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 March 31, 2014
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-11758
(Exact Name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
1585 Broadway New York, NY 10036 (Address of principal executive offices, including zip code) |
36-3145972 (I.R.S. Employer Identification No.) |
(212) 761-4000 (Registrants telephone number, including area code) |
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer x |
Accelerated Filer ¨ | |||
Non-Accelerated Filer ¨ |
Smaller reporting company ¨ | |||
(Do not check if a smaller reporting company) |
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 April 30, 2014, there were 1,971,294,604 shares of the Registrants Common Stock, par value $0.01 per share, outstanding.
For the quarter ended March 31, 2014
Table of Contents | Page | |||||
Part IFinancial Information |
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Item 1. |
Financial Statements (unaudited) | 1 | ||||
Condensed Consolidated Statements of Financial ConditionMarch 31, 2014 and December 31, 2013 |
1 | |||||
Condensed Consolidated Statements of IncomeThree Months Ended March 31, 2014 and 2013 |
2 | |||||
Condensed Consolidated Statements of Comprehensive IncomeThree Months Ended March 31, 2014 and 2013 |
3 | |||||
Condensed Consolidated Statements of Cash FlowsThree Months Ended March 31, 2014 and 2013 |
4 | |||||
5 | ||||||
Notes to Condensed Consolidated Financial Statements (unaudited) |
7 | |||||
94 | ||||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 95 | ||||
95 | ||||||
96 | ||||||
104 | ||||||
120 | ||||||
121 | ||||||
123 | ||||||
127 | ||||||
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk | 145 | ||||
Item 4. |
Controls and Procedures | 162 | ||||
163 | ||||||
Part IIOther Information |
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Item 1. |
Legal Proceedings | 166 | ||||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 168 | ||||
Item 6. |
Exhibits | 168 |
i |
AVAILABLE INFORMATION
Morgan Stanley files annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the SEC). You may read and copy any document we file with the SEC at the SECs 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 Stanleys electronic SEC filings are available to the public at the SECs internet site, www.sec.gov.
Morgan Stanleys internet site is www.morganstanley.com. You can access Morgan Stanleys Investor Relations webpage at www.morganstanley.com/about/ir. Morgan Stanley makes available free of charge, on or through its 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 SECs internet site, statements of beneficial ownership of Morgan Stanleys 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 Stanleys corporate governance at www.morganstanley.com/about/company/governance. Morgan Stanley posts the following on its Corporate Governance webpage:
| Amended and Restated Certificate of Incorporation; |
| Amended and Restated Bylaws; |
| Charters for its Audit Committee; Operations and Technology Committee; Compensation, Management Development and Succession Committee; Nominating and Governance Committee; and Risk Committee; |
| Corporate Governance Policies; |
| Policy Regarding Communication with the Board of Directors; |
| Policy Regarding Director Candidates Recommended by Shareholders; |
| Policy Regarding Corporate Political Activities; |
| Policy Regarding Shareholder Rights Plan; |
| Code of Ethics and Business Conduct; |
| Code of Conduct; and |
| Integrity Hotline information. |
Morgan Stanleys Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer and Deputy Chief Financial 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 LLC (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 Stanleys internet site is not incorporated by reference into this report.
ii |
Part I Financial Information.
Item 1. | Financial Statements. |
MORGAN STANLEY
Condensed Consolidated Statements of Financial Condition
(dollars in millions, except share data)
(unaudited)
March 31, 2014 |
December 31, 2013 |
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Assets |
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Cash and due from banks ($546 and $544 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally not available to the Company) |
$ | 13,785 | $ | 16,602 | ||||
Interest bearing deposits with banks |
41,639 | 43,281 | ||||||
Cash deposited with clearing organizations or segregated under federal and other regulations or requirements ($129 and $117 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally not available to the Company) |
43,651 | 39,203 | ||||||
Trading assets, at fair value (approximately $137,157 and $151,078 were pledged to various parties at March 31, 2014 and December 31, 2013, respectively) ($2,854 and $2,825 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally not available to the Company) |
259,545 | 280,744 | ||||||
Securities available for sale, at fair value |
58,886 | 53,430 | ||||||
Securities received as collateral, at fair value |
21,613 | 20,508 | ||||||
Federal funds sold and securities purchased under agreements to resell (includes $866 and $866 at fair value at March 31, 2014 and December 31, 2013, respectively) |
107,576 | 118,130 | ||||||
Securities borrowed |
147,595 | 129,707 | ||||||
Customer and other receivables |
60,506 | 57,104 | ||||||
Loans: |
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Held for investment (net of allowances of $124 and $156 at March 31, 2014 and December 31, 2013, respectively) |
41,575 | 36,545 | ||||||
Held for sale |
4,730 | 6,329 | ||||||
Other investments ($540 and $561 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally not available to the Company) |
5,143 | 5,086 | ||||||
Premises, equipment and software costs (net of accumulated depreciation of $6,253 and $6,420 at March 31, 2014 and December 31, 2013, respectively) ($199 and $201 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally not available to the Company) |
5,778 | 6,019 | ||||||
Goodwill |
6,601 | 6,595 | ||||||
Intangible assets (net of accumulated amortization of $1,777 and $1,703 at March 31, 2014 and December 31, 2013, respectively) (includes $7 and $8 at fair value at March 31, 2014 and December 31, 2013, respectively) |
3,210 | 3,286 | ||||||
Other assets ($24 and $11 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally not available to the Company) |
9,548 | 10,133 | ||||||
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Total assets |
$ | 831,381 | $ | 832,702 | ||||
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Liabilities |
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Deposits (includes $0 and $185 at fair value at March 31, 2014 and December 31, 2013, respectively). |
$ | 116,648 | $ | 112,379 | ||||
Commercial paper and other short-term borrowings (includes $1,169 and $1,347 at fair value at March 31, 2014 and December 31, 2013, respectively) |
1,786 | 2,142 | ||||||
Trading liabilities, at fair value ($46 and $33 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally non-recourse to the Company) |
111,590 | 104,521 | ||||||
Obligation to return securities received as collateral, at fair value |
27,565 | 24,568 | ||||||
Securities sold under agreements to repurchase (includes $610 and $561 at fair value at March 31, 2014 and December 31, 2013, respectively) |
114,183 | 145,676 | ||||||
Securities loaned |
32,370 | 32,799 | ||||||
Other secured financings (includes $4,514 and $5,206 at fair value at March 31, 2014 and December 31, 2013, respectively) ($531 and $543 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally non-recourse to the Company) |
13,481 | 14,215 | ||||||
Customer and other payables |
175,998 | 157,125 | ||||||
Other liabilities and accrued expenses ($75 and $76 at March 31, 2014 and December 31, 2013, respectively, related to consolidated variable interest entities, generally non-recourse to the Company) |
14,118 | 16,672 | ||||||
Long-term borrowings (includes $35,620 and $35,637 at fair value at March 31, 2014 and December 31, 2013, respectively) |
153,374 | 153,575 | ||||||
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Total liabilities |
761,113 | 763,672 | ||||||
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Commitments and contingent liabilities (see Note 12) |
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Equity |
||||||||
Morgan Stanley shareholders equity: |
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Preferred stock (see Note 14) |
3,220 | 3,220 | ||||||
Common stock, $0.01 par value: |
||||||||
Shares authorized: 3,500,000,000 at March 31, 2014 and December 31, 2013; |
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Shares issued: 2,038,893,979 at March 31, 2014 and December 31, 2013; |
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Shares outstanding: 1,971,686,139 at March 31, 2014 and 1,944,868,751 at December 31, 2013 |
20 | 20 | ||||||
Additional Paid-in capital |
23,364 | 24,570 | ||||||
Retained earnings |
43,522 | 42,172 | ||||||
Employee stock trusts |
2,099 | 1,718 | ||||||
Accumulated other comprehensive loss |
(968 | ) | (1,093 | ) | ||||
Common stock held in treasury, at cost, $0.01 par value; 67,207,840 shares at March 31, 2014 and 94,025,228 shares at December 31, 2013 |
(2,087 | ) | (2,968 | ) | ||||
Common stock issued to employee stock trusts |
(2,099 | ) | (1,718 | ) | ||||
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Total Morgan Stanley shareholders equity |
67,071 | 65,921 | ||||||
Nonredeemable noncontrolling interests |
3,197 | 3,109 | ||||||
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Total equity |
70,268 | 69,030 | ||||||
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Total liabilities, redeemable noncontrolling interests and equity |
$ | 831,381 | $ | 832,702 | ||||
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See Notes to Condensed Consolidated Financial Statements.
1 |
MORGAN STANLEY
Condensed Consolidated Statements of Income
(dollars in millions, except share and per share data)
(unaudited)
Three Months Ended March 31, |
||||||||
2014 | 2013 | |||||||
Revenues: |
||||||||
Investment banking |
$ | 1,308 | $ | 1,224 | ||||
Trading |
2,962 | 2,694 | ||||||
Investments |
359 | 338 | ||||||
Commissions and fees |
1,216 | 1,167 | ||||||
Asset management, distribution and administration fees |
2,549 | 2,346 | ||||||
Other |
227 | 199 | ||||||
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Total non-interest revenues |
8,621 | 7,968 | ||||||
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Interest income |
1,343 | 1,388 | ||||||
Interest expense |
1,035 | 1,206 | ||||||
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Net interest |
308 | 182 | ||||||
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Net revenues |
8,929 | 8,150 | ||||||
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Non-interest expenses: |
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Compensation and benefits |
4,305 | 4,214 | ||||||
Occupancy and equipment |
359 | 377 | ||||||
Brokerage, clearing and exchange fees |
443 | 428 | ||||||
Information processing and communications |
424 | 448 | ||||||
Marketing and business development |
147 | 134 | ||||||
Professional services |
452 | 440 | ||||||
Other |
492 | 526 | ||||||
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Total non-interest expenses |
6,622 | 6,567 | ||||||
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Income from continuing operations before income taxes |
2,307 | 1,583 | ||||||
Provision for income taxes |
762 | 333 | ||||||
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Income from continuing operations |
1,545 | 1,250 | ||||||
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Discontinued operations: |
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Income (loss) from discontinued operations before income taxes |
44 | (30 | ) | |||||
Provision for (benefit from) income taxes |
5 | (11 | ) | |||||
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Income (loss) from discontinued operations |
39 | (19 | ) | |||||
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Net income |
$ | 1,584 | $ | 1,231 | ||||
Net income applicable to redeemable noncontrolling interests |
| 122 | ||||||
Net income applicable to nonredeemable noncontrolling interests |
79 | 147 | ||||||
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Net income applicable to Morgan Stanley |
$ | 1,505 | $ | 962 | ||||
Preferred stock dividends |
56 | 26 | ||||||
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Earnings applicable to Morgan Stanley common shareholders |
$ | 1,449 | $ | 936 | ||||
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Amounts applicable to Morgan Stanley: |
||||||||
Income from continuing operations |
$ | 1,466 | $ | 981 | ||||
Income (loss) from discontinued operations |
39 | (19 | ) | |||||
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Net income applicable to Morgan Stanley |
$ | 1,505 | $ | 962 | ||||
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Earnings per basic common share: |
||||||||
Income from continuing operations |
$ | 0.73 | $ | 0.50 | ||||
Income (loss) from discontinued operations |
0.02 | (0.01 | ) | |||||
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Earnings per basic common share |
$ | 0.75 | $ | 0.49 | ||||
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Earnings per diluted common share: |
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Income from continuing operations |
$ | 0.72 | $ | 0.49 | ||||
Income (loss) from discontinued operations |
0.02 | (0.01 | ) | |||||
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Earnings per diluted common share |
$ | 0.74 | $ | 0.48 | ||||
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Dividends declared per common share |
$ | 0.05 | $ | 0.05 | ||||
Average common shares outstanding: |
||||||||
Basic |
1,924,270,160 | 1,901,204,729 | ||||||
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Diluted |
1,969,652,798 | 1,940,264,085 | ||||||
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See Notes to Condensed Consolidated Financial Statements.
2 |
MORGAN STANLEY
Condensed Consolidated Statements of Comprehensive Income
(dollars in millions)
(unaudited)
Three Months Ended March 31, |
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2014 | 2013 | |||||||
Net income |
$ | 1,584 | $ | 1,231 | ||||
Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments(1) |
$ | 66 | $ | (245 | ) | |||
Amortization of cash flow hedges(2) |
1 | 1 | ||||||
Change in net unrealized gains (losses) on securities available for sale(3) |
74 | (27 | ) | |||||
Pension, postretirement and other related adjustments(4) |
2 | 1 | ||||||
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Total other comprehensive income (loss) |
$ | 143 | $ | (270 | ) | |||
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Comprehensive income |
$ | 1,727 | $ | 961 | ||||
Net income applicable to redeemable noncontrolling interests |
| 122 | ||||||
Net income applicable to nonredeemable noncontrolling interests |
79 | 147 | ||||||
Other comprehensive income (loss) applicable to nonredeemable noncontrolling interests |
18 | (92 | ) | |||||
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Comprehensive income applicable to Morgan Stanley |
$ | 1,630 | $ | 784 | ||||
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(1) | Amounts are net of provision for (benefit from) income taxes of $(56) million and $165 million for the quarters ended March 31, 2014 and 2013, respectively. |
(2) | Amounts are net of provision for income taxes of $1 million and $1 million for the quarters ended March 31, 2014 and 2013, respectively. |
(3) | Amounts are net of provision for (benefit from) income taxes of $51 million and $(19) million for the quarters ended March 31, 2014 and 2013, respectively. |
(4) | Amounts are net of provision for income taxes of $1 million and $5 million for the quarters ended March 31, 2014 and 2013, respectively. |
See Notes to Condensed Consolidated Financial Statements.
3 |
MORGAN STANLEY
Condensed Consolidated Statements of Cash Flows
(dollars in millions)
(unaudited)
Three Months Ended March 31, |
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2014 | 2013 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
$ | 1,584 | $ | 1,231 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Income on equity method investees |
(38 | ) | (64 | ) | ||||
Compensation payable in common stock and options |
311 | 265 | ||||||
Depreciation and amortization |
326 | 360 | ||||||
Net (gain) loss on business dispositions |
(66 | ) | 5 | |||||
Net gain on sale of securities available for sale |
(6 | ) | (3 | ) | ||||
Impairment charges |
33 | 29 | ||||||
(Provision) release for credit losses on lending activities |
10 | (39 | ) | |||||
Other non-cash adjustments to net income |
(65 | ) | (5 | ) | ||||
Changes in assets and liabilities: |
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Cash deposited with clearing organizations or segregated under federal and other regulations or requirements |
(4,448 | ) | (343 | ) | ||||
Trading assets, net of Trading liabilities |
31,336 | 13,284 | ||||||
Securities borrowed |
(17,888 | ) | (14,026 | ) | ||||
Securities loaned |
(429 | ) | 3,502 | |||||
Customer and other receivables and other assets |
(1,299 | ) | 2,730 | |||||
Customer and other payables and other liabilities |
16,904 | 6,976 | ||||||
Federal funds sold and securities purchased under agreements to resell |
10,554 | (6,003 | ) | |||||
Securities sold under agreements to repurchase |
(31,492 | ) | (3,404 | ) | ||||
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Net cash provided by operating activities |
5,327 | 4,495 | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Proceeds from (payments for): |
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Premises, equipment and software |
2 | (263 | ) | |||||
Business dispositions, net of cash disposed |
135 | 481 | ||||||
Loans |
(4,560 | ) | (2,168 | ) | ||||
Purchases of securities available for sale |
(8,188 | ) | (4,674 | ) | ||||
Sales of securities available for sale |
1,853 | 2,029 | ||||||
Maturities and redemptions of securities available for sale |
981 | 1,351 | ||||||
Other investing activities |
(41 | ) | 105 | |||||
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Net cash used for investing activities |
(9,818 | ) | (3,139 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Net proceeds from (payments for): |
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Commercial paper and other short-term borrowings |
(356 | ) | 337 | |||||
Noncontrolling interests |
(9 | ) | (8 | ) | ||||
Other secured financings |
(1,719 | ) | 501 | |||||
Deposits |
4,269 | (2,643 | ) | |||||
Proceeds from: |
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Excess tax benefits associated with stock-based awards |
84 | 12 | ||||||
Derivatives financing activities |
150 | 279 | ||||||
Issuance of long-term borrowings |
7,701 | 10,046 | ||||||
Payments for: |
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Long-term borrowings |
(8,786 | ) | (12,018 | ) | ||||
Derivatives financing activities |
| (243 | ) | |||||
Repurchases of common stock and employee tax withholdings |
(672 | ) | (306 | ) | ||||
Cash dividends |
(143 | ) | (119 | ) | ||||
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Net cash provided by (used for) financing activities |
519 | (4,162 | ) | |||||
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Effect of exchange rate changes on cash and cash equivalents |
59 | (612 | ) | |||||
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Effect of cash and cash equivalents related to variable interest entities |
(546 | ) | (584 | ) | ||||
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Net decrease in cash and cash equivalents |
(4,459 | ) | (4,002 | ) | ||||
Cash and cash equivalents, at beginning of period |
59,883 | 46,904 | ||||||
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Cash and cash equivalents, at end of period |
$ | 55,424 | $ | 42,902 | ||||
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Cash and cash equivalents include: |
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Cash and due from banks |
$ | 13,785 | $ | 17,773 | ||||
Interest bearing deposits with banks |
41,639 | 25,129 | ||||||
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Cash and cash equivalents, at end of period |
$ | 55,424 | $ | 42,902 | ||||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest were $606 million and $728 million for the quarters ended March 31, 2014 and 2013, respectively.
Cash payments for income taxes were $128 million and $139 million for the quarters ended March 31, 2014 and 2013, respectively.
See Notes to Condensed Consolidated Financial Statements.
4 |
MORGAN STANLEY
Condensed Consolidated Statements of Changes in Total Equity
Three Months Ended March 31, 2014
(dollars in millions)
(unaudited)
Preferred Stock |
Common Stock |
Paid-in Capital |
Retained Earnings |
Employee Stock Trusts |
Accumulated Other Comprehensive Income (Loss) |
Common Stock Held in Treasury at Cost |
Common Stock Issued to Employee Stock Trusts |
Non- redeemable Non- controlling Interests |
Total Equity |
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BALANCE AT DECEMBER 31, 2013 |
$ | 3,220 | $ | 20 | $ | 24,570 | $ | 42,172 | $ | 1,718 | $ | (1,093 | ) | $ | (2,968 | ) | $ | (1,718 | ) | $ | 3,109 | $ | 69,030 | |||||||||||||||||
Net income applicable to Morgan Stanley |
| | | 1,505 | | | | | | 1,505 | ||||||||||||||||||||||||||||||
Net income applicable to nonredeemable noncontrolling interests |
| | | | | | | | 79 | 79 | ||||||||||||||||||||||||||||||
Dividends |
| | | (155 | ) | | | | | | (155 | ) | ||||||||||||||||||||||||||||
Shares issued under employee plans and related tax effects |
| | (1,206 | ) | | 381 | | 1,553 | (381 | ) | | 347 | ||||||||||||||||||||||||||||
Repurchases of common stock and employee tax withholdings |
| | | | | | (672 | ) | | | (672 | ) | ||||||||||||||||||||||||||||
Net change in Accumulated other comprehensive income |
| | | | | 125 | | | 18 | 143 | ||||||||||||||||||||||||||||||
Other net decreases |
| | | | | | | | (9 | ) | (9 | ) | ||||||||||||||||||||||||||||
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BALANCE AT MARCH 31, 2014 |
$ | 3,220 | $ | 20 | $ | 23,364 | $ | 43,522 | $ | 2,099 | $ | (968 | ) | $ | (2,087 | ) | $ | (2,099 | ) | $ | 3,197 | $ | 70,268 | |||||||||||||||||
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See Notes to Condensed Consolidated Financial Statements.
5 |
MORGAN STANLEY
Condensed Consolidated Statements of Changes in Total Equity(Continued)
Three Months Ended March 31, 2013
(dollars in millions)
(unaudited)
Preferred Stock |
Common Stock |
Paid-in Capital |
Retained Earnings |
Employee Stock Trusts |
Accumulated Other Comprehensive Income (Loss) |
Common Stock Held in Treasury at Cost |
Common Stock Issued to Employee Stock Trusts |
Non- Redeemable Non- controlling Interests |
Total Equity |
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BALANCE AT DECEMBER 31, 2012 |
$ | 1,508 | $ | 20 | $ | 23,426 | $ | 39,912 | $ | 2,932 | $ | (516 | ) | $ | (2,241 | ) | $ | (2,932 | ) | $ | 3,319 | $ | 65,428 | |||||||||||||||||
Net income applicable to Morgan Stanley |
| | | 962 | | | | | | 962 | ||||||||||||||||||||||||||||||
Net income applicable to nonredeemable noncontrolling interests |
| | | | | | | | 147 | 147 | ||||||||||||||||||||||||||||||
Dividends |
| | | (124 | ) | | | | | | (124 | ) | ||||||||||||||||||||||||||||
Shares issued under employee plans and related tax effects |
| | 235 | | (1,060 | ) | | 6 | 1,060 | | 241 | |||||||||||||||||||||||||||||
Repurchases of common stock and employee tax withholdings |
| | | | | | (306 | ) | | | (306 | ) | ||||||||||||||||||||||||||||
Net change in Accumulated other comprehensive income |
| | | | | (178 | ) | | | (92 | ) | (270 | ) | |||||||||||||||||||||||||||
Other net decreases |
| | | | | | | | (6 | ) | (6 | ) | ||||||||||||||||||||||||||||
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BALANCE AT MARCH 31, 2013 |
$ | 1,508 | $ | 20 | $ | 23,661 | $ | 40,750 | $ | 1,872 | $ | (694 | ) | $ | (2,541 | ) | $ | (1,872 | ) | $ | 3,368 | $ | 66,072 | |||||||||||||||||
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See Notes to Condensed Consolidated Financial Statements.
6 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. | Introduction and Basis of Presentation. |
The Company. Morgan Stanley, a financial holding company, is a global financial services firm that maintains significant market positions in each of its business segmentsInstitutional Securities, Wealth Management and Investment Management. 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. Unless the context otherwise requires, the terms Morgan Stanley or the Company mean Morgan Stanley (the Parent) together with its consolidated subsidiaries.
A summary of the activities of each of the Companys business segments is as follows:
Institutional Securities provides financial advisory and capital raising services, including: advice on mergers and acquisitions, restructurings, real estate and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities.
Wealth Management provides brokerage and investment advisory services to individual investors and small-to-medium sized businesses and institutions covering various investment alternatives; financial and wealth planning services; annuity and other insurance products; credit and other lending products; cash management services; retirement services; and engages in fixed income trading, which primarily facilitates clients trading or investments in such securities.
Investment Management provides a broad array of investment strategies that span the risk/return spectrum across geographies, asset classes and public and private markets to a diverse group of clients across the institutional and intermediary channels as well as high net worth clients.
Discontinued Operations. On March 27, 2014, the Company sold its Canadian terminal business (CanTerm) for approximately $110 million, resulting in a gain of approximately $45 million. Net revenues were $49 million and $5 million for the quarters ended March 31, 2014 and 2013, respectively. Net pre-tax income was $45 million and $0 million for the quarters ended March 31, 2014 and 2013, respectively. The results of CanTerm are reported as discontinued operations within the Institutional Securities business segment for all periods presented.
Remaining pre-tax loss amounts of $(1) million and $(30) million for the quarters ended March 31, 2014 and 2013, respectively, that are included in discontinued operations primarily related to the sale of Saxon and a principal investment.
Prior-period amounts have been recast for discontinued operations.
Basis of Financial Information. The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S.), which require the Company to make estimates and assumptions regarding the valuations of certain financial instruments, the valuation of goodwill and intangible assets, compensation, deferred tax assets, the outcome of litigation and tax matters, allowance for credit losses 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. Intercompany balances and transactions have been eliminated.
The condensed consolidated financial statements should be read in conjunction with the Companys consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2013. The condensed consolidated financial statements reflect all adjustments of a normal
7 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
recurring nature that are, in the opinion of management, necessary for the fair presentation of the results for the interim period. The results of operations for interim periods are not necessarily indicative of results for the entire year.
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, including certain variable interest entities (VIE) (see Note 7). For consolidated subsidiaries that are less than wholly owned, the third-party holdings of equity interests are referred to as noncontrolling interests. The portion of net income attributable to noncontrolling interests for such subsidiaries is presented as either Net income (loss) applicable to redeemable noncontrolling interests or Net income (loss) applicable to nonredeemable noncontrolling interests in the condensed consolidated statements of income. The portion of shareholders equity of such subsidiaries that is redeemable would be presented as Redeemable noncontrolling interests outside of the equity section in the condensed consolidated statements of financial condition. The portion of shareholders equity of such subsidiaries that is nonredeemable is presented as Nonredeemable noncontrolling interests, a component of total equity, in the condensed consolidated statements of financial condition.
For entities where (1) the total equity investment at risk is sufficient to enable the entity to finance its activities without additional subordinated financial support and (2) the equity holders bear the economic residual risks and returns of the entity and have the power to direct the activities of the entity that most significantly affect its economic performance, the Company consolidates those entities it controls either through a majority voting interest or otherwise. For VIEs (i.e., entities that do not meet these criteria), the Company consolidates those entities where the Company has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, except for certain VIEs that are money market funds, are investment companies or are entities qualifying for accounting purposes as investment companies. Generally, the Company consolidates those entities when it absorbs a majority of the expected losses or a majority of the expected residual returns, or both, of the entities.
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 with net gains and losses recorded within Other revenues. Where the Company has elected to measure certain eligible investments at fair value in accordance with the fair value option, net gains and losses are recorded within Investments revenues (see Note 4).
Equity and partnership interests held by entities qualifying for accounting purposes as investment companies are carried at fair value.
The Companys significant regulated U.S. and international subsidiaries include Morgan Stanley & Co. LLC (MS&Co.), Morgan Stanley Smith Barney LLC (MSSB LLC), Morgan Stanley & Co. International plc (MSIP), Morgan Stanley MUFG Securities Co., Ltd. (MSMS), Morgan Stanley Bank, N.A. (MSBNA) and Morgan Stanley Private Bank, National Association (MSPBNA).
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, primarily in its Institutional Securities business segment, the Company considers its trading, investment banking, commissions and fees, and interest income, along with the associated interest expense, as one integrated activity.
8 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
2. | Significant Accounting Policies. |
For a detailed discussion about the Companys significant accounting policies, see Note 2 to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2013.
During the quarter ended March 31, 2014, no updates were made to the Companys significant accounting policies.
Condensed Consolidated Statements of Cash Flows.
For purposes of the condensed consolidated statements of cash flows, cash and cash equivalents consist of Cash and due from banks and Interest bearing deposits with banks, which are highly liquid investments with original maturities of three months or less, held for investment purposes, and readily convertible to known amounts of cash.
The Company had no significant non-cash activities in the quarters ended March 31, 2014 and March 31, 2013.
Accounting Developments.
Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. In February 2013, the Financial Accounting Standards Board (the FASB) issued an accounting update that requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay and any additional amount the reporting entity expects to pay on behalf of its co-obligors. This update also requires additional disclosures about those obligations. This guidance became effective for the Company retrospectively beginning on January 1, 2014. The adoption of this accounting guidance did not have a material impact on the Companys condensed consolidated financial statements.
Parents Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. In March 2013, the FASB issued an accounting update requiring the parent entity to release any related cumulative translation adjustment into net income when the parent ceases to have a controlling financial interest in a subsidiary that is a foreign entity. When the parent ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the related cumulative translation adjustment would be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance became effective for the Company prospectively beginning on January 1, 2014. The adoption of this accounting guidance did not have a material impact on the Companys condensed consolidated financial statements.
Amendments to the Scope, Measurement, and Disclosure Requirements of an Investment Company. In June 2013, the FASB issued an accounting update that modifies the criteria used in defining an investment company under generally accepted accounting principles in the U.S. (U.S. GAAP) and sets forth certain measurement and disclosure requirements. This update requires an investment company to measure noncontrolling interests in another investment company at fair value and requires an entity to disclose the fact that it is an investment company, and provide information about changes, if any, in its status as an investment company. An entity will also need to include disclosures around financial support that has been provided or is contractually required to be provided to any of its investees. This guidance became effective for the Company prospectively beginning January 1, 2014. The adoption of this accounting guidance did not have a material impact on the Companys condensed consolidated financial statements.
9 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. In July 2013, the FASB issued an accounting update providing guidance on the financial statement presentation of an unrecognized tax benefit when a deferred tax asset from a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. This guidance requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to such deferred tax asset if a settlement in such manner is expected in the event the uncertain tax position is disallowed. This guidance became effective for the Company beginning January 1, 2014. This guidance was applied prospectively to unrecognized tax benefits that existed at the effective date. The adoption of this accounting guidance did not have a material impact on the Companys condensed consolidated financial statements.
3. | Wealth Management JV. |
In 2009, the Company and Citigroup Inc. (Citi) consummated the combination of each institutions respective wealth management business. The combined businesses operated as the Wealth Management JV. Prior to September 2012, the Company owned 51% and Citi owned 49% of the Wealth Management JV. In September 2012, the Company purchased an additional 14% stake in the Wealth Management JV from Citi for $1.89 billion, increasing the Companys interest from 51% to 65%. In June 2013, the Company purchased the remaining 35% stake in the Wealth Management JV for $4.725 billion, increasing the Companys interest from 65% to 100%.
For the first quarter of 2014, no results were attributed to Citi since the Company owned 100% of the Wealth Management JV. For the first quarter of 2013, Citis 35% interest was reported on the balance sheet as redeemable noncontrolling interest and the results related to its 35% interest were reported in net income (loss) applicable to redeemable noncontrolling interests in the condensed consolidated statement of income.
Concurrent with the acquisition of the remaining 35% stake in the Wealth Management JV, the deposit sweep agreement between Citi and the Company was terminated. During the quarter ended March 31, 2014, $5 billion of deposits held by Citi relating to customer accounts were transferred to the Companys depository institutions. At March 31, 2014, approximately $24 billion of additional deposits are scheduled to be transferred to the Companys depository institutions on an agreed-upon basis through June 2015.
4. | Fair Value Disclosures. |
Fair Value Measurements.
A description of the valuation techniques applied to the Companys major categories of assets and liabilities measured at fair value on a recurring basis follows.
Trading Assets and Trading Liabilities.
U.S. Government and Agency Securities.
| U.S. Treasury Securities. U.S. Treasury securities are valued using quoted market prices. Valuation adjustments are not applied. Accordingly, U.S. Treasury securities are generally categorized in Level 1 of the fair value hierarchy. |
| U.S. Agency Securities. U.S. agency securities are composed of three main categories consisting of agency-issued debt, agency mortgage pass-through pool securities and collateralized mortgage obligations. Non-callable agency-issued debt securities are generally valued using quoted market prices. Callable agency-issued debt securities are valued by benchmarking model-derived prices to quoted market prices and trade data for identical or comparable securities. The fair value of agency mortgage |
10 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
pass-through pool securities is model-driven based on spreads of the comparable To-be-announced security. Collateralized mortgage obligations are valued using quoted market prices and trade data adjusted by subsequent changes in related indices for identical or comparable securities. Actively traded non-callable agency-issued debt securities are generally categorized in Level 1 of the fair value hierarchy. Callable agency-issued debt securities, agency mortgage pass-through pool securities and collateralized mortgage obligations are generally categorized in Level 2 of the fair value hierarchy. |
Other Sovereign Government Obligations.
| Foreign sovereign government obligations are valued using quoted prices in active markets when available. These bonds are generally categorized in Level 1 of the fair value hierarchy. If the market is less active or prices are dispersed, these bonds are categorized in Level 2 of the fair value hierarchy. In instances where the inputs are unobservable, these bonds are categorized in Level 3 of the fair value hierarchy. |
Corporate and Other Debt.
| State and Municipal Securities. The fair value of state and municipal securities is determined using recently executed transactions, market price quotations and pricing models that factor in, where applicable, interest rates, bond or credit default swap spreads and volatility. These bonds are generally categorized in Level 2 of the fair value hierarchy. |
| Residential Mortgage-Backed Securities (RMBS), Commercial Mortgage-Backed Securities (CMBS) and other Asset-Backed Securities (ABS). RMBS, CMBS and other ABS may be valued based on price or spread data obtained from observed transactions or independent external parties such as vendors or brokers. When position-specific external price data are not observable, the fair value determination may require benchmarking to similar instruments and/or analyzing expected credit losses, default and recovery rates, and/or applying discounted cash flow techniques. In evaluating the fair value of each security, the Company considers security collateral-specific attributes, including payment priority, credit enhancement levels, type of collateral, delinquency rates and loss severity. In addition, for RMBS borrowers, Fair Isaac Corporation (FICO) scores and the level of documentation for the loan are also considered. Market standard models, such as Intex, Trepp or others, may be deployed to model the specific collateral composition and cash flow structure of each transaction. Key inputs to these models are market spreads, forecasted credit losses, and default and prepayment rates for each asset category. Valuation levels of RMBS and CMBS indices are also used as an additional data point for benchmarking purposes or to price outright index positions. |
RMBS, CMBS and other ABS are generally categorized in Level 2 of the fair value hierarchy. If external prices or significant spread inputs are unobservable or if the comparability assessment involves significant subjectivity related to property type differences, cash flows, performance and other inputs, then RMBS, CMBS and other ABS are categorized in Level 3 of the fair value hierarchy.
| Corporate Bonds. The fair value of corporate bonds is determined using recently executed transactions, market price quotations (where observable), bond spreads, credit default swap spreads, at the money volatility and/or volatility skew obtained from independent external parties such as vendors and brokers adjusted for any basis difference between cash and derivative instruments. The spread data used are for the same maturity as the bond. If the spread data do not reference the issuer, then data that reference a comparable issuer are used. When position-specific external price data are not observable, fair value is determined based on either benchmarking to similar instruments or cash flow models with yield curves, |
11 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
bond or single-name credit default swap spreads and recovery rates as significant inputs. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy; in instances where prices, spreads or any of the other aforementioned key inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy. |
| Collateralized Debt and Loan Obligations. The Company holds cash collateralized debt obligations (CDOs)/collateralized loan obligations (CLOs) that typically reference a tranche of an underlying synthetic portfolio of single name credit default swaps collateralized by corporate bonds (credit-linked notes) or cash portfolio of asset-backed securities/loans (asset-backed CDOs/CLOs). Credit correlation, a primary input used to determine the fair value of credit-linked notes, is usually unobservable and derived using a benchmarking technique. The other credit-linked note model inputs such as credit spreads, including collateral spreads, and interest rates are typically observable. Asset-backed CDOs/CLOs are valued based on an evaluation of the market and model input parameters sourced from similar positions as indicated by primary and secondary market activity. Each asset-backed CDO/CLO position is evaluated independently taking into consideration available comparable market levels, underlying collateral performance and pricing, and deal structures, as well as liquidity. Cash CDOs/CLOs are categorized in Level 2 of the fair value hierarchy when either the credit correlation input is insignificant or comparable market transactions are observable. In instances where the credit correlation input is deemed to be significant or comparable market transactions are unobservable, cash CDOs/CLOs are categorized in Level 3 of the fair value hierarchy. |
| Corporate Loans and Lending Commitments. The fair value of corporate loans is determined using recently executed transactions, market price quotations (where observable), implied yields from comparable debt, and market observable credit default swap spread levels obtained from independent external parties such as vendors and brokers adjusted for any basis difference between cash and derivative instruments, along with proprietary valuation models and default recovery analysis where such transactions and quotations are unobservable. The fair value of contingent corporate lending commitments is determined by using executed transactions on comparable loans and the anticipated market price based on pricing indications from syndicate banks and customers. The valuation of loans and lending commitments also takes into account fee income that is considered an attribute of the contract. Corporate loans and lending commitments are categorized in Level 2 of the fair value hierarchy except in instances where prices or significant spread inputs are unobservable, in which case they are categorized in Level 3 of the fair value hierarchy. |
| Mortgage Loans. Mortgage loans are valued using observable prices based on transactional data or third-party pricing for identical or comparable instruments, when available. Where position-specific external prices are not observable, the Company estimates fair value based on benchmarking to prices and rates observed in the primary market for similar loan or borrower types or based on the present value of expected future cash flows using its best estimates of the key assumptions, including forecasted credit losses, prepayment rates, forward yield curves and discount rates commensurate with the risks involved or a methodology that utilizes the capital structure and credit spreads of recent comparable securitization transactions. Mortgage loans valued based on observable market data for identical or comparable instruments are categorized in Level 2 of the fair value hierarchy. Where observable prices are not available, due to the subjectivity involved in the comparability assessment related to mortgage loan vintage, geographical concentration, prepayment speed and projected loss assumptions, mortgage loans are categorized in Level 3 of the fair value hierarchy. Mortgage loans are presented within Loans and lending commitments in the fair value hierarchy table. |
| Auction Rate Securities (ARS). The Company primarily holds investments in Student Loan Auction Rate Securities (SLARS) and Municipal Auction Rate Securities (MARS), which are floating rate instruments for which the rates reset through periodic auctions. SLARS are ABS backed by pools of |
12 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
student loans. MARS are municipal bonds often wrapped by municipal bond insurance. The fair value of ARS is primarily determined using recently executed transactions and market price quotations, obtained from independent external parties such as vendors and brokers, where available. The Company uses an internally developed methodology to discount for the lack of liquidity and non-performance risk where independent external market data are not available. |
Inputs that impact the valuation of SLARS are independent external market data, recently executed transactions of comparable ARS, the underlying collateral types, level of seniority in the capital structure, amount of leverage in each structure, credit rating and liquidity considerations. Inputs that impact the valuation of MARS are recently executed transactions, the maximum rate, quality of underlying issuers/insurers and evidence of issuer calls/prepayment. ARS are generally categorized in Level 2 of the fair value hierarchy as the valuation technique relies on observable external data. SLARS and MARS are presented within Asset-backed securities and State and municipal securities, respectively, in the fair value hierarchy table.
Corporate Equities.
| Exchange-Traded Equity Securities. Exchange-traded equity securities are generally valued based on quoted prices from the exchange. To the extent these securities are actively traded, valuation adjustments are not applied, and they are categorized in Level 1 of the fair value hierarchy; otherwise, they are categorized in Level 2 or Level 3 of the fair value hierarchy. |
| Unlisted Equity Securities. Unlisted equity securities are valued based on an assessment of each underlying security, considering rounds of financing and third-party transactions, discounted cash flow analyses and market-based information, including comparable company transactions, trading multiples and changes in market outlook, among other factors. These securities are generally categorized in Level 3 of the fair value hierarchy. |
| Fund Units. Listed fund units are generally marked to the exchange-traded price or net asset value (NAV) and are categorized in Level 1 of the fair value hierarchy if actively traded on an exchange or in Level 2 of the fair value hierarchy if trading is not active. Unlisted fund units are generally marked to NAV and categorized as Level 2; however, positions that are not redeemable at the measurement date or in the near future are categorized in Level 3 of the fair value hierarchy. |
Derivative and Other Contracts.
| Listed Derivative Contracts. Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Listed derivatives that are not actively traded are valued using the same approaches as those applied to over-the-counter (OTC) derivatives; they are generally categorized in Level 2 of the fair value hierarchy. |
| OTC Derivative Contracts. OTC derivative contracts include forward, swap and option contracts related to interest rates, foreign currencies, credit standing of reference entities, equity prices or commodity prices. |
Depending on the product and the terms of the transaction, the fair value of OTC derivative products can be either observed or modeled using a series of techniques and model inputs from comparable benchmarks, including closed-form analytic formulas, such as the Black-Scholes option-pricing model, and simulation models or a combination thereof. 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 swaps, certain option contracts and certain credit default swaps. In the case of more established derivative products, the pricing
13 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
models used by the Company are widely accepted by the financial services industry. A substantial majority of OTC derivative products valued by the Company using pricing models fall into this category and are categorized in Level 2 of the fair value hierarchy.
Other derivative products, including complex products that have become illiquid, require more judgment in the implementation of the valuation technique applied due to the complexity of the valuation assumptions and the reduced observability of inputs. This includes certain types of interest rate derivatives with both volatility and correlation exposure and credit derivatives, including credit default swaps on certain mortgage-backed or asset-backed securities and basket credit default swaps, where direct trading activity or quotes are unobservable. These instruments involve significant unobservable inputs and are categorized in Level 3 of the fair value hierarchy.
Derivative interests in credit default swaps on certain mortgage-backed or asset-backed securities, for which observability of external price data is limited, are valued based on an evaluation of the market and model input parameters sourced from similar positions as indicated by primary and secondary market activity. Each position is evaluated independently taking into consideration available comparable market levels as well as cash-synthetic basis, or the underlying collateral performance and pricing, behavior of the tranche under various cumulative loss and prepayment scenarios, deal structures (e.g., non-amortizing reference obligations, call features, etc.) and liquidity. While these factors may be supported by historical and actual external observations, the determination of their value as it relates to specific positions nevertheless requires significant judgment.
For basket credit default swaps, the correlation input between reference credits is unobservable for each specific swap or position and is benchmarked to standardized proxy baskets for which correlation data are available. The other model inputs such as credit spread, interest rates and recovery rates are observable. In instances where the correlation input is deemed to be significant, these instruments are categorized in Level 3 of the fair value hierarchy; otherwise, these instruments are categorized in Level 2 of the fair value hierarchy.
The Company trades various derivative structures with commodity underlyings. Depending on the type of structure, the model inputs generally include interest rate yield curves, commodity underlier price curves, implied volatility of the underlying commodities and, in some cases, the implied correlation between these inputs. The fair value of these products is determined using executed trades and broker and consensus data to provide values for the aforementioned inputs. Where these inputs are unobservable, relationships to observable commodities and data points, based on historic and/or implied observations, are employed as a technique to estimate the model input values. Commodity derivatives are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy.
For further information on derivative instruments and hedging activities, see Note 11.
Investments.
| The Companys investments include direct investments in equity securities as well as investments in private equity funds, real estate funds and hedge funds, which include investments made in connection with certain employee deferred compensation plans. Direct investments are presented in the fair value hierarchy table as Principal investments and Other. Initially, the transaction price is generally considered by the Company as the exit price and is the Companys best estimate of fair value. |
After initial recognition, in determining the fair value of non-exchange-traded internally and externally managed funds, the Company generally considers the NAV of the fund provided by the fund manager to
14 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
be the best estimate of fair value. For non-exchange-traded investments either held directly or held within internally managed funds, fair value after initial recognition is based on an assessment of each underlying investment, considering rounds of financing and third-party transactions, discounted cash flow analyses and market-based information, including comparable company transactions, trading multiples and changes in market outlook, among other factors. Exchange-traded direct equity investments are generally valued based on quoted prices from the exchange.
Exchange-traded direct equity investments that are actively traded are categorized in Level 1 of the fair value hierarchy. Non-exchange-traded direct equity investments and investments in private equity and real estate funds are generally categorized in Level 3 of the fair value hierarchy. Investments in hedge funds that are redeemable at the measurement date or in the near future are categorized in Level 2 of the fair value hierarchy; otherwise, they are categorized in Level 3 of the fair value hierarchy.
Physical Commodities.
| The Company trades various physical commodities, including crude oil and refined products, natural gas, base and precious metals, and agricultural products. Fair value for physical commodities is determined using observable inputs, including broker quotations and published indices. Physical commodities are categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy. |
Securities Available for Sale.
| Securities available for sale are composed of U.S. government and agency securities (e.g., U.S. Treasury securities, agency-issued debt, agency mortgage pass-through securities and collateralized mortgage obligations), CMBS, Federal Family Education Loan Program (FFELP) student loan asset-backed securities, auto loan asset-backed securities, corporate bonds, collateralized loan obligations, and equity securities. Actively traded U.S. Treasury securities, non-callable agency-issued debt securities and equity securities are generally categorized in Level 1 of the fair value hierarchy. Callable agency-issued debt securities, agency mortgage pass-through securities, collateralized mortgage obligations, CMBS, FFELP student loan asset-backed securities, auto loan asset-backed securities, corporate bonds and collateralized loan obligations are generally categorized in Level 2 of the fair value hierarchy. For further information on securities available for sale, see Note 5. |
Deposits.
| Time Deposits. The fair value of certificates of deposit is determined using third-party quotations. These deposits are generally categorized in Level 2 of the fair value hierarchy. |
Commercial Paper and Other Short-Term Borrowings/Long-Term Borrowings.
| Structured Notes. The Company issues structured notes that have coupon or repayment terms linked to the performance of debt or equity securities, indices, currencies or commodities. Fair value of structured notes is determined using valuation models for the derivative and debt portions of the notes. These models incorporate observable inputs referencing identical or comparable securities, including prices to which the notes are linked, interest rate yield curves, option volatility and currency, and commodity or equity prices. Independent, external and traded prices for the notes are considered as well. The impact of the Companys own credit spreads is also included based on the Companys observed secondary bond market spreads. Most structured notes are categorized in Level 2 of the fair value hierarchy. |
15 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Securities Purchased under Agreements to Resell and Securities Sold under Agreements to Repurchase.
| The fair value of a reverse repurchase agreement or repurchase agreement is computed using a standard cash flow discounting methodology. The inputs to the valuation include contractual cash flows and collateral funding spreads, which are estimated using various benchmarks, interest rate yield curves and option volatilities. In instances where the unobservable inputs are deemed significant, reverse repurchase agreements and repurchase agreements are categorized in Level 3 of the fair value hierarchy; otherwise, they are categorized in Level 2 of the fair value hierarchy. |
The following fair value hierarchy tables present information about the Companys assets and liabilities measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013.
16 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis at March 31, 2014.
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Counterparty and Cash Collateral Netting |
Balance at March 31, 2014 |
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(dollars in millions) | ||||||||||||||||||||
Assets at Fair Value |
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Trading assets: |
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U.S. government and agency securities: |
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U.S. Treasury securities |
$ | 25,473 | $ | 3 | $ | | $ | | $ | 25,476 | ||||||||||
U.S. agency securities |
1,549 | 14,690 | | | 16,239 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total U.S. government and agency securities |
27,022 | 14,693 | | | 41,715 | |||||||||||||||
Other sovereign government obligations |
32,487 | 6,887 | 8 | | 39,382 | |||||||||||||||
Corporate and other debt: |
||||||||||||||||||||
State and municipal securities |
| 1,591 | | | 1,591 | |||||||||||||||
Residential mortgage-backed securities |
| 1,703 | 51 | | 1,754 | |||||||||||||||
Commercial mortgage-backed securities |
| 1,772 | 80 | | 1,852 | |||||||||||||||
Asset-backed securities |
| 853 | 146 | | 999 | |||||||||||||||
Corporate bonds |
| 16,083 | 538 | | 16,621 | |||||||||||||||
Collateralized debt and loan obligations |
| 473 | 1,293 | | 1,766 | |||||||||||||||
Loans and lending commitments |
| 8,411 | 4,988 | | 13,399 | |||||||||||||||
Other debt |
| 2,743 | 31 | | 2,774 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total corporate and other debt |
| 33,629 | 7,127 | | 40,756 | |||||||||||||||
Corporate equities(1) |
95,834 | 189 | 263 | | 96,286 | |||||||||||||||
Derivative and other contracts: |
||||||||||||||||||||
Interest rate contracts |
590 | 433,871 | 2,533 | | 436,994 | |||||||||||||||
Credit contracts |
| 37,479 | 2,304 | | 39,783 | |||||||||||||||
Foreign exchange contracts |
27 | 49,712 | 162 | | 49,901 | |||||||||||||||
Equity contracts |
1,139 | 48,504 | 1,543 | | 51,186 | |||||||||||||||
Commodity contracts |
2,387 | 12,242 | 2,018 | | 16,647 | |||||||||||||||
Other |
| 114 | | | 114 | |||||||||||||||
Netting(2) |
(3,815 | ) | (499,521 | ) | (4,627 | ) | (56,075 | ) | (564,038 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total derivative and other contracts |
328 | 82,401 | 3,933 | (56,075 | ) | 30,587 | ||||||||||||||
Investments: |
||||||||||||||||||||
Private equity funds |
| | 2,576 | | 2,576 | |||||||||||||||
Real estate funds |
| 6 | 1,643 | | 1,649 | |||||||||||||||
Hedge funds |
| 386 | 394 | | 780 | |||||||||||||||
Principal investments |
87 | 49 | 2,193 | | 2,329 | |||||||||||||||
Other |
181 | 57 | 521 | | 759 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total investments |
268 | 498 | 7,327 | | 8,093 | |||||||||||||||
Physical commodities |
| 2,726 | | | 2,726 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total trading assets |
155,939 | 141,023 | 18,658 | (56,075 | ) | 259,545 | ||||||||||||||
Securities available for sale |
29,264 | 29,622 | | | 58,886 | |||||||||||||||
Securities received as collateral |
21,594 | 16 | 3 | | 21,613 | |||||||||||||||
Federal funds sold and securities purchased under agreements to resell |
| 866 | | | 866 | |||||||||||||||
Intangible assets(3) |
| | 7 | | 7 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets measured at fair value |
$ | 206,797 | $ | 171,527 | $ | 18,668 | $ | (56,075 | ) | $ | 340,917 | |||||||||
|
|
|
|
|
|
|
|
|
|
17 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Counterparty and Cash Collateral Netting |
Balance at March 31, 2014 |
||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Liabilities at Fair Value |
||||||||||||||||||||
Commercial paper and other short-term borrowings |
$ | | $ | 1,169 | $ | | $ | | $ | 1,169 | ||||||||||
Trading liabilities: |
||||||||||||||||||||
U.S. government and agency securities: |
||||||||||||||||||||
U.S. Treasury securities |
14,509 | | | | 14,509 | |||||||||||||||
U.S. agency securities |
2,079 | 134 | | | 2,213 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total U.S. government and agency securities |
16,588 | 134 | | | 16,722 | |||||||||||||||
Other sovereign government obligations |
17,986 | 2,457 | | | 20,443 | |||||||||||||||
Corporate and other debt: |
||||||||||||||||||||
State and municipal securities |
| 2 | | | 2 | |||||||||||||||
Asset-backed securities |
| 1 | | | 1 | |||||||||||||||
Corporate bonds |
| 6,354 | 3 | | 6,357 | |||||||||||||||
Collateralized debt and loan obligations |
| 5 | | | 5 | |||||||||||||||
Unfunded lending commitments |
| 39 | 6 | | 45 | |||||||||||||||
Other debt |
| 385 | 68 | | 453 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total corporate and other debt |
| 6,786 | 77 | | 6,863 | |||||||||||||||
Corporate equities(1) |
34,548 | 136 | 10 | | 34,694 | |||||||||||||||
Derivative and other contracts: |
||||||||||||||||||||
Interest rate contracts |
556 | 411,966 | 2,654 | | 415,176 | |||||||||||||||
Credit contracts |
| 35,784 | 2,535 | | 38,319 | |||||||||||||||
Foreign exchange contracts |
5 | 50,088 | 110 | | 50,203 | |||||||||||||||
Equity contracts |
1,212 | 52,975 | 2,642 | | 56,829 | |||||||||||||||
Commodity contracts |
2,748 | 13,371 | 944 | | 17,063 | |||||||||||||||
Other |
| 46 | 1 | | 47 | |||||||||||||||
Netting(2) |
(3,815 | ) | (499,521 | ) | (4,627 | ) | (36,806 | ) | (544,769 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total derivative and other contracts |
706 | 64,709 | 4,259 | (36,806 | ) | 32,868 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total trading liabilities |
69,828 | 74,222 | 4,346 | (36,806 | ) | 111,590 | ||||||||||||||
Obligation to return securities received as collateral |
27,531 | 31 | 3 | | 27,565 | |||||||||||||||
Securities sold under agreements to repurchase |
| 456 | 154 | | 610 | |||||||||||||||
Other secured financings |
| 4,239 | 275 | | 4,514 | |||||||||||||||
Long-term borrowings |
| 33,742 | 1,878 | | 35,620 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities measured at fair value |
$ | 97,359 | $ | 113,859 | $ | 6,656 | $ | (36,806 | ) | $ | 181,068 | |||||||||
|
|
|
|
|
|
|
|
|
|
(1) | The Company holds or sells short for trading purposes equity securities issued by entities in diverse industries and of varying size. |
(2) | For positions with the same counterparty that cross over the levels of the fair value hierarchy, both counterparty netting and cash collateral netting are included in the column titled Counterparty and Cash Collateral Netting. For contracts with the same counterparty, counterparty netting among positions classified within the same level is included within that level. For further information on derivative instruments and hedging activities, see Note 11. |
(3) | Amount represents mortgage servicing rights (MSR) accounted for at fair value. See Note 7 for further information on MSRs. |
Transfers Between Level 1 and Level 2 During the Quarter Ended March 31, 2014.
For assets and liabilities that were transferred between Level 1 and Level 2 during the period, fair values are ascribed as if the assets or liabilities had been transferred as of the beginning of the period.
In the quarter ended March 31, 2014, there were no material transfers between Level 1 and Level 2.
18 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2013.
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Counterparty and Cash Collateral Netting |
Balance at December 31, 2013 |
||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Assets at Fair Value |
||||||||||||||||||||
Trading assets: |
||||||||||||||||||||
U.S. government and agency securities: |
||||||||||||||||||||
U.S. Treasury securities |
$ | 32,083 | $ | | $ | | $ | | $ | 32,083 | ||||||||||
U.S. agency securities |
1,216 | 17,720 | | | 18,936 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total U.S. government and agency securities |
33,299 | 17,720 | | | 51,019 | |||||||||||||||
Other sovereign government obligations |
25,363 | 6,610 | 27 | | 32,000 | |||||||||||||||
Corporate and other debt: |
||||||||||||||||||||
State and municipal securities |
| 1,615 | | | 1,615 | |||||||||||||||
Residential mortgage-backed securities |
| 2,029 | 47 | | 2,076 | |||||||||||||||
Commercial mortgage-backed securities |
| 1,534 | 108 | | 1,642 | |||||||||||||||
Asset-backed securities |
| 878 | 103 | | 981 | |||||||||||||||
Corporate bonds |
| 16,592 | 522 | | 17,114 | |||||||||||||||
Collateralized debt and loan obligations |
| 802 | 1,468 | | 2,270 | |||||||||||||||
Loans and lending commitments |
| 7,483 | 5,129 | | 12,612 | |||||||||||||||
Other debt |
| 6,365 | 27 | | 6,392 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total corporate and other debt |
| 37,298 | 7,404 | | 44,702 | |||||||||||||||
Corporate equities(1) |
107,818 | 1,206 | 190 | | 109,214 | |||||||||||||||
Derivative and other contracts: |
||||||||||||||||||||
Interest rate contracts |
750 | 526,127 | 2,475 | | 529,352 | |||||||||||||||
Credit contracts |
| 42,258 | 2,088 | | 44,346 | |||||||||||||||
Foreign exchange contracts |
52 | 61,570 | 179 | | 61,801 | |||||||||||||||
Equity contracts |
1,215 | 51,656 | 1,234 | | 54,105 | |||||||||||||||
Commodity contracts |
2,396 | 8,595 | 2,380 | | 13,371 | |||||||||||||||
Other |
| 43 | | | 43 | |||||||||||||||
Netting(2) |
(3,836 | ) | (606,878 | ) | (4,931 | ) | (54,906 | ) | (670,551 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total derivative and other contracts |
577 | 83,371 | 3,425 | (54,906 | ) | 32,467 | ||||||||||||||
Investments: |
||||||||||||||||||||
Private equity funds |
| | 2,531 | | 2,531 | |||||||||||||||
Real estate funds |
| 6 | 1,637 | | 1,643 | |||||||||||||||
Hedge funds |
| 377 | 432 | | 809 | |||||||||||||||
Principal investments |
43 | 42 | 2,160 | | 2,245 | |||||||||||||||
Other |
202 | 45 | 538 | | 785 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total investments |
245 | 470 | 7,298 | | 8,013 | |||||||||||||||
Physical commodities |
| 3,329 | | | 3,329 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total trading assets |
167,302 | 150,004 | 18,344 | (54,906 | ) | 280,744 | ||||||||||||||
Securities available for sale |
24,412 | 29,018 | | | 53,430 | |||||||||||||||
Securities received as collateral |
20,497 | 11 | | | 20,508 | |||||||||||||||
Federal funds sold and securities purchased under agreements to resell |
| 866 | | | 866 | |||||||||||||||
Intangible assets(3) |
| | 8 | | 8 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets measured at fair value |
$ | 212,211 | $ | 179,899 | $ | 18,352 | $ | (54,906 | ) | $ | 355,556 | |||||||||
|
|
|
|
|
|
|
|
|
|
19 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Counterparty and Cash Collateral Netting |
Balance at December 31, 2013 |
||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Liabilities at Fair Value |
||||||||||||||||||||
Deposits |
$ | | $ | 185 | $ | | $ | | $ | 185 | ||||||||||
Commercial paper and other short-term borrowings |
| 1,346 | 1 | | 1,347 | |||||||||||||||
Trading liabilities: |
||||||||||||||||||||
U.S. government and agency securities: |
||||||||||||||||||||
U.S. Treasury securities |
15,963 | | | | 15,963 | |||||||||||||||
U.S. agency securities |
2,593 | 116 | | | 2,709 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total U.S. government and agency securities |
18,556 | 116 | | | 18,672 | |||||||||||||||
Other sovereign government obligations |
14,717 | 2,473 | | | 17,190 | |||||||||||||||
Corporate and other debt: |
||||||||||||||||||||
State and municipal securities |
| 15 | | | 15 | |||||||||||||||
Corporate bonds |
| 5,033 | 22 | | 5,055 | |||||||||||||||
Collateralized debt and loan obligations |
| 3 | | | 3 | |||||||||||||||
Unfunded lending commitments |
| 127 | 2 | | 129 | |||||||||||||||
Other debt |
| 1,144 | 48 | | 1,192 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total corporate and other debt |
| 6,322 | 72 | | 6,394 | |||||||||||||||
Corporate equities(1) |
27,983 | 513 | 8 | | 28,504 | |||||||||||||||
Derivative and other contracts: |
||||||||||||||||||||
Interest rate contracts |
675 | 504,292 | 2,362 | | 507,329 | |||||||||||||||
Credit contracts |
| 40,391 | 2,235 | | 42,626 | |||||||||||||||
Foreign exchange contracts |
23 | 61,925 | 111 | | 62,059 | |||||||||||||||
Equity contracts |
1,033 | 57,797 | 2,065 | | 60,895 | |||||||||||||||
Commodity contracts |
2,637 | 8,749 | 1,500 | | 12,886 | |||||||||||||||
Other |
| 72 | 4 | | 76 | |||||||||||||||
Netting(2) |
(3,836 | ) | (606,878 | ) | (4,931 | ) | (36,465 | ) | (652,110 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total derivative and other contracts |
532 | 66,348 | 3,346 | (36,465 | ) | 33,761 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total trading liabilities |
61,788 | 75,772 | 3,426 | (36,465 | ) | 104,521 | ||||||||||||||
Obligation to return securities received as collateral |
24,549 | 19 | | | 24,568 | |||||||||||||||
Securities sold under agreements to repurchase |
| 407 | 154 | | 561 | |||||||||||||||
Other secured financings |
| 4,928 | 278 | | 5,206 | |||||||||||||||
Long-term borrowings |
| 33,750 | 1,887 | | 35,637 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities measured at fair value |
$ | 86,337 | $ | 116,407 | $ | 5,746 | $ | (36,465 | ) | $ | 172,025 | |||||||||
|
|
|
|
|
|
|
|
|
|
(1) | The Company holds or sells short for trading purposes equity securities issued by entities in diverse industries and of varying size. |
(2) | For positions with the same counterparty that cross over the levels of the fair value hierarchy, both counterparty netting and cash collateral netting are included in the column titled Counterparty and Cash Collateral Netting. For contracts with the same counterparty, counterparty netting among positions classified within the same level is included within that level. For further information on derivative instruments and hedging activities, see Note 11. |
(3) | Amount represents MSRs accounted for at fair value. See Note 7 for further information on MSRs. |
Transfers Between Level 1 and Level 2 During the Quarter Ended March 31, 2013.
For assets and liabilities that were transferred between Level 1 and Level 2 during the period, fair values are ascribed as if the assets or liabilities had been transferred as of the beginning of the period.
In the quarter ended March 31, 2013, there were no material transfers between Level 1 and Level 2.
20 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis.
The following tables present additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for the quarters ended March 31, 2014 and 2013, respectively. Level 3 instruments may be hedged with instruments classified in Level 1 and Level 2. As a result, the realized and unrealized gains (losses) for assets and liabilities within the Level 3 category presented in the tables below do not reflect the related realized and unrealized gains (losses) on hedging instruments that have been classified by the Company within the Level 1 and/or Level 2 categories.
Additionally, 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 (losses) during the period for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value during the period that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.
For assets and liabilities that were transferred into Level 3 during the period, gains (losses) are presented as if the assets or liabilities had been transferred into Level 3 at the beginning of the period; similarly, for assets and liabilities that were transferred out of Level 3 during the period, gains (losses) are presented as if the assets or liabilities had been transferred out at the beginning of the period.
21 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Quarter Ended March 31, 2014.
Beginning Balance at December 31, 2013 |
Total Realized and Unrealized Gains (Losses)(1) |
Purchases | Sales | Issuances | Settlements | Net Transfers |
Ending Balance at March 31, 2014 |
Unrealized Gains (Losses) for Level 3 Assets/ Liabilities Outstanding at March 31, 2014(2) |
||||||||||||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||||||||||||||||||
Assets at Fair Value |
||||||||||||||||||||||||||||||||||||
Trading assets: |
||||||||||||||||||||||||||||||||||||
Other sovereign government obligations |
$ | 27 | $ | 2 | $ | | $ | (20 | ) | $ | | $ | | $ | (1 | ) | $ | 8 | $ | 1 | ||||||||||||||||
Corporate and other debt: |
||||||||||||||||||||||||||||||||||||
Residential mortgage-backed securities |
47 | 5 | 2 | (8 | ) | | | 5 | 51 | 4 | ||||||||||||||||||||||||||
Commercial mortgage-backed securities |
108 | 8 | 45 | (81 | ) | | | | 80 | | ||||||||||||||||||||||||||
Asset-backed securities |
103 | 17 | 7 | (3 | ) | | | 22 | 146 | 17 | ||||||||||||||||||||||||||
Corporate bonds |
522 | 20 | 183 | (188 | ) | | (8 | ) | 9 | 538 | 21 | |||||||||||||||||||||||||
Collateralized debt and loan obligations |
1,468 | 52 | 283 | (494 | ) | | (51 | ) | 35 | 1,293 | 12 | |||||||||||||||||||||||||
Loans and lending commitments |
5,129 | (289 | ) | 670 | (122 | ) | | (383 | ) | (17 | ) | 4,988 | (292 | ) | ||||||||||||||||||||||
Other debt |
27 | 1 | 2 | (3 | ) | | | 4 | 31 | | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total corporate and other debt |
7,404 | (186 | ) | 1,192 | (899 | ) | | (442 | ) | 58 | 7,127 | (238 | ) | |||||||||||||||||||||||
Corporate equities |
190 | (1 | ) | 90 | (21 | ) | | | 5 | 263 | (3 | ) | ||||||||||||||||||||||||
Net derivative and other contracts(3): |
||||||||||||||||||||||||||||||||||||
Interest rate contracts |
113 | (133 | ) | 9 | | (7 | ) | (51 | ) | (52 | ) | (121 | ) | (150 | ) | |||||||||||||||||||||
Credit contracts |
(147 | ) | (77 | ) | 39 | | (70 | ) | 36 | (12 | ) | (231 | ) | 67 | ||||||||||||||||||||||
Foreign exchange contracts |
68 | (7 | ) | | | | 8 | (17 | ) | 52 | (6 | ) | ||||||||||||||||||||||||
Equity contracts |
(831 | ) | 49 | 144 | (1 | ) | (277 | ) | (106 | ) | (77 | ) | (1,099 | ) | 10 | |||||||||||||||||||||
Commodity contracts |
880 | 163 | 56 | | | (25 | ) | | 1,074 | 152 | ||||||||||||||||||||||||||
Other |
(4 | ) | (1 | ) | | | | 4 | | (1 | ) | (1 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total net derivative and other contracts |
79 | (6 | ) | 248 | (1 | ) | (354 | ) | (134 | ) | (158 | ) | (326 | ) | 72 | |||||||||||||||||||||
Investments: |
||||||||||||||||||||||||||||||||||||
Private equity funds |
2,531 | 171 | 75 | (201 | ) | | | | 2,576 | 90 | ||||||||||||||||||||||||||
Real estate funds |
1,637 | 52 | 15 | (61 | ) | | | | 1,643 | 46 | ||||||||||||||||||||||||||
Hedge funds |
432 | 13 | 18 | (12 | ) | | | (57 | ) | 394 | 13 | |||||||||||||||||||||||||
Principal investments |
2,160 | 61 | | (12 | ) | | | (16 | ) | 2,193 | 47 | |||||||||||||||||||||||||
Other |
538 | (14 | ) | 10 | (11 | ) | | | (2 | ) | 521 | (14 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total investments |
7,298 | 283 | 118 | (297 | ) | | | (75 | ) | 7,327 | 182 | |||||||||||||||||||||||||
Securities received as collateral |
| | | | | | 3 | 3 | | |||||||||||||||||||||||||||
Intangible assets |
8 | | | | | (1 | ) | | 7 | | ||||||||||||||||||||||||||
Liabilities at Fair Value |
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Commercial paper and other short-term borrowings |
$ | 1 | $ | | $ | | $ | | $ | | $ | (1) | $ | | $ | | $ | | ||||||||||||||||||
Trading liabilities: |
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Corporate and other debt: |
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Corporate bonds |
22 | 4 | (46 | ) | 40 | | | (9 | ) | 3 | 3 | |||||||||||||||||||||||||
Unfunded lending commitments |
2 | (4 | ) | | | | | | 6 | (4 | ) | |||||||||||||||||||||||||
Other debt |
48 | | (5 | ) | | | | 25 | 68 | | ||||||||||||||||||||||||||
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Total corporate and other debt |
72 | | (51 | ) | 40 | | | 16 | 77 | (1 | ) | |||||||||||||||||||||||||
Corporate equities |
8 | 1 | (3 | ) | 2 | | | 4 | 10 | | ||||||||||||||||||||||||||
Obligation to return securities received as collateral |
| | | | | | 3 | 3 | | |||||||||||||||||||||||||||
Securities sold under agreements to repurchase |
154 | | | | | | | 154 | | |||||||||||||||||||||||||||
Other secured financings |
278 | (4 | ) | | | 1 | (8 | ) | | 275 | (4 | ) | ||||||||||||||||||||||||
Long-term borrowings |
1,887 | (25 | ) | | | 185 | (176 | ) | (43 | ) | 1,878 | (27 | ) |
22 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(1) | Total realized and unrealized gains (losses) are primarily included in Trading revenues in the condensed consolidated statements of income except for $283 million related to Trading assetsInvestments, which is included in Investments revenues. |
(2) | Amounts represent unrealized gains (losses) for the quarter ended March 31, 2014 related to assets and liabilities still outstanding at March 31, 2014. |
(3) | Net derivative and other contracts represent Trading assetsDerivative and other contracts net of Trading liabilitiesDerivative and other contracts. For further information on derivative instruments and hedging activities, see Note 11. |
In the quarter ended March 31, 2014, there were no material transfers from Level 2 to Level 3.
Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Quarter Ended March 31, 2013.
Beginning Balance at December 31, 2012 |
Total Realized and Unrealized Gains (Losses)(1) |
Purchases | Sales | Issuances | Settlements | Net Transfers |
Ending Balance at March 31, 2013 |
Unrealized Gains (Losses) for Level 3 Assets/ Liabilities Outstanding at March 31, 2013(2) |
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(dollars in millions) | ||||||||||||||||||||||||||||||||||||
Assets at Fair Value |
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Trading assets: |
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Other sovereign government obligations |
$ | 6 | $ | | $ | 1 | $ | (3 | ) | $ | | $ | | $ | (1 | ) | $ | 3 | $ | | ||||||||||||||||
Corporate and other debt: |
||||||||||||||||||||||||||||||||||||
Residential mortgage-backed securities |
45 | 26 | 15 | (42 | ) | | | (25 | ) | 19 | 9 | |||||||||||||||||||||||||
Commercial mortgage-backed securities |
232 | 15 | 6 | (80 | ) | | | 1 | 174 | 7 | ||||||||||||||||||||||||||
Asset-backed securities |
109 | | 1 | (99 | ) | | | | 11 | | ||||||||||||||||||||||||||
Corporate bonds |
660 | 62 | 437 | (247 | ) | | (12 | ) | (12 | ) | 888 | 5 | ||||||||||||||||||||||||
Collateralized debt and loan obligations |
1,951 | 191 | 314 | (695 | ) | | (95 | ) | | 1,666 | 63 | |||||||||||||||||||||||||
Loans and lending commitments |
4,694 | 20 | 944 | (149 | ) | | (738 | ) | 513 | 5,284 | 1 | |||||||||||||||||||||||||
Other debt |
45 | (8 | ) | 14 | (49 | ) | | | (1 | ) | 1 | (1 | ) | |||||||||||||||||||||||
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Total corporate and other debt |
7,736 | 306 | 1,731 | (1,361 | ) | | (845 | ) | 476 | 8,043 | 84 | |||||||||||||||||||||||||
Corporate equities |
288 | (22 | ) | 85 | (61 | ) | | | (20 | ) | 270 | 5 | ||||||||||||||||||||||||
Net derivative and other contracts(3): |
||||||||||||||||||||||||||||||||||||
Interest rate contracts |
(82 | ) | (106 | ) | 1 | | (1 | ) | 192 | (26 | ) | (22 | ) | 18 | ||||||||||||||||||||||
Credit contracts |
1,822 | (452 | ) | 42 | | (15 | ) | (4 | ) | 10 | 1,403 | (418 | ) | |||||||||||||||||||||||
Foreign exchange contracts |
(359 | ) | 8 | | | | 109 | 7 | (235 | ) | (2 | ) | ||||||||||||||||||||||||
Equity contracts |
(1,144 | ) | (140 | ) | 85 | (1 | ) | (93 | ) | (76 | ) | 29 | (1,340 | ) | (125 | ) | ||||||||||||||||||||
Commodity contracts |
709 | (10 | ) | 9 | | (4 | ) | (8 | ) | 7 | 703 | (30 | ) | |||||||||||||||||||||||
Other |
(7 | ) | (2 | ) | | | | 6 | | (3 | ) | (2 | ) | |||||||||||||||||||||||
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Total net derivatives and other contracts |
939 | (702 | ) | 137 | (1 | ) | (113 | ) | 219 | 27 | 506 | (559 | ) | |||||||||||||||||||||||
Investments: |
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Private equity funds |
2,179 | 114 | 70 | (72 | ) | | | | 2,291 | 104 | ||||||||||||||||||||||||||
Real estate funds |
1,370 | 80 | 3 | (83 | ) | | | | 1,370 | 90 | ||||||||||||||||||||||||||
Hedge funds |
552 | 2 | 31 | (34 | ) | | | (6 | ) | 545 | (3 | ) | ||||||||||||||||||||||||
Principal investments |
2,833 | 63 | 35 | (85 | ) | | | 9 | 2,855 | 78 | ||||||||||||||||||||||||||
Other |
486 | 17 | 11 | (17 | ) | | | (1 | ) | 496 | 16 | |||||||||||||||||||||||||
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Total investments |
7,420 | 276 | 150 | (291 | ) | | | 2 | 7,557 | 285 | ||||||||||||||||||||||||||
Intangible assets |
7 | 4 | | | | (3 | ) | | 8 | 2 |
23 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Beginning Balance at December 31, 2012 |
Total Realized and Unrealized Gains (Losses)(1) |
Purchases | Sales | Issuances | Settlements | Net Transfers |
Ending Balance at March 31, 2013 |
Unrealized Gains (Losses) for Level 3 Assets/ Liabilities Outstanding at March 31, 2013(2) |
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(dollars in millions) | ||||||||||||||||||||||||||||||||||||
Liabilities at Fair Value |
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Commercial paper and other short-term borrowings |
$ | 19 | $ | | $ | | $ | | $ | 1 | $ | (1 | ) | $ | (14 | ) | $ | 5 | $ | | ||||||||||||||||
Trading liabilities: |
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Corporate and other debt: |
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Residential mortgage-backed securities |
4 | | | | | | | 4 | | |||||||||||||||||||||||||||
Corporate bonds |
177 | | (131 | ) | 371 | | | 7 | 424 | 3 | ||||||||||||||||||||||||||
Unfunded lending commitments |
46 | 21 | | | | | | 25 | 20 | |||||||||||||||||||||||||||
Other debt |
49 | 11 | (37 | ) | 10 | | | | 11 | 10 | ||||||||||||||||||||||||||
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Total corporate and other debt |
276 | 32 | (168 | ) | 381 | | | 7 | 464 | 33 | ||||||||||||||||||||||||||
Corporate equities |
5 | | (3 | ) | 1 | | | 1 | 4 | 1 | ||||||||||||||||||||||||||
Securities sold under agreements to repurchase |
151 | (4 | ) | | | | | | 155 | (4 | ) | |||||||||||||||||||||||||
Other secured financings |
406 | 12 | | | 13 | (132 | ) | | 275 | 5 | ||||||||||||||||||||||||||
Long-term borrowings |
2,789 | (17 | ) | | | 543 | (188 | ) | (377 | ) | 2,784 | (17 | ) |
(1) | Total realized and unrealized gains (losses) are primarily included in Trading revenues in the condensed consolidated statements of income except for $276 million related to Trading assetsInvestments, which is included in Investments revenues. |
(2) | Amounts represent unrealized gains (losses) for March 31, 2013 related to assets and liabilities still outstanding at March 31, 2013. |
(3) | Net derivative and other contracts represent Trading assetsDerivative and other contracts, net of Trading liabilitiesDerivative and other contracts. For further information on derivative instruments and hedging activities, see Note 11. |
Quantitative Information about and Sensitivity of Significant Unobservable Inputs Used in Recurring Level 3 Fair Value Measurements at March 31, 2014 and December 31, 2013.
The disclosures below provide information on the valuation techniques, significant unobservable inputs and their ranges and averages for each major category of assets and liabilities measured at fair value on a recurring basis with a significant Level 3 balance. The level of aggregation and breadth of products cause the range of inputs to be wide and not evenly distributed across the inventory. Further, the range of unobservable inputs may differ across firms in the financial services industry because of diversity in the types of products included in each firms inventory. The following disclosures also include qualitative information on the sensitivity of the fair value measurements to changes in the significant unobservable inputs.
24 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
At March 31, 2014.
Balance at March 31, 2014 (dollars in millions) |
Valuation Technique(s) |
Significant Unobservable Input(s) / |
Range(1) |
Averages(2) | ||||||||||
Assets |
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Trading assets: |
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Corporate and other debt: |
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Residential mortgage-backed securities |
$ | 51 | Comparable pricing |
Comparable bond price / (A) | 0 to 69 points | 6 points | ||||||||
Commercial mortgage-backed securities |
80 | Comparable pricing |
Comparable bond price / (A) | 3 to 84 points | 34 points | |||||||||
Asset-backed securities |
146 | Discounted cash flow(6) |
Discount rate / (C) | 17% | 17% | |||||||||
Comparable pricing |
Comparable bond price / (A) | 0 to 63 points | 31 points | |||||||||||
Corporate bonds |
538 | Comparable pricing |
Comparable bond price / (A) | 1 to 170 points | 74 points | |||||||||
Collateralized debt and loan obligations |
1,293 | Comparable pricing(6) |
Comparable bond price / (A) | 18 to 101 points | 75 points | |||||||||
Correlation model |
Credit correlation / (B) | 43 to 57% | 49% | |||||||||||
Loans and lending commitments |
4,988 | Corporate loan model |
Credit spread / (C) | 25 to 460 basis points | 247 basis points | |||||||||
Margin loan model |
Credit spread / (C)(D) | 214 to 216 basis points | 214 basis points | |||||||||||
Volatility skew / (C)(D) | 1 to 40% | 21% | ||||||||||||
Comparable bond price / (A)(D) | 80 to 120 points | 100 points | ||||||||||||
Discount rate / (C)(D) | 2 to 3% | 3% | ||||||||||||
Option model |
Volatility skew / (C) | -1 to 0% | 0% | |||||||||||
Comparable pricing(6) |
Comparable loan price / (A) | 10 to 101 points | 79 points | |||||||||||
Corporate equities(3) |
263 | Net asset value |
Discount to net asset value / (C) | 0 to 85% | 43% | |||||||||
Comparable pricing(6) |
Comparable equity price / (A) | 100% | 100% | |||||||||||
Comparable pricing |
Comparable price / (A) | 100% | 100% | |||||||||||
Market approach |
EBITDA multiple / (A)(D) | 5 to 11 times | 6 times | |||||||||||
Price/Book ratio / (A)(D) | 0 to 1 times | 1 times | ||||||||||||
Net derivative and other contracts: |
||||||||||||||
Interest rate contracts |
(121) | Option model |
Interest rate volatility concentration liquidity multiple / (C)(D) |
0 to 3 times | 2 times | |||||||||
Comparable bond price / (A)(D) | 5 to 100 points | |
64 points / 81 points(4) |
| ||||||||||
Interest rateForeign exchange correlation / (A)(D) |
37 to 64% | 51% / 54%(4) | ||||||||||||
Interest rate volatility skew / (A)(D) |
25 to 55% | 37% / 29%(4) | ||||||||||||
Interest rate quanto correlation / (A)(D) |
-11 to 37% | 9% / 7%(4) | ||||||||||||
Interest rate curve correlation / (A)(D) |
47 to 85% | 72% / 73%(4) | ||||||||||||
Inflation volatility / (A)(D) | 78 to 80% | 79% / 79%(4) | ||||||||||||
Interest rateInflation correlation / (A)(D) |
-42% | -42% / -42%(4) | ||||||||||||
Credit contracts |
(231) | Comparable pricing |
Cash synthetic basis / (C)(D) | 4 to 8 points | 7 points | |||||||||
Comparable bond price / (C)(D) | 0 to 55 points | 19 points | ||||||||||||
Correlation model(6) |
Credit correlation / (B) | 27 to 95% | 57% | |||||||||||
Foreign exchange contracts(5) |
52 | Option model |
Comparable bond price / (A)(D) | 5 to 100 points | |
64 points / 81 points(4) |
| |||||||
Interest rate quanto correlation / (A)(D) |
-11 to 37% | 9% / 7%(4) | ||||||||||||
Interest rateCredit spread correlation / (A)(D) |
-59 to 16% | -19% / -19%(4) | ||||||||||||
Interest rate curve correlation / (A)(D) |
47 to 85% | 72% / 73%(4) | ||||||||||||
Interest rateForeign exchange correlation / (A)(D) |
37 to 64% | 51% / 54%(4) | ||||||||||||
Interest rate volatility skew / (A)(D) |
25 to 55% | 37% / 29%(4) | ||||||||||||
Interest rate curve / (A)(D) | 0 to 2% | 1% / 0%(4) |
25 |
MORGAN STANLEY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Balance at March 31, 2014 (dollars in millions) |
Valuation Technique(s) |
Significant Unobservable Input(s) / |
Range(1) | Averages(2) | ||||||||||||
Equity contracts(5) |
(1,099) | Option model |
At the money volatility / (A)(D) |
16 to 52% | 31% | |||||||||||
Volatility skew / (A)(D) |
-4 to 0% | -1% | ||||||||||||||
EquityEquity correlation / (C)(D) |
40 to 99% | 70% | ||||||||||||||
EquityForeign exchange correlation / (C)(D) |
-50 to -11% | -20% | ||||||||||||||
EquityInterest rate correlation /(C)(D) |
-4 to 70% | 25% / 10%(4) | ||||||||||||||
Commodity contracts |
1,074 | Option model |
Forward power price / (C)(D) |
|
$15 to $85 per Megawatt hour |
|
|
$40 per Megawatt hour |
| |||||||
Commodity volatility / (A)(D) |
13 to 40% | 15% | ||||||||||||||