances of all assets subject to such securitization activities. Also, in connection with originations of residential mortgage loans under the Company’s FlexSource^® program, the Company may permit borrowers to pledge marketable securities as collateral instead of requiring cash down payments for the purchase of the underlying residential property. Upon sale of the residential mortgage loans, the Company may provide a surety bond that reimburses the purchasers for shortfalls in the borrowers’ securities accounts up to certain limits if the collateral maintained in the securities accounts (along with the associated real estate collateral) is insufficient to cover losses that purchasers experience as a result of defaults by borrowers on the underlying residential mortgage loans. The Company requires the borrowers to meet daily collateral calls to


		35

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

ensure the marketable securities pledged in lieu of a cash down payment are sufficient. At May 31, 2007 and November 30, 2006, the maximum potential amount of future payments the Company may be required to make under its surety bond was $112 million and $121 million, respectively. The Company has not recorded any contingent liability in the condensed consolidated financial statements for these representations and warranties and reimbursement agreements and believes that the probability of any payments under these arrangements is remote.

Merchant Chargeback Guarantees. In connection with its Discover business segment, the Company issues credit cards in the U.S. and U.K. and owns and operates the Discover Network in the U.S. The Company is contingently liable for certain transactions processed on the Discover Network in the event of a dispute between the cardmember and a merchant. The contingent liability arises if the disputed transaction involves a merchant or merchant acquirer with whom the Discover Network has a direct relationship. If a dispute is resolved in the cardmember’s favor, the Discover Network will credit or refund the disputed amount to the Discover Network card issuer, who in turn credits its cardmember’s account. Discover Network will then charge back the transaction to the merchant or merchant acquirer. If the Discover Network is unable to collect the amount from the merchant or merchant acquirer, it will bear the loss for the amount credited or refunded to the cardmember. In most instances, a payment requirement by the Discover Network is unlikely to arise because most products or services are delivered when purchased, and credits are issued by merchants on returned items in a timely fashion. However, where the product or service is not provided until some later date following the purchase, the likelihood of payment by the Discover Network increases. Similarly, the Company is also contingently liable for the resolution of cardmember disputes associated with its general purpose credit cards issued by its U.K. chartered bank on the MasterCard and Visa networks. The maximum potential amount of future payments related to these contingent liabilities is estimated to be the portion of the total Discover Network sales transaction volume processed to date as well as the total U.K. cardmember sales transaction volume occurring within the past six years for which timely and valid disputes may be raised under applicable law, and relevant issuer and cardmember agreements. The Company believes, however, that this amount is not representative of the Company’s actual potential loss exposure based on the Company’s historical experience. The actual amount of the potential exposure cannot be quantified as the Company cannot determine whether the current or cumulative transaction volumes may include or result in disputed transactions.

The table below summarizes certain information regarding merchant chargeback guarantees during the quarters and six month periods ended May 31, 2007 and 2006:


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007		2006
Losses related to merchant chargebacks (dollars in millions)	$	2.0	$	1.4	$	3.9	$	1.9
Aggregate credit card sales volume (dollars in billions)		26.1		24.8		52.2		48.0

The amount of the liability related to the Company’s credit cardmember merchant guarantee was not material at May 31, 2007. The Company mitigates this risk by withholding settlement from merchants or obtaining escrow deposits from certain merchants that are considered higher risk due to various factors such as time delays in the delivery of products or services. The table below provides information regarding the settlement withholdings and escrow deposits:


		36

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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

13.

Investments in Unconsolidated Investees.

The Company invests in unconsolidated investees that own synthetic fuel production plants and in certain structured transactions not integral to the operations of the Company. The Company accounts for these investments under the equity method of accounting.

(Losses) gains from these investments were $(21) million and $(48) million for the quarter and six month period ended May 31, 2007, respectively, compared with $23 million and $3 million for the quarter and six month period ended May 31, 2006, respectively.

Synthetic Fuel Production Plants. The Company’s share of the operating losses generated by these investments is recorded within Losses (gains) from unconsolidated investees, and the tax credits and the tax benefits associated with these operating losses are recorded within the Provision for income taxes.

The table below provides information regarding the losses from unconsolidated investees, tax credits and tax benefits on the losses:


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007		2006
	(dollars in millions)
Losses from unconsolidated investees	$	58	$	103	$	102	$	172
Tax credits		66		—		123		74
Tax benefits on losses		23		40		39		67

Under the current tax law, synthetic fuels tax credits are granted under Section 45K of the Internal Revenue Code. Synthetic fuels tax credits are available in full only when the price of oil is less than a base price specified by the tax code, as adjusted for inflation (“Base Price”). The Base Price for each calendar year is determined by the Secretary of the Treasury by April 1 of the following year. If the annual average price of a barrel of oil in 2007 or future years exceeds the applicable Base Price, the synthetic fuels tax credits generated by the Company’s synthetic fuel facilities will be phased out, on a ratable basis, over the phase-out range. Based on fiscal year to date and futures prices at May 31, 2007, the Company estimates that there will be a partial phase-out of tax credits earned in fiscal 2007. The impact of this partial phase-out is included within Losses from unconsolidated investees and the Provision for income taxes for the quarter and six months ended May 31, 2007.


		37

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The Company has entered into derivative contracts designed to reduce its exposure to rising oil prices and the potential phase-out of the synthetic fuels tax credits. Changes in fair value relative to these derivative contracts are included within Principal transactions—trading revenues.

Structured Transactions. Gains from unconsolidated investees associated with investments in certain structured investments were $37 million and $54 million for the quarter and six month period ended May 31, 2007, respectively, compared with $126 million and $175 million for the quarter and six month period ended May 31, 2006, respectively.

14.

Employee Benefit Plans.

The Company maintains various pension and benefit plans for eligible employees.

The components of the Company’s net periodic benefit expense for its pension and postretirement plans were as follows:


	Three Months Ended May 31,						Six Months Ended May 31,
	2007			2006			2007			2006
	(dollars in millions)
Service cost, benefits earned during the period	$	34		$	35		$	68		$	70
Interest cost on projected benefit obligation		38			37			76			74
Expected return on plan assets		(35	)		(34	)		(71	)		(68	)
Net amortization and other		7			12			16			24

Net periodic benefit expense	$	44		$	50		$	89		$	100

15.

Discontinued Operations.

Quilter. On February 28, 2007, the Company sold Quilter, its standalone U.K. mass affluent business. The results of Quilter are included within discontinued operations for all periods presented. The results for discontinued operations in the quarter ended February 28, 2007 also included a pre-tax gain of $168 million ($109 million after-tax) on disposition.

Aircraft Leasing. On March 24, 2006, the Company sold its aircraft leasing business to Terra Firma, a European private equity group. The results for discontinued operations in the quarter ended February 28, 2006 included a loss of $125 million ($75 million after-tax) related to the impact of the finalization of the sales proceeds and balance sheet adjustments related to the closing.


		38

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Summarized financial information for the Company’s discontinued operations:

The table below provides information regarding amounts included within discontinued operations (dollars in millions):


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007		2006
Pre-tax gain/(loss) on discontinued operations
Quilter	$	—	$	7	$	174	$	16
Aircraft leasing		—		14		—		(42	)

	$	—	$	21	$	174	$	(26	)

16.

Business and Other Acquisitions.

JM Financial. On February 22, 2007, the Company announced that it would dissolve its India joint venture with JM Financial. The Company has reached an agreement in principle to purchase the joint venture’s institutional equities sales, trading and research platform by acquiring JM Financial’s 49% interest and selling the Company’s 49% interest in the joint venture’s investment banking, fixed income and retail operation to JM Financial.

CityMortgage Bank. On December 21, 2006, the Company acquired CityMortgage Bank (“CityMortgage”), a Moscow-based mortgage bank that specializes in originating, servicing and securitizing residential mortgage loans in the Russian Federation. Since the acquisition date, the results of CityMortgage have been included within the Institutional Securities business segment.

Olco Petroleum Group Inc. On December 15, 2006, the Company acquired a 60% equity stake in Olco Petroleum Group Inc. (“Olco”), a petroleum products marketer and distributor based in eastern Canada. Since the acquisition date, the results of Olco have been included within the Institutional Securities business segment.

Saxon Capital, Inc. On December 4, 2006, the Company acquired Saxon Capital, Inc. (“Saxon”), a servicer and originator of residential mortgages. Since the acquisition date, the results of Saxon have been included within the Institutional Securities business segment.

FrontPoint Partners. On December 4, 2006, the Company acquired FrontPoint Partners (“FrontPoint”), a provider of absolute return investment strategies. Since the acquisition date, the results of FrontPoint have been included within the Asset Management business segment.

The proforma impact of each of the above business acquisitions individually and in the aggregate was not material to the condensed consolidated financial statements. In addition, the allocations of the purchase prices are preliminary and subject to further adjustment as the valuations of certain intangible assets are still in process.

17.

Income Tax Examinations.

The Company is under continuous examination by the Internal Revenue Service (the “IRS”) and other tax authorities in certain countries, such as Japan and the U.K., and states in which the Company has significant


		39

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

business operations, such as New York. The tax years under examination vary by jurisdiction; for example, the current IRS examination covers 1999-2005. The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions resulting from these and subsequent years’ examinations. The Company has established tax reserves that the Company believes are adequate in relation to the potential for additional assessments. Once established, the Company adjusts tax reserves only when more information is available or when an event occurs necessitating a change to the reserves. The Company believes that the resolution of tax matters will not have a material effect on the condensed consolidated financial condition of the Company, although a resolution could have a material impact on the Company’s condensed consolidated statement of income for a particular future period and on the Company’s effective income tax rate for any period in which such resolution occurs.

18.

Fair Value Disclosures.

Effective December 1, 2006 the Company early adopted SFAS No. 157 and SFAS No. 159, which require disclosures about the Company’s assets and liabilities that are measured at fair value. Further information about such assets and liabilities is presented below.

Fair Value Measurements. In September 2006, the FASB issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. In addition, SFAS No. 157 disallows the use of block discounts for large holdings of unrestricted financial instruments where quoted prices are readily and regularly available in an active market, and nullifies select guidance provided by EITF Issue No. 02-3, which prohibited the recognition of trading gains or losses at the inception of a derivative contract, unless the fair value of such derivative is obtained from a quoted market price, or other valuation technique that incorporates observable market data. SFAS No. 157 also requires the Company to consider its own credit spreads when measuring the fair value of liabilities, including derivatives. Effective December 1, 2006, the Company elected early adoption of SFAS No. 157. In accordance with the provisions of SFAS No. 157 related to block discounts and EITF Issue No. 02-3, the Company recorded a cumulative effect adjustment of approximately $80 million after-tax as an increase to the opening balance of Retained earnings as of December 1, 2006, which was primarily associated with EITF Issue No. 02-3. The impact of considering the Company’s own credit spreads when measuring the fair value of liabilities, including derivatives, did not have a material impact on fair value measurements at the date of adoption.

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with SFAS No. 157. The levels of the fair value hierarchy are described below:

•

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded equity securities, listed derivatives, most U.S. Government and agency securities, and certain other sovereign government obligations.

•

Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Financial assets and liabilities utilizing Level 2 inputs include restricted stock, infrequently-traded corporate and municipal bonds, most over-the-counter derivatives and certain mortgage loans.

•

Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Financial assets and liabilities utilizing Level 3 inputs


		40

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

include real estate funds, private equity investments, certain commercial mortgage whole loans and complex derivatives, including certain foreign exchange options and long dated options on gas and power.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of May 31, 2007, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.


		41

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of May 31, 2007


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Counterparty and Cash Collateral Netting			Balance as of May 31, 2007
	(dollars in millions)
Assets
Cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements	$	19,996	$	—	$	—	$	—		$	19,996
Financial instruments owned:
U.S. government and agency securities		14,507		20,628		63		—			35,198
Other sovereign government obligations		22,510		6,230		24		—			28,764
Corporate and other debt		674		131,813		35,264		—			167,751
Corporate equities		96,544		1,680		1,504		—			99,728
Derivative contracts		5,297		382,745		17,364		(348,945	)		56,461
Investments		347		619		9,084		—			10,050
Physical commodities		—		3,165		—		—			3,165

Total financial instruments owned		139,879		546,880		63,303		(348,945	)		401,117
Other investments(1)		—		7,975		—		—			7,975
Net intangible assets(2)		—		338		—		—			338
Other assets		—		—		2,446		—			2,446
Liabilities
Commercial paper and other short-term borrowings	$	—	$	2,684	$	—	$	—		$	2,684
Deposits		—		5,304		—		—			5,304
Financial instruments sold, not yet purchased:
U.S. government and agency securities		17,296		789		—		—			18,085
Other sovereign government obligations		17,079		6,507		—		—			23,586
Corporate and other debt		58		6,174		89		—			6,321
Corporate equities		58,406		22		63		—			58,491
Derivative contracts		8,272		379,064		15,446		(343,863	)		58,919
Physical commodities		—		1,147		—		—			1,147

Total financial instruments sold, not yet purchased		101,111		393,703		15,598		(343,863	)		166,549

Other secured financings		—		35,108		8,348		—			43,456
Long-term borrowings		—		20,097		446		—			20,543

(1)	Amount represents securities available for sale (see Note 19).

(2)	Amount represents MSRs accounted for at fair value (see Note 3).


		42

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following table presents additional information about assets and liabilities measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Six Months ended May 31, 2007


	Beginning Balance		Total Realized and Unrealized Gains or (Losses) included in Income							Total Realized and Unrealized Gains or (Losses)			Purchases, Sales, Other Settlements and Issuances, net			Net Transfers In and/or Out of Level 3			Ending Balance
	Beginning Balance		Principal Transactions: Trading			Principal Transactions: Investments		Other Revenues		Total Realized and Unrealized Gains or (Losses)			Purchases, Sales, Other Settlements and Issuances, net			Net Transfers In and/or Out of Level 3			Ending Balance
	(dollars in millions)
Assets
Financial instruments owned:
U.S. government and agency securities	$	2	$	(10	)	$	—	$	—	$	(10	)	$	79		$	(8	)	$	63
Other sovereign government obligations		162		10			—		—		10			654			(802	)		24
Corporate and other debt(1)		33,941		(1,217	)		—		—		(1,217	)		2,546			(6	)		35,264
Corporate equities		1,040		125			—		—		125			358			(19	)		1,504
Net derivative contracts(1)(2)		30		1,808			—		—		1,808			(219	)		299			1,918
Investments(3)		4,429		—			1,179		11		1,190			3,585			(120	)		9,084
Other assets		2,154		—			—		32		32			260			—			2,446
Liabilities
Financial instruments sold, not yet purchased:
Corporate and other debt		185		(103	)		—		—		(103	)		(386	)		187			89
Corporate equities		9		(10	)		—		—		(10	)		39			5			63
Other secured financings		4,724		—			—		—		—			3,624			—			8,348
Long-term borrowings		464		(104	)		—		—		(104	)		(122	)		—			446

(1)

The net gains from Net derivative contracts and net losses from Corporate and other debt resulted from market movements primarily associated with credit products and various credit linked instruments, respectively. Such results are only a component of the overall trading strategies of the credit products business, and do not take into consideration any related financial instruments that have been classified by the Company within the Level 1 and/or Level 2 categories.

(2)	Amounts represent Financial instruments owned—derivative contracts net of Financial instruments sold, not yet purchased—derivative contracts.

(3)	The net gains from Financial instruments owned—investments were primarily related to investments associated with the Company’s real estate products and private equity portfolio.


		43

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following table presents total realized and unrealized gains (losses) included in income for the quarter ended May 31, 2007 for Level 3 assets and liabilities measured at fair value on a recurring basis:


	Total Realized and Unrealized Gains or (Losses) included in Income
	Principal Transactions: Trading			Principal Transactions: Investments		Other Revenues
	(dollars in millions)
Assets
Financial instruments owned:
U.S. government and agency securities	$	(4	)	$	—	$	—
Other sovereign government obligations		(25	)		—		—
Corporate and other debt		(1,212	)		—		—
Corporate equities		88			—		—
Net derivative contracts(1)		1,261			—		—
Investments		—			608		2
Other assets		—			—		36
Liabilities
Financial instruments sold, not yet purchased:
Corporate and other debt		(95	)		—		—
Corporate equities		(10	)		—		—
Long-term borrowings		(51	)		—		—

(1)	Amounts represent Financial instruments owned—derivative contracts net of Financial instruments sold, not yet purchased—derivative contracts.


		44

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following table presents the amounts of unrealized gains or (losses) for the three and six months ended May 31, 2007 relating to those assets and liabilities for which the Company utilized significant Level 3 inputs to determine fair value and that were still held by the Company at May 31, 2007:

Unrealized Gains (Losses) for Level 3 Assets and Liabilities Still Held at May 31, 2007


	Three Months Ended May 31, 2007							Six Months Ended May 31, 2007
	Principal Transactions: Trading			Principal Transactions: Investments		Other Revenues		Principal Transactions: Trading			Principal Transactions: Investments		Other Revenues
	(dollars in millions)
Assets
Financial instruments owned:
U.S. government and agency securities	$	—		$	—	$	—	$	(6	)	$	—	$	—
Other sovereign government obligations		(19	)		—		—		7			—		—
Corporate and other debt		(152	)		—		—		(216	)		—		—
Corporate equities		181			—		—		333			—		—
Investments		—			563		2		—			1,117		11
Net derivative contracts		1,513			—		—		2,568			—		—
Other assets		—			—		36		—			—		32
Liabilities
Financial instruments sold, not yet purchased:
Corporate and other debt	$	(3	)	$	—	$	—	$	—		$	—	$	—
Other sovereign government obligations		—			—		—		20			—		—
Corporate equities		(15	)		—		—		(6	)		—		—
Long-term borrowings		(50	)		—		—		(98	)		—		—

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

The Company also employs various hedging techniques in order to manage risks associated with certain positions, including those that have been classified within the Level 3 category. Such techniques may include the purchase or sale of financial instruments that are classified within the Level 1 and/or Level 2 categories. As a result, the realized and unrealized gains and losses for assets and liabilities within the Level 3 category presented in the tables above do not reflect the related realized or unrealized gains and losses on hedging instruments that have been classified by the Company within the Level 1 and/or Level 2 categories.

At May 31, 2007, the Company also had assets and liabilities measured at fair value on a non-recurring basis. During the quarter and six months ended May 31, 2007, the only fair value measurements for assets and liabilities measured at fair value on a non-recurring basis were associated with certain assets and liabilities of


		45

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

acquired businesses, including goodwill and intangible assets. Such measurements were determined utilizing Level 3 inputs. See Notes 2 and 16 for further information.

Fair Value Option. In February 2007, the FASB issued SFAS No. 159, which provides a fair value option election that allows companies to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities, with changes in fair value recognized in earnings as they occur. SFAS No. 159 permits the fair value option election on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. Effective December 1, 2006, the Company elected early adoption of SFAS No. 159. As a result of the adoption of SFAS No. 159, the Company recorded a cumulative effect adjustment of approximately $166 million ($102 million after-tax) as an increase to the opening balance of Retained earnings as of December 1, 2006.

The following table presents information about the eligible instruments for which the Company elected the fair value option and for which a transition adjustment was recorded as of December 1, 2006:


	Carrying Value of Instrument at December 1, 2006		Transition Adjustment to Retained Earnings Gain/(Loss)			Carrying Value of Instrument at December 1, 2006 (After Adoption of SFAS No. 159)
	(dollars in millions)
Financial instruments owned:
Corporate lending(1)	$	8,587	$	16		$	8,603
Mortgage lending(2)		1,258		7			1,265
Investments(3)		1,305		13			1,318
Commercial paper and other short-term borrowings(4)		946		(1	)		947
Deposits(5)		3,143		1			3,142
Long-term borrowings(4)		14,354		130			14,224

Pretax cumulative effect of adoption of the fair value option				166
Deferred taxes				64

Cumulative effect of adoption of the fair value option			$	102

The transition adjustments were primarily related to the following:

(1)	Loans and loan commitments made in connection with Institutional Securities’ corporate lending activities. The fair value option was elected for these positions as they are risk-managed on a fair value basis.

(2)	Certain mortgage lending products which are risk-managed by the Institutional Securities business segment on a fair value basis. The Company did not elect the fair value option for other eligible instruments within Consumer loans that are managed by the Discover business segment.

(3)	Certain investments that had been previously accounted for under the equity method, as well as certain interests in clearinghouses. The fair value option was elected only for positions that are risk-managed on a fair value basis.

(4)

Structured notes and other hybrid long-term debt instruments. The fair value option was elected for these positions as they are risk-managed on a fair value basis. The fair value option was elected for all such instruments issued after December 1, 2006, and a portion of the portfolio of instruments outstanding as of December 1, 2006. The fair value option was not elected for the remaining portion of the portfolio that existed as of December 1, 2006 due to cost-benefit considerations, including the operational effort involved.

(5)

Brokered and callable certificates of deposit issued by certain of the Company’s bank subsidiaries. The fair value option was elected for these positions as they are risk-managed on a fair value basis. The Company did not elect the fair value option for other eligible instruments within Deposits that are managed by the Discover business segment.


		46

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following table presents gains and (losses) due to changes in fair value for items measured at fair value pursuant to election of the fair value option for the three and six months ended May 31, 2007:


Three months ended May 31, 2007	Financial instruments owned		Commercial paper and other short-term borrowings			Deposits			Long-term borrowings
	(dollars in millions)
Principal transactions—trading	$	79	$	(95	)	$	(3	)	$	(160	)
Principal transactions—investments		45		—			—			—
Net interest revenue		32		(5	)		—			(129	)

Gain (losses) included in the three months ended May 31, 2007(1)	$	156	$	(100	)	$	(3	)	$	(289	)


Six months ended May 31, 2007	Financial instruments owned		Commercial paper and other short-term borrowings			Deposits		Long-term borrowings
	(dollars in millions)
Principal transactions—trading	$	94	$	(100	)	$	1	$	(24	)
Principal transactions—investments		173		—			—		—
Net interest revenue		51		(5	)		—		(178	)

Gain (losses) included in the six months ended May 31, 2007(1)	$	318	$	(105	)	$	1	$	(202	)

(1)

In addition to these amounts, as discussed in Note 2, the majority of the instruments within Financial instruments owned and Financial instruments sold, not yet purchased, are measured at fair value, either through the election of SFAS No. 159 or as required by other accounting pronouncements. Changes in the fair value of these instruments are recorded in Principal transactions—trading revenues.

Interest income and expense and dividend income are recorded within the condensed consolidated statements of income depending on the nature of the instrument and related market conventions. When interest and dividends are included as a component of the change in the instruments’ fair value, interest and dividends are included within Principal transactions—trading revenues. Otherwise, they are included within Interest and dividend income or Interest expense.

As of May 31, 2007, the aggregate contractual principal amount of loans and long-term receivables for which the fair value option was elected exceeded the fair value of such loans and long-term receivables by approximately $20,968 million. The aggregate fair value of loans that were 90 or more days past due as of May 31, 2007 was $3,227 million. The aggregate contractual principal amount of such loans exceeded their fair value by approximately $20,699 million.

For the quarter and six months ended May 31, 2007, the estimated changes in the fair value of liabilities for which the fair value option was elected that were attributable to changes in instrument-specific credit spreads were not material. As of May 31, 2007, the aggregate contractual principal amount of long-term debt instruments for which the fair value option was elected exceeded the fair value of such instruments by approximately $981 million.

For the quarter and six months ended May 31, 2007, changes in the fair value of loans and other receivables for which the fair value option was elected that were attributable to changes in instrument-specific credit spreads were estimated to be an immaterial unrealized loss.

Hybrid Financial Instruments. In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”), which amends SFAS No. 133 and SFAS No. 140. SFAS No. 155 permits hybrid financial instruments that contain an embedded derivative that would otherwise require


		47

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

bifurcation to irrevocably be accounted for at fair value, with changes in fair value recognized in the statement of income. The fair value election may be applied on an instrument-by-instrument basis. SFAS No. 155 also eliminates a restriction on the passive derivative instruments that a qualifying special purpose entity may hold. The Company adopted SFAS No. 155 on December 1, 2006. Since SFAS No. 159 incorporates accounting and disclosure requirements that are similar to SFAS No. 155, the Company decided to apply SFAS No. 159, rather than SFAS No. 155, to its fair value elections for hybrid financial instruments.

19.

Other Investments.

The following table presents the composition of Other investments:


	At May 31, 2007		At November 30, 2006
	(dollars in millions)
Securities available for sale	$	7,975	$	—
Other		5,327		3,232

Total	$	13,302	$	3,232

Securities Available for Sale

In the second quarter of fiscal 2007, the Company purchased certain debt securities that have been classified as “securities available for sale” in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. The following table presents information about the Company’s securities available for sale:


	At May 31, 2007
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(dollars in millions)
Securities available for sale:
Corporate and other debt	$	75	$	—	$	—		$	75
Mortgage-backed securities		7,900		1		(1	)		7,900

Total	$	7,975	$	1	$	(1	)	$	7,975

Corporate and other debt securities have contractual maturities of greater than 10 years. The average yield on the corporate and other debt securities and mortgage-backed securities is 5.52% and 5.47%, respectively.

At May 31, 2007, mortgage-backed securities with a fair value of $2,519 million have been in an unrealized loss position for less than 12 months.

Other.

Other investments primarily include investments in unconsolidated investees that are accounted for under the equity method of accounting (see Note 13).

20.

Other Accounting Developments.

In June 2005, the FASB ratified the consensus reached in EITF Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF Issue No. 04-5”). Under the provisions of EITF Issue No. 04-5, a general partner in a limited partnership is presumed to control that limited partnership and, therefore, should include the limited partnership in its consolidated financial statements, regardless of the amount or extent of the general partner’s interest unless a simple majority of the limited partners can vote to dissolve or liquidate the partnership or otherwise remove the general partner without having to show cause or the limited partners have substantive


		48

MORGAN STANLEY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

participating rights that can overcome the presumption of control by the general partner. EITF Issue No. 04-5 was effective immediately for all newly formed limited partnerships and existing limited partnerships for which the partnership agreements have been modified. For all other existing limited partnerships for which the partnership agreements have not been modified, the Company adopted EITF Issue No. 04-5 on December 1, 2006. The adoption of EITF Issue No. 04-5 on December 1, 2006 did not have a material impact on the Company’s condensed consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in an income tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for the Company as of December 1, 2007. The Company is currently evaluating the potential impact of adopting FIN 48.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”). Among other items, SFAS No. 158 requires recognition of the overfunded or underfunded status of an entity’s defined benefit and postretirement plans as an asset or liability in the financial statements and requires the measurement of defined benefit and postretirement plan assets and obligations as of the end of the employer’s fiscal year. SFAS No. 158’s requirement to recognize the funded status in the financial statements is effective for fiscal years ending after December 15, 2006, and its requirement to use the fiscal year-end date as the measurement date is effective for fiscal years ending after December 15, 2008. The Company is currently assessing the impact that SFAS No. 158 will have on its condensed consolidated financial statements.

In June 2007, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) 07–1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA “Audit and Accounting Guide Investment Companies” (the “Guide”). SOP 07-1 addresses whether the specialized industry accounting principles of the Guide should be retained by a parent company in consolidation. In addition, SOP 07-1 includes certain disclosure requirements for parent companies and equity method investors in investment companies that retain investment company accounting in the parent company’s consolidated financial statements or the financial statements of an equity method investor. SOP 07-1 is effective for the Company as of December 1, 2008. In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 46R-7, “Application of FIN 46R to Investment Companies,” which amends FIN 46R to make permanent the temporary deferral of the application of FIN 46R to entities within the scope of the revised audit guide under SOP 07-1. FSP FIN No. 46R-7 is effective upon adoption of SOP 07-1. The Company is currently evaluating the potential impact of adopting SOP 07-1 and FSP FIN 46R-7.

In June 2007, the EITF reached consensus on Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF Issue No. 06-11 requires that the tax benefit related to dividend equivalents paid on restricted stock units that are expected to vest be recorded as an increase to additional paid-in capital. The Company currently accounts for this tax benefit as a reduction to its income tax provision. EITF Issue No. 06-11 is to be applied prospectively for tax benefits on dividends declared in fiscal years beginning after December 15, 2007. The Company is currently evaluating the potential impact of adopting EITF Issue No. 06-11.


		49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Morgan Stanley:

We have reviewed the accompanying condensed consolidated statement of financial condition of Morgan Stanley and subsidiaries (the “Company”) as of May 31, 2007, and the related condensed consolidated statements of income and comprehensive income for the three-month and six-month periods ended May 31, 2007 and 2006, and condensed consolidated statements of cash flows for the six-month periods ended May 31, 2007 and 2006. These interim financial statements are the responsibility of the management of Morgan Stanley.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition of Morgan Stanley and subsidiaries as of November 30, 2006, and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for the fiscal year then ended (not presented herein) included in Morgan Stanley’s Current Report on Form 8-K; and in our report dated February 12, 2007 (April 10, 2007 for the effects of the discontinued operations as described in Note 30 to such financial statements), which report contains an explanatory paragraph relating to the adoption, in fiscal 2005, of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” and effective December 1, 2005, the change in accounting policy for recognition of equity awards granted to retirement-eligible employees and an explanatory paragraph relating to, in fiscal 2006, the application of Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition as of November 30, 2006 is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived.

As discussed in Note 18 to the condensed consolidated interim financial statements, effective December 1, 2006, the Company adopted SFAS No. 157, “Fair Value Measurement” and SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities- Including an amendment of FASB Statement No. 115.”

As discussed in Note 1 to the condensed consolidated interim financial statements, effective June 30, 2007, the Company completed the spin-off of Discover Financial Services.

/S/ DELOITTE & TOUCHE LLP

New York, New York

July 9, 2007

Item 2.

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

Introduction.

Morgan Stanley (the “Company”) is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Global Wealth Management Group, Asset Management and Discover. The Company, through its subsidiaries and affiliates, provides a wide variety of products and services to a large and diversified group of clients and customers, including corporations, governments, financial institutions and individuals. A summary of the activities of each of the segments follows:

On June 30, 2007, the Company had completed the spin-off (the “Discover Spin-off”) of Discover Financial Services (“DFS”) (see “Other Items—Discover Spin-off” herein). Beginning in the third quarter of fiscal 2007, Discover’s results will be included within discontinued operations for all periods presented.

The discussion of the Company’s results of operations below may contain forward-looking statements. These statements, which reflect management’s beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect the Company’s future results, please see “Forward-Looking Statements” immediately preceding Part I, Item 1, “Competition” and “Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Certain Factors Affecting Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2006 (the “Form 10-K”), “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2007 Quarterly Reports on Form 10-Q and other items throughout the Form 10-K, Forms 10-Q and the Company’s 2007 Current Reports on Form 8-K.

The Company’s results of operations for the three and six month periods ended May 31, 2007 and 2006 are discussed below. The results of Quilter Holdings Ltd. (“Quilter”), Global Wealth Management Group’s former mass affluent business in the U.K., are reported as discontinued operations for all periods presented through its sale on February 28, 2007. The results of the Company’s aircraft leasing business, which was sold on March 24, 2006, are also reported as discontinued operations through its date of sale (see “Other Items—Discontinued Operations” herein).

Beginning in the second quarter of fiscal 2007, the Company’s real estate investing business is included within the results of the Asset Management business segment. Previously, this business was included in the Institutional


		51

Securities business segment. Real estate advisory activities and certain passive limited partnership interests remain within Institutional Securities. In addition, activities associated with certain shareholder recordkeeping services are included within the Global Wealth Management Group business segment. Previously, these activities were included within the Asset Management business segment. Prior periods have been restated to conform to the current year’s presentation.


		52

Results of Operations.

Executive Summary.

Financial Information.


	Three Months Ended May 31,						Six Months Ended May 31,
	2007			2006(1)			2007			2006(1)
Net revenues (dollars in millions):
Institutional Securities	$	7,393		$	5,305		$	14,517		$	10,742
Global Wealth Management Group		1,642			1,400			3,153			2,689
Asset Management		1,509			898			2,877			1,635
Discover		1,035			1,191			2,060			2,280
Intersegment Eliminations		(56	)		(90	)		(103	)		(139	)

Consolidated net revenues	$	11,523		$	8,704		$	22,504		$	17,207

Income before taxes (dollars in millions)(2):
Institutional Securities	$	2,965		$	1,910		$	5,825		$	3,631
Global Wealth Management Group		269			161			498			185
Asset Management		306			264			687			432
Discover		333			541			705			1,020
Intersegment Eliminations		1			(13	)		6			6

Consolidated income before taxes	$	3,874		$	2,863		$	7,721		$	5,274


Consolidated net income (dollars in millions)	$	2,582		$	1,841		$	5,254		$	3,415


Earnings applicable to common shareholders (dollars in millions)(3)	$	2,565		$	1,841		$	5,220		$	3,415


Earnings per basic common share:
Income from continuing operations	$	2.57		$	1.81		$	5.09		$	3.37
Gain/(loss) on discontinued operations		—			0.01			0.12			(0.01	)

Earnings per basic common share	$	2.57		$	1.82		$	5.21		$	3.36

Earnings per diluted common share:
Income from continuing operations	$	2.45		$	1.74		$	4.86		$	3.25
Gain/(loss) on discontinued operations		—			0.01			0.10			(0.02	)

Earnings per diluted common share	$	2.45		$	1.75		$	4.96		$	3.23


*Statistical Data.*

Book value per common share(4)	$	36.52		$	29.97		$	36.52		$	29.97

Average common equity (dollars in billions)(5):
Institutional Securities	$	22.8		$	17.9		$	21.4		$	16.9
Global Wealth Management Group		1.6			3.1			1.7			3.2
Asset Management		3.4			2.3			3.2			2.2

Total from securities businesses		27.8			23.3			26.3			22.3
Discover		5.3			5.0			5.4			4.8

Total from operating segments		33.1			28.3			31.7			27.1
Discontinued operations		0.1			0.2			0.1			0.2
Unallocated capital		4.2			2.6			4.6			3.0

Consolidated	$	37.4		$	31.1		$	36.4		$	30.3


		53

Statistical Data—(Continued).


	Three Months Ended May 31,						Six Months Ended May 31,
	2007			2006(1)			2007			2006(1)
Return on average common equity(5):
Consolidated		27	%		24	%		29	%		23	%
Institutional Securities		35	%		28	%		37	%		28	%
Global Wealth Management Group		41	%		14	%		37	%		8	%
Asset Management		23	%		28	%		27	%		23	%
Discover		16	%		27	%		16	%		27	%

Effective income tax rate		33.0	%		36.7	%		33.0	%		35.0	%

Worldwide employees		58,333			53,163			58,333			53,163

Consolidated assets under management or supervision by asset class (dollars in billions)(6):
Equity	$	344		$	288		$	344		$	288
Fixed income		116			106			116			106
Money market		94			79			94			79
Alternatives(7)		87			49			87			49

Subtotal		641			522			641			522
Unit trusts		16			13			16			13
Other(8)		55			46			55			46

Total assets under management or supervision(9)	$	712		$	581		$	712		$	581
Share of minority interest assets(10)		5			—			5			—

Total	$	717		$	581		$	717		$	581

Institutional Securities:
Mergers and acquisitions completed transactions (dollars in billions)(11):
Global market volume	$	338.9		$	182.3		$	488.8		$	290.1
Market share		42.7	%		29.5	%		38.5	%		28.1	%
Rank		1			2			1			2
Mergers and acquisitions announced transactions (dollars in billions)(11):
Global market volume	$	484.7		$	178.8		$	698.1		$	314.5
Market share		31.3	%		20.6	%		32.7	%		25.0	%
Rank		4			3			2			3
Global equity and equity-related issues (dollars in billions)(11):
Global market volume	$	20.0		$	19.2		$	26.0		$	24.0
Market share		8.6	%		9.3	%		7.7	%		8.4	%
Rank		3			2			5			3
Global debt issues (dollars in billions)(11):
Global market volume	$	133.4		$	102.3		$	203.1		$	178.3
Market share		6.6	%		5.9	%		6.2	%		6.2	%
Rank		3			5			5			5
Global initial public offerings (dollars in billions)(11):
Global market volume	$	6.3		$	7.6		$	8.0		$	9.0
Market share		8.0	%		11.0	%		7.7	%		9.8	%
Rank		4			3			3			2
Pre-tax profit margin(12)		40	%		36	%		40	%		34	%


		54

Statistical Data—(Continued).


	Three Months Ended May 31,						Six Months Ended May 31,
	2007			2006(1)			2007			2006(1)
Global Wealth Management Group:
Global representatives		8,137			8,091			8,137			8,091
Annualized net revenue per global representative (dollars in thousands)(13)	$	814		$	659		$	786		$	611
Client assets by segment (dollars in billions)(13):
$10 million or more	$	223		$	170		$	223		$	170
$1 million – $10 million		268			220			268			220

Subtotal $1 million or more		491			390			491			390
$100,000 – $1 million		180			180			180			180
Less than $100,000		24			29			24			29

Client assets excluding corporate and other accounts		695			599			695			599
Corporate and other accounts		33			30			33			30

Total client assets	$	728		$	629		$	728		$	629

Fee-based assets as a percentage of total client assets(14)		29	%		29	%		29	%		29	%
Client assets per global representative (dollars in millions)(15)		89			78			89			78
Bank deposit program (dollars in millions)(16)	$	18,226		$	9,114		$	18,226		$	9,114
Pre-tax profit margin(12)		16	%		12	%		16	%		7	%

Asset Management:
Assets under management or supervision (dollars in billions)(17)	$	560		$	454		$	560		$	454
Percent of fund assets in top half of Lipper rankings(18)		52	%		48	%		52	%		48	%
Pre-tax profit margin(12)		20	%		29	%		24	%		26	%

Discover (dollars in millions, unless otherwise noted)(19):
Period-end credit card loans—Owned	$	22,548		$	21,764		$	22,548		$	21,764
Period-end credit card loans—Managed	$	51,265		$	48,539		$	51,265		$	48,539
Average credit card loans—Owned	$	21,286		$	19,664		$	22,960		$	20,808
Average credit card loans—Managed	$	50,618		$	47,307		$	51,000		$	47,439
Net principal charge-off rate—Owned		3.93	%		3.02	%		3.85	%		3.82	%
Net principal charge-off rate—Managed		4.24	%		3.30	%		4.14	%		4.18	%
Return on average receivables—Owned		3.86	%		6.83	%		3.85	%		6.15	%
Return on average receivables—Managed		1.62	%		2.84	%		1.73	%		2.70	%
Transaction volume (dollars in billions):
Net sales	$	25.2		$	24.0		$	50.3		$	46.5
Other transaction volume		4.7			4.5			9.9			8.9

Total	$	29.9		$	28.5		$	60.2		$	55.4

Payment services transaction volume (millions of transactions):
Discover network		362			340			723			679
PULSE network		559			471			1,080			896

Total network transaction volume		921			811			1,803			1,575

Pre-tax profit margin(12)		32	%		45	%		34	%		45	%

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

(2)	Amounts represent income from continuing operations before gains (losses) from unconsolidated investees, income taxes and gain (loss) from discontinued operations.

(3)	Earnings applicable to common shareholders are used to calculate earnings per share information.


		55

(4)	Book value per common share equals common shareholders’ equity of $38,411 million at May 31, 2007 and $32,255 million at May 31, 2006, divided by common shares outstanding of 1,052 million at May 31, 2007 and 1,072 million at May 31, 2006.

(5)

The computation of average common equity for each business segment is based upon an economic capital model that the Company uses to determine the amount of equity capital needed to support the risk of its business activities and to ensure that the Company remains adequately capitalized. Economic capital is defined as the amount of capital needed to run the business through the business cycle and satisfy the requirements of regulators, rating agencies and the market. The Company’s methodology is based on an approach that assigns economic capital to each segment based on regulatory capital usage plus additional capital for stress losses, goodwill and intangible assets, and principal investment risk. The economic capital model and allocation methodology may be enhanced over time in response to changes in the business and regulatory environment. The effective tax rates used in the computation of segment return on average common equity were determined on a separate entity basis.

(6)	Amounts reported for the real estate funds have been redefined to reflect the Company’s invested equity in those funds. Previously, these amounts were disclosed on a gross real estate asset basis, which included leverage.

(7)	Includes a range of alternative investment products such as real estate funds, hedge funds, private equity funds, funds of hedge funds and funds of private equity funds.

(8)	Amounts include assets under management or supervision associated with the Global Wealth Management Group business segment.

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

(10)	Amount represents Asset Management’s proportional share of assets managed by entities in which it owns a minority interest.

(11)

Source: Thomson Financial, data as of June 7, 2007—The data for the three months ended May 31, 2007 and 2006 are for the periods from March 1 to May 31, 2007 and March 1 to May 31, 2006, respectively. The data for the six months ended May 31 are for the periods from January 1 to May 31, 2007 and January 1 to May 31, 2006, respectively, as Thomson Financial presents these data on a calendar-year basis.

(12)	Percentages represent income from continuing operations before gains (losses) from unconsolidated investees and income taxes as a percentage of net revenues.

(13)	Annualized net revenue per global representative amounts equal Global Wealth Management Group’s net revenues divided by the quarterly average global representative headcount for the periods presented.

(14)

Pursuant to a recent court decision vacating an SEC rule that permitted fee-based brokerage, it is anticipated that fee-based brokerage at the Company will be discontinued in the U.S. on or about October 1, 2007, and either clients will elect to move these assets into a permitted fee-based advisory account program or the assets will be in a commission-based brokerage account. Accordingly, as a result of these changes, fee-based assets as a percentage of total client assets could decline in the next few quarters.

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

(16)	Bank deposits are held at certain of the Company’s Federal Deposit Insurance Corporation insured depository institutions for the benefit of retail clients through their brokerage accounts.

(17)	Amount includes Asset Management’s proportional share of assets managed by entities in which it owns a minority interest.

(18)	Source: Lipper, one-year performance excluding money market funds as of May 31, 2007 and 2006, respectively.

(19)

The Company analyzes its financial performance on both a managed loan basis and as reported under U.S. Generally Accepted Accounting Principles. Managed data include owned and securitized credit card loans. For an explanation of managed data and a reconciliation of credit card loan and asset quality data, see “Discover—Managed General Purpose Credit Card Loan Data” herein.

Second Quarter 2007 Performance.

Company Results. The Company recorded net income of $2,582 million and diluted earnings per share of $2.45 for the quarter ended May 31, 2007, both increases of 40% from the comparable fiscal 2006 period. Net revenues (total revenues less interest expense and the provision for loan losses) increased 32% to a record $11,523 million and the annualized return on average common equity was 27.5% compared with 23.7% in the second quarter of last year. Non-interest expenses of $7,649 million increased 31% from the prior-year period, primarily due to higher compensation costs.

For the six month period ended May 31, 2007, net income was $5,254 million, a 54% increase from $3,415 million a year ago. Net revenues rose 31% to $22,504 million and non-interest expenses increased 24% to $14,783 million. Diluted earnings per share were $4.96 compared with $3.23 a year ago. The annualized return on average common equity for the six month period was 28.7% compared with 22.5% in the prior-year period.

The Company’s effective income tax rate was 33.0% for both the quarter and six month period ended May 31, 2007 compared with 36.7% and 35.0% for the quarter and six month period ended May 31, 2006. The decrease in both periods primarily reflected higher estimated domestic tax credits partially offset by higher earnings that reduced the impact of permanent differences. Domestic tax credits were lower in the quarter and six month period of fiscal 2006 due to the idling of production by three of the Company’s synthetic fuel investees during the second quarter of fiscal 2006.

The results for the six month period ended May 31, 2007 included a gain of $168 million ($109 million after-tax) in discontinued operations related to the sale of Quilter on February 28, 2007. Discontinued operations in the first


		56

quarter of fiscal 2006 included a loss of $125 million ($75 million after-tax) related to the sale of the Company’s aircraft leasing business (see “Other Items—Discontinued Operations” herein).

Institutional Securities. Institutional Securities achieved record income from continuing operations before gains (losses) from unconsolidated investees and income taxes of $2,965 million, a 55% increase from last year’s second quarter. Net revenues rose 39% to a record $7,393 million driven by strong fixed income and record equity sales and trading revenues, along with record investment banking revenues. Non-interest expenses increased 30% to $4,428 million, reflecting higher compensation accruals resulting from higher net revenues, as well as higher compensation costs associated with certain employee deferred compensation plans (see “Other Items—Deferred Compensation Plans” herein). Non-compensation expenses increased as a result of higher levels of business activity.

Investment banking revenues increased 65% from last year’s second quarter to a record $1,704 million. Advisory fees from merger, acquisition and restructuring transactions were $725 million, an increase of 99% from last year’s second quarter. Underwriting revenues rose 46% from last year’s second quarter to $979 million.

Fixed income sales and trading revenues were $2,859 million, up 34% from the second quarter of fiscal 2006. The increase was driven by strong results in interest rate and currency products and credit products, partially offset by lower results in commodities. Interest rate and currency product revenues increased primarily due to record revenues in emerging markets and higher results in interest rate trading. Credit product revenues increased primarily due to higher revenues from corporate credit and structured products resulting from strong customer flows and improved corporate credit trading results. Lower securitized product revenues, primarily in residential mortgage securities, negatively impacted credit product revenues. Commodity revenues decreased from last year’s second quarter, reflecting lower trading results in electricity and natural gas products. Equity sales and trading revenues increased 33% to a record $2,216 million. The increase was driven by higher revenues from equity cash products, derivatives products, prime brokerage and financing products.

Global Wealth Management Group. The Global Wealth Management Group recorded income from continuing operations before income taxes of $269 million, a 67% increase from last year’s second quarter. Net revenues increased 17% from last year’s second quarter to $1,642 million reflecting higher transactional revenues due to increased underwriting activity, higher asset management revenues reflecting growth in fee-based products and higher net interest revenue from growth in the bank deposit program. Total non-interest expenses increased 11% from a year ago to $1,373 million. Compensation and benefits expense increased, primarily reflecting higher incentive-based compensation accruals due to higher net revenues and investment in the business. Non-compensation costs decreased, primarily due to lower costs associated with legal and regulatory matters. Total client assets increased to $728 billion, up 16% from last year’s second quarter. In addition, client assets in fee-based accounts rose 17% to $210 billion at May 31, 2007 and represented 29% of total client assets. At quarter-end, the number of global representatives was 8,137, an increase of 46 from a year ago.

Asset Management. Asset Management recorded income before income taxes of $306 million, a 16% increase from last year’s second quarter. Net revenues increased 68% from last year’s second quarter to $1,509 million driven by higher investment revenues, primarily in the real estate, private equity and alternatives business, and higher asset management, distribution and administration fees, primarily due to an increase in assets under management and higher performance fees from the alternatives business. Non-interest expenses increased 90% to $1,203 million, largely due to higher incentive-based compensation accruals associated with increased net revenues and investment in the business. Assets under management or supervision within Asset Management of $560 billion were up $106 billion, or 23%, from the second quarter of last year, primarily due to market appreciation.

Discover. Discover recorded income before losses from unconsolidated investees and income taxes of $333 million, a decrease of 38% compared with $541 million in the second quarter of fiscal 2006. Net revenues


		57

decreased 13% from last year’s second quarter, primarily due to an increase in the provision for loan losses. The second quarter of fiscal 2006 included a favorable impact following changes in federal bankruptcy legislation in 2005. Non-interest expenses increased 8% to $702 million, primarily due to higher legal fees associated with the VISA/MasterCard litigation and costs associated with the Discover Spin-off. The managed credit card net principal charge-off rate increased 94 basis points to 4.24% from the same quarter a year ago. The managed over-30-day delinquency rate decreased 16 basis points to 3.13%, and the managed over-90-day delinquency rate decreased 1 basis point to 1.52% from the same period a year ago. Managed credit card loans were $51,265 million at quarter-end, a 6% increase from a year ago.

Global Market and Economic Conditions in the Quarter and Six Month Period Ended May 31, 2007.

In the U.S., the moderate pace of economic growth that occurred during the second half of fiscal 2006 slowed during the first half of fiscal 2007, reflecting, among other things, the continued slowdown in the residential real estate market, lower business investment and a growing trade deficit, partially offset by higher consumer spending. The U.S. unemployment rate at the end of the quarter was unchanged at 4.5% from the end of fiscal 2006. Conditions in the U.S. equity markets were generally favorable, and major equity market indices rose during most of the quarter and were supported by strong corporate earnings. The Federal Reserve Board (the “Fed”) left interest rates unchanged during the quarter and has not raised interest rates since June 2006. Inflationary pressures appeared to moderate but continued to be a primary concern of the Fed.

In Europe, economic growth during the first half of fiscal 2007 continued to be strong, reflecting momentum in domestic demand and exports. Major equity market indices in Europe increased during much of the quarter, reflecting strong corporate earnings as well as merger and acquisition activity and generally favorable economic conditions. The European Central Bank (the “ECB”) raised the benchmark interest rate by 0.25% during the quarter and 0.50% in the six month period. In June 2007, the ECB raised the benchmark interest rate by an additional 0.25%. The Bank of England (the “BOE”) raised the benchmark interest rate by 0.25% during the quarter and by 0.50% in the six month period. In July 2007, the BOE raised the benchmark interest rate by an additional 0.25%.

In Japan, moderate economic growth continued to be driven by exports and domestic demand. The level of unemployment also remained relatively low, and Japanese equity market indices increased during the quarter. The Bank of Japan left rates unchanged during the second quarter of fiscal 2007 and raised the benchmark interest rate from 0.25% to 0.50% during the six month period. Economies elsewhere in Asia also expanded, particularly in China, which benefited from strength in exports, domestic demand and continued globalization. In China, equity market indices rose during the second quarter after a sharp decline at the end of the first quarter of fiscal 2007. In the quarter and six month period of fiscal 2007, the People’s Bank of China raised the benchmark interest rate by 0.27%.

Business Segments.

The remainder of “Results of Operations” is presented on a business segment basis before discontinued operations. Substantially all of the operating revenues and operating expenses of the Company can be directly attributed to its business segments. Certain revenues and expenses have been allocated to each business segment, generally in proportion to its respective revenues or other relevant measures.

As a result of treating certain intersegment transactions as transactions with external parties, the Company includes an Intersegment Eliminations category to reconcile the segment results to the Company’s consolidated results. Income before taxes in Intersegment Eliminations represents the effect of timing differences associated with the revenue and expense recognition of commissions paid by Asset Management to the Global Wealth Management Group associated with sales of certain products and the related compensation costs paid to the Global Wealth Management Group’s global representatives. Income (loss) before taxes recorded in Intersegment Eliminations was $1 million and $(13) million in the quarters ended May 31, 2007 and 2006, respectively, and $6 million in both the six month periods ended May 31, 2007 and 2006. The results for the fiscal 2006 periods also included a $30 million advisory fee related to the Company’s sale of the aircraft leasing business that was eliminated in consolidation.


		58

Certain reclassifications have been made to prior-period amounts to conform to the current period’s presentation, including the reporting of Quilter within discontinued operations for all periods presented, the transfer of the real estate investing business from the Institutional Securities segment to the Asset Management segment, and the transfer of certain shareholder recordkeeping services from the Asset Management segment to the Global Wealth Management Group segment.


		59

INSTITUTIONAL SECURITIES

INCOME STATEMENT INFORMATION


	Three Months Ended May 31,					Six Months Ended May 31,
	2007			2006		2007			2006
	(dollars in millions)
Revenues:
Investment banking	$	1,704		$	1,035	$	2,736		$	1,927
Principal transactions:
Trading		4,705			3,442		8,734			6,405
Investments		396			389		746			632
Commissions		766			693		1,457			1,303
Asset management, distribution and administration fees		25			29		50			37
Servicing and securitization income		42			—		77			—
Interest and dividends		15,132			9,318		29,092			19,106
Other		227			86		395			181

Total revenues		22,997			14,992		43,287			29,591
Interest expense		15,604			9,687		28,770			18,849

Net revenues		7,393			5,305		14,517			10,742

Total non-interest expenses		4,428			3,395		8,692			7,111

Income from continuing operations before (losses)/gains from unconsolidated investees and income taxes		2,965			1,910		5,825			3,631
(Losses)/gains from unconsolidated investees		(20	)		23		(46	)		4
Provision for income taxes		937			703		1,821			1,231

Income from continuing operations	$	2,008		$	1,230	$	3,958		$	2,404

Investment Banking. Investment banking revenues for the quarter ended May 31, 2007 increased 65% from the comparable period of fiscal 2006. The increase was due to higher revenues from merger, acquisition and restructuring activities and fixed income and equity underwriting transactions, reflecting robust market conditions and higher industry-wide transaction activity. Advisory fees from merger, acquisition and restructuring transactions were a record $725 million, an increase of 99% from the comparable period of fiscal 2006. Underwriting revenues were a record $979 million, an increase of 46% from the comparable period of fiscal 2006. Equity underwriting revenues increased 33% to $493 million. Fixed income underwriting revenues increased 63% to a record $486 million.

At May 31, 2007, the backlog of merger, acquisition and restructuring transactions and equity and fixed income underwriting transactions was higher as compared with the second quarter of fiscal 2006. The backlog of merger, acquisition and restructuring transactions and equity and fixed income underwriting transactions is subject to the risk that transactions may not be completed due to unforeseen economic and market conditions, adverse developments regarding one of the parties to the transaction, a failure to obtain required regulatory approval or a decision on the part of the parties involved not to pursue a transaction.

Investment banking revenues in the six month period ended May 31, 2007 increased 42% from the comparable period of fiscal 2006. The increase was due to higher revenues from merger, acquisition and restructuring activities and equity and fixed income underwriting transactions.

Sales and Trading. Sales and trading revenues are composed of principal transaction trading revenues, commissions and net interest revenues (expenses). In assessing the profitability of its sales and trading activities, the Company views principal trading, commissions and net interest revenues in the aggregate. In addition,


		60

decisions relating to principal transactions are based on an overall review of aggregate revenues and costs associated with each transaction or series of transactions. This review includes, among other things, an assessment of the potential gain or loss associated with a transaction, including any associated commissions, dividends, the interest income or expense associated with financing or hedging the Company’s positions and other related expenses.

Total sales and trading revenues increased 33% in the quarter ended May 31, 2007 from the comparable period of fiscal 2006, reflecting higher fixed income and equity sales and trading revenues.

Sales and trading revenues include the following:


	Three Months Ended May 31,						Six Months Ended May 31,
	2007(1)			2006(1)			2007(1)			2006(1)
	(dollars in millions)
Equity	$	2,216		$	1,669		$	4,425		$	3,325
Fixed income		2,859			2,131			6,252			4,782
Other		(76	)		(34	)		(164	)		(142	)

Total sales and trading revenues	$	4,999		$	3,766		$	10,513		$	7,965

(1)

Includes Principal transactions-trading, Commissions, and Net interest revenues. Equity and fixed income sales and trading revenues include certain funding costs that were not previously allocated to those businesses. Other sales and trading net revenue primarily includes results related to investment banking and other corporate activities. All prior period amounts have been reclassified to conform to the current period’s presentation.

Equity sales and trading revenues increased 33% to a record $2,216 million in the second quarter of fiscal 2007. The increase was driven by higher revenues from equity cash products, derivatives products, prime brokerage and financing products. Revenues from equity cash, derivatives and financing products all benefited from favorable global market conditions and increased customer flows. Prime brokerage generated record revenues reflecting continued growth in global client asset balances. Although commission revenues increased modestly, revenues continued to be affected by intense competition, particularly in the U.S., and a continued shift toward electronic trading.

Fixed income sales and trading revenues increased 34% to $2,859 million driven by strong results in interest rate and currency products and credit products, partially offset by lower results in commodities. Interest rate and currency product revenues increased 51%, primarily due to record revenues in emerging markets and higher results in interest rate trading. Credit product revenues increased 28%, primarily due to higher revenues from corporate credit and structured products resulting from strong customer flows and improved corporate credit trading results. The increase was partially offset by lower securitized product revenues, primarily in residential mortgage securities. Commodity revenues decreased 10% from last year’s second quarter, reflecting lower trading results in electricity and natural gas products.

Total sales and trading revenues increased 32% in the six month period ended May 31, 2007 from the comparable period of fiscal 2006, reflecting higher fixed income and equity sales and trading revenues. Equity sales and trading revenues increased 33% primarily due to higher revenues from derivatives products, equity cash products, financing products and prime brokerage. Fixed income sales and trading revenues increased 31% primarily due to higher revenues from credit products and interest rate and currency products, partially offset by lower revenues from commodities products.

Principal Transactions-Investments. Principal transaction net investment revenues aggregating $396 million and $746 million were recognized in the quarter and six month period ended May 31, 2007, as compared with net gains of $389 million and $632 million in the quarter and six month period ended May 31, 2006. The increase in


		61

both periods primarily related to realized and unrealized net gains associated with certain of the Company’s investments, including investments in passive limited partnership interests associated with the Company’s real estate funds. Both periods also reflected higher revenues related to certain employee deferred compensation plans (see “Other Items—Deferred Compensation Plans” herein).

Servicing and Securitization Income. Servicing and securitization income of $42 million and $77 million recognized in the quarter and six month period ended May 31, 2007 was primarily attributable to Saxon Capital, Inc. (“Saxon”), which the Company acquired on December 4, 2006.

Other. Other revenues increased 164% and 118% in the quarter and six month period ended May 31, 2007. The increase was primarily attributable to revenues related to the operation of pipelines, terminals and barges and the distribution of refined petroleum products associated with TransMontaigne Inc. (“TransMontaigne”), which the Company acquired on September 1, 2006. Higher sales of benchmark indices and risk management analytic products also contributed to the increase.

Non-Interest Expenses. Non-interest expenses increased 30% and 22% in the quarter and the six month period ended May 31, 2007, respectively. Compensation and benefits expense increased 34% and 22% in the quarter and six month period, respectively, primarily reflecting higher incentive-based compensation costs resulting from higher net revenues as well as higher costs associated with certain employee deferred compensation plans (see “Other Items—Deferred Compensation Plans” herein). The increase in the six month period was partially offset by Institutional Securities’ share ($270 million) of the incremental compensation expense related to equity awards to retirement-eligible employees in the first quarter of fiscal 2006 (see “Other Items—Stock-Based Compensation” herein). Excluding compensation and benefits expense, non-interest expenses increased 22% and 24% in the quarter and six month period. Occupancy and equipment expense increased 42% and 39% in the quarter and six month period, primarily due to higher rent and occupancy costs in Europe, Asia and the U.S. In the U.S., a portion of the increased costs was associated with TransMontaigne, the Heidmar Group of companies (“Heidmar”), and a new office building in New York City. The Company acquired TransMontaigne and Heidmar in September 2006 and the office building in June 2006. Brokerage, clearing and exchange fees increased 5% and 16% in the quarter and six month period, primarily reflecting increased equity and fixed income trading activity. Marketing and business development expense increased 31% in both the quarter and six month period, primarily due to a higher level of business activity. Professional services expense increased 11% in the six month period, primarily due to higher legal and consulting costs related to increased business activity. Other expenses increased 112% and 70% in the quarter and six month period, respectively, reflecting costs associated with TransMontaigne and Heidmar.


		62

GLOBAL WEALTH MANAGEMENT GROUP

INCOME STATEMENT INFORMATION


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007		2006
	(dollars in millions)
Revenues:
Investment banking	$	164	$	95	$	330	$	162
Principal transactions:
Trading		133		120		262		245
Investments		20		27		18		28
Commissions		357		302		672		612
Asset management, distribution and administration fees		769		691		1,498		1,358
Interest and dividends		298		243		572		446
Other		40		36		78		67

Total revenues		1,781		1,514		3,430		2,918
Interest expense		139		114		277		229

Net revenues		1,642		1,400		3,153		2,689

Total non-interest expenses		1,373		1,239		2,655		2,504

Income from continuing operations before income taxes		269		161		498		185
Provision for income taxes		104		54		192		63

Income from continuing operations	$	165	$	107	$	306	$	122

Investment Banking. Investment banking revenues increased 73% and 104% in the quarter and six month period ended May 31, 2007, driven by robust equity underwriting results primarily related to closed end fund offerings. The increase in the six month period also reflected strong results from fixed income underwriting and unit trusts.

Principal Transactions—Trading. Principal transaction trading revenues increased 11% and 7% in the quarter and six month period ended May 31, 2007, primarily due to higher revenues from certain employee deferred compensation plans (see “Other Items-Deferred Compensation Plans” herein).

Principal Transactions—Investments. Principal transaction investment net revenues were $20 million and $18 million in the quarter and six month period ended May 31, 2007 compared with net revenues of $27 million and $28 million in the quarter and six month period ended May 31, 2006. The decline in both periods primarily reflected lower net gains from certain of the Company’s investments in exchanges and memberships.

Commissions. Commission revenues increased 18% and 10% in the quarter and six month period ended May 31, 2007 due to higher levels of client activity and favorable market conditions.

Asset Management, Distribution and Administration Fees. Asset management, distribution and administration fees increased 11% and 10% in the quarter and six month period ended May 31, 2007, primarily reflecting higher client assets in fee-based accounts.

Client assets in fee-based accounts rose 17% to $210 billion at May 31, 2007, including $35 billion in fee-based (fee-in-lieu of commission) brokerage accounts. Pursuant to a recent court decision vacating an SEC rule that permitted fee-based brokerage, it is anticipated that fee-based brokerage at the Company will be discontinued in the U.S. on or about October 1, 2007, and either clients will elect to move these assets into a permitted fee-based advisory account program or the assets will be in a commission-based brokerage account. Accordingly, as a result of these changes, fee-based assets as a percentage of total client assets could decline in the next few quarters. Client asset balances increased to $728 billion at May 31, 2007 from $629 billion at May 31, 2006, primarily due to market appreciation. Client asset balances in accounts greater than $1 million increased to $491 billion at May 31, 2007 from $390 billion at May 31, 2006.


		63

Net Interest. Net interest revenues increased 23% and 36% in the quarter and six month period ended May 31, 2007, primarily due to increased account balances in the bank deposit program. Balances in the bank deposit program rose to $18,226 million at May 31, 2007 as compared with $9,114 million at May 31, 2006.

Non-Interest Expenses. Non-interest expenses increased 11% and 6% in the quarter and six month period ended May 31, 2007, primarily reflecting an increase in compensation and benefits expense. Compensation and benefits expense increased 19% and 13% in the quarter and six month period ended May 31, 2007, primarily reflecting higher incentive-based compensation accruals due to higher net revenues and investments in the business. The increase in the six month period was partially offset by Global Wealth Management Group’s share ($80 million) of the incremental compensation expense related to equity awards to retirement-eligible employees in the first quarter of 2006 (see “Other Items—Stock-Based Compensation” herein). Excluding compensation and benefits expense, non-interest expenses decreased 5% and 8% in the quarter and six month period. Occupancy and equipment expense increased 8% in both the quarter and six month period primarily due to higher rental costs. Information processing and communications expense decreased 18% and 11% in the quarter and six month period, primarily due to lower telecommunications costs. Marketing and business development expense increased 25% and 26% in the quarter and six month period primarily due to costs associated with an advertising campaign. Other expenses decreased 16% and 28% in the quarter and six month period, primarily resulting from lower costs associated with legal and regulatory matters.


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ASSET MANAGEMENT

INCOME STATEMENT INFORMATION


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007		2006
	(dollars in millions)
Revenues:
Investment banking	$	61	$	35	$	92	$	58
Principal transactions:
Investments		588		213		1,120		269
Commissions		6		7		12		14
Asset management, distribution and administration fees		844		636		1,612		1,280
Interest and dividends		29		10		43		16
Other		18		5		52		11

Total revenues		1,546		906		2,931		1,648
Interest expense		37		8		54		13

Net revenues		1,509		898		2,877		1,635

Total non-interest expenses		1,203		634		2,190		1,203

Income before income taxes		306		264		687		432
Provision for income taxes		107		103		256		170

Net income	$	199	$	161	$	431	$	262

Investment Banking. Investment banking revenues increased 74% and 59% in the quarter and six month period ended May 31, 2007, primarily reflecting higher revenues from real estate products.

Principal Transactions-Investments. Principal transaction net investment gains aggregating $588 million and $1,120 million were recognized in the quarter and six month period ended May 31, 2007 as compared with net gains of $213 million and $269 million in the quarter and six month period ended May 31, 2006. The increase in both periods was primarily related to higher net gains on certain investments, including investments associated with the Company’s real estate products, private equity portfolio and alternatives products and higher revenues associated with certain employee deferred compensation plans (see “Other Items-Deferred Compensation Plans” herein).

Asset Management, Distribution and Administration Fees. Asset management, distribution and administration fees increased 33% and 26%, primarily due to higher fund management and administration fees associated with a 17% and 15% increase in average assets under management in the quarter and six month period, respectively, and higher performance fees from the alternatives business, including those associated with FrontPoint Partners (“FrontPoint”), which was acquired in December 2006 (see “Other Items—Business and Other Acquisitions” herein).


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


	At May 31, 2007		At May 31, 2006(1)		Average For the Three Months Ended				Average For the Six Months Ended
	At May 31, 2007		At May 31, 2006(1)		May 31, 2007(1)		May 31, 2006(1)		May 31, 2007(1)		May 31, 2006(1)
	(dollars in billions)
Assets under management or supervision by distribution channel:
Americas Retail Morgan Stanley brand	$	67	$	63	$	64	$	64	$	64	$	66
Americas Retail Van Kampen brand		102		89		99		90		97		90
Americas Intermediary(2)		67		51		63		50		62		48
U.S. Institutional		119		96		114		98		110		98
Non-U.S.		111		80		106		80		102		77

Total long-term assets under management or supervision		466		379		446		382		435		379

Institutional money markets/liquidity		57		37		54		37		52		36
Retail money markets		32		38		33		40		34		41

Total money markets		89		75		87		77		86		77

Total assets under management or supervision		555		454		533		459		521		456
Share of minority interest assets(4)		5		—		5		—		5		—

Total	$	560	$	454	$	538	$	459	$	526	$	456


	At May 31, 2007		At May 31, 2006(1)		Average For the Three Months Ended				Average For the Six Months Ended
	At May 31, 2007		At May 31, 2006(1)		May 31, 2007(1)		May 31, 2006(1)		May 31, 2007(1)		May 31, 2006(1)
	(dollars in billions)
Assets under management or supervision by asset class:
Equity	$	265	$	226	$	253	$	232	$	250	$	229
Fixed income		98		91		96		90		94		91
Money market		89		75		87		77		86		77
Alternatives(3)		87		49		82		47		76		46

Subtotal		539		441		518		446		506		443
Unit trusts		16		13		15		13		15		13

Total assets under management or supervision		555		454		533		459		521		456
Share of minority interest assets(4)		5		—		5		—		5		—

Total	$	560	$	454	$	538	$	459	$	526	$	456

(1)

Assets under management or supervision and net flows by distribution channel have been restated for all periods presented to include amounts related to real estate funds previously managed within Institutional Securities. Additionally, the amounts reported for these real estate funds have been redefined to reflect the Company’s invested equity in those funds. Previously, these amounts were disclosed on a gross real estate asset basis, which included leverage.

(2)	Americas Intermediary channel primarily represents client flows through defined contribution, insurance and bank trust platforms.

(3)	The alternatives asset class includes a range of investment products, such as real estate funds, hedge funds, private equity funds, funds of hedge funds and funds of private equity funds. Prior period amounts have been reclassified to conform to the current period’s presentation.

(4)	Amount represents Asset Management’s proportional share of assets managed by entities in which it owns a minority interest.


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Activity in Asset Management’s customer assets under management or supervision were as follows:


	Three Months Ended May 31,						Six Months Ended May 31,
	2007(1)			2006(1)			2007(1)			2006(1)
	(dollars in billions)
Balance at beginning of period	$	521		$	455		$	496		$	443
Net flows by distribution channel:
Americas Retail Morgan Stanley brand		—			(2	)		(2	)		(5	)
Americas Retail Van Kampen brand		—			(1	)		—			(1	)
Americas Intermediary(2)		2			4			3			6
U.S. Institutional		1			(5	)		1			(10	)
Non-U.S.		4			3			9			4

Net inflows/(outflows) excluding money markets		7			(1	)		11			(6	)

Money market net flows:
Institutional		4			(1	)		6			3
Retail		(2	)		(3	)		(3	)		(9	)

Total money market net flows		2			(4	)		3			(6	)

Net market appreciation		28			4			42			23

Total net increase		37			(1	)		56			11
Acquisitions		1			—			7			—
Net increase in share of minority interest assets(3)		1			—			1			—

Balance at end of period	$	560		$	454		$	560		$	454

(1)

(2)	Americas Intermediary channel primarily represents client flows through defined contribution, insurance and bank trust platforms.

(3)	Amount represents Asset Management’s proportional share of assets managed by entities in which it owns a minority interest.

Net inflows (excluding money markets) in the quarter and six month period ended May 31, 2007 were primarily associated with positive flows from non-U.S. clients. Inflows in the six month period were partially offset by outflows in the Americas Retail Morgan Stanley branded channel. For the quarter and six month period ended May 31, 2007, positive flows into institutional liquidity assets were partially offset by outflows from certain money market funds that were impacted by the growth of Global Wealth Management Group’s bank deposit program.

Other. Other revenues were $18 million and $52 million in quarter and six month periods ended May 31, 2007 as compared with $5 million and $11 million, respectively, in the prior-year periods. The increase in both periods was primarily due to revenue recognized from the Company’s minority stakes in Avenue Capital Group and Lansdowne Partners, which were acquired in the fourth quarter of fiscal 2006.

Non-Interest Expenses. Non-interest expenses increased 90% and 82% in the quarter and six month period ended May 31, 2007. The increase in both periods primarily reflected an increase in compensation and benefits expense and higher non-compensation expenses. Compensation and benefits expense increased 124% and 131% in the quarter and six month period, primarily reflecting higher incentive-based compensation accruals due to higher net revenues, expenses associated with certain employee deferred compensation plans, as well as investments in the business. The increase in the six month period was partially offset by Asset Management’s share ($28 million) of the incremental compensation expense related to equity awards to retirement-eligible employees that was recorded in the first quarter of fiscal 2006 (see “Other Items—Stock Based-Compensation” herein). Excluding compensation and benefits expense, non-interest expenses increased 45% and 27% in the quarter and six month period. Occupancy and equipment expense increased 25% in both the quarter and six


		67

month period, primarily due to higher rental costs associated with acquisition of FrontPoint and new business initiatives. Brokerage, clearing and exchange fees increased 7% in the quarter and decreased 3% in the six month period. The increase in the quarter was primarily due to higher costs associated with the launch of new products. The decrease in the six month period was primarily due to a lower amortization expense associated with a lower level of deferred costs in recent periods due to a decrease in sales of certain open-ended funds, partially offset by higher costs associated with new products. Information processing and communications expense increased 29% and 33% in the quarter and six month period primarily due to higher costs associated with FrontPoint and new business initiatives. Professional services expense increased 100% in the quarter and 51% in the six month period, primarily due to higher sub-advisory and legal fees. Other expenses increased $43 million in the quarter and $61 million in the six month period ended May 31, 2007. The increase in both periods was primarily due to an insurance reimbursement received in the second quarter of fiscal 2006 related to certain legal matters and the amortization of intangible assets associated with acquisitions and minority stakes.


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DISCOVER

INCOME STATEMENT INFORMATION


	Three Months Ended May 31,					Six Months Ended May 31,
	2007			2006		2007			2006
	(dollars in millions)
Merchant, cardmember and other fees, net	$	261		$	277	$	558		$	566
Servicing and securitization income		601			651		1,122			1,247
Other revenue		9			5		18			9

Total non-interest revenues		871			933		1,698			1,822

Interest revenue		704			608		1,384			1,194
Interest expense		336			220		623			451

Net interest income		368			388		761			743
Provision for consumer loan losses		204			130		399			285

Net credit income		164			258		362			458

Net revenues		1,035			1,191		2,060			2,280

Total non-interest expenses		702			650		1,355			1,260

Income before losses from unconsolidated investees and income taxes		333			541		705			1,020
Losses from unconsolidated investees		(1	)		—		(2	)		(1	)
Provision for income taxes		123			203		261			381

Net income	$	209		$	338	$	442		$	638

On June 30, 2007, the Company completed the Discover Spin-off (see “Other Items—Discover Spin-off” herein).

Merchant, Cardmember and Other Fees, Net. Merchant, cardmember and other fees, net, decreased 6% and 1% in the quarter and six month period ended May 31, 2007, respectively. The decrease in the quarter was primarily due to lower net merchant discount revenue and lower cardmember and other fees. The decrease in net merchant discount revenue was due to higher allocations of interchange revenue to securitization transactions, partially offset by higher sales volume. The allocation of interchange revenue has the effect of decreasing Merchant, cardmember and other fees, net, and increasing Servicing and securitization income. During the quarter and six month period ended May 31, 2007, the Company had a higher level of outstanding securitization transactions receiving interchange allocations than in the comparable prior-year periods. The decrease in cardmember and other fees was due to a decrease in late payment and overlimit fees, partially offset by higher balance transfer fees, higher transaction processing revenue and higher credit protection revenues. The decrease in merchant, cardmember and other fees, net, in the six month period was primarily due to higher cardmember rewards and a decrease in late payment and overlimit fees, partially offset by higher balance transfer fees and higher credit protection revenues.


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Servicing and Securitization Income. The table below presents the components of servicing and securitization income:


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007		2006
	(dollars in millions)
Merchant, cardmember and other fees, net	$	290	$	264	$	545	$	494
Other revenue		36		17		32		156

Total non-interest revenues		326		281		577		650

Interest revenue		1,013		968		1,932		1,857
Interest expense		411		356		773		666

Net interest income		602		612		1,159		1,191
Provision for consumer loan losses		327		242		614		594

Net credit income		275		370		545		597

Servicing and securitization income	$	601	$	651	$	1,122	$	1,247

Servicing and securitization income decreased 8% and 10% in the quarter and six month period ended May 31, 2007, primarily due to lower net interest income and a higher provision for consumer loan losses, partially offset by higher Merchant, cardmember and other fees, net. The decrease in the six month period also reflected lower Other revenue. The decrease in net interest income in both periods was attributable to a lower net interest spread, partially offset by a higher level of average securitized general purpose credit card loans. The higher provision for consumer loan losses in both periods reflected a higher level of average securitized general purpose credit card loans. The higher provision for consumer loan losses in the quarter was also attributable to a higher rate of net principal charge-offs on the securitized general purpose credit card portfolio. The increase in both periods in Merchant, cardmember and other fees, net, primarily reflected a higher level of outstanding securitization transactions that received interchange allocations. Other revenue for the six month period ended May 31, 2006 benefited from an increase in the fair value of the Company’s retained interests in securitized receivables, primarily resulting from a favorable impact on charge-offs following the enactment of bankruptcy legislation effective in October 2005.

The net proceeds received from general purpose credit card asset securitizations in the six month periods ended May 31, 2007 and 2006 were $5,301 million and $6,613 million, respectively. The credit card asset securitization transactions completed in the six month period ended May 31, 2007 have expected maturities ranging from approximately three to seven years from the date of issuance.

Net Interest Income. Net interest income decreased 5% in the quarter and increased 2% in the six month period ended May 31, 2007. The decrease in the quarter was due to an increase in interest expense, partially offset by an increase in interest revenue. The increase in the six month period was due to an increase in interest income, partially offset by an increase in interest expense. The increase in interest expense in both periods was primarily due to a higher level of average interest bearing liabilities and an increase in the Company’s average cost of borrowings. The increase in interest revenue in both periods was primarily due to an increase in federal funds sold and average owned general purpose credit card loans.


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The following tables present analyses of Discover’s average balance sheets and interest rates for the quarters and six months ended May 31, 2007 and 2006 and changes in net interest income during those periods:

Average Balance Sheet Analysis.


	Three Months Ended May 31,
	2007								2006
	Average Balance			Rate		Interest			Average Balance			Rate		Interest
	(dollars in millions)
ASSETS
Interest earning assets:
General purpose credit card loans	$	21,286		10.56	%	$	567		$	19,664		11.01	%	$	546
Other consumer loans		92		4.95			1			214		7.43			4
Investment securities		87		3.09			1			59		3.97			1
Other		9,846		5.44			135			4,265		5.32			57

Total interest earning assets		31,311		8.92			704			24,202		9.95			608
Allowance for loan losses		(789	)							(785	)
Non-interest earning assets		2,776								2,682

Total assets	$	33,298							$	26,099

LIABILITIES AND SHAREHOLDER’S EQUITY
Interest bearing liabilities:
Interest bearing deposits
Savings	$	4,186		5.32	%	$	56		$	1,579		4.54	%	$	18
Brokered		14,686		5.17			191			10,931		4.55			125
Other time		1,632		4.98			21			1,759		4.49			20

Total interest bearing deposits		20,504		5.18			268			14,269		4.54			163
Other borrowings		4,882		5.55			68			4,689		4.80			57

Total interest bearing liabilities		25,386		5.25			336			18,958		4.60			220
Shareholder’s equity/other liabilities		7,912								7,141


Total liabilities and shareholder’s equity	$	33,298							$	26,099

Net interest income						$	368							$	388

Net interest margin(1)							4.66	%							6.35	%
Interest rate spread(2)				3.67	%							5.35	%

(1)	Net interest margin represents net interest income as a percentage of total interest earning assets.

(2)	Interest rate spread represents the difference between the rate on total interest earning assets and the rate on total interest bearing liabilities.


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Average Balance Sheet Analysis.


	Six Months Ended May 31,
	2007								2006
	Average Balance			Rate		Interest			Average Balance			Rate		Interest
	(dollars in millions)
ASSETS
Interest earning assets:
General purpose credit card loans	$	22,960		10.50	%	$	1,202		$	20,808		10.41	%	$	1,080
Other consumer loans		94		5.76			3			260		7.48			10
Investment securities		83		4.06			2			49		3.86			1
Other		6,452		5.51			177			4,149		5.00			103

Total interest earning assets		29,589		9.38			1,384			25,266		9.48			1,194
Allowance for loan losses		(810	)							(811	)
Non-interest earning assets		2,942								2,423

Total assets	$	31,721							$	26,878

LIABILITIES AND SHAREHOLDER’S EQUITY
Interest bearing liabilities:
Interest bearing deposits
Savings	$	3,824		5.30	%	$	101		$	1,203		4.31	%	$	26
Brokered		12,329		5.12			315			11,655		4.50			262
Other time		1,601		4.91			39			1,771		4.45			39

Total interest bearing deposits		17,754		5.14			455			14,629		4.48			327
Other borrowings		6,050		5.56			168			5,338		4.67			124

Total interest bearing liabilities		23,804		5.25			623			19,967		4.53			451
Shareholder’s equity/other liabilities		7,917								6,911

Total liabilities and shareholder’s equity	$	31,721							$	26,878

Net interest income						$	761							$	743

Net interest margin(1)							5.15	%							5.90	%
Interest rate spread(2)				4.13	%							4.95	%

(1)	Net interest margin represents net interest income as a percentage of total interest earning assets.

(2)	Interest rate spread represents the difference between the rate on total interest earning assets and the rate on total interest bearing liabilities.


		72

Rate/Volume Analysis.


	Three Months Ended May 31, 2007 vs. 2006									Six Months Ended May 31, 2007 vs. 2006
Increase/(Decrease) due to Changes in:	Volume			Rate			Total			Volume			Rate			Total
	(dollars in millions)
Interest Revenue
General purpose credit card loans	$	45		$	(24	)	$	21		$	112		$	10		$	122
Other consumer loans		(2	)		(1	)		(3	)		(6	)		(1	)		(7	)
Investment securities		—			—			—			1			—			1
Other		75			3			78			57			17			74

Total interest revenue		178			(82	)		96			205			(15	)		190

Interest Expense
Interest bearing deposits:
Savings		30			8			38			56			19			75
Brokered		43			23			66			15			38			53
Other time		(1	)		2			1			(4	)		4			—

Total interest bearing deposits		72			33			105			69			59			128
Other borrowings		2			9			11			17			27			44

Total interest expense		74			42			116			87			85			172

Net interest income	$	104		$	(124	)	$	(20	)	$	118		$	(100	)	$	18

Provision for Consumer Loan Losses. The provision for consumer loan losses increased 57% and 40% in the quarter and six month period ended May 31, 2007. The increase in both periods reflected a lower net reduction of reserves as compared with the prior-year periods in addition to an increased net charge-off rate. The net reduction in reserves was $6 million and $45 million in the quarter and six month period ended May 31, 2007, respectively, compared with $21 million and $118 million in the comparable prior-year periods, reflecting a continued trend toward more normalized bankruptcy charge-offs in the U.S. portfolio. In addition, the current quarter included a $16 million increase in reserves related to implementation of higher minimum payment requirements on certain accounts in the U.K.

Delinquencies and Charge-offs. Delinquency rates in the over 30-day category decreased in both the owned and managed portfolio. The 30-day delinquency rate declined from the prior year reflecting lower U.S. delinquencies, partially offset by higher delinquencies in the U.K. Net principal charge-off rates in the quarter were higher in both the owned and managed portfolios. The net charge-off rate increased from the prior year reflecting a trend towards more normalized levels of bankruptcy chargeoffs as compared with record lows a year ago, as well as a more difficult credit environment in the U.K. While the Company expects credit costs to continue to rise, the Company expects charge-off rates to remain relatively low and reach between 4.0% and 4.5% by the end of fiscal 2007.

In response to industry-wide regulatory guidance, the Company has increased minimum payment requirements on certain general purpose credit card loans. Bank regulators have discretion to interpret the guidance or its application, and changes in such guidance or its application by the regulators could impact minimum payment requirements. Increases in minimum payment requirements could negatively impact future levels of general purpose credit card loans and related interest and fee revenue and charge-offs.

The Company’s future charge-off rates and credit quality are subject to uncertainties that could cause actual results to differ materially from what has been discussed above. Factors that influence the provision for consumer loan losses include the level and direction of general purpose credit card loan delinquencies and charge-offs, changes in consumer spending and payment behaviors, bankruptcy trends, regulatory changes or new guidance,


		73

the seasoning of the Company’s general purpose credit card loan portfolio, interest rate movements and their impact on consumer behavior and changes in the Company’s general purpose credit card loan portfolio, including the overall mix of accounts, products and loan balances within the portfolio.

Non-Interest Expenses. Non-interest expenses increased 8% in both the quarter and six month period ended May 31, 2007. Compensation and benefits expense increased 5% in the quarter and was unchanged in the six month period as compared with the prior year period. The quarter and six month period ended May 31, 2007 reflected higher salaries and wages while the six month period ended May 31, 2006 included Discover’s share ($17 million) of the incremental compensation expense related to equity awards to retirement-eligible employees (see “Other Items—Stock Based-Compensation” herein). Excluding compensation and benefits expense, non-interest expenses increased 9% and 12% in the quarter and six month period. Professional services expenses increased 23% and 24% in the quarter and six month period, primarily due to higher legal fees associated with the VISA/MasterCard litigation and costs related to the Discover Spin-off. Other expenses increased 21% in both the quarter and six month period, primarily due to an increase in certain operating expenses, including costs related to the Discover Spin-off and losses associated with cardmember fraud.

Managed General Purpose Credit Card Loan Data. The Company analyzes its financial performance on both a “managed” loan basis and as reported under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) (“owned” loan basis). Managed loan data assume that the Company’s securitized loan receivables have not been sold and present the results of the securitized loan receivables in the same manner as the Company’s owned loans. Discover operates its business and analyzes its financial performance on a managed basis. Accordingly, underwriting and servicing standards are comparable for both owned and securitized loans. The Company believes that managed loan information is useful to investors because it provides information regarding the quality of loan origination and credit performance of the entire managed portfolio and allows investors to understand the related credit risks inherent in owned loans and retained interests in securitizations. In addition, investors often request information on a managed basis, which provides a more meaningful comparison with industry competitors.

The following table provides a reconciliation of owned and managed average loan balances, returns on receivables, interest yields and interest rate spreads for the periods indicated:

Reconciliation of General Purpose Credit Card Loan Data (dollars in millions)


	Three Months Ended May 31,
	2007								2006
	Average Balance		Return on Receivables(1)		Interest Yield		Interest Rate Spread		Average Balance		Return on Receivables(1)		Interest Yield		Interest Rate Spread
General Purpose Credit Card Loans:
Owned	$	21,286	3.86	%	10.56	%	5.31	%	$	19,664	6.83	%	11.01	%	6.41	%
Securitized		29,332	2.80	%	13.69	%	8.14	%		27,643	4.86	%	13.89	%	8.76	%

Managed	$	50,618	1.62	%	12.38	%	6.96	%	$	47,307	2.84	%	12.69	%	7.78	%

(1)	Return on receivables is equal to Discover annualized income divided by average owned, securitized or managed credit card receivables, as applicable.


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	Six Months Ended May 31,
	2007								2006
	Average Balance		Return on Receivables(1)		Interest Yield		Interest Rate Spread		Average Balance		Return on Receivables(1)		Interest Yield		Interest Rate Spread
General Purpose Credit Card Loans:
Owned	$	22,960	3.85	%	10.50	%	5.25	%	$	20,808	6.15	%	10.41	%	5.89	%
Securitized		28,040	3.15	%	13.82	%	8.26	%		26,631	4.80	%	13.98	%	8.97	%

Managed	$	51,000	1.73	%	12.32	%	6.91	%	$	47,439	2.70	%	12.42	%	7.61	%

(1)	Return on receivables is equal to Discover annualized income divided by average owned, securitized or managed credit card receivables, as applicable.

The following tables present a reconciliation of owned and managed general purpose credit card loans and delinquency and net charge-off rates:

Reconciliation of General Purpose Credit Card Loan Asset Quality Data (dollars in millions)


	At May 31,
	2007						2006
	Period End Loans		Delinquency Rates				Period End Loans		Delinquency Rates
	Period End Loans		Over 30 Days		Over 90 Days		Period End Loans		Over 30 Days		Over 90 Days
General Purpose Credit Card Loans:
Owned	$	22,548	2.95	%	1.43	%	$	21,764	2.97	%	1.38	%
Securitized		28,717	3.26	%	1.58	%		26,775	3.56	%	1.65	%

Managed	$	51,265	3.13	%	1.52	%	$	48,539	3.29	%	1.53	%


	Three Months Ended May 31,				Six Months Ended May 31,
	2007		2006		2007		2006
Net Principal Charge-offs
Owned	3.93	%	3.02	%	3.85	%	3.82	%
Securitized	4.46	%	3.50	%	4.38	%	4.46	%
Managed	4.24	%	3.30	%	4.14	%	4.18	%

Net Total Charge-offs (inclusive of interest and fees)
Owned	5.27	%	4.38	%	5.14	%	5.05	%
Securitized	6.25	%	5.02	%	6.20	%	6.38	%
Managed	5.84	%	4.75	%	5.72	%	5.80	%


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Other Items.

Deferred Compensation Plans.

The Company maintains various deferred compensation plans for the benefit of certain employees. Beginning in the quarter ended February 28, 2007, increases or decreases in assets or earnings associated with such plans are reflected in net revenues, and increases or decreases in liabilities associated with such plans are reflected in compensation expense. Previously, the increases or decreases in assets and liabilities associated with these plans were both recorded in net revenues. The amount of the reclassification that was recorded within net revenues was $245 million in the quarter ended February 28, 2007 and $93 million and $187 million for the quarter and six month period ended May 31, 2006. Prior periods have been reclassified to conform to the current presentation.

Stock-Based Compensation.

For stock-based awards issued prior to the adoption of SFAS No. 123R, “Share-Based Payment” (“SFAS No. 123R”) as of December 1, 2004, the Company’s accounting policy for awards granted to retirement-eligible employees was to recognize compensation cost over the service period specified in the award terms. The Company accelerates any unrecognized compensation cost for such awards if and when a retirement-eligible employee leaves the Company.

For fiscal 2005 year-end stock-based compensation awards that were granted to retirement-eligible employees in December 2005, the Company recognized the compensation cost for such awards on the date of grant instead of over the service period specified in the award terms. As a result, the Company recorded non-cash incremental compensation expenses of approximately $395 million in the first quarter of fiscal 2006 for stock-based awards granted to retirement-eligible employees as part of the fiscal 2005 year-end award process and for awards granted to retirement-eligible employees, including new hires, in the first quarter of fiscal 2006. These incremental expenses were included within Compensation and benefits expense and reduced income before taxes within the Institutional Securities ($270 million), Global Wealth Management Group ($80 million), Asset Management ($28 million) and Discover ($17 million) business segments.

Discontinued Operations.

Quilter. On February 28, 2007, the Company sold Quilter, which was formerly included within the Global Wealth Management Group business segment. The results of Quilter are included within discontinued operations for all periods presented through the date of sale. The results for discontinued operations in the quarter ended February 28, 2007 also included a gain of $168 million ($109 million after-tax) on disposition (see Note 15 to the condensed consolidated financial statements).

Discover Spin-off.

On June 30, 2007, the Company completed the Discover Spin-off. The Company distributed all of the outstanding shares of DFS common stock, par value $0.01 per share, to the Company’s stockholders of record as of June 18, 2007. The Company’s stockholders received one share of DFS common stock for every two shares of the Company’s common stock. Stockholders received cash in lieu of fractional shares for amounts less than one full DFS share. The Company has received a tax ruling from the Internal Revenue Service that, based on customary representations and qualifications, the distribution was tax-free to the Company’s stockholders for U.S. federal income tax purposes.


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The Discover Spin-off will allow the Company to focus its efforts on more closely aligned firm-wide strategic priorities within its Institutional Securities, Global Wealth Management Group and Asset Management business segments.

Beginning in the third quarter of fiscal 2007, the results of Discover will be included within discontinued operations for all periods presented.

Business and Other Acquisitions.

Olco Petroleum Group Inc. On December 15, 2006, the Company acquired a 60% equity stake in Olco Petroleum Group Inc. (“Olco”), a petroleum products marketer and distributor based in eastern Canada. Since the acquisition date, the results of Olco have been included within the Institutional Securities business segment.

Saxon Capital, Inc. On December 4, 2006, the Company acquired Saxon, a servicer and originator of residential mortgages. Since the acquisition date, the results of Saxon have been included within the Institutional Securities business segment.

FrontPoint Partners. On December 4, 2006, the Company acquired FrontPoint, a provider of absolute return investment strategies. Since the acquisition date, the results of FrontPoint have been included within the Asset Management business segment.

Coleman Litigation.

In the first quarter of fiscal 2005, the Company recorded a $360 million charge related to the Coleman litigation matter (see Note 8 to the condensed consolidated financial statements). For further information, refer to “Legal Proceedings” in Part II, Item 1 herein, “Legal Proceedings” in Part II, Item I of the Quarterly Report on Form 10-Q for the quarter ended February 28, 2007 and “Legal Proceedings” in Part I, Item 3 of the Form 10-K.

On March 21, 2007, the District Court of Appeal for the Fourth District of Florida (the “Court of Appeal”) issued an opinion reversing the trial court’s award for compensatory and punitive damages and remanding the case to the trial court for entry of a judgment for the Company. On June 4, 2007, the Court of Appeal’s March 21, 2007 opinion became final when the Court of Appeal issued an order denying Coleman (Parent) Holdings Inc.’s (“CPH”) motions for rehearing, rehearing en banc and for certification of certain questions for review by the Florida Supreme Court. On June 11, 2007, the trial court issued an order cancelling the supersedeas bond that the Company had posted. On July 2, 2007 CPH filed a petition with the Florida Supreme Court asking that court to review the Court of Appeal’s decision.

Income Tax Examinations.


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Accounting Developments.

Limited Partnerships. In June 2005, the Financial Accounting Standards Board (“FASB”) ratified the consensus reached in Emerging Issues Task Force (“EITF”) Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF Issue No. 04-5”). Under the provisions of EITF Issue No. 04-5, a general partner in a limited partnership is presumed to control that limited partnership and, therefore, should include the limited partnership in its consolidated financial statements, regardless of the amount or extent of the general partner’s interest unless a simple majority of the limited partners can vote to dissolve or liquidate the partnership or otherwise remove the general partner without having to show cause or the limited partners have substantive participating rights that can overcome the presumption of control by the general partner. EITF Issue No. 04-5 was effective immediately for all newly formed limited partnerships and existing limited partnerships for which the partnership agreements have been modified. For all other existing limited partnerships for which the partnership agreements have not been modified, the Company adopted EITF Issue No. 04-5 on December 1, 2006. The adoption of EITF Issue No. 04-5 on December 1, 2006 did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting for Certain Hybrid Financial Instruments. In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”), which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS No. 133”) and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS No. 140”). SFAS No. 155 permits hybrid financial instruments that contain an embedded derivative that would otherwise require bifurcation to irrevocably be accounted for at fair value, with changes in fair value recognized in the statement of income. The fair value election may be applied on an instrument-by-instrument basis. SFAS No. 155 also eliminates a restriction on the passive derivative instruments that a qualifying special purpose entity may hold. The Company adopted SFAS No. 155 on December 1, 2006. Since SFAS No. 159 incorporates accounting and disclosure requirements that are similar to SFAS No. 155, the Company decided to apply SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), rather than SFAS No. 155, to its fair value elections for hybrid financial instruments. See “Fair Value Option” below.

Accounting for Servicing of Financial Assets. In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140” (“SFAS No. 156”). SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. The standard permits an entity to subsequently measure each class of servicing assets or servicing liabilities at fair value and report changes in fair value in the statement of income in the period in which the changes occur. The Company adopted SFAS No. 156 on December 1, 2006 and has elected to fair value servicing rights held as of the date of adoption. This election did not have a material impact on the Company’s opening balance of Retained earnings as of December 1, 2006. The Company also elected to fair value servicing rights acquired after December 1, 2006.


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Accounting for Uncertainty in Income Taxes. In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in an income tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for the Company as of December 1, 2007. The Company is currently evaluating the potential impact of adopting FIN 48.

Fair Value Measurements. In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. In addition, SFAS No. 157 disallows the use of block discounts for large holdings of unrestricted financial instruments where quoted prices are readily and regularly available in an active market, and nullifies select guidance provided by EITF Issue No. 02-3, “Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities” (“EITF Issue No. 02-3”), which prohibited the recognition of trading gains or losses at the inception of a derivative contract, unless the fair value of such derivative is obtained from a quoted market price, or other valuation technique that incorporates observable market data. SFAS No. 157 also requires the Company to consider its own credit spreads when measuring the fair value of liabilities, including derivatives. Effective December 1, 2006, the Company elected early adoption of SFAS No. 157. In accordance with the provisions of SFAS No. 157 related to block discounts and EITF Issue No. 02-3, the Company recorded a cumulative effect adjustment of approximately $80 million after-tax as an increase to the opening balance of Retained earnings as of December 1, 2006, which was primarily associated with EITF Issue No. 02-3. The impact of considering the Company’s own credit spreads when measuring the fair value of liabilities, including derivatives, did not have a material impact on fair value measurements at the date of adoption. With the adoption of SFAS No. 157, the Company no longer applies the revenue recognition criteria of EITF Issue No. 02-3.

Employee Benefit Plans. In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”). Among other items, SFAS No. 158 requires recognition of the overfunded or underfunded status of an entity’s defined benefit and postretirement plans as an asset or liability in the financial statements and requires the measurement of defined benefit and postretirement plan assets and obligations as of the end of the employer’s fiscal year. SFAS No. 158’s requirement to recognize the funded status in the financial statements is effective for fiscal years ending after December 15, 2006, and its requirement to use the fiscal year-end date as the measurement date is effective for fiscal years ending after December 15, 2008. The Company is currently assessing the impact that SFAS No. 158 will have on its condensed consolidated financial statements.

Fair Value Option. In February 2007, the FASB issued SFAS No. 159. SFAS No. 159 provides a fair value option election that allows companies to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities, with changes in fair value recognized in earnings as they occur. SFAS No. 159 permits the fair value option election on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. Effective December 1, 2006, the Company elected early adoption of SFAS No. 159. As a result of the adoption of SFAS No. 159, the Company recorded a cumulative effect adjustment of approximately $102 million after-tax as an increase to the opening balance of Retained earnings as of December 1, 2006.

Investment Company Accounting. In June 2007, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) 07–1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA “Audit and Accounting Guide Investment Companies” (the “Guide”). SOP 07-1 addresses whether the specialized industry accounting principles of the Guide should be retained by a


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parent company in consolidation. In addition, SOP 07-1 includes certain disclosure requirements for parent companies and equity method investors in investment companies that retain investment company accounting in the parent company’s consolidated financial statements or the financial statements of an equity method investor. SOP 07-1 is effective for the Company as of December 1, 2008. In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 46R-7, “Application of FIN 46R to Investment Companies,” which amends FASB Interpretation No. 46 (revised), “Consolidation of Variable Interest Entities” (“FIN 46R”), to make permanent the temporary deferral of the application of FIN 46R to entities within the scope of the revised audit guide under SOP 07-1. FSP FIN No. 46R-7 is effective upon adoption of SOP 07-1. The Company is currently evaluating the potential impact of adopting SOP 07-1 and FSP FIN 46R-7.

Dividends on Share-Based Payment Awards. In June 2007, the EITF reached consensus on Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF Issue No. 06-11 requires that the tax benefit related to dividend equivalents paid on restricted stock units that are expected to vest be recorded as an increase to additional paid-in capital. The Company currently accounts for this tax benefit as a reduction to its income tax provision. EITF Issue No. 06-11 is to be applied prospectively for tax benefits on dividends declared in fiscal years beginning after December 15, 2007. The Company is currently evaluating the potential impact of adopting EITF Issue No. 06-11.


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Critical Accounting Policies.

The Company’s condensed consolidated financial statements are prepared in accordance with U.S. GAAP, which requires the Company to make estimates and assumptions (see Note 1 to the condensed consolidated financial statements). The Company believes that of its significant accounting policies (see Note 2 to the consolidated financial statements for the fiscal year ended November 30, 2006 included in the Current Report on Form 8-K dated April 10, 2007), the following may involve a higher degree of judgment and complexity.

Fair Value.

Overview. The Company’s financial instruments owned and financial instruments sold, not yet purchased are recorded at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As a result of the Company’s adoption of SFAS No. 159 on December 1, 2006, the Company elected the fair value option for certain instruments. Such instruments included loans and other financial instruments held by subsidiaries that are not registered broker-dealers as defined in the AICPA Audit and Accounting Guide, Brokers and Dealers in Securities, or that are not held by investment companies as defined in the AICPA Audit and Accounting Guide, Investment Companies. A substantial portion of these positions, as well as the financial instruments included within Other secured financings, had been accounted for by the Company at fair value prior to the adoption of SFAS No. 159. Changes in the fair value of these positions are included within Principal transactions—trading revenues in the Company’s condensed consolidated statements of income.

Financial Instruments Used for Trading. Financial instruments owned and Financial instruments sold, not yet purchased, which include cash and derivative products, are recorded at fair value in the condensed consolidated statements of financial condition, and gains and losses are reflected net in Principal transactions—trading revenues in the condensed consolidated statements of income.

In the case of financial instruments transacted on recognized exchanges, the observable prices represent quotations for completed transactions from the exchange on which the financial instrument is principally traded. Also, as a result of the adoption of SFAS No. 157 on December 1, 2006, the Company no longer utilizes block discounts in cases where it has large holdings of unrestricted financial instruments with quoted prices that are readily and regularly available in an active market.

The price transparency of the particular product will determine the degree of judgment involved in determining the fair value of the Company’s financial instruments. Price transparency is affected by a wide variety of factors, including, for example, the type of product, whether it is a new product and not yet established in the marketplace, and the characteristics particular to the transaction. Products for which actively quoted prices or pricing parameters are available or for which fair value is derived from actively quoted prices or pricing parameters will generally have a higher degree of price transparency. By contrast, products that are thinly traded or not quoted will generally have


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reduced to no price transparency. Even in normally active markets, the price transparency for actively quoted instruments may be reduced for periods of time during periods of market dislocation. Alternatively, in thinly quoted markets, the participation of market-makers willing to purchase and sell a product provides a source of transparency for products that otherwise are not actively quoted or during periods of market dislocation. For further information on the observability of the pricing inputs used to determine the fair value of the Company’s financial instruments, see Note 18 to the condensed consolidated financial statements.

The Company’s financial instruments used for trading include both cash and derivative products. Cash products include securities issued by the U.S. government and its agencies, other sovereign debt obligations, certain corporate and other debt securities, corporate equity securities, exchange traded funds and physical commodities. The fair value of these products is based principally on observable market prices or is derived using observable market parameters. These products generally do not entail a significant degree of judgment in determining fair value. Examples of products for which actively quoted prices or pricing parameters are available or for which fair value is derived from actively quoted prices or pricing parameters include securities issued by the U.S. government and its agencies, exchange traded corporate equity securities, most municipal debt securities, most corporate debt securities, most high-yield debt securities, physical commodities, certain tradable loan products and most mortgage-backed securities.

In certain circumstances, principally involving loan products and other financial instruments held for securitization transactions, the Company determines fair value from within the range of bid and ask prices such that fair value indicates the value likely to be realized in a current market transaction. Bid prices reflect the price that the Company and others pay, or stand ready to pay, to originators of such assets. Ask prices represent the prices that the Company and others require to sell such assets to the entities that acquire the financial instruments for purposes of completing the securitization transactions. Generally, the fair value of such acquired assets is based upon the bid price in the market for the instrument or similar instruments. In general, the loans and similar assets are valued at bid pricing levels until structuring of the related securitization is substantially complete and such that the value likely to be realized in a current transaction is consistent with the price that a securitization entity will pay to acquire the financial instruments. Factors affecting securitized value and investor demand relating specifically to loan products include, but are not limited to, loan type, underlying property type and geographic location, loan interest rate, loan to value ratios, debt service coverage ratio, investor demand and credit enhancement levels.

In addition, some cash products exhibit little or no price transparency, and the determination of fair value requires more judgment. Examples of cash products with little or no price transparency include certain high-yield debt, certain collateralized mortgage obligations, certain tradable loan products, distressed debt securities (i.e., securities of issuers encountering financial difficulties, including bankruptcy or insolvency) and equity securities that are not publicly traded. Generally, the fair value of these types of cash products is determined using one of several valuation techniques appropriate for the product, which can include cash flow analysis, revenue or net income analysis, default recovery analysis (i.e., analysis of the likelihood of default and the potential for recovery) and other analyses applied consistently.

The Company’s derivative products include exchange traded and OTC derivatives. Exchange traded derivatives have valuation attributes similar to the cash products valued using observable market prices or market parameters described above. OTC derivatives, whose fair value is derived using pricing models, include a wide variety of instruments, such as interest rate swap and option contracts, foreign currency option contracts, credit and equity swap and option contracts, and commodity swap and option contracts.


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The following table presents the fair value of the Company’s exchange traded and OTC derivatives included within Financial instruments owned and Financial instruments sold, not yet purchased (dollars in millions):


	At May 31, 2007				At November 30, 2006
	Assets		Liabilities		Assets		Liabilities
Exchange traded	$	12,545	$	16,550	$	12,554	$	17,094
OTC		43,916		42,369		42,889		40,397

Total	$	56,461	$	58,919	$	55,443	$	57,491

The fair value of OTC derivative contracts is derived primarily using pricing models, which may require multiple market input parameters. Where appropriate, valuation adjustments are made to account for credit quality and market liquidity. These adjustments are applied on a consistent basis and are based upon observable market data where available. The Company also uses pricing models to manage the risks introduced by OTC derivatives. Depending on the product and the terms of the transaction, the fair value of OTC derivative products can be modeled using a series of techniques, including closed-form analytic formulae, such as the Black-Scholes option pricing model, simulation models or a combination thereof, applied consistently. In the case of more established derivative products, the pricing models used by the Company are widely accepted by the financial services industry. Pricing models take into account the contract terms, including the maturity, as well as market parameters such as interest rates, volatility and the creditworthiness of the counterparty. As a result of the Company’s adoption of SFAS No. 157 on December 1, 2006, the impact of the Company’s own credit spreads are also considered when measuring the fair value of liabilities, including certain OTC derivative contracts.

Prior to the adoption of SFAS No. 157 on December 1, 2006, the Company followed the provisions of EITF Issue No. 02-3 (see “Other Items—Accounting Developments” herein). Under EITF Issue No. 02-3, in the absence of observable market prices or parameters in an active market, observable prices or parameters of other comparable current market transactions, or other observable data supporting a fair value based on a pricing model at the inception of a contract, revenue recognition at the inception of an OTC derivative financial instrument was not permitted. Such revenue was recognized in income at the earlier of when there was market value observability or at the end of the contract period. In the absence of observable market prices or parameters in an active market, observable prices or parameters of other comparable current market transactions, or other observable data supporting a fair value based on a pricing model at the inception of a contract, fair value was based on the transaction price. With the adoption of SFAS No. 157, the Company is no longer applying the revenue recognition criteria of EITF Issue No. 02-3.

Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgment, and the pricing inputs are observed from actively quoted markets, as is the case for generic interest rate swap and option contracts. A substantial majority of OTC derivative products valued by the Company using pricing models fall into this category. Other derivative products, typically the newest and most complex products, will require more judgment in the implementation of the modeling technique applied due to the complexity of the modeling assumptions and the reduced price transparency surrounding the model’s market parameters. The Company manages its market exposure for OTC derivative products primarily by entering into offsetting derivative contracts or other related financial instruments. The Company’s trading divisions, the Financial Control Department and the Market Risk Department continuously monitor the price changes of the OTC derivatives in relation to the offsetting positions. For a further discussion of the price transparency of the Company’s OTC derivative products, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Credit Risk” in Part II, Item 7A of the Form 10-K.

Investment Activities. Substantially all equity and debt investments purchased in connection with private equity and other investment activities are recorded at fair value and are included within Financial instruments owned—Investments in the condensed consolidated statements of financial condition, and gains and losses are primarily reflected in Principal transactions—investment revenues. The carrying value of such investments


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reflects expected exit values based upon appropriate valuation techniques applied on a consistent basis. Such techniques employ various market, income and cost approaches to determine fair value at the measurement date. The Company’s partnership interests are included within Financial instruments owned—Investments in the condensed consolidated statements of financial condition and are recorded based upon changes in the fair value of the underlying partnership’s net assets.

Fair Value Control Processes. The Company employs control processes to validate the fair value of its financial instruments, including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable market prices or market-based parameters wherever possible. In the event that market prices or parameters are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and that the assumptions are reasonable. These control processes include reviews of the pricing model’s theoretical soundness and appropriateness by Company personnel with relevant expertise who are independent from the trading desks. Additionally, groups independent from the trading divisions within the Financial Control and Market Risk Departments participate in the review and validation of the fair values generated from pricing models, as appropriate. Where a pricing model is used to determine fair value, recently executed comparable transactions and other observable market data are considered for purposes of validating assumptions underlying the model. Consistent with market practice, the Company has individually negotiated agreements with certain counterparties to exchange collateral (“margining”) based on the level of fair values of the derivative contracts they have executed. Through this margining process, one party or both parties to a derivative contract provides the other party with information about the fair value of the derivative contract to calculate the amount of collateral required. This sharing of fair value information provides additional support of the Company’s recorded fair value for the relevant OTC derivative products. For certain OTC derivative products, the Company, along with other market participants, contributes derivative pricing information to aggregation services that synthesize the data and make it accessible to subscribers. This information is then used to evaluate the fair value of these OTC derivative products. For more information regarding the Company’s risk management practices, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management” in Part II, Item 7A of the Form 10-K.

Allowance for Consumer Loan Losses.

The allowance for consumer loan losses in the Company’s Discover business is established through a charge to the provision for consumer loan losses. Provisions are made to reserve for estimated losses in outstanding loan balances. The allowance for consumer loan losses is a significant estimate that represents management’s estimate of probable losses inherent in the consumer loan portfolio. The allowance for consumer loan losses is primarily applicable to the owned homogeneous consumer credit card loan portfolio and is evaluated quarterly for adequacy.

In estimating the allowance for consumer loan losses, the Company uses a systematic and consistently applied approach. This process starts with a migration analysis (a technique used to estimate the likelihood that a consumer loan will progress through the various stages of delinquency and ultimately charge-off) of delinquent and current consumer credit card accounts in order to determine the appropriate level of the allowance for consumer loan losses. The migration analysis considers uncollectible principal, interest and fees reflected in consumer loans. In evaluating the adequacy of the allowance for consumer loan losses, management also considers factors that may impact credit losses, including current economic conditions, recent trends in delinquencies and bankruptcy filings, account collection management, policy and regulatory changes, account seasoning, loan volume and amounts, payment rates and forecasting uncertainties. A provision for consumer loan losses is charged against earnings to maintain the allowance for consumer loan losses at an appropriate level. The use of different estimates or assumptions could produce different provisions for consumer loan losses (see “Discover—Provision for Consumer Loan Losses” herein).


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Legal, Regulatory and Tax Contingencies.

In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the issuers that would otherwise be the primary defendants in such cases are bankrupt or in financial distress.

The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business, including, among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. The number of these reviews, investigations and proceedings has increased in recent years with regard to many firms in the financial services industry, including the Company.

Reserves for litigation and regulatory proceedings are generally determined on a case-by-case basis and represent an estimate of probable losses after considering, among other factors, the progress of each case, prior experience and the experience of others in similar cases, and the opinions and views of internal and external legal counsel. Given the inherent difficulty of predicting the outcome of such matters, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot predict with certainty the loss or range of loss, if any, related to such matters, how such matters will be resolved, when they will ultimately be resolved or what the eventual settlement, fine, penalty or other relief, if any, might be.

The Company is subject to the income and indirect tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in which the Company has significant business operations. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. The Company must make judgments and interpretations about the application of these inherently complex tax laws when determining the provision for income taxes and the expense for indirect taxes and must also make estimates about when in the future certain items affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be settled with the taxing authority upon examination or audit. The Company regularly assesses the likelihood of assessments in each of the taxing jurisdictions resulting from current and subsequent years’ examinations, and tax reserves are established as appropriate.

The Company establishes reserves for potential losses that may arise out of litigation, regulatory proceedings and tax audits to the extent that such losses are probable and can be estimated in accordance with SFAS No. 5, “Accounting for Contingencies” (“SFAS No. 5”). Once established, reserves are adjusted when there is more information available or when an event occurs requiring a change. Significant judgment is required in making these estimates, and the actual cost of a legal claim, tax assessment or regulatory fine/penalty may ultimately be materially different from the recorded reserves, if any.

See Notes 8 and 17 to the condensed consolidated financial statements for additional information on legal proceedings and income tax examinations.

Special Purpose Entities.

The Company enters into a variety of transactions with special purpose entities (“SPE”), primarily in connection with securitization activities. The Company engages in securitization activities related to commercial and residential mortgage loans, U.S. agency collateralized mortgage obligations, corporate bonds and loans, municipal bonds, credit card loans and other types of financial instruments. In most cases, these SPEs are deemed to be variable interest entities (“VIE”). Unless a VIE is determined to be a qualifying special purpose entity


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(“QSPE”), the Company is required under accounting guidance to perform an analysis of each VIE at the date upon which the Company becomes involved with it to determine whether the Company is the primary beneficiary of the VIE, in which case the Company must consolidate the VIE. QSPEs are not consolidated. The determination of whether an SPE meets the accounting requirements of a QSPE requires significant judgment, particularly in evaluating whether the permitted activities of the SPE are significantly limited and in determining whether derivatives held by the SPE are passive and nonexcessive. In addition, the analysis involved in determining whether an entity is a VIE, and in determining the primary beneficiary of a VIE, also requires significant judgment.


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Liquidity and Capital Resources.

The Company’s senior management establishes the overall liquidity and capital policies of the Company. Through various risk and control committees, the Company’s senior management reviews business performance relative to these policies, monitors the availability of alternative sources of financing, and oversees the liquidity and interest rate and currency sensitivity of the Company’s asset and liability position. These committees, along with the Company’s Treasury Department and other control groups, also assist in evaluating, monitoring and controlling the impact that the Company’s business activities have on its condensed consolidated balance sheet, liquidity and capital structure, thereby helping to ensure that its business activities are integrated with the Company’s liquidity and capital policies.

The Company’s liquidity and funding risk management policies are designed to mitigate the potential risk that the Company may be unable to access adequate financing to service its financial obligations when they come due without material, adverse franchise or business impact. The key objectives of the liquidity and funding risk management framework are to support the successful execution of the Company’s business strategies while ensuring ongoing and sufficient liquidity through the business cycle and during periods of financial distress. The principal elements of the Company’s liquidity framework are the cash capital policy, the liquidity reserve and stress testing through the contingency funding plan. Comprehensive financing guidelines (collateralized funding, long-term funding strategy, surplus capacity, diversification, staggered maturities and committed credit facilities) support the Company’s target liquidity profile.

For a more detailed summary of the Company’s Liquidity and Capital Policies and funding sources, including committed credit facilities and off-balance sheet funding, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in Part II, Item 7 of the Form 10-K.

The Balance Sheet.

The Company monitors and evaluates the composition and size of its balance sheet. Given the nature of the Company’s market-making and customer financing activities, the size of the balance sheet fluctuates from time to time. A substantial portion of the Company’s total assets consists of highly liquid marketable securities and short-term receivables arising principally from its Institutional Securities sales and trading activities. The highly liquid nature of these assets provides the Company with flexibility in financing and managing its business.

The Company’s total assets increased to $1,199,993 million at May 31, 2007 from $1,121,192 million at November 30, 2006. The increase was primarily due to increases in financial instruments owned (largely driven by increases in corporate and other debt and corporate equities) and securities received as collateral, partially offset by a decrease in securities borrowed and securities purchased under agreements to resell.

Within the sales and trading related assets and liabilities are transactions attributable to securities financing activities. Securities financing assets and liabilities as of May 31, 2007 were $669 billion and $654 billion, respectively. Securities financing transactions include repurchase and resale agreements, securities borrowed and loaned transactions, securities received as collateral and obligation to return securities received, customer receivables/payables and related segregated customer cash.

Securities financing assets and liabilities include matched book transactions with minimal market, credit and/or liquidity risk. These matched book transactions are to accommodate customers, as well as to obtain securities for the settlement and finance of inventory positions. The customer receivable/payable portion of the securities financing transactions includes customer margin loans, collateralized by customer owned securities, and customer cash, which is segregated in order to satisfy regulatory requirements. The Company’s exposure on these transactions is limited by collateral maintenance policies, which limits the Company’s credit exposure to customers.


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Balance sheet leverage ratios are one indicator of capital adequacy when viewed in the context of a company’s overall liquidity and capital policies. The Company views the adjusted leverage ratio as a more relevant measure of financial risk when comparing financial services firms and evaluating leverage trends. The Company has adopted a definition of adjusted assets that excludes certain self-funded assets considered to have minimal market, credit and/or liquidity risk. These low-risk assets generally are attributable to the Company’s matched book and securities lending businesses. Adjusted assets are calculated by reducing gross assets by aggregate resale agreements and securities borrowed less non-derivative short positions and assets recorded under certain provisions of SFAS No. 140 and FIN 46R. Gross assets are also reduced by the full amount of cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements. The adjusted leverage ratio reflects the deduction from shareholders’ equity of the amount of equity used to support goodwill and intangible assets (as the Company does not view this amount of equity as available to support its risk capital needs). In addition, the Company views junior subordinated debt issued to capital trusts as a component of its capital base given the inherent characteristics of the securities. These characteristics include the long-dated nature (e.g., some have final maturity at issuance of 30 years extendible at the Company’s option by a further 19 years, others have a 60-year final maturity at issuance), the Company’s ability to defer coupon interest for up to 20 consecutive quarters and the subordinated nature of the obligations in the capital structure. The Company also receives rating agency equity credit for these securities.


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The following table sets forth the Company’s total assets, adjusted assets and leverage ratios as of May 31, 2007 and November 30, 2006 and for the average month-end balances during the quarter and six month period ended May 31, 2007:


	Balance at						Average Month-End Balance(1)
	May 31, 2007			November 30, 2006			For the Quarter Ended May 31, 2007			For the Six Month Period Ended May 31, 2007
	(dollars in millions, except ratio data)
Total assets	$	1,199,993		$	1,121,192		$	1,230,345		$	1,201,003
Less: Securities purchased under agreements to resell		(144,051	)		(175,787	)		(173,354	)		(179,419	)
Securities borrowed		(252,213	)		(299,631	)		(292,666	)		(296,144	)
Add: Financial instruments sold, not yet purchased		166,549			183,119			172,203			170,251
Less: Derivative contracts sold, not yet purchased		(58,919	)		(57,491	)		(53,499	)		(53,216	)

Subtotal		911,359			771,402			883,029			842,475
Less: Cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements(2)		(47,114	)		(29,565	)		(41,776	)		(36,879	)
Assets recorded under certain provisions of SFAS No. 140 and FIN 46R		(155,692	)		(100,236	)		(139,826	)		(126,821	)
Goodwill and net intangible assets(3)		(4,132	)		(3,443	)		(4,167	)		(4,083	)

Adjusted assets	$	704,421		$	638,158		$	697,260		$	674,692

Common equity	$	38,411		$	34,264		$	37,381		$	36,391
Preferred equity		1,100			1,100			1,100			1,100

Shareholders’ equity		39,511			35,364			38,481			37,491
Junior subordinated debt issued to capital trusts		4,874			4,884			4,877			4,880

Subtotal		44,385			40,248			43,358			42,371
Less: Goodwill and net intangible assets(3)		(4,132	)		(3,443	)		(4,167	)		(4,083	)

Tangible shareholders’ equity	$	40,253		$	36,805		$	39,191		$	38,288

Leverage ratio(4)		29.8x			30.5x			31.4x			31.4x

Adjusted leverage ratio(5)		17.5x			17.3x			17.8x			17.6x

(1)	Average balances for the second quarter of fiscal 2007 were calculated based upon month-end balances from February 2007 through May 2007. Average balances for the six month period ended May 31, 2007 were calculated based upon month-end balances from November 2006 through May 2007.

(2)

In the second quarter of fiscal 2007, the adjusted assets calculation was revised in order to reduce gross assets by the full amount of cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements. All prior periods have been restated to conform with the current presentation.

(3)	Effective December 1, 2006, mortgage servicing rights have been included in net intangible assets. Amounts as of November 30, 2006 have been reclassified to conform with the current presentation.

(4)	Leverage ratio equals total assets divided by tangible shareholders’ equity.

(5)	Adjusted leverage ratio equals adjusted assets divided by tangible shareholders’ equity.


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Activity in the Six Month Period Ended May 31, 2007.

The Company’s total capital consists of shareholders’ equity, long-term borrowings (debt obligations scheduled to mature in more than 12 months) and junior subordinated debt issued to capital trusts. At May 31, 2007, total capital was $187,250 million, an increase of $25,116 million from November 30, 2006. The Company redeemed all $66 million of its outstanding Capital Units on February 28, 2007.

During the six month period ended May 31, 2007, the Company issued senior notes with a carrying value at quarter-end aggregating $41.1 billion, including non-U.S. dollar currency notes aggregating $18.6 billion. In connection with the note issuances, the Company has entered into certain transactions to obtain floating interest rates based primarily on short-term London Interbank Offered Rates (“LIBOR”) trading levels. At May 31, 2007, the aggregate outstanding principal amount of the Company’s Senior Indebtedness (as defined in the Company’s senior debt indentures) was approximately $193 billion (including guaranteed obligations of the indebtedness of subsidiaries). The weighted average maturity of the Company’s long-term borrowings, based upon stated maturity dates, was approximately 5.6 years at May 31, 2007.

During the six month period ended May 31, 2007, the Company purchased approximately $2.6 billion of its common stock (approximately 33 million shares) through open market purchases at an average cost of $79.57 (see also “Unregistered Sales of Equity Securities and Use of Proceeds” in Part II, Item 2). In December 2006, the Company announced that its Board of Directors had authorized the repurchase of up to $6 billion of the Company’s outstanding common stock. This share repurchase authorization considers, among other things, business segment capital needs, as well as equity-based compensation and benefit plan requirements. The Company expects to exercise the authorization over 12-18 months at prices the Company deems appropriate, subject to its unallocated capital position, market conditions and regulatory considerations. As of May 31, 2007, the Company had $3.4 billion remaining under its current share repurchase authorization.

Economic Capital.

The Company uses an economic capital model to determine the amount of equity capital needed to support the risk of its business activities and to ensure that the Company remains adequately capitalized. The Company calculates economic capital on a going-concern basis, which is defined as the amount of capital needed to run the business through the business cycle and satisfy the requirements of regulators, rating agencies and the market. Economic capital allocations are evaluated by benchmarking to similarly rated peer firms by business segment. The Company believes this methodology provides an indication of the appropriate level of capital for each business segment as if each were an independent operating entity.

Economic capital requirements are allocated to each business segment and are sub-allocated to product lines as appropriate. This process is intended to align equity capital with the risks in each business, provide business managers with tools for measuring and managing risk, and allow senior management to evaluate risk-adjusted returns (such as return on equity and shareholder value added) to facilitate resource allocation decisions.

The Company’s methodology is based on a going-concern approach that assigns equity to each business based on regulatory capital usage plus additional capital for stress losses, including principal investment risk. Regulatory capital, including additional capital assigned for goodwill and intangible assets, is a minimum requirement to ensure the Company’s access to funding and credibility in the market. The Company believes it must be able to sustain stress losses and maintain capital substantially above regulatory minimums while supporting ongoing business activities. The difference between the Company’s consolidated book equity and aggregate equity requirements denotes the Company’s unallocated capital position, which is not currently reflected in business segment performance metrics.

The Company assesses stress loss capital across various dimensions of market, credit, business and operational risks. Stress losses are defined at the 90% to 95% confidence interval in order to capture worst potential losses in 10 to 20 years. Stress loss calculations are tangible and transparent and avoid reliance on extreme loss statistical models.


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Market risk scenarios capture systematic, idiosyncratic and random market risk through the use of internal market stress data. Credit risk is included in the form of idiosyncratic counterparty default events. Business risk incorporates earnings volatility due to variability in revenue flows, with estimates on the mix of fixed versus variable expenses at various points in the business cycle. Operational stress losses primarily reflect legal risk across the Company.

The Company may enhance the economic capital model and allocation methodology over time in response to changes in the business and regulatory environment to ensure that the model continues to reflect the risks inherent in the Company’s business activities and to reflect changes in the drivers of the level and cost of required capital.

In the quarter and six month period ended May 31, 2007, economic capital requirements have been met by regulatory Tier 1 equity (including common shareholders’ equity, certain preferred stock, eligible hybrid capital instruments and deductions of goodwill and certain intangible assets and deferred tax assets), subject to regulatory limits.

The following table presents the Company’s allocated average Tier 1 equity (“economic capital”) for the quarter and six month period ended May 31, 2007 and average common equity for the quarters and six month periods ended May 31, 2007 and 2006:


	Three Months Ended May 31,						Six Months Ended May 31,
	2007				2006		2007				2006
	Average Tier 1 equity		Average common equity		Average common equity		Average Tier 1 equity		Average common equity		Average common equity
	(dollars in billions)
Institutional Securities	$	23.7	$	22.8	$	17.9	$	22.4	$	21.4	$	16.9
Global Wealth Management Group		1.5		1.6		3.1		1.5		1.7		3.2
Asset Management		2.7		3.4		2.3		2.5		3.2		2.2

Securities business		27.9		27.8		23.3		26.4		26.3		22.3

Discover		4.5		5.3		5.0		4.6		5.4		4.8
Unallocated capital		4.2		4.2		2.6		4.6		4.6		3.0

Total—continuing operations		36.6		37.3		30.9		35.6		36.3		30.1
Discontinued operations		—		0.1		0.2		—		0.1		0.2

Consolidated	$	36.6	$	37.4	$	31.1	$	35.6	$	36.4	$	30.3

The increase in economic capital allocated to Institutional Securities from the prior year periods reflects the increased risk profile that has resulted from the Company’s decisions to invest in key businesses. The Company expects this growth to continue, provided market opportunities continue to warrant such investments. The decrease in the economic capital allocated to Global Wealth Management Group was due to the Company’s reassessment of the amount of capital required to support the market risks and credit risks in Global Wealth Management Group. The incremental equity capital allocated to Asset Management and Discover represents primarily capital required for acquisitions and seed investments and increased managed receivables, respectively. The $1.6 billion of incremental unallocated capital under the Tier 1 equity methodology is primarily due to the inclusion of eligible hybrid capital instruments, which is partially offset by the inclusion of certain deferred tax assets.

The Company currently anticipates that unallocated capital will be used for organic growth, additional acquisitions and other capital needs, including repurchases of common stock.

During fiscal 2007, the Company’s shareholders’ equity has been affected by the adoption of SFAS No. 157 and SFAS No. 159 (see “Other Items—Accounting Developments” herein).


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Liquidity Management Policies.

The primary goal of the Company’s liquidity management and financing activities is to ensure adequate funding over a wide range of market environments. Given the highly liquid nature of the Company’s balance sheet, funding requirements are largely fulfilled through the use of collateralized financing. The Company has centralized management of credit-sensitive unsecured funding sources in the Treasury Department. The Company maintains a liquidity management framework in order to meet target liquidity requirements and withstand a contraction in credit availability. The framework components include the Contingency Funding Plan, Liquidity Reserve and Cash Capital.

Contingency Funding Plan. The Company maintains a Contingency Funding Plan to manage a potential prolonged liquidity contraction over a one-year time period and to provide the ability to conduct business in an orderly manner. The Contingency Funding Plan sets forth a course of action to ensure effective management of a liquidity event. Liquidity risk exposures are regularly evaluated and reported to the Firm Risk Committee and appropriate business segment risk committees.

Liquidity Reserve. The Company seeks to maintain liquidity reserves to meet daily funding needs and strategic liquidity targets as outlined in the Contingency Funding Plan. Contingency Funding Plans are produced on a parent, bank subsidiary and non-bank subsidiary level. The adequacy of the liquidity reserves are continually assessed and determined based on regular updates to the contingency funding plans.

These liquidity reserves are held in the form of cash deposits with banks and pools of unencumbered securities, which are managed on a global basis. The Company believes that diversifying the form in which its liquidity reserves (cash and securities) are maintained enhances its ability to quickly and efficiently source funding in a stressed environment. The table below summarizes the Company’s liquidity reserves on a parent, bank subsidiary and non-bank subsidiary level. The liquidity held on the bank and non-bank subsidiary level is generally not available to the parent.


			Average Balance
Liquidity Reserve	At May 31, 2007		For the Quarter Ended May 31, 2007		For the Six Month Period Ended May 31, 2007
	(dollars in billions)
Parent	$	42	$	38	$	42
Bank subsidiaries		18		17		12
Discover Bank		7		6		3
Non-bank subsidiaries		14		13		12

Total	$	81	$	74	$	69

Cash Capital. The Company maintains a Cash Capital Policy to ensure the funding of its balance sheet while repaying financial obligations maturing within the next 12 months without issuing new unsecured debt. The Company attempts to achieve this by maintaining sufficient cash capital (long-term debt and equity capital) to finance illiquid assets and the portion of its securities inventory that is not expected to be financed on a secured basis in a credit-stressed environment.

Committed Credit Facilities.

The maintenance of committed credit facilities serves to further diversify the Company’s funding sources. The Company values committed credit as a secondary component of its liquidity management framework. The committed credit facilities include a diversification of lenders to the Company covering geographic regions, including North America, Europe and Asia.

During the quarter ended May 31, 2007, the Company restructured the Morgan Stanley and Morgan Stanley Japan Securities Co., Ltd. (“MSJS”) Committed Revolving Credit Facility. The Company now maintains a senior revolving credit agreement with a group of banks to support general liquidity needs, including the issuance of


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commercial paper, which consists of three separate tranches: a U.S. dollar tranche; a Japanese yen tranche; and a multicurrency tranche available in both euro and sterling, all of which exist with the Company as the sole borrower (MSJS was removed as an eligible borrower). Under this combined facility (the “Credit Facility”), the banks are committed to provide up to $7.6 billion under the U.S. dollar tranche, 80 billion Japanese yen under the Japanese yen tranche and $3.25 billion under the multicurrency tranche. At May 31, 2007, the Company had a $16.5 billion consolidated stockholders’ equity surplus as compared with the Credit Facility’s covenant requirement.

The Company anticipates that it may utilize the Credit Facility for short-term funding from time to time. The Company does not believe that any of the covenant requirements in its Credit Facility will impair its ability to obtain funding under the Credit Facility, pay its current level of dividends or obtain loan arrangements, letters of credit and other financial guarantees or other financial accommodations. At May 31, 2007, no borrowings were outstanding under the Credit Facility.

Credit Ratings.

The Company’s reliance on external sources to finance a significant portion of its day-to-day operations makes access to global sources of financing important. The cost and availability of unsecured financing generally are dependent on the Company’s short-term and long-term credit ratings. Factors that are significant to the determination of the Company’s credit ratings or that otherwise affect its ability to raise short-term and long-term financing include the Company’s level and volatility of earnings, relative positions in the markets in which it operates, geographic and product diversification, retention of key personnel, risk profile, risk management policies, cash liquidity, capital structure, corporate lending credit risk, and legal and regulatory developments. A deterioration in any of the previously mentioned factors or combination of these factors may lead rating agencies to downgrade the credit ratings of the Company, thereby increasing the cost to the Company in obtaining unsecured funding. In addition, the Company’s debt ratings can have a significant impact on certain trading revenues, particularly in those businesses where longer term counterparty performance is critical, such as OTC derivative transactions, including credit derivatives and interest rate swaps.

In connection with certain OTC trading agreements and certain other agreements associated with the Institutional Securities business, the Company would be required to provide additional collateral to certain counterparties in the event of a downgrade by either Moody’s Investors Service or Standard & Poor’s. At May 31, 2007, the amount of additional collateral that would be required in the event of a one-notch downgrade of the Company’s senior debt credit rating was approximately $727 million. Of this amount, $622 million relates to bilateral arrangements between the Company and other parties where upon the downgrade of one party, the downgraded party must deliver incremental collateral to the other. These bilateral downgrade arrangements are a risk management tool used extensively by the Company as credit exposures are reduced if counterparties are downgraded.


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As of June 30, 2007, the Company’s credit ratings were as follows:


	Commercial Paper	Senior Debt
Dominion Bond Rating Service Limited	R-1 (middle)	AA (low)
Fitch Ratings(1)	F1+	AA-
Moody’s Investors Service	P-1	Aa3
Rating and Investment Information, Inc.	a-1+	AA
Standard & Poor’s(2)	A-1	A+

(1)	On December 19, 2006, Fitch Ratings changed the outlook on the Company’s senior debt ratings from Stable to Negative.

(2)	On October 27, 2006, Standard & Poor’s changed the outlook on the Company’s senior debt ratings from Stable to Positive.

Commitments.

The Company’s commitments associated with outstanding letters of credit, other financial guarantees, investment activities, and corporate lending and financing commitments as of May 31, 2007 are summarized below by period of expiration. Since commitments associated with letters of credit, other financial guarantees, and corporate lending and financing arrangements may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements:


	Years to Maturity
	Less than 1		1-3		3-5		Over 5		Total
	(dollars in millions)
Letters of credit and other financial guarantees(1)	$	11,876	$	—	$	—	$	—	$	11,876
Investment activities		237		73		3		603		916
Investment grade corporate lending commitments(2)		10,733		7,661		21,856		5,078		45,328
Non-investment grade corporate lending commitments(2)		6,722		1,333		7,139		19,566		34,760
Commitments for secured lending transactions(3)		8,246		5,337		800		2,609		16,992
Commitments to purchase mortgage loans(4)		1,062		—		—		—		1,062
Commitments to originate mortgage loans(5)		628		—		—		—		628
Other commitments(6)		842		297		23		—		1,162

Total(7)	$	40,346	$	14,701	$	29,821	$	27,856	$	112,724

(1)	This amount represents the Company’s outstanding letters of credit and other financial guarantees, which are primarily used to satisfy various collateral requirements.

(2)

The Company’s investment grade and non-investment grade lending commitments are made in connection with corporate lending and other business activities. Credit ratings for commitments are determined by the Company’s Institutional Credit Department using methodologies generally consistent with those employed by external rating agencies. Credit ratings of BB+ or lower are considered non-investment grade.

(3)	This amount represents lending commitments extended by the Company to companies that are secured by assets of the borrower. Loans made under these arrangements typically are at variable rates and generally provide for over-collateralization based upon the creditworthiness of the borrower.

(4)	This amount represents the Company’s forward purchase contracts involving mortgage loans.

(5)	This amount represents residential mortgage loan commitments to individuals.

(6)	This amount includes commercial loan commitments to small businesses and commitments related to securities-based lending activities.

(7)	See Note 8 to the condensed consolidated financial statements.

The table above does not include commitments to extend credit for consumer loans of approximately $269 billion. Such commitments arise primarily from agreements with customers for unused lines of credit on certain credit cards, provided there is no violation of conditions established in the related agreement. These commitments, substantially all of which the Company can terminate at any time and which do not necessarily represent future cash requirements, are periodically reviewed based on account usage and customer creditworthiness. As a result of the completion of the Discover Spin-off, the Company will no longer have these


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commitments. In addition, in the ordinary course of business, the Company guarantees the debt and/or certain trading obligations (including obligations associated with derivatives, foreign exchange contracts and the settlement of physical commodities) of certain subsidiaries. These guarantees generally are entity or product specific and are required by investors or trading counterparties. The activities of the subsidiaries covered by these guarantees (including any related debt or trading obligations) are included in the Company’s condensed consolidated financial statements.

At May 31, 2007, the Company had commitments to enter into reverse repurchase and repurchase agreements of approximately $118 billion and $77 billion, respectively.

Regulatory Requirements.


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Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Market Risk.

The Company uses Value-at-Risk (“VaR”) as one of a range of risk management tools. VaR values should be interpreted in light of the method’s strengths and limitations. A small proportion of market risk generated by trading positions is not included in VaR, and the modeling of the risk characteristics of some positions relies upon approximations that, under certain circumstances, could produce significantly different VaR results from those produced using more precise measures. For a further discussion of the Company’s VaR methodology and its limitations, and the Company’s risk management policies and control structure, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management” in Part II, Item 7A of the Form 10-K.

The tables below present the following: the Company’s quarter-end Aggregate (Trading and Non-trading), Trading, and Non-trading VaR (see Table 1 below); the Company’s quarterly average, high, and low Trading VaR (see Table 2 below); and the VaR statistics that would result if the Company were to adopt alternative parameters for its calculations, such as the reported confidence level (95% vs. 99%) for the VaR statistic or a shorter historical time series (four years vs. one year) of market data upon which it bases its simulations (see Table 3 below). Aggregate Trading and Non-trading VaR incorporates certain non-trading positions that are not included in Trading VaR; these include (a) the funding liabilities related to institutional trading positions and (b) public-company equity positions recorded as investments by the Company. Investments made by the Company that are not publicly traded are not reflected in the VaR results below. Aggregate Trading and Non-trading VaR also excludes certain funding liabilities primarily related to fixed and other non-trading assets. As of May 31, 2007, the notional amount of funding liabilities related to non-trading assets (including office facilities and other equipment, goodwill, deferred tax assets, and intangible assets) was approximately $7.8 billion, with a duration of approximately 11.0 years.

The table below presents 95%/one-day VaR for each of the Company’s primary risk exposures and on an aggregate basis at May 31, 2007, February 28, 2007 and November 30, 2006.


	Aggregate (Trading and Non-trading)						Trading						Non-trading
Table 1: 95% Total VaR	95%/One-Day VaR at						95%/One-Day VaR at						95%/One-Day VaR at
Primary Market Risk Category	May 31, 2007		February 28, 2007		November 30, 2006		May 31, 2007		February 28, 2007		November 30, 2006		May 31, 2007		February 28, 2007		November 30, 2006
	(dollars in millions)
Interest rate and credit spread	$	47	$	37	$	41	$	42	$	38	$	38	$	15	$	11	$	13
Equity price		53		42		58		50		39		55		8		6		5
Foreign exchange rate		18		13		9		18		13		9		1		—		—
Commodity price		33		36		31		33		36		31		—		—		—

Subtotal		151		128		139		143		126		133		24		17		18
Less diversification benefit(1)		58		50		50		57		50		48		5		4		3

Total VaR	$	93	$	78	$	89	$	86	$	76	$	85	$	19	$	13	$	15

(1)

Diversification benefit equals the difference between Total VaR and the sum of the VaRs for the four risk categories. This benefit arises because the simulated one-day losses for each of the four primary market risk categories occur on different days; similar diversification benefits also are taken into account within each category.

The Company’s Aggregate VaR and Trading VaR at May 31, 2007 were $93 million and $86 million, respectively, compared with $78 million and $76 million, respectively, at February 28, 2007. The increase in Aggregate VaR and Trading VaR was primarily driven by increases in interest rate and credit spread and equity exposures toward the end of the quarter.


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The Company views average Trading VaR over a period of time as more representative of trends in the business than VaR at any single point in time. Table 2 below, which presents the high, low and average 95%/one-day Trading VaR during the quarters ended May 31, 2007, February 28, 2007 and November 30, 2006, represents substantially all of the Company’s trading activities. Certain market risks included in the year-end Aggregate VaR discussed above are excluded from these measures (e.g., equity price risk in public company equity positions recorded as investments by the Company and certain funding liabilities related to trading positions).

Average Trading VaR for the quarter ended May 31, 2007 decreased to $81 million from $90 million for the quarter ended February 28, 2007, primarily driven by a decrease in commodity price VaR. The decrease in commodity price VaR was predominately driven by decreased exposure to petroleum products.


Table 2: 95% High/Low/Average Trading VaR	Daily 95%/One-Day VaR for the Quarter Ended May 31, 2007						Daily 95%/One-Day VaR for the Quarter Ended February 28, 2007						Daily 95%/One-Day VaR for the Quarter Ended November 30, 2006
Primary Market Risk Category	High		Low		Average		High		Low		Average		High		Low		Average
	(dollars in millions)
Interest rate and credit spread	$	50	$	34	$	40	$	46	$	36	$	39	$	40	$	29	$	34
Equity price		53		35		44		53		37		45		55		24		32
Foreign exchange rate		21		11		16		19		10		15		23		8		12
Commodity price		40		31		34		48		28		40		35		26		30
Trading VaR	$	92	$	69	$	81	$	99	$	76	$	90	$	85	$	49	$	61

VaR Statistics Under Varying Assumptions. VaR statistics are not readily comparable across firms because of differences in the breadth of products included in each firm’s VaR model, in the statistical assumptions made when simulating changes in market factors, and in the methods used to approximate portfolio revaluations under the simulated market conditions. These differences can result in materially different VaR estimates for similar portfolios. As a result, VaR statistics are more reliable and relevant when used as indicators of trends in risk taking within a firm rather than as a basis for inferring differences in risk taking across firms. Table 3 below presents the VaR statistics that would result if the Company were to adopt alternative parameters for its calculations, such as the reported confidence level (95% versus 99%) for the VaR statistic or a shorter historical time series (four years versus one year) for market data upon which it bases its simulations:


Table 3: Average 95% and 99% Trading VaR with Four-Year/One-Year Historical Time Series	Average 95%/One-Day VaR for the Quarter Ended May 31, 2007				Average 99%/One-Day VaR for the Quarter Ended May 31, 2007
Primary Market Risk Category	Four-Year Factor History		One-Year Factor History		Four-Year Factor History		One-Year Factor History
	(dollars in millions)
Interest rate and credit spread	$	40	$	35	$	62	$	55
Equity price		44		51		64		76
Foreign exchange rate		16		17		22		25
Commodity price		34		35		55		50
Trading VaR	$	81	$	83	$	116	$	119

In addition, if the Company were to report Trading VaR (using a four-year historical time series) with respect to a 10-day holding period, the Company’s 95% and 99% Average Trading VaR for the quarter ended May 31, 2007 would have been $255 million and $367 million, respectively.


		97

Distribution of VaR Statistics and Net Revenues for the quarter ended May 31, 2007. As shown in Table 2 above, the Company’s average 95%/one-day Trading VaR for the quarter ended May 31, 2007 was $81 million. The histogram below presents the distribution of the Company’s daily 95%/one-day Trading VaR for the quarter ended May 31, 2007. The most frequently occurring value was between $81 million and $87 million, while for approximately 90% of trading days during the quarter, VaR ranged between $69 million and $90 million.

LOGO


		98

One method of evaluating the reasonableness of the Company’s VaR model as a measure of the Company’s potential volatility of net revenue is to compare the VaR with actual trading revenue. Assuming no intra-day trading, for a 95%/one-day VaR, the expected number of times that trading losses should exceed VaR during the fiscal year is 13, and, in general, if trading losses were to exceed VaR more than 21 times in a year, the accuracy of the VaR model could be questioned. Accordingly, the Company evaluates the reasonableness of its VaR model by comparing the potential declines in portfolio values generated by the model with actual trading results. The histogram below shows the distribution of daily net trading revenue during the quarter ended May 31, 2007 for the Company’s trading businesses (including net interest and non-agency commissions but excluding certain non-trading revenues such as primary, fee-based and prime brokerage revenue credited to the trading businesses). There were no days during the quarter ended May 31, 2007 in which the Company incurred daily trading losses in excess of the 95%/one-day Trading VaR. Additionally, there were no days during the quarter where the largest one-day loss exceeded the lowest 95% One-day Aggregate Trading VaR reported in Table 2 above.

LOGO

As of May 31, 2007, interest rate risk exposure associated with the Company’s consumer lending activities, included within Discover, as measured by the reduction in pre-tax income resulting from a hypothetical, immediate 100 basis point increase in interest rates, had not changed significantly from November 30, 2006.

Credit Risk.

For a further discussion of the Company’s credit risks, see “Quantitative and Qualitative Disclosures about Market Risks—Credit Risk” in Part II, Item 7A of the Form 10-K.

Credit Exposure-Corporate Lending. In connection with certain of its Institutional Securities business activities, the Company provides loans or lending commitments (including bridge financing) to selected clients to support client acquisitions, recapitalizations and broader relationships. These loans and commitments have varying terms, may be senior or subordinated, may be secured or unsecured, are generally contingent upon representations, warranties and contractual conditions applicable to the borrower, and may be syndicated, traded or hedged by the Company. The borrowers may be rated investment grade or non-investment grade. At May 31, 2007 and November 30, 2006, the aggregate amount of investment grade loans was $13.7 billion and $9.1 billion, respectively, and the aggregate amount of non-investment grade loans was $4.9 billion for both


		99

periods. At May 31, 2007 and November 30, 2006, the aggregate amount of lending commitments outstanding was $74.5 billion and $53.5 billion, respectively. In connection with these business activities (which include corporate funded loans and lending commitments), the Company had hedges with a notional amount of $34.2 billion and $26.5 billion at May 31, 2007 and November 30, 2006, respectively, including both internal and external hedges utilized by the lending business. The table below shows the Company’s credit exposure from its corporate lending positions and commitments as of May 31, 2007. Since commitments associated with these business activities may expire unused, they do not necessarily reflect the actual future cash funding requirements:

Corporate Lending Commitments and Funded Loans


	Years to Maturity								Total Corporate Lending Exposure(2)		Corporate Loans
Credit Rating(1)	Less than 1		1-3		3-5		Over 5		Total Corporate Lending Exposure(2)		Corporate Loans
	(dollars in millions)
AAA	$	398	$	418	$	1,322	$	—	$	2,138	$	—
AA		3,105		2,304		3,257		630		9,296		1,166
A		3,971		3,738		7,817		1,129		16,655		2,082
BBB		10,554		4,251		11,163		1,730		27,698		10,451
Non-investment grade		7,320		2,121		7,309		20,554		37,304		4,910

Total	$	25,348	$	12,832	$	30,868	$	24,043	$	93,091	$	18,609

Notional amount of hedges owned									$	34,172

(1)	Obligor credit ratings are determined by Institutional Credit using methodologies generally consistent with those employed by external rating agencies.

(2)	Total corporate lending exposure includes both lending commitments and funded loans.

Credit Exposure-Derivatives. The table below presents a summary by counterparty credit rating and remaining contract maturity of the fair value of OTC derivatives in a gain position at May 31, 2007. Fair value represents the risk reduction arising from master netting agreements, where applicable, and, in the final column, net of collateral received (principally cash and U.S. government and agency securities):

OTC Derivative Products—Financial Instruments Owned(1)


	Years to Maturity								Cross-Maturity and Cash Collateral Netting(3)			Net Exposure Post-Cash Collateral		Net Exposure Post- Collateral
Credit Rating(2)	Less than 1		1-3		3-5		Over 5		Cross-Maturity and Cash Collateral Netting(3)			Net Exposure Post-Cash Collateral		Net Exposure Post- Collateral
	(dollars in millions)
AAA	$	1,017	$	1,308	$	840	$	3,114	$	(1,594	)	$	4,685	$	4,585
AA		7,407		6,552		4,890		15,615		(19,954	)		14,510		12,449
A		3,880		3,035		2,262		5,931		(6,450	)		8,658		7,832
BBB		3,153		2,025		2,875		1,728		(3,306	)		6,475		4,448
Non-investment grade		3,912		2,338		3,172		2,647		(4,394	)		7,675		3,796
Unrated(4)		1,191		811		165		487		(741	)		1,913		349

Total	$	20,560	$	16,069	$	14,204	$	29,522	$	(36,439	)	$	43,916	$	33,459

(1)

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

(2)	Obligor credit ratings are determined by Institutional Credit using methodologies generally consistent with those employed by external rating agencies.

(3)

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

(4)

In lieu of making an individual assessment of the creditworthiness of unrated companies, the Company makes a determination that the collateral held with respect to such obligations is sufficient to cover a substantial portion of its exposure. In making this determination, the Company takes into account various factors, including legal uncertainties and market volatility.


		100

The following tables summarize the fair values of the Company’s OTC derivative products recorded in Financial instruments owned and Financial instruments sold, not yet purchased by product category and maturity at May 31, 2007, including on a net basis, where applicable, reflecting the fair value of related non-cash collateral for financial instruments owned:

OTC Derivative Products—Financial Instruments Owned


	Years to Maturity								Cross-Maturity and Cash Collateral Netting(1)			Net Exposure Post-Cash Collateral		Net Exposure Post- Collateral
Product Type	Less than 1		1-3		3-5		Over 5					Net Exposure Post-Cash Collateral		Net Exposure Post- Collateral
	(dollars in millions)
Interest rate and currency swaps, interest rate options, credit derivatives and other fixed income securities contracts	$	3,565	$	6,510	$	8,216	$	27,323	$	(24,151	)	$	21,463	$	17,511
Foreign exchange forward contracts and options		7,085		764		103		17		(1,996	)		5,973		4,910
Equity securities contracts (including equity swaps, warrants and options)		5,359		3,278		858		488		(4,435	)		5,548		2,632
Commodity forwards, options and swaps		4,551		5,517		5,027		1,694		(5,857	)		10,932		8,406

Total	$	20,560	$	16,069	$	14,204	$	29,522	$	(36,439	)	$	43,916	$	33,459

(1)

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

OTC Derivative Products—Financial Instruments Sold, Not Yet Purchased(1)


	Years to Maturity								Cross-Maturity and Cash Collateral Netting(2)			Total
Product Type	Less than 1		1-3		3-5		Over 5					Total
	(dollars in millions)
Interest rate and currency swaps, interest rate options, credit derivatives and other fixed income securities contracts	$	6,080	$	5,924	$	7,592	$	16,436	$	(22,494	)	$	13,538
Foreign exchange forward contracts and options		7,604		648		92		24		(949	)		7,419
Equity securities contracts (including equity swaps, warrants and options)		5,309		4,538		2,610		917		(2,166	)		11,208
Commodity forwards, options and swaps		6,694		5,576		1,620		2,077		(5,763	)		10,204

Total	$	25,687	$	16,686	$	11,914	$	19,454	$	(31,372	)	$	42,369

(1)	Since these amounts are liabilities of the Company, they do not result in credit exposures.

(2)

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


		101

The Company’s derivatives (both listed and OTC) at May 31, 2007 and November 30, 2006 are summarized in the table below, showing the fair value of the related assets and liabilities by product:


	At May 31, 2007				At November 30, 2006
Product Type	Assets		Liabilities		Assets		Liabilities
	(dollars in millions)
Interest rate and currency swaps, interest rate options, credit derivatives and other fixed income securities contracts	$	21,565	$	13,564	$	19,444	$	15,688
Foreign exchange forward contracts and options		5,974		7,420		7,325		7,725
Equity securities contracts (including equity swaps, warrants and options)		17,134		26,772		16,705		23,155
Commodity forwards, options and swaps		11,788		11,163		11,969		10,923

Total	$	56,461	$	58,919	$	55,443	$	57,491

Each category of OTC derivative products in the above tables includes a variety of instruments, which can differ substantially in their characteristics. Instruments in each category can be denominated in U.S. dollars or in one or more non-U.S. currencies.

The Company determines the fair values recorded in the above tables using various pricing models. For a discussion of fair value as it affects the condensed consolidated financial statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in Part I, Item 2 and Note 1 to the condensed consolidated financial statements. As discussed under “Critical Accounting Policies,” the structure of the transaction, including its maturity, is one of several important factors that may impact the price transparency. The impact of maturity on price transparency can differ significantly among product categories. For example, single currency and multi-currency interest rate derivative products involving highly standardized terms and the major currencies (e.g., the U.S. dollar or the euro) will generally have greater price transparency from published external sources even in maturity ranges beyond 20 years. Credit derivatives with highly standardized terms and liquid underlying reference instruments can have price transparency from published external sources in a maturity ranging up to 10 years, while equity and foreign exchange derivative products with standardized terms in major currencies can have price transparency from published external sources within a two-year maturity range. Commodity derivatives with standardized terms and delivery locations can have price transparency from published external sources within various maturity ranges up to 10 years, depending on the commodity. In most instances of limited price transparency based on published external sources, dealers in these markets, in their capacities as market-makers and liquidity providers, provide price transparency beyond the above maturity ranges.

Country Exposure. The Company monitors its credit exposure and risk to individual countries. Credit exposure to a country arises from the Company’s lending activities and derivatives activities in a country. At May 31, 2007, approximately 8% of the Company’s credit exposure (for credit exposure arising from corporate loans and lending commitments as discussed above and current exposure arising from the Company’s OTC derivatives contracts) was to emerging markets, and no one emerging market country accounted for more than 4% of the Company’s credit exposure. The Company defines emerging markets to include generally all countries that are not members of the Organization for Economic Co-operation and Development and includes as well the Czech Republic, Hungary, Korea, Mexico, Poland, the Slovak Republic and Turkey, but excludes countries rated AA/Aa2 or above by Standard & Poor’s and Moody’s Investors Service.

Industry Exposure. The Company also monitors its credit exposure and risk to individual industries. At May 31, 2007, the Company’s material credit exposure (for credit exposure arising from corporate loans and lending commitments as discussed above and current exposure arising from the Company’s OTC derivatives contracts) was to entities engaged in the following industries: utilities, consumer-related entities, banks and financial institutions, energy-related entities, transportation, healthcare and media.


		102

Item 4.

Controls and Procedures

Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


		103

Part II OTHER INFORMATION

Item 1.

Legal Proceedings

In addition to the matters described in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2006 (the “Form 10-K”), the Company’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2007 (the “First Quarter Form 10-Q”) and those described below, in the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the issuers that would otherwise be the primary defendants in such cases are bankrupt or in financial distress.

The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business, including, among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. The number of these reviews, investigations and proceedings has increased in recent years with regard to many firms in the financial services industry, including the Company.

The Company contests liability and/or the amount of damages in each pending matter. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot predict with certainty the loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, and except for the Coleman Litigation (see also Note 8 in “Notes to Condensed Consolidated Financial Statements” in Part I, Item 1), the Company believes, based on current knowledge and after consultation with counsel, that the outcome of the pending matters will not have a material adverse effect on the consolidated financial condition of the Company, although the outcome of such matters could be material to the Company’s operating results for a particular future period, depending on, among other things, the level of the Company’s revenues or income for such period.

The following developments have occurred with respect to certain matters previously reported in the Form 10-K and the First Quarter Form 10-Q.

Coleman Litigation.

On June 4, 2007, the District Court of Appeal for the Fourth District of Florida (the “Court of Appeal”) March 21, 2007 opinion became final when the Court of Appeal issued an order denying Coleman (Parent) Holdings Inc.’s (“CPH”) motions for rehearing, rehearing en banc and for certification of certain questions for review by the Florida Supreme Court. On June 11, 2007, the trial court issued an order cancelling the supersedeas bond that the Company had posted. On July 2, 2007 CPH filed a petition with the Florida Supreme Court asking that court to review the Court of Appeal’s decision.

IPO Allocation Matters.

On April 6, 2007, in the numerous purported class actions, now captioned In re Initial Public Offering Securities Litigation, the U.S. Court of Appeals for the Second Circuit (the “Second Circuit”) denied plaintiffs’ petition for rehearing and, on May 18, 2007, the Second Circuit denied plaintiffs’ petition for rehearing en banc.

On May 24, 2007, in Breakaway Solutions, Inc. v. Morgan Stanley & Co. Incorporated, et al., plaintiff filed a Second Amended Complaint that removed any class allegations. The case is proceeding as an individual action.


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On June 12, 2007, purported assignees of certain issuers and underwriter defendants filed a joint notice of voluntary dismissal with prejudice in the Second Circuit in the case in which the assignees had appealed the dismissal of their claims by the U.S. District Court for the Southern District of New York (the “SDNY”) on February 24, 2006.

On June 18, 2007, in the numerous purported class actions, now captioned, In re Initial Public Offering Antitrust Litigation, the U.S. Supreme Court reversed the Second Circuit’s decision, ruling that the breadth of federal securities regulation prevented the antitrust suit.

Global Wealth Management Group Employment Matters.

Wage and Hour Matters. On May 25, 2007, in Bart et al. v. Morgan Stanley DW Inc., the Company filed a Notification of Potential Tagalong Action with the Judicial Panel on Multi-District Litigation (“JPML”). On June 7, 2007, the JPML issued a conditional transfer order, transferring Bart to the U.S. District Court for the Southern District of California.

Gender Matters. On April 24, 2007, in Joanne Augst-Johnson et al. v. Morgan Stanley & Co. Inc., the parties filed a motion for preliminary approval of the settlement which included, among other provisions, a payment to the settlement fund and certain programmatic relief.

On April 16, 2007, in Daisy Jaffe v. Morgan Stanley DW Inc., the court issued an order extending the stay until May 15, 2007. On June 25, 2007, the court extended the stay until August 6, 2007.

Indonesian Litigation.

In April and May 2007, the Company and other defendants filed memoranda in support of an application for Civil Review of the Indonesian Supreme Court’s November 14, 2006 decision in favor of PT Indah Kiat Pulp & Paper Tbk.

In May 2007, the Company received notification that the Indonesian High Court had affirmed the Indonesian District Court’s September 28, 2005 decision to reject PT Lontar Papyrus’ claim against the Company.

AOL Time Warner Litigation.

In May 2007, the parties entered into a settlement agreement that resolved all claims in the consolidated actions in the SDNY, with the exception of plaintiffs’ claims against Ernst & Young.

Item 1A.

Risk Factors

For a discussion of the risk factors affecting the Company, see “Risk Factors” in Part I, Item 1A of the Form 10-K.


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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the quarterly period ended May 31, 2007.

Issuer Purchases of Equity Securities

(dollars in millions, except per share amounts)


Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (D)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1 (March 1, 2007 – March 31, 2007) Share Repurchase Program (A) Employee Transactions (B) Odd Lot Tender Shares (C)	10,149,993 513,354 91,416	$75.71 $79.77 $77.75	10,149,993 N/A 91,416	$	4,039 N/A N/A
Month #2 (April 1, 2007 – April 30, 2007) Share Repurchase Program (A) Employee Transactions (B) Odd Lot Tender Shares (C)	7,682,710 164,945 N/A	$80.00 $81.91 N/A	7,682,710 N/A N/A	$	3,424 N/A N/A
Month #3 (May 1, 2007 – May 31, 2007) Share Repurchase Program (A) Employee Transactions (B) Odd Lot Tender Shares (C)	114,800 29,311 N/A	$83.57 $85.95 N/A	114,800 N/A N/A	$	3,415 N/A N/A
Total Share Repurchase Program (A) Employee Transactions (B) Odd Lot Tender Shares (C)	17,947,503 707,610 91,416	$77.59 $80.53 $77.75	17,947,503 N/A 91,416	$	3,415 N/A N/A

(A)

On December 19, 2006, the Company announced that its Board of Directors authorized the repurchase of up to $6 billion of the Company’s outstanding stock under a new share repurchase program (the “Share Repurchase Program”). The Share Repurchase Program is a program for capital management purposes that considers, among other things, business segment capital needs, as well as equity-based compensation and benefit plan requirements. The Company expects to exercise the authorization over 12-18 months from initial authorization at prices the Company deems appropriate, subject to its unallocated capital position, market conditions and regulatory considerations.

(B)

Includes: (1) shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options (granted under employee stock compensation plans) who exercised options; (2) restricted shares withheld (under the terms of grants under employee stock compensation plans) to offset tax withholding obligations that occur upon vesting and release of restricted shares; and (3) shares withheld (under the terms of grants under employee stock compensation plans) to offset tax withholding obligations that occur upon the delivery of outstanding shares underlying restricted stock units. The Company’s employee stock compensation plans provide that the value of the shares delivered or attested, or withheld, shall be valued using the fair market value of the Company common stock on the date the relevant transaction occurs, using a valuation methodology established by the Company.

(C)

Repurchases by the Company pursuant to an odd lot tender offer authorized by the Company’s Board of Directors on September 19, 2006. Pursuant to the offer, which ended March 7, 2007, the Company offered to purchase all shares of common stock held by stockholders holding less than 100 shares of common stock.

(D)	Share purchases under publicly announced programs are made pursuant to open-market purchases, Rule 10b5-1 plans or privately negotiated transactions (including with employee benefit plans) as market conditions warrant and at prices the Company deems appropriate.

Item 4.

Submission of Matters to a Vote of Security Holders

Information regarding the submission of matters to a vote of security holders under Item 8.01 of the Company’s Current Report on Form 8-K filed on April 13, 2007 is incorporated by reference herein.

Item 6.

Exhibits

An exhibit index has been filed as part of this Report on Page E-1.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


MORGAN STANLEY (Registrant)

By:		/S/ DAVID H. SIDWELL
		David H. Sidwell, Chief Financial Officer

By:		/S/ PAUL C. WIRTH
		Paul C. Wirth, Controller and Principal Accounting Officer

Date: July 10, 2007


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EXHIBIT INDEX

MORGAN STANLEY

Quarter Ended May 31, 2007


Exhibit No.		Description

3		Amendment to Bylaws (Exhibit 3 to Company’s Current Report on Form 8-K dated June 19, 2007).

10.1		Morgan Stanley 2007 Notional Leveraged Co-Investment Plan.

10.2		Directors’ Equity Capital Accumulation Plan, as amended through March 19, 2007.

10.3		Governmental Service Amendment to Outstanding Stock Option and Stock Unit Awards.

10.4		Amendment to the 1993 Stock Plan for Non-employee Directors, dated as of March 19, 2007.

11		Statement Re: Computation of Earnings Per Common Share (The calculation of per share earnings is in Part I, Item 1, Note 7 to the Condensed Consolidated Financial Statements (Earnings per Share) and is omitted in accordance with Section (b)(11) of Item 601 of Regulation S-K).

12		Statement Re: Computation of Ratio of Earnings to Fixed Charges and Computation of Earnings to Fixed Charges and Preferred Stock Dividends.

15		Letter of awareness from Deloitte & Touche LLP, dated July 9, 2007, concerning unaudited interim financial information.

31.1		Rule 13a-14(a) Certification of Chief Executive Officer.

31.2		Rule 13a-14(a) Certification of Chief Financial Officer.

32.1		Section 1350 Certification of Chief Executive Officer.

32.2		Section 1350 Certification of Chief Financial Officer.

99.1		Unaudited pro forma condensed consolidated financial information.

		• Unaudited pro forma condensed consolidated statement of financial condition as of May 31, 2007.

		• Unaudited pro forma condensed consolidated statements of income for the fiscal years ended November 30, 2006, 2005 and 2004, the three months ended February 28, 2007 and the three and six months ended May 31, 2007.


		E-1

LOGO