Edgar Filing: MORGAN STANLEY

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Commission File Number 1-11758

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(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

(Registrant’s 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 ☒ 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 ☒ No ☐

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


Large Accelerated Filer ☒		Accelerated Filer ☐
Non-Accelerated Filer ☐		Smaller reporting company ☐
(Do not check if a smaller reporting company)		Emerging growth company ☐

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

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

As of July 31, 2017, there were 1,836,580,691 shares of the Registrant’s Common Stock, par value $0.01 per share, outstanding.

QUARTERLY REPORT ON FORM 10-Q

For the quarter ended June 30, 2017


Table of Contents	Part		Item		Page
Financial Information		I				1
Management’s Discussion and Analysis of Financial Condition and Results of Operations				2		1
Introduction						1
Executive Summary						2
Business Segments						7
Supplemental Financial Information and Disclosures						18
Accounting Development Updates						18
Critical Accounting Policies						19
Liquidity and Capital Resources						19
Quantitative and Qualitative Disclosures about Market Risk				3		31
Controls and Procedures				4		41
Report of Independent Registered Public Accounting Firm						42
Financial Statements				1		43
Consolidated Financial Statements and Notes						43
Consolidated Income Statements (Unaudited)						43
Consolidated Comprehensive Income Statements (Unaudited)						44
Consolidated Balance Sheets (Unaudited at June 30, 2017)						45
Consolidated Statements of Changes in Total Equity (Unaudited)						46
Consolidated Cash Flow Statements (Unaudited)						47
Notes to Consolidated Financial Statements (Unaudited)						48
1. Introduction and Basis of Presentation						48
2. Significant Accounting Policies						49
3. Fair Values						50
4. Derivative Instruments and Hedging Activities						62
5. Investment Securities						67
6. Collateralized Transactions						71
7. Loans and Allowance for Credit Losses						73
8. Equity Method Investments						76
9. Deposits						76
10. Long-Term Borrowings and Other Secured Financings						77
11. Commitments, Guarantees and Contingencies						77
12. Variable Interest Entities and Securitization Activities						82
13. Regulatory Requirements						85
14. Total Equity						87
15. Earnings per Common Share						89
16. Interest Income and Interest Expense						90
17. Employee Benefit Plans						90
18. Income Taxes						90
19. Segment and Geographic Information						91
20. Subsequent Events						92
Financial Data Supplement (Unaudited)						93
Other Information		II				96
Legal Proceedings				1		96
Unregistered Sales of Equity Securities and Use of Proceeds				2		98
Exhibits				6		98
Signatures						99
Exhibit Index						E-1

Available Information

We file 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 SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains an internet site, www.sec.gov, that contains annual, quarterly and current reports, proxy and information statements and other information that issuers file electronically with the SEC. Our electronic SEC filings are available to the public at the SEC’s internet site.

Our internet site is www.morganstanley.com. You can access our Investor Relations webpage at www.morganstanley.com/about-us-ir. We make available free of charge, on or through our Investor Relations webpage, our 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. We also make available, through our Investor Relations webpage, via a link to the SEC’s internet site, statements of beneficial ownership of our equity securities filed by our directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act.

You can access information about our corporate governance at www.morganstanley.com/about-us-governance. Our Corporate Governance webpage includes:

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Amended and Restated Certificate of Incorporation;

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Amended and Restated Bylaws;

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

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Corporate Governance Policies;

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Policy Regarding Communication with the Board of Directors;

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Policy Regarding Director Candidates Recommended by Shareholders;

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Policy Regarding Corporate Political Activities;

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Policy Regarding Shareholder Rights Plan;

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Equity Ownership Commitment;

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Code of Ethics and Business Conduct;

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Code of Conduct;

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Integrity Hotline Information; and

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Environmental and Social Policies.

Our Code of Ethics and Business Conduct applies to all directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Deputy Chief Financial Officer. We 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 our 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 our internet site is not incorporated by reference into this report.

Financial Information

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

Introduction

Morgan Stanley, a financial holding company, is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Wealth Management and Investment Management. Morgan Stanley, 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,” “Firm,” “us,” “we,” or “our” mean Morgan Stanley (the “Parent Company”) together with its consolidated subsidiaries.

A description of the clients and principal products and services of each of our business segments is as follows:

Institutional Securities provides investment banking, sales and trading, lending and other services to corporations, governments, financial institutions, and high to ultra-high net worth clients. Investment banking services consist of capital raising and financial advisory services, including services relating to the underwriting of debt, equity and other securities, as well as advice on mergers and acquisitions, restructurings, real estate and project finance. Sales and trading services include sales, financing and market-making activities in equity and fixed income products, including prime brokerage services, global macro, credit and commodities products. Lending services include originating and/or purchasing corporate loans, commercial and residential mortgage lending, asset-backed lending, financing extended to equities and commodities customers, and loans to municipalities. Other services include investment and research activities.

Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses/institutions covering

brokerage and investment advisory services, financial and wealth planning services, annuity and insurance products, credit and other lending products, banking and retirement plan services.

Investment Management provides a broad range of investment strategies and products that span geographies, asset classes, and public and private markets to a diverse group of clients across institutional and intermediary channels. Strategies and products include equity, fixed income, liquidity and alternative/other products. Institutional clients include defined benefit/defined contribution plans, foundations, endowments, government entities, sovereign wealth funds, insurance companies, third-party fund sponsors and corporations. Individual clients are serviced through intermediaries, including affiliated and non-affiliated distributors.

The results of operations in the past have been, and in the future may continue to be, materially affected by competition; risk factors; and legislative, legal and regulatory developments; as well as other factors. These factors also may have an adverse impact on our ability to achieve our strategic objectives. Additionally, the discussion of our results of operations herein may contain forward-looking statements. These statements, which reflect management’s beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect our future results, see “Forward-Looking Statements” immediately preceding Part I, Item 1, “Business—Competition” and “Business—Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) and “Liquidity and Capital Resources—Regulatory Requirements” herein.


		1		June 2017 Form 10-Q


Management’s Discussion and Analysis

Executive Summary

Overview of Financial Results

Consolidated Results

Net Revenues

($ in millions)

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Net Income Applicable to Morgan Stanley

($ in millions)

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Earnings per Common Share¹

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1.	For the calculation of basic and diluted earnings per common share, see Note 15 to the consolidated financial statements.

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We reported net revenues of $9,503 million in the three months ended June 30, 2017 (“current quarter,” or “2Q 2017”), compared with $8,909 million in the three months ended June 30, 2016 (“prior year quarter,” or “2Q 2016”). For the current quarter, net income applicable to Morgan Stanley was $1,757 million, or $0.87 per diluted common share, compared with $1,582 million, or $0.75 per diluted common share, in the prior year quarter.

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We reported net revenues of $19,248 million in the six months ended June 30, 2017 (“current year period,” or “YTD 2017”), compared with $16,701 million in the six months ended June 30, 2016 (“prior year period,” or “YTD 2016”). For the current year period, net income applicable to Morgan Stanley was $3,687 million, or $1.87 per diluted common share, compared with income of $2,716 million, or $1.30 per diluted common share in the prior year period.

Non-interest Expenses

($ in millions)

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Compensation and benefits expenses of $4,252 million in the current quarter and $8,718 million in the current year period increased 6% and 13%, respectively, from $4,015 million in the prior year quarter and $7,698 million in the prior year period, primarily due to increases in incentive compensation driven mainly by higher revenues and


June 2017 Form 10-Q		2


Management’s Discussion and Analysis

the fair value of investments to which certain deferred compensation plans are referenced.

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Non-compensation expenses were $2,609 million in the current quarter and $5,080 million in the current year period compared with $2,411 million in the prior year quarter and $4,782 million in the prior year period, representing an 8% and a 6% increase, respectively. These increases were primarily as a result of higher Brokerage, clearing and exchange fees expense and other volume-driven expenses and a provision related to a United Kingdom (“U.K.”) indirect tax (i.e. value-added tax or “VAT”) matter. In addition to these drivers, non-compensation expenses increased in the current year period due to higher litigation costs. For further discussion of the U.K. VAT matter, see “Institutional Securities—Investments, Other Revenues, Non-interest Expenses and Other Items—Other Items” herein.

Expense Efficiency Ratio

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The expense efficiency ratio was 72.2% in the current quarter and 71.7% in the current year period. The expense efficiency ratio was 72.1% in the prior year quarter and 74.7% in the prior year period (see “Selected Non-Generally Accepted Accounting Principles (“Non-GAAP”) Financial Information” herein).

Return on Average Common Equity

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The annualized return on average common equity (“ROE”) was 9.1% in the current quarter and 9.9% in the current

year period. The annualized ROE was 8.3% in the prior year quarter and 7.2% in the prior year period (see “Selected Non-Generally Accepted Accounting Principles (“Non-GAAP”) Financial Information” herein).

Business Segment Results

Net Revenues by Segment^{1, 2}

($ in millions)

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		3		June 2017 Form 10-Q


Management’s Discussion and Analysis

Net Income Applicable to Morgan Stanley by Segment^2,
3

($ in millions)

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1.	The total amount of Net Revenues by Segment also includes intersegment eliminations of $(75) million and $(63) million in the current quarter and prior year quarter, respectively, and $(149) million and $(130) million in the current year period and prior year period, respectively.

2.	The percentages on the sides of the charts represent the contribution of each business segment to the total. Amounts do not necessarily total to 100% due to intersegment eliminations, where applicable.

3.	The total amount of Net Income Applicable to Morgan Stanley by Segment also includes intersegment eliminations of $2 million in the current year period.

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Institutional Securities net revenues of $4,762 million in the current quarter and $9,914 million in the current year period increased 4% from the prior year quarter and increased 20% from the prior year period. The current quarter results primarily reflected higher revenues from underwriting and strength in equity sales and trading. The current year period results primarily reflected higher revenues from fixed income sales and trading and underwriting.

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Wealth Management net revenues of $4,151 million in the current quarter and $8,209 million in the current year period increased 9% from the prior year quarter and increased 10% from the prior year period. The current

quarter and the current year period results reflected growth in asset management fee revenues and Net interest income. In addition to these drivers, the current year period results reflected higher transactional revenues.

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Investment Management net revenues of $665 million in the current quarter and $1,274 million in the current year period increased 14% from the prior year quarter and increased 20% from the prior year period. The current quarter results primarily reflected higher investment gains and carried interest and growth in asset management fee revenues. Current year period results primarily reflected investment gains compared with losses in the prior year period and positive carried interest in the current year period.

Net Revenues by Region¹

($ in millions)

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EMEA—Europe, Middle East and Africa

1.	For a discussion of how the geographic breakdown for net revenues is determined, see Note 21 to the consolidated financial statements in Item 8 of the 2016 Form 10-K.


June 2017 Form 10-Q		4


Management’s Discussion and Analysis

Selected Financial Information and Other Statistical Data


	Three Months Ended June 30,						Six Months Ended June 30,
$ in millions	2017			2016			2017			2016
Income from continuing operations applicable to Morgan Stanley	$	1,762		$	1,586		$	3,714		$	2,723
Income (loss) from discontinued operations applicable to Morgan Stanley		(5	)		(4	)		(27	)		(7	)
Net income applicable to Morgan Stanley		1,757			1,582			3,687			2,716
Preferred stock dividends and other		170			157			260			235
Earnings applicable to Morgan Stanley common shareholders	$	1,587		$	1,425		$	3,427		$	2,481
Effective income tax rate from continuing operations		32.0	%		33.5	%		30.5	%		33.4	%


	At June 30, 2017			At December 31, 2016
Capital ratios (Transitional-Advanced)¹
Common Equity Tier 1 capital ratio		16.6	%		16.9	%
Tier 1 capital ratio		19.0	%		19.0	%
Total capital ratio		21.9	%		22.0	%
Capital ratios (Transitional-Standardized)¹
Tier 1 leverage ratio²		8.5	%		8.4	%


in millions, except per share and employee data	At June 30, 2017		At December 31, 2016
Loans³	$	97,639	$	94,248
Total assets	$	841,016	$	814,949
Global Liquidity Reserve⁴	$	188,296	$	202,297
Deposits	$	144,913	$	155,863
Long-term borrowings	$	184,112	$	164,775
Common shareholders’ equity	$	70,306	$	68,530
Common shares outstanding		1,840		1,852
Book value per common share⁵	$	38.22	$	36.99
Worldwide employees		56,187		55,311

1.	For a discussion of our regulatory capital ratios, see “Liquidity and Capital Resources—Regulatory Requirements” herein.

2.	See Note 13 to the consolidated financial statements for information on the Tier 1 leverage ratio.

3.	Amounts include loans held for investment (net of allowance) and loans held for sale but exclude loans at fair value, which are included in Trading assets in the consolidated balance sheets (see Note 7 to the consolidated financial statements).

4.	For a discussion of Global Liquidity Reserve, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Risk Management Framework—Global Liquidity Reserve” in Part II, Item 7 of the 2016 Form 10-K.

5.	Book value per common share equals common shareholders’ equity divided by common shares outstanding.

Selected Non-Generally Accepted Accounting Principles (“Non-GAAP”) Financial Information

We prepare our consolidated financial statements using accounting principles generally accepted in the United States of America (“U.S. GAAP”). From time to time, we may disclose certain “non-GAAP financial measures” in this document, or in the course of our earnings releases, earnings and other conference calls, financial presentations, Definitive Proxy Statement and otherwise. A “non-GAAP financial measure” excludes, or includes, amounts from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. We consider the non-GAAP financial measures we disclose to be useful to us, investors and analysts by providing further transparency about, or an alternate means of assessing, our financial condition, operating results, prospective regulatory capital requirements, or capital adequacy. These measures are not in accordance with, or a substitute for, U.S. GAAP and may be different from or inconsistent with non-GAAP financial measures used by other companies. Whenever we refer to a non-GAAP financial measure, we will also generally define it or present the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, along with a reconciliation of the differences between the U.S. GAAP financial measure and the non-GAAP financial measure.

The principal non-GAAP financial measures presented in this document are set forth below.

Non-GAAP Financial Measures by Business Segment


	Three Months Ended June 30,						Six Months Ended June 30,
$ in billions	2017			2016			2017			2016
Pre-tax profit margin¹
Institutional Securities		30	%		33	%		32	%		29	%
Wealth Management		25	%		23	%		25	%		22	%
Investment Management		21	%		20	%		19	%		15	%
Consolidated		28	%		28	%		28	%		25	%
Average common equity²
Institutional Securities	$	40.2		$	43.2		$	40.2		$	43.2
Wealth Management		17.2			15.3			17.2			15.3
Investment Management		2.4			2.8			2.4			2.8
Parent Company		10.1			7.7			9.7			7.3
Consolidated average common equity	$	69.9		$	69.0		$	69.5		$	68.6
Return on average common equity²
Institutional Securities		8.5	%		8.0	%		9.9	%		6.4	%
Wealth Management		14.6	%		12.9	%		14.6	%		12.7	%
Investment Management		16.3	%		10.6	%		13.7	%		8.8	%
Consolidated		9.1	%		8.3	%		9.9	%		7.2	%


		5		June 2017 Form 10-Q


Management’s Discussion and Analysis

Reconciliations from U.S. GAAP to Non-GAAP Consolidated Financial Measures


	Three Months Ended June 30,						Six Months Ended June 30,
$ in millions, except per share data	2017			2016			2017			2016
Net income applicable to Morgan Stanley
U.S. GAAP	$	1,757		$	1,582		$	3,687		$	2,716
Impact of discrete tax provision³		4			—			18			—
Net income applicable to Morgan Stanley, excluding discrete tax provision—non-GAAP	$	1,761		$	1,582		$	3,705		$	2,716
Earnings per diluted common share
U.S. GAAP	$	0.87		$	0.75		$	1.87		$	1.30
Impact of discrete tax provision³		—			—			0.01			—
Earnings per diluted common share, excluding discrete tax provision—non-GAAP	$	0.87		$	0.75		$	1.88		$	1.30
Effective income tax rate
U.S. GAAP		32.0	%		33.5	%		30.5	%		33.4	%
Impact of discrete tax provision³		(0.1	)%		—			(0.4	)%		—
Effective income tax rate from continuing
operations, excluding discrete tax provision—non-GAAP		31.9	%		33.5	%		30.1	%		33.4	%

1.	Pre-tax profit margin represents income from continuing operations before income taxes as a percentage of net revenues.

Average common equity for each business segment is determined at the beginning of each year using our Required Capital framework, an internal capital adequacy measure (see “Liquidity and Capital Resources—Regulatory Requirements—Attribution of Average Common Equity According to the Required Capital Framework” herein) and will remain fixed throughout the year until the next annual reset. Each business segment’s return on average common equity equals annualized net income applicable to Morgan Stanley less an allocation of preferred dividends as a percentage of average common equity for that segment. Consolidated return on average common equity equals annualized consolidated net income applicable to Morgan Stanley less preferred dividends as a percentage of average common equity.

Beginning in 2017, with the adoption of the accounting update Improvements to Employee Share-Based Payment Accounting, the income tax consequences related to share-based payments are required to be recognized in Provision for income taxes in the consolidated income statements upon the conversion of employee share-based awards, which primarily occur in the first quarter of each year. The impact of the income tax consequences upon conversion of the awards may be either a benefit or a provision and is treated as a discrete item. The non-GAAP financial measures for net income applicable to Morgan Stanley, earnings per diluted common share and effective income tax rate above exclude discrete tax provisions other than income tax consequences arising from conversion activity as we anticipate conversion activity each quarter. See Note 2 to the consolidated financial statements for information on the adoption of the accounting update Improvements to Employee Share-Based Payment Accounting. For further information on the discrete tax provision, see “Supplemental Financial Information and Disclosures—Income Tax Matters” herein.

Consolidated Non-GAAP Financial Measures


	Three Months Ended June 30,						Six Months Ended June 30,
$ in billions	2017			2016			2017			2016
Average common equity^{1, 2, 3}
Unadjusted	$	69.9		$	69.0		$	69.5		$	68.6
Excluding DVA		70.5			69.1			70.1			68.7
Excluding DVA and discrete tax provision (benefit)		70.5			69.1			70.1			68.7
Return on average common equity^{1, 2, 4, 5}
Unadjusted		9.1	%		8.3	%		9.9	%		7.2	%
Excluding DVA		9.0	%		8.3	%		9.8	%		7.2	%
Excluding DVA and discrete tax provision (benefit)		9.0	%		8.3	%		9.8	%		7.2	%
Average tangible common equity^{1, 2, 3}^,⁶
Unadjusted	$	60.7		$	59.5		$	60.2		$	59.1
Excluding DVA		61.3			59.6			60.8			59.2
Excluding DVA and discrete tax provision (benefit)		61.3			59.6			60.8			59.2
Return on average tangible common equity^{1, 2, 5}
Unadjusted		10.4	%		9.6	%		11.4	%		8.4	%
Excluding DVA		10.3	%		9.6	%		11.3	%		8.4	%
Excluding DVA and discrete tax provision (benefit)		10.4	%		9.6	%		11.3	%		8.4	%

Expense efficiency ratio⁷		72.2	%		72.1	%		71.7	%		74.7	%


	At June 30, 2017		At December 31, 2016
Tangible book value per common share⁶	$	33.24	$	31.98

DVA—Debt valuation adjustment represents the change in the fair value resulting from fluctuations in our credit spreads and other credit factors related to liabilities carried at fair value under the fair value option, primarily certain Long-term and Short-term borrowings.

1.	When excluding DVA, it is only excluded from the denominator. When excluding the discrete tax provision (benefit), both the numerator and denominator are adjusted to exclude that item.

Beginning in 2017, with the adoption of the accounting update Improvements to Employee Share-Based Payment Accounting, the income tax consequences related to share-based payments are required to be recognized in Provision for income taxes in the consolidated income statements upon the conversion of employee share-based awards, which primarily occur in the first quarter of each year. The impact of the income tax consequences upon conversion of the awards may be either a benefit or a provision and is treated as a discrete item. When excluding discrete tax provision (benefit) from average common equity, return on average common equity, average tangible common equity and return on average tangible common equity above only discrete tax provisions (benefits) other than income tax consequences arising from conversion activity are excluded as we anticipate conversion activity each quarter. See Note 2 to the consolidated financial statements for information on the adoption of the accounting update Improvements to Employee Share-Based Payment Accounting.

The impact of DVA on average common equity and average tangible common equity was approximately $(612) million and $(106) million in the current quarter and prior year quarter, respectively. The impact of DVA on average common equity and average tangible common equity was approximately $(599) million and $(128) million in the current year period and prior year period, respectively.

4.	The calculation used in determining the Firm’s “ROE Target” is return on average common equity excluding DVA and discrete tax items as set forth above.

Return on average common equity equals annualized consolidated net income applicable to Morgan Stanley less preferred dividends as a percentage of average common equity. Return on average tangible common equity equals annualized net income applicable to Morgan Stanley less preferred dividends as a percentage of average tangible common equity.


June 2017 Form 10-Q		6


Management’s Discussion and Analysis

6.	For a discussion of tangible common equity, see “Liquidity and Capital Resources—Tangible Equity” herein. Tangible book value per common share equals tangible common equity divided by common shares outstanding.

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

Return on Equity Target

We have an ROE Target of 9% to 11% to be achieved by 2017. Our ROE Target and the related strategies and goals are forward-looking statements that may be materially affected by many factors, including, among other things: macroeconomic and market conditions; legislative and regulatory developments; industry trading and investment banking volumes; equity market levels; interest rate environment; legal expenses and the ability to reduce expenses in general; capital levels; and discrete tax items. For further information on our ROE Target and related assumptions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Return on Equity Target” in Part II, Item 7 of the 2016 Form 10-K.

Business Segments

Substantially all of our operating revenues and operating expenses are directly attributable to the business segments. Certain revenues and expenses have been allocated to each business segment, generally in proportion to its respective net revenues, non-interest expenses or other relevant measures.

As a result of treating certain intersegment transactions as transactions with external parties, we include an Intersegment Eliminations category to reconcile the business segment results to our consolidated results.

Net Revenues, Compensation Expense and Income Taxes

For discussions of our net revenues, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Net Revenues” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Net Revenues by Segment” in Part II, Item 7 of the 2016 Form 10-K. For a discussion of our compensation expense, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Compensation Expense” in Part II, Item 7 of the 2016 Form 10-K. For a discussion of our Income Tax expense, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Income Taxes” in Part II, Item 7 of the 2016 Form 10-K.


		7		June 2017 Form 10-Q


Management’s Discussion and Analysis

Institutional Securities

Income Statement Information

Three Months Ended
June 30,

$ in millions

2017

2016

% Change

Revenues

Investment banking

1,413

1,108

28%

Trading

2,725

2,498

Investments

(51)%

Commissions and fees

630

607

Asset management, distribution and administration fees

29%

Other

126

138

(9)%

Total non-interest revenues

5,020

4,496

12%

Interest income

1,243

966

29%

Interest expense

1,501

884

70%

Net interest

(258

)

N/M

Net revenues

4,762

4,578

Compensation and benefits

1,667

1,625

Non-compensation expenses

1,652

1,447

14%

Total non-interest expenses

3,319

3,072

Income from continuing operations before income taxes

1,443

1,506

(4)%

Provision for income taxes

413

453

(9)%

Income from continuing operations

1,030

1,053

(2)%

Income (loss) from discontinued operations, net of income taxes

)

(25)%

Net income

1,025

1,049

(2)%

Net income applicable to noncontrolling interests

(46)%

Net income applicable to Morgan Stanley

992

988

—%

Six Months Ended
June 30,

$ in millions

2017

2016

% Change

Revenues

Investment banking

2,830

2,098

35%

Trading

5,737

4,389

31%

Investments

103

108

(5)%

Commissions and fees

1,250

1,262

(1)%

Asset management, distribution and administration fees

180

142

27%

Other

299

142

111%

Total non-interest revenues

10,399

8,141

28%

Interest income

2,367

2,019

17%

Interest expense

2,852

1,868

53%

Net interest

(485

)

151

N/M

Net revenues

9,914

8,292

20%

Compensation and benefits

3,537

3,007

18%

Non-compensation expenses

3,204

2,871

12%

Total non-interest expenses

6,741

5,878

15%

Income from continuing operations before income taxes

3,173

2,414

31%

Provision for income taxes

872

728

20%

Income from continuing operations

2,301

1,686

36%

Income (loss) from discontinued operations, net of income taxes

(27

)

N/M

Net income

2,274

1,679

35%

Net income applicable to noncontrolling interests

100

(32)%

Net income applicable to Morgan Stanley

2,206

1,579

40%

N/M—Not Meaningful


June 2017 Form 10-Q		8


Management’s Discussion and Analysis

Investment Banking

Investment Banking Revenues

Three Months Ended
June 30,

$ in millions

2017

2016

% Change

Advisory

504

497

Underwriting revenues:

Equity

405

266

52%

Fixed income

504

345

46%

Total underwriting

909

611

49%

Total investment banking

1,413

1,108

28%

Six Months Ended
June 30,

$ in millions

2017

2016

% Change

Advisory

1,000

1,088

(8)%

Underwriting revenues:

Equity

795

426

87%

Fixed income

1,035

584

77%

Total underwriting

1,830

1,010

81%

Total investment banking

2,830

2,098

35%

Investment Banking Volumes


	Three Months Ended June 30,				Six Months Ended June 30,
$ in billions	2017¹		2016¹		2017¹		2016¹
Completed mergers and acquisitions²	$	205	$	241	$	356	$	538
Equity and equity-related offerings³		20		14		30		21
Fixed income offerings⁴		67		62		142		113

Source: Thomson Reuters, data at July 12, 2017. Completed mergers and acquisitions volumes are based on full credit to each of the advisors in a transaction. Equity and equity-related offerings and fixed income offerings are based on full credit for single book managers and equal credit for joint book managers. Transaction volumes may not be indicative of net revenues in a given period. In addition, transaction volumes for prior periods may vary from amounts previously reported due to the subsequent withdrawal or change in the value of a transaction.

2.	Amounts include transactions of $100 million or more.

3.	Amounts include Rule 144A issuances and registered public offerings of common stock and convertible securities and rights offerings.

4.	Amounts include non-convertible preferred stock, mortgage-backed and asset-backed securities, and taxable municipal debt. Amounts include publicly registered and Rule 144A issuances. Amounts exclude leveraged loans and self-led issuances.

Investment banking revenues are composed of fees from advisory services and revenues from the underwriting of securities offerings and syndication of loans, net of syndication expenses.

Investment banking revenues of $1,413 million in the current quarter and $2,830 million in the current year period increased 28% and 35% from the comparable prior year periods. The increase in the current quarter primarily reflected higher underwriting revenues. The increase in the current year period was due to higher underwriting revenues, partially offset by lower advisory revenues.

•

Advisory revenues were relatively unchanged in the current quarter and decreased in the current year period reflecting the lower volumes of completed merger, acquisition and restructuring transactions (see Investment Banking Volumes table), offset by the positive impact of higher fee realizations.

•

Equity underwriting revenues increased in the current quarter and current year period as a result of higher global market volumes in both follow-on and initial public offerings (see Investment Banking Volumes table). In the current year period, equity underwriting revenues also increased as a result of higher fee realizations. Fixed income underwriting revenues increased in the current quarter and current year period primarily due to higher non-investment grade loan fees and bond fees.

Sales and Trading Net Revenues

By Income Statement Line Item


	Three Months Ended June 30,
$ in millions	2017			2016		% Change
Trading	$	2,725		$	2,498	9%
Commissions and fees		630			607	4%
Asset management, distribution and administration fees		89			69	29%
Net interest		(258	)		82	N/M
Total	$	3,186		$	3,256	(2)%


	Six Months Ended June 30,
$ in millions	2017			2016		% Change
Trading	$	5,737		$	4,389	31%
Commissions and fees		1,250			1,262	(1)%
Asset management, distribution and administration fees		180			142	27%
Net interest		(485	)		151	N/M
Total	$	6,682		$	5,944	12%

N/M—Not Meaningful


		9		June 2017 Form 10-Q


Management’s Discussion and Analysis

By Business


	Three Months Ended June 30,
$ in millions	2017			2016			% Change
Equity	$	2,155		$	2,145		—%
Fixed income		1,239			1,297		(4)%
Other		(208	)		(186	)	(12)%
Total	$	3,186		$	3,256		(2)%


	Six Months Ended June 30,
$ in millions	2017			2016			% Change
Equity	$	4,171		$	4,201		(1)%
Fixed income		2,953			2,170		36%
Other		(442	)		(427	)	(4)%
Total	$	6,682		$	5,944		12%

Sales and Trading Activities—Equity and Fixed Income

Following is a description of the sales and trading activities within our equities and fixed income businesses as well as how their results impact the income statement line items, followed by a presentation and explanation of results.

Equities—Financing. We provide financing and prime brokerage services to our clients active in the equity markets through a variety of products including margin lending, securities lending and swaps. Results from this business are largely driven by the difference between financing income earned and financing costs incurred, which are reflected in Net interest for securities and equity lending products and in Trading revenues for derivative products.

Equities—Execution services. We make markets for our clients in equity-related securities and derivative products, including providing liquidity and hedging products. A significant portion of the results for this business is generated by commissions and fees from executing and clearing client transactions on major stock and derivative exchanges as well as from over-the-counter (“OTC”) transactions. Market-making also generates gains and losses on inventory, which are reflected in Trading revenues.

Fixed income—Within fixed income we make markets in order to facilitate client activity as part of the following products and services.

•

Global macro products. We make markets for our clients in interest rate, foreign exchange and emerging market products, including exchange-traded and OTC securities, loans and derivative instruments. The results of this market-making activity are primarily driven by gains and losses from buying and selling positions to stand ready for and satisfy client demand, and are recorded in Trading revenues.

•

Credit products. We make markets in credit-sensitive products, such as corporate bonds and mortgage securities

and other securitized products, and related derivative instruments. The values of positions in this business are sensitive to changes in credit spreads and interest rates, which result in gains and losses reflected in Trading revenues. Due to the amount and type of the interest-bearing securities and loans making up this business, a significant portion of the results is also reflected in Net interest revenues.

•

Commodities products and Other. We make markets in various commodity products related primarily to electricity, natural gas, oil, and precious metals, with the results primarily reflected in Trading revenues. Other activities include the results from the centralized management of our fixed income derivative counterparty exposures, which are primarily recorded in Trading revenues.

Sales and Trading Net Revenues—Equity and Fixed Income


	Three Months Ended June 30, 2017
$ in millions	Trading		Fees¹		Net Interest²			Total
Financing	$	1,166	$	88	$	(227	)	$	1,027
Execution services		601		580		(53	)		1,128
Total Equity	$	1,767	$	668	$	(280	)	$	2,155
Total Fixed Income	$	1,114	$	48	$	77		$	1,239


	Three Months Ended June 30, 2016
$ in millions	Trading		Fees¹		Net Interest²			Total
Financing	$	1,039	$	90	$	(82	)	$	1,047
Execution services		576		549		(27	)		1,098
Total Equity	$	1,615	$	639	$	(109	)	$	2,145
Total Fixed Income	$	1,018	$	37	$	242		$	1,297

Six Months Ended
June 30, 2017

$ in millions

Trading

Fees¹

Net
Interest²

Total

Financing

2,097

177

(415

)

1,859

Execution services

1,265

1,148

(101

)

2,312

Total Equity

3,362

1,325

(516

)

4,171

Total Fixed Income

2,712

102

139

2,953


	Six Months Ended June 30, 2016
$ in millions	Trading		Fees¹		Net Interest²			Total
Financing	$	1,925	$	176	$	(42	)	$	2,059
Execution services		1,085		1,149		(92	)		2,142
Total Equity	$	3,010	$	1,325	$	(134	)	$	4,201
Total Fixed Income	$	1,573	$	77	$	520		$	2,170

1.	Includes Commissions and fees and Asset management, distribution and administration fees.

2.	Funding costs are allocated to the businesses based on funding usage and are included in Net interest.


June 2017 Form 10-Q		10


Management’s Discussion and Analysis

We manage each of the sales and trading businesses based on its aggregate net revenues, which are comprised of the consolidated income statement line items quantified in the previous table. Trading revenues are affected by a variety of market dynamics, including volumes, bid-offer spreads, and inventory prices, as well as impacts from hedging activity, which are interrelated. We provide qualitative commentary in the discussion of results that follow on the key drivers of period over period variances, as the quantitative impact of the various market dynamics typically cannot be disaggregated.

For additional information on total Trading revenues, see the table “Trading Revenues by Product Type” in Note 4 to the consolidated financial statements.

Sales and Trading Net Revenues during the Current Quarter

Equity

Equity sales and trading net revenues of $2,155 million in the current quarter were relatively unchanged from the prior year quarter, reflecting higher results in execution services, offset by lower results in our financing business.

•

Financing revenues decreased 2% from the prior year quarter as Net interest revenues declined from higher net interest costs, reflecting increased liquidity requirements and an increased proportion of lower spread transactions, partially offset by higher client activity in equity swaps reflected in Trading.

•

Execution services increased 3% from the prior year quarter primarily reflecting higher revenues from derivative products and improved commissions and fees driven by increased client activity, partially offset by higher net interest costs.

Fixed Income

Fixed income net revenues of $1,239 million in the current quarter were 4% lower than the prior year quarter, driven by a decrease in Net interest revenues across all three product areas, partially offset by an increase in Trading revenues.

•

Credit products decreased due to a lower level of interest realized in securitized products and tighter bid-offer spreads in the current quarter.

•

Global macro products decreased due to higher interest costs in the current quarter which resulted from interest rate products inventory management. This was partially offset by improved performance in foreign exchange and emerging markets trading activity principally due to specific market events.

•

Commodities products and Other increased due to the absence of losses from counterparty risk management incurred in the prior year quarter, partially offset by a decrease in Commodities structured transactions.

Sales and Trading Net Revenues during the Current Year Period

Equity

Equity sales and trading net revenues of $4,171 million in the current year period were relatively unchanged from the prior year period, reflecting lower results in our financing business, offset by higher results in execution services.

•

Financing revenues decreased 10% from the prior year period as Net interest revenues declined from higher net interest costs, reflecting increased liquidity requirements and an increased proportion of lower spread transactions, partially offset by higher client activity in equity swaps reflected in Trading.

•

Execution services increased 8% from the prior year period primarily reflecting improved results in Trading revenues compared with the prior year period when increased volatility resulted in inventory losses.

Fixed Income

Fixed income net revenues of $2,953 million in the current year period were 36% higher than the prior year period, driven by an increase in Trading revenues, partially offset by a decline in Net interest revenues.

•

Credit products increased due to the absence of inventory losses driven by a widening spread environment in the prior year period. This was partially offset by a lower level of interest realized in securitized products in the current year period.

•

Global macro products increased due to a more favorable environment across products compared with the prior year period when results were impacted by inventory losses. This was partially offset by higher interest costs in the current year period which resulted from interest rate products inventory management.

•

Commodities products and Other increased due to improved energy trading and the absence of losses from counterparty risk management incurred in the prior year period.


		11		June 2017 Form 10-Q


Management’s Discussion and Analysis

Investments, Other Revenues, Non-interest Expenses and Other Items

Investments

•

Net investment gains of $37 million in the current quarter decreased from the prior year quarter primarily as a result of lower gains on equities business related investments.

•

Net investment gains of $103 million in the current year period decreased from the prior year period primarily reflecting lower gains on business related investments, partially offset by gains on investments associated with our compensation plans compared with losses in the prior year period.

Other

•

Other revenues of $126 million in the current quarter were relatively unchanged from the prior year quarter. Other revenues of $299 million in the current year period increased from the prior year period primarily reflecting mark-to-market gains on loans held for sale in the current year period compared with mark-to-market losses in the prior year period and a decrease in the provision on loans held for investment.

Non-interest Expenses

Non-interest expenses of $3,319 million in the current quarter increased from the comparable prior year period primarily reflecting a 3% increase in Compensation and benefits expenses and a 14% increase in Non-compensation expenses. Non-interest expenses of $6,741 million in the current year period reflect an 18% increase in Compensation and benefits expenses and a 12% increase in Non-compensation expenses.

•

Compensation and benefits expenses increased in the current quarter and current year period primarily due to increases in discretionary incentive compensation driven mainly by higher revenues and the fair value of investments to which certain deferred compensation plans are referenced.

•

Non-compensation expenses increased in the current quarter and current year period primarily due to higher Brokerage, clearing and exchange fees expense and other volume-driven expenses and a provision related to the U.K. VAT matter (see Other Items below). In addition to these drivers, non-compensation expenses increased in the current year period due to higher litigation costs.

Other Items

The Firm self-identified an issue regarding VAT on intercompany services provided by certain overseas affiliates to our U.K. Group. The Firm is reviewing the reporting of U.K. VAT as additional support service centers were added to our operations over the years, and the focus and nature of their intended services shifted among geographic locations. During the current quarter, we have recorded a provision of $86 million that incorporates potential additional VAT, interest and penalties for this exposure. We are actively working with Her Majesty’s Revenue and Customs to resolve this matter. The provision reflected is based on currently available information and analyses, and our review of this matter is continuing.


June 2017 Form 10-Q		12


Management’s Discussion and Analysis

Wealth Management

Income Statement Information

Three Months Ended
June 30,

% Change

$ in millions

2017

2016¹

Revenues

Investment banking

135

123

10%

Trading

207

252

(18)%

Investments

—

N/M

Commissions and fees

424

423

—%

Asset management, distribution and administration fees

2,302

2,082

11%

Other

102

(28)%

Total non-interest revenues

3,142

2,982

Interest income

1,114

920

21%

Interest expense

105

15%

Net interest

1,009

829

22%

Net revenues

4,151

3,811

Compensation and benefits

2,297

2,152

Non-compensation expenses

797

800

—%

Total non-interest expenses

3,094

2,952

Income from continuing operations before income taxes

1,057

859

23%

Provision for income taxes

392

343

14%

Net income applicable to Morgan Stanley

665

516

29%

Six Months Ended
June 30,

% Change

$ in millions

2017

2016¹

Revenues

Investment banking

280

244

15%

Trading

445

446

—%

Investments

)

200%

Commissions and fees

864

835

Asset management, distribution and administration fees

4,486

4,136

Other

129

160

(19)%

Total non-interest revenues

6,206

5,819

Interest income

2,193

1,834

20%

Interest expense

190

174

Net interest

2,003

1,660

21%

Net revenues

8,209

7,479

10%

Compensation and benefits

4,614

4,240

Non-compensation expenses

1,565

1,594

(2)%

Total non-interest expenses

6,179

5,834

Income from continuing operations before income taxes

2,030

1,645

23%

Provision for income taxes

718

636

13%

Net income applicable to Morgan Stanley

1,312

1,009

30%

N/M – Not Meaningful

Effective July 1, 2016, the Institutional Securities and Wealth Management business segments entered into an agreement, whereby Institutional Securities assumed management of Wealth Management’s fixed income client-driven trading activities and employees. Institutional Securities now pays fees to Wealth Management based on distribution activity (collectively, the “Fixed Income Integration”). Prior periods have not been recast for this new intersegment agreement due to immateriality.

Statistical Data

Financial Information and Statistical Data


$ in billions	At June 30, 2017		At December 31, 2016
Client assets	$	2,239	$	2,103
Fee-based client assets¹	$	962	$	877
Fee-based client assets as a percentage of total client assets		43%		42%
Client liabilities²	$	77	$	73
Bank deposit program	$	139	$	153
Investment securities portfolio	$	53.5	$	63.9
Loans and lending commitments	$	74.2	$	68.7
Wealth Management representatives		15,777		15,763


	Three Months Ended June 30,
	2017		2016
Annualized revenues per representative
(dollars in thousands)³	$	1,052	$	959
Client assets per representative
(dollars in millions)⁴	$	142	$	128
Fee-based asset flows⁵
(dollars in billions)	$	19.9	$	12.0

	Six Months Ended June 30,
	2017		2016
Annualized revenues per representative
(dollars in thousands)³	$	1,041	$	941
Client assets per representative
(dollars in millions)⁴	$	142	$	128
Fee-based asset flows⁵
(dollars in billions)	$	38.7	$	17.9

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

2.	Client liabilities include securities-based and tailored lending, residential real estate loans and margin lending.

3.	Annualized revenues per representative equal Wealth Management’s annualized revenues divided by the average representative headcount.

4.	Client assets per representative equal total period-end client assets divided by period-end representative headcount.

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


		13		June 2017 Form 10-Q


Management’s Discussion and Analysis

Transactional Revenues


	Three Months Ended June 30,				% Change
$ in millions	2017		2016		% Change
Investment banking	$	135	$	123		10%
Trading		207		252		(18)%
Commissions and fees		424		423		—%
Total	$	766	$	798		(4)%

	Six Months Ended June 30,				% Change
$ in millions	2017		2016		% Change
Investment banking	$	280	$	244		15%
Trading		445		446		—%
Commissions and fees		864		835		3%
Total	$	1,589	$	1,525		4%

Net Revenues

Transactional Revenues

Transactional revenues of $766 million in the current quarter decreased 4% from the prior year quarter primarily reflecting lower Trading revenues, partially offset by higher Investment banking revenues.

Transactional revenues of $1,589 million in the current year period increased 4% from the prior year period primarily reflecting higher revenues in Investment banking and Commissions and fees.

•

Investment banking revenues increased in the current quarter primarily due to higher revenues from structured products and equity syndicate activities, partially offset by lower fixed income revenues as a result of the Fixed Income Integration and lower preferred stock underwriting activity. The increase in the current year period was due to higher revenues from structured products and equity syndicate activities, partially offset by lower preferred stock underwriting activity.

•

Trading revenues decreased in the current quarter primarily due to the Fixed Income Integration, partially offset by gains related to investments associated with certain employee deferred compensation plans. Trading revenues in the current year period were relatively unchanged as lower revenues related to the Fixed Income Integration were largely offset by gains related to investments associated with certain employee deferred compensation plans.

•

Commissions and fees were relatively unchanged in the current quarter. Commissions and fees increased in the current year period primarily due to the Fixed Income Integration and to higher equities activity, partially offset by lower annuity product revenues.

Asset Management

•

Asset management, distribution and administration fees of $2,302 million in the current quarter and $4,486 million in the current year period increased 11% from the prior year quarter and increased 8% from the prior year period. The increase in each respective period is primarily due to market appreciation and net positive flows, partially offset by lower average client fee rates. See “Fee-Based Client Assets Activity and Average Fee Rate by Account Type” herein.

Net Interest

•

Net interest of $1,009 million in the current quarter and $2,003 million in the current year period increased 22% and 21%, respectively, from the comparable prior year periods primarily due to higher interest rates and higher loan balances, partially offset by lower investment portfolio balances.

Other

•

Other revenues of $73 million in the current quarter and $129 million in the current year period decreased 28% and 19%, respectively, from the comparable prior year periods, due to lower realized gains from the available for sale (“AFS”) securities portfolio.

Non-interest Expenses

Non-interest expenses of $3,094 million in the current quarter and $6,179 million in the current year period increased 5% and 6%, respectively, from the comparable prior year periods.

•

Compensation and benefits expenses in the current quarter and current year period increased primarily due to higher revenues and increases in the fair value of investments to which certain deferred compensation plans are referenced.

•

Non-compensation expenses were relatively unchanged in the current quarter. Non-compensation expenses decreased in the current year period primarily due to lower litigation and information processing costs, partially offset by higher deposit insurance expenses.


June 2017 Form 10-Q		14


Management’s Discussion and Analysis

Fee-Based Client Assets Activity and Average Fee Rate by Account Type

For a description of fee-based client assets, including descriptions for the fee based client asset types and rollforward items in the following tables, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Wealth Management—Fee-Based Client Assets Activity and Average Fee Rate by Account Type” in Part II, Item 7 of the 2016 Form 10-K.


	At March 31, 2017		Inflows		Outflows			Market Impact			At June 30, 2017		Average for the Three Months Ended June 30, 2017
$ in billions, Fee Rate in bps	At March 31, 2017		Inflows		Outflows			Market Impact			At June 30, 2017		Fee Rate¹

Separately managed accounts^{2, 3}	$	230	$	8	$	(7	)	$	6		$	237	17
Unified managed accounts³		217		13		(7	)		5			228	98
Mutual fund advisory		21		—		(1	)		1			21	118
Representative as advisor		133		10		(8	)		3			138	84
Representative as portfolio manager		305		23		(11	)		4			321	96
Subtotal	$	906	$	54	$	(34	)	$	19		$	945	77
Cash management		21		2		(6	)		—			17	6
Total fee-based client assets	$	927	$	56	$	(40	)	$	19		$	962	75

	At March 31, 2016		Inflows		Outflows			Market Impact			At June 30, 2016		Average for the Three Months Ended June 30, 2016
$ in billions, Fee Rate in bps	At March 31, 2016		Inflows		Outflows			Market Impact			At June 30, 2016		Fee Rate¹

Separately managed accounts²	$	278	$	9	$	(7	)	$	(1	)	$	279	37
Unified managed accounts		112		11		(5	)		2			120	106
Mutual fund advisory		24		—		(1	)		—			23	119
Representative as advisor		114		8		(8	)		3			117	85
Representative as portfolio manager		255		17		(12	)		5			265	99
Subtotal	$	783	$	45	$	(33	)	$	9		$	804	78
Cash management		15		4		(3	)		—			16	6
Total fee-based client assets	$	798	$	49	$	(36	)	$	9		$	820	76

	At December 31, 2016		Inflows		Outflows			Market Impact			At June 30, 2017		Average for the Six Months Ended June 30, 2017
$ in billions, fee rate in bps	At December 31, 2016		Inflows		Outflows			Market Impact			At June 30, 2017		Fee Rate¹

Separately managed accounts^{2, 3}	$	222	$	16	$	(11	)	$	10		$	237	16
Unified managed accounts³		204		25		(15	)		14			228	98
Mutual fund advisory		21		1		(3	)		2			21	118
Representative as advisor		125		19		(14	)		8			138	85
Representative as portfolio manager		285		42		(21	)		15			321	97
Subtotal	$	857	$	103	$	(64	)	$	49		$	945	76
Cash management		20		5		(8	)		—			17	6
Total fee-based client assets	$	877	$	108	$	(72	)	$	49		$	962	75

	At December 31, 2015		Inflows		Outflows			Market Impact			At June 30, 2016		Average for the Six Months Ended June 30, 2016
$ in billions, Fee Rate in bps	At December 31, 2015		Inflows		Outflows			Market Impact			At June 30, 2016		Fee Rate¹

Separately managed accounts²	$	283	$	17	$	(17	)	$	(4	)	$	279	37
Unified managed accounts		105		21		(9	)		3			120	107
Mutual fund advisory		25		1		(3	)		—			23	119
Representative as advisor		115		13		(14	)		3			117	86
Representative as portfolio manager		252		31		(22	)		4			265	100
Subtotal	$	780	$	83	$	(65	)	$	6		$	804	77
Cash management		15		7		(6	)		—			16	6
Total fee-based client assets	$	795	$	90	$	(71	)	$	6		$	820	76

bps—Basis points

1.	Certain data enhancements made in the first quarter of 2017 resulted in a modification to the “Fee Rate” calculations. Prior periods have been restated to reflect the revised calculations.

2.	Includes non-custody account values reflecting prior quarter-end balances due to a lag in the reporting of asset values by third-party custodians.

3.	A shift in client assets of approximately $66 billion in the fourth quarter of 2016 from separately managed accounts to unified managed accounts resulted in a lower average fee rate for those platforms but did not impact the average fee rate for total fee-based client assets.


		15		June 2017 Form 10-Q


Management’s Discussion and Analysis

Investment Management

Income Statement Information


	Three Months Ended June 30,
$ in millions	2017			2016			% Change
Revenues
Trading	$	(3	)	$	5			(160	)%
Investments		125			50			150	%
Asset management, distribution and administration fees		539			517			4	%
Other		4			9			(56	)%
Total non-interest revenues		665			581			14	%
Interest income		1			3			(67	)%
Interest expense		1			1			—	%
Net interest		—			2			(100	)%
Net revenues		665			583			14	%
Compensation and benefits		288			238			21	%
Non-compensation expenses		235			227			4	%
Total non-interest expenses		523			465			12	%
Income from continuing operations before income taxes		142			118			20	%
Provision for income taxes		41			37			11	%
Net income		101			81			25	%
Net income applicable to noncontrolling interests		1			3			(67	)%
Net income applicable to Morgan Stanley	$	100		$	78			28	%

	Six Months Ended June 30,
$ in millions	2017			2016			% Change
Revenues
Investment banking	$	—		$	1			(100	)%
Trading		(14	)		(5	)		(180	)%
Investments		223			(14	)		N/M
Commissions and fees		—			3			(100	)%
Asset management, distribution and administration fees		1,056			1,043			1	%
Other		8			31			(74	)%
Total non-interest revenues		1,273			1,059			20	%
Interest income		2			4			(50	)%
Interest expense		1			3			(67	)%
Net interest		1			1			—	%
Net revenues		1,274			1,060			20	%
Compensation and benefits		567			451			26	%
Non-compensation expenses		462			447			3	%
Total non-interest expenses		1,029			898			15	%
Income from continuing operations before income taxes		245			162			51	%
Provision for income taxes		71			47			51	%
Net income		174			115			51	%
Net income (loss) applicable to noncontrolling interests		7			(13	)		(154	)%
Net income applicable to Morgan Stanley	$	167		$	128			30	%

N/M – Not Meaningful

Net Revenues

Investments

•

Investments gains of $125 million in the current quarter compared with Investment gains of $50 million in the prior quarter reflected higher realized gains and higher carried interest in Infrastructure and Private Equity investments.

•

Investments gains of $223 million in the current year period reflected gains and positive carried interest in all Alternative/Other products. Investments losses in the prior year period reflected losses and the reversal of previously accrued carried interest in certain Private Equity and Real Estate investments.

Asset Management, Distribution and Administration Fees

•

Asset management, distribution and administration fees of $539 million increased 4% in the current quarter compared to the prior year quarter primarily as a result of higher average assets under management or supervision (“AUM”) in Equity and Fixed income products, with higher performance fees, partially offset by lower fee rates in Liquidity products and Alternative/Other products.

•

Asset management, distribution and administration fees of $1,056 million were relatively unchanged in the current year period, reflecting higher average AUM in Equity and Fixed income products, essentially offset by lower fee rates in Alternative/Other products.

See “AUM and Average Fee Rate by Asset Class” herein.

Non-interest Expenses

Non-interest expenses of $523 million in the current quarter and $1,029 million in the current year period increased 12% and 15% from the comparable periods primarily due to higher Compensation and benefit expenses.

•

Compensation and benefits expenses increased in the current quarter and current year period principally due to an increase in deferred compensation associated with carried interest.

•

Non-compensation expenses increased in the current quarter and current year period primarily due to higher brokerage, clearing and exchange fees, partially offset by lower professional service fees.


June 2017 Form 10-Q		16


Management’s Discussion and Analysis

Assets Under Management or Supervision

AUM and Average Fee Rate by Asset Class

For a description of the rollforward items in the following tables, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Investment Management—Assets Under Management or Supervision” in Part II, Item 7 of the 2016 Form 10-K.


	At March 31, 2017		Inflows		Outflows			Market Impact		Other¹			At June 30, 2017		Average for the Three Months Ended June 30, 2017
$ in billions, Fee Rate in bps	At March 31, 2017		Inflows		Outflows			Market Impact		Other¹			At June 30, 2017		Total AUM		Fee Rate

Equity	$	87	$	6	$	(5	)	$	5	$	1		$	94	$	91		73
Fixed income		62		8		(6	)		1		1			66		64		33
Liquidity		153		308		(308	)		—		1			154		153		17
Alternative / Other products		119		6		(6	)		3		(1	)		121		120		70
Total assets under management or supervision	$	421	$	328	$	(325	)	$	9	$	2		$	435	$	428		46
Shares of minority stake assets		7												8		8

	At March 31, 2016		Inflows		Outflows			Market Impact		Other¹			At June 30, 2016		Average for the Three Months Ended June 30, 2016
$ in billions, Fee Rate in bps	At March 31, 2016		Inflows		Outflows			Market Impact		Other¹			At June 30, 2016		Total AUM		Fee Rate

Equity	$	81	$	5	$	(6	)	$	1	$	—		$	81	$	81		74
Fixed income		62		7		(8	)		—		—			61		61		32
Liquidity		146		291		(289	)		1		—			149		146		19
Alternative / Other products		116		9		(10	)		1		(1	)		115		116		74
Total assets under management or supervision	$	405	$	312	$	(313	)	$	3	$	(1	)	$	406	$	404		48
Shares of minority stake assets		8												8		8

	At December 31, 2016		Inflows		Outflows			Market Impact		Other¹			At June 30, 2017		Average for the Six Months Ended June 30, 2017
$ in billions, Fee Rate in bps	At December 31, 2016		Inflows		Outflows			Market Impact		Other¹			At June 30, 2017		Total AUM		Fee Rate

Equity	$	79	$	11	$	(10	)	$	13	$	1		$	94	$	87		74
Fixed income		60		13		(11	)		2		2			66		63		33
Liquidity		163		636		(646	)		—		1			154		155		18
Alternative / Other products		115		13		(10	)		4		(1	)		121		119		70
Total assets under management or supervision	$	417	$	673	$	(677	)	$	19	$	3		$	435	$	424		46
Shares of minority stake assets		8												8		8

	At December 31, 2015		Inflows		Outflows			Market Impact		Other¹			At June 30, 2016		Average for the Six Months Ended June 30, 2016
$ in billions, Fee Rate in bps	At December 31, 2015		Inflows		Outflows			Market Impact		Other¹			At June 30, 2016		Total AUM		Fee Rate

Equity	$	83	$	10	$	(12	)	$	—		—		$	81	$	80		73
Fixed income		60		12		(14	)		2		1			61		60		32
Liquidity		149		627		(627	)		—		—			149		148		18
Alternative / Other products		114		14		(14	)		1		—			115		115		77
Total assets under management or supervision	$	406	$	663	$	(667	)	$	3		1		$	406	$	403		48
Shares of minority stake assets		8												8		8

bps—Basis points

1.	Includes distributions and foreign currency impact.


		17		June 2017 Form 10-Q


Management’s Discussion and Analysis

Supplemental Financial Information and Disclosures

U.S. Bank Subsidiaries

We provide loans to a variety of customers, from large corporate and institutional clients to high net worth individuals, primarily through our U.S. bank subsidiaries, Morgan Stanley Bank, N.A. (“MSBNA”) and Morgan Stanley Private Bank, National Association (“MSPBNA”) (collectively, “U.S. Bank Subsidiaries”). The lending activities in the Institutional Securities business segment primarily include loans or lending commitments to corporate clients. The lending activities in the Wealth Management business segment primarily include securities-based lending that allows clients to borrow money against the value of qualifying securities and also include residential real estate loans. We expect our lending activities to continue to grow through further market penetration of the Wealth Management business segment’s client base. For a further discussion of our credit risks, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Credit Risk.” For further discussion about loans and lending commitments, see Notes 7 and 11 to the consolidated financial statements.

U.S. Bank Subsidiaries’ Supplemental Financial Information Excluding Transactions with the Parent Company


$ in billions	At June 30, 2017		At December 31, 2016
U.S. Bank Subsidiaries assets	$	175.4	$	180.7
U.S. Bank Subsidiaries investment securities portfolio:
Investment securities—AFS		38.3		50.3
Investment securities—HTM		15.3		13.6
Total	$	53.6	$	63.9

Wealth Management U.S. Bank Subsidiaries data
Securities-based lending and other loans¹	$	39.4	$	36.0
Residential real estate loans		25.7		24.4
Total	$	65.1	$	60.4

Institutional Securities U.S. Bank Subsidiaries data
Corporate loans	$	20.0	$	20.3
Wholesale real estate loans		10.7		9.9
Total	$	30.7	$	30.2

AFS—Available for sale

HTM—Held to maturity

1.	Other loans primarily include tailored lending.

AFS Investment securities in our U.S. Bank Subsidiaries decreased as of June 30, 2017 as compared with December 31, 2016 primarily as a result of sales of securities to fund changes in our liquidity profile including deposit outflows, growth in loans and growth in HTM securities.

Income Tax Matters

Effective Tax Rate


	Three Months Ended June 30,					Six Months Ended June 30,
		2017		2016			2017		2016
From continuing operations		32.0	%	33.5	%		30.5	%	33.4	%

The effective tax rate for the current year period includes net discrete tax benefits of $110 million, primarily resulting from a $128 million recurring-type benefit in the current year period associated with the adoption of new accounting guidance related to employee share-based payments. See Note 2 to the consolidated financial statements for information on the adoption of the accounting update Improvements to Employee Share-Based Payment Accounting.

Accounting Development Updates

The Financial Accounting Standards Board issued accounting updates that apply to us but are not yet effective for the Firm.

Accounting updates not listed below were assessed and determined to be either not applicable or are not expected to have a significant impact on our consolidated financial statements.

The following accounting updates are currently being evaluated to determine the potential impact of adoption:

•

Revenue from Contracts with Customers. This accounting update aims to clarify the principles of revenue recognition, to develop a common revenue recognition standard across all industries for U.S. GAAP and to provide enhanced disclosures for users of the financial statements. The core principle of this guidance is that an entity should recognize revenues to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We will adopt the guidance on January 1, 2018 and expect to apply the modified retrospective method of adoption.

We expect this accounting update to potentially change the timing and presentation of certain revenues, as well as the timing and presentation of certain related costs for Investment banking fees and Asset management, distribution and administration fees. Subject to the resolution of certain industry interpretations, these changes are not expected to be significant.

The recognition of performance fees from fund management activities in the form of carried interest that are subject to reversal is expected to remain essentially unchanged. We expect to apply the equity method of accounting to such carried interest, thus excluding them from the scope of this standard.


June 2017 Form 10-Q		18


Management’s Discussion and Analysis

We will continue to assess the impact of the new standard as we progress through the implementation process and as industry interpretations are resolved; therefore, additional impacts may be identified prior to adoption.

•

Leases. This accounting update requires lessees to recognize on the balance sheet all leases with terms exceeding one year, which results in the recognition of a right of use asset and corresponding lease liability, including for those leases that we currently classify as operating leases. The right of use asset and lease liability will initially be measured using the present value of the remaining rental payments. The accounting for leases where we are the lessor is largely unchanged. This update is effective as of January 1, 2019.

•

Financial Instruments–Credit Losses. This accounting update impacts the impairment model for certain financial assets measured at amortized cost such as loans held for investment and HTM securities. The amendments in this update will accelerate the recognition of credit losses by replacing the incurred loss impairment methodology with a current expected credit loss (“CECL”) methodology that requires an estimate of expected credit losses over the entire life of the financial asset. Additionally, although the CECL methodology will not apply to AFS debt securities, the update will require establishment of an allowance to reflect impairment of these securities, thereby eliminating the concept of a permanent write-down. This update is effective as of January 1, 2020.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions (see Note 1 to the consolidated financial statements). We believe that of our significant accounting policies (see Note 2 to the consolidated financial statements in Item 8 of the 2016 Form 10-K and Note 2 to the consolidated financial statements), the fair value, goodwill and intangible assets, legal and regulatory contingencies and income taxes policies involve a higher degree of judgment and complexity. For a further discussion about our critical accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in Part II, Item 7 of the 2016 Form 10-K.

Liquidity and Capital Resources

Senior management establishes liquidity and capital policies. Through various risk and control committees, senior management reviews business performance relative to these policies, monitors the availability of alternative sources of financing, and oversees the liquidity, interest rate and currency sensitivity of our asset and liability position. The Treasury Department, Firm Risk Committee, Asset and Liability Management Committee, and other committees and control groups assist in evaluating, monitoring and controlling the impact that our business activities have on our consolidated balance sheets, liquidity and capital structure. Liquidity and capital matters are reported regularly to the Board of Directors (the “Board”) and the Board’s Risk Committee.

The Balance Sheet

We monitor and evaluate the composition and size of our balance sheet on a regular basis. Our balance sheet management process includes quarterly planning, business-specific thresholds, monitoring of business-specific usage versus key performance metrics and new business impact assessments.

We establish balance sheet thresholds at the consolidated and business segment levels. We monitor balance sheet utilization and review variances resulting from business activity or market fluctuations. On a regular basis, we review current performance versus established thresholds and assess the need to re-allocate our balance sheet based on business unit needs. We also monitor key metrics, including asset and liability size and capital usage.

Total Assets by Business Segment

At June 30, 2017

$ in millions

Institutional
Securities

Wealth
Management

Investment
Management

Total

Assets

Cash and cash equivalents¹

30,203

14,391

44,659

Trading assets at fair value

288,255

2,470

290,802

Investment securities

18,077

53,499

—

71,576

Securities purchased under agreements to resell

90,490

6,918

—

97,408

Securities borrowed

126,428

294

—

126,722

Customer and other receivables

35,954

18,380

583

54,917

Loans, net of allowance

32,528

65,106

97,639

Other assets²

43,668

12,070

1,555

57,293

Total assets

665,603

170,735

4,678

841,016


		19		June 2017 Form 10-Q


Management’s Discussion and Analysis


	At December 31, 2016
$ in millions	Institutional Securities		Wealth Management		Investment Management		Total
Assets
Cash and cash equivalents¹	$	25,291	$	18,022	$	68	$	43,381
Trading assets at fair value		259,680		64		2,410		262,154
Investment securities		16,222		63,870		—		80,092
Securities purchased under agreements to resell		96,735		5,220		—		101,955
Securities borrowed		124,840		396		—		125,236
Customer and other receivables		26,624		19,268		568		46,460
Loans, net of allowance		33,816		60,427		5		94,248
Other assets²		45,941		13,868		1,614		61,423
Total assets	$	629,149	$	181,135	$	4,665	$	814,949

1.	Cash and cash equivalents include cash and due from banks and interest bearing deposits with banks.

2.	Other assets primarily includes Cash deposited with clearing organizations or segregated under federal and other regulations or requirements; Other investments; Premises, equipment and software costs; Goodwill; Intangible assets and deferred tax assets.

A substantial portion of total assets consists of liquid marketable securities and short-term receivables arising principally from sales and trading activities in the Institutional Securities business segment. Total assets increased to $841.0 billion at June 30, 2017 from $814.9 billion at December 31, 2016, primarily driven by an increase in trading inventory within Institutional Securities. The increase reflects higher market values for corporate equities compared with December 31, 2016, along with increased trading activity across fixed income products including U.S. government and agency securities and Other sovereign government obligations.

Securities Repurchase Agreements and Securities Lending

Securities borrowed or securities purchased under agreements to resell and securities loaned or securities sold under agreements to repurchase are treated as collateralized financings (see Note 2 to the consolidated financial statements in the 2016 Form 10-K and Note 6 to the consolidated financial statements).

Collateralized Financing Transactions


$ in millions	At June 30, 2017		At December 31, 2016
Securities purchased under agreements to resell and Securities borrowed¹	$	224,130	$	227,191
Securities sold under agreements to repurchase and Securities loaned¹	$	67,559	$	70,472
Securities received as collateral²	$	14,408	$	13,737


	Daily Average Balance Three Months Ended
$ in millions	June 30, 2017		December 31, 2016
Securities purchased under agreements to resell and Securities borrowed¹	$	220,045	$	224,355
Securities sold under agreements to repurchase and Securities loaned¹	$	72,040	$	68,908

1.	Differences between period end balances and average balances were not significant.

2.	Included in Trading assets in the consolidated balance sheets.

Customer Securities Financing

The customer receivable portion of the securities financing transactions primarily includes customer margin loans, collateralized by customer-owned securities, which are segregated in accordance with regulatory requirements. The customer payable portion of the securities financing transactions primarily includes payables to our prime brokerage customers. Our risk exposure on these transactions is mitigated by collateral maintenance policies that limit our credit exposure to customers and liquidity reserves held against this risk exposure.

Liquidity Risk Management Framework

The primary goal of our Liquidity Risk Management Framework is to ensure that we have access to adequate funding across a wide range of market conditions and time horizons. The framework is designed to enable us to fulfill our financial obligations and support the execution of our business strategies.

The core components of our Liquidity Risk Management Framework are the Required Liquidity Framework, Liquidity Stress Tests and the Global Liquidity Reserve (“GLR”), which support our target liquidity profile. For further discussion about the Firm’s Required Liquidity Framework and Liquidity Stress Tests, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources—Liquidity Risk Management Framework” in Part II, Item 7 of the 2016 Form 10-K.

At June 30, 2017 and December 31, 2016, we maintained sufficient liquidity to meet current and contingent funding obligations as modeled in our Liquidity Stress Tests.

Global Liquidity Reserve

We maintain sufficient global liquidity reserves pursuant to our Required Liquidity Framework. For further discussion of our GLR, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Risk Management Framework—Global Liquidity Reserve” in Part II, Item 7 of the 2016 Form 10-K.


June 2017 Form 10-Q		20


Management’s Discussion and Analysis

GLR by Type of Investment


$ in millions	At June 30, 2017		At December 31, 2016
Cash deposits with banks	$	10,057	$	8,679
Cash deposits with central banks		29,427		30,568
Unencumbered highly liquid securities:
U.S. government obligations		71,336		78,615
U.S. agency and agency mortgage-backed securities		52,967		46,360
Non-U.S. sovereign obligations¹		21,290		30,884
Other investment grade securities		3,219		7,191
Total	$	188,296	$	202,297

1.	Non-U.S. sovereign obligations are primarily composed of unencumbered German, French, Dutch, U.K. and Japanese government obligations.

GLR Managed by Bank and Non-Bank Legal Entities

June 30,
2017

December 31,
2016

Daily Average
Balance
Three Months
Ended

$ in millions

June 30,
2017

Bank legal entities

Domestic

62,897

74,411

65,976

Foreign

4,145

4,238

3,949

Total Bank legal entities

67,042

78,649

69,925

Non-Bank legal entities

Domestic:

Parent Company

48,987

66,514

56,070

Non-Parent Company

32,953

18,801

31,557

Total Domestic

81,940

85,315

87,627

Foreign

39,314

38,333

42,620

Total Non-Bank legal entities

121,254

123,648

130,247

Total

188,296

202,297

200,172

The reduction in total GLR as of June 30, 2017 compared with December 31, 2016, reflecting the decrease in our AFS Investment securities, was primarily related to the reduction in our deposits balance and growth in loans.

Regulatory Liquidity Framework

Liquidity Coverage Ratio

The Basel Committee on Banking Supervision’s (“Basel Committee”) Liquidity Coverage Ratio (“LCR”) standard is designed to ensure that banking organizations have sufficient high-quality liquid assets (“HQLA”) to cover net cash outflows arising from significant stress over 30 calendar days. The standard’s objective is to promote the short-term resilience of the liquidity risk profile of banking organizations. We and our U.S. Bank Subsidiaries are subject to the LCR requirements issued by U.S. banking regulators (“U.S. LCR”), which are based on the Basel Committee’s LCR, including a requirement to calculate each entity’s U.S. LCR on each business day.

HQLA by Type of Asset


$ in millions	At June 30, 2017		At December 31, 2016
Cash¹	$	29,608	$	30,569
Securities²		138,666		129,524
Total³	$	168,274	$	160,093

1.	Cash on deposit with central banks.

2.	Primarily includes U.S. Treasuries; U.S. agency mortgage-backed securities; sovereign bonds; investment-grade corporate bonds; and publicly traded common equities.

3.	Excludes excess HQLA held at U.S. Bank Subsidiaries.

The regulatory definition of HQLA is substantially the same as our GLR. Differences include cash placed at institutions other than central banks, which is included in our GLR but considered an inflow for LCR purposes, and certain unencumbered investment grade corporate bonds and publicly traded common equities, which are includable in HQLA but do not meet the definition of GLR.

We and our U.S. Bank Subsidiaries are required to maintain a minimum of 100% of the fully phased-in U.S. LCR. We and our U.S. Bank Subsidiaries are compliant with the minimum required U.S. LCR based on current interpretations.

Net Stable Funding Ratio

The objective of the Net Stable Funding Ratio (“NSFR”) is to reduce funding risk over a one-year horizon by requiring banking organizations to fund their activities with sufficiently stable sources of funding in order to mitigate the risk of future funding stress.

The Basel Committee finalized the NSFR framework in 2014. In May 2016, the U.S. banking regulators issued a proposal to implement the NSFR in the U.S. If adopted as proposed, the requirements would apply to us and our U.S. Bank Subsidiaries beginning January 1, 2018. We continue to evaluate the potential impact of the proposal, which is subject to further rulemaking procedures following the closing of the public comment period in August 2016. Our preliminary estimates, based on the current proposal, indicate that actions will be necessary to meet the requirement, which we expect to accomplish by the effective date of the final rule. For an additional discussion of NSFR, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Liquidity Framework—Net Stable Funding Ratio” in Part II, Item 7 of the 2016 Form 10-K.


		21		June 2017 Form 10-Q


Management’s Discussion and Analysis

Funding Management

We manage our funding in a manner that reduces the risk of disruption to our operations. We pursue a strategy of diversification of secured and unsecured funding sources (by product, investor and region) and attempt to ensure that the tenor of our liabilities equals or exceeds the expected holding period of the assets being financed.

We fund our balance sheet on a global basis through diverse sources. These sources may include our equity capital, long-term borrowings, securities sold under agreements to repurchase (“repurchase agreements”), securities lending, deposits, letters of credit and lines of credit. We have active financing programs for both standard and structured products targeting global investors and currencies.

Secured Financing

For a discussion of our secured financing activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding Management—Secured Financing” in Part II, Item 7 of the 2016 Form 10-K.

At June 30, 2017 and December 31, 2016, the weighted average maturity of our secured financing of less liquid assets was greater than 120 days.

Unsecured Financing

For a discussion of our unsecured financing activities, see “Management’s Discussion and Analysis of Financing Condition and Results of Operations—Liquidity and Capital Resources—Funding Management—Unsecured Financing” in Part II, Item 7 of the 2016 Form 10-K and see Note 4 to the consolidated financial statements.

Deposits


$ in millions	At June 30, 2017		At December 31, 2016
Deposits	$	144,913	$	155,863

The majority of deposits in our U.S. Bank Subsidiaries are sourced from our retail brokerage accounts and are considered to have stable, low-cost funding characteristics. Available funding sources to our U.S. Bank Subsidiaries include demand deposit accounts, money market deposit accounts, time deposits, repurchase agreements, federal funds purchased and Federal Home Loan Bank advances. The reduction in Deposits as of June 30, 2017 compared with December 31, 2016 was primarily due to client deployment of cash into the markets and typical seasonal client tax payments.

Short-Term Borrowings

$ in millions

June 30, 2017

December 31, 2016

Short-term borrowings

916

941

Our unsecured short-term borrowings primarily consist of structured notes, bank loans and bank notes with original maturities of 12 months or less.

Long-Term Borrowings

We believe that accessing debt investors through multiple distribution channels helps provide consistent access to the unsecured markets. In addition, the issuance of long-term borrowings allows us to reduce reliance on short-term credit sensitive instruments. Long-term borrowings are generally managed to achieve staggered maturities, thereby mitigating refinancing risk, and to maximize investor diversification through sales to global institutional and retail clients across regions, currencies and product types. Availability and cost of financing to us can vary depending on market conditions, the volume of certain trading and lending activities, our credit ratings and the overall availability of credit.

We may engage in various transactions in the credit markets (including, for example, debt retirements) that we believe are in our investors’ best interests.

Long-term Borrowings by Maturity at June 30, 2017

$ in millions

Parent
Company

Subsidiaries

Total

2017

8,742

4,079

12,821

2018

18,532

2,044

20,576

2019

21,738

1,567

23,305

2020

19,238

1,860

21,098

2021

15,826

1,350

17,176

Thereafter

80,485

8,651

89,136

Total

164,561

19,551

184,112

Maturities over next 12 months

28,823

Approximate net increase in long-term borrowings June 30, 2017 through July 28, 2017

7,518

Includes:

Senior debt issuance on July 24, 2017

7,000

For further information on long-term borrowings, see Note 10 to the consolidated financial statements.


June 2017 Form 10-Q		22


Management’s Discussion and Analysis

Credit Ratings

We rely on external sources to finance a significant portion of our daily operations. The cost and availability of financing generally are impacted by our credit ratings, among other things. In addition, our credit ratings can have an impact on certain trading revenues, particularly in those businesses where longer-term counterparty performance is a key consideration, such as OTC derivative transactions, including credit derivatives and interest rate swaps. Rating agencies consider company-specific factors; other industry factors such as regulatory or legislative changes and the macroeconomic environment, among other things.

Our credit ratings do not include any uplift from perceived government support from any rating agency given the significant progress of the U.S. financial reform legislation and regulations. Some rating agencies have stated that they currently incorporate various degrees of credit rating uplift from non-governmental third-party sources of potential support.

Parent Company and MSBNA’s Senior Unsecured Ratings at July 28, 2017


	Parent Company
	Short-term Debt	Long-term Debt	Rating Outlook
DBRS, Inc.	R-1 (middle)	A (high)	Stable
Fitch Ratings, Inc.	F1	A	Stable
Moody’s Investors Service, Inc.	P-2	A3	Stable
Rating and Investment Information, Inc.	a-1	A-	Stable
Standard & Poor’s Global Ratings	A-2	BBB+	Stable


	Morgan Stanley Bank, N.A.
	Short-term Debt	Long-term Debt	Rating Outlook
Fitch Ratings, Inc.	F1	A+	Stable
Moody’s Investors Service, Inc.	P-1	A1	Stable
Standard & Poor’s Global Ratings	A-1	A+	Stable

In connection with certain OTC trading agreements and certain other agreements where we are a liquidity provider to certain financing vehicles associated with the Institutional Securities business segment, we may be required to provide additional collateral, immediately settle any outstanding liability balances with certain counterparties or pledge additional collateral to certain exchanges and clearing organizations in the event of a future credit rating downgrade irrespective of whether we are in a net asset or net liability position.

the future potential collateral amounts and termination payments that could be called or required by counterparties or exchanges and clearing organizations in the event of one-notch or two-notch downgrade scenarios, from the lowest of Moody’s or S&P ratings, based on the relevant contractual downgrade triggers.

Incremental Collateral or Terminating Payments upon Potential Future Rating Downgrade


$ in millions	At June 30, 2017		At December 31, 2016
One-notch downgrade	$	950	$	1,292
Two-notch downgrade		720		875

While certain aspects of a credit rating downgrade are quantifiable pursuant to contractual provisions, the impact it would have on our business and results of operations in future periods is inherently uncertain and would depend on a number of interrelated factors, including, among others, the magnitude of the downgrade, the rating relative to peers, the rating assigned by the relevant agency pre-downgrade, individual client behavior and future mitigating actions we might take. The liquidity impact of additional collateral requirements is included in our Liquidity Stress Tests.

Capital Management

We view capital as an important source of financial strength and actively manage our consolidated capital position based upon, among other things, business opportunities, risks, capital availability and rates of return together with internal capital policies, regulatory requirements and rating agency guidelines and, therefore, in the future may expand or contract our capital base to address the changing needs of our businesses. We attempt to maintain total capital, on a consolidated basis, at least equal to the sum of our operating subsidiaries’ required equity.

Common Stock

We repurchased approximately $500 million of our outstanding common stock as part of our share repurchase program during the current quarter and $1,250 million during the current year period. We repurchased approximately $625 million during the prior year quarter and $1,250 million in the prior year period (see Note 14 to the consolidated financial statements).

For a description of our share repurchase program, see “Unregistered Sales of Equity Securities and Use of Proceeds.”

For a description of our 2017 capital plan, see “Liquidity and Capital Resources—Regulatory Requirements—Capital Plans and Stress Tests.”


		23		June 2017 Form 10-Q


Management’s Discussion and Analysis

Preferred Stock

On June 15, 2017, we announced that the Board declared quarterly dividends for preferred stock shareholders of record on June 30, 2017 that were paid on July 17, 2017.

For additional information on preferred stock, see Note 14 to the consolidated financial statements.

Tangible Equity


	At June 30, 2017			At December 31, 2016			Monthly Average Balance Three Months Ended
$ in millions	At June 30, 2017			At December 31, 2016			June 30, 2017
Common equity	$	70,306		$	68,530		$	69,916
Preferred equity		8,520			7,520			8,520
Morgan Stanley shareholders’ equity		78,826			76,050			78,436
Less: Goodwill and net intangible assets		(9,156	)		(9,296	)		(9,194	)
Morgan Stanley tangible shareholders’ equity¹	$	69,670		$	66,754		$	69,242
Common equity	$	70,306		$	68,530		$	69,916
Less: Goodwill and net intangible assets		(9,156	)		(9,296	)		(9,194	)
Tangible common equity¹	$	61,150		$	59,234		$	60,722

1.	Morgan Stanley tangible shareholders’ equity and tangible common equity are non-GAAP financial measures.

Regulatory Requirements

Regulatory Capital Framework

We are a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and are subject to the regulation and oversight of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Federal Reserve establishes capital requirements for us, including well-capitalized standards, and evaluates our compliance with such capital requirements. The Office of the Comptroller of the Currency (“OCC”) establishes similar capital requirements and standards for our U.S. Bank Subsidiaries. The regulatory capital requirements are largely based on the Basel III capital standards established by the Basel Committee and also implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

The Basel Committee has recently published revisions to certain standards in its capital framework, and is actively considering potential revisions to other capital standards, that, if adopted by the U.S. banking agencies, could substantially change the U.S. regulatory capital framework. For additional discussion of regulatory capital framework, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Regulatory Capital Framework” in Part II, Item 7 of the 2016 Form 10-K.

Regulatory Capital Requirements

We are required to maintain minimum risk-based and leverage capital ratios under the regulatory capital requirements. A summary of the calculations of regulatory capital, risk-weighted assets (“RWAs”) and transition provisions follows.

Regulatory Capital. Minimum risk-based capital ratio requirements apply to Common Equity Tier 1 capital, Tier 1 capital and Total capital (which includes Tier 2 capital). Certain adjustments to and deductions from capital are required for purposes of determining these ratios, such as goodwill, intangible assets, certain deferred tax assets, other amounts in Accumulated other comprehensive income (loss) (“AOCI”) and investments in the capital instruments of unconsolidated financial institutions. Certain of these adjustments and deductions are also subject to transitional provisions.

In addition to the minimum risk-based capital ratio requirements, on a fully phased-in basis by 2019, we will be subject to:

•

A greater than 2.5% Common Equity Tier 1 capital conservation buffer;

•

The Common Equity Tier 1 global systemically important bank (“G-SIB”) capital surcharge, currently at 3%; and

•

Up to a 2.5% Common Equity Tier 1 countercyclical capital buffer (“CCyB”), currently set by U.S. banking regulators at zero (collectively, the “buffers”).

In 2017, the phase-in amount for each of the buffers is 50% of the fully phased-in buffer requirement. Failure to maintain the buffers would result in restrictions on our ability to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers. For a further discussion of the G-SIB capital surcharge, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—G-SIB Capital Surcharge” in Part II, Item 7 of the 2016 Form 10-K.

See “Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements” herein for additional capital requirements effective January 1, 2019.

Risk-Weighted Assets. RWAs reflect both our on- and off-balance sheet risk as well as capital charges attributable to the risk of loss arising from the following:

•

Credit risk: The failure of a borrower, counterparty or issuer to meet its financial obligations to us;


June 2017 Form 10-Q		24


Management’s Discussion and Analysis

•

Market risk: Adverse changes in the level of one or more market prices, rates, indices, implied volatilities, correlations or other market factors, such as market liquidity; and

•

Operational risk: Inadequate or failed processes or systems, human factors or from external events (e.g., fraud, theft, legal and compliance risks, cyber attacks or damage to physical assets).

For a further discussion of our market, credit and operational risks, see “Quantitative and Qualitative Disclosures about Market Risk.”

Our binding risk-based capital ratios for regulatory purposes are the lower of the capital ratios computed under (i) the standardized approaches for calculating credit risk and market risk RWAs (the “Standardized Approach”) and (ii) the applicable advanced approaches for calculating credit risk, market risk and operational risk RWAs (the “Advanced Approach”). The credit risk RWA calculations between the two approaches differ in that the Standardized Approach requires calculation of RWAs using prescribed risk weights, whereas the Advanced Approach utilizes models to calculate exposure amounts and risk weights. At June 30, 2017, our binding ratios are based on the Advanced Approach transitional rules.

The methods for calculating each of our risk-based capital ratios will change through January 1, 2022 as aspects of the capital rules are phased in. These changes may result in differences in our reported capital ratios from one reporting period to the next that are independent of changes to our capital base, asset composition, off-balance sheet exposures or risk profile.

Minimum Risk-Based Capital Ratios: Transitional Provisions

LOGO

1.	These ratios assume the requirements for the G-SIB capital surcharge (3.0%) and CCyB (zero) remain at current levels. See “Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements” herein for additional capital requirements effective January 1, 2019.

Transitional and Fully Phased-In Regulatory Capital Ratios

At June 30, 2017

Transitional

Pro Forma Fully Phased-In

$ in millions

Standardized

Advanced

Standardized

Advanced

Risk-based capital

Common Equity Tier 1 capital

61,604

60,862

Tier 1 capital

70,380

69,603

Total capital

81,302

81,025

80,537

80,261

Total RWAs

368,963

370,679

379,191

381,520

Common Equity Tier 1 capital ratio

16.7

16.6

16.1

16.0

Tier 1 capital ratio

19.1

19.0

18.4

18.2

Total capital ratio

22.0

21.9

21.2

21.0

Leverage-based capital

Adjusted average assets¹

828,365

N/A

827,842

N/A

Tier 1 leverage ratio²

8.5

N/A

8.4

N/A


		At December 31, 2016
		Transitional						Pro Forma Fully Phased-In
$ in millions	Standardized			Advanced			Standardized			Advanced
Risk-based capital
Common Equity Tier 1 capital	$	60,398		$	60,398		$	58,616		$	58,616
Tier 1 capital		68,097			68,097			66,315			66,315
Total capital		78,917			78,642			77,155			76,881
Total RWAs		340,191			358,141			351,101			369,709
Common Equity Tier 1 capital ratio		17.8	%		16.9	%		16.7	%		15.9	%
Tier 1 capital ratio		20.0	%		19.0	%		18.9	%		17.9	%
Total capital ratio		23.2	%		22.0	%		22.0	%		20.8	%
Leverage-based capital
Adjusted average assets¹	$	811,402			N/A		$	810,288			N/A
Tier 1 leverage ratio²		8.4	%		N/A			8.2	%		N/A

N/A—Not Applicable

Adjusted average assets represent the denominator of the Tier 1 leverage ratio and are composed of the average daily balance of consolidated on-balance sheet assets under U.S. GAAP during the calendar quarter ended June 30, 2017 and December 31, 2016 adjusted for disallowed goodwill, transitional intangible assets, certain deferred tax assets, certain investments in the capital instruments of unconsolidated financial institutions and other adjustments.

2.	The minimum Tier 1 leverage ratio requirement is 4.0%.

The fully phased-in pro forma estimates in the previous tables are based on our current understanding of the capital rules and other factors, which may be subject to change as we receive additional clarification and implementation guidance from the Federal Reserve and as the interpretation of the regulations evolves over time. These fully phased-in pro forma estimates are non-GAAP financial measures because they were not yet effective at June 30, 2017. These preliminary estimates are subject to risks and uncertainties that may cause actual results to differ materially and should not be taken as a projection of what our capital, capital ratios, RWAs, earnings or other results will actually be at future dates. For a discussion of risks and uncertainties that may affect our future results, see “Risk Factors” in Part I, Item 1A of the 2016 Form 10-K.


		25		June 2017 Form 10-Q


Management’s Discussion and Analysis

Well-Capitalized Minimum Regulatory Capital Ratios for U.S. Bank Subsidiaries


	At June 30, 2017
Common Equity Tier 1 risk-based capital ratio		6.5%
Tier 1 risk-based capital ratio		8.0%
Total risk-based capital ratio		10.0%
Tier 1 leverage ratio		5.0%

For us to remain a financial holding company, our U.S. Bank Subsidiaries must qualify as well-capitalized by maintaining the minimum ratio requirements set forth in the previous table. The Federal Reserve has not yet revised the well-capitalized standard for financial holding companies to reflect the higher capital standards required for us under the capital rules. Assuming that the Federal Reserve would apply the same or very similar well-capitalized standards to financial holding companies, each of our risk-based capital ratios and Tier 1 leverage ratio at June 30, 2017 would have exceeded the revised well-capitalized standard. The Federal Reserve may require us to maintain risk- and leverage-based capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a financial holding company’s particular condition, risk profile and growth plans.

Regulatory Capital Calculated under Transitional Rules


$ in millions	At June 30, 2017			At December 31, 2016
Common Equity Tier 1 capital
Common stock and surplus	$	16,469		$	17,494
Retained earnings		56,325			53,679
AOCI		(2,488	)		(2,643	)
Regulatory adjustments and deductions:
Net goodwill		(6,532	)		(6,526	)
Net intangible assets (other than goodwill and mortgage servicing assets)		(2,051	)		(1,631	)
Other adjustments and deductions¹		(119	)		25
Total Common Equity Tier 1 capital	$	61,604		$	60,398
Additional Tier 1 capital
Preferred stock	$	8,520		$	7,520
Noncontrolling interests		489			613
Other adjustments and deductions²		(66	)		(246	)
Additional Tier 1 capital	$	8,943		$	7,887
Deduction for investments in covered funds		(167	)		(188	)
Total Tier 1 capital	$	70,380		$	68,097
Standardized Tier 2 capital
Subordinated debt	$	10,351		$	10,303
Noncontrolling interests		80			62
Eligible allowance for credit losses		493			464
Other adjustments and deductions		(2	)		(9	)
Total Standardized Tier 2 capital	$	10,922		$	10,820
Total Standardized capital	$	81,302		$	78,917
Advanced Tier 2 capital
Subordinated debt	$	10,351		$	10,303
Noncontrolling interests		80			62
Eligible credit reserves		216			189
Other adjustments and deductions		(2	)		(9	)
Total Advanced Tier 2 capital	$	10,645		$	10,545
Total Advanced capital	$	81,025		$	78,642


June 2017 Form 10-Q		26


Management’s Discussion and Analysis

Regulatory Capital Rollforward Calculated under Transitional Rules


$ in millions	Six Months Ended June 30, 2017
Common Equity Tier 1 capital
Common Equity Tier 1 capital at December 31, 2016	$	60,398
Change related to the following items:
Value of shareholders’ common equity		1,776
Net goodwill		(6	)
Net intangible assets (other than goodwill and mortgage servicing assets)		(420	)
Other adjustments and deductions¹		(144	)
Common Equity Tier 1 capital at June 30, 2017	$	61,604
Additional Tier 1 capital
Additional Tier 1 capital at December 31, 2016	$	7,887
New issuance of qualifying preferred stock		1,000
Change related to the following items:
Noncontrolling interests		(124	)
Other adjustments and deductions²		180
Additional Tier 1 capital at June 30, 2017		8,943
Deduction for investments in covered funds at December 31, 2016		(188	)
Change in deduction for investments in covered funds		21
Deduction for investments in covered funds at June 30, 2017		(167	)
Tier 1 capital at June 30, 2017	$	70,380
Standardized Tier 2 capital
Tier 2 capital at December 31, 2016	$	10,820
Change related to the following items:
Eligible allowance for credit losses		29
Other changes, adjustments and deductions³		73
Standardized Tier 2 capital at June 30, 2017	$	10,922
Total Standardized capital at June 30, 2017	$	81,302
Advanced Tier 2 capital
Tier 2 capital at December 31, 2016	$	10,545
Change related to the following items:
Eligible credit reserves		27
Other changes, adjustments and deductions³		73
Advanced Tier 2 capital at June 30, 2017	$	10,645
Total Advanced capital at June 30, 2017	$	81,025

1.	Other adjustments and deductions used in the calculation of Common Equity Tier 1 capital include credit spread premium over risk-free rate for derivative liabilities, net deferred tax assets, net after-tax DVA and adjustments related to AOCI.

2.	Other adjustments and deductions used in the calculation of Additional Tier 1 capital include credit spread premium over risk-free rate for derivatives liabilities, net deferred tax assets and net after-tax DVA.

3.	Other changes, adjustments and deductions used in the calculations of Standardized and Advanced Tier 2 capital include changes in subordinated debt and noncontrolling interests.

RWAs Rollforward Calculated under Transitional Rules


	Six Months Ended June 30, 2017¹
$ in millions	Standardized			Advanced
Credit risk RWAs
Balance at December 31, 2016	$	278,874		$	169,231
Change related to the following items:
Derivatives		3,799			1,896
Securities financing transactions		4,406			1,719
Securitizations		1,362			992
Investment securities		(3,025	)		(1,593	)
Commitments, guarantees and loans		40			228
Cash		(452	)		(520	)
Equity investments		(933	)		(991	)
Other credit risk²		1,141			622
Total change in credit risk RWAs	$	6,338		$	2,353
Balance at June 30, 2017	$	285,212		$	171,584
Market risk RWAs
Balance at December 31, 2016	$	61,317		$	60,872
Change related to the following items:
Regulatory VaR		2,366			2,366
Regulatory stressed VaR		14,279			14,279
Incremental risk charge		2,448			2,448
Comprehensive risk measure		(1,935	)		(1,670	)
Specific risk:
Non-securitizations		2,138			2,138
Securitizations		3,138			3,175
Total change in market risk RWAs	$	22,434		$	22,736
Balance at June 30, 2017	$	83,751		$	83,608
Operational risk RWAs
Balance at December 31, 2016	$	N/A		$	128,038
Change in operational risk RWAs³		N/A			(12,551	)
Balance at June 30, 2017	$	N/A		$	115,487
Total RWAs	$	368,963		$	370,679

VaR—Value-at-Risk

N/A—Not Applicable

1.	The RWAs for each category in the table reflect both on- and off-balance sheet exposures, where appropriate.

2.	Amount reflects assets not in a defined category, non-material portfolios of exposures and unsettled transactions, as applicable.

3.	Amount reflects a reduction in the internal loss data related to litigation utilized in the operational risk capital model.

Regulatory stressed VaR increased $14,279 million in the current year period under both the Standardized and the Advanced approaches. These increases were primarily driven by increases in trading inventory across the equities, global macro, and credit businesses within Institutional Securities, in response to client demand.


		27		June 2017 Form 10-Q


Management’s Discussion and Analysis

Supplementary Leverage Ratio

We and our U.S. Bank Subsidiaries are required to publicly disclose our supplementary leverage ratios, which will become effective as a capital standard on January 1, 2018. By January 1, 2018, we must also maintain a Tier 1 supplementary leverage capital buffer of at least 2% in addition to the 3% minimum supplementary leverage ratio (for a total of at least 5%), in order to avoid limitations on capital distributions, including dividends and stock repurchases, and discretionary bonus payments to executive officers. In addition, beginning in 2018, our U.S. Bank Subsidiaries must maintain a supplementary leverage ratio of 6% to be considered well-capitalized.

Pro Forma Supplementary Leverage Exposure and Ratio


	At June 30, 2017				At December 31, 2016
$ in millions	Transitional basis		Fully phased-in¹		Transitional basis		Fully phased-in¹
Average total assets²	$	837,875	$	837,875	$	820,536	$	820,536
Adjustments^3, 4		241,726		241,203		242,113		240,999
Pro forma supplementary leverage exposure	$	1,079,601	$	1,079,078	$	1,062,649	$	1,061,535
Pro forma supplementary leverage ratio		6.5%		6.5%		6.4%		6.2%

1.	Estimated amounts utilize fully phased-in Tier 1 capital and take into consideration the Tier 1 capital deduction that would be applicable in 2018 after the phase-in period has ended.

2.	Computed as the average daily balance of consolidated total assets under U.S. GAAP during the calendar quarter ended June 30, 2017 and December 31, 2016.

3.	Computed as the arithmetic mean of the month-end balances over the calendar quarter ended June 30, 2017 and December 31, 2016.

Adjustments are to: (i) incorporate derivative exposures, including adding the related potential future exposure (including for derivatives cleared for clients), grossing up cash collateral netting where qualifying criteria are not met and adding the effective notional principal amount of sold credit protection offset by qualifying purchased credit protection; (ii) reflect the counterparty credit risk for repo-style transactions; (iii) add the credit equivalent amount for off-balance sheet exposures; and (iv) apply other adjustments to Tier 1 capital, including disallowed goodwill, transitional intangible assets, certain deferred tax assets and certain investments in the capital instruments of unconsolidated financial institutions.

Pro forma fully phased-in supplementary leverage exposure and ratio are based on our current understanding of rules and other factors.

U.S. Subsidiary Banks’ Pro Forma Supplementary Leverage Ratios on a Transitional Basis


	At June 30, 2017			At December 31, 2016
MSBNA		8.8	%		7.7%
MSPBNA		9.9	%		10.2%

The pro forma supplementary leverage exposures and pro forma supplementary leverage ratios, both on transitional and fully phased-in bases, are non-GAAP financial measures because they have not yet become effective. Our estimates are subject to risks and uncertainties that may cause actual results to differ materially from estimates based on these regulations. Further, these expectations should not be taken as projections of what our supplementary leverage ratios, earnings, assets or exposures will actually be at future dates. For a

discussion of risks and uncertainties that may affect our future results, see “Risk Factors” in Part I, Item 1A of the 2016 Form 10-K.

Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements

On December 15, 2016, the Federal Reserve adopted a final rule for top-tier bank holding companies of U.S. G-SIBs (“covered BHCs”), including the Parent Company, that establishes external total loss-absorbing capacity (“TLAC”), long-term debt (“LTD”) and clean holding company requirements. The final rule contains various definitions and restrictions, such as requiring eligible LTD to be issued by the covered BHC and be unsecured, have a maturity of one year or more from the date of issuance and not have certain derivative-linked features typically associated with certain types of structured notes. We expect to be in compliance with all requirements of the rule by January 1, 2019, the date that compliance is required.

For a further discussion of TLAC and LTD requirements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements” in Part II, Item 7 of the 2016 Form 10-K. For discussions about the interaction between the single point of entry resolution strategy and the TLAC and LTD requirements, see “Business—Supervision and Regulation—Financial Holding Company—Resolution and Recovery Planning” in Part I, Item 1 and “Risk Factors—Legal, Regulatory and Compliance Risk” in Part I, Item 1A of the 2016 Form 10-K.

Capital Plans and Stress Tests

Pursuant to the Dodd-Frank Act, the Federal Reserve has adopted capital planning and stress test requirements for large bank holding companies, including us, which form part of the Federal Reserve’s annual Comprehensive Capital Analysis and Review (“CCAR”) framework.

We submitted our 2017 capital plan and company-run stress test results to the Federal Reserve on April 5, 2017. On June 22, 2017, the Federal Reserve published summary results of the Dodd-Frank Act supervisory stress tests of each large bank holding company, including us. On June 28, 2017, the Federal Reserve published summary results of CCAR and announced that they did not object to our 2017 Capital Plan (“Capital Plan”). The Capital Plan includes the repurchase of up to $5.0 billion of outstanding common stock for the period beginning July 1, 2017 through June 30, 2018, an increase from $3.5 billion in the 2016 Capital Plan. Additionally, the Capital Plan includes an increase in our quarterly common


June 2017 Form 10-Q		28


Management’s Discussion and Analysis

stock dividend to $0.25 per share from $0.20 per share, beginning with the common stock dividend declared on July 19, 2017. We disclosed a summary of the results of our company-run stress tests on June 23, 2017 on our Investor Relations website. In addition, we must submit the results of our mid-cycle company-run stress test to the Federal Reserve by October 5, 2017 and disclose a summary of the results between October 5, 2017 and November 4, 2017.

The Dodd-Frank Act also requires each of our U.S. Bank Subsidiaries to conduct an annual stress test. MSBNA and MSPBNA submitted their 2017 annual company-run stress tests to the OCC on April 5, 2017 and published a summary of their stress test results on June 23, 2017 on our Investor Relations website.

For a further discussion of our capital plans and stress tests, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Capital Plans and Stress Tests” in Part II, Item 7 of the 2016 Form 10-K.

Attribution of Average Common Equity According to the Required Capital Framework

Our required capital (“Required Capital”) estimation is based on the Required Capital framework, an internal capital adequacy measure. Common equity attribution to the business segments is based on capital usage calculated by the Required Capital framework, as well as each business segment’s relative contribution to our total Required Capital. Required Capital is assessed for each business segment and further attributed to product lines. This process is intended to align capital with the risks in each business segment in order to allow senior management to evaluate returns on a risk-adjusted basis.

The Required Capital framework is a risk-based and leverage use-of-capital measure, which is compared with our regulatory capital to ensure that we maintain an amount of going concern capital after absorbing potential losses from stress events, where applicable, at a point in time. We define the difference between our total average common equity and the sum of the average common equity amounts allocated to our business segments as Parent Company equity. We generally hold Parent Company equity for prospective regulatory requirements, organic growth, acquisitions and other capital needs.

Common equity estimation and attribution to the business segments are based on our pro forma fully phased-in regulatory capital estimates, including supplementary leverage, and incorporates our internal stress tests. The amount of capital allocated to the business segments is set at the beginning of each year and remains fixed throughout the year until the next

annual reset. Differences between available and Required Capital are attributed to Parent Company equity during the year.

The Required Capital framework is expected to evolve over time in response to changes in the business and regulatory environment. We will continue to evaluate the framework with respect to the impact of future regulatory requirements, as appropriate.

Average Common Equity Attribution


	Three Months Ended June 30,				Six Months Ended June 30,
$ in billions	2017		2016		2017		2016
Institutional Securities	$	40.2	$	43.2	$	40.2	$	43.2
Wealth Management		17.2		15.3		17.2		15.3
Investment Management		2.4		2.8		2.4		2.8
Parent Company		10.1		7.7		9.7		7.3
Total¹	$	69.9	$	69.0	$	69.5	$	68.6

1.	Average common equity is a non-GAAP financial measure.

Regulatory Developments

Resolution and Recovery Planning

Pursuant to the Dodd-Frank Act, we are required to submit to the Federal Reserve and the Federal Deposit Insurance Corporation (“FDIC”) an annual resolution plan that describes our strategy for a rapid and orderly resolution under the U.S. Bankruptcy Code in the event of our material financial distress or failure.

Our preferred resolution strategy, which is set out in our 2017 resolution plan, is a single point of entry strategy. We submitted our full 2017 resolution plan on June 30, 2017. We previously submitted a status report in respect of certain shortcomings identified in our 2015 resolution plan on September 30, 2016. As indicated in our 2017 resolution plan and anticipated in our 2016 status report, the Parent Company has amended and restated its support agreement with its material subsidiaries. Under the amended and restated support agreement, upon the occurrence of a resolution scenario, the Parent Company would be obligated to contribute or loan on a subordinated basis all of its material assets, other than shares in subsidiaries of the Parent Company and certain intercompany receivables, to provide capital and liquidity, as applicable, to our material subsidiaries. The obligations of the Parent Company under the amended and restated support agreement are secured on a senior basis by the assets of the Parent Company (other than shares in subsidiaries of the Parent Company). As a result, claims of our material subsidiaries against the assets of the Parent Company (other than shares in subsidiaries of the


		29		June 2017 Form 10-Q


Management’s Discussion and Analysis

Parent Company) are effectively senior to unsecured obligations of the Parent Company.

In September 2016, the OCC issued final guidelines that establish enforceable standards for recovery planning by national banks and certain other institutions with total consolidated assets of $50 billion or more, calculated on a rolling four-quarter average basis, including MSBNA and MSPBNA. The guidelines were effective on January 1, 2017; MSBNA must be in compliance by January 1, 2018 and MSPBNA must be in compliance by October 1, 2018.

For more information about resolution and recovery planning requirements and our activities in these areas, including the implications of such activities in a resolution scenario, see “Business—Supervision and Regulation—Financial Holding Company—Resolution and Recovery Planning” in Part I, Item 1, “Risk Factors—Legal, Regulatory and Compliance Risk” in Part I, Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Developments—Resolution and Recovery Planning” in Part II, Item 7 of the 2016 Form 10-K.

Legacy Covered Funds under the Volcker Rule

The Volcker Rule prohibits “banking entities,” including us and our affiliates, from engaging in certain “proprietary trading” activities, as defined in the Volcker Rule, subject to exemptions for underwriting, market-making-related activities, risk-mitigating hedging and certain other activities. The Volcker Rule also prohibits certain investments and relationships by banking entities with “covered funds,” with a number of exemptions and exclusions. In June 2017, we received approval from the Federal Reserve of our application for a five-year extension of the transition period to conform investments in certain legacy Volcker covered funds that are also illiquid funds. The approval covers essentially all of our non-conforming investments in, and relationships with, legacy covered funds subject to the Volcker Rule.

For more information about Volcker Rule requirements and our activities in these areas, including the conformance periods applicable to certain covered funds and our application for a statutory extension, see “Business—Supervision and Regulation—Financial Holding Company—Activities Restrictions under the Volcker Rule” in Part I, Item 1 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Developments—Legacy Covered Funds under the Volcker Rule” in Part II, Item 7 of the 2016 Form 10-K.

U.S. Department of Labor Conflict of Interest Rule

The U.S. Department of Labor’s final Conflict of Interest Rule went into effect on June 9, 2017, with certain aspects subject to phased-in compliance, and full compliance required by January 1, 2018. The U.S. Department of Labor is undertaking an examination of the rule which may result in changes to the rule or related exemptions or a change in the January 1, 2018 full compliance date. For a discussion of the U.S. Department of Labor Conflict of Interest Rule, see “Business—Supervision and Regulation—Institutional Securities and Wealth Management” in Part I, Item 1 of the 2016 Form 10-K.

U.K. Referendum

Following the U.K. electorate vote to leave the European Union, the U.K. invoked Article 50 of the Lisbon Treaty on March 29, 2017. For further discussion of U.K. referendum’s potential impact on our operations, see “Risk Factors—International Risk” in Part I, Item 1A of the 2016 Form 10-K. For further information regarding our exposure to the U.K., see also “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Credit Risk—Country Risk Exposure.”

Off-Balance Sheet Arrangements

We enter into various off-balance sheet arrangements, including through unconsolidated special purpose entities (“SPEs”) and lending-related financial instruments (e.g., guarantees and commitments), primarily in connection with the Institutional Securities and Investment Management business segments.

We utilize SPEs primarily in connection with securitization activities. For information on our securitization activities, see Note 12 to the consolidated financial statements.

For information on our commitments, obligations under certain guarantee arrangements and indemnities, see Note 11 to the consolidated financial statements. For further information on our lending commitments, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Credit Risk—Lending Activities.”

Effects of Inflation and Changes in Interest and Foreign Exchange Rates

For a discussion of the effects of inflation and changes in interest and foreign exchange rates on our business and financial results and strategies to mitigate potential exposures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Effects of Inflation and Changes in Interest and Foreign Exchange Rates” in Part II, Item 7 of the 2016 Form 10-K.


June 2017 Form 10-Q		30


Quantitative and Qualitative Disclosures about Market Risk

Risk Management

Management believes effective risk management is vital to the success of our business activities. For a discussion of our risk management functions, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management” in Part II, Item 7A of the 2016 Form 10-K.

Market Risk

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, implied volatilities (the price volatility of the underlying instrument imputed from option prices), correlations or other market factors, such as market liquidity, will result in losses for a position or portfolio. Generally, we incur market risk as a result of trading, investing and client facilitation activities, principally within the Institutional Securities business segment where the substantial majority of our Value-at-Risk (“VaR”) for market risk exposures is generated. In addition, we incur market risk within the Wealth Management and Investment Management business segments. The Wealth Management business segment primarily incurs non-trading market risk from lending and deposit-taking activities. The Investment Management business segment primarily incurs non-trading market risk from capital investments in real estate funds and investments in private equity vehicles. For a further discussion of market risk, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Market Risk” in Part II, Item 7A of the 2016 Form 10-K.

VaR

We use the statistical technique known as VaR as one of the tools used to measure, monitor and review the market risk exposures of our trading portfolios. The Market Risk Department calculates and distributes daily VaR-based risk measures to various levels of management.

VaR Methodology, Assumptions and Limitations. For information regarding our VaR methodology, assumptions and limitations, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Market Risk—Sales and Trading and Related Activities—VaR Methodology, Assumptions and Limitations” in Part II, Item 7A of the 2016 Form 10-K.

We utilize the same VaR model for risk management purposes as well as for regulatory capital calculations. Our VaR model has been approved by our regulators for use in regulatory calculations.

The portfolio of positions used for our VaR for risk management purposes (“Management VaR”) differs from that used for regulatory capital requirements (“Regulatory VaR”).

Management VaR contains certain positions that are excluded from Regulatory VaR. Examples include counterparty credit valuation adjustment (“CVA”) and related hedges, as well as loans that are carried at fair value and associated hedges.

The following table presents the Management VaR for the Trading portfolio, on a period-end, quarterly average and quarterly high and low basis. To further enhance the transparency of the traded market risk, the Credit Portfolio VaR has been disclosed as a separate category from the Primary Risk Categories. The Credit Portfolio includes counterparty CVA and related hedges, as well as loans that are carried at fair value and associated hedges.

Trading Risks

95%/One-Day Management VaR


	95%/One-Day VaR for the
	Three Months Ended
	June 30, 2017
$ in millions	Period End			Average			High		Low
Interest rate and credit spread	$	35		$	35		$	44	$	27
Equity price		15			18			26		15
Foreign exchange rate		10			11			15		8
Commodity price		9			9			10		8
Less: Diversification benefit^{1, 2}		(27	)		(27	)		N/A		N/A
Primary Risk Categories	$	42		$	46		$	60	$	36
Credit Portfolio		11			12			14		11
Less: Diversification benefit^{1, 2}		(7	)		(7	)		N/A		N/A
Total Management VaR	$	46		$	51		$	64	$	41
	95%/One-Day VaR for the
	Three Months Ended
	March 31, 2017
$ in millions	Period End			Average			High		Low
Interest rate and credit spread	$	40		$	30		$	40	$	23
Equity price		19			15			26		12
Foreign exchange rate		11			11			18		7
Commodity price		8			8			11		7
Less: Diversification benefit^{1, 2}		(26	)		(25	)		N/A		N/A
Primary Risk Categories	$	52		$	39		$	52	$	28
Credit Portfolio		14			15			17		14
Less: Diversification benefit^{1, 2}		(9	)		(10	)		N/A		N/A
Total Management VaR	$	57		$	44		$	57	$	33

N/A—Not Applicable

Diversification benefit equals the difference between the total Management VaR and the sum of the component VaRs. This benefit arises because the simulated one-day losses for each of the components occur on different days; similar diversification benefits also are taken into account within each component.

2.	The high and low VaR values for the total Management VaR and each of the component VaRs might have occurred on different days during the quarter, and therefore, the diversification benefit is not an applicable measure.


		31		June 2017 Form 10-Q


Risk Disclosures

The average total Management VaR for the three months ended June 30, 2017 (“current quarter”) was $51 million compared with $44 million for the three months ended March 31, 2017 (“last quarter”). The average Management VaR for the Primary Risk Categories for the current quarter was $46 million compared with $39 million for the last quarter. These increases were primarily driven by increases in trading inventory across the equities, global macro, and credit businesses within Institutional Securities, in response to client demand.

Distribution of VaR Statistics and Net Revenues for the Current Quarter. One method of evaluating the reasonableness of our VaR model as a measure of our potential volatility of net revenues is to compare VaR with actual trading revenues. Assuming no intraday trading, for a 95%/one-day VaR, the expected number of times that trading losses should exceed VaR during the year is 13, and, in general, if trading losses were to exceed VaR more than 21 times in a year, the adequacy of the VaR model would be questioned. We evaluate the reasonableness of our VaR model by comparing the potential declines in portfolio values generated by the model with actual trading results for the Firm, as well as individual business units. For days where losses exceed the VaR statistic, we examine the drivers of trading losses to evaluate the VaR model’s accuracy relative to realized trading results.

The distribution of VaR Statistics and Net Revenues is presented in the following histograms for the Total Trading populations.

Total Trading. As shown in the 95%/One-Day Management VaR table on the preceding page, the average 95%/one-day total Management VaR for the current quarter was $51 million. The following histogram presents the distribution of the daily 95%/one-day total Management VaR for the current quarter, which was in a range between $40 million and $60 million for approximately 95% of trading days during the current quarter.

LOGO

The following histogram shows the distribution for the current quarter of daily net trading revenues, including profits and losses from Interest rate and credit spread, Equity price, Foreign exchange rate, Commodity price, and Credit Portfolio positions and intraday trading activities, for our Trading businesses. Daily net trading revenues also include intraday trading activities but exclude certain items not captured in the VaR model, such as fees, commissions and net interest income. Daily net trading revenues differ from the definition of revenues required for Regulatory VaR backtesting, which further excludes intraday trading. During the current quarter, we experienced net trading losses on one day, which was not in excess of the 95%/one-day Total Management VaR.

LOGO

Non-Trading Risks

We believe that sensitivity analysis is an appropriate representation of our non-trading risks. Reflected below is this analysis covering substantially all of the non-trading risk in our portfolio.

Counterparty Exposure Related to Our Own Credit Spread. The credit spread risk sensitivity of the counterparty exposure related to our own credit spread corresponded to an increase in value of approximately $6 million for each 1 basis point widening in our credit spread level at both June 30, 2017 and March 31, 2017.

Funding Liabilities. The credit spread risk sensitivity of our mark-to-market funding liabilities corresponded to an increase in value of approximately $26 million and $19 million for each 1 basis point widening in our credit spread level at June 30, 2017 and March 31, 2017, respectively.

Interest Rate Risk Sensitivity. The following table presents an analysis of selected instantaneous upward and downward parallel interest rate shocks on net interest income over the next 12 months for our U.S. Bank Subsidiaries. These shocks


June 2017 Form 10-Q		32


Risk Disclosures

are applied to our 12-month forecast for our U.S. Bank Subsidiaries, which incorporates market expectations of interest rates and our forecasted business activity, including our deposit deployment strategy and asset-liability management hedges.

U.S. Bank Subsidiaries’ Net Interest Income Sensitivity Analysis


$ in millions	At June 30, 2017			At March 31, 2017
Basis point change
+200	$	716		$	537
+100		413			332
-100		(577	)		(569)

We do not manage to any single rate scenario but rather manage net interest income in our U.S. Bank Subsidiaries to optimize across a range of possible outcomes. The sensitivity analysis assumes that we take no action in response to these scenarios, assumes there are no changes in other macroeconomic variables normally correlated with changes in interest rates, and includes subjective assumptions regarding customer and market re-pricing behavior and other factors. The increase in positive sensitivity to interest rates arising in the +200 and +100 basis points scenarios between March 31, 2017 and June 30, 2017 is related to overall changes in our asset-liability positioning, primarily lower holdings of fixed-rate AFS Investment securities.

Investments. We have exposure to public and private companies through direct investments, as well as through funds that invest in these assets. These investments are predominantly equity positions with long investment horizons, a portion of which are for business facilitation purposes. The market risk related to these investments is measured by estimating the potential reduction in net income associated with a 10% decline in investment values and related impact on performance fees.

Investments Sensitivity, Including Related Performance Fees


	10% Sensitivity
$ in millions	At June 30, 2017		At March 31, 2017
Investments related to Investment Management activities	$	326	$	337
Other investments:
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.		171		171
Other Firm investments		151		151

Equity Market Sensitivity. In the Wealth Management and Investment Management business segments, certain fee-based revenue streams are driven by the value of clients’ equity holdings. The overall level of revenues for these streams also depends on multiple additional factors that include, but are not limited to, the level and duration of the equity market increase or decline, price volatility, the geographic and

industry mix of client assets, the rate and magnitude of client investments and redemptions, and the impact of such market increase or decline and price volatility on client behavior. Therefore, overall revenues do not correlate completely with changes in the equity markets.

Credit Risk

Credit risk refers to the risk of loss arising when a borrower, counterparty or issuer does not meet its financial obligations to us. We primarily incur credit risk exposure to institutions and individuals through our Institutional Securities and Wealth Management business segments. For a further discussion of our credit risks, see “Quantitative and Qualitative Disclosures about Market Risk–Risk Management–Credit Risk” in Part II, Item 7A of the 2016 Form 10-K. Also, see Notes 7 and 11 to the consolidated financial statements for additional information about our loans and lending commitments, respectively.

Lending Activities

We provide loans and lending commitments to a variety of customers, from large corporate and institutional clients to high net worth individuals. In addition, we purchase loans in the secondary market. In the consolidated balance sheets, these loans and lending commitments are carried at either fair value with changes in fair value recorded in earnings; held for investment, which are recorded at amortized cost; or held for sale, which are recorded at the lower of cost or fair value. Loans held for investment and loans held for sale are classified in Loans, and loans held at fair value are classified in Trading assets in the consolidated balance sheets. See Notes 3, 7 and 11 to the consolidated financial statements for further information.

Loan and Lending Commitment Portfolio by Business Segment

At June 30, 2017

$ in millions

Institutional
Securities

Wealth
Management

Investment
Management¹

Total

Corporate loans

13,730

13,096

26,831

Consumer loans

—

26,354

—

26,354

Residential real estate loans

—

25,646

—

25,646

Wholesale real estate loans

8,482

—

8,482

Loans held for investment, gross of allowance

22,212

65,096

87,313

Allowance for loan losses

(266

)

(40

)

—

(306)

Loans held for investment, net of allowance

21,946

65,056

87,007

Corporate loans

9,394

—

9,394

Residential real estate loans

—

Wholesale real estate loans

1,178

—

1,178

Loans held for sale

10,582

—

10,632

Corporate loans

6,755

—

6,775

Residential real estate loans

662

—

662

Wholesale real estate loans

1,788

—

1,788

Loans held at fair value

9,205

—

9,225

Total loans²

41,733

65,106

106,864

Lending commitments^3,4

88,739

9,110

—

97,849

Total loans and lending commitments^2,3,4

130,472

74,216

204,713


		33		June 2017 Form 10-Q


Risk Disclosures


	At December 31, 2016
$ in millions	Institutional Securities			Wealth Management			Investment Management¹		Total
Corporate loans	$	13,858		$	11,162		$	5	$	25,025
Consumer loans		—			24,866			—		24,866
Residential real estate loans		—			24,385			—		24,385
Wholesale real estate loans		7,702			—			—		7,702
Loans held for investment, gross of allowance		21,560			60,413			5		81,978
Allowance for loan losses		(238	)		(36	)		—		(274)
Loans held for investment, net of allowance		21,322			60,377			5		81,704
Corporate loans		10,710			—			—		10,710
Residential real estate loans		11			50			—		61
Wholesale real estate loans		1,773			—			—		1,773
Loans held for sale		12,494			50			—		12,544
Corporate loans		7,199			—			18		7,217
Residential real estate loans		966			—			—		966
Wholesale real estate loans		519			—			—		519
Loans held at fair value		8,684			—			18		8,702
Total loans²		42,500			60,427			23		102,950
Lending commitments^3,4		90,143			8,299			—		98,442
Total loans and lending commitments^2,3,4	$	132,643		$	68,726		$	23	$	201,392

1.	Loans in Investment Management are entered into in conjunction with certain investment advisory activities.

2.	Amounts exclude $27.7 billion and $24.4 billion related to margin loans and $4.2 billion and $4.7 billion related to employee loans at June 30, 2017 and December 31, 2016, respectively. See Notes 6 and 7 to the consolidated financial statements for further information.

Lending commitments represent the notional amount of legally binding obligations to provide funding to clients for all lending transactions. Since commitments associated with these business activities may expire unused or may not be utilized to full capacity, they do not necessarily reflect the actual future cash funding requirements.

For syndications led by us, the lending commitments accepted by the borrower but not yet closed are net of the amounts agreed to by counterparties that will participate in the syndication. For syndications that we participate in and do not lead, lending commitments accepted by the borrower but not yet closed include only the amount that we expect will be allocated from the lead syndicate bank. Due to the nature of our obligations under the commitments, these amounts include certain commitments participated to third parties.

Our credit exposure from our loans and lending commitments is measured in accordance with our internal risk management standards. Risk factors considered in determining the aggregate allowance for loan and commitment losses include the borrower’s financial strength, seniority of the loan, collateral type, volatility of collateral value, debt cushion, loan-to-value ratio, debt service ratio, covenants and counterparty type. Qualitative and environmental factors such as economic and business conditions, nature and volume of the portfolio and lending terms, and volume and severity of past due loans may also be considered.

At June 30, 2017 and December 31, 2016, the allowance for loan losses related to loans that were accounted for as held for

investment was $306 million and $274 million, respectively, and the allowance for commitment losses related to lending commitments that were accounted for as held for investment was $186 million and $190 million, respectively. The aggregate allowance for loan and commitment losses increased during the current year period primarily due to updates to model parameters used in determining the inherent allowance. See Note 7 to the consolidated financial statements for further information.

Institutional Securities Lending Activities. In connection with certain Institutional Securities business segment activities, we provide loans and lending commitments to a diverse group of corporate and other institutional clients. These activities include originating and purchasing corporate loans, commercial and residential mortgage lending, asset-backed lending, financing extended to equities and commodities customers, and loans to municipalities. These loans and lending commitments may have varying terms; may be senior or subordinated; may be secured or unsecured; are generally contingent upon representations, warranties and contractual conditions applicable to the borrower; and may be syndicated, traded or hedged by us.

We also participate in securitization activities whereby we extend short-term or long-term funding to clients through loans and lending commitments that are secured by the assets of the borrower and generally provide for over-collateralization, including commercial real estate loans, loans secured by loan pools, commercial company loans, and secured lines of revolving credit. Credit risk with respect to these loans and lending commitments arises from the failure of a borrower to perform according to the terms of the loan agreement or a decline in the underlying collateral value. See Note 12 to the consolidated financial statements for information about our securitization activities. In addition, a collateral management group monitors collateral levels against requirements and oversees the administration of the collateral function. See Note 6 to the consolidated financial statements for additional information about our collateralized transactions.

Institutional Securities loans and lending commitments are mainly related to relationship-based and event-driven lending to select corporate clients. Relationship-based loans and lending commitments are used for general corporate purposes, working capital and liquidity purposes by our investment banking clients and typically consist of revolving lines of credit, letter of credit facilities and term loans. In connection with the relationship-based lending activities, we had hedges (which included single-name, sector and index hedges) with a notional amount of $15.2 billion and $20.2 billion at June 30, 2017 and December 31, 2016,


June 2017 Form 10-Q		34


Risk Disclosures

respectively. Event-driven loans and lending commitments are associated with a particular event or transaction, such as to support client merger, acquisition, recapitalization and project finance activities. Event-driven loans and lending commitments typically consist of revolving lines of credit, term loans and bridge loans.

Institutional Securities Loans and Lending Commitments by Credit Rating¹

At June 30, 2017

Years to Maturity

$ in millions

Less than 1

1-3

3-5

Over 5

Total

Loans

AAA

—

187

221

800

2,018

860

781

4,459

BBB

2,213

4,505

2,737

590

10,045

NIG

5,314

13,016

4,275

2,246

24,851

Unrated²

320

129

430

1,278

2,157

Total Loans³

8,647

19,668

8,336

5,082

41,733

Lending Commitments

AAA

—

165

—

165

3,885

614

3,620

8,123

2,976

4,704

11,749

759

20,188

BBB

2,680

10,216

17,070

208

30,174

NIG

3,677

11,065

12,378

2,855

29,975

Unrated²

114

Total Lending Commitments

13,259

26,810

44,821

3,849

88,739

Total Exposure

21,906

46,478

53,157

8,931

130,472


	At December 31, 2016
	Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Loans
AAA	$	—	$	—	$	—	$	—	$	—
AA		—		—		38		—		38
A		235		775		1,391		552		2,953
BBB		1,709		6,473		2,768		1,362		12,312
NIG		4,667		12,114		5,629		2,304		24,714
Unrated²		699		126		175		1,483		2,483
Total Loans³		7,310		19,488		10,001		5,701		42,500
Lending Commitments
AAA		50		105		50		—		205
AA		3,724		451		3,989		—		8,164
A		1,994		4,610		11,135		392		18,131
BBB		6,261		9,006		18,148		653		34,068
NIG		2,839		8,934		14,267		3,418		29,458
Unrated²		107		6		—		4		117
Total Lending Commitments		14,975		23,112		47,589		4,467		90,143
Total Exposure	$	22,285	$	42,600	$	57,590	$	10,168	$	132,643

1.	Obligor credit ratings are determined by the Credit Risk Management Department.

2.	Unrated loans and lending commitments are primarily trading positions that are measured at fair value and risk managed as a component of Market Risk. For a further discussion of our Market Risk, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Market Risk” herein.

3.	At June 30, 2017 and December 31, 2016, approximately 99% of loans held for investment were current, while approximately 1% were on nonaccrual status because the loans were past due for a period of 90 days or more or payment of principal or interest was in doubt.

Event-Driven Loans and Lending Commitments


$ in millions	At June 30, 2017		At December 31, 2016
Loans	$	4,777	$	5,097
Lending commitments		9,685		16,252
Total	$	14,462	$	21,349

Loans and lending commitments to non-investment grade borrowers	$	11,550	$	15,339


Maturity Profile of Event-Driven Loans and Lending Commitments
	At June 30, 2017		At December 31, 2016
Less than 1 year		22%		34%
1-3 years		34%		14%
3-5 years		21%		28%
Over 5 years		23%		24%

Institutional Securities Credit Exposure from Loans and Lending Commitments by Industry


$ in millions	At June 30, 2017		At December 31, 2016
Industry¹
Real estate	$	23,794	$	19,807
Consumer discretionary		13,171		12,059
Funds, exchanges and other financial services²		12,382		11,481
Energy		11,572		11,757
Industrials		11,049		11,465
Utilities		9,515		9,216
Healthcare		9,185		11,534
Information technology		8,138		8,602
Consumer staples		7,707		7,329
Mortgage finance		5,553		6,296
Materials		5,283		7,630
Telecommunications services		4,437		6,156
Insurance		3,510		4,190
Consumer finance		2,572		2,847
Other		2,604		2,274
Total	$	130,472	$	132,643

1.	Industry categories are based on the Global Industry Classification Standard^®.

2.	Includes mutual funds, pension funds, private equity and real estate funds, exchanges and clearinghouses, and diversified financial services.


		35		June 2017 Form 10-Q


Risk Disclosures

Institutional Securities Lending Exposures Related to the Energy Industry. At June 30, 2017, Institutional Securities’ loans and lending commitments related to the energy industry were $11.6 billion, of which approximately 67% are accounted for as held for investment and 33% are accounted for as either held for sale or at fair value. Additionally, approximately 56% of the total energy industry loans and lending commitments were to investment grade counterparties.

At June 30, 2017, the energy industry portfolio included $1.1 billion in loans and $2.1 billion in lending commitments to Oil and Gas Exploration and Production (“E&P”) companies. The E&P loans were to non-investment grade counterparties, which are generally subject to periodic borrowing base reassessments based on the value of the underlying oil and gas reserves pledged as collateral. In limited situations, we may extend the period related to borrowing base reassessments typically in conjunction with taking certain risk mitigating actions with the borrower. Approximately 52% of the E&P lending commitments were to investment grade counterparties. To the extent oil and natural gas prices remain at quarter-end levels, or deteriorate further, we may incur additional lending losses.

Institutional Securities Margin Lending. In addition to the activities noted above, Institutional Securities provides margin lending, which allows the client to borrow against the value of qualifying securities. At June 30, 2017 and December 31, 2016, the amounts related to margin lending were $15.4 billion and $11.9 billion, respectively, which were classified within Customer and other receivables in the consolidated balance sheets.

Wealth Management Lending Activities. The principal Wealth Management lending activities include securities-based lending and residential real estate loans.

Securities-based lending provided to our retail clients is primarily conducted through our Portfolio Loan Account (“PLA”) and Liquidity Access Line (“LAL”) platforms, which had an outstanding loan balance of $31.6 billion and $29.7 billion at June 30, 2017 and December 31, 2016, respectively. For more information about our securities-based lending and residential real estate loans, see “Quantitative and Qualitative Disclosures about Market Risk–Risk Management–Credit Risk–Lending Activities” in Part II, Item 7A of the 2016 Form 10-K.

For the current quarter, loans and lending commitments associated with the Wealth Management business segment lending activities increased by approximately 6%, mainly due to growth in securities-based lending and other loans.

Wealth Management Lending Activities by Remaining Contractual Maturity

At June 30, 2017

Years to Maturity

$ in millions

Less than 1

1-3

3-5

Over 5

Total

Securities-based lending and other loans

34,048

3,208

1,196

979

39,431

Residential real estate loans

—

25,631

25,675

Total¹

34,048

3,217

1,231

26,610

65,106

Lending commitments

6,484

1,903

458

265

9,110

Total loans and lending commitments

40,532

5,120

1,689

26,875

74,216


	At December 31, 2016
	Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Securities-based lending and other loans	$	30,547	$	2,983	$	1,304	$	1,179	$	36,013
Residential real estate loans		—		—		45		24,369		24,414
Total¹	$	30,547	$	2,983	$	1,349	$	25,548	$	60,427
Lending commitments		6,372		1,413		268		246		8,299
Total loans and lending commitments	$	36,919	$	4,396	$	1,617	$	25,794	$	68,726

1.	At June 30, 2017 and December 31, 2016, greater than 99% of the Wealth Management business segment loans held for investment were current, while less than 1% were on nonaccrual status because the loans were past due for a period of 90 days or more or payment of principal or interest was in doubt.

Wealth Management Loans included in Customer and Other Receivables


$ in millions	At June 30, 2017			At December 31, 2016
Net customer receivables representing margin loans	$	12,328		$	12,483
Employee loans¹:
Balance	$	4,323		$	4,804
Allowance for loan losses		(83	)		(89	)
Balance, net	$	4,240		$	4,715

Granted in conjunction with programs established by us to retain and recruit certain employees. These loans are full recourse and generally require periodic payments. At June 30, 2017, these loans have repayment terms ranging from 1 to 20 years. We establish an allowance for loan amounts to terminated employees that we do not consider recoverable, which is recorded in Compensation and benefits expense.

Credit Exposure—Derivatives

We incur credit risk as a dealer in OTC derivatives. Credit risk with respect to derivative instruments arises from the possibility that a counterparty may fail to perform according to the terms of the contract. In connection with our OTC derivative activities, we generally enter into master netting agreements and collateral arrangements with counterparties. These agreements provide us with the ability to demand


June 2017 Form 10-Q		36


Risk Disclosures

collateral, as well as to liquidate collateral and offset receivables and payables covered under the same master netting agreement in the event of counterparty default.

We manage our trading positions by employing a variety of risk mitigation strategies. These strategies include diversification of risk exposures and hedging. Hedging activities consist of the purchase or sale of positions in related securities and financial instruments, including a variety of derivative products (e.g., futures, forwards, swaps and options). For credit exposure information on our OTC derivative products, see Note 4 to the consolidated financial statements. For a discussion of our credit exposure and related credit derivative contracts, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Credit Risk—Credit Exposure—Derivatives” in Part II, Item 7A of the 2016 Form 10-K.

Credit Derivative Portfolio by Counterparty Type

At June 30, 2017

Fair Values¹

Notionals

$ in millions

Receivable

Payable

Net

Protection
Purchased

Protection
Sold

Banks and securities firms

5,870

6,293

(423

)

222,828

195,023

Insurance and other financial institutions

3,563

4,022

(459

)

156,758

154,604

Non-financial entities

(51

)

3,586

1,189

Total

9,472

10,405

(933

)

383,172

350,816


	At December 31, 2016
	Fair Values¹							Notionals
$ in millions	Receivable		Payable		Net			Protection Purchased		Protection Sold
Banks and securities firms	$	8,516	$	9,397	$	(881	)	$	319,830	$	273,462
Insurance and other financial institutions		3,619		3,901		(282	)		144,527		151,999
Non-financial entities		94		127		(33	)		5,832		4,269
Total	$	12,229	$	13,425	$	(1,196	)	$	470,189	$	429,730

Our Credit Default Swaps (“CDS”) are classified in either Level 2 or Level 3 of the fair value hierarchy. Approximately 4% of receivable fair values, and 6% and 7%, respectively, of payable fair values represented Level 3 amounts at June 30, 2017 and December 31, 2016 (see Note 3 to the consolidated financial statements).

The fair values shown in the previous table are before the application of contractual netting or collateral. For additional credit exposure information on our credit derivative portfolio, see Note 4 to the consolidated financial statements.

OTC Derivative Products at Fair Value, Net of Collateral, by Industry


$ in millions	At June 30, 2017		At December 31, 2016¹
Industry²
Utilities	$	4,052	$	4,184
Funds, exchanges and other financial services³		3,145		2,756
Industrials		1,269		1,644
Regional governments		1,144		1,352
Sovereign governments		1,104		709
Banks and securities firms		949		1,485
Healthcare		930		1,103
Not-for-profit organizations		730		830
Hedge funds		542		233
Consumer discretionary		392		590
Information technology		366		267
Materials		348		235
Insurance		279		570
Energy		267		533
Consumer staples		243		567
Special purpose vehicles		229		821
Other		166		256
Total⁴	$	16,155	$	18,135

1.	The amounts included in the December 31, 2016 industry categories have been revised due to previous misclassifications. The total remains unchanged.

2.	Industry categories are based on the Global Industry Classification Standard^®.

3.	Amounts include mutual funds, pension funds, private equity and real estate funds, exchanges and clearinghouses, consumer finance, mortgage finance and other diversified financial services.

4.	For further information on derivative instruments and hedging activities, see Note 4 to the consolidated financial statements.


		37		June 2017 Form 10-Q


Risk Disclosures

Country Risk Exposure

Country risk exposure is the risk that events in, or that affect, a foreign country (any country other than the U.S.) might adversely affect us. We actively manage country risk exposure through a comprehensive risk management framework that combines credit and market fundamentals and allows us to effectively identify, monitor and limit country risk. Country risk exposure before and after hedging is monitored and managed. For a further discussion of our country risk exposure see, “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Country Risk Exposure” in Part II, Item 7A of the 2016 Form 10-K.

Our sovereign exposures consist of financial instruments entered into with sovereign and local governments. Our non-sovereign exposures consist of exposures to primarily corporations and financial institutions. The following table shows our 10 largest non-U.S. country risk net exposures at June 30, 2017. Index credit derivatives are included in the country risk exposure table. Each reference entity within an index is allocated to that reference entity’s country of risk. Index exposures are allocated to the underlying reference entities in proportion to the notional weighting of each reference entity in the index, adjusted for any fair value receivable/payable for that reference entity. Where credit risk crosses multiple jurisdictions, for example, a CDS purchased from an issuer in a specific country that references bonds issued by an entity in a different country, the fair value of the CDS is reflected in the Net Counterparty Exposure column based on the country of the CDS issuer. Further, the notional amount of the CDS adjusted for the fair value of the receivable/payable is reflected in the Net Inventory column based on the country of the underlying reference entity.


June 2017 Form 10-Q		38


Risk Disclosures

Top Ten Country Exposures at June 30, 2017¹


$ in millions	Net Inventory²			Net Counterparty Exposure^3,4		Loans		Lending Commitments		Exposure Before Hedges		Hedges⁵			Net Exposure
Country
United Kingdom:
Sovereigns	$	1,444		$	92	$	—		$ —	$	1,536	$	(254)		$	1,282
Non-sovereigns		595			9,995		2,050		5,630		18,270		(1,824	)		16,446
Total	$	2,039		$	10,087	$	2,050	$	5,630	$	19,806	$	(2,078	)	$	17,728
Japan:
Sovereigns	$	2,205		$	76	$	—	$	—	$	2,281	$	(82	)	$	2,199
Non-sovereigns		512			3,161		95		—		3,768		(144	)		3,624
Total	$	2,717		$	3,237	$	95	$	—	$	6,049	$	(226	)	$	5,823
Brazil:
Sovereigns	$	4,088		$	—	$	—	$	—	$	4,088	$	(12	)	$	4,076
Non-sovereigns		52			568		955		68		1,643		(511	)		1,132
Total	$	4,140		$	568	$	955	$	68	$	5,731	$	(523	)	$	5,208
Germany:
Sovereigns	$	1,237		$	772	$	—	$	—	$	2,009	$	(908	)	$	1,101
Non-sovereigns		144			1,359		526		3,256		5,285		(1,370	)		3,915
Total	$	1,381		$	2,131	$	526	$	3,256	$	7,294	$	(2,278	)	$	5,016
Canada:
Sovereigns	$	182		$	100	$	—	$	—	$	282	$	—		$	282
Non-sovereigns		276			1,619		155		1,465		3,515		(356	)		3,159
Total	$	458		$	1,719	$	155	$	1,465	$	3,797	$	(356	)	$	3,441
United Arab Emirates:
Sovereigns	$	(25	)	$	831	$	—	$	—	$	806	$	(24	)	$	782
Non-sovereigns		5			191		28		1,983		2,207		(15	)		2,192
Total	$	(20	)	$	1,022	$	28	$	1,983	$	3,013	$	(39	)	$	2,974
China:
Sovereigns	$	(45	)	$	213	$	—	$	—	$	168	$	(249	)	$	(81	)
Non-sovereigns		1,032			157		759		515		2,463		(10	)		2,453
Total	$	987		$	370	$	759	$	515	$	2,631	$	(259	)	$	2,372
India:
Sovereigns	$	1,157		$	—	$	—	$	—	$	1,157	$	—		$	1,157
Non-sovereigns		562			507		—		—		1,069		—			1,069
Total	$	1,719		$	507	$	—	$	—	$	2,226	$	—		$	2,226
Ireland:
Sovereigns	$	13		$	5	$	—	$	—	$	18	$	(82	)	$	(64	)
Non-sovereigns		122			399		1,671		74		2,266		—			2,266
Total	$	135		$	404	$	1,671	$	74	$	2,284	$	(82	)	$	2,202
Singapore:
Sovereigns	$	1,482		$	149	$	—	$	—	$	1,631	$	—		$	1,631
Non-sovereigns		50			228		29		117		424		—			424
Total	$	1,532		$	377	$	29	$	117	$	2,055	$	—		$	2,055

1.	At June 30, 2017, we had exposure to these countries for overnight deposits with banks of approximately $14.6 billion.

Net inventory represents exposure to both long and short single-name and index positions (i.e., bonds and equities at fair value and CDS based on a notional amount assuming zero recovery adjusted for any fair value receivable or payable). As a market maker, we may transact in these CDS positions to facilitate client trading. At June 30, 2017, gross purchased protection, gross written protection, and net exposures related to single-name and index credit derivatives for those countries shown in the previous table were $(55.7) billion, $53.5 billion and $(2.2) billion, respectively.

3.	Net counterparty exposure (i.e., repurchase transactions, securities lending and OTC derivatives) takes into consideration legally enforceable master netting agreements and collateral.

At June 30, 2017, the benefit of collateral received against counterparty credit exposure was $7.9 billion in the U.K. with 96% of collateral consisting of cash and government obligations of the U.K., the U.S. and France, and $9.3 billion in Germany, with 95% of collateral consisting of cash and government obligations of France, Belgium and Germany. The benefit of collateral received against counterparty credit exposure in the other countries totaled approximately $7.2 billion, with collateral primarily consisting of cash and government obligations of Japan. These amounts do not include collateral received on secured financing transactions.

Amounts represent CDS hedges (purchased and sold) on net counterparty exposure and lending executed by trading desks responsible for hedging counterparty and lending credit risk exposures for us. Amounts are based on the CDS notional amount assuming zero recovery adjusted for any fair value receivable or payable. For a further description of the contractual terms for purchased credit protection and whether they may limit the effectiveness of our hedges, see “Credit Exposure—Derivatives” herein.


		39		June 2017 Form 10-Q


Risk Disclosures

Country Risk Exposures Related to the United Kingdom. At June 30, 2017, our country risk exposures in the U.K. included net exposures of $17,728 million as shown in the previous table, and overnight deposits of $6,657 million. The $16,446 million of exposures to non-sovereigns were diversified across both names and sectors. Of this exposure $14,162 million was to investment grade counterparties, with the largest single component ($5,334 million) to exchanges and clearing houses.

Country Risk Exposures Related to Brazil. At June 30, 2017, our country risk exposures in Brazil included net exposures of $5,208 million as shown in the previous table. Our sovereign net exposures in Brazil were principally in the form of local currency government bonds held onshore to support client activity. The $1,132 million of exposures to non-sovereigns were diversified across both names and sectors.

Operational Risk

Operational risk refers to the risk of loss, or of damage to our reputation, resulting from inadequate or failed processes or systems, human factors or from external events (e.g., fraud, theft, legal and compliance risks, cyber attacks or damage to physical assets). We may incur operational risk across the full scope of our business activities, including revenue-generating activities (e.g., sales and trading) and support and control groups (e.g., information technology and trade processing). For a further discussion about our operational risk, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Operational Risk” in Part II, Item 7A of the 2016 Form 10-K.

Model Risk

Model risk refers to the potential for adverse consequences from decisions based on incorrect or misused model outputs. Model risk can lead to financial loss, poor business and strategic decision making, or damage to the Firm’s reputation. The risk inherent in a model is a function of the materiality,

complexity and uncertainty around inputs and assumptions. Model risk is generated from the use of models impacting financial statements, regulatory filings, capital adequacy assessments and the formulation of business strategies. For a further discussion about our model risk, see “Quantitative and Qualitative Disclosures about Market Risk–Risk Management–Model Risk” in Part II, Item 7A of the 2016 Form 10-K.

Liquidity Risk

Liquidity risk refers to the risk that we will be unable to finance our operations due to a loss of access to the capital markets or difficulty in liquidating our assets. Liquidity risk also encompasses our ability (or perceived ability) to meet our financial obligations without experiencing significant business disruption or reputational damage that may threaten our viability as a going concern. For a further discussion about our liquidity risk, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Liquidity Risk” in Part II, Item 7A of the 2016 Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in Part I, Item 2.

Legal and Compliance Risk

Legal and compliance risk includes the risk of legal or regulatory sanctions, material financial loss, including fines, penalties, judgments, damages and/or settlements, or loss to reputation that we may suffer as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes of conduct applicable to our business activities. This risk also includes contractual and commercial risk, such as the risk that a counterparty’s performance obligations will be unenforceable. It also includes compliance with anti-money laundering and terrorist financing rules and regulations. For a further discussion about our legal and compliance risk, see “Quantitative and Qualitative Disclosures about Market Risk—Risk Management—Legal and Compliance Risk” in Part II, Item 7A of the 2016 Form 10-K.


June 2017 Form 10-Q		40

Controls and Procedures

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

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


		41		June 2017 Form 10-Q

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Morgan Stanley:

We have reviewed the accompanying condensed consolidated balance sheet of Morgan Stanley and subsidiaries (the “Firm”) as of June 30, 2017, and the related condensed consolidated income statements and comprehensive income statements for the three-month and six-month periods ended June 30, 2017 and 2016, and the cash flow statements and statements of changes in total equity for the six-month periods ended June 30, 2017 and 2016. These interim condensed consolidated financial statements are the responsibility of the management of the Firm.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding

the financial statements taken as a whole. Accordingly, we do not express such an opinion.

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Firm as of December 31, 2016, and the consolidated income statement, comprehensive income statement, cash flow statement and statement of changes in total equity for the year then ended (not presented herein) included in the Firm’s Annual Report on Form 10-K; and in our report dated February 27, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

New York, New York

August 3, 2017


June 2017 Form 10-Q		42

Financial Statements

Consolidated Financial Statements and Notes

Consolidated Income Statements

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
in millions, except per share data	2017			2016			2017			2016
Revenues
Investment banking	$	1,530		$	1,224		$	3,075		$	2,331
Trading		2,931			2,746			6,166			4,811
Investments		163			126			328			92
Commissions and fees		1,027			1,020			2,060			2,075
Asset management, distribution and administration fees		2,902			2,637			5,669			5,257
Other		199			243			428			323
Total non-interest revenues		8,752			7,996			17,726			14,889
Interest income		2,106			1,667			4,071			3,414
Interest expense		1,355			754			2,549			1,602
Net interest		751			913			1,522			1,812
Net revenues		9,503			8,909			19,248			16,701
Non-interest expenses
Compensation and benefits		4,252			4,015			8,718			7,698
Occupancy and equipment		333			329			660			658
Brokerage, clearing and exchange fees		525			484			1,034			949
Information processing and communications		433			429			861			871
Marketing and business development		155			154			291			288
Professional services		561			547			1,088			1,061
Other		602			468			1,146			955
Total non-interest expenses		6,861			6,426			13,798			12,480
Income from continuing operations before income taxes		2,642			2,483			5,450			4,221
Provision for income taxes		846			833			1,661			1,411
Income from continuing operations		1,796			1,650			3,789			2,810
Income (loss) from discontinued operations, net of income taxes		(5	)		(4	)		(27	)		(7	)
Net income	$	1,791		$	1,646		$	3,762		$	2,803
Net income applicable to noncontrolling interests		34			64			75			87
Net income applicable to Morgan Stanley	$	1,757		$	1,582		$	3,687		$	2,716
Preferred stock dividends and other		170			157			260			235
Earnings applicable to Morgan Stanley common shareholders	$	1,587		$	1,425		$	3,427		$	2,481

Earnings per basic common share
Income from continuing operations	$	0.89		$	0.77		$	1.92		$	1.33
Income (loss) from discontinued operations		—			(0.01	)		(0.01	)		(0.01	)
Earnings per basic common share	$	0.89		$	0.76		$	1.91		$	1.32

Earnings per diluted common share
Income from continuing operations	$	0.87		$	0.75		$	1.88		$	1.30
Income (loss) from discontinued operations		—			—			(0.01	)		—
Earnings per diluted common share	$	0.87		$	0.75		$	1.87		$	1.30

Dividends declared per common share	$	0.20		$	0.15		$	0.40		$	0.30
Average common shares outstanding
Basic		1,791			1,866			1,796			1,875
Diluted		1,830			1,899			1,836			1,907


See Notes to Consolidated Financial Statements		43		June 2017 Form 10-Q


Consolidated Comprehensive Income Statements (Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
$ in millions	2017			2016			2017			2016
Net income	$	1,791		$	1,646		$	3,762		$	2,803
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	12		$	131			162			317
Change in net unrealized gains on available-for-sale securities		108			143			192			538
Pension, postretirement and other		4			(5	)		4			(4	)
Change in net debt valuation adjustment		(183	)		145			(174	)		348
Total other comprehensive income (loss)	$	(59	)	$	414		$	184		$	1,199
Comprehensive income	$	1,732		$	2,060		$	3,946		$	4,002
Net income applicable to noncontrolling interests		34			64			75			87
Other comprehensive income (loss) applicable to noncontrolling interests		(21	)		81			29			136
Comprehensive income applicable to Morgan Stanley	$	1,719		$	1,915		$	3,842		$	3,779


June 2017 Form 10-Q		44		See Notes to Consolidated Financial Statements


Consolidated Balance Sheets


	(Unaudited)
$ in millions, except share data	At June 30, 2017			At December 31, 2016
Assets
Cash and due from banks	$	25,008		$	22,017
Interest bearing deposits with banks		19,651			21,364
Trading assets at fair value ($163,689 and $152,548 were pledged to various parties)		290,802			262,154
Investment securities (includes $50,488 and $63,170 at fair value)		71,576			80,092
Securities purchased under agreements to resell (includes $102 and $302 at fair value)		97,408			101,955
Securities borrowed		126,722			125,236
Customer and other receivables		54,917			46,460
Loans:
Held for investment (net of allowance of $306 and $274)		87,007			81,704
Held for sale		10,632			12,544
Goodwill		6,591			6,577
Intangible assets (net of accumulated amortization of $2,575 and $2,421)		2,567			2,721
Other assets		48,135			52,125
Total assets	$	841,016		$	814,949

Liabilities
Deposits (includes $130 and $63 at fair value)	$	144,913		$	155,863
Short-term borrowings (includes $582 and $406 at fair value)		916			941
Trading liabilities at fair value		134,810			128,194
Securities sold under agreements to repurchase (includes $738 and $729 at fair value)		50,697			54,628
Securities loaned		16,862			15,844
Other secured financings (includes $5,731 and $5,041 at fair value)		16,642			11,118
Customer and other payables		197,055			190,513
Other liabilities and accrued expenses		15,042			15,896
Long-term borrowings (includes $43,226 and $38,736 at fair value)		184,112			164,775
Total liabilities		761,049			737,772

Commitments and contingent liabilities (see Note 11)

Equity
Morgan Stanley shareholders’ equity:
Preferred stock		8,520			7,520
Common stock, $0.01 par value:
Shares authorized: 3,500,000,000; Shares issued: 2,038,893,979; Shares outstanding: 1,839,578,174 and 1,852,481,601		20			20
Additional paid-in capital		23,140			23,271
Retained earnings		56,325			53,679
Employee stock trusts		2,945			2,851
Accumulated other comprehensive income (loss)		(2,488	)		(2,643	)
Common stock held in treasury at cost, $0.01 par value (199,315,805 and 186,412,378 shares)		(6,691	)		(5,797	)
Common stock issued to employee stock trusts		(2,945	)		(2,851	)
Total Morgan Stanley shareholders’ equity		78,826			76,050
Noncontrolling interests		1,141			1,127
Total equity		79,967			77,177
Total liabilities and equity	$	841,016		$	814,949


See Notes to Consolidated Financial Statements		45		June 2017 Form 10-Q


Consolidated Statements of Changes in Total Equity (Unaudited)


$ in millions	Preferred Stock		Common Stock		Additional 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- controlling Interests			Total Equity
Balance at December 31, 2016	$	7,520	$	20	$	23,271		$	53,679		$	2,851	$	(2,643	)	$	(5,797	)	$	(2,851	)	$	1,127		$	77,177
Cumulative adjustment for accounting changes¹		—		—		45			(35	)		—		—			—			—			—			10
Net income applicable to Morgan Stanley		—		—		—			3,687			—		—			—			—			—			3,687
Net income applicable to noncontrolling interests		—		—		—			—			—		—			—			—			75			75
Dividends		—		—		—			(1,006	)		—		—			—			—			—			(1,006	)
Shares issued under employee plans		—		—		(170	)		—			94		—			815			(94	)		—			645
Repurchases of common stock and employee tax withholdings		—		—		—			—			—		—			(1,709	)		—			—			(1,709	)
Net change in Accumulated other comprehensive income (loss)		—		—		—			—			—		155			—			—			29			184
Issuance of preferred stock		1,000		—		(6	)		—			—		—			—			—			—			994
Other net decreases		—		—		—			—			—		—			—			—			(90	)		(90	)
Balance at June 30, 2017	$	8,520	$	20	$	23,140		$	56,325		$	2,945	$	(2,488	)	$	(6,691	)	$	(2,945	)	$	1,141		$	79,967
Balance at December 31, 2015	$	7,520	$	20	$	24,153		$	49,204		$	2,409	$	(1,656	)	$	(4,059	)	$	(2,409	)	$	1,002		$	76,184
Cumulative adjustment for accounting change related to DVA²		—		—		—			312			—		(312	)		—			—			—			—
Net adjustment for accounting change related to consolidation³		—		—		—			—			—		—			—			—			106			106
Net income applicable to Morgan Stanley		—		—		—			2,716			—		—			—			—			—			2,716
Net income applicable to noncontrolling interests		—		—		—			—			—		—			—			—			87			87
Dividends		—		—		—			(822	)		—		—			—			—			—			(822	)
Shares issued under employee plans and related tax effects		—		—		(1,456	)		—			464		—			2,062			(464	)		—			606
Repurchases of common stock and employee tax withholdings		—		—		—			—			—		—			(1,629	)		—			—			(1,629	)
Net change in Accumulated other comprehensive income (loss)		—		—		—			—			—		1,063			—			—			136			1,199
Other net decreases		—		—		—			—			—		—			—			—			(72	)		(72	)
Balance at June 30, 2016	$	7,520	$	20	$	22,697		$	51,410		$	2,873	$	(905)		$	(3,626)		$	(2,873)		$	1,259		$	78,375

The cumulative adjustment relates to the adoption of the following accounting updates on January 1, 2017: Improvements to Employee Share-Based Payment Accounting, for which the Firm recorded a cumulative catch-up adjustment to reflect its election to account for forfeitures as they occur (see Note 2 for further information); and Intra-Entity Transfers of Assets Other Than Inventory, for which the Firm recorded a cumulative catch-up adjustment to reflect the tax impact from an intercompany sale of assets.

Debt valuation adjustment (“DVA”) represents the change in the fair value resulting from fluctuations in the Firm’s credit spreads and other credit factors related to liabilities carried at fair value under the fair value option, primarily related to certain Long-term and Short-term borrowings. In accordance with the early adoption of a provision of the accounting update Recognition and Measurement of Financial Assets and Financial Liabilities, a cumulative catch-up adjustment was recorded as of January 1, 2016 to move the cumulative unrealized DVA amount, net of noncontrolling interests and tax, related to outstanding liabilities under the fair value option election from Retained earnings into Accumulated other comprehensive income (loss) (“AOCI”). See Note 2 to the consolidated financial statements in the Firm’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) and Note 14 for further information.

In accordance with the accounting update Amendments to the Consolidation Analysis, a net adjustment was recorded as of January 1, 2016 to both consolidate and deconsolidate certain entities under the new guidance. See Note 2 to the consolidated financial statements in the 2016 Form 10-K for further information.


June 2017 Form 10-Q		46		See Notes to Consolidated Financial Statements

Consolidated Cash Flow Statements

(Unaudited)


	Six Months Ended June 30,
$ in millions	2017			2016
Cash flows from operating activities
Net income	$	3,762		$	2,803
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
(Income) loss from equity method investments		—			(1	)
Compensation payable in common stock and options		518			492
Depreciation and amortization		889			879
Net gain on sale of available-for-sale securities		(16	)		(82	)
Impairment charges		6			67
Provision for credit losses on lending activities		25			131
Other operating adjustments		(148	)		218
Changes in assets and liabilities:
Trading assets, net of Trading liabilities		(18,050	)		(333	)
Securities borrowed		(1,486	)		11,135
Securities loaned		1,018			(2,117	)
Customer and other receivables and other assets		(2,336	)		(10,537	)
Customer and other payables and other liabilities		5,732			9,949
Securities purchased under agreements to resell		4,547			(9,932	)
Securities sold under agreements to repurchase		(3,931	)		13,636
Net cash provided by (used for) operating activities		(9,470	)		16,308

Cash flows from investing activities
Proceeds from (payments for):
Other assets—Premises, equipment and software, net		(723	)		(645	)
Changes in loans, net		(5,326	)		(4,724	)
Investment securities:
Purchases		(8,418	)		(30,700	)
Proceeds from sales		13,533			20,274
Proceeds from paydowns and maturities		3,668			3,507
Other investing activities		(39	)		(126	)
Net cash provided by (used for) investing activities		2,695			(12,414	)

Cash flows from financing activities
Net proceeds from (payments for):
Short-term borrowings		(25	)		(1,293	)
Noncontrolling interests		(35	)		(43	)
Other secured financings		4,272			(69	)
Deposits		(10,950	)		(3,341	)
Proceeds from:
Derivatives financing activities		73			—
Issuance of preferred stock, net of issuance costs		994			—
Issuance of long-term borrowings		33,522			20,628
Payments for:
Long-term borrowings		(17,796	)		(15,900	)
Derivatives financing activities		(48	)		(120	)
Repurchases of common stock and employee tax withholdings		(1,709	)		(1,629	)
Cash dividends		(954	)		(791	)
Other financing activities		21			—
Net cash provided by (used for) financing activities		7,365			(2,558	)
Effect of exchange rate changes on cash and cash equivalents		688			714
Net increase in cash and cash equivalents		1,278			2,050
Cash and cash equivalents, at beginning of period		43,381			54,083
Cash and cash equivalents, at end of period	$	44,659		$	56,133

Cash and cash equivalents include:
Cash and due from banks	$	25,008		$	27,597
Interest bearing deposits with banks		19,651			28,536
Cash and cash equivalents, at end of period	$	44,659		$	56,133

Supplemental Disclosure of Cash Flow Information

Cash payments for interest were $1,922 million and $1,082 million.

Cash payments for income taxes, net of refunds, were $732 million and $340 million


See Notes to Consolidated Financial Statements		47		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

1. Introduction and Basis of Presentation

The Firm

Morgan Stanley, a financial holding company, is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Wealth Management and Investment Management. Morgan Stanley, 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 “Firm” mean Morgan Stanley (the “Parent Company”) together with its consolidated subsidiaries.

A description of the clients and principal products and services of each of the Firm’s business segments is as follows:

Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses/institutions covering brokerage and investment advisory services, financial and wealth planning services, annuity and insurance products, credit and other lending products, banking and retirement plan services.

tions, endowments, government entities, sovereign wealth funds, insurance companies, third-party fund sponsors and corporations. Individual clients are serviced through intermediaries, including affiliated and non-affiliated distributors.

Basis of Financial Information

The unaudited consolidated financial statements (“consolidated financial statements”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require the Firm 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 legal and tax matters, allowance for credit losses and other matters that affect its consolidated financial statements and related disclosures. The Firm believes that the estimates utilized in the preparation of its consolidated financial statements are prudent and reasonable. Actual results could differ materially from these estimates. Intercompany balances and transactions have been eliminated. Certain reclassifications have been made to prior periods to conform to the current presentation.

The accompanying consolidated financial statements should be read in conjunction with the Firm’s consolidated financial statements and notes thereto included in the 2016 Form 10-K. Certain footnote disclosures included in the 2016 Form 10-K have been condensed or omitted from these consolidated financial statements as they are not required for interim reporting under U.S. GAAP. The consolidated financial statements reflect all adjustments of a normal, 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 consolidated financial statements include the accounts of the Firm, its wholly owned subsidiaries and other entities in which the Firm has a controlling financial interest, including certain variable interest entities (“VIE”) (see Note 12). For consolidated subsidiaries that are less than wholly owned, the third-party holdings of equity interests are referred to as noncontrolling interests. The net income attributable to noncontrolling interests for such subsidiaries is presented as Net income applicable to noncontrolling interests in the consolidated income statements. The portion of shareholders’ equity that is attributable to noncontrolling interests for such subsidiaries is presented as noncontrolling interests, a component of total equity, in the consolidated balance sheets.


June 2017 Form 10-Q		48

Notes to Consolidated Financial Statements

(Unaudited)

For a discussion of the Firm’s involvement with VIEs and its significant regulated U.S. and international subsidiaries, see Notes 1 and 2 to the consolidated financial statements in the 2016 Form 10-K.

2. Significant Accounting Policies

For a detailed discussion about the Firm’s significant accounting policies, see Note 2 to the consolidated financial statements in the 2016 Form 10-K.

During the six months ended June 30, 2017 (“current year period”), other than the following, there were no significant updates made to the Firm’s significant accounting policies.

Accounting Standards Adopted

The Firm adopted the following accounting update on January 1, 2017.

•

Improvements to Employee Share-Based Payment Accounting. This accounting update simplifies the accounting for employee share-based payments, including the recognition of forfeitures, the classification of income tax consequences, and the classification within the consolidated cash flow statements.

Beginning in 2017, the income tax consequences related to share-based payments are required to be recognized in Provision for income taxes in the consolidated income

statements upon the conversion of employee share-based awards instead of additional paid-in capital. The impact of the income tax consequences upon conversion of the awards may be either a benefit or a provision. Conversion of employee share-based awards to Firm shares will primarily occur in the first quarter of each year. The impact of recognizing excess tax benefits upon conversion of awards in the quarter in which the accounting update was adopted (three months ended March 31, 2017) was a $112 million benefit to Provision for income taxes. The classification of cash flows from excess tax benefits was moved from the financing section to the operating section of the consolidated cash flow statements, and was applied on a retrospective basis.

In addition, this accounting update permits an entity to elect whether to continue to estimate the total forfeitures, or to account for forfeitures on an actual basis as they occur. The Firm has elected to account for forfeitures on an actual basis as they occur. This change is required to be applied using a modified retrospective approach, and upon adoption, the Firm recorded a cumulative catch-up adjustment, decreasing Retained earnings by approximately $30 million net of tax, increasing Additional paid-in capital by approximately $45 million and increasing deferred tax assets by approximately $15 million.


		49		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

3. Fair Values

Fair Value Measurement

Assets and Liabilities Measured at Fair Value on a Recurring

Basis

At June 30, 2017

$ in millions

Level 1

Level 2

Level 3

Netting⁴

Total

Assets at Fair Value

Trading assets:

U.S. government and agency securities:

U.S. Treasury securities

27,473

—

27,473

U.S. agency securities

2,148

25,832

—

27,980

Total U.S. government and agency securities

29,621

25,832

—

55,453

Other sovereign government obligations¹

19,553

5,382

100

—

25,035

Corporate and other debt:

State and municipal securities

—

2,572

—

2,581

Residential mortgage-, commercial mortgage- and asset-backed securities

—

2,564

264

—

2,828

Corporate bonds

—

15,338

449

—

15,787

Collateralized debt and loan obligations

—

305

—

363

Loans and lending commitments²

—

4,361

4,864

—

9,225

Other debt

—

2,269

186

—

2,455

Total corporate and other debt

—

27,409

5,830

—

33,239

Corporate equities³

127,252

394

500

—

128,146

Securities received as collateral

14,402

—

14,408

Derivative and other contracts:

Interest rate

623

254,677

1,850

—

257,150

Credit

—

9,049

423

—

9,472

Foreign exchange

100

54,895

—

55,057

Equity

803

41,506

3,073

—

45,382

Commodity and other

1,647

6,705

4,071

—

12,423

Netting⁴

(2,976

)

(297,356

)

(2,360

)

(46,652

)

(349,344

)

Total derivative and other contracts

197

69,476

7,119

(46,652

)

30,140

Investments⁵

305

243

946

—

1,494

Physical commodities

—

134

—

134

Total trading assets⁵

191,330

128,876

14,495

(46,652

)

288,049

Investment securities—AFS

22,018

28,470

—

50,488

Securities purchased under agreements to resell

—

102

—

102

Intangible assets

—

Total assets at fair value⁶

213,348

157,451

14,495

(46,652

)

338,642

At June 30, 2017

$ in millions

Level 1

Level 2

Level 3

Netting⁴

Total

Liabilities at Fair Value

Deposits

—

130

Short-term borrowings

—

582

—

582

Trading liabilities:

U.S. government and agency securities:

U.S. Treasury securities

16,142

—

16,142

U.S. agency securities

439

—

523

Total U.S. government and agency securities

16,581

—

16,665

Other sovereign government obligations¹

25,411

1,118

—

26,529

Corporate and other debt:

Corporate bonds

—

6,653

—

6,666

Other debt

—

316

—

318

Total corporate and other debt

—

6,969

—

6,984

Corporate equities³

36,338

—

36,446

Obligation to return securities received as collateral

21,471

—

21,481

Derivative and other contracts:

Interest rate

551

233,943

880

—

235,374

Credit

—

9,677

728

—

10,405

Foreign exchange

58,070

—

58,165

Equity

699

44,996

1,980

—

47,675

Commodity and other

1,847

6,757

2,562

—

11,166

Netting⁴

(2,976

)

(297,356

)

(2,360

)

(33,388

)

(336,080

)

Total derivative and other contracts

156

56,087

3,850

(33,388

)

26,705

Total trading liabilities

99,957

64,348

3,893

(33,388

)

134,810

Securities sold under agreements to repurchase

—

590

148

—

738

Other secured financings

—

5,487

244

—

5,731

Long-term borrowings

40,513

2,646

—

43,226

Total liabilities at fair value⁶

100,024

111,571

7,010

(33,388

)

185,217


June 2017 Form 10-Q		50

Notes to Consolidated Financial Statements

(Unaudited)


	At December 31, 2016
$ in millions	Level 1			Level 2			Level 3			Netting⁴			Total
Assets at Fair Value
Trading assets:
U.S. government and agency securities:
U.S. Treasury securities	$	25,457		$	—		$	—		$	—		$	25,457
U.S. agency securities		2,122			20,392			74			—			22,588
Total U.S. government and agency securities		27,579			20,392			74			—			48,045
Other sovereign government obligations		14,005			5,497			6			—			19,508
Corporate and other debt:
State and municipal securities		—			2,355			250			—			2,605
Residential mortgage-, commercial mortgage- and asset-backed securities		—			1,691			217			—			1,908
Corporate bonds		—			11,051			232			—			11,283
Collateralized debt and loan obligations		—			602			63			—			665
Loans and lending commitments²		—			3,580			5,122			—			8,702
Other debt		—			1,360			180			—			1,540
Total corporate and other debt		—			20,639			6,064			—			26,703
Corporate equities³		117,857			333			445			—			118,635
Securities received as collateral		13,717			19			1			—			13,737
Derivative and other contracts:
Interest rate		1,131			300,406			1,373			—			302,910
Credit		—			11,727			502			—			12,229
Foreign exchange		231			74,921			13			—			75,165
Equity		1,185			35,736			1,708			—			38,629
Commodity and other		2,808			6,734			3,977			—			13,519
Netting⁴		(4,378	)		(353,543	)		(1,944	)		(51,381	)		(411,246	)
Total derivative and other contracts		977			75,981			5,629			(51,381	)		31,206
Investments⁵		237			197			958			—			1,392
Physical commodities		—			112			—			—			112
Total trading assets⁵		174,372			123,170			13,177			(51,381	)		259,338
Investment securities—AFS		29,120			34,050			—			—			63,170
Securities purchased under agreements to resell		—			302			—			—			302
Intangible assets		—			3			—			—			3
Total assets at fair value⁶	$	203,492		$	157,525		$	13,177		$	(51,381	)	$	322,813


	At December 31, 2016
$ in millions	Level 1			Level 2			Level 3			Netting⁴			Total
Liabilities at Fair Value
Deposits	$	—		$	21		$	42		$	—		$	63
Short-term borrowings		—			404			2			—			406
Trading liabilities:
U.S. government and agency securities:
U.S. Treasury securities		10,745			—			—			—			10,745
U.S. agency securities		891			61			—			—			952
Total U.S. government and agency securities		11,636			61			—			—			11,697
Other sovereign government obligations		20,658			2,430			—			—			23,088
Corporate and other debt:
Corporate bonds		—			5,572			34			—			5,606
Other debt		—			549			2			—			551
Total corporate and other debt		—			6,121			36			—			6,157
Corporate equities³		37,611			29			34			—			37,674
Obligation to return securities received as collateral		20,236			25			1			—			20,262
Derivative and other contracts:
Interest rate		1,244			285,379			953			—			287,576
Credit		—			12,550			875			—			13,425
Foreign exchange		17			75,510			56			—			75,583
Equity		1,162			37,828			1,524			—			40,514
Commodity and other		2,663			6,845			2,377			—			11,885
Netting⁴		(4,378	)		(353,543	)		(1,944	)		(39,803	)		(399,668	)
Total derivative and other contracts		708			64,569			3,841			(39,803	)		29,315
Physical commodities		—			1			—			—			1
Total trading liabilities		90,849			73,236			3,912			(39,803	)		128,194
Securities sold under agreements to repurchase		—			580			149			—			729
Other secured financings		—			4,607			434			—			5,041
Long-term borrowings		47			36,677			2,012			—			38,736
Total liabilities at fair value⁶	$	90,896		$	115,525		$	6,551		$	(39,803	)	$	173,169

AFS—Available for sale

1.	At June 30, 2017, the Firm transferred from Level 2 to Level 1 $1.3 billion and $1.8 billion of Trading assets-Other sovereign government obligations and Trading liabilities-Other sovereign government obligations, respectively, due to increased market activity in these instruments.

At June 30, 2017, loans held at fair value consisted of $6,775 million of corporate loans, $662 million of residential real estate loans and $1,788 million of wholesale real estate loans. At December 31, 2016, loans held at fair value consisted of $7,217 million of corporate loans, $966 million of residential real estate loans and $519 million of wholesale real estate loans.

3.	For trading purposes, the Firm holds or sells short equity securities issued by entities in diverse industries and of varying sizes.

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 “Netting.” For contracts with the same counterparty, counterparty netting among positions classified within the same level is included within that shared level. For further information on derivative instruments and hedging activities, see Note 4.

5.	Amounts exclude certain investments that are measured at fair value using the net asset value (“NAV”) per share, which are not classified in the fair value hierarchy. For additional disclosure about such investments, see “Fair Value of Investments Measured at NAV” herein.

Amounts exclude the unsettled fair value on long futures contracts of $852 million at June 30, 2017 and $784 million at December 31, 2016 included in Customer and other receivables in the consolidated balance sheets and unsettled fair value of short futures contracts of $425 million at June 30, 2017 and $174 million at December 31, 2016 in Customer and other payables in the consolidated balance sheets. These contracts are primarily: classified as Level 1 in the fair value hierarchy, actively traded, and valued based on quoted prices from the exchange.


		51		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

For a description of the valuation techniques applied to the Firm’s major categories of assets and liabilities measured at fair value on a recurring basis, see Note 3 to the consolidated financial statements in the 2016 Form 10-K. During the current quarter there were no significant updates made to the Firm’s valuation techniques.

Changes in 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 three months ended June 30, 2017 (“current quarter”), the three months ended June 30, 2016 (“prior year quarter”), the current year period and the six months ended June 30, 2016 (“prior year period”). 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 following tables do not reflect the related realized and unrealized gains (losses) on hedging instruments that have been classified by the Firm 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 Firm 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 following tables herein may include changes in fair value during the period that were attributable to both observable and unobservable inputs. Total realized and unrealized gains (losses) are primarily included in Trading revenues in the consolidated income statements.

Roll-forward of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis


$ in millions	Beginning Balance at March 31, 2017			Realized and Unrealized Gains (Losses)			Purchases¹			Sales and Issuances²			Settlements¹			Net Transfers			Ending Balance at June 30, 2017			Unrealized Gains (Losses) at June 30, 2017
Assets at Fair Value
Trading assets:
U.S. agency securities	$	42		$	—		$	—		$	—		$	—		$	(42	)	$	—		$	—
Other sovereign government obligations		65			—			87			(52	)		—			—			100			—
Corporate and other debt:
State and municipal securities		55			3			3			(52	)		—			—			9			—
Residential mortgage-, commercial mortgage- and asset backed securities		216			36			32			(44	)		(5	)		29			264			8
Corporate bonds		445			2			144			(161	)		—			19			449			(2	)
Collateralized debt and loan obligations		78			(2	)		5			(23	)		(1	)		1			58			(2	)
Loans and lending commitments		4,479			27			1,242			(417	)		(581	)		114			4,864			11
Other debt		194			33			57			(108	)		—			10			186			30
Total corporate and other debt		5,467			99			1,483			(805	)		(587	)		173			5,830			45
Corporate equities		309			8			101			(59	)		—			141			500			9
Securities received as collateral		1			—			—			(1	)		—			—			—			—
Net derivative and other contracts³:
Interest rate		298			35			28			(27	)		637			(1	)		970			58
Credit		(351	)		28			—			—			16			2			(305	)		24
Foreign exchange		(71	)		53			1			(1	)		22			(2	)		2			64
Equity		217			185			677			(171	)		80			105			1,093			189
Commodity and other		1,503			154			3			—			(108	)		(43	)		1,509			79
Total net derivative and other contracts		1,596			455			709			(199	)		647			61			3,269			414
Investments		961			11			20			(25	)		4			(25	)		946			7

Liabilities at Fair Value
Deposits	$	56		$	—		$	—		$	23		$	—		$	—		$	79		$	—
Trading liabilities:
Corporate and other debt:
Corporate bonds		34			—			(135	)		124			—			(10	)		13			(1	)
Other debt		2			—			—			—			—			—			2			—
Total corporate and other debt		36			—			(135	)		124			—			(10	)		15			(1	)
Corporate equities		—			(12	)		(34	)		44			—			5			27			(11	)
Obligation to return securities received as collateral		2			—			(2	)		1			—			—			1			—
Securities sold under agreements to repurchase		148			—			—			—			—			—			148			—
Other secured financings		203			(4	)		—			38			(1	)		—			244			(4	)
Long-term borrowings		2,092			(45	)		—			694			(145	)		(40	)		2,646			(49	)


June 2017 Form 10-Q		52

Notes to Consolidated Financial Statements

(Unaudited)


$ in millions	Beginning Balance at March 31, 2016			Realized and Unrealized Gains (Losses)			Purchases¹			Sales and Issuances²			Settlements¹			Net Transfers			Ending Balance at June 30, 2016			Unrealized Gains (Losses) at June 30, 2016
Assets at Fair Value
Trading assets:
U.S. agency securities	$	8		$	—		$	—		$	(18	)	$	—		$	30		$	20		$	—
Other sovereign government obligations		8			—			—			(3	)		—			(3	)		2			—
Corporate and other debt:
State and municipal securities		5			1			4			—			—			—			10			2
Residential mortgage-, commercial mortgage- and asset backed securities		355			(4	)		7			(87	)		—			84			355			(14	)
Corporate bonds		224			17			116			(35	)		—			(46	)		276			17
Collateralized debt and loan obligations		348			18			3			(178	)		—			(82	)		109			18
Loans and lending commitments		6,185			(46	)		360			(484	)		(596	)		(1	)		5,418			(55	)
Other debt		527			4			13			(19	)		—			3			528			2
Total corporate and other debt		7,644			(10	)		503			(803	)		(596	)		(42	)		6,696			(30	)
Corporate equities		430			(63	)		273			(82	)		—			14			572			(63	)
Net derivative and other contracts³:
Interest rate		169			(159	)		2			(7	)		42			(282	)		(235	)		(157	)
Credit		(723	)		65			1			—			93			(550	)		(1,114	)		53
Foreign exchange		126			(58	)		—			—			(94	)		25			(1	)		(47	)
Equity		(1,832	)		168			50			(140	)		263			18			(1,473	)		(106	)
Commodity and other		1,200			211			5			(4	)		(88	)		(37	)		1,287			130
Total net derivative and other contracts		(1,060	)		227			58			(151	)		216			(826	)		(1,536	)		(127	)
Investments		922			5			58			(11	)		—			—			974			7
Intangible assets		4			—			—			—			—			(4	)		—			—

Liabilities at Fair Value
Deposits	$	23		$	(1	)	$	—		$	8		$	—		$	(2	)	$	30		$	(1	)
Trading liabilities:
Corporate and other debt:
Corporate bonds		6			(1	)		(5	)		29			—			(25	)		6			(1	)
Other debt		5			1			(1	)		—			—			—			3			—
Total corporate and other debt		11			—			(6	)		29			—			(25	)		9			(1	)
Corporate equities		31			(28	)		(33	)		5			—			(5	)		26			—
Obligation to return securities received as collateral		1			—			(1	)		—			—			—			—			—
Securities sold under agreements to repurchase		151			1			—			—			—			—			150			1
Other secured financings		454			(14	)		—			23			(22	)		(28	)		441			(14	)
Long-term borrowings		1,798			21			—			164			(131	)		119			1,929			26


		53		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)


$ in millions	Beginning Balance at December 31, 2016			Realized and Unrealized Gains (Losses)			Purchases¹			Sales and Issuances²			Settlements¹			Net Transfers			Ending Balance at June 30, 2017			Unrealized Gains (Losses) at June 30, 2017
Assets at Fair Value
Trading assets:
U.S. agency securities	$	74		$	(1	)	$	—		$	(240	)	$	—		$	167		$	—		$	—
Other sovereign government obligations		6			—			98			(4	)		—			—			100			—
Corporate and other debt:
State and municipal securities		250			3			3			(77	)		—			(170	)		9			—
Residential mortgage-, commercial mortgage- and asset backed securities		217			44			78			(83	)		(16	)		24			264			27
Corporate bonds		232			(2	)		241			(98	)		—			76			449			(1	)
Collateralized debt and loan obligations		63			(3	)		11			(12	)		(2	)		1			58			(3	)
Loans and lending commitments		5,122			89			1,596			(1,002	)		(1,146	)		205			4,864			41
Other debt		180			36			38			(115	)		—			47			186			34
Total corporate and other debt		6,064			167			1,967			(1,387	)		(1,164	)		183			5,830			98
Corporate equities		445			10			97			(158	)		—			106			500			15
Securities received as collateral		1			—			—			(1	)		—			—			—			—
Net derivative and other contracts³:
Interest rate		420			(66	)		47			(27	)		652			(56	)		970			(55	)
Credit		(373	)		1			—			—			62			5			(305	)		(13	)
Foreign exchange		(43	)		23			1			(1	)		8			14			2			43
Equity		184			118			758			(158	)		121			70			1,093			200
Commodity and other		1,600			104			9			(19	)		(188	)		3			1,509			(76	)
Total net derivative and other contracts		1,788			180			815			(205	)		655			36			3,269			99
Investments		958			19			82			(28	)		(63	)		(22	)		946			11

Liabilities at Fair Value
Deposits	$	42		$	(1	)	$	—		$	36		$	—		$	—		$	79		$	(1	)
Short-term borrowings		2			—			—			—			(2	)		—			—			—
Trading liabilities:
Corporate and other debt:
Corporate bonds		34			—			(164	)		129			—			14			13			—
Other debt		2			—			—			—			—			—			2			—
Total corporate and other debt		36			—			(164	)		129			—			14			15			—
Corporate equities		34			—			(63	)		5			—			51			27			—
Obligation to return securities received as collateral		1			—			—			—			—			—			1			—
Securities sold under agreements to repurchase		149			1			—			—			—			—			148			1
Other secured financings		434			(23	)		—			52			(221	)		(44	)		244			(16	)
Long-term borrowings		2,012			(104	)		—			981			(286	)		(165	)		2,646			(95	)


June 2017 Form 10-Q		54

Notes to Consolidated Financial Statements

(Unaudited)


$ in millions	Beginning Balance at December 31, 2015			Realized and Unrealized Gains (Losses)			Purchases¹			Sales and Issuances²			Settlements¹			Net Transfers			Ending Balance at June 30, 2016			Unrealized Gains (Losses) at June 30, 2016
Assets at Fair Value
Trading assets:
U.S. agency securities	$	—		$	1		$	—		$	(19	)	$	—		$	38		$	20		$	1
Other sovereign government obligations		4			—			—			(5	)		—			3			2			1
Corporate and other debt:
State and municipal securities		19			1			4			(15	)		—			1			10			1
Residential mortgage-, commercial mortgage- and asset backed securities		438			(36	)		26			(170	)		—			97			355			(33	)
Corporate bonds		267			62			113			(128	)		—			(38	)		276			61
Collateralized debt and loan obligations		430			5			22			(224	)		—			(124	)		109			17
Loans and lending commitments		5,936			(111	)		970			(720	)		(672	)		15			5,418			(121	)
Other debt		448			(2	)		133			(63	)		—			12			528			(2	)
Total corporate and other debt		7,538			(81	)		1,268			(1,320	)		(672	)		(37	)		6,696			(77	)
Corporate equities		433			(45	)		296			(119	)		—			7			572			(64	)
Securities received as collateral		1			—			—			(1	)		—			—			—			—
Net derivative and other contracts³:
Interest rate		260			305			3			(21	)		(60	)		(722	)		(235	)		205
Credit		(844	)		(343	)		1			—			153			(81	)		(1,114	)		(360	)
Foreign exchange		141			(109	)		—			—			(201	)		168			(1	)		(82	)
Equity		(2,031	)		(321	)		71			(184	)		1,121			(129	)		(1,473	)		(434	)
Commodity and other		1,050			297			7			(4	)		(176	)		113			1,287			210
Total net derivative and other contracts		(1,424	)		(171	)		82			(209	)		837			(651	)		(1,536	)		(461	)
Investments		707			(56	)		404			(40	)		(41	)		—			974			(53	)
Intangible assets		5			—			—			—			—			(5	)		—			—

Liabilities at Fair Value
Deposits	$	19		$	(2	)	$	—		$	13		$	—		$	(4	)	$	30		$	(2	)
Short-term borrowings		1			—			—			—			(1	)		—			—			—
Trading liabilities:
Corporate and other debt:
Corporate bonds		—			(5	)		(7	)		10			—			(2	)		6			(5	)
Other debt		4			2			(3	)		4			—			—			3			2
Total corporate and other debt		4			(3	)		(10	)		14			—			(2	)		9			(3	)
Corporate equities		17			(3	)		(22	)		18			—			10			26			(3	)
Obligation to return securities received as collateral		1			—			(1	)		—			—			—			—			—
Securities sold under agreements to repurchase		151			1			—			—			—			—			150			1
Other secured financings		461			(32	)		—			69			(43	)		(78	)		441			(32	)
Long-term borrowings		1,987			(12	)		—			276			(167	)		(179	)		1,929			(6	)

1.	Loan originations and consolidations of VIEs are included in purchases and deconsolidations of VIEs are included in settlements.

2.	Amounts related to entering into Net derivatives and other contracts, Deposits, Short-term borrowings, Other secured financings and Long-term borrowings primarily represent issuances. Amounts for other line items primarily represent sales.

3.	Net derivative and other contracts represent Trading assets—Derivative and other contracts, net of Trading liabilities—Derivative and other contracts.


		55		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Significant Unobservable Inputs Used in Recurring and Nonrecurring Level 3 Fair Value Measurements

The following disclosures 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 and nonrecurring 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 firm’s inventory. For qualitative information on the sensitivity of the fair value measurements to changes in the significant unobservable inputs, see Note 3 to the consolidated financial statements in the 2016 Form 10-K. There are no predictable relationships between multiple significant unobservable inputs attributable to a given valuation technique. A single amount is disclosed when there is no significant difference between the minimum, maximum and average (weighted average or simple average / median).

Valuation Techniques and Sensitivity of Unobservable Inputs Used in Recurring and Nonrecurring Level 3 Fair Value Measurements


	Predominant Valuation Techniques/Significant Unobservable Inputs	Range (Weighted Averages or Simple Averages/Median)¹
$ in millions		At June 30, 2017	At December 31, 2016
Recurring Fair Value Measurement
Assets at Fair Value
U.S. agency securities ($- and $74)
Comparable pricing:	Comparable bond price	N/A	96 to 105 points (102 points)
Other sovereign government obligations ($100 and $6)
Comparable pricing:	Comparable bond price	92 to 99 points (96 points)	N/M
State and municipal securities ($9 and $250)
Comparable pricing:	Comparable bond price	N/M	53 to 100 points (91 points)
Residential mortgage-, commercial mortgage- and asset-backed securities ($264 and $217)
Comparable pricing:	Comparable bond price	0 to 95 points (24 points)	0 to 86 points (27 points)
Corporate bonds ($449 and $232)
Comparable pricing:	Comparable bond price	2 to 133 points (87 points)	3 to 130 points (70 points)
Option model:	At the money volatility	15% to 34% (24%)	23% to 33% (30%)
Collateralized debt and loan obligations ($58 and $63)
Comparable pricing:	Comparable bond price	0 to 65 points (35 points)	0 to 103 points (50 points)
Correlation model:	Credit correlation	42% to 49% (44%)	N/M
Loans and lending commitments ($4,864 and $5,122)
Corporate loan model:	Credit spread	N/M	402 to 672 bps (557 bps)
Expected recovery:	Asset coverage	36% to 100% (85%)	43% to 100% (83%)
Option model:	Volatility skew	-1%	N/M
Margin loan model:	Discount rate	1% to 5% (2%)	2% to 8% (3%)
	Volatility skew	10% to 32% (18%)	21% to 63% (33%)
Comparable pricing:	Comparable loan price	55 to 104 points (95 points)	45 to 100 points (84 points)
Discounted cash flow:	Implied weighted average cost of capital	N/M	5%
	Capitalization rate	N/M	4% to 10% (4%)
Other debt ($186 and $180)
Option model:	At the money volatility	17% to 52% (44%)	16% to 52% (52%)
Discounted cash flow:	Discount rate	9% to 12% (11%)	7% to 12% (11%)
Comparable pricing:	Comparable loan price	N/M	1 to 74 points (23 points)
Corporate equities ($500 and $445)
Comparable pricing:	Comparable equity price	100%	100%
Net derivative and other contracts²:
Interest rate ($970 and $420)
Option model:	Interest rate - Foreign exchange correlation	N/M	28% to 58% (44% / 43%)
	Interest rate volatility skew	26% to 94% (42% / 41%)	19% to 117% (55% / 56%)
	Interest rate quanto correlation	N/M	-17% to 31% (1% / -5%)
	Interest rate curve correlation	N/M	28% to 96% (68% / 72%)
	Inflation volatility	24% to 63% (44% / 41%)	23% to 55% (40% / 39%)
	Interest rate - inflation correlation	-48% to -27% (-36% / -34%)	N/M
	Interest rate curve	1%	N/M


June 2017 Form 10-Q		56

Notes to Consolidated Financial Statements

(Unaudited)


	Predominant Valuation Techniques/Significant Unobservable Inputs	Range (Weighted Averages or Simple Averages/Median)¹
$ in millions		At June 30, 2017	At December 31, 2016
Credit ($(305) and $(373))
Comparable pricing:	Cash synthetic basis	4 to 6 points (5 points)	5 to 12 points (11 points)
	Comparable bond price	N/M	0 to 70 points (23 points)
Correlation model:	Credit correlation	37% to 78% (48%)	32% to 70% (45%)
Foreign exchange³ ($2 and $(43))
Option model:	Interest rate - Foreign exchange correlation	27% to 54% (44% / 44%)	28% to 58% (44% / 43%)
	Interest rate volatility skew	29% to 102% (47% / 46%)	34% to 117% (55% / 56%)
	Interest rate quanto correlation	N/M	-17% to 31% (1% / -5%)
Equity³ ($1,093 and $184)
Option model:	At the money volatility	6% to 57% (33%)	7% to 66% (33%)
	Volatility skew	-3% to 1% (-1%)	-4% to 0% (-1%)
	Equity - Equity correlation	5% to 99% (78%)	25% to 99% (73%)
	Equity - Foreign exchange correlation	-70% to 9% (-30%)	-63% to 30% (-43%)
	Equity - Interest rate correlation	-7% to 52% (23% / 24%)	-8% to 52% (12% / 4%)
Commodity and other($1,509 and $1,600)
Option model:	Forward power price	$6 to $87 ($30) per MWh	$7 to $90 ($32) per MWh
	Commodity volatility	6% to 62% (17%)	6% to 130% (18%)
	Cross-commodity correlation	5% to 99% (92%)	5% to 99% (92%)
Investments ($946 and $958)
Discounted cash flow:	Implied weighted average cost of capital	N/M	10%
	Exit multiple	10 times	10 to 24 times (11 times)
Market approach:	EBITDA multiple	8 to 24 times (13 times)	6 to 24 times (12 times)
Comparable pricing:	Comparable equity price	75% to 100% (90%)	75% to 100% (93%)
Liabilities at Fair Value
Deposits ($79 and $42)
Option model:	At the money volatility	15% to 50% (24%)	N/M
	Volatility skew	-1% to 0% (-1%)	N/M
Securities sold under agreements to repurchase ($148 and $149)
Discounted cash flow:	Funding spread	131 to 145 bps (136 bps)	118 to 127 bps (121 bps)
Other secured financings ($244 and $434)
Discounted cash flow:	Funding spread	48 to 80 bps (64 bps)	63 to 92 bps (78 bps)
Option model:	Volatility skew	-1%	-1%
	At the money volatility	10% to 40% (26%)	N/M
Discounted cash flow:	Discount rate	N/M	4%
Long-term borrowings ($2,646 and $2,012)
Option model:	At the money volatility	6% to 42% (26%)	7% to 42% (30%)
	Volatility skew	-3% to 1% (-1%)	-2% to 0% (-1%)
	Equity - Equity correlation	36% to 98% (71%)	35% to 99% (84%)
	Equity - Foreign exchange correlation	-72% to 13% (-29%)	-63% to 13% (-40%)
Option model:	Interest rate volatility skew	26% to 94% (42% / 41%)	25%
	Equity volatility discount	9% to 12% (10% / 11%)	7% to 11% (10% / 10%)
Comparable pricing:	Comparable equity price	100%	N/M
Nonrecurring Fair Value Measurement
Assets at Fair Value
Loans ($1,277 and $2,443)
Corporate loan model:	Credit spread	90 to 563 bps (273 bps)	90 to 487 bps (208 bps)
Expected recovery:	Asset coverage	73% to 95% (84%)	73% to 99% (97%)

bps—Basis points. One basis point equals 1/100^th of 1%.

Points—Percentage of par

MWh—Megawatt hours

EBITDA—Earnings before interest, taxes, depreciation and amortization

N/A—Not Applicable

N/M—Not Meaningful

1.	Amounts represent weighted averages except where simple averages and the median of the inputs are provided when more relevant.

Credit valuation adjustment (“CVA”) and funding valuation adjustments (“FVA”) are included in the balance but excluded from the Valuation Technique(s) and Significant Unobservable Inputs in the previous table. CVA is a Level 3 input when the underlying counterparty credit curve is unobservable. FVA is a Level 3 input in its entirety given the lack of observability of funding spreads in the principal market.

3.	Includes derivative contracts with multiple risks (i.e., hybrid products).


		57		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

For a description of the Firm’s significant unobservable inputs for all major categories of assets and liabilities, see Note 3 to the consolidated financial statements in the 2016 Form 10-K. During the current quarter there were no significant updates made to the Firm’s significant unobservable inputs.

Fair Value of Investments Measured at NAV

For a description of the Firm’s investments in private equity funds, real estate funds and hedge funds measured at fair value based on NAV, see Note 3 to the consolidated financial statements in the 2016 Form 10-K.

Investments in Certain Funds Measured at NAV per Share


	At June 30, 2017				At December 31, 2016
$ in millions	Fair Value		Commitment		Fair Value		Commitment
Private equity funds	$	1,588	$	388	$	1,566	$	335
Real estate funds		1,050		157		1,103		136
Hedge funds		115		18		147		4
Total	$	2,753	$	563	$	2,816	$	475

Nonredeemable Funds by Contractual Maturity


	Fair Value at June 30, 2017
$ in millions	Private Equity		Real Estate
Less than 5 years	$	297	$	80
5-10 years		745		644
Over 10 years		546		326
Total	$	1,588	$	1,050

Restrictions

Investments in hedge funds may be subject to initial period lock-up or gate provisions. A lock-up provision is a provision that provides that during a certain initial period an investor may not make a withdrawal from the fund. A gate provision restricts the amount of redemption that an investor can demand on any redemption date.

Hedge Funds Redemption Frequency


		Fair Value At June 30, 2017
Quarterly		57%
Every six months		—%
Greater than six months		21%
Subject to lock-up provisions¹		22%
Percentage of hedge fund investments that cannot be redeemed due to a gate provision²		23%

1.	Remaining restriction period for these investments was primarily over three years.

2.	Gate provision has been imposed by the hedge fund manager primarily for indefinite periods.

The redemption notice periods for hedge funds were primarily greater than six months.

Fair Value Option

The Firm elected the fair value option for certain eligible instruments that are risk managed on a fair value basis to mitigate income statement volatility caused by measurement basis differences between the elected instruments and their associated risk management transactions or to eliminate complexities of applying certain accounting models.

Earnings Impact of Instruments under the Fair Value Option


$ in millions	Trading Revenues			Interest Income (Expense)	Net Revenues
Three Months Ended June 30, 2017
Securities purchased under agreements to resell	$	(1	)	$ 1	$	—
Deposits¹		—		—		—
Short-term borrowings¹		6		(1)		5
Securities sold under agreements to repurchase¹		(3	)	(4)		(7)
Long-term borrowings¹		(901	)	(111)		(1,012)

Three Months Ended June 30, 2016
Securities purchased under agreements to resell	$	(1	)	$ 2	$	1
Deposits¹		(1	)	(1)		(2)
Short-term borrowings¹		(9	)	—		(9)
Securities sold under agreements to repurchase¹		(3	)	(3)		(6)
Long-term borrowings¹		(1,289	)	(130)		(1,419)

Six Months Ended June 30, 2017
Securities purchased under agreements to resell	$	(1	)	$ 2	$	1
Deposits¹		(1	)	—		(1)
Short-term borrowings¹		(9	)	(1)		(10)
Securities sold under agreements to repurchase¹		(1	)	(8)		(9)
Long-term borrowings¹		(2,511	)	(230)		(2,741)

Six Months Ended June 30, 2016
Securities purchased under agreements to resell	$	(1	)	$ 4	$	3
Deposits¹		(3	)	(1)		(4)
Short-term borrowings¹		36		—		36
Securities sold under agreements to repurchase¹		(12	)	(5)		(17)
Long-term borrowings¹		(2,254	)	(269)		(2,523)

1.	Gains (losses) in all periods are mainly attributable to changes in foreign currency rates or interest rates or movements in the reference price or index for short-term and long-term borrowings before the impact of related hedges.

The amounts in the previous table are included within Net revenues and do not reflect any gains or losses on related hedging instruments. In addition to the amounts in the


June 2017 Form 10-Q		58

Notes to Consolidated Financial Statements

(Unaudited)

previous table, as discussed in Note 2 to the consolidated financial statements in the 2016 Form 10-K, instruments within Trading assets or Trading liabilities are measured at fair value.

Gains (Losses) Due to Changes in Instrument-Specific Credit Risk


	Three Months Ended June 30,
	2017						2016
$ in millions	Trading Revenues			OCI			Trading Revenues			OCI
Short-term and long-term borrowings¹	$	(4	)		$ (281)		$	—		$	226
Securities sold under agreements to repurchase¹		—			—			—			(1	)
Loans and other debt²		48			—			(14	)		—
Lending commitments³		—			—			2			—

	Six Months Ended June 30,
	2017						2016
$ in millions	Trading Revenues			OCI			Trading Revenues			OCI
Short-term and long-term borrowings¹	$	(8	)	$	(267	)	$	41		$	545
Securities sold under agreements to repurchase¹		—			(3	)		—			3
Loans and other debt²		45			—			(114	)		—
Lending commitments³		—			—			3			—


$ in millions	June 30, 2017		December 31, 2016
Cumulative pre-tax DVA gain (loss) recognized in AOCI		$ (1,191)	$	(921	)

OCI—Other comprehensive income (loss)

1.	Unrealized DVA gains (losses) are recorded in OCI and when such gains (losses) are realized they are recorded in Trading revenues. See Note 2 to the consolidated financial statements in the 2016 Form 10-K and Note 14 for further information.

2.	Loans and other debt instrument-specific credit gains (losses) were determined by excluding the non-credit components of gains and losses, such as those due to changes in interest rates.

3.	Gains (losses) on lending commitments were generally determined based on the difference between estimated expected client yields and contractual yields at each respective period-end.

Short-Term and Long-Term Borrowings Measured at Fair Value on a Recurring Basis


$ in millions	At June 30, 2017		At December 31, 2016
Business Unit Responsible for Risk Management
Equity	$	23,605	$	21,066
Interest rates		18,502		16,051
Foreign exchange		760		1,114
Credit		709		647
Commodities		232		264
Total	$	43,808	$	39,142

Net Difference of Contractual Principal Amount Over Fair Value


$ in millions	At June 30, 2017		At December 31, 2016
Loans and other debt¹	$	12,986	$	13,495
Loans 90 or more days past due and/or on nonaccrual status¹		11,337		11,502
Short-term and long-term borrowings²		621		720

1.	The majority of the difference between principal and fair value amounts for loans and other debt relates to distressed debt positions purchased at amounts well below par.

2.	Short-term and long-term borrowings do not include structured notes where the repayment of the initial principal amount fluctuates based on changes in a reference price or index.

Fair Value Loans on Nonaccrual Status


$ in millions	At June 30, 2017		At December 31, 2016
Nonaccrual loans	$	1,326	$	1,536
Nonaccrual loans 90 or more days past due	$	796	$	787

The previous tables exclude non-recourse debt from consolidated VIEs, liabilities related to failed sales of financial assets, pledged commodities and other liabilities that have specified assets attributable to them.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Current Quarter Gains (Losses)


	Three Months Ended June 30,
$ in millions	2017¹			2016¹
Assets
Loans²	$	20		$	(34	)
Other Assets—Other investments³		—			(38	)
Other assets—Premises, equipment and software costs⁴		(1	)		(22	)
Total	$	19		$	(94	)
Liabilities
Other liabilities and accrued expenses²
Lending commitments	$	21		$	13
Total	$	21		$	13


		59		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Current Year Period Gains (Losses)


	Six Months Ended June 30,
$ in millions	2017¹			2016¹
Assets
Loans²	$	44		$	(131	)
Other Assets—Other investments³		—			(40	)
Other assets—Premises, equipment and software costs⁴		(6	)		(27	)
Total	$	38		$	(198	)
Liabilities
Other liabilities and accrued expenses²
Lending commitments	$	48		$	24
Total	$	48		$	24

1.	Gains and losses for Loans and Other assets—Other investments are classified in Other revenues. For other items, gains and losses are recorded in Other revenues if the item is held for sale, otherwise Other expenses.

Non-recurring changes in the fair value of loans and lending commitments were calculated as follows: for the held for investment category, based on the value of the underlying collateral; and for the held for sale category, based on recently executed transactions, market price quotations, valuation models that incorporate market observable inputs where possible, such as comparable loan or debt prices and credit default swap spread levels adjusted for any basis difference between cash and derivative instruments, or default recovery analysis where such transactions and quotations are unobservable.

3.	Losses related to Other assets—Other investments were determined using techniques that included discounted cash flow models, methodologies that incorporate multiples of certain comparable companies and recently executed transactions.

4.	Losses related to Other assets—Premises, equipment and software costs were determined using techniques that included a default recovery analysis and recently executed transactions.

Carrying and Fair Values

At June 30, 2017

Fair Value by Level

$ in millions

Total

Level 2

Level 3¹

Assets

Loans

2,632

1,355

1,277

Total assets

2,632

1,355

1,277

Liabilities

Other liabilities and accrued expenses—Lending commitments

212

164

Total liabilities

212

164


	At December 31, 2016
			Fair Value by Level
$ in millions	Total		Level 2		Level 3¹
Assets
Loans	$	4,913	$	2,470	$	2,443
Other assets—Other investments		123		—		123
Other assets—Premises, equipment and software costs		25		22		3
Total assets	$	5,061	$	2,492	$	2,569
Liabilities
Other liabilities and accrued expenses—Lending commitments	$	226	$	166	$	60
Total liabilities	$	226	$	166	$	60

1.	Refer to “Significant Unobservable Inputs Used in Recurring and Nonrecurring Level 3 Fair Value Measurements” section herein for details of the significant unobservable inputs used for nonrecurring fair value measurement.

Financial Instruments Not Measured at Fair Value

At June 30, 2017

Carrying

Fair Value

$ in millions

Value

Level 1

Level 2

Level 3

Total

Financial Assets

Cash and due
from banks

25,008

—

25,008

Interest bearing
deposits with
banks

19,651

—

19,651

Investment securities—HTM

21,088

8,255

12,319

123

20,697

Securities purchased under agreements
to resell

97,306

—

92,537

4,718

97,255

Securities borrowed

126,722

—

126,722

126,723

Customer and other receivables¹

49,292

—

45,052

4,110

49,162

Loans²

97,639

—

20,319

78,579

98,898

Other assets³

30,171

—

30,171

Financial Liabilities

Deposits

144,783

—

144,783

—

144,783

Short-term
borrowings

334

—

334

—

334

Securities sold
under agreements
to repurchase

49,959

—

46,452

3,488

49,940

Securities loaned

16,862

—

16,477

401

16,878

Other secured financings

10,911

—

9,961

956

10,917

Customer and
other payables¹

192,973

—

192,973

—

192,973

Long-term
borrowings

140,886

—

145,544

145,595


June 2017 Form 10-Q		60

Notes to Consolidated Financial Statements

(Unaudited)


	At December 31, 2016
	Carrying		Fair Value
$ in millions	Value		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and due from banks	$	22,017	$	22,017	$	—	$	—	$	22,017
Interest bearing deposits with banks		21,364		21,364		—		—		21,364
Investment securities—HTM		16,922		5,557		10,896		—		16,453
Securities purchased under agreements to resell		101,653		—		97,825		3,830		101,655
Securities borrowed		125,236		—		125,093		147		125,240
Customer and other receivables¹		41,679		—		36,962		4,575		41,537
Loans²		94,248		—		20,906		74,121		95,027
Other assets³		33,979		33,979		—		—		33,979

Financial Liabilities
Deposits	$	155,800	$	—	$	155,800	$	—	$	155,800
Short-term borrowings		535		—		535		—		535
Securities sold under agreements to repurchase		53,899		—		50,941		2,972		53,913
Securities loaned		15,844		—		15,853		—		15,853
Other secured financings		6,077		—		4,792		1,290		6,082
Customer and other payables¹		187,497		—		187,497		—		187,497
Long-term borrowings		126,039		—		129,826		51		129,877

HTM—Held

to maturity

1.	Accrued interest, fees, and dividend receivables and payables where carrying value approximates fair value have been excluded.

2.	Amounts include loans measured at fair value on a non-recurring basis.

3.	Cash deposited with clearing organizations or segregated under federal and other regulations or requirements.

Lending commitments—Held for investment and Held for sale

Commitment

Fair Value

$ in millions

amount¹

Total

Level 2

Level 3

June 30, 2017

95,090

917

706

211

December 31, 2016

97,409

1,241

973

268

1.	For further discussion on lending commitments, see Note 11.

The previous tables exclude certain financial instruments such as equity method investments and all non-financial assets and liabilities such as the value of the long-term relationships with the Firm’s deposit customers. For further discussion of the contents and valuation techniques of financial instruments not measured at fair value, see Note 3 to the consolidated financial statements in the 2016 Form 10-K. During the current quarter there were no significant updates made to the Firm’s valuation techniques for financial instruments not measured at fair value.


		61		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

4. Derivative Instruments and Hedging Activities

Derivative Fair Values

At June 30, 2017

Assets

$ in millions

Bilateral
OTC

Cleared
OTC¹

Exchange-
Traded

Total

Designated as accounting hedges

Interest rate contracts

1,547

937

—

2,484

Foreign exchange contracts

—

Total

1,595

945

—

2,540

Not designated as accounting hedges²

Interest rate contracts

182,333

72,140

193

254,666

Credit contracts

7,282

2,190

—

9,472

Foreign exchange contracts

54,357

544

100

55,001

Equity contracts

24,832

—

20,550

45,382

Commodity and other contracts

10,197

—

2,226

12,423

Total

279,001

74,874

23,069

376,944

Total gross derivatives

280,596

75,819

23,069

379,484

Amounts offset

Counterparty netting

(215,065

)

(71,178

)

(20,307

)

(306,550

)

Cash collateral netting

(38,973

)

(3,821

)

—

(42,794

)

Total in Trading assets

26,558

820

2,762

30,140

Amounts not offset³

Financial instruments collateral

(11,213

)

—

(11,213

)

Other cash collateral

(10

)

—

(10

)

Net amounts⁴

15,335

820

2,762

18,917

Liabilities

$ in millions

Bilateral
OTC

Cleared
OTC¹

Exchange-
Traded

Total

Designated as accounting hedges

Interest rate contracts

757

—

817

Foreign exchange contracts

138

—

178

Total

198

797

—

995

Not designated as accounting hedges²

Interest rate contracts

166,210

68,206

141

234,557

Credit contracts

8,132

2,273

—

10,405

Foreign exchange contracts

57,314

625

57,987

Equity contracts

27,653

—

20,022

47,675

Commodity and other contracts

8,881

—

2,285

11,166

Total

268,190

71,104

22,496

361,790

Total gross derivatives

268,388

71,901

22,496

362,785

Amounts offset

Counterparty netting

(215,065

)

(71,178

)

(20,307

)

(306,550

)

Cash collateral netting

(29,136

)

(394

)

—

(29,530

)

Total in Trading liabilities

24,187

329

2,189

26,705

Amounts not offset³

Financial instruments collateral

(6,276

)

—

(168

)

(6,444

)

Other cash collateral

(26

)

(58

)

—

(84

)

Net amounts⁴

17,885

271

2,021

20,177


At December 31, 2016
	Assets
$ in millions	Bilateral OTC			Cleared OTC			Exchange- Traded			Total
Designated as accounting hedges
Interest rate contracts	$	1,924		$	1,049		$	—		$	2,973
Foreign exchange contracts		249			18			—			267
Total		2,173			1,067			—			3,240
Not designated as accounting hedges⁵
Interest rate contracts		200,336			99,217			384			299,937
Credit contracts		9,837			2,392			—			12,229
Foreign exchange contracts		73,645			1,022			231			74,898
Equity contracts		20,710			—			17,919			38,629
Commodity and other contracts		9,792			—			3,727			13,519
Total		314,320			102,631			22,261			439,212
Total gross derivatives	$	316,493		$	103,698		$	22,261		$	442,452
Amounts offset
Counterparty netting		(243,488	)		(100,477	)		(19,607	)		(363,572	)
Cash collateral netting		(45,875	)		(1,799	)		—			(47,674	)
Total in Trading assets	$	27,130		$	1,422		$	2,654		$	31,206
Amounts not offset³
Financial instruments collateral		(10,293	)		—			—			(10,293	)
Other cash collateral		(124	)		—			—			(124	)
Net amounts⁴	$	16,713		$	1,422		$	2,654		$	20,789

	Liabilities
$ in millions	Bilateral OTC			Cleared OTC			Exchange- Traded			Total
Designated as accounting hedges
Interest rate contracts	$	77		$	647		$	—		$	724
Foreign exchange contracts		15			25			—			40
Total		92			672			—			764
Not designated as accounting hedges⁵
Interest rate contracts		183,063			103,392			397			286,852
Credit contracts		11,024			2,401			—			13,425
Foreign exchange contracts		74,575			952			16			75,543
Equity contracts		22,531			—			17,983			40,514
Commodity and other contracts		8,303			—			3,582			11,885
Total		299,496			106,745			21,978			428,219
Total gross derivatives	$	299,588		$	107,417		$	21,978		$	428,983
Amounts offset
Counterparty netting		(243,488	)		(100,477	)		(19,607	)		(363,572	)
Cash collateral netting		(30,405	)		(5,691	)		—			(36,096	)
Total in Trading liabilities	$	25,695		$	1,249		$	2,371		$	29,315
Amounts not offset³
Financial instruments collateral		(7,638	)		—			(585	)		(8,223	)
Other cash collateral		(10	)		(1	)		—			(11	)
Net amounts⁴	$	18,047		$	1,248		$	1,786		$	21,081


June 2017 Form 10-Q		62

Notes to Consolidated Financial Statements

(Unaudited)

Derivative Notionals

At June 30, 2017


	Assets
$ in billions	Bilateral OTC		Cleared OTC		Exchange- Traded		Total
Designated as accounting hedges
Interest rate contracts	$	25	$	36	$	—	$	61
Foreign exchange contracts		4		—		—		4
Total		29		36		—		65
Not designated as accounting hedges²
Interest rate contracts		3,928		7,275		3,184		14,387
Credit contracts		255		105		—		360
Foreign exchange contracts		1,779		60		10		1,849
Equity contracts		388		—		291		679
Commodity and other contracts		69		—		84		153
Total		6,419		7,440		3,569		17,428
Total gross derivatives	$	6,448	$	7,476	$	3,569	$	17,493

	Liabilities
$ in billions	Bilateral OTC		Cleared OTC		Exchange- Traded		Total
Designated as accounting hedges
Interest rate contracts	$	2	$	95	$	—	$	97
Foreign exchange contracts		5		1		—		6
Total		7		96		—		103
Not designated as accounting hedges²
Interest rate contracts		3,671		5,901		1,236		10,808
Credit contracts		287		87		—		374
Foreign exchange contracts		1,869		62		23		1,954
Equity contracts		378		—		347		725
Commodity and other contracts		76		—		69		145
Total		6,281		6,050		1,675		14,006
Total gross derivatives	$	6,288	$	6,146	$	1,675	$	14,109

At December 31, 2016


	Assets
$ in billions	Bilateral OTC		Cleared OTC		Exchange- Traded		Total
Designated as accounting hedges
Interest rate contracts	$	30	$	38	$	—	$	68
Foreign exchange contracts		6		—		—		6
Total		36		38		—		74
Not designated as accounting hedges⁵
Interest rate contracts		3,586		6,224		2,586		12,396
Credit contracts		333		112		—		445
Foreign exchange contracts		1,580		52		13		1,645
Equity contracts		338		—		242		580
Commodity and other contracts		67		—		79		146
Total		5,904		6,388		2,920		15,212
Total gross derivatives	$	5,940	$	6,426	$	2,920	$	15,286

	Liabilities
$ in billions	Bilateral OTC		Cleared OTC		Exchange- Traded		Total
Designated as accounting hedges
Interest rate contracts	$	2	$	52	$	—	$	54
Foreign exchange contracts		1		1		—		2
Total		3		53		—		56
Not designated as accounting hedges⁵
Interest rate contracts		3,462		6,087		897		10,446
Credit contracts		359		96		—		455
Foreign exchange contracts		1,557		48		14		1,619
Equity contracts		321		—		273		594
Commodity and other contracts		78		—		59		137
Total		5,777		6,231		1,243		13,251
Total gross derivatives	$	5,780	$	6,284	$	1,243	$	13,307

OTC—Over–the-counter

Effective in the first quarter of 2017, the Chicago Mercantile Exchange (“CME”) amended its rulebook for cleared OTC derivatives, resulting in the characterization of variation margin transfers as settlement payments as opposed to cash posted as collateral. In the quarter of adoption, the cleared OTC gross derivative assets and liabilities, and related counterparty and cash collateral netting amounts in total decreased by approximately $13 billion and $20 billion, respectively.

Notional amounts include gross notionals related to open long and short futures contracts of $2,765 billion and $732 billion, respectively. The unsettled fair value on these futures contracts (excluded from this table) of $852 million and $425 million is included in Customer and other receivables and Customer and other payables, respectively, in the consolidated balance sheets.

3.	Amounts relate to master netting agreements and collateral agreements that have been determined by the Firm to be legally enforceable in the event of default but where certain other criteria are not met in accordance with applicable offsetting accounting guidance.


		63		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Amounts include transactions that are either not subject to master netting agreements or collateral agreements or are subject to such agreements but the Firm has not determined the agreements to be legally enforceable as follows: $3.3 billion of derivative assets and $3.5 billion of derivative liabilities at June 30, 2017 and $3.7 billion of derivative assets and $3.5 billion of derivative liabilities at December 31, 2016.

Notional amounts include gross notionals related to open long and short futures contracts of $2,088 billion and $332 billion, respectively. The unsettled fair value on these futures contracts (excluded from this table) of $784 million and $174 million is included in Customer and other receivables and Customer and other payables, respectively, in the consolidated balance sheets.

For information related to offsetting of certain collateralized transactions, see Note 6. For a discussion of the Firm’s derivative instruments and hedging activities, see Note 4 to the consolidated financial statements in the 2016 Form 10-K.

Gains (Losses) on Fair Value Hedges


	Recognized in Interest Expense
	Three Months Ended June 30,						Six Months Ended June 30,
$ in millions	2017			2016			2017		2016
Derivatives		$ 138			$ 969			$ (660)	$	3,119
Borrowings		(213	)		(993	)		495		(3,282)
Total	$	(75	)	$	(24	)		$ (165)	$	(163)

Gains (Losses) on Net Investment Hedges


	Three Months Ended June 30,					Six Months Ended June 30,
$ in millions	2017		2016			2017		2016
Foreign exchange contracts
Effective portion—OCI		$ (47)	$	(112	)		$ (251)		$ (336)
Forward points excluded from hedge effectiveness testing—Interest income		$ (9)	$	(19	)		$ (19)		$ (39)

Trading Revenues by Product Type


	Three Months Ended June 30,				Six Months Ended June 30,
$ in millions	2017		2016		2017		2016
Interest rate contracts	$	451	$	320	$	1,045	$	626
Foreign exchange contracts		197		362		432		599
Equity security and index contracts¹		1,818		1,615		3,459		2,945
Commodity and other contracts		110		20		299		(124)
Credit contracts		355		429		931		765
Total	$	2,931	$	2,746	$	6,166	$	4,811

1.	Dividend income is included within equity security and index contracts.

The previous table summarizes gains and losses included in Trading revenues in the consolidated income statements from trading activities. These activities include revenues related to derivative and non-derivative financial instruments. The Firm generally utilizes financial instruments across a variety of product types in connection with its market-making and related risk management strategies. Accordingly, the trading revenues presented in the previous table are not representative of the manner in which the Firm manages its business activities and are prepared in a manner similar to the presentation of trading revenues for regulatory reporting purposes.

OTC Derivative Products—Trading Assets

Counterparty Credit Rating and Remaining Maturity of OTC Derivative Assets

Fair Value at June 30, 2017¹

Contractual Years to Maturity

Total
Derivative
Assets

$ in millions

Less than 1

1-3

3-5

Over 5

Credit Rating²

AAA

232

308

406

3,168

4,114

1,357

1,913

2,336

10,841

16,447

6,487

5,123

4,342

18,625

34,577

BBB

3,417

2,685

2,001

12,737

20,840

Non-investment grade

2,753

2,104

3,070

2,247

10,174

Total

14,246

12,133

12,155

47,618

86,152

Fair Value at June 30, 2017¹

$ in millions

Total
Derivative
Assets

Cross-Maturity

and Cash

Collateral

Netting³

Net Amounts

Post-cash

Collateral

Net Amounts

Post-
collateral⁴

Credit Rating²

AAA

4,114

(3,091

)

1,023

952

16,447

(10,935

)

5,512

2,756

34,577

(25,571

)

9,006

5,118

BBB

20,840

(14,301

)

6,539

4,908

Non-investment grade

10,174

(4,886

)

5,288

2,421

Total

86,152

(58,784

)

27,368

16,155


	Fair Value at December 31, 2016¹
	Contractual Years to Maturity								Total Derivative Assets
$ in millions	Less than 1		1-3		3-5		Over 5		Total Derivative Assets
Credit Rating²
AAA	$	150	$	428	$	918	$	2,931	$	4,427
AA		3,177		2,383		2,942		10,194		18,696
A		9,244		6,676		5,495		21,322		42,737
BBB		4,423		3,085		2,434		13,023		22,965
Non-investment grade		2,283		1,702		1,722		1,794		7,501
Total	$	19,277	$	14,274	$	13,511	$	49,264	$	96,326


June 2017 Form 10-Q		64

Notes to Consolidated Financial Statements

(Unaudited)


	Fair Value at December 31, 2016¹
$ in millions	Total Derivative Assets		Cross-Maturity and Cash Collateral Netting³			Net Amounts Post-cash Collateral		Net Amounts Post- collateral⁴
Credit Rating²
AAA	$	4,427	$	(3,900	)	$	527	$	485
AA		18,696		(11,813	)		6,883		4,114
A		42,737		(31,425	)		11,312		6,769
BBB		22,965		(16,629	)		6,336		4,852
Non-investment grade		7,501		(4,131	)		3,370		1,915
Total	$	96,326	$	(67,898	)	$	28,428	$	18,135

1.	Fair values shown represent the Firm’s net exposure to counterparties related to its OTC derivative products.

2.	Obligor credit ratings are determined internally by the Credit Risk Management Department.

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

4.	Fair value is shown net of collateral received (primarily cash and U.S. government and agency securities).

Credit Risk-Related Contingencies

In connection with certain OTC trading agreements, the Firm may be required to provide additional collateral or immediately settle any outstanding liability balances with certain counterparties in the event of a credit rating downgrade of the Firm.

The following table presents the aggregate fair value of certain derivative contracts that contain credit risk-related contingent features that are in a net liability position for which the Firm has posted collateral in the normal course of business.

Net Derivative Liabilities and Collateral Posted


$ in millions	At June 30, 2017		At December 31, 2016
Net derivative liabilities with credit risk-related contingent features	$	19,335	$	22,939
Collateral posted		14,672		17,040

The additional collateral or termination payments that may be called in the event of a future credit rating downgrade vary by contract and can be based on ratings by either or both of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Global Ratings (“S&P”). The following table shows the future potential collateral amounts and termination payments that could be called or required by counterparties or exchange and clearing organizations in the event of one-notch or two-notch downgrade scenarios based on the relevant contractual downgrade triggers.

Incremental Collateral or Termination Payments upon Potential Future Ratings Downgrade


$ in millions		At June 30, 2017¹
One-notch downgrade		$ 1,042
Two-notch downgrade		401

Amounts include $1,187 million related to bilateral arrangements between the Firm and other parties where upon the downgrade of one party, the downgraded party must deliver collateral to the other party. These bilateral downgrade arrangements are used by the Firm to manage the risk of counterparty downgrades.

Credit Derivatives and Other Credit Contracts

The Firm enters into credit derivatives, principally through credit default swaps, under which it receives or provides protection against the risk of default on a set of debt obligations issued by a specified reference entity or entities. A majority of the Firm’s counterparties for these derivatives are banks, broker-dealers, and insurance and other financial institutions.

For further information on credit derivatives and other credit contracts, see Note 4 to the consolidated financial statements in the 2016 Form 10-K.

Protection Sold and Purchased with Credit Default Swaps

At June 30, 2017

Protection Sold

Protection Purchased

$ in millions

Notional

Fair Value
(Asset)/

Liability

Notional

Fair Value
(Asset)/

Liability

Credit default swaps

Single name

195,821

(1,274

)

207,973

1,613

Index and basket

131,476

(48

)

126,594

(113

)

Tranched index and basket

23,519

(408

)

48,605

1,163

Total

350,816

(1,730

)

383,172

2,663

Single name and non-tranched index and basket with identical underlying reference obligations

323,765

—

330,349

—


	At December 31, 2016
	Protection Sold					Protection Purchased
$ in millions	Notional		Fair Value (Asset)/ Liability			Notional		Fair Value (Asset)/ Liability
Credit default swaps
Single name	$	266,918	$	(753	)	$	269,623	$	826
Index and basket		130,383		374			122,061		(481	)
Tranched index and basket		32,429		(670	)		78,505		1,900
Total	$	429,730	$	(1,049	)	$	470,189	$	2,245
Single name and non-tranched index and basket with identical underlying reference obligations	$	395,536		—		$	389,221		—


		65		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Credit Ratings of Reference Obligation and Maturities of Credit Protection Sold

At June 30, 2017

Maximum Potential Payout/Notional

Fair Value

(Asset)/

Liability¹

Years to Maturity

$ in millions

Less than 1

1-3

3-5

Over 5

Total

Single name credit default swaps²

Investment grade

57,174

52,949

26,353

9,523

145,999

(1,397

)

Non-investment grade

22,379

18,958

7,465

1,020

49,822

123

Total single name credit default swaps

79,553

71,907

33,818

10,543

195,821

(1,274

)

Index and basket credit default swaps²

Investment grade

26,972

14,044

48,806

7,914

97,736

(999

)

Non-investment grade

27,129

7,037

13,807

9,286

57,259

543

Total index and basket credit default swaps

54,101

21,081

62,613

17,200

154,995

(456

)

Total credit default swaps sold

133,654

92,988

96,431

27,743

350,816

(1,730

)

Other credit contracts

—

129

169

Total credit derivatives and other credit contracts

133,681

92,988

96,444

27,872

350,985

(1,726

)


	At December 31, 2016
	Maximum Potential Payout/Notional										Fair Value (Asset)/ Liability¹
	Years to Maturity
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Single name credit default swaps²
Investment grade	$	79,449	$	70,796	$	34,529	$	10,293	$	195,067	$	(1,060	)
Non-investment grade		34,571		25,820		10,436		1,024		71,851		307
Total single name credit default swaps	$	114,020	$	96,616	$	44,965	$	11,317	$	266,918	$	(753	)
Index and basket credit default swaps²
Investment grade	$	26,530	$	21,388	$	35,060	$	9,096	$	92,074	$	(846	)
Non-investment grade		26,135		22,983		11,759		9,861		70,738		550
Total index and basket credit default swaps	$	52,665	$	44,371	$	46,819	$	18,957	$	162,812	$	(296	)
Total credit default swaps sold	$	166,685	$	140,987	$	91,784	$	30,274	$	429,730	$	(1,049	)
Other credit contracts		49		6		—		215		270		—
Total credit derivatives and other credit contracts	$	166,734	$	140,993	$	91,784	$	30,489	$	430,000	$	(1,049	)

1.	Fair value amounts are shown on a gross basis prior to cash collateral or counterparty netting.

In order to provide an indication of the current payment status or performance risk of the CDS, a breakdown of CDS based on the Firm’s internal credit ratings by investment grade and non-investment grade is provided. Internal credit ratings serve as the Credit Risk Management Department’s assessment of credit risk and the basis for a comprehensive credit limits framework used to control credit risk. The Firm uses quantitative models and judgment to estimate the various risk parameters related to each obligor.


June 2017 Form 10-Q		66

Notes to Consolidated Financial Statements

(Unaudited)

5. Investment Securities

The following tables present information about the Firm’s AFS securities, which are carried at fair value, and HTM securities, which are carried at amortized cost. The net unrealized gains or losses on AFS securities are reported on an after-tax basis as a component of AOCI.

AFS and HTM Securities

At June 30, 2017

$ in millions

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

AFS debt securities

U.S. government and agency securities:

U.S. Treasury securities

21,580

—

417

21,163

U.S. agency securities¹

21,714

200

21,550

Total U.S. government and agency securities

43,294

617

42,713

Corporate and other debt:

Commercial mortgage-backed securities:

Agency

1,536

1,496

Non-agency

1,578

1,580

Corporate bonds

1,586

1,591

Collateralized loan obligations

560

—

561

FFELP student loan asset-backed securities²

2,549

2,541

Total corporate and other debt

7,809

7,769

Total AFS debt securities

51,103

691

50,482

AFS equity securities

—

Total AFS securities

51,118

700

50,488

HTM securities

U.S. government securities:

U.S. Treasury securities

8,463

216

8,256

U.S. agency securities¹

12,501

193

12,318

Total U.S. government and agency securities

20,964

409

20,574

Corporate and other debt:

Commercial mortgage-backed securities:

Non-agency

124

—

123

Total corporate and other debt

124

—

123

Total HTM securities

21,088

410

20,697

Total Investment securities

72,206

1,110

71,185


	At December 31, 2016
$ in millions	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
AFS debt securities
U.S. government and agency securities:
U.S. Treasury securities	$	28,371	$	1	$	545	$	27,827
U.S. agency securities¹		22,348		14		278		22,084
Total U.S. government and agency securities		50,719		15		823		49,911
Corporate and other debt:
Commercial mortgage-backed securities:
Agency		1,850		2		44		1,808
Non-agency		2,250		11		16		2,245
Auto loan asset-backed securities		1,509		1		1		1,509
Corporate bonds		3,836		7		22		3,821
Collateralized loan obligations		540		—		1		539
FFELP student loan asset-backed securities²		3,387		5		61		3,331
Total corporate and other debt		13,372		26		145		13,253
Total AFS debt securities		64,091		41		968		63,164
AFS equity securities		15		—		9		6
Total AFS securities		64,106		41		977		63,170
HTM securities
U.S. government securities:
U.S. Treasury securities		5,839		1		283		5,557
U.S. agency securities¹		11,083		1		188		10,896
Total HTM securities		16,922		2		471		16,453
Total Investment securities	$	81,028	$	43	$	1,448	$	79,623

1.	U.S. agency securities consist mainly of agency-issued debt, agency mortgage pass-through pool securities and collateralized mortgage obligations.

2.	FFELP—Federal Family Education Loan Program. Amounts are backed by a guarantee from the U.S. Department of Education of at least 95% of the principal balance and interest on such loans.


		67		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Investment Securities in an Unrealized Loss Position


	At June 30, 2017
	Less than 12 Months				12 Months or Longer				Total
$ in millions	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
AFS debt securities
U.S. government and agency securities:
U.S. Treasury securities	$	21,163	$	417	$	—	$	—	$	21,163	$	417
U.S. agency securities		11,890		199		99		1		11,989		200
Total U.S. government and agency securities		33,053		616		99		1		33,152		617
Corporate and other debt:
Commercial mortgage-backed securities:
Agency		1,063		42		—		—		1,063		42
Non-agency		370		6		406		3		776		9
Corporate bonds		592		8		—		—		592		8
FFELP student loan asset-backed securities		1,580		15		—		—		1,580		15
Total corporate and other debt		3,605		71		406		3		4,011		74
Total AFS debt securities		36,658		687		505		4		37,163		691
AFS equity securities		—		—		6		9		6		9
Total AFS securities		36,658		687		511		13		37,169		700
HTM securities
U.S. government and agency securities:
U.S. Treasury securities		7,043		216		—		—		7,043		216
U.S. agency securities		10,573		193		—		—		10,573		193
Total U.S. government and agency securities		17,616		409		—		—		17,616		409
Corporate and other debt:
Non-agency		91		1		—		—		91		1
Total corporate and other debt		91		1		—		—		91		1
Total HTM securities		17,707		410		—		—		17,707		410
Total Investment securities	$	54,365	$	1,097	$	511	$	13	$	54,876	$	1,110


June 2017 Form 10-Q		68

Notes to Consolidated Financial Statements

(Unaudited)


	At December 31, 2016
	Less than 12 Months				12 Months or Longer				Total
$ in millions	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
AFS debt securities
U.S. government and agency securities:
U.S. Treasury securities	$	25,323	$	545	$	—	$	—	$	25,323	$	545
U.S. agency securities		16,760		278		125		—		16,885		278
Total U.S. government and agency securities		42,083		823		125		—		42,208		823
Corporate and other debt:
Commercial mortgage-backed securities:
Agency		1,245		44		—		—		1,245		44
Non-agency		763		11		594		5		1,357		16
Auto loan asset-backed securities		659		1		123		—		782		1
Corporate bonds		2,050		21		142		1		2,192		22
Collateralized loan obligations		178		—		239		1		417		1
FFELP student loan asset-backed securities		2,612		61		—		—		2,612		61
Total corporate and other debt		7,507		138		1,098		7		8,605		145
Total AFS debt securities		49,590		961		1,223		7		50,813		968
AFS equity securities		6		9		—		—		6		9
Total AFS securities		49,596		970		1,223		7		50,819		977
HTM securities
U.S. government and agency securities:
U.S. Treasury securities		5,057		283		—		—		5,057		283
U.S. agency securities		10,612		188		—		—		10,612		188
Total HTM securities		15,669		471		—		—		15,669		471
Total Investment securities	$	65,265	$	1,441	$	1,223	$	7	$	66,488	$	1,448


		69		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

As discussed in Note 2 to the consolidated financial statements in the 2016 Form 10-K, AFS and HTM securities with a current fair value less than their amortized cost are analyzed as part of the Firm’s ongoing assessment of temporarily versus other-than-temporarily impaired at the individual security level.

The Firm believes there are no securities in an unrealized loss position that are other-than-temporarily-impaired at June 30, 2017 and December 31, 2016 for the reasons discussed herein.

For AFS debt securities, the Firm does not intend to sell the securities and is not likely to be required to sell the securities prior to recovery of amortized cost basis. For AFS and HTM debt securities, the securities have not experienced credit losses as the net unrealized losses reported in the previous table are primarily due to higher interest rates since those securities were purchased.

Additionally, the Firm does not expect to experience a credit loss based on consideration of the relevant information (as discussed in Note 2 to the consolidated financial statements in the 2016 Form 10-K), including for U.S. government and agency securities, the existence of an explicit and implicit guarantee provided by the U.S. government. The risk of credit loss on securities in an unrealized loss position is considered minimal because the Firm’s U.S. government and agency securities, as well as asset-backed securities (“ABS”), commercial mortgage-backed securities (“CMBS”) and collateralized loan obligations (“CLOs”), are highly rated and because corporate bonds are all investment grade.

For AFS equity securities, the Firm has the intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in market value.

See Note 12 for additional information on securities issued by VIEs, including U.S. agency mortgage-backed securities, non-agency CMBS, auto loan ABS, CLO and FFELP student loan ABS.

Investment Securities by Contractual Maturity

At June 30, 2017

$ in millions

Amortized
Cost

Fair Value

Annualized
Average
Yield

AFS debt securities

U.S. government and agency securities:

U.S. Treasury securities:

Due within 1 year

3,798

3,786

0.9%

After 1 year through 5 years

13,090

12,923

1.2%

After 5 years through 10 years

4,692

4,454

1.4%

Total

21,580

21,163

At June 30, 2017

$ in millions

Amortized
Cost

Fair Value

Annualized
Average
Yield

U.S. agency securities:

Due within 1 year

539

0.3%

After 1 year through 5 years

3,696

3,693

0.7%

After 5 years through 10 years

760

762

2.0%

After 10 years

16,719

16,556

1.8%

Total

21,714

21,550

Total U.S. government and agency securities

43,294

42,713

1.4%

Corporate and other debt:

Commercial mortgage-backed securities:

Agency:

Due within 1 year

1.1%

After 1 year through 5 years

241

240

1.5%

After 5 years through 10 years

383

385

1.2%

After 10 years

863

822

1.6%

Total

1,536

1,496

Non-agency:

After 5 years through 10 years

2.5%

After 10 years

1,542

1,545

2.1%

Total

1,578

1,580

Corporate bonds:

Due within 1 year

1.2%

After 1 year through 5 years

1,219

1,225

2.4%

After 5 years through 10 years

331

330

2.4%

Total

1,586

1,591

Collateralized loan obligations:

After 5 years through 10 years

362

1.5%

After 10 years

198

199

2.4%

Total

560

561

FFELP student loan asset-backed securities:

After 1 year through 5 years

0.8%

After 5 years through 10 years

536

532

0.8%

After 10 years

1,956

1,953

1.1%

Total

2,549

2,541

Total corporate and other debt

7,809

7,769

1.6%

Total AFS debt securities

51,103

50,482

1.4%

AFS equity securities

— %

Total AFS securities

51,118

50,488

1.4%

HTM securities

U.S. government securities:

U.S. Treasury securities:

Due within 1 year

300

0.7%

After 1 year through 5 years

4,837

4,831

1.5%

After 5 years through 10 years

2,599

2,472

1.6%

After 10 years

727

653

2.3%

Total

8,463

8,256

U.S. agency securities:

After 10 years

12,501

12,318

2.4%

Total

12,501

12,318

Corporate and other debt:

Commercial mortgage-backed securities:

Non-agency:

After 1 year through 5 years

3.7%

After 5 years through 10 years

3.8%

Total

124

123

Total HTM securities

21,088

20,697

2.1%

Total Investment securities

72,206

71,185

1.6%


June 2017 Form 10-Q		70

Notes to Consolidated Financial Statements

(Unaudited)

Gross Realized Gains and Losses on Sales of AFS Securities


	Three Months Ended June 30,						Six Months Ended June 30,
$ in millions	2017			2016			2017			2016
Gross realized gains	$	23		$	71		$	27		$	85
Gross realized (losses)		(9	)		(1	)		(11	)		(3	)
Total	$	14		$	70		$	16		$	82

Gross realized gains and losses are recognized in Other revenues in the consolidated income statements.

6. Collateralized Transactions

The Firm enters into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, acquire securities to cover short positions and settle other securities obligations, to accommodate customers’ needs and to finance its inventory positions. For further discussion of the Firm’s collateralized transactions, see Note 6 to the consolidated financial statements in the 2016 Form 10-K.

Offsetting of Certain Collateralized Transactions

At June 30, 2017

$ in millions

Gross
Amounts

Amounts

Offset

Net
Amounts
Presented

Amounts
Not Offset¹

Net
Amounts

Assets

Securities purchased under agreements to resell

161,364

(63,956

)

97,408

(89,731

)

7,677

Securities borrowed

140,136

(13,414

)

126,722

(121,668

)

5,054

Liabilities

Securities sold under agreements to repurchase

114,653

(63,956

)

50,697

(44,980

)

5,717

Securities loaned

30,276

(13,414

)

16,862

(16,632

)

230

Not subject to legally enforceable master netting agreements²

Securities purchased under agreements to resell

7,010

Securities borrowed

1,224

Securities sold under agreements to repurchase

5,222

Securities loaned

183


	At December 31, 2016
$ in millions	Gross Amounts		Amounts Offset			Net Amounts Presented		Amounts Not Offset¹			Net Amounts
Assets
Securities purchased under agreements to resell	$	182,888	$	(80,933	)	$	101,955	$	(93,365	)	$	8,590
Securities borrowed		129,934		(4,698	)		125,236		(118,974	)		6,262
Liabilities
Securities sold under agreements to repurchase	$	135,561	$	(80,933	)	$	54,628	$	(47,933	)	$	6,695
Securities loaned		20,542		(4,698	)		15,844		(15,670	)		174
Not subject to legally enforceable master netting agreements²
Securities purchased under agreements to resell											$	7,765
Securities borrowed												2,591
Securities sold under agreements to repurchase												6,500
Securities loaned												154

1.	Amounts relate to master netting agreements that have been determined by the Firm to be legally enforceable in the event of default but where certain other criteria are not met in accordance with applicable offsetting accounting guidance.

2.	Represents amounts within Net Amounts related to transactions that are either not subject to master netting agreements or are subject to such agreements but the Firm has not determined the agreements to be legally enforceable.

For information related to offsetting of derivatives, see Note 4.

Maturities and Collateral Pledged

Gross Secured Financing Balances by Remaining Contractual Maturity

At June 30, 2017

$ in millions

Overnight

and
Open

Less
than

30 Days

30-90
Days

Over

90 Days

Total

Securities sold under agreements to repurchase¹

29,403

26,884

18,896

39,470

114,653

Securities loaned¹

16,447

1,656

1,833

10,340

30,276

Gross amount of secured financing included in the offsetting disclosure

45,850

28,540

20,729

49,810

144,929

Trading liabilities— Obligation to return securities received as collateral

21,481

—

21,481

Total

67,331

28,540

20,729

49,810

166,410


		71		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)


	At December 31, 2016
$ in millions	Overnight and Open		Less than 30 Days		30-90 Days		Over 90 Days		Total
Securities sold under agreements to repurchase¹	$	41,549	$	36,703	$	24,648	$	32,661	$	135,561
Securities loaned¹		9,487		851		2,863		7,341		20,542
Gross amount of secured financing included in the offsetting disclosure	$	51,036	$	37,554	$	27,511	$	40,002	$	156,103
Trading liabilities— Obligation to return securities received as collateral		20,262		—		—		—		20,262
Total	$	71,298	$	37,554	$	27,511	$	40,002	$	176,365

1.	Amounts are presented on a gross basis, prior to netting in the consolidated balance sheets.

Gross Secured Financing Balances by Class of Collateral Pledged


$ in millions	At June 30, 2017		At December 31, 2016
Securities sold under agreements to repurchase¹
U.S. government and agency securities	$	28,512	$	56,372
State and municipal securities		157		1,363
Other sovereign government obligations		51,498		42,790
Asset-backed securities		1,549		1,918
Corporate and other debt		5,083		9,086
Corporate equities		26,599		23,152
Other		1,255		880
Total securities sold under agreements to repurchase	$	114,653	$	135,561
Securities loaned¹
Other sovereign government obligations		13,599		4,762
Corporate and other debt		124		73
Corporate equities		16,375		15,693
Other		178		14
Total securities loaned	$	30,276	$	20,542
Gross amount of secured financing included in the offsetting disclosure	$	144,929	$	156,103
Trading liabilities—Obligation to return securities received as collateral
Corporate equities		21,472		20,247
Other		9		15
Total Trading liabilities—Obligation to return securities received as collateral	$	21,481	$	20,262
Total	$	166,410	$	176,365

1.	Amounts are presented on a gross basis, prior to netting in the consolidated balance sheets.

Assets Pledged


$ in millions	At June 30, 2017		At December 31, 2016
Carrying value of trading assets loaned or pledged¹	$	42,053	$	41,358
Carrying value of loans pledged (gross of allowance for loan losses)¹		3,876		—
Total	$	45,929	$	41,358

1.	Counterparties do not have the right to sell or repledge the collateral.

The Firm pledges its trading assets and loans to collateralize securities sold under agreements to repurchase, securities loaned, other secured financings and derivatives. Counterparties may or may not have the right to sell or repledge the collateral.

Pledged financial instruments that can be sold or repledged by the secured party are identified as Trading assets (pledged to various parties) in the consolidated balance sheets. Pledged financial instruments that cannot be sold or repledged by the secured party are shown in the previous table.

Collateral Received

The Firm receives collateral in the form of securities in connection with securities purchased under agreements to resell, securities borrowed, derivative transactions, customer margin loans and securities-based lending. In many cases, the Firm is permitted to sell or repledge these securities held as collateral and use the securities to secure securities sold under agreements to repurchase, to enter into securities lending and derivative transactions or for delivery to counterparties to cover short positions.

The Firm also receives securities as collateral in connection with certain securities-for-securities transactions. In instances where the Firm is the lender and permitted to sell or repledge these securities, it reports the fair value of the collateral received and the related obligation to return the collateral included in Trading assets and Trading liabilities, respectively, in its consolidated balance sheets.

Fair Value of Collateral Received with Right to Sell or Repledge


$ in millions	At June 30, 2017		At December 31, 2016
Collateral received with right to sell or repledge	$	556,203	$	561,239
Collateral that was sold or repledged		429,029		430,911


June 2017 Form 10-Q		72

Notes to Consolidated Financial Statements

(Unaudited)

Customer Margin Lending and Other

$ in millions

June 30,

2017

December 31,

2016

Net customer receivables representing margin loans

27,744

24,359

The Firm engages in margin lending to clients that allows the client to borrow against the value of qualifying securities. Margin loans are included within Customer and other receivables in the consolidated balance sheets. Under these agreements and transactions, the Firm receives collateral, including U.S. government and agency securities, other sovereign government obligations, corporate and other debt, and corporate equities. Customer receivables generated from margin lending activities are collateralized by customer-owned securities held by the Firm. The Firm monitors required margin levels and established credit terms daily and, pursuant to such guidelines, requires customers to deposit additional collateral, or reduce positions, when necessary.

For a further discussion of the Firm’s margin lending activities, see Note 6 to the consolidated financial statements in the 2016 Form 10-K.

The Firm has additional secured liabilities. For a further discussion of other secured financings, see Note 10.

Cash and Securities Deposited with Clearing Organizations or Segregated


$ in millions	At June 30, 2017		At December 31, 2016
Segregated securities¹	$	20,351	$	23,756
Other assets—Cash deposited with clearing organizations or segregated under federal and other regulations or requirements		30,171		33,979
Total	$	50,522	$	57,735

1.	Securities segregated under federal regulations for the Firm’s U.S. broker-dealers are sourced from Securities purchased under agreements to resell and Trading assets in the consolidated balance sheets.

7. Loans and Allowance for Credit Losses

Loans

The Firm’s loans held for investment are recorded at amortized cost, and its loans held for sale are recorded at the lower of cost or fair value in the consolidated balance sheets. For a further description of these loans, refer to Note 7 to the consolidated financial statements in the 2016 Form 10-K. See Note 3 for further information regarding Loans and lending commitments held at fair value.

Loans Held for Investment and Held for Sale by Loan Type

At June 30, 2017

$ in millions

Loans
Held for
Investment

Loans
Held for
Sale

Total
Loans

Corporate loans

26,831

9,394

36,225

Consumer loans

26,354

—

26,354

Residential real estate loans

25,646

25,706

Wholesale real estate loans

8,482

1,178

9,660

Total loans, gross

87,313

10,632

97,945

Allowance for loan losses

(306

)

—

(306

)

Total loans, net

87,007

10,632

97,639


	At December 31, 2016
$ in millions	Loans Held for Investment			Loans Held for Sale		Total Loans
Corporate loans	$	25,025		$	10,710	$	35,735
Consumer loans		24,866			—		24,866
Residential real estate loans		24,385			61		24,446
Wholesale real estate loans		7,702			1,773		9,475
Total loans, gross		81,978			12,544		94,522
Allowance for loan losses		(274	)		—		(274	)
Total loans, net	$	81,704		$	12,544	$	94,248

Loans to Non-U.S. Borrowers

$ in millions

At
June 30,

2017

At
December 31,
2016

Loans, net of allowance

8,725

9,388

Loans by Interest Rate Type


$ in millions	At June 30, 2017		At December 31, 2016
Fixed	$	12,696	$	11,895
Floating or adjustable	$	84,943	$	82,353

Credit Quality

For a further discussion about the Firm’s evaluation of credit transactions and monitoring and credit quality indicators, see Note 7 to the consolidated financial statements in the 2016 Form 10-K.


		73		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Loans Held for Investment before Allowance by Credit Quality


	At June 30, 2017
$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
Pass	$	25,321	$	26,351	$	25,598	$	7,975	$	85,245
Special mention		416		3		—		192		611
Substandard		1,025		—		48		315		1,388
Doubtful		69		—		—		—		69
Loss		—		—		—		—		—
Total	$	26,831	$	26,354	$	25,646	$	8,482	$	87,313


	At December 31, 2016
$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
Pass	$	23,409	$	24,853	$	24,345	$	7,294	$	79,901
Special mention		288		13		—		218		519
Substandard		1,259		—		40		190		1,489
Doubtful		69		—		—		—		69
Loss		—		—		—		—		—
Total	$	25,025	$	24,866	$	24,385	$	7,702	$	81,978

Allowance for Credit Losses and Impaired Loans

For factors considered by the Firm in determining the allowance for loan losses and impairments, see Notes 2 and 7 to the consolidated financial statements in the 2016 Form 10-K.

Impaired Loans Before Allowance by Product Type


	At June 30, 2017
$ in millions	Corporate		Residential Real Estate		Total
With allowance	$	141	$	—	$	141
Without allowance¹		122		35		157
Unpaid principal balance²		273		36		309

	At December 31, 2016
$ in millions	Corporate		Residential Real Estate		Total
With allowance	$	104	$	—	$	104
Without allowance¹		206		35		241
Unpaid principal balance²		316		38		354

1.	At June 30, 2017 and December 31, 2016, no allowance was recorded for these loans as the present value of the expected future cash flows (or, alternatively, the observable market price of the loan or the fair value of the collateral held) equaled or exceeded the carrying value.

2.	The impaired loans unpaid principal balance differs from the aggregate amount of impaired loan balances with and without allowance due to various factors, including charge-offs and net deferred loan fees or costs.

Select Loan Information by Region


	At June 30, 2017
$ in millions	Americas		EMEA		Asia- Pacific		Total
Impaired loans	$	279	$	9	$	10	$	298
Allowance for loan losses		274		30		2		306

	At December 31, 2016
$ in millions	Americas		EMEA		Asia- Pacific		Total
Impaired loans	$	320	$	9	$	16	$	345
Allowance for loan losses		245		28		1		274

EMEA—Europe, Middle East and Africa

Allowance for Credit Losses on Lending Activities

Loans—Current Year Period

Allowance for Loan Losses Rollforward


$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
December 31, 2016	$	195	$	4	$	20	$	55	$	274
Recoveries		1		—		—		—		1
Provision for (release of) loan losses¹		14		—		1		14		29
Other		1		—		—		1		2
June 30, 2017	$	211	$	4	$	21	$	70	$	306

Loan Loss Allowance by Impairment Methodology


	At June 30, 2017
$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
Inherent	$	142	$	4	$	21	$	70	$	237
Specific		69		—		—		—		69
Total	$	211	$	4	$	21	$	70	$	306

Loans by Impairment Methodology²

At June 30, 2017

$ in millions

Corporate

Consumer

Residential

Real
Estate

Wholesale
Real
Estate

Total

Inherent

26,568

26,354

25,611

8,482

87,015

Specific

263

—

298

Total

26,831

26,354

25,646

8,482

87,313

1.	The Firm recorded provisions of $7 million for loan losses for the current quarter.

2.	Loan balances are gross of the allowance for loan losses.


June 2017 Form 10-Q		74

Notes to Consolidated Financial Statements

(Unaudited)

Loans—Prior Year Period

Allowance for Loan Losses Rollforward


$ in millions	Corporate			Consumer			Residential Real Estate		Wholesale Real Estate		Total
December 31, 2015	$	166		$	5		$	17	$	37	$	225
Provision for (release of) loan losses¹		116			(1	)		1		12		128
Other²		(30	)		—			—		—		(30	)
June 30, 2016	$	252		$	4		$	18	$	49	$	323

Loan Loss Allowance by Impairment Methodology


	At June 30, 2016
$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
Inherent	$	147	$	4	$	18	$	49	$	218
Specific		105		—		—		—		105
Total	$	252	$	4	$	18	$	49	$	323

Loans by Impairment Methodology³


	At June 30, 2016
$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
Inherent	$	23,604	$	23,337	$	22,638	$	7,415	$	76,994
Specific		582		—		30		—		612
June 30, 2016	$	24,186	$	23,337	$	22,668	$	7,415	$	77,606

1.	The Firm recorded provisions of $16 million for loan losses for the prior year quarter.

2.	Amount includes the impact related to the transfer to loans held for sale and foreign currency translation adjustments.

3.	Loan balances are gross of the allowance for loan losses.

Commitments—Current Year Period

Allowance for Lending Commitments Rollforward


$ in millions	Corporate			Consumer		Residential Real Estate		Wholesale Real Estate			Total
December 31, 2016	$	185		$	1	$	—	$	4		$	190
Provision for (release of) lending commitments¹		(3	)		—		—		(1	)		(4	)
June 30, 2017	$	182		$	1	$	—	$	3		$	186

Lending Commitments Allowance by Impairment Methodology


	At June 30, 2017
$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
Inherent	$	179	$	1	$	—	$	3	$	183
Specific		3		—		—		—		3
Total	$	182	$	1	$	—	$	3	$	186

Lending Commitments by Impairment Methodology²

At June 30, 2017

$ in millions

Corporate

Consumer

Residential

Real
Estate

Wholesale
Real
Estate

Total

Inherent

62,339

6,005

346

409

69,099

Specific

229

—

229

Total

62,568

6,005

346

409

69,328

1.	The Firm recorded a release of $7 million for commitments for the current quarter.

2.	Lending commitments are gross of the allowance for lending commitments.

Commitments—Prior Year Period

Allowance for Lending Commitments Rollforward


$ in millions	Corporate		Consumer			Residential Real Estate		Wholesale Real Estate		Total
December 31, 2015	$	180	$	1		$	—	$	4	$	185
Provision for lending commitments¹		1		—			—		2		3
Other		—		(1	)		—		—		(1	)
June 30, 2016	$	181	$	—		$	—	$	6	$	187

Lending Commitments Allowance by Impairment Methodology


	At June 30, 2016
$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
Inherent	$	173	$	—	$	—	$	6	$	179
Specific		8		—		—		—		8
Total	$	181	$	—	$	—	$	6	$	187


		75		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Lending Commitments by Impairment Methodology²


	At June 30, 2016
$ in millions	Corporate		Consumer		Residential Real Estate		Wholesale Real Estate		Total
Inherent	$	63,120	$	5,264	$	327	$	496	$	69,207
Specific		64		—		—		—		64
Total	$	63,184	$	5,264	$	327	$	496	$	69,271

1.	The Firm recorded a release of $13 million for commitments for the prior year quarter.

2.	Lending commitments are gross of the allowance for lending commitments.

Troubled Debt Restructurings

Impaired loans and lending commitments classified as held for investment within corporate loans include troubled debt restructurings as shown in the following table.

Troubled Debt Restructurings


$ in millions	At June 30, 2017		At December 31, 2016
Loans	$	58	$	67
Lending commitments		21		14
Allowance for loan losses		8		—

These restructurings typically include modifications of interest rates, collateral requirements, other loan covenants and payment extensions.

Employee Loans

Employee loans are granted in conjunction with a program established in the Wealth Management business segment to retain and recruit certain employees. These loans are recorded in Customer and other receivables in the consolidated balance sheets. These loans are full recourse, generally require periodic payments and have repayment terms ranging from 1 to 20 years. The Firm establishes an allowance for loan amounts it does not consider recoverable, and the related provision is recorded in Compensation and benefits expense.

Employee Loans


$ in millions	At June 30, 2017			At December 31, 2016
Balance	$	4,323		$	4,804
Allowance for loan losses		(83	)		(89	)
Balance, net	$	4,240		$	4,715

8. Equity Method Investments

Overview

The Firm’s investments accounted for under the equity method of accounting (see Note 1 to the consolidated financial statements in the 2016 Form 10-K) are included in Other assets—Other investments in the consolidated balance sheets. Income (loss) from equity method investments is included in Other revenues in the consolidated income statements.

Equity Method Investment Balances


$ in millions	At June 30, 2017		At December 31, 2016
Investments	$	2,760	$	2,837


	Three Months Ended June 30,						Six Months Ended June 30,
$ in millions	2017			2016			2017		2016
Income (loss)	$	(9	)	$	(14	)	$	—	$	1

Japanese Securities Joint Venture

Included in the equity method investments is the Firm’s 40% voting interest (“40% interest”) in Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”). Mitsubishi UFJ Financial Group, Inc. (“MUFG”) holds a 60% voting interest. The Firm accounts for its equity method investment in MUMSS within the Institutional Securities business segment. The Firm records income from its 40% interest in MUMSS within Other revenues in the consolidated income statements.


	Three Months Ended June 30,				Six Months Ended June 30,
$ in millions	2017		2016		2017		2016
Income from investment in MUMSS	$	23	$	23	$	71	$	57

In addition to MUMSS, the Firm held other equity method investments that were not individually significant.

9. Deposits

Deposits



$ in millions	At June 30, 2017		At December 31, 2016
Savings and demand deposits	$	141,087	$	154,559
Time deposits¹		3,826		1,304
Total²	$	144,913	$	155,863
Deposits subject to FDIC insurance	$	120,991	$	127,992
Time deposits that equal or exceed the FDIC insurance limit	$	2	$	46


June 2017 Form 10-Q		76

Notes to Consolidated Financial Statements

(Unaudited)

Interest Bearing Deposit Maturities at June 30, 2017


$ in millions	Savings and Demand Deposits		Time Deposits¹
Demand	$	141,047	$	—
2017		—		2,925
2018		—		672
2019		—		105
2021		—		8
Thereafter		—		116

FDIC—Federal

Deposit Insurance Corporation

1.	Certain time deposit accounts are carried at fair value under the fair value option (see Note 3).

2.	Deposits were primarily held in the U.S.

The vast majority of deposits in Morgan Stanley Bank, N.A. (“MSBNA”) and Morgan Stanley Private Bank, National Association (“MSPBNA”) (collectively, “U.S. Bank Subsidiaries”) are sourced from Wealth Management customer accounts.

10. Long-Term Borrowings and Other Secured Financings

Long-Term Borrowings


$ in millions	At June 30, 2017		At December 31, 2016
Senior	$	173,761	$	154,472
Subordinated		10,351		10,303
Total	$	184,112	$	164,775
Weighted average stated maturity, in years		6.5		5.9

During the current year period and prior year period, the Firm issued notes with a principal amount of approximately $33.5 billion and $20.6 billion, respectively, and approximately $17.8 billion and $15.9 billion, respectively, in aggregate long-term borrowings matured or were retired.

Other Secured Financings

Other secured financings include the liabilities related to transfers of financial assets that are accounted for as financings rather than sales, consolidated VIEs where the Firm is deemed to be the primary beneficiary, pledged commodities, certain equity-linked notes and other secured borrowings. These liabilities are generally payable from the cash flows of the related assets accounted for as Trading assets. See Note 12 for further information on Other secured financings related to VIEs and securitization activities.

Other Secured Financings by Original Maturity and Type



$ in millions	At June 30, 2017		At December 31, 2016
Secured Financings
Original maturities:
Greater than one year	$	11,005	$	9,404
One year or less		4,996		1,429
Failed sales¹		641		285
Total	$	16,642	$	11,118

1.	For more information on failed sales, see Note 12.

11. Commitments, Guarantees and Contingencies

Commitments

The Firm’s commitments are summarized in the following table by years to maturity. Since commitments associated with these instruments may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.


	Years to Maturity at June 30, 2017
$ in millions	Less than 1		1-3		3-5		Over 5		Total
Lending:
Corporate¹	$	13,478	$	28,417	$	45,187	$	3,806	$	90,888
Consumer		5,998		4		—		4		6,006
Residential real estate		35		25		84		238		382
Wholesale real estate		232		266		8		67		573
Forward-starting secured financing receivables²		70,023		—		—		—		70,023
Underwriting		1,024		—		—		—		1,024
Investment activities		569		197		22		259		1,047
Letters of credit and other financial guarantees		156		1		1		41		199
Total	$	91,515	$	28,910	$	45,302	$	4,415	$	170,142

1.	Due to the nature of the Firm’s obligations under the commitments, these amounts include certain commitments participated to third parties of $6.2 billion.

2.	Represents forward-starting securities purchased under agreements to resell and securities borrowed agreements, of which $59.8 billion settled within three business days.

For a further description of these commitments, refer to Note 12 to the consolidated financial statements in the 2016 Form 10-K.


		77		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Guarantees

Obligations under Guarantee Arrangements at June 30, 2017

Maximum Potential Payout/Notional

Years to Maturity

$ in millions

Less
than 1

1-3

3-5

Over 5

Total

Credit derivatives

133,654

92,988

96,431

27,743

350,816

Other credit contracts

—

129

169

Non-credit derivatives

1,560,514

918,800

331,073

572,502

3,382,889

Standby letters of credit and other financial guarantees issued¹

779

856

1,147

5,153

7,935

Market value guarantees

—

174

Liquidity facilities

3,229

—

3,229

Whole loan sales guarantees

—

23,278

23,280

Securitization representations and warranties

—

57,547

General partner guarantees

313

404


$ in millions	Carrying Amount (Asset)/ Liability			Collateral/ Recourse
Credit derivatives²	$	(1,730	)	$	—
Other credit contracts		4			—
Non-credit derivatives²		45,076			—
Standby letters of credit and other financial guarantees issued¹		(186	)		6,560
Market value guarantees		1			4
Liquidity facilities		(5	)		5,503
Whole loan sales guarantees		8			—
Securitization representations and warranties		90			—
General partner guarantees		44			—

1.	These amounts include certain issued standby letters of credit participated to third parties, totaling $0.7 billion of notional and collateral/recourse, due to the nature of the Firm’s obligations under these arrangements.

2.	Carrying amounts of derivative contracts are shown on a gross basis prior to cash collateral or counterparty netting. For further information on derivative contracts, see Note 4.

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

For more information on the nature of the obligation and related business activity for market value guarantees, liquidity facilities, whole loan sales guarantees and general partner guarantees related to certain investment management funds, as well as the other products in the previous table, see Note 12 to the consolidated financial statements in the 2016 Form 10-K.

Other Guarantees and Indemnities

In the normal course of business, the Firm provides guarantees and indemnifications in a variety of transactions. These provisions generally are standard contractual terms. Certain of these guarantees and indemnifications related to indemnities, exchange/clearinghouse member guarantees and merger and acquisition guarantees are described in Note 12 to the consolidated financial statements in the 2016 Form 10-K.

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

Finance Subsidiary

The Parent Company fully and unconditionally guarantees the securities issued by Morgan Stanley Finance LLC, a 100%-owned finance subsidiary.

Contingencies

Legal. In the normal course of business, the Firm has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litiga-


June 2017 Form 10-Q		78

Notes to Consolidated Financial Statements

(Unaudited)

tion, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the entities that would otherwise be the primary defendants in such cases are bankrupt or are in financial distress. These actions have included, but are not limited to, residential mortgage and credit-crisis related matters.

Over the last several years, the level of litigation and investigatory activity (both formal and informal) by governmental and self-regulatory agencies has increased materially in the financial services industry. As a result, the Firm expects that it will continue to be the subject of elevated claims for damages and other relief and, while the Firm has identified below any individual proceedings where the Firm believes a material loss to be reasonably possible and reasonably estimable, there can be no assurance that material losses will not be incurred from claims that have not yet been asserted or are not yet determined to be probable or possible and reasonably estimable losses.

The Firm contests liability and/or the amount of damages as appropriate in each pending matter. Where available information indicates that it is probable a liability had been incurred at the date of the consolidated financial statements and the Firm can reasonably estimate the amount of that loss, the Firm accrues the estimated loss by a charge to income.

In many proceedings and investigations, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is not always possible to reasonably estimate the size of the possible loss or range of loss.

For certain legal proceedings and investigations, the Firm cannot reasonably estimate such losses, particularly for proceedings and investigations where the factual record is being developed or contested or where plaintiffs or governmental entities seek substantial or indeterminate damages, restitution, disgorgement or penalties. Numerous issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, determination of issues related to class certification and the calculation of damages or other relief, and by addressing novel or unsettled legal questions relevant to the proceedings or investigations in question, before a loss or additional loss or range of loss or additional range of loss can be reasonably estimated for a proceeding or investigation.

For certain other legal proceedings and investigations, the Firm can estimate reasonably possible losses, additional losses, ranges of loss or ranges of additional loss in excess of amounts accrued, but does not believe, based on current knowledge and after consultation with counsel, that such losses will have a material adverse effect on the Firm’s consolidated financial statements as a whole, other than the matters referred to in the following paragraphs.

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against the Firm, styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that the Firm misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that the Firm knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court denied the Firm’s motion to dismiss the complaint. Based on currently available information, the Firm believes it could incur a loss in this action of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.

On August 8, 2012, U.S. Bank, in its capacity as trustee, filed a complaint on behalf of Morgan Stanley Mortgage Loan Trust 2006-14SL, Mortgage Pass-Through Certificates, Series 2006-14SL, Morgan Stanley Mortgage Loan Trust 2007-4SL and Mortgage Pass-Through Certificates, Series 2007-4SL against the Firm styled Morgan Stanley Mortgage Loan Trust 2006-14SL, et al. v. Morgan Stanley Mortgage Capital Holdings LLC, as successor in interest to Morgan Stanley Mortgage Capital Inc., pending in the Supreme Court of NY. The complaint asserts claims for breach of contract and alleges, among other things, that the loans in the trusts, which had original principal balances of approximately $354 million and $305 million respectively, breached various representations and warranties. The complaint seeks, among other relief, rescission of the mortgage loan purchase agreements underlying the transactions, specific performance and unspecified damages and interest. On August 16, 2013, the court granted in part and denied in part the Firm’s motion to dismiss the complaint. On August 16, 2016, the Firm moved for summary judgment and the plaintiffs moved for partial summary judgment. Based on currently available informa-


		79		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

tion, the Firm believes that it could incur a loss in this action of up to approximately $527 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase demands that it did not repurchase, plus pre- and post-judgment interest, fees and costs, but plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against the Firm, certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Firm to plaintiff was approximately $644 million. The complaint alleges causes of action against the Firm for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court granted in part and denied in part the Firm’s motion to dismiss the complaint. On June 20, 2017 the Appellate Division, First Department, affirmed the lower court’s June 10, 2014 order. On July 28, 2017, the Firm filed a motion for leave to appeal that decision to the New York Court of Appeals. At March 25, 2017, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $237 million, and the certificates had incurred actual losses of approximately $87 million. Based on currently available information, the Firm believes it could incur a loss in this action up to the difference between the $237 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Firm, or upon sale, plus pre- and post-judgment interest, fees and costs. The Firm may be entitled to be indemnified for some of these losses.

On July 8, 2013, U.S. Bank National Association, in its capacity as trustee, filed a complaint against the Firm styled U.S. Bank National Association, solely in its capacity as Trustee of the Morgan Stanley Mortgage Loan Trust 2007-2AX (MSM 2007-2AX) v. Morgan Stanley Mortgage Capital Holdings LLC, as Successor-by-Merger to Morgan Stanley Mortgage Capital Inc. and GreenPoint Mortgage Funding, Inc., pending in the Supreme Court of NY. The complaint asserts claims for breach of contract and alleges, among other things, that the loans in the trust, which had an original principal balance of approximately $650 million, breached various representations and warranties. The complaint seeks, among other relief, specific performance of the loan breach remedy procedures in the transaction documents, unspecified damages and interest. On August 22,

2013, the Firm filed a motion to dismiss the complaint, which was granted in part and denied in part on November 24, 2014. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $240 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase demands that it did not repurchase, plus pre- and post-judgment interest, fees and costs, but plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

On December 30, 2013, Wilmington Trust Company, in its capacity as trustee for Morgan Stanley Mortgage Loan Trust 2007-12, filed a complaint against the Firm styled Wilmington Trust Company v. Morgan Stanley Mortgage Capital Holdings LLC et al., pending in the Supreme Court of NY. The complaint asserts claims for breach of contract and alleges, among other things, that the loans in the trust, which had an original principal balance of approximately $516 million, breached various representations and warranties. The complaint seeks, among other relief, unspecified damages, attorneys’ fees, interest and costs. On February 28, 2014, the defendants filed a motion to dismiss the complaint, which was granted in part and denied in part on June 14, 2016. The plaintiff filed a notice of appeal of that order on August 17, 2016, and the appeal was fully briefed on May 5, 2017. On July 11, 2017, the Appellate Division, First Department affirmed in part and reversed in part the trial court’s order that granted in part the Firm’s motion to dismiss. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $152 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase demands that it did not repurchase, plus attorney’s fees, costs and interest, but plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

On April 28, 2014, Deutsche Bank National Trust Company, in its capacity as trustee for Morgan Stanley Structured Trust I 2007-1, filed a complaint against the Firm styled Deutsche Bank National Trust Company v. Morgan Stanley Mortgage Capital Holdings LLC, pending in the United States District Court for the Southern District of New York. The complaint asserts claims for breach of contract and alleges, among other things, that the loans in the trust, which had an original principal balance of approximately $735 million, breached various representations and warranties. The complaint seeks, among other relief, specific performance of the loan breach remedy procedures in the transaction documents, unspecified compensatory and/or rescissory damages, interest and costs. On April 3, 2015, the court granted in part and denied in part the Firm’s motion to dismiss the complaint. On May 8, 2017, the Firm moved for summary judgment. Based on currently available


June 2017 Form 10-Q		80

Notes to Consolidated Financial Statements

(Unaudited)

information, the Firm believes that it could incur a loss in this action of up to approximately $292 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase demands that it did not repurchase, plus pre- and post-judgment interest, fees and costs, but plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

On September 19, 2014, Financial Guaranty Insurance Company (“FGIC”) filed a complaint against the Firm in the Supreme Court of NY, styled Financial Guaranty Insurance Company v. Morgan Stanley ABS Capital I Inc. et al. relating to a securitization issued by Basket of Aggregated Residential NIMS 2007-1 Ltd. The complaint asserts claims for breach of contract and alleges, among other things, that the net interest margin securities (“NIMS”) in the trust breached various representations and warranties. FGIC issued a financial guaranty policy with respect to certain notes that had an original balance of approximately $475 million. The complaint seeks, among other relief, specific performance of the NIMS breach remedy procedures in the transaction documents, unspecified damages, reimbursement of certain payments made pursuant to the transaction documents, attorneys’ fees and interest. On November 24, 2014, the Firm filed a motion to dismiss the complaint, which the court denied on January 19, 2017. On February 24, 2017, the Firm filed a notice of appeal of the court’s order. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $126 million, the unpaid balance of these notes, plus pre- and post-judgment interest, fees and costs, as well as claim payments that FGIC has made and will make in the future.

On September 23, 2014, FGIC filed a complaint against the Firm in the Supreme Court of NY styled Financial Guaranty Insurance Company v. Morgan Stanley ABS Capital I Inc. et al. relating to the Morgan Stanley ABS Capital I Inc. Trust 2007-NC4. The complaint asserts claims for breach of contract and fraudulent inducement and alleges, among other things, that the loans in the trust breached various representations and warranties and defendants made untrue statements and material omissions to induce FGIC to issue a financial guaranty policy on certain classes of certificates that had an original balance of approximately $876 million. The complaint seeks, among other relief, specific performance of the loan breach remedy procedures in the transaction documents, compensatory, consequential and punitive damages, attorneys’ fees and interest. On January 23, 2017, the court denied the Firm’s motion to dismiss the complaint. On February 24, 2017, the Firm filed a notice of appeal of the court’s order. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $277 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase

demands from a certificate holder and FGIC that the Firm did not repurchase, plus pre- and post-judgment interest, fees and costs, as well as claim payments that FGIC has made and will make in the future. In addition, plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

On January 23, 2015, Deutsche Bank National Trust Company, in its capacity as trustee, filed a complaint against the Firm styled Deutsche Bank National Trust Company solely in its capacity as Trustee of the Morgan Stanley ABS Capital I Inc. Trust 2007-NC4 v. Morgan Stanley Mortgage Capital Holdings LLC as Successor-by-Merger to Morgan Stanley Mortgage Capital Inc., and Morgan Stanley ABS Capital I Inc., pending in the Supreme Court of NY. The complaint asserts claims for breach of contract and alleges, among other things, that the loans in the trust, which had an original principal balance of approximately $1.05 billion, breached various representations and warranties. The complaint seeks, among other relief, specific performance of the loan breach remedy procedures in the transaction documents, compensatory, consequential, rescissory, equitable and punitive damages, attorneys’ fees, costs and other related expenses, and interest. On December 11, 2015, the court granted in part and denied in part the Firm’s motion to dismiss the complaint. On February 11, 2016, plaintiff filed a notice of appeal of that order, and the appeal was fully briefed on August 19, 2016. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately $277 million, the total original unpaid balance of the mortgage loans for which the Firm received repurchase demands from a certificate holder and a monoline insurer that the Firm did not repurchase, plus pre- and post-judgment interest, fees and costs, but plaintiff is seeking to expand the number of loans at issue and the possible range of loss could increase.

In matters styled Case number 15/3637 and Case number 15/4353, the Dutch Tax Authority (“Dutch Authority”) is challenging in the Dutch Tax Tribunal in Amsterdam the prior set-off by the Firm of approximately €124 million (plus accrued interest) of withholding tax credits against the Firm’s corporation tax liabilities for the tax years 2007 to 2013. The Dutch Authority alleges that the Firm was not entitled to receive the withholding tax credits on the basis, inter alia, that a Firm subsidiary did not hold legal title to certain securities subject to withholding tax on the relevant dates. The Dutch Authority has also alleged that the Firm failed to provide certain information to the Dutch Authority and keep adequate books and records. The Firm does not agree with these allegations. A hearing regarding this matter has been scheduled on September 19, 2017. Based on currently available information, the Firm believes that it could incur a loss in this action of up to approximately €124 million (plus accrued interest).


		81		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

12. Variable Interest Entities and Securitization Activities

Overview

For a discussion of the Firm’s VIEs, the determination and structure of VIEs and securitization activities, see Note 13 to the consolidated financial statements in the 2016 Form 10-K.

Consolidated VIEs

Assets and Liabilities by Type of Activity


	At June 30, 2017				At December 31, 2016
$ in millions	VIE Assets		VIE Liabilities		VIE Assets		VIE Liabilities
Credit-linked notes	$	200	$	—	$	501	$	—
Other structured financings		426		5		602		10
Asset-backed securitizations¹		34		22		397		283
Other²		1,164		258		910		25
Total	$	1,824	$	285	$	2,410	$	318

Asset-backed securitizations include transactions backed by residential mortgage loans, commercial mortgage loans and other types of assets, including consumer or commercial assets. The value of assets is determined based on the fair value of the liabilities and the interests owned by the Firm in such VIEs because the fair values for the liabilities and interests owned are more observable.

2.	Other primarily includes certain operating entities, investment funds and structured transactions.

Assets and Liabilities by Balance Sheet Caption


$ in millions	At June 30, 2017		At December 31, 2016
Assets
Cash and due from banks	$	87	$	74
Trading assets at fair value		785		1,295
Customer and other receivables		12		13
Goodwill		18		18
Intangible assets		166		177
Other assets		756		833
Total	$	1,824	$	2,410
Liabilities
Other secured financings at fair value	$	249	$	289
Other liabilities and accrued expenses		36		29
Total	$	285	$	318

Consolidated VIE assets and liabilities are presented in the previous tables after intercompany eliminations. The assets owned by many consolidated VIEs cannot be removed unilaterally by the Firm and are not generally available to the Firm. The related liabilities issued by many consolidated VIEs are

non-recourse to the Firm. In certain other consolidated VIEs, the Firm either has the unilateral right to remove assets or provides additional recourse through derivatives such as total return swaps, guarantees or other forms of involvement.

In general, the Firm’s exposure to loss in consolidated VIEs is limited to losses that would be absorbed on the VIE’s net assets recognized in its financial statements, net of amounts absorbed by third-party variable interest holders.

Noncontrolling Interests and Additional Maximum Exposure to Losses Related to Consolidated VIEs


$ in millions	At June 30, 2017		At December 31, 2016
Noncontrolling interests	$	206	$	228
Maximum exposure to losses¹		—		78

1.	Primarily related to certain derivatives, commitments, guarantees and other forms of involvement not recognized in the consolidated financial statements.

Non-consolidated VIEs

The following tables include all VIEs in which the Firm has determined that its maximum exposure to loss is greater than specific thresholds or meets certain other criteria and exclude exposure to loss from liabilities due to immateriality. Most of the VIEs included in the following tables are sponsored by unrelated parties; the Firm’s involvement generally is the result of its secondary market-making activities, securities held in its Investment securities portfolio (see Note 5) and certain investments in funds.

Non-consolidated VIE Assets, Maximum and Carrying Value of Exposure to Loss


	At June 30, 2017
$ in millions	MABS		CDO		MTOB		OSF		Other
VIE assets (unpaid principal balance)	$	78,818	$	8,598	$	5,337	$	3,526	$	34,823
Maximum exposure to loss
Debt and equity interests	$	8,482	$	1,703	$	52	$	1,503	$	5,528
Derivative and other contracts		—		—		3,229		—		25
Commitments, guarantees and other		805		1,468		—		174		337
Total	$	9,287	$	3,171	$	3,281	$	1,677	$	5,890

Carrying value of exposure to loss—Assets
Debt and equity interests	$	8,482	$	1,703	$	52	$	1,098	$	5,528
Derivative and other contracts		—		—		5		—		52
Total	$	8,482	$	1,703	$	57	$	1,098	$	5,580


June 2017 Form 10-Q		82

Notes to Consolidated Financial Statements

(Unaudited)


	At December 31, 2016
$ in millions	MABS		CDO		MTOB		OSF		Other
VIE assets (unpaid principal balance)	$	101,916	$	11,341	$	4,857	$	4,293	$	39,077
Maximum exposure to loss
Debt and equity interests	$	11,243	$	1,245	$	50	$	1,570	$	4,877
Derivative and other contracts		—		—		2,812		—		45
Commitments, guarantees and other		684		99		—		187		228
Total	$	11,927	$	1,344	$	2,862	$	1,757	$	5,150

Carrying value of exposure to loss—Assets
Debt and equity interests	$	11,243	$	1,245	$	49	$	1,183	$	4,877
Derivative and other contracts		—		—		5		—		18
Total	$	11,243	$	1,245	$	54	$	1,183	$	4,895

MABS—Mortgage- and asset-backed securitizations

CDO—Collateralized debt obligations, including collateralized loan obligations

MTOB—Municipal tender option bonds

OSF—Other structured financings

Non-consolidated VIE Mortgage- and Asset-Backed Securitization Assets


	At June 30, 2017				At December 31, 2016
$ in millions	Unpaid Principal Balance		Debt and Equity Interests		Unpaid Principal Balance		Debt and Equity Interests
Residential mortgages	$	9,106	$	524	$	4,775	$	458
Commercial mortgages		49,504		2,614		54,021		2,656
U.S. agency collateralized mortgage obligations		13,243		2,745		14,796		2,758
Other consumer or commercial loans		6,965		2,599		28,324		5,371
Total	$	78,818	$	8,482	$	101,916	$	11,243

The Firm’s maximum exposure to loss presented above often differs from the carrying value of the variable interests held by the Firm. The maximum exposure to loss presented above is dependent on the nature of the Firm’s variable interest in the VIEs and is limited to the notional amounts of certain liquidity facilities, other credit support, total return swaps, written put options, and the fair value of certain other derivatives and investments the Firm has made in the VIEs. Liabilities issued by VIEs generally are non-recourse to the Firm. Where notional amounts are utilized in quantifying the maximum exposure related to derivatives, such amounts do not reflect fair value write-downs already recorded by the Firm.

The Firm’s maximum exposure to loss presented above does not include the offsetting benefit of any financial instruments that the Firm may utilize to hedge these risks associated with its variable interests. In addition, the Firm’s maximum exposure to loss presented above is not reduced by the amount of collateral held as part of a transaction with the VIE or any party to the VIE directly against a specific exposure to loss.

Securitization transactions generally involve VIEs. Primarily as a result of its secondary market-making activities, the Firm owned additional VIE assets mainly issued by securitization SPEs for which the maximum exposure to loss is less than specific thresholds. These additional assets totaled $11.9 billion and $11.7 billion at June 30, 2017 and December 31, 2016, respectively.

These assets were either retained in connection with transfers of assets by the Firm, acquired in connection with secondary market-making activities, held as AFS securities in its Investment securities portfolio (see Note 5), or held as investments in funds. At June 30, 2017 and December 31, 2016, these assets consisted of securities backed by residential mortgage loans, commercial mortgage loans or other consumer loans, such as credit card receivables, automobile loans and student loans, CDOs or CLOs, and investment funds.

The Firm’s primary risk exposure is to the securities issued by the SPE owned by the Firm, with the highest risk on the most subordinate class of beneficial interests. These assets generally are included in Trading assets—Corporate and other debt, Trading assets—Investments or AFS securities within its Investment securities portfolio and are measured at fair value (see Note 3). The Firm does not provide additional support in these transactions through contractual facilities, such as liquidity facilities, guarantees or similar derivatives. The Firm’s maximum exposure to loss generally equals the fair value of the assets owned.


		83		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Transactions with SPEs in which the Firm, acting as principal, transferred financial assets with continuing involvement and received sales treatment are shown in the following tables.

Transfers of Assets with Continuing Involvement


	At June 30, 2017
$ in millions	Residential Mortgage Loans		Commercial Mortgage Loans		U.S. Agency Collateralized Mortgage Obligations		Credit- Linked Notes and Other¹
SPE assets (unpaid principal balance)²	$	17,692	$	53,764	$	12,337	$	11,831
Retained interests
Investment grade³	$	—	$	140	$	710	$	5
Non-investment grade (fair value)		3		86		—		643
Total	$	3	$	226	$	710	$	648
Interests purchased in the secondary market (fair value)
Investment grade	$	4	$	92	$	66	$	—
Non-investment grade		17		71		—		—
Total	$	21	$	163	$	66	$	—
Derivative assets (fair value)	$	1	$	—	$	—	$	32
Derivative liabilities (fair value)		—		—		—		307


	At December 31, 2016
$ in millions	Residential Mortgage Loans		Commercial Mortgage Loans		U.S. Agency Collateralized Mortgage Obligations		Credit- Linked Notes and Other¹
SPE assets (unpaid principal balance)²	$	19,381	$	43,104	$	11,092	$	11,613
Retained interests (fair value)
Investment grade	$	—	$	22	$	375	$	—
Non-investment grade		4		79		—		826
Total	$	4	$	101	$	375	$	826
Interests purchased in the secondary market (fair value)
Investment grade	$	—	$	30	$	26	$	—
Non-investment grade		23		75		—		—
Total	$	23	$	105	$	26	$	—
Derivative assets (fair value)	$	—	$	261	$	—	$	89
Derivative liabilities (fair value)		—		—		—		459

1.	Amounts include CLO transactions managed by unrelated third parties.

2.	Amounts include assets transferred by unrelated transferors.

3.	Amounts include $734 million of investment grade retained interests at fair value.


	At June 30, 2017
$ in millions	Level 2		Level 3		Total
Retained interests (fair value)
Investment grade	$	729	$	5	$	734
Non-investment grade		4		728		732
Total	$	733	$	733	$	1,466
Interests purchased in the secondary market (fair value)
Investment grade	$	155	$	7	$	162
Non-investment grade		75		13		88
Total	$	230	$	20	$	250
Derivative assets (fair value)	$	33	$	—	$	33
Derivative liabilities (fair value)		131		176		307

	At December 31, 2016
$ in millions	Level 2		Level 3		Total
Retained interests (fair value)
Investment grade	$	385	$	12	$	397
Non-investment grade		14		895		909
Total	$	399	$	907	$	1,306
Interests purchased in the secondary market (fair value)
Investment grade	$	56	$	—	$	56
Non-investment grade		84		14		98
Total	$	140	$	14	$	154
Derivative assets (fair value)	$	348	$	2	$	350
Derivative liabilities (fair value)		98		361		459

Transferred assets are carried at fair value prior to securitization, and any changes in fair value are recognized in the consolidated income statements. The Firm may act as underwriter of the beneficial interests issued by these securitization vehicles. Investment banking underwriting net revenues are recognized in connection with these transactions. The Firm may retain interests in the securitized financial assets as one or more tranches of the securitization. These retained interests are generally carried at fair value in the consolidated balance sheets with changes in fair value recognized in the consolidated income statements.

Proceeds from New Securitization Transactions and Sales of Loans


	Three Months Ended June 30,				Six Months Ended June 30,
$ in millions	2017		2016		2017		2016
New transactions¹	$	4,750	$	4,163	$	10,747	$	6,876
Retained interests		529		502		959		1,133
Sales of corporate loans to CLO SPEs^1,2		239		—		418		31

1.	Net gains on new transactions and sales of corporate loans to CLO entities at the time of the sale were not material for all periods presented.

2.	Sponsored by non-affiliates.

The Firm has provided, or otherwise agreed to be responsible for, representations and warranties regarding certain assets transferred in securitization transactions sponsored by the Firm (see Note 11).


June 2017 Form 10-Q		84

Notes to Consolidated Financial Statements

(Unaudited)

The Firm also enters into transactions in which it sells equity securities and contemporaneously enters into bilateral OTC equity derivatives with the purchasers of the securities, through which it retains the exposure to the securities as shown in the following table.

Carrying and Fair Value of Assets Sold and Retained Interest Exposure


$ in millions	At June 30, 2017		At December 31, 2016
Carrying value of assets derecognized at the time of sale and gross cash proceeds	$	14,817	$	11,209
Fair value
Assets sold		14,710		11,301
Derivative assets recognized in the consolidated balance sheets		33		128
Derivative liabilities recognized in the consolidated balance sheets		140		36

Failed Sales

For transfers that fail to meet the accounting criteria for a sale, the Firm continues to recognize the assets in Trading assets at fair value, and the Firm recognizes the associated liabilities in Other secured financings at fair value in the consolidated balance sheets (see Note 10).

The assets transferred to certain unconsolidated VIEs in transactions accounted for as failed sales cannot be removed unilaterally by the Firm and are not generally available to the Firm. The related liabilities are also non-recourse to the Firm. In certain other failed sale transactions, the Firm has the right to remove assets or provides additional recourse through derivatives such as total return swaps, guarantees or other forms of involvement.

Carrying Value of Assets and Liabilities Related to Failed Sales

At June 30,

2017

At December 31,
2016

$ in millions

Assets

Liabilities

Assets

Liabilities

Failed sales

641

285

13. Regulatory Requirements

Regulatory Capital Framework

For a discussion of the Firm’s regulatory capital framework, see Note 14 to the consolidated financial statements in the 2016 Form 10-K.

Regulatory Capital Requirements

The Firm is required to maintain minimum risk-based and leverage capital ratios under the regulatory capital requirements. A summary of the calculations of regulatory capital,

risk-weighted assets (“RWAs”) and transition provisions follows.

Regulatory Capital

The Firm’s binding risk-based capital ratios for regulatory purposes are the lower of the capital ratios computed under the (i) standardized approaches for calculating credit risk RWAs and market risk RWAs (the “Standardized Approach”) and (ii) applicable advanced approaches for calculating credit risk, market risk and operational risk RWAs (the “Advanced Approach”).

Minimum risk-based capital ratio requirements apply to Common Equity Tier 1 capital, Tier 1 capital and Total capital. Certain adjustments to and deductions from capital are required for purposes of determining these ratios, such as goodwill, intangible assets, certain deferred tax assets, other amounts in AOCI and investments in the capital instruments of unconsolidated financial institutions. Certain of these adjustments and deductions are also subject to transitional provisions.

In addition to the minimum risk-based capital ratio requirements, on a fully phased-in basis by 2019, the Firm will be subject to:

•

A greater than 2.5% Common Equity Tier 1 capital conservation buffer;

•

The Common Equity Tier 1 global systemically important bank capital surcharge, currently at 3%; and

•

Up to a 2.5% Common Equity Tier 1 countercyclical capital buffer, currently set by U.S. banking regulators at zero (collectively, the “buffers”).

In 2017, the phase-in amount for each of the buffers is 50% of the fully phased-in buffer requirement. Failure to maintain the buffers will result in restrictions on the Firm’s ability to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers.

The methods for calculating each of the Firm’s risk-based capital ratios will change through January 1, 2022 as aspects of the capital rules are phased in. These changes may result in differences in the Firm’s reported capital ratios from one reporting period to the next that are independent of changes to its capital base, asset composition, off-balance sheet exposures or risk profile.

For a further discussion of the Firm’s calculation of risk-based capital ratios, see Note 14 to the consolidated financial statements in the 2016 Form 10-K.


		85		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

The Firm’s Regulatory Capital and Capital Ratios

At June 30, 2017 and December 31, 2016, the Firm’s binding ratios are based on the Advanced Approach transitional rules.

Regulatory Capital

At June 30, 2017

$ in millions

Amount

Ratio

Minimum
Capital
Ratio¹

Common Equity Tier 1 capital

61,604

16.6

7.3%

Tier 1 capital

70,380

19.0

8.8%

Total capital

81,025

21.9

10.8%

Tier 1 leverage²

—

8.5

4.0%

Total RWAs

370,679

N/A

Adjusted average assets³

828,365

N/A


	At December 31, 2016
$ in millions	Amount		Ratio			Minimum Capital Ratio¹
Common Equity Tier 1 capital	$	60,398		16.9	%		5.9%
Tier 1 capital		68,097		19.0	%		7.4%
Total capital		78,642		22.0	%		9.4%
Tier 1 leverage²		—		8.4	%		4.0%
Total RWAs	$	358,141		N/A			N/A
Adjusted average assets³		811,402		N/A			N/A

N/A—Not Applicable

1.	Percentages represent minimum regulatory capital ratios under the transitional rules.

2.	Tier 1 leverage ratios are calculated under the Standardized Approach transitional rules.

Adjusted average assets represent the denominator of the Tier 1 leverage ratio and are composed of the average daily balance of consolidated on-balance sheet assets under U.S. GAAP during the calendar quarter ended June 30, 2017 and December 31, 2016, respectively, adjusted for disallowed goodwill, transitional intangible assets, certain deferred tax assets, certain investments in the capital instruments of unconsolidated financial institutions and other adjustments.

U.S. Bank Subsidiaries’ Regulatory Capital and Capital Ratios

The Firm’s U.S. Bank Subsidiaries are subject to similar regulatory capital requirements as the Firm. Failure to meet minimum capital requirements can initiate certain mandatory and discretionary actions by regulators that, if undertaken, could have a direct material effect on the U.S. Bank Subsidiaries’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, each of the U.S. Bank Subsidiaries must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices.

Each U.S. depository institution subsidiary of the Firm must be well-capitalized in order for the Firm to continue to qualify as a financial holding company and to continue to engage in the broadest range of financial activities permitted

for financial holding companies. Under regulatory capital requirements adopted by the U.S. federal banking agencies, U.S. depository institutions must maintain certain minimum capital ratios in order to be considered well-capitalized. At June 30, 2017 and December 31, 2016, the Firm’s U.S. Bank Subsidiaries maintained capital at levels sufficiently in excess of the universally mandated well-capitalized requirements to address any additional capital needs and requirements identified by the U.S. federal banking regulators.

At June 30, 2017 and December 31, 2016, the U.S. Bank Subsidiaries’ binding ratios are based on the Standardized Approach transitional rules.

MSBNA’s Regulatory Capital


	At June 30, 2017
$ in millions	Amount		Ratio			Minimum Capital Ratio¹
Common Equity Tier 1 capital	$	14,526		18.5	%		6.5%
Tier 1 capital		14,526		18.5	%		8.0%
Total capital		14,807		18.9	%		10.0%
Tier 1 leverage		14,526		12.0	%		5.0%

	At December 31, 2016
$ in millions	Amount		Ratio			Minimum Capital Ratio¹
Common Equity Tier 1 capital	$	13,398		16.9	%		6.5%
Tier 1 capital		13,398		16.9	%		8.0%
Total capital		14,858		18.7	%		10.0%
Tier 1 leverage		13,398		10.5	%		5.0%

1.	Capital ratios that are required in order to be considered well-capitalized for U.S. regulatory purposes.

MSPBNA’s Regulatory Capital


	At June 30, 2017
$ in millions	Amount		Ratio			Minimum Capital Ratio¹
Common Equity Tier 1 capital	$	5,898		24.8	%		6.5%
Tier 1 capital		5,898		24.8	%		8.0%
Total capital		5,938		25.0	%		10.0%
Tier 1 leverage		5,898		10.3	%		5.0%

	At December 31, 2016
$ in millions	Amount		Ratio			Minimum Capital Ratio¹
Common Equity Tier 1 capital	$	5,589		26.1	%		6.5%
Tier 1 capital		5,589		26.1	%		8.0%
Total capital		5,626		26.3	%		10.0%
Tier 1 leverage		5,589		10.6	%		5.0%

1.	Capital ratios that are required in order to be considered well-capitalized for U.S. regulatory purposes.


June 2017 Form 10-Q		86

Notes to Consolidated Financial Statements

(Unaudited)

U.S. Broker-Dealer Regulatory Capital Requirements

MS&Co. Regulatory Capital


$ in millions	At June 30, 2017		At December 31, 2016
Net capital	$	10,388	$	10,311
Excess net capital		8,312		8,034

Morgan Stanley & Co. LLC (“MS&Co.”) is a registered U.S. broker-dealer and registered futures commission merchant and, accordingly, is subject to the minimum net capital requirements of the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Commodity Futures Trading Commission (“CFTC”). As an Alternative Net Capital broker-dealer under SEC rules, MS&Co. is subject to minimum net capital requirements, which it exceeded as presented in the previous table. In addition to these requirements, MS&Co. is required to meet capital requirements imposed by Appendix E of Rule 15c3-1, which are presented in the following table. MS&Co. has consistently operated with capital in excess of its regulatory capital requirements.


$ in millions	At June 30, 2017		At December 31, 2016
Required tentative net capital¹	$	1,000	$	1,000
Required net capital		500		500

1.	MS&Co. is required to notify the SEC in the event that its tentative net capital is less than $5 billion.

At June 30, 2017 and December 31, 2016, MS&Co. had tentative net capital in excess of the minimum and the notification requirements.

MSSB LLC Regulatory Capital


$ in millions	At June 30, 2017		At December 31, 2016
Net capital	$	2,288	$	3,946
Excess net capital		2,131		3,797

Morgan Stanley Smith Barney LLC (“MSSB LLC”) is a registered U.S. broker-dealer and introducing broker for the futures business and, accordingly, is subject to the minimum net capital requirements of the SEC. MSSB LLC has consistently operated with capital in excess of its regulatory capital requirements.

Other Regulated Subsidiaries

Morgan Stanley & Co. International plc (“MSIP”), a London-based broker-dealer subsidiary, is subject to the capital requirements of the Prudential Regulation Authority, and Morgan Stanley MUFG Securities Co., Ltd. (“MSMS”), a Tokyo-based broker-dealer subsidiary, is subject to the capital requirements of the Financial Services Agency. MSIP and MSMS have consistently operated with capital in excess of their respective regulatory capital requirements.

Certain other U.S. and non-U.S. subsidiaries of the Firm are subject to various securities, commodities and banking regulations, and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries have consistently operated with capital in excess of their local capital adequacy requirements.

14. Total Equity

Dividends and Share Repurchases

The Firm repurchased approximately $500 million of its outstanding common stock as part of the share repurchase program during the current quarter and $1,250 million during the current year period. The Firm repurchased approximately $625 million during the prior year quarter and $1,250 million in the prior year period.

On June 28, 2017, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) announced that they did not object to the Firm’s 2017 capital plan (“Capital Plan”). The Capital Plan includes the share repurchase of up to $5.0 billion of outstanding common stock for the period beginning July 1, 2017 through June 30, 2018, an increase from $3.5 billion in the 2016 Capital Plan. Additionally, the Capital Plan includes an increase in the quarterly common stock dividend to $0.25 per share from $0.20 per share, beginning with the common stock dividend declared on July 19, 2017.

Preferred Stock

For a description of Series A through Series K preferred stock issuances, see Note 15 to the consolidated financial statements in the 2016 Form 10-K. Dividends declared on the Firm’s outstanding preferred stock were $170 million during the current quarter and $156 million during the prior year quarter, and $260 million during the current year period and $234 million during the prior year period. On June 15, 2017, the Firm announced that the Board of Directors (the “Board”) declared a quarterly dividend for preferred stock shareholders of record on June 30, 2017 that was paid on July 17, 2017. The Firm is authorized to issue 30 million shares of preferred stock. The preferred stock has a preference over the common stock upon liquidation. The Firm’s preferred stock qualifies as Tier 1 capital in accordance with regulatory capital requirements (see Note 13).

Series K Preferred Stock. The Series K Preferred Stock offering (net of related issuance costs) in January 2017 resulted in proceeds of approximately $994 million.


		87		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

Preferred Stock Outstanding

$ in millions, except
per share data

Shares
Outstanding

Liquidation
Preference
per Share

Carrying Value

At June 30,
2017

At December 31,
2016

Series

44,000

25,000

1,100

1,100

C¹

519,882

1,000

408

408

34,500

25,000

862

862

34,000

25,000

850

850

20,000

25,000

500

500

52,000

25,000

1,300

1,300

40,000

25,000

1,000

1,000

60,000

25,000

1,500

1,500

40,000

25,000

1,000

—

Total

8,520

7,520

1.	Series C is composed of the issuance of 1,160,791 shares of Series C Preferred Stock to MUFG for an aggregate purchase price of $911 million, less the redemption of 640,909 shares of Series C Preferred Stock of $503 million, which were converted to common shares of approximately $705 million.

Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)


$ in millions	Foreign Currency Translation Adjustments			AFS Securities			Pensions, Postretirement and Other			DVA			Total
March 31, 2017	$	(879	)	$	(504	)	$	(474	)	$	(593	)	$	(2,450	)
OCI during the period¹		23			108			4			(173	)		(38	)
June 30, 2017	$	(856	)	$	(396	)	$	(470	)	$	(766	)	$	(2,488	)

March 31, 2016	$	(831	)	$	76		$	(373	)	$	(110	)	$	(1,238	)
OCI during the period¹		52			143			(5	)		143			333
June 30, 2016	$	(779	)	$	219		$	(378	)	$	33		$	(905	)

December 31, 2016	$	(986	)	$	(588	)	$	(474	)	$	(595	)	$	(2,643	)
OCI during the period¹		130			192			4			(171	)		155
June 30, 2017	$	(856	)	$	(396	)	$	(470	)	$	(766	)	$	(2,488	)

December 31, 2015	$	(963	)	$	(319	)	$	(374	)	$	—		$	(1,656	)
Cumulative adjustment for accounting change related to DVA²		—			—			—			(312	)		(312	)
OCI during the period¹		184			538			(4	)		345			1,063
June 30, 2016	$	(779	)	$	219		$	(378	)	$	33		$	(905)

1.	Amounts net of tax and noncontrolling interests.

In accordance with the early adoption of a provision of the accounting update Recognition and Measurement of Financial Assets and Financial Liabilities, a cumulative catch-up adjustment was recorded as of January 1, 2016 to move the cumulative unrealized DVA amount, net of noncontrolling interests and tax, related to outstanding liabilities under the fair value option election from Retained earnings into AOCI. See Note 2 to the consolidated financial statements in the 2016 Form 10-K for further information.

Period Changes in OCI Components


	Three Months Ended June 30, 2017
$ in millions	Pre-tax gain (loss)			Income tax benefit (provision)			After-tax gain (loss)			Non- controlling interests			Net
Foreign currency translation adjustments
OCI activity	$	1		$	11		$	12		$	(11	)	$	23
Reclassified to earnings		—			—			—			—			—
Net OCI	$	1		$	11		$	12		$	(11	)	$	23

Change in net unrealized gains (losses) on AFS securities
OCI activity	$	185		$	(68	)	$	117		$	—		$	117
Reclassified to earnings¹		(14	)		5			(9	)		—			(9	)
Net OCI	$	171		$	(63	)	$	108		$	—		$	108
Pension, postretirement and other
OCI activity	$	3		$	—		$	3		$	—		$	3
Reclassified to earnings¹		1			—			1			—			1
Net OCI		4			—			4			—			4
Change in net DVA
OCI activity	$	(285	)	$	99		$	(186	)	$	(10	)	$	(176	)
Reclassified to earnings¹		4			(1	)		3			—			3
Net OCI	$	(281	)	$	98		$	(183	)	$	(10	)	$	(173	)


	Three Months Ended June 30, 2016
$ in millions	Pre-tax gain (loss)			Income tax benefit (provision)			After-tax gain (loss)			Non- controlling interests		Net
Foreign currency translation adjustments
OCI activity	$	72		$	59		$	131		$	79	$	52
Reclassified to earnings		—			—			—			—		—
Net OCI	$	72		$	59		$	131		$	79	$	52

Change in net unrealized gains (losses) on AFS securities
OCI activity	$	298		$	(110	)	$	188		$	—	$	188
Reclassified to earnings¹		(70	)		25			(45	)		—		(45	)
Net OCI	$	228		$	(85	)	$	143		$	—	$	143
Pension, postretirement and other
OCI activity	$	(5	)	$	—		$	(5	)	$	—	$	(5	)
Reclassified to earnings¹		(1	)		1			—			—		—
Net OCI	$	(6	)	$	1		$	(5	)	$	—	$	(5	)
Change in net DVA
OCI activity	$	225		$	(80	)	$	145		$	2	$	143
Reclassified to earnings¹		—			—			—			—		—
Net OCI	$	225		$	(80	)	$	145		$	2	$	143


June 2017 Form 10-Q		88

Notes to Consolidated Financial Statements

(Unaudited)


	Six Months Ended June 30, 2017
$ in millions	Pre-tax gain (loss)			Income tax benefit (provision)			After-tax gain (loss)			Non- controlling interests			Net
Foreign currency translation adjustments
OCI activity	$	44		$	118		$	162		$	32		$	130
Reclassified to earnings		—			—			—			—			—
Net OCI	$	44		$	118		$	162		$	32		$	130
Change in net unrealized gains (losses) on AFS securities
OCI activity	$	322		$	(120	)	$	202		$	—		$	202
Reclassified to earnings¹		(16	)		6			(10	)		—			(10	)
Net OCI	$	306		$	(114	)	$	192		$	—		$	192
Pension, postretirement and other
OCI activity	$	3		$	—		$	3		$	—		$	3
Reclassified to earnings¹		1			—			1			—			1
Net OCI		4			—			4			—			4
Change in net DVA
OCI activity	$	(278	)	$	98		$	(180	)	$	(3	)	$	(177	)
Reclassified to earnings¹		8			(2	)		6			—			6
Net OCI	$	(270	)	$	96		$	(174	)	$	(3	)	$	(171	)


	Six Months Ended June 30, 2016²
$ in millions	Pre-tax gain (loss)			Income tax benefit (provision)			After-tax gain (loss)			Non- controlling interests		Net
Foreign currency translation adjustments
OCI activity	$	143		$	174		$	317		$	133	$	184
Reclassified to earnings		—			—			—			—		—
Net OCI	$	143		$	174		$	317		$	133	$	184
Change in net unrealized gains (losses) on AFS securities
OCI activity	$	934		$	(344	)	$	590		$	—	$	590
Reclassified to earnings¹		(82	)		30			(52	)		—		(52	)
Net OCI	$	852		$	(314	)	$	538		$	—	$	538
Pension, postretirement and other
OCI activity	$	(6	)	$	3		$	(3	)	$	—	$	(3	)
Reclassified to earnings¹		(2	)		1			(1	)		—		(1	)
Net OCI	$	(8	)	$	4		$	(4	)	$	—	$	(4	)
Change in net DVA
OCI activity	$	589		$	(215	)	$	374		$	3	$	371
Reclassified to earnings¹		(41	)		15			(26	)		—		(26	)
Net OCI	$	548		$	(200	)	$	348		$	3	$	345

Amounts reclassified to earnings related to: realized gains and losses from sales of AFS securities are classified within Other revenues in the consolidated income statements; Pension, postretirement and other are classified within Compensation and benefits expenses in the consolidated income statements; and realization of DVA are classified within Trading revenues in the consolidated income statements.

2.	Exclusive of 2016 cumulative adjustment for accounting change related to DVA.


Noncontrolling Interests

$ in millions	At June 30, 2017		At December 31 2016
Noncontrolling interests	$	1,141	$	1,127

The increase in noncontrolling interests was primarily due to the increase in net income attributable to noncontrolling interests, partially offset by deconsolidation of certain investment management funds sponsored by the Firm.

15. Earnings per Common Share

Calculation of Basic and Diluted Earnings per Common Share (“EPS”)


	Three Months Ended June 30,						Six Months Ended June 30,
in millions, except for per share data	2017			2016			2017			2016
Basic EPS
Income from continuing operations	$	1,796		$	1,650		$	3,789		$	2,810
Income (loss) from discontinued operations		(5	)		(4	)		(27	)		(7	)
Net income		1,791			1,646			3,762			2,803
Net income applicable to noncontrolling interests		34			64			75			87
Net income applicable to Morgan Stanley		1,757			1,582			3,687			2,716
Less: Preferred stock dividends and other		(170	)		(157	)		(260	)		(235	)
Earnings applicable to Morgan Stanley common shareholders	$	1,587		$	1,425		$	3,427		$	2,481
Weighted average common shares outstanding		1,791			1,866			1,796			1,875
Earnings per basic common share
Income from continuing operations	$	0.89		$	0.77		$	1.92		$	1.33
Income (loss) from discontinued operations		—			(0.01	)		(0.01	)		(0.01	)
Earnings per basic common share	$	0.89		$	0.76		$	1.91		$	1.32

Diluted EPS
Earnings applicable to Morgan Stanley common shareholders	$	1,587		$	1,425		$	3,427		$	2,481
Weighted average common shares outstanding		1,791			1,866			1,796			1,875
Effect of dilutive securities:
Stock options and RSUs¹		39			33			40			32
Weighted average common shares outstanding and common stock equivalents		1,830			1,899			1,836			1,907
Earnings per diluted common share
Income from continuing operations	$	0.87		$	0.75		$	1.88		$	1.30
Income (loss) from discontinued operations		—			—			(0.01	)		—
Earnings per diluted common share	$	0.87		$	0.75		$	1.87		$	1.30
Weighted average antidilutive RSUs and stock options (excluded from the computation of diluted EPS)¹		—			14			—			15


		89		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

1.	Restricted stock units (“RSUs”) that are considered participating securities are treated as a separate class of securities in the computation of basic EPS, and, therefore, such RSUs are not included as incremental shares in the diluted EPS computations.

16. Interest Income and Interest Expense


	Three Months Ended June 30,						Six Months Ended June 30,
$ in millions	2017			2016			2017			2016
Interest income¹
Investment securities	$	304		$	237		$	630		$	473
Loans		798			680			1,546			1,327
Interest bearing deposits with banks		67			52			122			105
Securities purchased under agreements to resell and Securities borrowed²		29			(120	)		10			(198	)
Trading assets, net of Trading liabilities³		491			526			955			1,109
Customer receivables and Other⁴		417			292			808			598
Total interest income	$	2,106		$	1,667		$	4,071		$	3,414

Interest expense¹
Deposits	$	14		$	15		$	25		$	37
Short-term and Long-term borrowings		1,067			851			2,088			1,818
Securities sold under agreements to repurchase and Securities loaned⁵		339			259			587			513
Customer payables and Other⁶		(65	)		(371	)		(151	)		(766	)
Total interest expense	$	1,355		$	754		$	2,549		$	1,602
Net interest	$	751		$	913		$	1,522		$	1,812

Interest income and Interest expense are recorded within the consolidated income statements depending on the nature of the instrument and related market conventions. When interest is included as a component of the instrument’s fair value, interest is included within Trading revenues or Investments revenues. Otherwise, it is included within Interest income or Interest expense.

2.	Includes fees paid on Securities borrowed.

3.	Interest expense on Trading liabilities is reported as a reduction to Interest income on Trading assets.

4.	Includes interest from customer receivables and cash deposited with clearing organizations or segregated under federal and other regulations or requirements.

5.	Includes fees received on Securities loaned.

6.	Includes fees received from prime brokerage customers for stock loan transactions incurred to cover customers’ short positions.

17. Employee Benefit Plans

The Firm sponsors various retirement plans for the majority of its U.S. and non-U.S. employees. The Firm provides certain other postretirement benefits, primarily health care and life insurance, to eligible U.S. employees.

Components of the Net Periodic Benefit Expense (Income) for Pension and Other Postretirement Plans


	Three Months Ended June 30,						Six Months Ended June 30,
$ in millions	2017			2016			2017			2016
Service cost, benefits earned during the period	$	4		$	4		$	8		$	8
Interest cost on projected benefit obligation		38			39			75			77
Expected return on plan assets		(29	)		(30	)		(58	)		(60	)
Net amortization of prior service credit		(4	)		(5	)		(8	)		(9	)
Net amortization of actuarial loss		4			3			8			6
Net periodic benefit expense (income)	$	13		$	11		$	25		$	22

18. Income Taxes

The Firm is under continuous examination by the Internal Revenue Service (the “IRS”) and other tax authorities in certain countries, such as Japan and the United Kingdom (“U.K.”), and in states in which it has significant business operations, such as New York. The Firm is currently at various levels of field examination with respect to audits by the IRS, as well as New York State and New York City, for tax years 2009-2012 and 2007-2014, respectively. The Firm believes that the resolution of these tax matters will not have a material effect on the annual consolidated financial statements, although a resolution could have a material impact on the consolidated income statements and effective tax rate for any period in which such resolution occurs.

In April 2016, the Firm received a notification from the IRS that the Congressional Joint Committee on Taxation approved the final report of an Appeals Office review of matters from tax years 1999-2005, and the Revenue Agent’s Report reflecting agreed closure of the 2006-2008 tax years. In March 2017, the Firm filed claims with the IRS to contest certain items, associated with tax years 1999-2005, the resolution of which is not expected to have a material impact on the annual consolidated financial statements or effective tax rate.

During 2017, the Firm expects to reach a conclusion with the U.K. tax authorities on substantially all issues through tax year 2010, the resolution of which is not expected to have a material impact on the annual consolidated financial statements or effective tax rate.

The Firm has established a liability for unrecognized tax benefits that it believes is adequate in relation to the potential for additional assessments. Once established, the Firm adjusts liabilities for unrecognized tax benefits only when new information is available or when an event occurs necessitating a change.


June 2017 Form 10-Q		90

Notes to Consolidated Financial Statements

(Unaudited)

The Firm expects to receive new information related to a multi-year IRS field audit examination that may prompt a decrease in the Firm’s recorded unrecognized tax benefits over the next 12 months. The potential change in unrecognized tax benefits is not expected to have a material impact on the Firm’s annual consolidated financial statements or effective tax rate, although it could have a material impact on

the Firm’s consolidated income statements and effective tax rate for the period in which such development occurs.

See Note 11 regarding the Dutch Tax Authority’s challenge, in the Dutch Tax Tribunal in Amsterdam (matters styled Case number 15/3637 and Case number 15/4353), of the Firm’s entitlement to certain withholding tax credits which may impact the balance of unrecognized tax benefits.

19. Segment and Geographic Information

Segment Information

For a discussion about the Firm’s business segments, see Note 21 to the consolidated financial statements in the 2016 Form 10-K.

Selected Financial Information by Business Segment


	Three Months Ended June 30, 2017
$ in millions	IS¹			WM		IM²		I/E			Total
Total non-interest revenues³	$	5,020		$	3,142	$	665	$	(75	)	$	8,752
Interest income		1,243			1,114		1		(252	)		2,106
Interest expense		1,501			105		1		(252	)		1,355
Net interest		(258	)		1,009		—		—			751
Net revenues	$	4,762		$	4,151	$	665	$	(75	)	$	9,503
Income from continuing operations before income taxes	$	1,443		$	1,057	$	142	$	—		$	2,642
Provision for income taxes		413			392		41		—			846
Income from continuing operations		1,030			665		101		—			1,796
Income (loss) from discontinued operations, net of income taxes		(5	)		—		—		—			(5	)
Net income		1,025			665		101		—			1,791
Net income applicable to noncontrolling interests		33			—		1		—			34
Net income applicable to Morgan Stanley	$	992		$	665	$	100	$	—		$	1,757

	Three Months Ended June 30, 2016
$ in millions	IS⁴			WM⁴		IM²		I/E			Total
Total non-interest revenues³	$	4,496		$	2,982	$	581	$	(63	)	$	7,996
Interest income		966			920		3		(222	)		1,667
Interest expense		884			91		1		(222	)		754
Net interest		82			829		2		—			913
Net revenues	$	4,578		$	3,811	$	583	$	(63	)	$	8,909
Income from continuing operations before income taxes	$	1,506		$	859	$	118	$	—		$	2,483
Provision for income taxes		453			343		37		—			833
Income from continuing operations		1,053			516		81		—			1,650
Income (loss) from discontinued operations, net of income taxes		(4	)		—		—		—			(4	)
Net income		1,049			516		81		—			1,646
Net income applicable to noncontrolling interests		61			—		3		—			64
Net income applicable to Morgan Stanley	$	988		$	516	$	78	$	—		$	1,582



	Six Months Ended June 30, 2017
$ in millions	IS¹			WM		IM²			I/E			Total
Total non-interest revenues³	$	10,399		$	6,206	$	1,273		$	(152	)	$	17,726
Interest income		2,367			2,193		2			(491	)		4,071
Interest expense		2,852			190		1			(494	)		2,549
Net interest		(485	)		2,003		1			3			1,522
Net revenues	$	9,914		$	8,209	$	1,274		$	(149	)	$	19,248
Income from continuing operations before income taxes	$	3,173		$	2,030	$	245		$	2		$	5,450
Provision for income taxes		872			718		71			—			1,661
Income from continuing operations		2,301			1,312		174			2			3,789
Income (loss) from discontinued operations, net of income taxes		(27	)		—		—			—			(27	)
Net income		2,274			1,312		174			2			3,762
Net income applicable to noncontrolling interests		68			—		7			—			75
Net income applicable to Morgan Stanley	$	2,206		$	1,312	$	167		$	2		$	3,687

	Six Months Ended June 30, 2016
$ in millions	IS⁴			WM⁴		IM²			I/E			Total
Total non-interest revenues³	$	8,141		$	5,819	$	1,059		$	(130	)	$	14,889
Interest income		2,019			1,834		4			(443	)		3,414
Interest expense		1,868			174		3			(443	)		1,602
Net interest		151			1,660		1			—			1,812
Net revenues	$	8,292		$	7,479	$	1,060		$	(130	)	$	16,701
Income from continuing operations before income taxes	$	2,414		$	1,645	$	162		$	—		$	4,221
Provision for income taxes		728			636		47			—			1,411
Income from continuing operations		1,686			1,009		115			—			2,810
Income (loss) from discontinued operations, net of income taxes		(7	)		—		—			—			(7	)
Net income		1,679			1,009		115			—			2,803
Net income (loss) applicable to noncontrolling interests		100			—		(13	)		—			87
Net income applicable to Morgan Stanley	$	1,579		$	1,009	$	128		$	—		$	2,716

IS—Institutional Securities

WM—Wealth Management

IM—Investment Management

I/E—Intersegment eliminations


		91		June 2017 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)

1.	In the current quarter, the Firm recorded a provision of $86 million for potential additional value-added tax, interest and penalties in relation to certain intercompany service activities provided to our U.K. Group.

The Firm waives a portion of its fees from certain registered money market funds that comply with the requirements of Rule 2a-7 of the Investment Company Act of 1940. These fee waivers resulted in a reduction of fees of approximately $23 million and $12 million for the current quarter and prior year quarter, respectively, and $45 million and $35 million for the current year period and prior year period, respectively.

In certain management fee arrangements, the Firm is entitled to receive performance-based fees (also referred to as incentive fees and includes carried interest) when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, performance fee revenues are accrued (or reversed) quarterly based on measuring account/fund performance to date versus the performance benchmark stated in the investment management agreement. The Firm’s portion of net unrealized cumulative performance-based fees (for which the Firm is not obligated to pay compensation) at risk of reversing if fund performance falls below stated investment management agreement benchmarks was approximately $469 million and $397 million at June 30, 2017 and December 31, 2016, respectively. See Note 11 for information regarding general partner guarantees, which include potential obligations to return performance fee distributions previously received.

Total Assets by Business Segment


$ in millions	At June 30, 2017		At December 31, 2016
Institutional Securities	$	665,603	$	629,149
Wealth Management		170,735		181,135
Investment Management		4,678		4,665
Total¹	$	841,016	$	814,949

1.	Corporate assets have been fully allocated to the business segments.

Geographic Information

For a discussion about the Firm’s geographic net revenues, see Note 21 to the consolidated financial statements in the 2016 Form 10-K.

Net Revenues by Region


	Three Months Ended June 30,				Six Months Ended June 30,
$ in millions	2017		2016		2017		2016
Americas	$	6,746	$	6,538	$	13,834	$	12,290
EMEA		1,606		1,312		3,095		2,441
Asia-Pacific		1,151		1,059		2,319		1,970
Net revenues	$	9,503	$	8,909	$	19,248	$	16,701

20. Subsequent Events

The Firm has evaluated subsequent events for adjustment to or disclosure in the consolidated financial statements through the date of this report and has not identified any recordable or disclosable events not otherwise reported in these consolidated financial statements or the notes thereto.


June 2017 Form 10-Q		92

Financial Data Supplement (Unaudited)

Average Balances and Interest Rates and Net Interest Income


	Three Months Ended June 30,
	2017								2016
$ in millions	Average Daily Balance		Interest			Annualized Average Rate			Average Daily Balance		Interest			Annualized Average Rate
Interest earning assets¹
Investment securities²	$	74,855	$	304			1.6	%	$	78,233	$	237			1.2	%
Loans²		96,230		798			3.3			89,344		680			3.1
Interest bearing deposits with banks²		19,555		67			1.4			29,250		52			0.7
Securities purchased under agreements to resell and Securities borrowed^3:
U.S.		129,845		140			0.4			157,223		(64	)		(0.2	)
Non-U.S.		90,200		(111	)		(0.5	)		82,863		(56	)		(0.3	)
Trading assets, net of Trading liabilities^4:
U.S.		60,963		476			3.1			49,914		459			3.7
Non-U.S.		3,409		15			1.8			12,447		67			2.2
Customer receivables and Other^5:
U.S.		48,330		292			2.4			46,144		233			2.0
Non-U.S.		25,863		125			1.9			21,655		59			1.1
Total	$	549,250	$	2,106			1.5	%	$	567,073	$	1,667			1.2	%
Interest bearing liabilities¹
Deposits²	$	146,982	$	14			—	%	$	154,835	$	15			—	%
Short-term and Long-term borrowings^{2, 6}		180,918		1,067			2.4			164,061		851			2.1
Securities sold under agreements to repurchase and Securities loaned^7:
U.S.		35,066		245			2.8			31,412		141			1.8
Non-U.S.		36,974		94			1.0			31,729		118			1.5
Customer payables and Other^8:
U.S.		130,814		(98	)		(0.3	)		126,988		(335	)		(1.1	)
Non-U.S.		64,135		33			0.2			65,603		(36	)		(0.2	)
Total	$	594,889	$	1,355			0.9		$	574,628	$	754			0.5
Net interest income and net interest rate spread			$	751			0.6	%			$	913			0.7	%


		93		June 2017 Form 10-Q

Financial Data Supplement (Unaudited)

Average Balances and Interest Rates and Net Interest Income


	Six Months Ended June 30,
	2017								2016
$ in millions	Average Daily Balance		Interest			Annualized Average Rate			Average Daily Balance		Interest			Annualized Average Rate
Interest earning assets¹
Investment securities²	$	77,758	$	630			1.6	%	$	76,999	$	473			1.2	%
Loans²		95,799		1,546			3.3			87,979		1,327			3.0
Interest bearing deposits with banks²		19,928		122			1.2			30,514		105			0.7
Securities purchased under agreements to resell and Securities borrowed^3:
U.S.		128,775		216			0.3			154,488		(126	)		(0.2	)
Non-U.S.		92,354		(206	)		(0.4	)		84,499		(72	)		(0.2	)
Trading assets, net of Trading liabilities^4:
U.S.		58,390		922			3.2			48,827		957			4.0
Non-U.S.		2,630		33			2.5			13,386		152			2.3
Customer receivables and Other^5:
U.S.		48,173		586			2.5			47,400		468			2.0
Non-U.S.		25,664		222			1.7			22,092		130			1.2
Total	$	549,471	$	4,071			1.5	%	$	566,184	$	3,414			1.2	%
Interest bearing liabilities¹
Deposits²	$	150,309	$	25			—	%	$	156,893	$	37			—	%
Short-term and Long-term borrowings^{2, 6}		175,937		2,088			2.4			162,059		1,818			2.3
Securities sold under agreements to repurchase and Securities loaned^7:
U.S.		35,199		417			2.4			31,635		271			1.7
Non-U.S.		37,654		170			0.9			28,144		242			1.7
Customer payables and Other^8:
U.S.		130,836		(183	)		(0.3	)		125,943		(704	)		(1.1	)
Non-U.S.		60,160		32			0.1			65,055		(62	)		(0.2	)
Total	$	590,095	$	2,549			0.9		$	569,729	$	1,602			0.6
Net interest income and net interest rate spread			$	1,522			0.6	%			$	1,812			0.6	%

1.	Certain revisions have been made to prior periods to conform to the current presentation.

2.	Amounts include primarily U.S. balances.

3.	Includes fees paid on Securities borrowed.

4.	Trading assets, net of Trading liabilities exclude non-interest earning assets and non-interest bearing liabilities, such as equity securities.

5.	Includes interest from customer receivables and cash deposited with clearing organizations or segregated under federal and other regulations or requirements.

6.	The Firm also issues structured notes that have coupon or repayment terms linked to the performance of debt or equity securities, indices, currencies or commodities, which are recorded within Trading revenues (see Note 3 to the consolidated financial statements).

7.	Includes fees received on Securities loaned.

8.	Includes fees received from prime brokerage customers for stock loan transactions incurred to cover customers’ short positions.


June 2017 Form 10-Q		94

Financial Data Supplement (Unaudited)

Rate/Volume Analysis

Effect of Volume and Rate Changes on Net Interest Income


	Three Months Ended June 30, 2017 versus Three Months Ended June 30, 2016									Six Months Ended June 30, 2017 versus Six Months Ended June 30, 2016
	Increase (decrease) due to change in:									Increase (decrease) due to change in:
$ in millions	Volume			Rate			Net Change			Volume			Rate			Net Change
Interest earning assets
Investment securities	$	(10	)	$	77		$	67		$	5		$	152		$	157
Loans		52			66			118			118			101			219
Interest bearing deposits with banks		(17	)		32			15			(37	)		54			17
Securities purchased under agreements to resell and Securities borrowed:
U.S.		11			193			204			20			322			342
Non-U.S.		(5	)		(50	)		(55	)		(7	)		(127	)		(134	)
Trading assets, net of Trading liabilities:
U.S.		101			(84	)		17			186			(221	)		(35	)
Non-U.S.		(49	)		(3	)		(52	)		(122	)		3			(119	)
Customer receivables and Other:
U.S.		11			48			59			8			110			118
Non-U.S.		11			55			66			21			71			92
Change in interest income	$	105		$	334		$	439		$	192		$	465		$	657
Interest bearing liabilities
Deposits	$	(1	)	$	—		$	(1	)	$	(2	)	$	(10	)	$	(12	)
Short-term and Long-term borrowings		88			128			216			156			114			270
Securities sold under agreements to repurchase and Securities loaned:
U.S.		16			88			104			31			115			146
Non-U.S.		19			(43	)		(24	)		82			(154	)		(72	)
Customer payables and Other:
U.S.		(10	)		247			237			(26	)		547			521
Non-U.S.		1			68			69			5			89			94
Change in interest expense	$	113		$	488		$	601		$	246		$	701		$	947
Change in net interest income	$	(8	)	$	(154	)	$	(162	)	$	(54	)	$	(236	)	$	(290	)


		95		June 2017 Form 10-Q

Other Information

Legal Proceedings

The following new matters and developments have occurred since previously reporting certain matters in the Firm’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”) and the Firm’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 (the “First Quarter Form 10-Q”). See also the disclosures set forth under “Legal Proceedings” in Part I, Item 3 of the Form 10-K and Part II, Item 1 of the First Quarter Form 10-Q.

Residential Mortgage and Credit Crisis Related Matters

On April 13, 2017, the Appellate Division, First Department, denied plaintiff’s motion for leave to appeal to the New York Court of Appeals in Federal Housing Finance Agency, as Conservator for the Federal Home Loan Mortgage Corporation, on behalf of the Trustee of the Morgan Stanley ABS Capital I Inc. Trust, Series 2007-NC1 (MSAC 2007-NC1) v. Morgan Stanley ABS Capital I Inc.

On April 13, 2017, the Appellate Division, First Department, denied plaintiff’s motion for leave to appeal to the New York Court of Appeals in Federal Housing Finance Agency, as Conservator for the Federal Home Loan Mortgage Corporation, on behalf of the Trustee of the Morgan Stanley ABS Capital I Inc. Trust, Series 2007-NC3 (MSAC 2007-NC3) v. Morgan Stanley ABS Capital I Inc.

On April 21, 2017 the parties to Morgan Stanley Mortgage Loan Trust 2006-13ARX v. Morgan Stanley Mortgage Capital Holdings LLC, as successor in interest to Morgan Stanley Mortgage Capital Inc. reached an agreement in principle to settle the litigation.

On May 8, 2017, the Firm moved for summary judgment in Deutsche Bank National Trust Company v. Morgan Stanley Mortgage Capital Holdings LLC.

On May 12, 2017, plaintiff filed a notice of appeal of the decision and order by the Supreme Court of the State of New York, which granted the Firm’s motion to dismiss the amended complaint in Royal Park Investments SA/NV v. Morgan Stanley et al.

On May 30, 2017, the parties in Morgan Stanley Mortgage Loan Trust 2006-4SL, et al. v. Morgan Stanley Mortgage Capital Inc. and Morgan Stanley Mortgage Loan Trust 2006-10SL, et al. v. Morgan Stanley Mortgage Capital Holdings LLC, as successor in interest to Morgan Stanley Mortgage Capital Inc. reached an agreement in principle to settle the litigation.

On June 20, 2017, the Appellate Division, First Department, affirmed the order granting in part and denying in part the Firm’s motion to dismiss in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. On July 28, 2017, the Firm filed a motion for leave to appeal that decision to the New York Court of Appeals.

Following the reversal on appeal of the Court’s order granting defendants’ motion to dismiss on November 17, 2016, on June 15, 2017, plaintiffs in Phoenix Light SF Limited, et al. v. Morgan Stanley, et al. filed a second amended complaint. On July 7, 2017, the court so-ordered a stipulation of partial discontinuance dismissing claims relating to certificates having an original face value of approximately $76 million.

On July 11, 2017, the Appellate Division, First Department, affirmed in part and reversed in part, an order granting in part and denying in part the Firm’s motion to dismiss in Wilmington Trust Company v. Morgan Stanley Mortgage Capital Holdings LLC et al.

European Matters

On July 17, 2017, the court in Parma, Italy presiding over the criminal trial against certain present and former employees of the Firm related to the bankruptcy of Parmalat in 2003 issued a decision acquitting the present and former employees of all of the charges pending against them.

On May 31, 2017, Land Salzburg received parliamentary approval for the resolution of all claims in the actions styled Land Salzburg v. Morgan Stanley & Co. International plc and Morgan Stanley Capital Services LLC and Morgan Stanley & Co. International plc v. Land Salzburg.

On July 3, 2017, the Firm was informed that the public prosecutor for the Court of Accounts for the Republic of Italy filed a claim against the Firm styled Case No. 2012/00406/MNV, which is pending in the Regional Prosecutor’s Office at the Judicial Section of the Court of Auditors for Lazio, Italy. The claim relates to certain derivative transactions between the Republic of Italy and the Firm. The transactions were originally entered into between 1999 and 2005, and were terminated in December 2011 and January 2012. The claim alleges, inter alia, that the Firm was acting as an agent of the Republic of Italy, that the derivative transactions were improper and that the termination of the transactions was also improper and asserts claims for damages through an administrative process against the Firm for €2.76 billion. The Firm does not agree with these allegations. A hearing regarding this matter has been scheduled for April 19, 2018.

In matters styled Case number 15/3637 and Case number 15/4353, the Dutch Tax Authority (“Dutch Authority”) is


June 2017 Form 10-Q		96

challenging in the Dutch Tax Tribunal in Amsterdam the prior set-off by the Firm of approximately €124 million (plus accrued interest) of withholding tax credits against the Firm’s corporation tax liabilities for the tax years 2007 to 2013. The Dutch Authority alleges that the Firm was not entitled to receive the withholding tax credits on the basis, inter alia, that a Firm subsidiary did not hold legal title to certain securities subject to withholding tax on the relevant dates. The Dutch Authority has also alleged that the Firm failed to provide certain information to the Dutch Authority and keep adequate books and records. The Firm does not agree with these allegations. A hearing regarding this matter has been scheduled on September 19, 2017.

Other

Beginning in February of 2016, the Firm was named as a defendant in multiple purported antitrust class actions now consolidated into a single proceeding in the United States District Court for the Southern District of New York styled In Re: Interest Rate Swaps Antitrust Litigation. Plaintiffs allege, inter alia, that the Firm, together with a number of other financial institution defendants violated United States and

New York state antitrust laws from 2008 through December of 2016 in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for interest rates swaps trading. Complaints were filed both on behalf of a purported class of investors who purchased interest rates swaps from defendants, as well as on behalf of two swap execution facilities that allegedly were thwarted by the defendants in their efforts to develop such platforms. The consolidated complaints seek, among other relief, certification of the investor class of plaintiffs and treble damages. On July 28, 2017, the court granted in part and denied in part the defendants’ motion to dismiss the complaints.

On June 2, 2015, the Firm submitted to the Environmental Protection Agency (“EPA”) a self-disclosure that certain reformulated blendstock the Firm blended and sold during 2013 and 2014 potentially did not meet the applicable volatile organic compound reduction standards of the EPA’s Phase II Reformulated Gasoline standard. On July 7, 2017, the EPA made a settlement demand of approximately $1 million. Further discussions between the parties are ongoing.


		97		June 2017 Form 10-Q

Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the information with respect to purchases made by or on behalf of the Firm of its common stock during the quarterly period ended June 30, 2017.

Issuer Purchases of Equity Securities

$ in millions, except per share data

Total Number of

Shares
Purchased

Average Price

Paid Per Share

Total Number of

Shares Purchased

as Part of Publicly
Announced Plans
or Programs¹

Approximate
Dollar Value of

Shares that May

Yet be Purchased
Under the Plans
or Programs

Month #1 (April 1, 2017—April 30, 2017)

Share Repurchase Program²

1,050,000

43.04

1,050,000

455

Employee transactions³

1,049,776

40.86

—

Month #2 (May 1, 2017—May 31, 2017)

Share Repurchase Program²

5,728,000

42.89

5,728,000

209

Employee transactions³

82,728

43.36

—

Month #3 (June 1, 2017—June 30, 2017)

Share Repurchase Program²

4,765,281

43.89

4,765,281

5,000

Employee transactions³

29,687

42.57

—

Quarter ended at June 30, 2017

Share Repurchase Program²

11,543,281

43.32

11,543,281

5,000

Employee transactions³

1,162,191

41.09

—

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

The Firm’s Board of Directors has authorized the repurchase of the Firm’s outstanding stock under a share repurchase program (the “Share Repurchase Program”). The Share Repurchase Program is a program for capital management purposes that considers, among other things, business segment capital needs, as well as equity-based compensation and benefit plan requirements. The Share Repurchase Program has no set expiration or termination date. Share repurchases by the Firm are subject to regulatory approval. On June 28, 2017, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) announced that they did not object to our 2017 capital plan, which included a share repurchase of up to $5.0 billion of the Firm’s outstanding common stock during the period beginning July 1, 2017 through June 30, 2018. During the three months ended June 30, 2017, the Firm repurchased approximately $500 million of the Firm’s outstanding common stock as part of its Share Repurchase Program. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Management”.

3.	Includes shares acquired by the Firm in satisfaction of the tax withholding obligations on stock-based awards and the exercise of stock options granted under the Firm’s stock-based compensation plans.

Exhibits

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


June 2017 Form 10-Q		98

SIGNATURES

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


MORGAN STANLEY (Registrant)

By:		/S/ JONATHAN PRUZAN
		Jonathan Pruzan Executive Vice President and Chief Financial Officer

By:		/S/ PAUL C. WIRTH
		Paul C. Wirth Deputy Chief Financial Officer

Date: August 3, 2017


		99		June 2017 Form 10-Q

Exhibit Index

Morgan Stanley

Quarter Ended June 30, 2017


Exhibit No.		Description

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

15		Letter of awareness from Deloitte & Touche LLP, dated August 3, 2017, concerning unaudited interim financial information.

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

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

32.1		Section 1350 Certification of Chief Executive Officer.

32.2		Section 1350 Certification of Chief Financial Officer.

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Income Statements—Three Months and Six Months Ended June 30, 2017 and 2016, (ii) the Consolidated Comprehensive Income Statements—Three Months and Six Months Ended June 30, 2017 and 2016, (iii) the Consolidated Balance Sheets—June 30, 2017 and December 31, 2016, (iv) the Consolidated Statements of Changes in Total Equity—Six Months Ended June 30, 2017 and 2016, (v) the Consolidated Cash Flow Statements—Six Months Ended June 30, 2017 and 2016, and (vi) Notes to Consolidated Financial Statements (unaudited).

E-1