0000895421 us-gaap:FairValueInputsLevel2Member us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-300000895421ms:AOCIDebtValuationAdjustmentIncludingNoncontrollingInterestMember2020-01-012020-09-30

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 September 30, 20202021
Commission File Number 1-11758
ms-20210930_g1.jpg
(Exact name of Registrant as specified in its charter)
 
Delaware1585 Broadway36-3145972(212)761-4000
(State or other jurisdiction of
incorporation or organization)
New York,NY10036(I.R.S. Employer Identification No.)(Registrant’s telephone number, including area code)
(Address of principal executive offices, including zip code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of exchange on
which registered
Common Stock, $0.01 par valueMSNew York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Floating RateMS/PANew York Stock Exchange
Non-Cumulative Preferred Stock, Series A, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating RateMS/PENew York Stock Exchange
Non-Cumulative Preferred Stock, Series E, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating RateMS/PFNew York Stock Exchange
Non-Cumulative Preferred Stock, Series F, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating RateMS/PINew York Stock Exchange
Non-Cumulative Preferred Stock, Series I, $0.01 par value
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating RateMS/PKNew York Stock Exchange
Non-Cumulative Preferred Stock, Series K, $0.01 par value
DepositoryDepositary Shares, each representing 1/1000th interest in a share of 4.875%MS/PLNew York Stock Exchange
Non-Cumulative Preferred Stock, Series L, $0.01 par value
Depositary Shares, each representing 1/1000th interest in a share of 4.250%MS/PONew York Stock Exchange
Non-Cumulative Preferred Stock, Series O, $0.01 par value
Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026MS/26CNew York Stock Exchange
of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto)
Morgan Stanley Cushing® MLP High Income Index ETNs due March 21, 2031MLPYNYSE Arca, Inc.
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 every Interactive Data File required to be submitted 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 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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging 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 October 30, 2020,29, 2021, there were 1,809,198,2481,794,411,954 shares of the Registrant’s Common Stock, par value $0.01 per share, outstanding.



QUARTERLY REPORT ON FORM 10-Q
For the quarter ended September 30, 20202021
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i

i


Available Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website, 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 website.
Our website 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 (“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 website, 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-governanceand, our sustainability initiatives at www.morganstanley.com/about-us/sustainability-at-morgan-stanley.sustainability-at-morgan-stanley and our commitment to diversity and inclusion at www.morganstanley.com/about-us/diversity. Our webpages include:
 
Amended and Restated Certificate of Incorporation;
Amended and Restated Bylaws;
Charters for our Audit Committee, Compensation, Management Development and Succession Committee, Nominating and Governance Committee, Operations and Technology Committee, and Risk Committee;
Corporate Governance Policies;
Policy Regarding Corporate Political Activities;
Policy Regarding Shareholder Rights Plan;
Equity Ownership Commitment;
Code of Ethics and Business Conduct;
Code of Conduct;
Integrity Hotline Information;
Environmental and Social Policies; and
Sustainability Report.
Amended and Restated Certificate of Incorporation;
Amended and Restated Bylaws;
Charters for our Audit Committee, Compensation, Management Development and Succession Committee, Nominating and Governance Committee, Operations and Technology Committee, and Risk Committee;
Corporate Governance Policies;
Policy Regarding Corporate Political Activities;
Policy Regarding Shareholder Rights Plan;
Equity Ownership Commitment;
Code of Ethics and Business Conduct;
Code of Conduct;
Integrity Hotline Information;
Environmental and Social Policies;
Sustainability Report;
Task Force on Climate-related Financial Disclosures Report; and
Diversity and Inclusion Report.
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 website. 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 website is not incorporated by reference into this report.

ii


Risk Factors
In addition to “Risk Factors” in Part I, Item 1A of the 2019 Form 10-K, please refer to the risk factors under Item 8.01 “Other Matters” in each of the the Current Reports on Form 8-K filed with the SEC on April 16, 2020 and October 2, 2020, respectively.

1iiSeptember 2020 Form 10-Q


Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
Morgan Stanley 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. Disclosures reflect the effects of the acquisitions of E*TRADE Financial Corporation (“E*TRADE”) and Eaton Vance Corp. (“Eaton Vance”) prospectively from the acquisition dates, October 2, 2020 and March 1, 2021, respectively. See the “Glossary of Common Terms and Acronyms” for the definition of certain terms and acronyms used throughout this Form 10-Q.
A description of the clients and principal products and services of each of our business segments is as follows:
Institutional Securities provides investment banking, salesa variety of products 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. SalesOur Equity and trading servicesFixed Income businesses include sales, financing, prime brokerage, market-making, Asia wealth management services and market-making activities in the equity and fixed income businesses.certain business-related investments. Lending activities include originating corporate loans and commercial real estate loans, providing secured lending facilities, and extending securities-based and other financing to sales and trading customers. Other activities include Asia wealth management services, investments and research.
Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses and institutions covering: financial advisor-led brokerage and investment advisory services; self-directed brokerage services; financial and wealth planning services; workplace services including stock plan administration services;administration; annuity and insurance products; securities-based lending, residential real estate loans 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, which are offered through a variety of investment vehicles, include equity, fixed income, alternatives and solutions, and liquidity and alternative/other products.overlay services. 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 generally served through intermediaries, including affiliated and non-affiliated distributors.
Management’s Discussion and Analysis includes certain metrics whichthat we believe to be useful to us, investors, analysts and other stakeholders by providing further transparency about, or an additional means of assessing, our financial condition and operating results. Such metrics, when used, are defined and may be different from or inconsistent with metrics used by other companies.
The results of operations in the past have been, and in the future may continue to be, materially affected by: competition; risk factors; legislative, legal and regulatory developments; and 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,” “Business—Competition,” “Business—Supervision and Regulation,” and “Risk Factors” herein and in the 20192020 Form 10-K, and “Liquidity and Capital Resources—Regulatory Requirements” herein. In addition, see “Executive Summary” herein and “Risk Factors” for information on the current and possible future effects of the COVID-19 pandemic on our results.


September 20202021 Form 10-Q21

Management’s Discussion and Analysis
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Executive Summary
Overview of Financial Results
Consolidated Results—Three Months Ended September 30, 20202021
Firm Netnet revenues were up 16%of $14.8 billion and Netnet income applicable to Morgan Stanley was upof $3.7 billion increased more than 25%, from the prior year quarter, reflecting strengthstrong performance across all business segments and resulting inregions.
The Firm delivered an annualized ROTCE of 15.0%19.6% or 20.2% excluding the impact of integration-related expenses (see “Non-GAAP“Selected Non-GAAP Financial Measures”Information” herein).
Institutional Securities Net revenuesThe Firm expense efficiency ratio was 67% or 66% excluding the impact of $6,062 million increased as a result of higher sales and trading and strength in equity underwriting.integration-related expenses (see “Selected Non-GAAP Financial Information” herein).
Wealth Management delivered pre-tax income of $1.1 billion with a pre-tax profit margin of 24%, reflecting strong fee-based flows and increased loan and deposit balances.
Investment Management reported long-term net flows of $10.4 billion and AUM of $715 billion driving revenue growth of 38%.
Our provision for credit losses on loans and lending commitments was $111 million.
At September 30, 2020,2021, our standardized Common Equity Tier 1 capital ratio was 17.4%16.0%.
Strategic TransactionsInstitutional Securities Net revenues of $7.5 billion reflect record Investment Banking revenues, led by Advisory, continued strong performance in Equity, and solid results in Fixed income.
Wealth Management delivered a pre-tax margin of 25.8% or 27.7% excluding integration-related expenses (see “Selected Non-GAAP Financial Information” herein). Results reflect record asset management revenues, continued growth in bank lending. The business added record net new assets of $135 billion representing a year-to-date 10% annualized growth rate from beginning period assets.
Investment Management results reflect an increase in fee-based asset management revenues on AUM of $1.5 trillion.
On October 2, 2020, we completed the acquisition of E*TRADE Financial Corporation (“E*TRADE”). For further information, see “Business Segments—Wealth Management.”
On October 8, 2020, we entered into a definitive agreement under which we will acquire Eaton Vance Corp. (“Eaton Vance”), subject to customary closing conditions. For further information, see “Business Segments—Investment Management.”
Net Revenues1
($ in millions)
netrevenuesa.jpgms-20210930_g2.jpg
1.Certain prior period amounts have been reclassified to conform to the current presentation. See “Business Segments” herein and Note 1 to the financial statements for more information.


Net Income Applicable to Morgan Stanley
($ in millions)
netincomea.jpgms-20210930_g3.jpg
Earnings per Diluted Common Share1
ms-20210930_g4.jpg
1.eps2.jpgAdjusted Diluted EPS for the current quarter and the current year period were $2.04 and $6.15, respectively (see “Selected Non-GAAP Financial Information” herein).

We reported net revenues of $11,657 million$14.8 billion in the quarter ended September 30, 2021 (“current quarter,” or “3Q 2021”), compared with $11.7 billion in the quarter ended September 30, 2020 (“current quarter,” or “3Q 2020”), compared with $10,032 million in the quarter ended September 30, 2019 (“prior year quarter,” or “3Q 2019”2020”). For the current quarter, net income applicable to Morgan Stanley was $2,717 million,$3.7 billion, or $1.66$1.98 per diluted common share, compared with $2,173 million$2.7 billion or $1.27$1.66 per diluted common share, in the prior year quarter.
We reported net revenues of $34,558 million$45.2 billion in the nine months ended September 30, 20202021 (“current year period,” or “YTD 2020”2021”), compared with $30,562 million$35.2 billion in the period ended September 30, 20192020 (“prior year period,” or “YTD 2019”2020”). For the current year period, net income applicable to Morgan Stanley was $7,611 million,$11.3 billion, or $4.62$6.02 per diluted common share, compared with $6,803 million$7.6 billion or $3.89$4.62 per diluted common share, in the prior year period.


32September 20202021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg

Non-interest Expenses1, 2
($ in millions)
noninterestexpensesqtda.jpg
noninterestexpensesytda.jpg
1.The percentages on the bars in the chart represent the contribution of compensation and benefits expenses and non-compensation expenses to the total.
Current Quarterms-20210930_g5.jpg

ms-20210930_g6.jpg
1.The percentages on the bars in the chart represent the contribution of compensation and benefits expenses and non-compensation expenses to the total.
2.Certain prior period amounts have been reclassified to conform to the current presentation. See “Business Segments” herein and Note 1 to the financial statements for more information.
Compensation and benefits expenses of $5,086$5,920 million in the current quarter increased 15%16% from the prior year quarter, primarily as a result of increases in discretionary incentive compensation and the formulaic payout to Wealth Management representatives, incremental compensation as a result of the E*TRADE and Eaton Vance acquisitions, higher discretionary incentive compensation driven by higher revenues, and higher salaries on increased headcount, partially offset by lower expenses related to certain deferred compensation plans linked to investment performance.
Compensation and benefits expenses of $19,141 million in the current year period increased 24% from the prior year period, primarily as a result of an increase in the formulaic payout to Wealth Management representatives, incremental compensation as a result of the E*TRADE and Eaton Vance acquisitions, higher discretionary incentive compensation driven by revenues, higher expenses related to certain deferred compensation plans linked to investment performance.the Firm's share price, and higher salaries on increased headcount.
Non-compensation expenses of $3,084$3,935 million in the current quarter increased 7%30% from the prior year quarter, primarily due to incremental expenses as a result of the E*TRADE and Eaton Vance acquisitions, in addition to higher volume-related expenses and increased information processing and communication expenses, partially offset by a decreaseinvestments in marketing and business development expenses.
technology.
Current Year Period
Compensation and benefitsNon-compensation expenses of $15,404$11,307 million in the current year period increased 13%25% from the prior year period, primarily driven by incremental expenses as a result of increasesthe E*TRADE and Eaton Vance acquisitions, higher volume-related expenses, increased investments in discretionary incentive compensationtechnology and the formulaic payout to Wealth Management representatives, driven by higher revenues,professional services expenses, partially offset by lower compensation associated with carried interestlitigation expenses.
Provision for Credit Losses
The Provision for credit losses on loans and certain deferred compensation plans linkedlending commitments in the current quarter was $24 million, primarily driven by growth in corporate lending commitments. The Provision for credit losses on loans and lending commitments of $111 million in the prior year quarter was primarily driven by the risks related to investment performance.vulnerable sectors and higher downgrade sensitivity, and changes in asset quality trends.
Non-compensation expenses of $9,166 million in the current year period increased 9% from the prior year period, primarily as a result of higher volume-related expenses, an increase in the provision for credit losses for lending commitments and off-balance sheet instruments, and increased information processing and communication expenses. These increases were partially offset by a decrease in marketing and business development expenses.The Provision for credit losses on loans and lending commitments in the current year period was flat, primarily as a result of paydowns on corporate loans, including by lower-rated borrowers, offset by the provision for one secured lending facility in the second quarter of 2021. The Provision for credit losses on loans and lending commitments of $757 million in the prior year period was primarily driven by the risks related to vulnerable sectors and higher downgrade sensitivity, changes in asset quality trends, and deterioration in the expected macroeconomic environment at that time.
For further information on the Provision for credit losses, see “Credit Risk” herein.
Income Taxes
The currentFirm’s effective tax rate of 23.6% is higher than the prior year quarter which included intermittenta net discrete tax benefits of $113 million, principally associated withbenefit from the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of tax examinations in certain jurisdictions. The prior year quarter included intermittent net discrete tax benefits of $89 million primarily associated with the filing of the 2018 federal tax return and the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of multi-jurisdiction tax examinations.
The current year period included intermittent net discrete tax benefits of $10 million. The prior year period included intermittent net discrete tax benefits of $190 million, primarily associated with the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of multi-jurisdiction tax examinations and other matters. For further information, see “Supplemental Financial Information—Income Tax Matters”
herein.

September 20202021 Form 10-Q43

Management’s Discussion and Analysis
ms-20210930_g1.jpg

Business Segment Results
Net Revenues by Segment1, 2
($ in millions)
segmentrevenueqtda01.jpgms-20210930_g7.jpg

segmentrevenueytd.jpg
ms-20210930_g8.jpg


Net Income Applicable to Morgan Stanley by Segment1
($ in millions)

segmentincomeqtda01.jpgms-20210930_g9.jpg


segmentincomeytda02.jpg
1.
ms-20210930_g10.jpg
1.The percentages on the bars in the charts represent the contribution of each business segment to the total of the applicable financial category and may not sum to 100% due to intersegment eliminations. See Note 20 to the financial statements for details of intersegment eliminations.
2.Certain prior period amounts have been reclassified to conform to the current presentation. See “Business Segments” herein and Note 1 to the financial statements for more information.
Current Quarter
Institutional Securities net revenues of $6,062 million in the current quarter increased 21% from the prior year quarter primarily due to higher sales and trading and equity underwriting revenues.
Wealth Management net revenues of $4,657$7,495 million in the current quarter increased 7% principally22% from the prior year quarter, primarily reflecting higher Advisory and Equity business revenues. Net revenues of $23,164 million in the current year period increased 19% from the prior year period, primarily reflecting higher Investment Banking and Equity business revenues.
Wealth Management net revenues of $5,935 million in the current quarter increased 28% from the prior year quarter and net revenues of $17,989 million in the current year period increased 34% from the prior year period, both primarily due to gains from investments associated with certain employee deferred compensation plans. Excluding these investment gains, revenues increased modestly, reflecting higher Asset management revenues on positive net flows, partially offset by lower Net interest.and incremental revenues as a result of the E*TRADE acquisition.
4September 2021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg
Investment Management net revenues of $1,056$1,453 million in the current quarter increased 38% from the prior year quarter, primarily due to higher Investments revenues, driven by accrued carried interest and investment gains in an Asia private equity fund, and higher Asset management and related fees, including incremental revenues as a result of higher average AUM.

5September 2020 Form 10-Q

Management’s Discussion and Analysis
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Current Year Period
Institutional Securities net revenues of $18,944 million in the current year period increased 24% from the prior year period. The increase is primarily due to higher sales and trading and underwriting revenues, partially offset by losses on loans and lending commitments held for sale, an increase in the provision for credit losses on loans held for investment, and a decrease in advisoryrelated to the Eaton Vance acquisition, partially offset by lower Performance-based income and other revenues.
Wealth Management net revenues of $13,374 million in the current year period increased 2% from the prior year period, primarily due to higher Asset management revenues, largely as a result of market appreciation, and higher Commissions and fees, partially offset by lower Net interest.
Investment Management net revenues of $2,634$4,469 million in the current year period increased 9%70% from the prior year period, primarily due to higher Asset management and related fees, including incremental revenues as a result of higher average AUM.related to the Eaton Vance acquisition.
Net Revenues by Region1, 2, 3
($ in millions)
regionalrevenuesqtd.jpg
regionalrevenuesytda.jpgms-20210930_g11.jpg
1.The percentages on the bars in the charts represent the contribution of each region to the total.
2.


ms-20210930_g12.jpg
1.The percentages on the bars in the charts represent the contribution of each region to the total.
2.For a discussion of how the geographic breakdown of net revenues is determined, see Note 20 to the financial statements in the 2020 Form 10-K.
3.Certain prior period amounts have been reclassified to conform to the current presentation. See “Business Segments” herein and Note 1 to the financial statements for more information.
Americas net revenues is determined, see Note 20 to the financial statements in the 2019 Form 10-K.
Current quarter revenues in Asiathe current quarter increased 58%,33% from the prior year quarter, primarily driven by the Wealth Management business segment, the Investment banking business within the Institutional Securities business segment, and the Investment Management business segment. EMEA net revenues increased 19% from the prior year quarter, primarily driven by the Equity sales and tradingInvestment banking businesses within the Institutional Securities business segment. AmericasAsia net revenues increased 12%,
decreased 3% from the prior year quarter, primarily driven by the Investment Management business segment, partially offset by an increase in the Equity business within the Institutional Securities business segment sales and trading, as well as the Wealth Management business segment. EMEA
Americas net revenues were relatively unchanged in the current quarter.

Current year period increased 32% from the prior year period, driven by increases across all business segments. EMEA net revenues in Asia increased 44% and26% from the Americas increased 11%,prior year period, primarily driven by the Investment banking and Equity businesses within the Institutional Securities business segment. EMEAAsia net revenues were relatively unchangedincreased 16% from the prior year period, primarily driven by the Equity business within the Institutional Securities business segment, partially offset by a decrease in the Investment Management business segment.
Selected Financial Information and Other Statistical Data
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Consolidated results
Net revenues1
$14,753 $11,721 $45,231 $35,160 
Earnings applicable to Morgan Stanley common shareholders$3,584 $2,597 $10,974 $7,234 
Earnings per diluted common share$1.98 $1.66 $6.02 $4.62 
Consolidated financial measures
Expense efficiency ratio1, 2
67 %69 %67 %69 %
Adjusted expense efficiency
ratio1, 2 ,4
66 %69 %67 %69 %
ROE3
14.5 %13.2 %15.1 %12.6 %
Adjusted ROE3, 4
15.0 %13.2 %15.4 %12.6 %
ROTCE3, 4
19.6 %15.0 %19.7 %14.3 %
Adjusted ROTCE3, 4
20.2 %15.0 %20.2 %14.3 %
Pre-tax margin1, 5
33 %30 %33 %28 %
Effective tax rate23.6 %21.1 %22.9 %22.2 %
Pre-tax margin by segment5
Institutional Securities1
40 %33 %38 %31 %
Wealth Management1
26 %24 %26 %25 %
Wealth Management, adjusted1, 4
28 %24 %28 %25 %
Investment Management25 %30 %26 %26 %
Investment Management, adjusted4
28 %30 %28 %26 %
September 2021 Form 10-Q5

Management’s Discussion and Analysis
ms-20210930_g1.jpg
in millions, except per share and employee dataAt
September 30,
2021
At
December 31,
2020
Liquidity resources6
$346,289 $338,623 
Loans7
$188,274 $161,745 
Total assets$1,190,476 $1,115,862 
Deposits$329,041 $310,782 
Borrowings$229,762 $217,079 
Common shareholders' equity$98,153 $92,531 
Tangible common shareholders’ equity4
$72,808 $75,916 
Common shares outstanding1,799 1,810 
Book value per common share8
$54.56 $51.13 
Tangible book value per common share4, 8
$40.47 $41.95 
Worldwide employees9 (in thousands)
74 68 
Capital Ratios10
Common Equity Tier 1 capital—Standardized16.0 %17.4 %
Tier 1 capital—Standardized17.6 %19.4 %
Common Equity Tier 1 capital—Advanced17.2 %17.7 %
Tier 1 capital—Advanced18.9 %19.8 %
Tier 1 leverage7.3 %8.4 %
SLR11
5.7 %7.4 %
1.Certain prior period amounts have been reclassified to conform to the current year period.presentation. See “Business Segments” herein and Note 1 to the financial statements for more information.
2.The expense efficiency ratio represents total non-interest expenses as a percentage of net revenues.
3.ROE and ROTCE represent annualized earnings applicable to Morgan Stanley common shareholders as a percentage of average common equity and average tangible common equity, respectively.
4.Represents a non-GAAP financial measure. See “Selected Non-GAAP Financial Information” herein.
5.Pre-tax margin represents income before income taxes as a percentage of net revenues.
6.For a discussion of Liquidity resources, see “Liquidity and Capital Resources—Liquidity Risk Management Framework—Liquidity Resources” herein.
7.Includes loans at held for investment, net of ACL, loans held for sale, and also includes loans at fair value, which are included in Trading assets in the balance sheets. Prior period amounts have been revised to conform to the current presentation.
8.Book value per common share and tangible book value per common share equal common shareholders’ equity and tangible common shareholders’ equity, respectively, divided by common shares outstanding.
9.As of September 30, 2021, the number of employees includes Eaton Vance.
10.For a discussion of our capital ratios, see “Liquidity and Capital Resources—Regulatory Requirements” herein.
11.At December 31, 2020, our SLR reflects the impact of a Federal Reserve interim final rule that was in effect until March 31, 2021. For further information, see “Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments and Other Matters” herein.
Coronavirus Disease (“COVID-19”) Pandemic
TheSince its onset, the COVID-19 pandemic and related voluntary and government-imposed social and business restrictions havehas had and will likely continue to have, a severesignificant impact on global economic conditions and the environment in which we operate our businesses. We have implemented a return-to-workplace program, which is phased based on role, locationbusinesses and employee willingness and abilityit may continue to return, and focused ondo so in the health and safety of all staff.future. The Firm continues to be fully operational with more than 85% of global employees and more than 90%an increasing number of employees now working from the office on a regular basis. We may adjust our return to office plans as deemed necessary, recognizing that local conditions vary for our offices around the world and that the trajectory of the virus continues to be uncertain.
Refer to “Risk Factors” and “Forward-Looking Statements” in the Americas working from home as2020 Form 10-K for more information on the potential effects of September 30, 2020.
Though we are unable to estimate the extent of the impact, the ongoing COVID-19 pandemic and related global economic crisis may have adverse impacts on our future operating results. To date, given our unique business model, economic conditions have affected our businesses in different ways. We have increased our allowance for credit losses on loans and lending commitments, and the persistence of low interest rates has continued to negatively affect our net interest margin in the Wealth Management business segment. Overall for the Firm, increased client trading and capital markets activity, particularly in the first half of the year, has benefited Institutional Securities business segment results in Sales and trading and Investment banking underwriting revenues. However, the high levels of client trading and capital markets activity experienced in the current year period may not be repeated and Investment banking advisory activity may continue to be subdued. Refer to “Risk Factors” herein and Forward Looking Statements in the 2019 Form 10-K.
We continue to use the elements of our Enterprise Risk Management framework to manage the significant uncertainty in the present economic and market conditions. See “Quantitative and Qualitative Disclosures about Risk” in the 2019 Form 10-K for further information.

September 2020 Form 10-Q6

Management’s Discussion and Analysis
mslogo3q20.jpg

Selected Financial Information and Other Statistical Data
 Three Months Ended September 30,Nine Months Ended September 30,
$ in millions2020201920202019
Net income applicable to Morgan Stanley$2,717
$2,173
$7,611
$6,803
Preferred stock dividends120
113
377
376
Earnings applicable to Morgan Stanley common shareholders$2,597
$2,060
$7,234
$6,427
     
Expense efficiency ratio1
70.1%73.0%71.1%72.0%
ROE2
13.2%11.2%12.6%11.8%
Adjusted ROE3
12.6%10.7%12.5%11.5%
ROTCE2,3
15.0%12.9%14.3%13.5%
Adjusted ROTCE3
14.3%12.3%14.2%13.1%
Pre-tax profit margin4
29.9%27.0%28.9%28.0%
Pre-tax profit margin by segment4
   
Institutional Securities34%26%32%28%
Wealth Management24%28%25%28%
Investment Management30%22%26%22%
in millions, except per share and employee dataAt
September 30,
2020
At
December 31,
2019
Liquidity resources5
$267,292
$215,868
Loans6
$146,237
$130,637
Total assets$955,940
$895,429
Deposits$239,253
$190,356
Borrowings$203,444
$192,627
Common shares outstanding1,576
1,594
Common shareholders' equity$79,874
$73,029
Tangible common shareholders’ equity3
$70,646
$63,780
Book value per common share7
$50.67
$45.82
Tangible book value per common share3,7
$44.81
$40.01
Worldwide employees63,051
60,431
Capital ratios8
  
Common Equity Tier 1 capital—Advanced16.9%16.9%
Common Equity Tier 1 capital—Standardized17.4%16.4%
Tier 1 capital—Advanced19.0%19.2%
Tier 1 capital—Standardized19.5%18.6%
Tier 1 leverage8.3%8.3%
SLR9
7.4%6.4%
1.
The expense efficiency ratio represents total non-interest expenses as a percentage of net revenues.
2.ROE and ROTCE represent annualized earnings applicable to Morgan Stanley common shareholders as a percentage of average common equity and average tangible common equity, respectively.
3.Represents a non-GAAP financial measure. See “Selected Non-GAAP Financial Information” herein.
4.Pre-tax profit margin represents income before income taxes as a percentage of net revenues.
5.For a discussion of Liquidity resources, see “Liquidity and Capital Resources—Liquidity Risk Management Framework—Liquidity Resources” herein.
6.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 balance sheets (see Note 10 to the financial statements).
7.Book value per common share and tangible book value per common share equal common shareholders’ equity and tangible common shareholders’ equity, respectively, divided by common shares outstanding.
8.At September 30, 2020 and December 31, 2019, our risk-based capital ratios are based on the Advanced Approach and the Standardized Approach rules, respectively. For a discussion of our capital ratios, see “Liquidity and Capital Resources—Regulatory Requirements” herein.
9.At September 30, 2020, our SLR reflects the impact of a Federal Reserve interim final rule in effect until March 31, 2021. For further information, see “Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments” herein.
Selected Non-GAAP Financial Information
We prepare our financial statements using 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, analysts and other stakeholders by providing further transparency about, or an alternate means of assessing or comparing our financial condition, operating results prospective regulatory capital requirements orand 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 in the following tables.

7September 2020 Form 10-Q

Management’s Discussion and Analysis
mslogo3q20.jpg

Reconciliations from U.S. GAAP to Non-GAAP Consolidated Financial Measures
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions, except per share data2021202020212020
Earnings applicable to Morgan Stanley common shareholders$3,584 $2,597 $10,974 $7,234 
Impact of adjustments:
Integration-related expenses145 — 310 — 
Related tax benefit(34)— (72)— 
Adjusted earnings applicable to
Morgan Stanley common shareholders—non-GAAP1
$3,695 $2,597 $11,212 $7,234 
Earnings per diluted common share$1.98 $1.66 $6.02 $4.62 
Impact of adjustments0.06 — 0.13 — 
Adjusted earnings per diluted common share—non-GAAP1
$2.04 $1.66 $6.15 $4.62 
Expense efficiency ratio2
67 %69 %67 %69 %
Impact of adjustments(1)%— % %— %
Adjusted expense efficiency ratio—non-GAAP1, 2
66 %69 %67 %69 %
Wealth Management Pre-tax margin2
26 %24 %26 %25 %
Impact of adjustments2 %— %2 %— %
Adjusted Wealth Management pre-tax margin—non-GAAP1, 2
28 %24 %28 %25 %
Investment Management Pre-tax margin25 %30 %26 %26 %
Impact of adjustments3 %— %2 %— %
Adjusted Investment Management pre-tax margin—non-GAAP1
28 %30 %28 %26 %
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions, except per share data2020201920202019
Earnings applicable to Morgan Stanley common shareholders$2,597
$2,060
$7,234
$6,427
Impact of adjustments(113)(89)(10)(190)
Adjusted earnings applicable to Morgan Stanley common shareholders—non-GAAP1
$2,484
$1,971
$7,224
$6,237
Earnings per diluted common share$1.66
$1.27
$4.62
$3.89
Impact of adjustments(0.07)(0.06)
(0.12)
Adjusted earnings per diluted common share—non-GAAP1
$1.59
$1.21
$4.62
$3.77
Effective income tax rate21.1%18.2%22.2%19.1%
Impact of adjustments3.2%3.2%0.1%2.2%
Adjusted effective income tax rate—non-GAAP1
24.3%21.4%22.3%21.3%
6September 2021 Form 10-Q

 Average Monthly Balance
 Three Months Ended September 30,Nine Months Ended September 30,
$ in millions2020201920202019
Tangible equity    
Morgan Stanley shareholders' equity$87,210
$81,912
$85,378
$81,028
Less: Goodwill and net intangible assets(9,260)(9,389)(9,248)(9,097)
Tangible Morgan Stanley shareholders' equity—Non-GAAP$77,950
$72,523
$76,130
$71,931
Common shareholders' equity$78,690
$73,392
$76,858
$72,508
Less: Goodwill and net intangible assets(9,260)(9,389)(9,248)(9,097)
Tangible common shareholders' equity—Non-GAAP$69,430
$64,003
$67,610
$63,411
Management’s Discussion and Analysis
ms-20210930_g1.jpg
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2020201920202019
Average common equity    
Unadjusted—GAAP$78.7
$73.4
$76.9
$72.5
Adjusted1—Non-GAAP
78.7
73.4
76.9
72.4
ROE2
    
Unadjusted—GAAP13.2%11.2%12.6%11.8%
Adjusted—Non-GAAP1, 3
12.6%10.7%12.5%11.5%
Average tangible common equity—Non-GAAP
Unadjusted$69.4
$64.0
$67.6
$63.4
Adjusted1
69.4
64.0
67.6
63.3
ROTCE2—Non-GAAP
    
Unadjusted15.0%12.9%14.3%13.5%
Adjusted1, 3
14.3%12.3%14.2%13.1%
$ in millionsAt
September 30,
2021
At
December 31,
2020
Tangible equity
Common shareholders' equity$98,153 $92,531 
Less: Goodwill and net intangible assets(25,345)(16,615)
Tangible common shareholders' equity—non-GAAP$72,808 $75,916 
Average Monthly Balance
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Tangible equity
Common shareholders' equity$98,563 $78,690 $96,929 $76,858 
Less: Goodwill and net intangible assets(25,433)(9,260)(22,836)(9,248)
Tangible common shareholders' equity—non-GAAP$73,130 $69,430 $74,093 $67,610 
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2021202020212020
Average common equity
Unadjusted—GAAP$98.6 $78.7 $96.9 $76.9 
Adjusted1—Non-GAAP
98.6 78.7 97.0 76.9 
ROE3
Unadjusted—GAAP14.5 %13.2 %15.1 %12.6 %
Adjusted1—Non-GAAP
15.0 %13.2 %15.4 %12.6 %
Average tangible common equity—Non-GAAP
Unadjusted$73.1 $69.4 $74.1 $67.6 
Adjusted1
73.2 69.4 74.2 67.6 
ROTCE3—Non-GAAP
Unadjusted19.6 %15.0 %19.7 %14.3 %
Adjusted1
20.2 %15.0 %20.2 %14.3 %
Non-GAAP Financial Measures by Business Segment
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2021202020212020
Average common equity4
Institutional Securities$43.5 $42.8 $43.5 $42.8 
Wealth Management28.6 18.2 28.6 18.2 
Investment Management10.7 2.6 8.2 2.6 
ROE5
Institutional Securities20 %15 %20 %13 %
Wealth Management16 %18 %17 %18 %
Investment Management12 %34 %15 %23 %
Average tangible common equity4
Institutional Securities$42.9 $42.3 $42.9 $42.3 
Wealth Management13.4 10.4 13.4 10.4 
Investment Management1.0 1.7 1.0 1.7 
ROTCE5
Institutional Securities20 %15 %20 %14 %
Wealth Management34 %31 %35 %32 %
Investment Management161 %53 %128 %36 %
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2020201920202019
Average common equity4, 5
   
Institutional Securities$42.8
$40.4
$42.8
$40.4
Wealth Management18.2
18.2
18.2
18.2
Investment Management2.6
2.5
2.6
2.5
Average tangible common equity4, 5
   
Institutional Securities$42.3
$39.9
$42.3
$39.9
Wealth Management10.4
10.2
10.4
10.2
Investment Management1.7
1.5
1.7
1.5
ROE6
    
Institutional Securities14.5%9.8%13.4%10.8%
Wealth Management17.9%20.6%18.2%20.2%
Investment Management34.0%22.1%23.0%21.5%
ROTCE6
    
Institutional Securities14.7%9.9%13.5%10.9%
Wealth Management31.4%36.9%31.7%36.2%
Investment Management52.6%35.6%35.6%34.7%
1.Adjusted amounts exclude the effect of costs related to the integrations of E*TRADE and Eaton Vance, net of tax as appropriate. The pre-tax adjustments in the current quarter were as follows: Wealth Management—Compensation expenses of $9 million and Non-compensation expenses of $104 million; Investment Management—Compensation expenses of $10 million and Non-compensation expenses of $22 million. The pre-tax adjustments in the current year period were as follows: Wealth Management—Compensation expenses of $48 million and Non-compensation expenses of $189 million; Investment Management— Compensation expenses of $29 million and Non-compensation expenses of $44 million.
1.Adjusted amounts exclude net discrete tax provisions (benefits) that are intermittent and include those that are recurring. Provisions (benefits) related to conversion of employee share-based awards are expected to occur every year and, as such, are considered recurring discrete tax items. For further information on net discrete tax provisions (benefits), see “Supplemental Financial Information—Income Tax Matters” herein.
2.ROE and ROTCE represent annualized earnings applicable to Morgan Stanley common shareholders as a percentage of average common equity and average tangible common equity, respectively. When excluding intermittent net discrete tax provisions (benefits), both the numerator and average denominator are adjusted.
3.
The calculations used in determining our “ROE and ROTCE Targets” referred to in the following section are the Adjusted ROE and Adjusted ROTCE amounts shown in this table.Certain prior period amounts have been reclassified to conform to the current presentation. See “Business Segments” herein and Note 1 to the financial statements for more information.
3.ROE and ROTCE represent earnings applicable to Morgan Stanley common shareholders as a percentage of average common equity and average tangible common equity, respectively. When excluding integration-related costs, both the numerator and average denominator are adjusted.
4.Average common equity and average tangible common equity for each business segment is determined using our Required Capital framework (see "Liquidity and Capital Resources—Regulatory Requirements—Attribution of Average Common Equity According to the Required Capital Framework” herein). The sums of the segments' Average common equity and Average tangible common equity do not equal the Consolidated measures due to Parent equity.
5.The calculation of ROE and ROTCE by segment uses net income applicable to Morgan Stanley by segment less preferred dividends allocated to each segment as a percentage of average common equity and average tangible common equity, respectively, allocated to each segment.
4.Average common equity and average tangible common equity for each business segment is determined using our Required Capital framework (see "Liquidity and Capital Resources—Regulatory Requirements—Attribution of Average Common Equity According to the Required Capital Framework” herein).
5.
The sums of the segments' Average common equity and Average tangible common equity do not equal the Consolidated measures due to Parent equity.
6.
The calculation of ROE and ROTCE by segment uses annualized net income applicable to Morgan Stanley by segment less preferred dividends allocated to each segment as a percentage of average common equity and average tangible common equity, respectively, allocated to each segment.

September 2020 Form 10-Q8

Management’s Discussion and Analysis
mslogo3q20.jpg

Return on Tangible Common Equity Target
In January 2020,2021, we established ana 2-year ROTCE Target of 13%14% to 15% to be achieved over the next two years.16%, excluding integration-related expenses.
Our ROTCE Target is a forward-looking statement that was based on a normal market environment and may be materially affected by many factors, including, among other things: mergers and acquisitions; macroeconomic and market conditions;conditions, which may be impacted by the future course of COVID-19; legislative, accounting, tax and regulatory developments; industry trading and investment banking volumes; equity market levels; interest rate environment; outsized legal expenses or penalties; the ability to maintain a reduced level ofcontrol expenses; capital levels; and capital levels.mergers and acquisitions.
With the COVID–19 pandemic, and the current global economic crisis, it is uncertain that the ROTCE Target will be met within the originally stated time frame. See “Coronavirus Disease (COVID–19) Pandemic” herein and “Risk Factors” in the 2020 Form 10-K for further information on market and economic conditions and their potential effects on our financialfuture operating results.
September 2021 Form 10-Q7

Management’s Discussion and Analysis
ms-20210930_g1.jpg
For further information on non-GAAP measures (ROTCE excluding intermittent net discrete tax items)integration-related expenses), see “Selected Non-GAAP Financial Information” herein. For information on the impact of intermittent net discrete tax items, see “Supplemental Financial Information—Income Tax Matters” herein.
Business Segments
Substantially all of our operating revenues and operating expenses are directly attributable to our 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. See Note 20 to the financial statements for segment net revenues by income statement line item and information on intersegment transactions.
For an overview of the components of our business segments, net revenues, compensation expense and income taxes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments” in the 20192020 Form 10-K.

As part of our effort to continually improve the transparency and comparability of our external financial reporting, several updates to our financial presentation were implemented in the first quarter of 2021. Prior period amounts have been reclassified to conform to the current presentation.
Provision for credit losses
The Provision for credit losses for loans and lending commitments is presented as a separate line in the income statements. Previously, the provision for credit losses for loans was included in Other revenues and the provision for credit losses for lending commitments was included in Other expense.
Other revenues
Gains and losses on economic derivative hedges associated with certain held-for-sale and held-for-investment corporate loans, which were previously reported in Trading revenues, are reported within Other revenues in the income statements. This presentation better aligns with the recognition of mark-to-market gains and losses on held-for-sale loans which continue to be reported in Other revenues.
Institutional Securities
Equity—Financing, Equity—Execution services and Fixed income include certain Investments and Other revenues to the extent directly attributable to those businesses. The remaining Investments and Other revenues not included in those businesses’ results are reported in Other. Other also includes revenues previously reported as Other Sales and Trading.
Investment Management
We have renamed the previously disclosed revenue line Asset management to Asset management and related fees and have

combined the remaining revenue lines into a new category named Performance-based income and other.
98September 20202021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg

Institutional Securities

Income Statement Information
 Three Months Ended
September 30,
 
$ in millions20212020% Change
Revenues
Advisory$1,272 $357 N/M
Equity1,010 874 16 %
Fixed income567 476 19 %
Total Underwriting1,577 1,350 17 %
Total Investment banking2,849 1,707 67 %
Equity1
2,876 2,311 24 %
Fixed income1
1,640 1,954 (16)%
Other1
130 157 (17)%
Net revenues$7,495 $6,129 22 %
Provision for credit losses1
24 113 (79)%
Compensation and benefits2,248 2,001 12 %
Non-compensation expenses1
2,250 1,967 14 %
Total non-interest expenses1
4,498 3,968 13 %
Income before provision for income taxes2,973 2,048 45 %
Provision for income taxes713 385 85 %
Net income2,260 1,663 36 %
Net income applicable to noncontrolling interests31 16 94 %
Net income applicable to Morgan Stanley$2,229 $1,647 35 %
Nine Months Ended
September 30,
$ in millions20212020% Change
Revenues
Advisory$2,416 $1,181 105 %
Equity3,584 2,092 71 %
Fixed income1,838 1,629 13 %
Total Underwriting5,422 3,721 46 %
Total Investment banking7,838 4,902 60 %
Equity1
8,578 7,387 16 %
Fixed income1
6,288 7,057 (11)%
Other1
460 160 188 %
Net revenues1
$23,164 $19,506 19 %
Provision for credit losses1
1 718 (100)%
Compensation and benefits7,795 6,767 15 %
Non-compensation expenses1
6,526 6,030 8 %
Total non-interest expenses1
14,321 12,797 12 %
Income before provision for income taxes8,842 5,991 48 %
Provision for income taxes2,023 1,326 53 %
Net income6,819 4,665 46 %
Net income applicable to noncontrolling interests85 75 13 %
Net income applicable to Morgan Stanley$6,734 $4,590 47 %
1.Certain prior period amounts have been reclassified to conform to the current presentation. See “Business Segments” herein and Note 1 to the financial statements for additional information.
 Three Months Ended
September 30,
 
$ in millions20202019% Change
Revenues   
Investment banking$1,707
$1,535
11 %
Trading2,807
2,533
11 %
Investments87
(18)N/M
Commissions and fees639
643
(1)%
Asset management114
100
14 %
Other114
51
124 %
Total non-interest revenues5,468
4,844
13 %
Interest income1,086
3,112
(65)%
Interest expense492
2,933
(83)%
Net interest594
179
N/M
Net revenues6,062
5,023
21 %
Compensation and benefits2,001
1,768
13 %
Non-compensation expenses2,013
1,948
3 %
Total non-interest expenses4,014
3,716
8 %
Income before provision for income taxes2,048
1,307
57 %
Provision for income taxes385
189
104 %
Net income1,663
1,118
49 %
Net income applicable to noncontrolling interests16
45
(64)%
Net income applicable to Morgan Stanley$1,647
$1,073
53 %

 Nine Months Ended
September 30,
 
$ in millions20202019% Change
Revenues   
Investment banking$4,902
$4,158
18 %
Trading10,375
8,221
26 %
Investments98
257
(62)%
Commissions and fees2,230
1,889
18 %
Asset management342
310
10 %
Other(628)416
N/M
Total non-interest revenues17,319
15,251
14 %
Interest income4,809
9,457
(49)%
Interest expense3,184
9,376
(66)%
Net interest1,625
81
N/M
Net revenues18,944
15,332
24 %
Compensation and benefits6,767
5,376
26 %
Non-compensation expenses6,186
5,591
11 %
Total non-interest expenses12,953
10,967
18 %
Income before provision for income taxes5,991
4,365
37 %
Provision for income taxes1,326
703
89 %
Net income4,665
3,662
27 %
Net income applicable to noncontrolling interests75
97
(23)%
Net income applicable to Morgan Stanley$4,590
$3,565
29 %

Investment Banking
Investment Banking RevenuesVolumes
 Three Months Ended
September 30,
 
$ in millions20202019% Change
Advisory$357
$550
(35)%
Underwriting:

 
   Equity874
401
118 %
   Fixed income476
584
(18)%
Total Underwriting1,350
985
37 %
Total Investment banking$1,707
$1,535
11 %
Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2021202020212020
Completed mergers and acquisitions1
$352 $110 $732 $662 
Equity and equity-related offerings2, 3
22 26 92 75 
Fixed income offerings2, 4
73 93 284 308 
 Nine Months Ended
September 30,
 
$ in millions20202019% Change
Advisory$1,181
$1,462
(19)%
Underwriting:

 
Equity2,092
1,286
63 %
Fixed income1,629
1,410
16 %
Total Underwriting3,721
2,696
38 %
Total Investment banking$4,902
$4,158
18 %

September 2020 Form 10-Q10

Management’s Discussion and Analysis
mslogo3q20.jpg

Investment Banking Volumes
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2020201920202019
Completed mergers and acquisitions1
$88
$215
$633
$582
Equity and equity-related offerings2, 3
25
17
74
47
Fixed income offerings2, 4
91
90
304
211
Source: Refinitiv data as of October 1, 2020.2021. 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, change in value or change in timing of certain transactions.
1.Includes transactions of $100 million or more. Based on full credit to each of the advisors in a transaction.
1.
Includes transactions of $100 million or more. Based on full credit to each of the advisors in a transaction.
2.Based on full credit for single book managers and equal credit for joint book managers.
3.Includes Rule 144A issuances and registered public offerings of common stock, convertible securities and rights offerings.
4.Includes Rule 144A and publicly registered issuances, non-convertible preferred stock, mortgage-backed and asset-backed securities, and taxable municipal debt. Excludes leveraged loans and self-led issuances.
2.
Based on full credit for single book managers and equal credit for joint book managers.
3.
Includes Rule 144A issuances and registered public offerings of common stock, convertible securities and rights offerings.
4.
Includes Rule 144A and publicly registered issuances, non-convertible preferred stock, mortgage-backed and asset-backed securities, and taxable municipal debt. Excludes leveraged loans and self-led issuances.
Investment Banking Revenues in the Current Quarter
Investment banking revenuesRevenues of $1,707$2,849 million in the current quarter increased 11% from67% compared with the prior year quarter, primarily reflecting an increaseincreases in revenues in our Equity underwriting business, partially offset by a decrease in revenues in our Advisoryadvisory and Fixed income underwriting businesses.equity underwriting.
Advisory revenues decreased in the current quarterincreased primarily as a result of lower volumes ofdriven by higher completed M&A activity.transactions.

Equity underwriting revenues increased, primarily in initial public offerings, follow-on offerings and secondary block share trades, on overall higher volumes in the current quarter.and private placement offerings, partially offset by lower revenues from other equity offerings.

Fixed income underwriting revenues decreased in the current quarterincreased primarily indue to higher non-investment grade and investment grade loan issuances reflectingand securitized products revenues, partially offset by lower event-driven activity.investment grade bond issuances.
Investment Banking Revenues in the Current Year Period
Investment banking revenues of $4,902$7,838 million in the current year period increased 18% from60% compared with the prior year period, primarily reflecting an increaseincreases in revenues in ourequity underwriting businesses, partially offset by a decrease in revenues in our Advisory business.and advisory revenues.
Advisory revenues decreased in the current year period as there were fewerincreased primarily due to higher completed transactions.

Equity underwriting revenues increased on higher volumes, primarily in follow-oninitial public offerings, secondary block share trades, initial publicand private placement offerings, andpartially offset by lower revenues from convertible issuances, on overall higher volumes in the current year period.issuances.

Fixed income underwriting revenues increased primarily in investment grade anddue to higher non-investment grade bondloan issuances and securitized products revenues, partially offset by a decrease investment grade loan issuances, on overall higher volumes.bond issuances.
See “Investment Banking Volumes” herein.
Sales and Trading Net Revenues

By Income Statement Line Item
 Three Months Ended
September 30,
 
$ in millions20202019% Change
Trading$2,807
$2,533
11 %
Commissions and fees639
643
(1)%
Asset management114
100
14 %
Net interest594
179
N/M
Total$4,154
$3,455
20 %
 Nine Months Ended
September 30,
 
$ in millions20202019% Change
Trading$10,375
$8,221
26%
Commissions and fees2,230
1,889
18%
Asset management342
310
10%
Net interest1,625
81
N/M
Total$14,572
$10,501
39%
By Business
 Three Months Ended
September 30,
 
  
$ in millions20202019% Change
Equity$2,262
$1,991
14 %
Fixed Income1,924
1,430
35 %
Other(32)34
(194)%
Total$4,154
$3,455
20 %
 Nine Months Ended
September 30,
 
  
$ in millions20202019% Change
Equity$7,303
$6,136
19%
Fixed Income7,160
4,273
68%
Other109
92
18%
Total$14,572
$10,501
39%


11September 20202021 Form 10-Q9

Management’s Discussion and Analysis
ms-20210930_g1.jpg

Equity, Fixed Income and Other Net Revenues
Sales and Trading Revenues—Equity and Fixed Income
 Three Months Ended
September 30, 2020
   Net 
$ in millionsTrading
Fees1
Interest2
Total
Financing$929
$108
$116
$1,153
Execution services606
580
(77)1,109
Total Equity$1,535
$688
$39
$2,262
Total Fixed Income$1,420
$65
$439
$1,924
 Three Months Ended
September 30, 2019
   Net 
$ in millionsTrading
Fees1
Interest2
Total
Financing$1,049
$88
$(90)$1,047
Execution services446
564
(66)944
Total Equity$1,495
$652
$(156)$1,991
Total Fixed Income$1,329
$90
$11
$1,430

 Nine Months Ended
September 30, 2020
   Net 
$ in millionsTrading
Fees1
Interest2
Total
Financing$2,847
$325
$172
$3,344
Execution services2,134
2,014
(189)3,959
Total Equity$4,981
$2,339
$(17)$7,303
Total Fixed Income$5,661
$234
$1,265
$7,160
 Nine Months Ended
September 30, 2019
   Net 
$ in millionsTrading
Fees1
Interest2
Total
Financing$3,249
$280
$(500)$3,029
Execution services1,597
1,671
(161)3,107
Total Equity$4,846
$1,951
$(661)$6,136
Total Fixed Income$4,200
$249
$(176)$4,273
1.
Includes Commissions and fees and Asset management revenues.
2.
Includes funding costs, which are allocated to the businesses based on funding usage.
Sales and Trading Net Revenues in
Three Months Ended
September 30, 2021
   
Net Interest2
All Other3
 
$ in millionsTrading
Fees1
Total
Financing$1,204 $123 $130 $1 $1,458 
Execution services832 612 (62)36 1,418 
Total Equity$2,036 $735 $68 $37 $2,876 
Total Fixed Income$1,029 $75 $479 $57 $1,640 
Three Months Ended
September 30, 20204
   
Net Interest2
All Other3
 
$ in millionsTrading
Fees1
Total
Financing$929 $108 $116 $— $1,153 
Execution services606 580 (77)49 1,158 
Total Equity$1,535 $688 $39 $49 $2,311 
Total Fixed Income$1,420 $65 $442 $27 $1,954 
Nine Months Ended
September 30, 2021
   
Net Interest2
All Other3
 
$ in millionsTrading
Fees1
Total
Financing$2,987 $374 $429 $7 $3,797 
Execution services2,764 2,048 (169)138 4,781 
Total Equity$5,751 $2,422 $260 $145 $8,578 
Total Fixed Income$4,490 $228 $1,335 $235 $6,288 
Nine Months Ended
September 30, 2020
4
   
Net Interest2
All Other3
 
$ in millionsTrading
Fees1
Total
Financing$2,847 $325 $172 $$3,348 
Execution services2,134 2,014 (189)80 4,039 
Total Equity$4,981 $2,339 $(17)$84 $7,387 
Total Fixed Income$5,661 $234 $1,274 $(112)$7,057 
1.Includes Commissions and fees and Asset management revenues.
2.Includes funding costs, which are allocated to the businesses based on funding usage.
3.Includes Investments and Other revenues.
4.Certain prior period amounts have been reclassified to conform to the current period presentation. See “Business Segments” herein and Note 1 to the financial statements for additional information.
Equity, Fixed Income and Other Net Revenues—Current Quarter
Equity
Equity sales and trading netNet revenues of $2,262$2,876 million in the current quarter increased 14% from24% compared with the prior year quarter, reflecting increasesan increase in both our financing and execution services and financing businesses.businesses, with particular strength in Asia.
Financing revenues increased from the prior year quarter, primarily driven by client activity. The effect of lower interest rates was an increase in Net interest driven by lower funding costs, partially offset by reduced Trading revenues.
Execution services revenues increased from the prior year quarter primarily due to higher Trading revenues reflecting
favorable inventory management results and higher client activity in derivatives products.
Fixed Income
Fixed Income sales and trading net revenues of $1,924 million in the current quarter were 35% higher than the prior year quarter, reflecting strong performance across all products.
Global macro products revenues increased primarily due to improved inventory management in rates and foreign exchange products, partially offset by lower levels of client activity across all products.
Credit products revenues increased, primarily driven by improved inventory managementhigher average client balances and higher client activity, which benefited from an active primary market in the current quarter. Net interest revenues increased reflecting lower funding costs.activity.
Commodities products and Other revenues increased primarily due to favorable inventory management in Commodities, mainly in precious metals products.
Other
Other sales and trading losses of $32 million in the current quarter primarily reflect losses on economic hedges related to certain Borrowings and corporate lending activity, partially offset by gains from investments associated with certain employee deferred compensation plans.
Sales and Trading Net Revenues in the Current Year Period
Equity
Equity sales and trading net revenues of $7,303 million in the current year period increased 19% from the prior year period, reflecting increases in both our execution services and financing businesses.
Financing revenues increased from the prior year period, primarily driven by client activity. The effect of lower interest rates was an increase in Net interest driven by lower funding costs, partially offset by reduced Trading revenues.
Execution services revenues increased from the prior year period, reflecting higher client activity and favorable inventory management results in cash equities and derivatives, partially offset by the impact of counterparty exposure losses.

September 2020 Form 10-Q12

Management’s Discussion and Analysis
mslogo3q20.jpg

Fixed Income
Fixed Income sales and trading net revenues of $7,160 million in the current year period were 68% higher than the prior year period, reflecting strong performance across all products.
Global macro products revenues increased, primarily due to higher client activity in bothderivatives and the impact of market conditions on inventory held to facilitate client activity in cash equities.
Fixed Income
Net revenues of $1,640 million in the current quarter decreased 16% compared with the prior year quarter, primarily driven by global macro and credit products.
Global macro products revenues decreased in rates and foreign exchange products, and improvedprimarily due to the impact of market conditions on inventory management results.held to facilitate client activity.
Credit products revenues decreased primarily due to the impact of market conditions on inventory held to facilitate client activity in securitized products and corporate credit products, reflecting the impact of tightening credit spreads in the prior year quarter and the effect of tighter bid-offer spreads in the current quarter.
Commodities products and other fixed income revenues increased, primarily driven by higher client activity in Commodities.
Other Net Revenues

Net revenues of $130 million in the current quarter decreased 17% compared with the prior year quarter primarily due to losses from investments associated with certain employee deferred compensation plans compared with gains in the prior year quarter, partially offset by improved performance in economic hedges related to certain of the Firm’s Borrowings.
Net Interest
Net interest revenues of $716 million in the current quarter are included within Equity, Fixed Income, and Other, and increased 21% compared with the prior year quarter primarily driven by lower net costs associated with maintaining liquidity as well as increased revenues from higher balances in secured lending facilities.
Equity, Fixed Income and Other Net RevenuesCurrent Year Period
Equity
Net revenues of $8,578 million in the current year period increased 16% compared with the prior year period, reflecting an increase in both our execution services and financing businesses, with particular strength in Asia.
Financing revenues increased, primarily driven by higher average client balances and higher client activity, partially offset by a credit loss related to a single client in the first quarter of 2021.
Execution services revenues increased, primarily due to higher client activity and the impact of market conditions on inventory held to facilitate client activity in corporatederivatives, partially offset by trading losses related to the aforementioned credit event.
10September 2021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg
Fixed Income
Net revenues of $6,288 million in the current year period decreased 11% compared with the prior year period, primarily driven by global macro products, partially offset by credit products.
Global macro products revenues decreased in rates and securitizedforeign exchange products, from higher volumes and widerprimarily due to the effect of tighter bid-offer spreads and lower market volatility compared with the prior year period, partially offset by the impact of market conditions on inventory held to facilitate client activity.
Credit products revenues increased, primarily due to the impact of market conditions on inventory held to facilitate client activity across all credit products, partially offset by the effect of widening credittighter bid-offer spreads on inventory. Net interest revenues increased reflecting lower funding costs and higher average balances in secured lending facilities.corporate credit products.
Commodities products and Otherother fixed income revenues increased, primarily reflecting favorabledriven by higher counterparty credit risk management results, partially offset by the impact of market conditions on inventory management and higherheld to facilitate client activity in commodities, partially offset by lower client structuring activity within derivatives counterparty credit risk management.
OtherCommodities.
Other sales and tradingNet Revenues

Net revenues of $109$460 million in the current year period increased from 188% compared with the prior year period reflecting gainsprimarily due to lower losses on corporate loans held for sale, net of related economic hedges, associated with corporate lending activity, partially offset by lower yields on liquidity investments, lowerhigher gains from investments associated with certain employee deferred compensation plans and losses onimproved performance in economic hedges related to certain of the Firm’s Borrowings.

Investments, Other Revenues, Non-interest Expenses, and Income Tax Items
Investments
Net investments gains of $87 million in the current quarter include gains on certain business-related investments compared with losses in the prior year quarter.Interest
Net investments gainsinterest revenues of $98$1,964 million in the current year period include gains on certain business-related investments. Theare included within Equity, Fixed Income, and Other, and increased 21% compared with the prior year period included gains associated with an investment’s initial public offering.primarily driven by higher client balances in Equity Financing and increased revenues from higher balances in secured lending facilities.
Other RevenuesProvision for Credit Losses
Other revenues
In the current quarter, the Provision for credit losses on loans and lending commitments was $24 million, primarily driven by growth in corporate lending commitments. The Provision for credit losses on loans and lending commitments of $114$113 million in the prior year quarter was primarily driven by the risks related to vulnerable sectors and higher downgrade sensitivity, and changes in asset quality trends.

In the current year period, the Provision for credit losses on loans and lending commitments was flat, primarily as a result of provision for one secured lending facility in the second quarter of 2021, offset by the impact of paydowns on corporate loans, including by lower-rated borrowers. The Provision for credit losses on loans and lending commitments
of $718 million in the prior year period was primarily driven by the risks related to vulnerable sectors and higher downgrade sensitivity, changes in asset quality trends, and deterioration in the expected macroeconomic environment at that time.

For further information on the Provision for credit losses, see “Credit Risk” herein.
Non-interest Expenses
Non-interest expenses of $4,498 million in the current quarter increased 13% compared towith the prior year quarter, primarily as a result of mark-to-market gains on loansboth higher Non-compensation and lending commitments held for sale as credit spreads tightened, partially offset by an increase in the provision for credit losses on loans held for investment.
Other net losses of $628 million in the current year period were primarily as a result of mark-to-market losses on loans
and lending commitments held for sale as credit spreads widened and an increase in the provision for credit losses on loans held for investment.
Non-interest Expenses
Non-interest expenses of $4,014 million in the current quarter increased from the prior year quarter, primarily reflecting a 13% increase in Compensation and benefitsbenefit expenses.
Compensation and benefits expenses increased in the current quarter, primarily due to increasesan increase in discretionary incentive compensation driven by higher revenues, higher salaries on increased headcount, and higher expenses related to certain deferred compensation plans linked to investment performance.

Non-compensation expenses increased in the current quarter primarily due to higher volume-related expenses and information processing and communications expenses, partially offset by lower litigation costs.
Non-interest expenses of $12,953 million in the current year period increased from the prior year period, reflecting a 26% increase in Compensation and benefits expenses and an 11% increase in Non-compensation expenses.
Compensation and benefits expenses increased in the current year period primarily due to increases in discretionary incentive compensation, driven by higher revenues,Firm’s share price, partially offset by lower expenses related to certain deferred compensation plans linked to investment performance.

Non-compensation expenses increased in the current quarter, primarily due to increased volume-related expenses, investments in technology, and professional services.
In the current year period, non-interest expenses increased 12% compared with the prior year period to $14,321 million as a result of both higher Compensation and benefits and Non-compensation expenses.
Compensation and benefits expenses increased in the current year period, primarily due to an increase in discretionary incentive compensation driven by higher revenue, higher expenses related to certain deferred compensation plans linked to the Firm’s share price, as well as higher salaries on increased headcount.
Non-compensation expenses increased in the current year period, primarily due to higherincreased volume-related expenses, an increaseinvestments in the provision for credit losses for lending commitments held for investmenttechnology, and off-balance sheet instruments, and higher information processing and communicationsprofessional services, partially offset by a decrease in litigation expenses. Partially offsetting these increases were lower marketing and business development expenses.
Income Tax Items
The current quarter andeffective tax rate of 24.0% is higher than the prior year quarter which included intermittenta net discrete tax benefitsbenefit from the remeasurement of $115 millionreserves and $67 million, respectively.
The current year period and prior year period included intermittent net discreterelated interest as a result of new information pertaining to the resolution of tax benefits of $17 million and $168 million, respectively.
For further information, see “Supplemental Financial Information—Income Tax Matters” herein.examinations in certain jurisdictions.

13September 20202021 Form 10-Q11

Management’s Discussion and Analysis
ms-20210930_g1.jpg
Wealth Management
Income Statement Information
 Three Months Ended
September 30,
$ in millions20212020% Change
Revenues
Asset management$3,628 $2,793 30 %
Transactional1
832 880 (5)%
Net interest1,348 889 52 %
Other1,2
127 92 38 %
Net revenues5,935 4,654 28 %
Provision for credit losses2
 (2)100 %
Compensation and benefits3,159 2,684 18 %
Non-compensation expenses1,246 852 46 %
Total non-interest expenses4,405 3,536 25 %
Income before provision for
income taxes
$1,530 $1,120 37 %
Provision for income taxes373 278 34 %
Net income applicable to
Morgan Stanley
$1,157 $842 37 %
 Nine Months Ended
September 30,
$ in millions20212020% Change
Revenues
Asset management$10,266 $7,980 29 %
Transactional1
3,232 2,354 37 %
Net interest3,988 2,815 42 %
Other1,2
503 265 90 %
Net revenues17,989 13,414 34 %
Provision for credit losses2
(2)39 (105)%
Compensation and benefits9,604 7,625 26 %
Non-compensation expenses3,621 2,433 49 %
Total non-interest expenses13,225 10,058 31 %
Income before provision for
income taxes
$4,766 $3,317 44 %
Provision for income taxes1,103 758 46 %
Net income applicable to
Morgan Stanley
$3,663 $2,559 43 %
1.Transactional includes Investment banking, Trading, and Commissions and fees revenues. Other includes Investments and Other revenues.
2.Certain prior period amounts have been reclassified to conform to the current presentation. See "Business Segments" herein and Note 1 to the financial statements for additional information.
Acquisition of E*TRADE
The comparisons of current year results to prior periods are impacted by the acquisition of E*TRADE in the fourth quarter of 2020. For additional information on the acquisition of E*TRADE, see Note 3 to the financial statements in the Form 2020 10-K.
Wealth Management Metrics
$ in billionsAt September 30,
2021
At December 31,
2020
Total client assets$4,629$3,999
U.S. Bank Subsidiary loans$121$98
Margin and other lending1
$29$23
Deposits2
$327$306
Annualized weighted average cost of deposits0.13%0.24%
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
Net new assets3
$134.5$51.8$310.6$109.3
1.Margin and other lending represents margin lending arrangements, which allow customers to borrow against the value of qualifying securities and other lending which includes non‐purpose securities-based lending on non‐bank entities.
2.Deposits are sourced from Wealth Management clients and other sources of funding on the U.S. Bank Subsidiaries. Deposits include sweep deposit programs, savings and other, and time deposits. Excludes approximately $9 billion and $25 billion of off-balance sheet deposits as of September 30, 2021 and December 31, 2020, respectively.
3.Net new assets represent client inflows, including dividends and interest, and asset acquisitions, less client outflows, and exclude activity from business combinations/divestitures and the impact of fees and commissions.
Advisor-led channel
$ in billionsAt September 30,
2021
At December 31,
2020
Advisor-led client assets1
$3,647$3,167
Fee-based client assets2
$1,752$1,472
Fee-based client assets as a
percentage of advisor-led client
assets
48%46%
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
Fee-based asset flows3
$70.6$23.8$141.5$53.3
1.Advisor-led client assets represent client assets in accounts that have a Wealth Management representative assigned.
2.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.
3.Fee-based asset flows include net new fee-based assets (including asset acquisitions), net account transfers, dividends, interest and client fees, and exclude institutional cash management related activity. For a description of the Inflows and Outflows included in Fee-based asset flows, see Fee-based client assets in the 2020 Form 10-K.
Self-directed channel
$ in billionsAt September 30,
2021
At December 31,
2020
Self-directed assets1
$982$832
Self-directed households (in millions)2
7.46.7
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
Daily average revenue trades (“DARTs”) (in thousands)3
95961,2006
1.Self-directed assets represent active accounts which are not advisor led. Active accounts are defined as having at least $25 in assets.
2.Self-directed households represent the total number of households that include at least one account with self-directed assets. Individual households or participants that are engaged in one or more of our Wealth Management channels will be included in each of the respective channel counts.
3.DARTs represent the total self-directed trades in a period divided by the number of trading days during that period.
12September 2021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg

Workplace channel1
Wealth Management

$ in billionsAt September 30,
2021
At December 31,
2020
Workplace unvested assets2
$495$435
Number of participants (in millions)3
5.34.9
Income Statement Information1.
The workplace channel includes equity compensation solutions for companies, their executives and employees.
 Three Months Ended
September 30,
 
$ in millions20202019% Change
Revenues   
Investment banking$135
$118
14 %
Trading268
61
N/M
Investments1

N/M
Commissions and fees477
416
15 %
Asset management2,793
2,639
6 %
Other94
81
16 %
Total non-interest revenues3,768
3,315
14 %
Interest income1,065
1,378
(23)%
Interest expense176
335
(47)%
Net interest889
1,043
(15)%
Net revenues4,657
4,358
7 %
Compensation and benefits2,684
2,340
15 %
Non-compensation expenses853
780
9 %
Total non-interest expenses3,537
3,120
13 %
Income before provision for income taxes$1,120
$1,238
(10)%
Provision for income taxes278
276
1 %
Net income applicable to Morgan Stanley$842
$962
(12)%
2.Workplace unvested assets represent the market value of public company securities at the end of the period.

 Nine Months Ended
September 30,
 
$ in millions20202019% Change
Revenues   
Investment banking$403
$365
10 %
Trading413
525
(21)%
Investments9
1
N/M
Commissions and fees1,538
1,250
23 %
Asset management7,980
7,544
6 %
Other216
281
(23)%
Total non-interest revenues10,559
9,966
6 %
Interest income3,468
4,139
(16)%
Interest expense653
950
(31)%
Net interest2,815
3,189
(12)%
Net revenues13,374
13,155
2 %
Compensation and benefits7,625
7,184
6 %
Non-compensation expenses2,432
2,302
6 %
Total non-interest expenses10,057
9,486
6 %
Income before provision for income taxes$3,317
$3,669
(10)%
Provision for income taxes758
830
(9)%
Net income applicable to Morgan Stanley$2,559
$2,839
(10)%



Financial Information and Statistical Data
 At
September 30,
2020
At
December 31,
2019
$ in billions, except employee data
Client assets$2,852
$2,700
Fee-based client assets1
$1,333
$1,267
Fee-based client assets as a percentage of total client assets47%47%
Client liabilities2
$100
$90
Investment securities$88.6
$67.2
Loans and lending commitments$105.9
$93.2
Wealth Management representatives15,469
15,468
 Three Months Ended
September 30,
 20202019
Per representative:  
Annualized revenues ($ in thousands)3
$1,207
$1,118
Client assets ($ in millions)4
$184
$165
Fee-based asset flows ($ in billions)5
$23.8
$15.5
 Nine Months Ended
September 30,
 20202019
Per representative:  
Annualized revenues ($ in thousands)3
$1,155
$1,121
Client assets ($ in millions)4
$184
$165
Fee-based asset flows ($ in billions)5
$53.3
$40.1
1.
Fee-based client assets represent the amount of assets in client accounts where the fee for services is calculated based on those assets.3.Workplace participants represent total accounts with vested and/or unvested assets in the workplace channel. Individuals with accounts in multiple plans are counted as participants in each plan.
2.
Client liabilities include securities-based and other loans (including tailored lending), residential real estate loans and margin lending.
3.Revenues per representative equals Wealth Management’s annualized net revenues divided by the average number of representatives.
4.
Client assets per representative equals total period-end client assets divided by period-end number of representatives.
5.Excludes institutional cash management-related activity. For a description of the Inflows and Outflows included within Fee-based asset flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Wealth Management” in the 2019 Form 10-K.

September 2020 Form 10-Q14

Management’s Discussion and Analysis
mslogo3q20.jpg

Transactional Revenues
 Three Months Ended
September 30,
 
$ in millions20202019% Change
Investment banking$135
$118
14%
Trading268
61
N/M
Commissions and fees477
416
15%
Total$880
$595
48%
Transactional revenues as a % of Net revenues19%14% 
 Nine Months Ended
September 30,
 
$ in millions20202019% Change
Investment banking$403
$365
10 %
Trading413
525
(21)%
Commissions and fees1,538
1,250
23 %
Total$2,354
$2,140
10 %
Transactional revenues as a % of Net revenues18%16% 
Net Revenues
Transactional Revenues
Transactional revenues of $880 million in the current quarter increased 48% from the prior year quarter primarily as a result of higher Trading revenues and higher Commissions and fees.
Trading revenues increased in the current quarter primarily due to gains from investments associated with certain employee deferred compensation plans, partially offset by lower fixed income revenues.
Commissions and fees increased in the current quarter primarily due to increased client activity in equities.
Transactional revenues of $2,354 million in the current year period increased 10% from the prior year period primarily as a result of higher Commissions and fees, partially offset by lower Trading revenues.
Trading revenues decreased in the current year period primarily due to lower fixed income revenues.
Commissions and fees increased in the current year period primarily due to increased client activity in equities.
Asset Management
Asset management revenues of $2,793 million in the current quarter increased 6% compared with the prior year quarter due to higher fee-based asset levels during the current quarter as a result of positive net flows and market appreciation, partially offset by lower average fee rates.
Asset management revenues of $7,980 million in the current year period increased 6% from the prior year period primarily
due to higher fee-based asset levels during the current year period as a result of market appreciation and positive net flows, partially offset by lower average fee rates.
See “Fee-Based Client Assets—Rollforwards” herein.
Other
Other revenues of $216 million in the current year period decreased 23% from the prior year period primarily due to lower realized gains from the AFS securities portfolio and an increase in the provision for credit losses.
Net Interest
Net interest of $889 million and $2,815 million decreased 15% and 12%, from the prior year periods primarily due to the net effect of lower interest rates, partially offset by growth in Loans and increases in investment portfolio balances driven by higher brokerage sweep deposits.
Non-interest Expenses
Non-interest expenses of $3,537 million in the current quarter increased 13% from the prior year quarter, primarily as a result of higher Compensation and benefits expenses.
Compensation and benefits expenses increased in the current quarter, primarily due to higher expenses related to certain deferred compensation plans linked to investment performance and an increase in the formulaic payout to Wealth Management representatives, driven by higher compensable revenues.
Non-compensation expenses increased in the current quarter, reflecting a regulatory charge, as well as expenses associated with the E*TRADE acquisition, partially offset by lower marketing and business development expenses.
Non-interest expenses of $10,057 million in the current year period increased 6% from the prior year period, primarily as a result of higher Compensation and benefits expenses.
Compensation and benefits expenses increased in the current year period primarily due to an increase in the formulaic payout to Wealth Management representatives, driven by higher compensable revenues, as well as higher salaries.
Non-compensation expenses increased in the current year period, reflecting a regulatory charge, as well as expenses associated with the E*TRADE acquisition and incremental expenses related to Solium Capital, Inc., partially offset by lower marketing and business development expenses.


15September 2020 Form 10-Q

Management’s Discussion and Analysis
mslogo3q20.jpg

Fee-Based Client Assets

Rollforwards
$ in billionsAt
June 30,
2020
InflowsOutflows
Market
Impact
At
September 30,
2020
Separately managed1
$313
$19
$(4)$14
$342
Unified managed305
16
(12)18
327
Advisor149
8
(8)9
158
Portfolio manager431
21
(16)23
459
Subtotal$1,198
$64
$(40)$64
$1,286
Cash management38
12
(3)
47
Total fee-based client assets$1,236
$76
$(43)$64
$1,333
$ in billionsAt
June 30,
2019
InflowsOutflows
Market
Impact
At
September 30,
2019
Separately managed1
$296
$15
$(5)$6
$312
Unified managed292
12
(10)1
295
Advisor149
7
(8)
148
Portfolio manager400
19
(14)2
407
Subtotal$1,137
$53
$(37)$9
$1,162
Cash management22
4
(3)1
24
Total fee-based client assets$1,159
$57
$(40)$10
$1,186
$ in billionsAt
December 31, 2019
InflowsOutflows
Market
Impact
At
September 30,
2020
Separately managed1
$322
$37
$(14)$(3)$342
Unified managed313
43
(33)4
327
Advisor155
22
(21)2
158
Portfolio manager435
62
(43)5
459
Subtotal$1,225
$164
$(111)$8
$1,286
Cash management42
21
(16)
47
Total fee-based client assets$1,267
$185
$(127)$8
$1,333
$ in billionsAt
December 31, 2018
InflowsOutflows
Market
Impact
At
September 30,
2019
Separately managed1
$279
$38
$(15)$10
$312
Unified managed257
35
(30)33
295
Advisor137
20
(24)15
148
Portfolio manager353
54
(38)38
407
Subtotal$1,026
$147
$(107)$96
$1,162
Cash management20
12
(12)4
24
Total fee-based client assets$1,046
$159
$(119)$100
$1,186
1.Includes non-custody account values reflecting prior quarter-end balances due to a lag in the reporting of asset values by third-party custodians.


Average Fee Rates
 Three Months Ended
September 30,
Nine Months Ended
September 30,
Fee rate in bps2020201920202019
Separately managed15
15
14
15
Unified managed99
99
99
100
Advisor85
86
85
87
Portfolio manager94
96
94
95
Subtotal73
74
72
74
Cash management5
6
5
6
Total fee-based client assets71
73
70
73
For a description of fee-based client assets and rollforward items in the previous tables, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Wealth Management—Fee-Based Client Assets” in the 2019 Form 10-K.
Acquisition of E*TRADE
On October 2, 2020, we completed the acquisition of E*TRADE principally via the issuance of approximately $11 billion of common shares. In addition, we issued $0.7 billion of preferred shares in exchange for E*TRADE’s existing preferred stock. We believe the combination will increase the scale and breadth of Morgan Stanley’s Wealth Management franchise, and position us to be an industry leader in Wealth Management across all channels and wealth segments.

The business activities of E*TRADE will be reported within the Wealth Management business segment beginning in the fourth quarter of 2020, and the following table illustrates how E*TRADE’s primary revenues will be presented.
E*TRADE RevenuesMorgan Stanley Revenues
Net interest incomeNet interest
Fees and service charges
Commissions and fees1
Asset management
CommissionsCommissions and fees
1.The primary element of this mapping is revenues from order flow payments.

Non-interest expenses are also expected to be impacted by integration costs. For additional information on the acquisition of E*TRADE, see Note 3 to the financial statements.



September 2020 Form 10-Q16

Management’s Discussion and Analysis
mslogo3q20.jpg

Investment Management
Income Statement Information
 Three Months Ended
September 30,
 
$ in millions20202019% Change
Revenues   
Trading$2
$2
 %
Investments258
105
146 %
Commissions and fees1
1
 %
Asset management795
664
20 %
Other1

N/M
Total non-interest revenues1,057
772
37 %
Interest income7
4
75 %
Interest expense8
12
(33)%
Net interest(1)(8)88 %
Net revenues1,056
764
38 %
Compensation and benefits401
319
26 %
Non-compensation expenses340
280
21 %
Total non-interest expenses741
599
24 %
Income before provision for income taxes315
165
91 %
Provision for income taxes72
27
167 %
Net income243
138
76 %
Net income applicable to noncontrolling interests18

N/M
Net income applicable to Morgan Stanley$225
$138
63 %


 Nine Months Ended
September 30,
 
$ in millions20202019% Change
Revenues  
Investment banking$
$(1)100 %
Trading(13)(2)N/M
Investments552
543
2 %
Commissions and fees1
1
 %
Asset management2,144
1,893
13 %
Other(39)(6)N/M
Total non-interest revenues2,645
2,428
9 %
Interest income22
14
57 %
Interest expense33
35
(6)%
Net interest(11)(21)48 %
Net revenues2,634
2,407
9 %
Compensation and benefits1,012
1,049
(4)%
Non-compensation expenses948
820
16 %
Total non-interest expenses1,960
1,869
5 %
Income before provision for income taxes674
538
25 %
Provision for income taxes136
104
31 %
Net income538
434
24 %
Net income applicable to noncontrolling interests81
32
153 %
Net income applicable to Morgan Stanley$457
$402
14 %
Net Revenues
Investments
Investments revenues of $258 million in the current quarter increased 146% from the prior year quarter, primarily due to higher accrued carried interest and investment gains in an Asia private equity fund, principally driven by gains from an underlying investment.
Investments revenues of $552 million in the current year period were relatively unchanged from the prior year period as higher accrued carried interest and investment gains in an Asia private equity fund, principally driven by gains from an underlying investment, were mostly offset by the reversal of accrued carried interest and investment losses in real estate, infrastructure and certain private equity funds.
Asset Management
Asset management revenues of $795$3,628 million in the current quarter and $2,144$10,266 million in the current year period increased 20%30% and 13%29% from the prior year quarter and the prior year period, respectively, primarily due to higher fee-based asset levels in the current year periods as a result of market appreciation and positive fee-based flows since the prior year periods.
See “Fee-Based Client Assets—Rollforwards” herein.
Transactional Revenues
Transactional revenues of $832 million in the current quarter decreased 5% compared with the prior year quarter, primarily due to losses related to investments associated with certain employee deferred compensation plans, partially offset by incremental revenues as a result of the E*TRADE acquisition.
In the current year period, Transactional revenues increased 37% to $3,232 million compared with the prior year period, primarily due to incremental revenues as a result of the E*TRADE acquisition and higher revenues from structured product and closed-end fund issuances.
Net Interest
Net interest of $1,348 million in the current quarter increased 52% compared with the prior year quarter, primarily due to incremental net interest as a result of the E*TRADE acquisition and continued growth in bank lending.
In the current year period, Net interest increased 42% to $3,988 million compared with the prior year period, primarily due to incremental net interest as a result of the E*TRADE acquisition, a decrease in prepayment amortization related to mortgage-backed securities, and continued growth in bank lending. These increases in Net interest were partially offset by the net effect of lower interest rates.
Other
Other revenues of $127 million in the current quarter increased 38% from the prior year quarter primarily due to incremental revenues as a result of the E*TRADE acquisition.
In the current year period, Other revenues increased 90% to $503 million compared with the prior year period, primarily due to incremental revenues as a result of the E*TRADE acquisition and higher realized gains from the AFS securities portfolio.
Non-interest Expenses
Non-interest expenses of $4,405 million in the current quarter increased 25% compared with the prior year quarter, as a result of both higher Compensation and benefits and Non-compensation expenses.
Compensation and benefits expenses increased primarily due to an increase in the formulaic payout to Wealth Management representatives driven by higher compensable revenues and incremental compensation as a result of the E*TRADE acquisition, partially offset by lower expenses related to certain deferred compensation plans linked to investment performance.
Non-compensation expenses increased primarily due to incremental expenses as a result of the E*TRADE acquisition.
In the current year period, Non-interest expenses increased 31% to $13,225 million compared with the prior year period, as a result of both higher Compensation and benefits and Non-compensation expenses.
Compensation and benefits expenses increased primarily due to an increase in the formulaic payout to Wealth Management representatives driven by higher compensable revenues, and incremental compensation as a result of the E*TRADE acquisition.
Non-compensation expenses increased primarily due to incremental expenses as a result of the E*TRADE acquisition.
Fee-Based Client Assets Rollforwards
$ in billionsAt
June 30,
2021
Inflows1
Outflows
Market
Impact
At
September 30,
2021
Separately managed2
$407 $51 $(4)$14 $468 
Unified managed436 27 (18)(6)439 
Advisor201 11 (9)(2)201 
Portfolio manager590 29 (16)(7)596 
Subtotal$1,634 $118 $(47)$(1)$1,704 
Cash management46 9 (7) 48 
Total fee-based
client assets
$1,680 $127 $(54)$(1)$1,752 
$ in billionsAt
June 30,
2020
InflowsOutflows
Market
Impact
At
September 30,
2020
Separately managed2
$313 $19 $(4)$14 $342 
Unified managed305 16 (12)18 327 
Advisor149 (8)158 
Portfolio manager431 21 (16)23 459 
Subtotal$1,198 $64 $(40)$64 $1,286 
Cash management38 12 (3)— 47 
Total fee-based
client assets
$1,236 $76 $(43)$64 $1,333 
September 2021 Form 10-Q13

Management’s Discussion and Analysis
ms-20210930_g1.jpg
$ in billionsAt
December 31,
2020
Inflows1
Outflows
Market
Impact
At
September 30,
2021
Separately managed2
$359 $77 $(15)$47 $468 
Unified managed379 75 (42)27 439 
Advisor177 30 (23)17 201 
Portfolio manager509 84 (44)47 596 
Subtotal$1,424 $266 $(124)$138 $1,704 
Cash management48 22 (22) 48 
Total fee-based
client assets
$1,472 $288 $(146)$138 $1,752 
$ in billionsAt
December 31,
2019
InflowsOutflows
Market
Impact
At
September 30,
2020
Separately managed2
$322 $37 $(14)$(3)$342 
Unified managed313 43 (33)327 
Advisor155 22 (21)158 
Portfolio manager435 62 (43)459 
Subtotal$1,225 $164 $(111)$$1,286 
Cash management42 21 (16)— 47 
Total fee-based
client assets
$1,267 $185 $(127)$$1,333 

1.Includes $43 billion of fee-based assets acquired in an asset acquisition in the current quarter reflected in Separately managed.
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.
Average Fee Rates
 Three Months Ended
September 30,
Nine Months Ended
September 30,
Fee rate in bps2021202020212020
Separately managed14 15 14 14 
Unified managed95 99 96 99 
Advisor82 85 82 85 
Portfolio manager93 94 93 94 
Subtotal71 73 72 72 
Cash management5 5 
Total fee-based client assets70 71 70 70 
For a description of fee-based client assets and rollforward items in the previous tables, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Wealth Management Fee-Based Client Assets” in the 2020 Form 10-K.
14September 2021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg
Investment Management
Income Statement Information
 Three Months Ended
September 30,
 
$ in millions20212020% Change
Revenues
Asset management and related fees$1,470 $795 85 %
Performance-based income and other1
(17)261 (107)%
Net revenues1,453 1,056 38 %
Compensation and benefits513 401 28 %
Non-compensation expenses570 340 68 %
Total non-interest expenses1,083 741 46 %
Income before provision for income taxes370 315 17 %
Provision for income taxes64 72 (11)%
Net income306 243 26 %
Net income (loss) applicable to noncontrolling interests(14)18 (178)%
Net income applicable to Morgan Stanley$320 $225 42 %
 Nine Months Ended
September 30,
 
$ in millions20212020% Change
Revenues

Asset management and related fees$3,991 $2,144 86 %
Performance-based income and other1
478 490 (2)%
Net revenues4,469 2,634 70 %
Compensation and benefits1,742 1,012 72 %
Non-compensation expenses1,557 948 64 %
Total non-interest expenses3,299 1,960 68 %
Income before provision for income taxes1,170 674 74 %
Provision for income taxes253 136 86 %
Net income917 538 70 %
Net income (loss) applicable to noncontrolling interests(19)81 (123)%
Net income applicable to Morgan Stanley$936 $457 105 %
1.Includes Investments, Trading, Commissions and fees, Net interest, and Other revenues.
Acquisition of Eaton Vance
The comparisons of current year results to prior periods are impacted by the acquisition of Eaton Vance in the first quarter of 2021. For additional information on the acquisition of Eaton Vance, see Note 3 to the financial statements.
Net Revenues
Asset Management and related fees
Asset management and related fees of $1,470 million in the current quarter and $3,991 million in the current year period increased 85% and 86% from the prior year quarter and prior year period, respectively, primarily due to incremental revenues as a result of the Eaton Vance acquisition, and higher average AUM driven by strong investment performance and positive long-term net flows.flows since the prior year periods.
See “Assets Under Management or Supervision” herein.
Performance-based income and other

Performance-based income and other revenues were a loss of $17 million in the current quarter, representing a 107% decrease from the prior year quarter, primarily due to the reversal of accrued carried interest, as well as investment losses compared with gains in the prior year quarter, in Asia private equity funds.

17September 2020 Form 10-Q

Management’s Discussion and Analysis
mslogo3q20.jpg

Other
Other lossesPerformance-based income and other revenues of $39$478 million in the current year period decreased 2% from the prior year period, primarily reflect an impairmentdue to the reversal of anaccrued carried interest, as well as investment in a third-party asset managerlosses compared with gains in the second quarter of 2020.prior year period, in an Asia private equity fund, partially offset by higher accrued carried interest in other private credit and equity, real estate and infrastructure funds.
Non-interest Expenses
Non-interest expenses of $741$1,083 million in the current quarter increased 24%46% from the prior year quarter as a result of higher Compensation and benefits expenses and higher Non-compensation expenses.
Compensation and benefits expenses increased in the current quarter primarily due to incremental compensation as a result of the Eaton Vance acquisition, partially offset by lower compensation associated with carried interest.
Non-compensation expenses in the current quarter increased primarily due to incremental expenses as a result of the Eaton Vance acquisition.

September 2021 Form 10-Q15

Management’s Discussion and Analysis
ms-20210930_g1.jpg
Non-interest expenses of $3,299 million in the current year period increased 68% from the prior year period as a result of higher Compensation and benefits and higher Non-compensation expenses.
Compensation and benefits expenses relatedincreased in the current year period primarily due to certain deferredincremental compensation plans linked to investment performance, increasesas a result of the Eaton Vance acquisition, an increase in discretionary incentive compensation driven by higher Assetasset management revenues, and higher compensation associated with carried interest.
Non-compensation expenses in the current quarteryear period increased from the prior year quarter primarily due to incremental expenses as a result of the Eaton Vance acquisition and higher fee sharing paid to intermediaries on higher average AUM.
Non-interest expenses of $1,960 million in the current year period increased 5% from the prior year period primarily as a result of higher Non-compensation expenses.
Compensation and benefits expenses decreased in the current year period primarily as a result of lower compensation associated with carried interest partially offset by higher expenses related to certain deferred compensation plans linked to investment performance, and increases in discretionary incentive compensation driven by higher Asset management revenues.
Non-compensation expenses in the current year period increased from the prior year period primarily as a result of higher fee sharing paid to intermediaries on higher average AUM.
Assets Under Management or Supervision

Rollforwards
$ in billionsEquityFixed incomeAlternatives and SolutionsLong-term AUM SubtotalLiquidity and Overlay ServicesTotal
June 30, 2021$404 $207 $445 $1,056 $468 $1,524 
Inflows18 17 24 59 462 521 
Outflows(19)(16)(23)(58)(448)(506)
Market Impact(12)  (12) (12)
Other (2)(3)(5) (5)
September 30, 2021$391 $206 $443 $1,040 $482 $1,522 
$ in billionsAt
June 30,
2020
InflowsOutflows
Market
Impact
OtherAt
September 30,
2020
Equity$168
$24
$(14)$23
$1
$202
Fixed income84
8
(5)1
4
92
Alternative/Other145
6
(7)4
2
150
Long-term AUM subtotal397
38
(26)28
7
444
Liquidity268
319
(317)
1
271
Total AUM$665
$357
$(343)$28
$8
$715
$ in billionsEquityFixed incomeAlternatives and SolutionsLong-term AUM SubtotalLiquidity and Overlay ServicesTotal
June 30, 2020$168 $84 $145 $397 $268 $665 
Inflows24 38 319 357 
Outflows(14)(5)(7)(26)(317)(343)
Market Impact23 28 — 28 
Other
September 30, 2020$202 $92 $150 $444 $271 $715 
$ in billionsEquityFixed incomeAlternatives and SolutionsLong-term AUM SubtotalLiquidity and Overlay ServicesTotal
December 31, 2020$242 $98 $153 $493 $288 $781 
Inflows73 49 68 190 1,375 1,565 
Outflows(63)(40)(53)(156)(1,300)(1,456)
Market Impact23 1 29 53 4 57 
Acquired1
119 103 251 473 116 589 
Other(3)(5)(5)(13)(1)(14)
September 30, 2021$391 $206 $443 $1,040 $482 $1,522 
1.Related to the Eaton Vance acquisition.
$ in billionsAt
June 30,
2019
InflowsOutflows
Market
Impact
OtherAt
September 30,
2019
Equity$128
$10
$(8)$(4)$
$126
Fixed income71
6
(4)2
(1)74
Alternative/Other135
5
(4)2
(3)135
Long-term AUM subtotal334
21
(16)
(4)335
Liquidity163
311
(301)(1)
172
Total AUM$497
$332
$(317)$(1)$(4)$507
$ in billionsEquityFixed incomeAlternatives and SolutionsLong-term AUM SubtotalLiquidity and Overlay ServicesTotal
December 31, 2019$138 $79 $139 $356 $196 $552 
Inflows56 29 21 106 1,174 1,280 
Outflows(35)(20)(15)(70)(1,100)(1,170)
Market Impact42 (1)42 43 
Other10 — 10 
September 30, 2020$202 $92 $150 $444 $271 $715 
$ in billionsAt
December 31,
2019
InflowsOutflows
Market
Impact
OtherAt
September 30,
2020
Equity$138
$56
$(35)$42
$1
$202
Fixed income79
29
(20)1
3
92
Alternative/Other139
21
(15)(1)6
150
Long-term AUM subtotal356
106
(70)42
10
444
Liquidity196
1,174
(1,100)1

271
Total AUM$552
$1,280
$(1,170)$43
$10
$715
$ in billionsAt
December 31,
2018
InflowsOutflows
Market
Impact
OtherAt
September 30,
2019
Equity$103
$28
$(23)$18
$
$126
Fixed income68
17
(15)5
(1)74
Alternative/Other128
17
(14)8
(4)135
Long-term AUM subtotal299
62
(52)31
(5)335
Liquidity164
965
(956)1
(2)172
Total AUM$463
$1,027
$(1,008)$32
$(7)$507
Average AUM
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2021202020212020
Equity$402 $190 $350 $159 
Fixed income207 90 173 84 
Alternatives and Solutions451 148 356 143 
Long-term AUM subtotal1,060 428 879 386 
Liquidity and Overlay Services476 267 413 244 
Total AUM$1,536 $695 $1,292 $630 
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2020201920202019
Equity$190
$127
$159
$120
Fixed income90
73
84
70
Alternative/Other148
135
143
133
Long-term AUM subtotal428
335
386
323
Liquidity267
169
244
166
Total AUM$695
504
$630
$489
Average Fee Rates
 Three Months Ended
September 30,
Nine Months Ended
September 30,
Fee rate in bps2021202020212020
Equity72 7676 75
Fixed income37 2938 29
Alternatives and Solutions32 5837 59
Long-term AUM48 6053 59
Liquidity and Overlay Services5 156 16
Total AUM35 4338 42
 Three Months Ended
September 30,
Nine Months Ended
September 30,
Fee rate in bps2020201920202019
Equity76
7675
76
Fixed income29
3229
32
Alternative/Other58
6259
65
Long-term AUM60
6159
62
Liquidity15
1716
17
Total AUM43
4642
47
While Asset management and related fees arising from the acquisition are incremental to our revenues, certain Eaton Vance products may have higher or lower average fee rates than similar products prior to the acquisition, with the overall impact yielding a lower average fee rate.
For a description of the asset classes and rollforward items in the previous tables, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Segments—Investment Management—Assets Under Management or Supervision” in the 20192020 Form 10-K.10-K, except for the following updates to the definitions, which reflect the inclusion of certain Eaton Vance products.
Alternatives and Solutions—includes products in fund of funds, real estate, infrastructure, private equity and credit strategies, multi-asset portfolios as well as custom separate account portfolios.
Liquidity and Overlay Services—includes liquidity fund products as well as overlay services, which represent investment strategies that use passive exposure instruments to obtain, offset or substitute specific portfolio exposures, beyond those provided by the underlying holdings of the fund.

16September 20202021 Form 10-Q18

Management’s Discussion and Analysis
mslogo3q20.jpg

Planned Acquisition of Eaton Vance
On October 8, 2020, we entered into a definitive agreement under which we will acquire Eaton Vance Corp. (“Eaton Vance”), a leading provider of advanced investment management strategies and wealth management solutions, in a cash and stock transaction valued, as of the announcement, at approximately $7 billion, based on the closing price of our common stock and the number of Eaton Vance’s fully diluted shares outstanding on October 7, 2020. Under the terms of the agreement, Eaton Vance common stockholders will receive $28.25 in cash and 0.5833 shares of our common shares for each Eaton Vance common share. In addition, Eaton Vance common shareholders will receive a one-time special cash dividend of $4.25 per share to be paid pre-closing by Eaton Vance. The acquisition is subject to customary closing conditions, and is expected to close in the second quarter of 2021.


19September 2020 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg

Supplemental Financial Information
Income Tax Matters
Effective Tax Rate
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
U.S. GAAP21.1%18.2%22.2%19.1%
Adjusted effective income tax rate—non-GAAP1
24.3%21.4%22.3%21.3%
Net discrete tax provisions (benefits)  
Recurring2
$
$
$(94)$(127)
Intermittent3
(113)(89)(10)(190)
1.The adjusted effective income tax rate is a non-GAAP measure that excludes net discrete tax provisions (benefits) that are intermittent and includes those that are recurring. For further information on non-GAAP measures, see “Selected Non-GAAP Financial Information” herein.
2.
Provisions (benefits) related to conversion of employee share-based awards are expected to occur every year and, as such, are considered recurring discrete tax items.
3.Includes all tax provisions (benefits) that have been determined to be discrete, other than Recurring items as defined above.
The current quarter included intermittent net discrete tax benefits principally associated with the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of tax examinations in certain jurisdictions.
The prior year quarter included intermittent net discrete tax benefits primarily associated with the filing of the 2018 federal tax return and the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of multi-jurisdiction tax examinations.
The prior year period included intermittent net discrete tax benefits primarily associated with the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of multi-jurisdiction tax examinations and other matters. See Note 19 to the financial statements for further information.
U.S. Bank Subsidiaries
Our U.S. bank subsidiaries, as of September 30, 2020, Morgan Stanley Bank N.A. (“MSBNA”) and, Morgan Stanley Private Bank, National Association (“MSPBNA”), E*TRADE Bank (“ETB”), and E*TRADE Savings Bank (“ETSB”) (collectively, “U.S. Bank Subsidiaries”) accept deposits;deposits, provide loans to corporations, governments, financial institutionsa variety of customers, including large corporate and institutional clients as well as high to ultra-high net worth clients;individuals, and invest in securities. Lending activity recorded in the U.S. Bank Subsidiaries from the Institutional Securities business segment primarily includes loansSecured lending facilities and lending commitments to corporate clients.Commercial real estate loans. Lending activity recorded in the U.S. Bank Subsidiaries from the Wealth Management business segment primarily includes securities-basedSecurities-based lending, which allows clients to borrow money against
the value of qualifying securities, and residentialResidential real estate loans.
For a further discussion of our credit risks, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk.” For a further discussion about loans and lending commitments, see Notes 10 and 14 to the financial statements.
U.S. Bank Subsidiaries’ Supplemental Financial Information1
$ in billionsAt
September 30,
2021
At
December 31,
2020
Investment securities portfolio:
Investment securities—AFS$81.1 $90.3 
Investment securities—HTM63.0 52.6 
Total investment securities$144.1 $142.9 
Wealth Management Loans2
Residential real estate$41.4 $35.2 
Securities-based lending and Other3
79.8 62.9 
Total, net of ACL$121.2 $98.1 
Institutional Securities Loans2
Corporate$8.1 $7.9 
Secured lending facilities29.0 27.4 
Commercial and Residential real estate10.1 10.1 
Securities-based lending and Other6.2 5.4 
Total, net of ACL$53.4 $50.8 
Total Assets$367.1 $346.5 
Deposits4
$326.9 $309.7 
$ in billionsAt
September 30,
2020
At
December 31,
2019
Assets$266.2
$219.6
Investment securities portfolio:  
Investment securities—AFS62.9
42.4
Investment securities—HTM28.2
26.1
Total investment securities$91.1
$68.5
Deposits2
$238.0
$189.3
Wealth Management Loans3
Residential real estate$33.6
$30.2
Securities-based lending and Other4
57.7
49.9
Total$91.3
$80.1
Institutional Securities Loans3
Corporate$7.8
$5.6
Secured lending facilities28.2
26.8
Commercial and Residential real estate8.6
12.0
Securities-based lending and Other4.7
5.4
Total$49.3
$49.8
1.Amounts exclude transactions between the bank subsidiaries, as well as deposits from the Parent Company and affiliates.

2.For a further discussion of loans in the Wealth Management and Institutional Securities business segments, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk” herein.
1.
3.Other loans primarily include tailored lending.
4.For further information on deposits, see “Liquidity and Capital Resources—Funding Management—Unsecured Financing” herein.
Amounts exclude transactions between the bank subsidiaries, as well as deposits from the Parent Company and affiliates.
2.For further information on deposits, see “Liquidity and Capital Resources—Funding Management—Unsecured Financing” herein.
3.For a further discussion of loans in the Wealth Management and Institutional Securities business segments, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk” herein.
4.Other loans primarily include tailored lending.
Accounting Development Updates
The Financial Accounting Standards Board has issued certain accounting updates, which we have either determined are not applicable or are not expected to have a significant impact on our financial statements.

September 2020 Form 10-Q20

Management’s Discussion and Analysis
mslogo3q20.jpg

Critical Accounting Policies
Our financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions (see Note 1 to the financial statements). We believe that of our significant accounting policies (see Note 2 to the financial statements in the 20192020 Form 10-K and Note 2 to the 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 the 20192020 Form 10-K. As discussed in Note 2 to the financial statements, our acquisition of Eaton Vance on March 1, 2021 included indefinite lived intangible assets. The initial valuation of an intangible asset, including indefinite lived intangible assets, as part of the acquisition method of accounting and the subsequent valuation of intangible assets as part of impairment assessments are subjective and based, in part, on inputs that are unobservable. These inputs include, but are not limited to, forecasted cash flows, revenue growth rates, attrition rates and discount rates.
Liquidity and Capital Resources
SeniorOur liquidity and capital policies are established and maintained by senior management, with oversight by the Asset/Liability Management Committee and the Board of Directors (“Board”), establishes and maintains our 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. Our Treasury department, Firm Risk Committee, Asset/Liability Management Committee, and other committees and control groups assist in evaluating, monitoring and controlling the impact that our business activities have on our balance sheet, liquidity and capital structure. Liquidity and capital matters are reported regularly to the Board and the Risk Committee of the Board.
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 and 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 unitsegment needs. We also monitor key metrics, including asset and liability size and capital usage.
September 2021 Form 10-Q17

Management’s Discussion and Analysis
ms-20210930_g1.jpg
Total Assets by Business Segment
At September 30, 2021
$ in millionsISWMIMTotal
Assets
Cash and cash equivalents$98,346 $24,880 $637 $123,863 
Trading assets at fair value309,467 1,339 4,355 315,161 
Investment securities40,631 142,800  183,431 
Securities purchased under agreements to resell104,040 15,681  119,721 
Securities borrowed124,329 1,593  125,922 
Customer and other receivables62,270 34,872 1,211 98,353 
Loans1
52,117 121,237 5 173,359 
Other assets2
17,052 22,232 11,382 50,666 
Total assets$808,252 $364,634 $17,590 $1,190,476 
 At September 30, 2020
$ in millionsISWMIMTotal
Assets



Cash and cash equivalents$72,592
$22,018
$162
$94,772
Trading assets at fair value289,528
298
4,142
293,968
Investment securities42,149
88,556

130,705
Securities purchased under agreements to resell73,637
14,646

88,283
Securities borrowed100,175
628

100,803
Customer and other receivables57,593
14,067
877
72,537
Loans1
54,918
91,302
17
146,237
Other assets2
13,731
12,910
1,994
28,635
Total assets$704,323
$244,425
$7,192
$955,940
At December 31, 2019At December 31, 2020
$ in millionsISWMIMTotal$ in millionsISWMIMTotal
Assets Assets
Cash and cash equivalents$67,657
$14,247
$267
$82,171
Cash and cash equivalents$74,281 $31,275 $98 $105,654 
Trading assets at fair value293,477
47
3,586
297,110
Trading assets at fair value308,413 280 4,045 312,738 
Investment securities38,524
67,201

105,725
Investment securities41,630 140,524 — 182,154 
Securities purchased under agreements to resell80,744
7,480

88,224
Securities purchased under agreements to resell84,998 31,236 — 116,234 
Securities borrowed106,199
350

106,549
Securities borrowed110,480 1,911 — 112,391 
Customer and other receivables39,743
15,190
713
55,646
Customer and other receivables67,085 29,781 871 97,737 
Loans1
50,557
80,075
5
130,637
Loans1
52,449 98,130 18 150,597 
Other assets2
14,300
13,092
1,975
29,367
Other assets2
13,986 22,458 1,913 38,357 
Total assets$691,201
$197,682
$6,546
$895,429
Total assets$753,322 $355,595 $6,945 $1,115,862 
IS—Institutional Securities1.Amounts include loans held for investment, net of ACL, and loans held for sale but exclude loans at fair value, which are included in Trading assets in the balance sheets (see Note 10 to the financial statements).
WM—Wealth Management2.Other assets primarily includes Goodwill and Intangible assets, premises, equipment and software, ROU assets related to leases, other investments, and deferred tax assets.
IM—Investment Management
1.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 balance sheets (see Note 10 to the financial statements).
2.Other assets primarily includes Goodwill and Intangible assets, premises, equipment and software, ROU assets related to leases, other investments, 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 inreceivables. In the Institutional Securities business segment. Total assets increased to $956 billion at September 30, 2020segment, these arise from $895 billion at December 31, 2019.
market-making, financing and prime brokerage activities, and in the Wealth Management assets increased driven by continued growth in Loans as well as inbusiness segment, these arise from banking activities, including management of the investment portfolio, comprising Investment securities, Cash and cash equivalents and Securities purchased under agreements to resell, as a result of significantly higher deposits in this segment.
Institutional Securities’resell. Total assets were also higher, reflecting increases within Customer and other receivables, primarily in Equity financing.increased slightly to $1,190 billion at September 30, 2021 from $1,116 billion at December 31, 2020.
Liquidity Risk Management Framework
The core components of our Liquidity Risk Management Framework are the Required Liquidity Framework, Liquidity Stress Tests and Liquidity Resources, which support our target

21September 2020 Form 10-Q

Management’s Discussion and Analysis
mslogo3q20.jpg

liquidity profile. For a 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 the 20192020 Form 10-K.
At September 30, 20202021 and December 31, 2019,2020, we maintained sufficient liquidity to meet current and contingent funding obligations as modeled in our Liquidity Stress Tests.
Liquidity Resources
We maintain sufficient liquidity resources, which consist of HQLA and cash deposits with banks (“Liquidity Resources”) to cover daily funding needs and to meet strategic liquidity targets sized by the Required Liquidity Framework and Liquidity Stress Tests. The total amount of Liquidity Resources is actively managed by us considering the following components: unsecured debt maturity profile; balance sheet size and composition; funding needs in a stressed environment, inclusive of contingent cash outflows; legal entity, regional and segment liquidity requirements; regulatory requirements; and collateral requirements.
The amount of Liquidity Resources we hold is based on our risk tolerance and is subject to change depending on market and Firm-specific events. The Liquidity Resources are primarily held within the Parent Company and its major operating subsidiaries. The Total HQLA values in the tables immediately following are different from Eligible HQLA, which, in accordance with the LCR rule, also takes into account certain regulatory weightings and other operational considerations.
Liquidity Resources by Type of Investment
$ in millionsAt
September 30,
2021
At
December 31,
2020
Cash deposits with central banks$62,808 $49,669 
Unencumbered HQLA Securities1:
U.S. government obligations138,588 136,555 
U.S. agency and agency mortgage-backed securities107,714 99,659 
Non-U.S. sovereign obligations2
28,315 39,745 
Other investment grade securities632 2,053 
Total HQLA1
$338,057 $327,681 
Cash deposits with banks (non-HQLA)8,232 10,942 
Total Liquidity Resources$346,289 $338,623 
1.1HQLA is presented prior to applying weightings and includes all HQLA held in subsidiaries.
2.Primarily composed of unencumbered Japanese, U.K., German, French and Italian government obligations.
$ in millionsAt
September 30,
2020
At
December 31, 2019
Cash deposits with central banks$41,639
$35,025
Unencumbered HQLA Securities2:
  
U.S. government obligations113,058
88,754
U.S. agency and agency mortgage-backed securities63,961
50,732
Non-U.S. sovereign obligations3
37,470
29,909
Other investment grade securities1,398
1,591
Total HQLA2
$257,526
$206,011
Cash deposits with banks (non-HQLA)9,766
9,857
Total Liquidity Resources$267,292
$215,868
1.
In the first quarter of 2020, we changed our internal measure of liquidity from the Global Liquidity Reserve to Liquidity Resources, which is more closely aligned with the regulatory definition of HQLA. Prior periods have been recast to conform to the current presentation.
2.HQLA is presented prior to applying weightings and includes all HQLA held in subsidiaries.
3.
Primarily composed of unencumbered Japanese, UK, French, German and Dutch government obligations.
4.
Liquidity Resources by Bank and Non-Bank Legal Entities1
At
September 30,
2021
At
December 31,
2020
Average Daily Balance
Three Months Ended
$ in millionsSeptember 30, 2021
Bank legal entities
U.S.$168,880 $178,033 $173,306 
Non-U.S.12,172 7,670 11,451 
Total Bank legal entities181,052 185,703 184,757 
Non-Bank legal entities
U.S.:
Parent Company55,918 59,468 71,622 
Non-Parent Company53,565 33,368 45,116 
Total U.S.109,483 92,836 116,738 
Non-U.S.55,754 60,084 56,815 
Total Non-Bank legal entities165,237 152,920 173,553 
Total Liquidity Resources$346,289 $338,623 $358,310 
$ in millionsAt
September 30,
2020
At
December 31, 2019
Average Daily Balance
Three Months Ended
September 30, 2020
Bank legal entities

Domestic$115,821
$75,894
$113,991
Foreign5,384
4,049
5,624
Total Bank legal entities121,205
79,943
119,615
Non-Bank legal entities

Domestic:


Parent Company62,561
53,128
74,587
Non-Parent Company30,215
28,905
34,341
Total Domestic92,776
82,033
108,928
Foreign53,311
53,892
55,933
Total Non-Bank legal entities146,087
135,925
164,861
Total Liquidity Resources$267,292
$215,868
$284,476
1.In the first quarter of 2020, we changed our internal measure of liquidity from the Global Liquidity Reserve to Liquidity Resources, which is more closely aligned with the regulatory definition of HQLA. Prior periods have been recast to conform to the current presentation.18September 2021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg
Liquidity Resources may fluctuate from period to period based on the overall size and composition of our balance sheet, the maturity profile of our unsecured debt and estimates of funding needs in a stressed environment, among other factors. Liquidity Resources increased in the current year period primarily due to an increase in deposits.
Regulatory Liquidity Framework
Liquidity Coverage Ratio
WeThe Firm, MSBNA, MSPBNA and our U.S. Bank SubsidiariesETB are subjectrequired to maintain a minimum LCR requirements, including a requirement to calculate each entity’sof 100%. The LCR on each business day. The requirements are designed to ensure that banking organizations have sufficient Eligible HQLA to cover net cash outflows arising from significant stress over 30 calendar days, thus promoting the short-term resilience of the liquidity risk profile of banking organizations. In determining Eligible HQLA for LCR purposes, weightings (or asset haircuts) are applied to HQLA, and certain HQLA held in subsidiaries areis excluded.
As of September 30, 2020, we2021, the Firm, MSBNA, MSPBNA and our U.S. Bank SubsidiariesETB are compliant with the minimum required LCR of 100%.

September 2020 Form 10-Q22

Management’s Discussion and Analysis
mslogo3q20.jpg

Liquidity Coverage Ratio
Average Daily Balance
Three Months Ended
$ in millionsSeptember 30, 2021June 30, 2021
Eligible HQLA1
Cash deposits with central banks$66,288 $56,430 
Securities2
174,068 171,729 
Total Eligible HQLA1
$240,356 $228,159 
LCR134 %126 %
 Average Daily Balance
Three Months Ended
$ in millionsSeptember 30,
2020
June 30,
2020
Eligible HQLA1
  
Cash deposits with central banks$36,481
$52,369
Securities2
170,817
155,251
Total Eligible HQLA1
$207,298
$207,620
LCR136%147%
1.1.Under the LCR rule, Eligible HQLA is calculated using weightings and excluding certain HQLA held in subsidiaries.
2.Primarily includes U.S. Treasuries, U.S. agency mortgage-backed securities, sovereign bonds and investment grade corporate bonds.
The decrease in the LCR rule, Eligible HQLA is calculated using weightings and excluding certain HQLA held in the current quarter is due to higher average outflows, primarily related to secured funding with remaining maturities of less than 30 days.subsidiaries.
2.Primarily includes U.S. Treasuries, U.S. agency mortgage-backed securities, sovereign bonds and investment grade corporate bonds.
Net Stable Funding Ratio
The U.S. banking agencies have finalizedFirm, MSBNA, MSPBNA, and ETB are required to maintain a rule to implement theminimum NSFR whichof 100%. The NSFR requires large banking organizations to maintain sufficiently stable sources of funding over a one-year time horizon,horizon.
As of September 30, 2021, the Firm, MSBNA, MSPBNA, and will apply to us and our U.S. Bank Subsidiaries. These requirements become effective on July 1, 2021 and we will be in complianceETB are compliant with the final rule by the effective date.100% minimum NSFR requirement.
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 include our equity capital, borrowings, securities sold under agreements to repurchase, 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 the 20192020 Form 10-K.
Collateralized Financing Transactions
$ in millionsAt
September 30,
2021
At
December 31,
2020
Securities purchased under agreements to resell and Securities borrowed$245,643 $228,625 
Securities sold under agreements to repurchase and Securities loaned$73,120 $58,318 
Securities received as collateral1
$7,746 $4,277 
Average Daily Balance
Three Months Ended
$ in millionsAt
September 30,
2020
At
December 31,
2019
$ in millionsSeptember 30,
2021
December 31,
2020
Securities purchased under agreements to resell and Securities borrowed$189,086
$194,773
Securities purchased under agreements to resell and Securities borrowed$225,388 $195,376 
Securities sold under agreements to repurchase and Securities loaned$49,300
$62,706
Securities sold under agreements to repurchase and Securities loaned$69,974 $54,528 
Securities received as collateral1
$8,799
$13,022
 Average Daily Balance
Three Months Ended
$ in millionsSeptember 30,
2020
December 31,
2019
Securities purchased under agreements to resell and Securities borrowed$182,181
$210,257
Securities sold under agreements to repurchase and Securities loaned$58,474
$64,870
1.1.Included within Trading assets in the balance sheets.
Securities sold under agreements to repurchase and Securities loaned decreased to $49 billion at September 30, 2020 from $63 billion at December 31, 2019 primarily as a result of changes to our funding profile as a result of changes in the composition of ourbalance sheets.
See “Total Assets by Business Segment” herein for additional information on the assets shown in the previous table and liabilities.
See Note 2 to the financial statements in the 20192020 Form 10-K and Note 9 to the financial statements for more detailsadditional information on collateralized financing transactions.
In addition to the collateralized financing transactions shown in the previous table, we engage in financing transactions collateralized by customer-owned securities, which are segregated in accordance with regulatory requirements. Receivables under these financing transactions, primarily margin loans, are included in Customer and other receivables in the balance sheets, and payables under these financing transactions, primarily to prime brokerage customers, are included in Customer and other payables in the balance sheets. Our risk exposure on these transactions is mitigated by collateral maintenance policies. We also hold related liquidity reserves.policies and the elements of our Liquidity Risk Management Framework.
Unsecured Financing
For a discussion of our unsecured financing activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding Management—Unsecured Financing” in the 20192020 Form 10-K.

23September 20202021 Form 10-Q19

Management’s Discussion and Analysis
ms-20210930_g1.jpg

Deposits
$ in millionsAt
September 30,
2021
At
December 31,
2020
Savings and demand deposits:
Brokerage sweep deposits1
$273,137 $232,071 
Savings and other37,708 47,150 
Total Savings and demand deposits310,845 279,221 
Time deposits18,196 31,561 
Total2
$329,041 $310,782 
$ in millionsAt
September 30,
2020
At
December 31,
2019
Savings and demand deposits:  
Brokerage sweep deposits1
$164,146
$121,077
Savings and other38,431
28,388
Total Savings and demand deposits202,577
149,465
Time deposits36,676
40,891
Total$239,253
$190,356
1.Amounts represent balances swept from client brokerage accounts.
1.Amounts represent balances swept from client brokerage accounts.
2.Excludes approximately $9 billion and $25 billion of off-balance sheet deposits at unaffiliated financial institutions as of September 30, 2021 and December 31, 2020, respectively. This client cash held by third parties is not reflected in our balance sheets and is not immediately available for liquidity purposes.
Deposits are primarily sourced from our Wealth Management clients and are considered to have stable, low-cost funding characteristics. Totalcharacteristics. The increase in total deposits at September 30, 2020 increased compared with December 31, 2019,in the current year period was primarily driven by continued increases in brokerageBrokerage sweep deposits and savingsthe onboarding in the first quarter of 2021 of approximately $20 billion of E*TRADE sweep deposits previously held off-balance sheet at unaffiliated financial institutions, partially offset by maturities of Time deposits and lower Savings and other deposits.
Borrowings by Remaining Maturity at September 30, 202020211
$ in millionsParent CompanySubsidiariesTotal
Original maturities of one year or less$ $4,825 $4,825 
Original maturities greater than one year
2021$3,398 $1,444 $4,842 
20229,097 7,053 16,150 
202317,272 5,623 22,895 
202420,688 8,224 28,912 
202516,754 6,579 23,333 
Thereafter100,910 27,895 128,805 
Total$168,119 $56,818 $224,937 
Total Borrowings$168,119 $61,643 $229,762 
Maturities over next 12 months2
 $13,899 
$ in millionsParent CompanySubsidiariesTotal
Original maturities of one year or less$
$4,553
$4,553
Original maturities greater than one year
2020$641
$828
$1,469
202119,964
6,186
26,150
202216,418
4,011
20,429
202315,316
4,657
19,973
202415,938
5,436
21,374
Thereafter83,172
26,324
109,496
Total$151,449
$47,442
$198,891
Total Borrowings$151,449
$51,995
$203,444
Maturities over next 12 months2
  $20,247
1.Original maturity in the table is generally based on contractual final maturity. For borrowings with put options, remaining maturity represents the earliest put date.
1.Original maturity in the table is generally based on contractual final maturity. For borrowings with put options, remaining maturity represents the earliest put date.
2.Includes only borrowings with original maturities greater than one year.
2.Includes only borrowings with original maturities greater than one year.
Borrowings of $203$230 billion as of September 30, 20202021 increased modestlyslightly when compared with $193$217 billion at December 31, 2019.2020.
We believe that accessing debt investors through multiple distribution channels helps provide consistent access to the unsecured markets. In addition, the issuance of borrowings with original maturities greater than one year allows us to reduce reliance on short-term credit sensitive instruments. Borrowings with original maturities greater than one year 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.
The 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 also engage in, and may continue to engage in, repurchasesrepurchases of our borrowings in the ordinary courseas part of business.our market-making activities.
For further information on Borrowings, see Note 13 to the financial statements.
Credit Ratings
We rely on external sources to finance a significant portion of our daily operations. TheOur credit ratings are one of the factors in the cost and availability of financing generally are impacted by our credit ratings, among other things. In addition, our credit ratingsand can have an impact on certain trading revenues, particularly in those businesses where longer-term counterparty performance is a key consideration, such as certain OTC derivative transactions. When determining credit ratings, rating agencies consider both company-specific and industry-wide factors. These include regulatory or legislative changes, the macroeconomic environment and perceived levels of support, among other things. See also “Risk Factors— Liquidity Risk” in the 20192020 Form 10-K.
Parent Company, MSBNA and U.S. Bank Subsidiaries'MSPBNA Issuer Ratings at October 30, 2020
29, 2021
Parent Company
Short-Term
Debt
Long-Term
Debt
Rating
Outlook
DBRS, Inc.R-1 (middle)A (high)Stable
Fitch Ratings, Inc.F1ANegativeStable
Moody’s Investors Service, Inc.P-1A2A1Rating Under ReviewStable
Rating and Investment Information, Inc.a-1AStable
S&P Global RatingsA-2BBB+StablePositive
MSBNA
Short-Term
Debt
Long-Term
Debt
Rating
Outlook
Fitch Ratings, Inc.F1A+NegativeStable
Moody’s Investors Service, Inc.P-1Aa3Stable
S&P Global RatingsA-1A+Stable
MSPBNA
Short-Term
Debt
Long-Term
Debt
Rating
Outlook
Moody’s Investors Service, Inc.P-1Aa3Stable
S&P Global RatingsA-1A+Stable
On April 22, 2020, FitchMay 24, 2021, S&P Global Ratings Inc. placedrevised the Parent Company and MSBNA ratings on Negative outlook, a change from Stable, related to their expectation of significant operating environment headwinds due to the disruption to economic activity and financial markets from the COVID-19 pandemic.
On October 2, 2020, Moody’s Investors Service, Inc. (“Moody’s”) upgraded the issuer ratings of the Parent Company from A3 to A2 and U.S. Bank Subsidiaries from A1 to Aa3 and changed the outlooks to Stable. On October 29, Moody’s placed issuer ratings of the Parent Company under review for possible upgrade, changing their outlook from Stablestable to Rating Under Review.positive.

September 2020 Form 10-Q24

Management’s Discussion and Analysis
mslogo3q20.jpg

Incremental Collateral or Terminating Payments
In connection with certain OTC derivatives 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 clearing organizations in the event of a future credit rating downgrade irrespective of whether we are in a net asset or net liability position. See Note 7 to the financial statements for additional information on OTC derivatives that contain such contingent features.
20September 2021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg
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 other things, 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. In the future, we may expand or contract our capital base to address the changing needs of our businesses.
Common Stock Repurchases
 Three Months Ended
September 30,
Nine Months Ended
September 30,
in millions, except for per share data2021202020212020
Number of shares36 — 98 29 
Average price per share$99.44 $— $88.60 $46.01 
Total$3,557 $— $8,631 $1,347 
 Three Months Ended
September 30,
Nine Months Ended
September 30,
in millions, except for per share data2020201920202019
Number of shares
36
29
90
Average price per share$
$41.92
$46.01
$42.77
Total$
$1,500
$1,347
$3,860
On March 15, 2020, the Financial Services Forum announced that its eight U.S. Bank members, including us, had voluntarily suspended their share repurchase programs. On June 25, 2020, the Federal Reserve published summary results of CCAR and announced that large BHCs generally would be restricted in making share repurchases during the current quarter, and on September 30, 2020, the restrictions were extended through the fourth quarter of 2020. For moreadditional information on our capital plan,common stock repurchases, see “Liquidity and Capital Resources—Regulatory Requirements—Capital Plans, Stress Tests and the Stress Tests” herein.
For further information on our common stock repurchases, seeCapital Buffer” herein and Note 17 to the financial statements.
For a description of our capital plan, see “Liquidity and Capital Resources—Regulatory Requirements—Capital Plans, Stress Tests and the Stress Tests”Capital Buffer” herein.
Common Stock Dividend Announcement
Announcement dateOctober 15, 2020
14, 2021
Amount per share
$0.70 
$0.35
Date to be paidNovember 13, 2020
15, 2021
Shareholders of record as ofOctober 30, 2020
29, 2021


On June 25, 2020, the Federal Reserve announced that it would limitFor additional information on our common stock dividend payments in the current quarter for all large BHCs, and on September 30, 2020, the restrictions were extended through the fourth quarter of 2020. For additional information,dividends, see “Liquidity and Capital Resources—Regulatory Requirements—Capital Plans, Stress Tests and the Stress Tests”Capital Buffer” herein.
Preferred Stock Dividend Announcement
Announcement dateSeptember 15, 2020
Date paidOctober 15, 2020
Shareholders of record as ofSeptember 30, 2020
For additional information on our common stock and information on our preferred stock, see Note 17 to the financial statements.
Off-Balance Sheet Arrangements and Contractual Obligations
Off-Balance Sheet Arrangements
We enter into various off-balance sheet arrangements, including through unconsolidated 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 1416 to the financial statements in the 20192020 Form 10-K.
For information on our commitments, obligations under certain guarantee arrangements and indemnities, see Note 14 to the financial statements. For a further discussion of our lending commitments, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk—Loans and Lending Commitments.”Commitments” herein.
Contractual Obligations
For a discussion about our contractual obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations” in the 20192020 Form 10-K.

25September 2020 Form 10-Q

Management’s Discussion and Analysis
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Regulatory Requirements
Regulatory Capital Framework
We are an FHC under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and are subject to the regulation and oversight of the Federal Reserve. The Federal Reserve establishes capital requirements for us, including “well-capitalized” standards, and evaluates our compliance with such capital requirements. Regulatory capital requirements established by the Federal Reserve 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 (“Dodd-Frank Act”). The OCC establishes similar capital requirements and standards for our U.S. Bank Subsidiaries. For us to remain an FHC, we must remain well-capitalized in accordance with standards established by the Federal Reserve, and our U.S. Bank Subsidiaries must remain well-capitalized in accordance with standards established by the OCC. For additional information on regulatory capital requirements for our U.S. Bank Subsidiaries, see Note 16 to the financial statements.
Regulatory Capital Requirements
We are required to maintain minimum risk-based and leverage-based capital and TLAC ratios. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Capital Requirements” in
September 2021 Form 10-Q21

Management’s Discussion and Analysis
ms-20210930_g1.jpg
the 20192020 Form 10-K. For additional information on TLAC, see “Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements” herein.
Risk-Based 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). Capital standards require certain adjustments to, and deductions from, capital for purposes of determining these ratios.
Risk-Based Regulatory Capital Ratio Requirements
At September 30, 2021 and December 31, 2020
StandardizedAdvanced
Capital buffers
Capital conservation buffer2.5%
SCB1
5.7%N/A
G-SIB capital surcharge2
3.0%3.0%
CCyB3
0%0%
Capital buffer requirement4
8.7%5.5%
At September 30, 2021 and December 31, 2020
Regulatory MinimumStandardizedAdvanced
Required ratios5
Common Equity Tier 1 capital ratio4.5 %13.2%10.0%
Tier 1 capital ratio6.0 %14.7%11.5%
Total capital ratio8.0 %16.7%13.5%
1.For additional information on the SCB, see “Capital Plans, Stress Tests and the Stress Capital Buffer” herein and in the 2020 Form 10-K.
 
At
September 30, 2020
Beginning
 October 1, 2020
 Standardized and AdvancedStandardizedAdvanced
Capital buffers    
Capital conservation buffer2.5%
2.5%
Stress capital buffer (“SCB”)1
N/A
5.7%N/A
G-SIB capital surcharge2
3%3%3%
CCyB3
0%0%0%
Capital buffer requirement4
5.5%8.7%5.5%
  
At
September 30, 2020
Beginning
 October 1, 2020
 Regulatory MinimumStandardized and AdvancedStandardizedAdvanced
Required ratios5
    
Common Equity Tier 1 capital ratio4.5%10.0%13.2%10.0%
Tier 1 capital ratio6.0%11.5%14.7%11.5%
Total capital ratio8.0%13.5%16.7%13.5%
2.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 the 2020 Form 10-K.
1.For additional information on the SCB, see “Capital Plans and Stress Tests” and “Regulatory Developments—Stress Capital Buffer Final Rule” herein.
2.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 the 2019 Form 10-K.
3.The CCyB can be set up to 2.5%, but is currently set by the U.S. banking agencies at zero.
4.The capital buffer requirement represents the amount of Common Equity Tier 1 capital we must maintain above the minimum risk-based capital requirements in order to avoid 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. Beginning October 1, 2020, our Standardized Approach capital buffer requirement is equal to the sum of our SCB, G-SIB capital surcharge and CCyB, and our Advanced Approach capital buffer requirement is equal to our 2.5% capital conservation buffer, G-SIB capital surcharge and CCyB.
5.Required ratios represent the regulatory minimum plus the capital buffer requirement.
3.The CCyB can be set up to 2.5%, but is currently set by the U.S. banking agencies at zero.
4.The capital buffer requirement represents the amount of Common Equity Tier 1 capital we must maintain above the minimum risk-based capital requirements in order to avoid 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. Our Standardized Approach capital buffer requirement is equal to the sum of our SCB, G-SIB capital surcharge and CCyB, and our Advanced Approach capital buffer requirement is equal to our 2.5% capital conservation buffer, G-SIB capital surcharge and CCyB.
5.Required ratios represent the regulatory minimum plus the capital buffer requirement.
Our risk-based capital ratios for purposes of determining regulatory compliance are the lower of the capital ratios computed under each of (i) the standardized approaches for calculating credit risk and market risk RWA (“Standardized Approach”) orand (ii) the applicable advanced approaches for calculating credit risk, market risk and operational risk RWA (“Advanced Approach”). The credit risk RWA calculations between the two approaches differ in that the Standardized Approach requires calculation of RWA using prescribed risk weights, whereas the Advanced Approach utilizes models to calculate exposure amounts and risk weights.weights. At September 30, 20202021 and December 31, 2019, our2020, the differences between the actual and required ratios for determining regulatory compliance are based on the Advanced Approach andwere lower under the Standardized Approach rules, respectively.Approach.
Leverage-Based Regulatory CapitalCapital.. Minimum leverage-based capital requirements include a Tier 1 leverage ratio and an SLR. We are required to maintain an SLR of 5%, inclusive of an enhanced SLR capital buffer of at least 2%.
As of September 30, 2021 and December 31, 2020, our risk-based and leverage-based capital amounts and ratios, as well as RWA, adjusted average assets and supplementary leverage exposure are calculated

September 2020 Form 10-Q26

Management’s Discussion and Analysis
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excluding the effect of the adoption of CECL based on our election to defer this effect over a five-year transition period.period which began on January 1, 2020. For further information, see “Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments” herein.in the2020 Form 10-K.
Regulatory Capital Ratios
$ in millions
Required
Ratio
1
At September 30,
2021
At December 31, 2020
Risk-based capital—
Standardized
Common Equity Tier 1 capital$75,785 $78,650 
Tier 1 capital 83,435 88,079 
Total capital 94,062 97,213 
Total RWA 473,020 453,106 
Common Equity Tier 1 capital ratio13.2 %16.0 %17.4 %
Tier 1 capital ratio14.7 %17.6 %19.4 %
Total capital ratio16.7 %19.9 %21.5 %
$ in millions
Required
Ratio
1
At September 30,
2021
At December 31, 2020
Risk-based capital—
Advanced
Common Equity Tier 1 capital$75,785 $78,650 
Tier 1 capital 83,435 88,079 
Total capital 93,813 96,994 
Total RWA 441,214 445,151 
Common Equity Tier 1 capital ratio10.0 %17.2 %17.7 %
Tier 1 capital ratio11.5 %18.9 %19.8 %
Total capital ratio13.5 %21.3 %21.8 %
$ in millions
Required
Ratio1
At September 30, 2021At December 31, 2020
Leverage-based capital
Adjusted average assets2
$1,145,682 $1,053,510 
Tier 1 leverage ratio4.0 %7.3 %8.4 %
Supplementary leverage exposure3,4
$1,459,466 $1,192,506 
SLR4
5.0 %5.7 %7.4 %
1.Required ratios are inclusive of any buffers applicable as of the date presented. 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.
2.Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets for the quarters ending on the respective balance sheet dates, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments, certain deferred tax assets and other capital deductions.
3.Supplementary leverage exposure is the sum of Adjusted average assets used in the Tier 1 leverage ratio and other adjustments, primarily: (i) for derivatives, potential future exposure and the effective notional principal amount of sold credit protection offset by qualifying purchased credit protection; (ii) the counterparty credit risk for repo-style transactions; and (iii) the credit equivalent amount for off-balance sheet exposures.
4.Our SLR and Supplementary leverage exposure as of December 31, 2020 reflect the exclusion of U.S. Treasury securities and deposits at Federal Reserve Banks based on a Federal Reserve interim final rule that was in effect until March 31, 2021. As of December 31, 2020, the impact of the interim final rule on our SLR was an increase of 80 bps. For further information, see “Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments and Other Matters” herein and “Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments" in the 2020 Form 10-K.

 At September 30, 2020
$ in millions
Required
Ratio
1
StandardizedAdvanced
Risk-based capital   
Common Equity Tier 1 capital $71,157
$71,157
Tier 1 capital 79,905
79,905
Total capital 90,018
89,763
Total RWA 408,850
420,081
Common Equity Tier 1 capital ratio10.0%17.4%16.9%
Tier 1 capital ratio11.5%19.5%19.0%
Total capital ratio13.5%22.0%21.4%
    
$ in millions 
Required
Ratio1
At
September 30,
2020
Leverage-based capital   
Adjusted average assets2
  $962,435
Tier 1 leverage ratio 4.0%8.3%
Supplementary leverage exposure3,4
 $1,084,348
SLR4
 5.0%7.4%

 At December 31, 2019
$ in millions
Required
Ratio1
StandardizedAdvanced
Risk-based capital   
Common Equity Tier 1 capital $64,751
$64,751
Tier 1 capital 73,443
73,443
Total capital 82,708
82,423
Total RWA 394,177
382,496
Common Equity Tier 1 capital ratio10.0%16.4%16.9%
Tier 1 capital ratio11.5%18.6%19.2%
Total capital ratio13.5%21.0%21.5%
    
$ in millions 
Required
Ratio1
At
December 31,
2019
Leverage-based capital   
Adjusted average assets2
  $889,195
Tier 1 leverage ratio 4.0%8.3%
Supplementary leverage exposure3
 $1,155,177
SLR 5.0%6.4%
1.
Required ratios are inclusive of any buffers applicable as of the date presented. 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.
2.
Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets for the quarters ending on the respective balance sheet dates, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments, certain deferred tax assets and other capital deductions.
3.
Supplementary leverage exposure is the sum of Adjusted average assets used in the Tier 1 leverage ratio and other adjustments, primarily: (i) for derivatives, potential future exposure and the effective notional principal amount of sold credit protection offset by qualifying purchased credit protection; (ii) the counterparty credit risk for repo-style transactions; and (iii) the credit equivalent amount for off-balance sheet exposures.
4.Based on a Federal Reserve interim final rule in effect until March 31, 2021, our SLR and Supplementary leverage exposure as of September 30, 2020 reflect the exclusion of U.S. Treasury securities and deposits at Federal Reserve Banks. As of September 30, 2020, the impact of the interim final rule on our SLR was an improvement of 87 bps. For further information, see “Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments” herein.

2722September 20202021 Form 10-Q

Management’s Discussion and Analysis
ms-20210930_g1.jpg

Regulatory Capital
$ in millionsAt
September 30,
2021
At
December 31,
2020
Change
Common Equity Tier 1 capital
Common stock and surplus$13,755 $15,799 $(2,044)
Retained earnings87,356 78,978 8,378 
AOCI(2,701)(1,962)(739)
Regulatory adjustments and deductions:
Net goodwill(16,678)(11,527)(5,151)
Net intangible assets(6,878)(4,165)(2,713)
Other adjustments and deductions1
931 1,527 (596)
Total Common Equity Tier 1
capital
$75,785 $78,650 $(2,865)
Additional Tier 1 capital
Preferred stock$7,750 $9,250 $(1,500)
Noncontrolling interests534 619 (85)
Additional Tier 1 capital$8,284 $9,869 $(1,585)
Deduction for investments in covered funds(634)(440)(194)
Total Tier 1 capital$83,435 $88,079 $(4,644)
Standardized Tier 2 capital
Subordinated debt$9,522 $7,737 $1,785 
Eligible ACL1,182 1,265 (83)
Other adjustments and deductions(77)132 (209)
Total Standardized Tier 2
capital
$10,627 $9,134 $1,493 
Total Standardized capital$94,062 $97,213 $(3,151)
Advanced Tier 2 capital
Subordinated debt$9,522 $7,737 $1,785 
Eligible credit reserves933 1,046 (113)
Other adjustments and
deductions
(77)132 (209)
Total Advanced Tier 2 capital$10,378 $8,915 $1,463 
Total Advanced capital$93,813 $96,994 $(3,181)
1.Other adjustments and deductions used in the calculation of Common Equity Tier 1 capital primarily includes net after-tax DVA, the credit spread premium over risk-free rate for derivative liabilities, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments and certain deferred tax assets.
$ in millionsAt
September 30,
2020
At
December 31,
2019
Change
Common Equity Tier 1 capital   
Common stock and surplus$4,350
$5,228
$(878)
Retained earnings76,353
70,589
5,764
AOCI(537)(2,788)2,251
Regulatory adjustments and deductions:  
Net goodwill(7,242)(7,081)(161)
Net intangible assets(1,776)(2,012)236
Other adjustments and deductions1
9
815
(806)
Total Common Equity Tier 1
capital
$71,157
$64,751
$6,406
Additional Tier 1 capital   
Preferred stock$8,520
$8,520
$
Noncontrolling interests625
607
18
Additional Tier 1 capital$9,145
$9,127
$18
Deduction for investments in covered funds(397)(435)38
Total Tier 1 capital$79,905
$73,443
$6,462
Standardized Tier 2 capital   
Subordinated debt$8,681
$8,538
$143
Noncontrolling interests147
143
4
Eligible ACL1,287
590
697
Other adjustments and deductions(2)(6)4
Total Standardized Tier 2
capital
$10,113
$9,265
$848
Total Standardized capital$90,018
$82,708
$7,310
Advanced Tier 2 capital   
Subordinated debt$8,681
$8,538
$143
Noncontrolling interests147
143
4
Eligible credit reserves1,032
305
727
Other adjustments and
 deductions
(2)(6)4
Total Advanced Tier 2 capital$9,858
$8,980
$878
Total Advanced capital$89,763
$82,423
$7,340
1.Other adjustments and deductions used in the calculation of Common Equity Tier 1 capital primarily includes net after-tax DVA, the credit spread premium over risk-free rate for derivative liabilities, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments and certain deferred tax assets.
RWA Rollforward
 Nine Months Ended
September 30, 2020
$ in millionsStandardizedAdvanced
Credit risk RWA  
Balance at December 31, 2019$342,684
$228,927
Change related to the following items:  
Derivatives4,622
24,322
Securities financing transactions(9,314)514
Securitizations(1,595)(3,016)
Investment securities2,468
3,904
Commitments, guarantees and loans5,017
1,776
Cash718
1,838
Equity investments3,027
3,207
Other credit risk1
(601)(762)
Total change in credit risk RWA$4,342
$31,783
Balance at September 30, 2020$347,026
$260,710
Market risk RWA  
Balance at December 31, 2019$51,493
$51,597
Change related to the following items:  
Regulatory VaR9,673
9,673
Regulatory stressed VaR1,987
1,987
Incremental risk charge180
180
Comprehensive risk measure210
106
Specific risk:  
Non-securitization(99)(99)
Securitization(1,620)(1,620)
Total change in market risk RWA$10,331
$10,227
Balance at September 30, 2020$61,824
$61,824
Operational risk RWA  
Balance at December 31, 2019N/A
$101,972
Change in operational risk RWAN/A
(4,425)
Balance at September 30, 2020N/A
$97,547
Total RWA$408,850
$420,081
 Nine Months Ended
September 30, 2021
$ in millionsStandardizedAdvanced
Credit risk RWA
Balance at December 31, 2020$387,066 $284,930 
Change related to the following items:
Derivatives10,529 (14,533)
Securities financing transactions5,914 947 
Investment securities(2,563)357 
Commitments, guarantees and loans639 4,260 
Equity investments2,117 2,196 
Other credit risk1
6,884 6,395 
Total change in credit risk RWA$23,520 $(378)
Balance at September 30, 2021$410,586 $284,552 
Market risk RWA
Balance at December 31, 2020$66,040 $66,040 
Change related to the following items:
Regulatory VaR(6,747)(6,747)
Regulatory stressed VaR(1,908)(1,908)
Incremental risk charge3,032 3,032 
Comprehensive risk measure(125)(125)
Specific risk2,142 2,142 
Total change in market risk RWA$(3,606)$(3,606)
Balance at September 30, 2021$62,434 $62,434 
Operational risk RWA
Balance at December 31, 2020N/A$94,181 
Change in operational risk RWAN/A47 
Balance at September 30, 2021N/A$94,228 
Total RWA$473,020 $441,214 
Regulatory VaR—VaR for regulatory capital requirements

1.Amounts reflect assets not in a defined category, non-material portfolios of exposures and unsettled transactions.
1.Amounts reflect assets not in a defined category, non-material portfolios of exposures and unsettled transactions, as applicable.
Credit risk RWA increased in the current year period increased under both the Standardized andApproach, while it is relatively unchanged under the Advanced Approaches primarily from an increase in Derivatives exposure driven by market volatility, an increase in Investment securities mainly due to increased exposures to U.S. government and agency securities, and an increase in Equity investments due to increased exposure and market value gains.Approach. Under the Standardized Approach, increased exposures in lending activities within the Wealth Managementincrease was primarily from Derivatives and Institutional Securities business segments were partially offset by a decrease in Securities financing transactions.transactions driven by increased exposure. Under the Advanced Approach, thedecreased CVA in Derivatives due to lower credit spread volatility was offset by increased exposure in Derivativesevent lending within the Institutional Securities business segment and higher credit spread volatilities also led to an increase in RWA related to CVA.other increases.
Market risk RWA increaseddecreased in the current year period under both the Standardized and Advanced Approaches primarily due to an increasea decrease in Regulatory VaR mainly as a result of higherreduced volatility as the peak COVID-19 market volatility.
stress in 2020 is no longer included in VaR. This was partially offset by an increase in the Incremental risk charge and non-securitization charges due to increased exposure.

September 2020 Form 10-Q28

Management’s Discussion and Analysis
mslogo3q20.jpg

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

The Federal Reserve has established external TLAC, long-term debt (“LTD”) and clean holding company requirements for top-tier BHCs of U.S. G-SIBs (“covered BHCs”), including the Parent Company. These requirements are designed to ensure that covered BHCs will have enough loss-absorbing resources at the point of failure to be recapitalized through the conversion of eligible LTD to equity or otherwise
September 2021 Form 10-Q23

Management’s Discussion and Analysis
ms-20210930_g1.jpg
by imposing losses on eligible LTD or other forms of TLAC where an SPOE resolution strategy is used.
Required and Actual TLAC and Eligible LTD Ratios
 
Actual
Amount/Ratio
$ in millionsRegulatory Minimum
Required Ratio1
At
September 30,
2021
At
December 31,
2020
External TLAC2
$234,639 $216,129 
External TLAC as a % of RWA18.0 %21.5 %49.6 %47.7 %
External TLAC as a % of leverage exposure7.5 %9.5 %16.1 %18.1 %
Eligible LTD3
$142,978 $120,561 
Eligible LTD as a % of RWA9.0 %9.0 %30.2 %26.6 %
Eligible LTD as a % of leverage exposure4.5 %4.5 %9.8 %10.1 %
   
Actual
Amount/Ratio
$ in millionsRegulatory Minimum
Required 
Ratio1
At
September 30,
2020
At
December 31,
2019
External TLAC2
  $202,472
$196,888
External TLAC as a % of RWA18.0%21.5%48.2%49.9%
External TLAC as a % of leverage exposure7.5%9.5%18.7%17.0%
Eligible LTD3
  $114,952
$113,624
Eligible LTD as a % of RWA9.0%9.0%27.4%28.8%
Eligible LTD as a % of leverage exposure4.5%4.5%10.6%9.8%
1.Required ratios are inclusive of applicable buffers. The final rule imposes TLAC buffer requirements on top of both the risk-based and leverage exposure-based external TLAC minimum requirements. The risk-based TLAC buffer is equal to the sum of 2.5%, our Method 1 G-SIB surcharge and the CCyB, if any, as a percentage of total RWA. The leverage exposure-based TLAC buffer is equal to 2% of our total leverage exposure. 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.
1.
Required ratios are inclusive of applicable buffers.The final rule imposes TLAC buffer requirements on top of both the risk-based and leverage exposure-based external TLAC minimum requirements. The risk-based TLAC buffer is equal to the sum of 2.5%, our Method 1 G-SIB surcharge and the CCyB, if any, as a percentage of total RWA. The leverage exposure-based TLAC buffer is equal to 2% of our total leverage exposure. 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.2.External TLAC consists of Common Equity Tier 1 capital and Additional Tier 1 capital (each excluding any noncontrolling minority interests), as well as eligible LTD.
3.Consists of TLAC-eligible LTD reduced by 50% for amounts of unpaid principal due to be paid in more than one year but less than two years from each respective balance sheet date.
2.
External TLAC consists of Common Equity Tier 1 capital and Additional Tier 1 capital (each excluding any noncontrolling minority interests), as well as eligible LTD.
3.Consists of TLAC-eligible LTD reduced by 50% for amounts of unpaid principal due to be paid in more than one year but less than two years from each respective balance sheet date.
We are in compliance with all TLAC requirements as of September 30, 20202021 and December 31, 2019.2020. For a further discussion of TLAC and related requirements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Regulatory Capital Requirements—Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements” in the 20192020 Form 10-K.
Capital Plans, and Stress Tests and the Stress Capital Buffer
Pursuant to the Dodd-Frank Act, the Federal Reserve has adopted capital planning and stress test requirements for large BHCs, which form part of the Federal Reserve’s annual CCAR framework.
We must submit, on at least an annual basis, a capital plan to the Federal Reserve, taking into account the results of separate annual stress tests designed by us and the Federal Reserve, so that the Federal Reserve may assess our systems and processes that incorporate forward-looking projections of revenues and losses to monitor and maintain our internal capital adequacy. As banks with less than $250 billion of total assets, our U.S. Bank Subsidiaries are not subject to company-run stress test regulatory requirements.
For the 2021 capital planning and stress test cycle, we submitted our 2020 Capital Plan (“Capital Plan”)capital plan and company-run stress test results to the Federal Reserve on April 6, 2020.5, 2021. On June 25, 2020,24, 2021, the Federal Reserve published
summary results of its supervisory stress tests of each large BHC. On June 29, 2020, we disclosed a summaryBHC, and following the publication of the results of our company-run stress tests on our Investor Relations website. On September 4, 2020, we announced we will be subject to an SCB of 5.7% beginning October 1, 2020, which reflects the Federal Reserve’s corrected 2020 supervisory stress test results. We had previously announced that we would be subject to an SCB of 5.9%, which reflected the Federal Reserve’s original 2020 supervisory stress test results, released in June 2020.we
announced that our SCB will remain at 5.7% from October 1, 2021 through September 30, 2022. Together with other features of the regulatory capital framework, this revised SCB results in an aggregate Standardized Approach Common Equity Tier 1 required ratio of 13.2%. Generally, our SCB will be updatedis determined annually based on the results of the supervisory stress test. See “Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments—Stress Capital Buffer Final Rule” herein for additional information on
Additionally, under the SCB.
The Federal Reserve required each large BHC to update and resubmit itsmodified capital plan. On November 2, 2020, we resubmitted our 2020 Capital Plan and company-run stress test results based on revised scenarios releasedaction restrictions announced previously by the Federal Reserve, on September 17, 2020. We expect thatin the Federal Reserve will publish summary resultsfirst two quarters of the second round of supervisory stress tests for each large BHC, including us, by the end of this year.
Based on the Federal Reserve announcement on June 25, 2020, all2021 large BHCs were subjectpermitted to capital action restrictions in the current quarter. Except as noted below, these restrictions generally prohibit large BHCs from making any capital distribution (excluding any capital distribution arising from the issuance of a capital instrument eligible for inclusion in the numerator of a regulatory capital ratio), unless otherwise approved by the Federal Reserve. Large BHCs are, however, authorized to make share repurchases relating to issuances ofpay common stock related to employee stock ownership plans;dividends, provided that a BHC doesthey did not increase the amount of its common stock dividends to pay common stock dividendsbe larger than the level paid in the second quarter of 2020, and make share repurchases that, doin the aggregate, did not exceed an amount equal to the average of the BHC’sfirm’s net income for the four preceding calendar quarters, unless otherwise specified byquarters; make share repurchases that equal the Federal Reserve;amount of share issuances related to expensed employee compensation; and toredeem and make scheduled payments on additional Tier 1 and Tier 2 capital instruments. On SeptemberThe Federal Reserve subsequently announced that the restrictions described above would end on June 30, 2020,2021 for all firms whose capital levels are above minimum risk-based requirements in the Federal Reserve’s annual supervisory stress test.
Based on the results of the 2021 supervisory stress tests, the temporary capital action supervisory restrictions previously applicable to us ended on June 30, 2021. Beginning July 1, 2021, the Firm is permitted, in its discretion, to adjust its capital distributions without seeking prior approval from the Federal Reserve, provided that it remains in compliance with all applicable regulatory capital requirements, including the SCB. We disclosed a summary of the results of our company-run stress tests on our Investor Relations website, and announced that such capital action restrictions would be extended throughour Board of Directors authorized the fourth quarter of 2020. For a further discussionincrease of our quarterly common stock dividend to $0.70 per share from $0.35 per share beginning with the common stock dividend announced on July 15, 2021, and authorized the repurchase of up to $12 billion of outstanding common stock from July 1, 2021 through June 30, 2022, from time to time as conditions warrant, which supersedes the previous common stock repurchase authorization.
For additional information, on our capital plans,planning and stress tests, including the SCB, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Balance Sheet—Capital Management” hereinPlans, Stress Tests and the Stress Capital Buffer” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Action Supervisory Restrictions” in the 20192020 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

29September 2020 Form 10-Q

Management’s Discussion and Analysis
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is based on capital usage calculated under the
24September 2021 Form 10-Q

Management’s Discussion and Analysis
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Required Capital framework, as well as each business segment’s relative contribution to our total Required Capital.
The Required Capital framework is a risk-based and leverage-based 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. The amount of capital allocated to the business segments is generally set at the beginning of each year and remains fixed throughout the year until the next annual reset unless a significant business change occurs (e.g.e.g., acquisition or disposition). 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 common equity. We generally hold Parent common equity for prospective regulatory requirements, organic growth, potential future acquisitions and other capital needs.
We are currently evaluating potential updates to our Required Capital framework to take into account changes to our risk-based capital requirements resulting from the SCB and we will continue to evaluate the framework with respect to the impact of other future regulatory requirements, as appropriate.
Average Common Equity Attribution under the Required Capital Framework1
Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2021202020212020
Institutional Securities$43.5 $42.8 $43.5 $42.8 
Wealth Management2
28.6 18.2 28.6 18.2 
Investment Management3
10.7 2.6 8.2 2.6 
Parent15.8 15.1 16.6 13.3 
Total$98.6 $78.7 $96.9 $76.9 
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in billions2020201920202019
Institutional Securities$42.8
$40.4
$42.8
$40.4
Wealth Management18.2
18.2
18.2
18.2
Investment Management2.6
2.5
2.6
2.5
Parent15.1
12.3
13.3
11.4
Total$78.7
$73.4
$76.9
$72.5
1.The attribution of average common equity to the business segments is a non-GAAP financial measure. See “Selected Non-GAAP Financial Information” herein.
2.The total average common equity and the allocation to the Wealth Management business segment in 2021 reflect the E*TRADE acquisition on October 2, 2020.
1.
3. The total average common equity and the allocation to the Investment Management business segment in 2021 reflect the Eaton Vance acquisition on March 1, 2021.
The Firm has made updates to its Required Capital framework for 2021 and continues to evaluate the impact of evolving regulatory requirements, as appropriate.
The attribution of average common equity to the business segments is a non-GAAP financial measure. See “Selected Non-GAAP Financial Information” herein.
Resolution and Recovery Planning
Pursuant to the Dodd-Frank Act, we are required to periodically submit to the Federal Reserve and the FDIC a 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 next resolution plan submission will be a We submitted our 2021 targeted resolution plan in Julyon June 30, 2021.
As described in our most recent resolution plan, which was submitted on June 28, 2019, our preferred resolution strategy is an SPOE strategy. In line with our SPOE strategy, the Parent Company has transferred, and has agreed to transfer on an ongoing basis, certain assets to its wholly owned, direct subsidiary Morgan Stanley Holdings LLC (the “Funding IHC”). In addition, the Parent Company has entered into an amended and restated support agreement with its material entities (including the Funding IHC) and certain other subsidiaries. In the event of a resolution scenario, the Parent Company would be obligated to contribute all of its Contributable Assets to our
material entities and/or the Funding IHC. The Funding IHC would be
obligated to provide capital and liquidity, as applicable, to our material entities. The combined implication of the SPOE resolution strategy and the requirement to maintain certain levels of TLAC is that losses in resolution would be imposed on the holders of eligible long-term debt and other forms of eligible TLAC issued by the Parent Company before any losses are imposed on the holders of the debt securitiescreditors of our operating subsidiariesmaterial entities and without requiring taxpayer or before putting U.S. taxpayers at risk.government financial support.
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,” “Risk Factors—Legal, Regulatory and Compliance Risk” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Resolution and Recovery Planning” in the 20192020 Form 10-K.
Regulatory Developments and Other Matters
Final Rule onPlanned Adoption of the Regulatory Capital TreatmentStandardized Approach for Investments in Certain Unsecured Debt Instruments Issued by G-SIBsCounterparty Credit Risk (“SA-CCR”)

The U.S. banking agencies have issued aagencies’ final rule that, among other things, modifiesto implement SA-CCR requires compliance by January 1, 2022 for Advanced Approaches banking organizations, such as the Parent Company. We intend to early adopt SA-CCR under the final rule in the fourth quarter of 2021. SA-CCR replaces the current exposure method used to measure derivatives counterparty exposure on the Standardized Approach RWA and Supplementary leverage exposure calculations in the regulatory capital framework for large U.S. banking organizations, including usframework. In the absence of further mitigation, the adoption of SA-CCR could increase our RWA under the Standardized Approach by $35 billion to $45 billion and reduce our U.S. Bank Subsidiaries. UnderStandardized Common Equity Tier 1 capital ratio by approximately 120 basis points. This preliminary estimate of the final rule, such organizations are requiredinitial impact of adopting SA-CCR is subject to make certain deductions from regulatoryrisks and uncertainties, including regarding portfolio composition and mitigation efforts as of the adoption date, that may cause the actual impact to differ materially and should not be taken as a projection of what our capital for their investments in certain unsecured debt instruments (including eligible LTD in the TLAC framework) issued by the Parent Companyratios and other G-SIBs. These requirements become effective on April 1, 2021 and we expect toRWA will be in compliance with the final rule by the effective date.future periods.
Swap Dealer and Security-based Swap Dealer Regulations

CFTC Final Rule on Capital Requirements for Swap Dealers
The CFTC has finalized rules establishing capital requirements for CFTC-registered swap dealers not subject to regulation by a prudential regulator. Complianceregulator required compliance by October 6, 2021. A number of our U.S. and non-U.S. CFTC-regulated swap dealers have been required to comply with these rules which will apply to a numbersince such date. Additionally, the compliance date for SEC rules requiring the registration of our subsidiaries that are CFTC-registeredsecurity-based swap dealers was November 1, 2021. Compliance by our security-based swap dealers with associated SEC requirements, including but not limited to those related to capital and business conduct standards, is required by October 6, 2021.
Final Rulenow also required. Each entity subject to Amendthese rules was compliant with the Covered Fund Provisionsapplicable requirements as of the Volcker Rule
The Federal financial regulatory agencies responsible for the Volcker Rule’s implementing regulations have finalized a rule that revises the prohibition on certain investments by banking entities with defined covered funds. The final rule adds certain new exclusions from the definition of covered fund, while streamlining others. It also simplifies certain restrictions oncompliance dates.

September 20202021 Form 10-Q3025

Management’s Discussion and Analysis
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inter-affiliate relationships with covered funds. The final rule was effective October 1, 2020.
Stress Capital BufferExpiration of the Supplementary Leverage Ratio Interim Final Rule
The Federal Reserve has adopted a final rule to integrate its annual capital planning and stress testing requirements with existing applicable regulatory capital requirements. The final rule, which applies to certain BHCs, introduces an SCB and related changes to the capital planning and stress testing processes.
The SCB applies only with respect to Standardized Approach risk-based capital requirements and replaces the existing Common Equity Tier 1 capital conservation buffer of 2.5%. The SCB is the greater of (i) the maximum decline in our Common Equity Tier 1 capital ratio under the severely adverse scenario over the supervisory stress test measurement period plus the sum of the four quarters of planned common stock dividends divided by the projected RWAs from the quarter in which the Firm’s projected Common Equity Tier 1 capital ratio reaches its minimum in the supervisory stress test and (ii) 2.5%. Beginning October 1, 2020, risk-based regulatory capital requirements under the Standardized Approach include the SCB, as summarized above, as well as our Common Equity Tier 1 GSIB capital surcharge and any applicable Common Equity Tier 1 CCyB.
The final rule makes related changes to capital planning and stress testing processes for BHCs subject to the SCB. In particular, the supervisory stress test will assume that BHCs generally maintain a constant level of assets and RWAs throughout the projection period. In addition, the supervisory stress test will no longer assume that BHCs make all planned capital distributions, although the SCB will incorporate the dollar amount of four quarters of planned common stock dividends, as summarized above.
The final rule does not change regulatory capital requirements under the Advanced Approach, the Tier 1 leverage ratio or the SLR.
Regulatory Developments in Response to COVID-19
In the United States,On March 19, 2021, the Federal Reserve announced that the other U.S. state and federal financial regulatory agencies and Congress have taken actionstemporary change to mitigate disruptions to economic activity and financial stability resulting from COVID-19.
Federal Reserve and other U.S. Banking Agency Actions
The Federal Reserve has established, or has taken steps to establish, a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19. Through these facilities and programs, the Federal Reserve has taken steps to directly or indirectly purchase assets or debt instruments
from, or make loans to, U.S.SLR for bank holding companies, financial institutions, municipalities and other market participants. In the current year period, we have participated as principal, as well as on behalf of clients, in certain of these facilities and programs and we may participate in other of these facilities and programs in the future.
In addition, the Federal Reserve has taken a range of other actions to support the flow of credit to households and businesses. For example, the Federal Reserve has set the target rangewhich allowed for the federal funds rate at 0 to 0.25% and has increased its holdingsexclusion of U.S. Treasury securities and agency mortgage-backed securities, purchased agency commercial mortgage-backed securities, and established a facility to purchase corporate debt securities and shares of exchange-traded funds holding such securities. Thedeposits at Federal Reserve has also encouraged depository institutions to borrow from the discount window and has lowered the primary credit rate for such borrowings by 150 basis points to 0.25% while extending the term of such loans up to 90 days. In addition, reserve requirements have been reduced to zero.
Acting in concert with the other U.S. banking agencies, the Federal Reserve has also issued statements encouraging banking organizations to use their capital and liquidity buffersBanks, would expire as they lend to households and businesses affected by COVID-19.
Further, the Federal Reserve along with the other U.S. banking agencies, issued guidance stating that granting certain concessions to borrowers that are currentscheduled on existing loans, either individually or as part of a program for creditworthy borrowers who are experiencing short-term financial or operational problems asMarch 31, 2021. As a result, this exclusion was eliminated beginning in the second quarter of 2021. For a summary of the COVID-19 pandemic, generally would not be considered TDRs under applicable U.S. GAAP. This guidance also clarifies that efforts to work with borrowersimpact of one-to-four family residential mortgages impacted by the COVID-19 pandemic and meeting certain criteria will not result in such loans being deemed restructured or modified for purposes of regulatory capital requirements.
The Federal Reserve and other U.S. banking agencies have also issued a series of rulemakings in response to the COVID-19 pandemic, including to facilitate banking organizations’ use of their capital buffers:
Supplementary Leverage Ratio Interim Final Rules. The Federal Reserve has adopted an interim final rule that excludes, on a temporary basis, U.S. Treasury securities and deposits at Federal Reserve Banks from our supplementary leverage exposure from April 1, 2020 to March 31, 2021.
A similarthis interim final rule, issued by the OCC along with the other U.S. banking agencies provides national banks, including MSBNA and MSPBNA, an optional election, which is considered on a case-by-case basis by the OCC if received after June 30, 2020, to apply similar relief. If elected and approved, a national bank must receive prior approval from the OCC before making any capital distributions while the

31September 2020 Form 10-Q

Management’s Discussion and Analysis
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exclusion is in effect. As of September 30, 2020, neither MSBNA nor MSPBNA made this optional election.
Revisions to Definition of Eligible Retained Income. The U.S. banking agencies have adopted as final an interim final rule, which was effective March 20, 2020, amending the definition of eligible retained income in their respective capital rules. As amended, eligible retained income is defined by the U.S. banking agencies as the greater of (i) net income for the four preceding calendar quarters, net of any distributions and associated tax effects not already reflected in net income, and (ii) the average of net income over the preceding four quarters. This definition applies with respect to any payout restrictions applicable in the event of a breach of any regulatory capital buffers, including any applicable CCyB, G-SIB capital surcharge, capital conservation buffer, the enhanced SLR and, once effective, SCB, which replaces the capital conservation buffer under the Standardized Approach.
Separately, the Federal Reserve has adopted as final an interim final rule, which was effective March 26, 2020, amending the definition of eligible retained income under its TLAC rule to be consistent with the revised definition of eligible retained income in the regulatory capital framework, as summarized above.
Regulatory Capital and Stress Testing Developments Related to Implementation of CECL. The U.S. banking agencies have adopted a final rule, consistent with an interim final rule which was effective March 31, 2020, altering, for purposes of the regulatory capital and TLAC requirements, the required adoption time period for CECL. We have elected to apply a transition method provided by the rule, under which the effects of CECL on our regulatory capital and TLAC requirements are deferred for two years, followed by a three-year phase-in of the aggregate capital effects of the two-year deferral.
Non-U.S. Central Bank Actions
In addition to actions taken by the Federal Reserve, many non-U.S. central banks have announced similar facilities and programs in response to the economic and market disruptions associated with COVID-19. Firm subsidiaries operating in non-U.S. markets may participate, or perform customer facilitation roles, in such non-U.S. facilities or programs.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)
The CARES Act was signed into law on March 27, 2020. Pursuant to the CARES Act, the U.S. Treasury has the authority to provide loans, guarantees and other investments in support of eligible businesses, states and municipalities affected by the economic effects of COVID-19. Some of these funds may also be used to support the several Federal Reserve programs and facilities described in “Federal Reserve Actions” previously or additional programs or facilities that are established by the
Federal Reserve under its Section 13(3) authority and meet certain criteria. Among other provisions, the CARES Act also includes funding for the Small Business Administration to expand lending, relief from certain U.S. GAAP requirements to allow COVID-19-related loan modifications to not be categorized as TDRs and a range of incentives to encourage deferment, forbearance or modification of consumer credit and mortgage contracts.
The CARES Act also includes several measures that temporarily adjust existing laws or regulations. These include providing the FDIC with additional authority to guarantee the deposits of solvent insured depository institutions held in non-interest-bearing business transaction accounts to a maximum amount specified by the FDIC, reinstating the FDIC’s Temporary Liquidity Guarantee Authority to guarantee debt obligations of solvent insured depository institutions or depository institution holding companies, temporarily allowing the U.S. Treasury to fully guarantee money market mutual funds and granting additional authority to the OCC to provide certain exemptions to the lending limits imposed on national banks.
Other Matters
U.K. Withdrawal from the E.U.
On January 31, 2020, the U.K. withdrew from the E.U. under the terms of a withdrawal agreement between the U.K. and the E.U. The withdrawal agreement provides for a transition period to the end of December 2020, during which time the U.K. will continue to apply E.U. law as if it were a member state, and U.K. firms’ rights to provide financial services in E.U. member states will continue. Access to the E.U. market after the transition period remains subject to negotiation.
We have prepared the structure of our European operations for a range of potential outcomes, including for the possibility that U.K. financial firms’ access to E.U. markets after the transition period is limited, and we expect to be able to continue to serve our clients and customers under each of these potential outcomes.
For more information on the U.K.’s withdrawal from the E.U., our related preparations and the potential impact on our operations, see “Risk Factors— International Risk” in the 2019 Form 10-K. For further information regarding our exposure to the U.K., see also “Quantitative and Qualitative Disclosures about Risk—Country and Other Risks."“Regulatory Capital Requirements” herein.
Planned Replacement of London Interbank Offered Rate and Replacement or Reform of Other Interest Rates
Central banks around the world, including the Federal Reserve, have commissioned committees and working groups of market participants and official sector representatives to replace LIBOR and replace or reform other interest rate benchmarks (collectively, the “IBORs”). Accordingly,On March 5, 2021, ICE Benchmark Administration, which administers LIBOR publication, announced that it will cease the publication of most LIBOR rates as of the end of December 2021, except for the publication until June 30, 2023 of the most widely used U.S. dollar LIBOR tenors, and the U.K. Financial Conduct Authority (“FCA”), which regulates LIBOR publication, announced that it would not compel panel banks to submit to LIBOR beyond those dates.

Subsequently, the International Swaps and Derivatives Association (“ISDA”) confirmed that the FCA’s announcement constituted an “Index Cessation Event” as defined in the IBOR Fallbacks Supplement, which amended ISDA’s interest rate definitions to include robust fallbacks for derivatives linked to LIBOR and certain other interest rate benchmarks, and the ISDA 2020 IBOR Fallbacks Protocol, which incorporates the fallbacks into legacy non-cleared derivatives entered into between Protocol adherents. The FCA’s announcement therefore triggered a fixing of the ISDA fallback spread adjustments for all LIBOR benchmarks, to be effective when the contractual fallbacks are implemented. The Alternative Reference Rates Committee (“ARRC”) also confirmed that the ICE Benchmark Administration and FCA announcements also constituted a “Benchmark Transition Event” with respect to all U.S. dollar LIBOR settings pursuant to the ARRC’s fallback recommendations for new issuances or originations of certain cash products.
Separately, the U.S. banking agencies and the FCA have been encouraging banks to cease entering into new contracts referencing LIBOR no later than December 31, 2021.
Further, New York State has enacted legislation that is intended to minimize legal and economic uncertainty following U.S. dollar LIBOR’s cessation by replacing LIBOR references in certain contracts governed by New York law with a benchmark based on the Secured Overnight Financing Rate, including any spread adjustment, recommended by the
Federal Reserve, the Federal Reserve Bank of New York or the ARRC.
We remain a party to a significant number of LIBOR-linked contracts, many of which extend beyond 2021 and, in the case of U.S. dollar LIBOR, June 30, 2023, composed of derivatives, securitizations, floating rate notes, loans and mortgages and we have established

September 2020 Form 10-Q32

Management’s Discussion and Analysis
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and are undertaking a Firmwidecontinue to execute against our Firm-wide IBOR transition plan to promote the transition to alternative reference rates which takes into accountin accordance with industry transition timelines. Our IBOR transition plan is overseen by a global steering committee, with senior management oversight. Firm entities engaged in derivative activities have adhered to the considerable uncertainty regardingISDA 2020 IBOR Fallbacks Protocol. As noted above, the availabilityProtocol is designed to facilitate the transition of covered derivatives contracts to alternative reference rates. The New York State legislation also provides safeguards that help facilitate the transition to alternative reference rates for certain U.S. dollar LIBOR beyond 2021.contracts, although additional regulatory clarity may be needed in some instances.
ForSee also “Risk Factors—Risk Management” in the 2020 Form 10-K for a further discussion of risks related to the expectedplanned replacement of the IBORs and/or reform of interest rate benchmarks,benchmarks.
For a further discussion of regulatory developments and the related risks and our transition plan,other matters, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Other Matters” and “Risk Factors—Risk Management,Matters,” respectively, in the 20192020 Form 10-K.

3326September 20202021 Form 10-Q


Quantitative and Qualitative Disclosures about Risk
Management believes effective risk management is vital to the success of our business activities. For a discussion of our Enterprise Risk Management framework and risk management functions, see “Quantitative and Qualitative Disclosures about Risk—Risk Management” in the 20192020 Form 10-K.
Market Risk
Market risk refers to the risk that a change in the level of one or more market prices, rates, spreads, indices, volatilities, 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 VaR for market risk exposures is generated. In addition, we incur non-trading market risk, principally within the Wealth Management and Investment Management business segments. The Wealth Management business segment primarily incurs non-trading market risk (including interest rate risk) from lending and deposit-taking activities. The Investment Management business segment primarily incurs non-trading market risk from capital investments in alternative and otherits funds. For a further discussion of market risk, see “Quantitative and Qualitative Disclosures about Risk—Market Risk” in the 20192020 Form 10-K.
Trading Risks
We are exposed to a wide range of risks related to interest rates and credit spreads, equity prices, foreign exchange rates and commodity prices, and the associated implied volatilities and spreads, related to the global markets in which we conduct our trading activities.
The statistical technique known as VaR is one of the tools we use to measure, monitor and review the market risk exposures of our trading portfolios.
For information regarding our primary risk exposures and market risk management, VaR methodology, assumptions and limitations, see “Quantitative and Qualitative Disclosures about Risk—Market Risk—Trading Risks” in the 20192020 Form 10-K.



95%/One-Day Management VaR for the Trading Portfolio
 Three Months Ended
September 30, 2021
$ in millions
Period
End
Average
High2
Low2
Interest rate and credit spread$27 $28 $33 $23 
Equity price28 24 32 20 
Foreign exchange rate7 8 11 6 
Commodity price19 12 19 9 
Less: Diversification benefit1
(34)(29)N/AN/A
Primary Risk Categories$47 $43 $53 $38 
Credit Portfolio12 12 13 11 
Less: Diversification benefit1
(11)(10)N/AN/A
Total Management VaR$48 $45 $56 $41 
Three Months Ended Three Months Ended
September 30, 2020June 30, 2021
$ in millions
Period
End
Average
High2
Low2
$ in millions
Period
End
Average
High2
Low2
Interest rate and credit spread$32
$38
$49
$29
Interest rate and credit spread$29 $31 $39 $28 
Equity price27
30
39
19
Equity price21 24 32 19 
Foreign exchange rate11
9
12
7
Foreign exchange rate15 
Commodity price17
22
29
16
Commodity price10 11 16 
Less: Diversification benefit1
(38)(53)N/A
N/A
Less: Diversification benefit1
(28)(29)N/A
Primary Risk Categories$49
$46
$57
$37
Primary Risk Categories$40 $45 $58 $37 
Credit Portfolio21
25
31
20
Credit Portfolio12 13 17 11 
Less: Diversification benefit1
(8)(13)N/A
N/A
Less: Diversification benefit1
(9)(10)N/A
Total Management VaR$62
$58
$78
$45
Total Management VaR$43 $48 $60 $41 
1.Diversification benefit equals the difference between the total 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.
 Three Months Ended
 June 30, 2020
$ in millions
Period
End
Average
High2
Low2
Interest rate and credit spread$42
$47
$59
$36
Equity price38
25
38
20
Foreign exchange rate10
11
15
8
Commodity price25
16
25
11
Less: Diversification benefit1
(68)(49)N/A
N/A
Primary Risk Categories$47
$50
$62
$44
Credit Portfolio26
25
30
23
Less: Diversification benefit1
(1)(15)N/A
N/A
Total Management VaR$72
$60
$78
$47
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.
1.
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.
Average total Management VaR and average Management VaR for the Primary Risk Categories decreasedwere relatively unchanged from the three months ended June 30, 2020 primarily as a result of reduced credit spread risk partially offset by increased equity risk.2021.

September 2020 Form 10-Q34

Risk Disclosures
mslogo3q20.jpg

Distribution of VaR Statistics and Net Revenues
We evaluate the reasonableness of our VaR model by comparing the potential declines in portfolio values generated by the model with corresponding 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.results. There were notwo loss days in the current quarter.quarter, which did not exceed the Firm’s VaR.
September 2021 Form 10-Q27

Risk Disclosures
ms-20210930_g1.jpg
Daily 95%/One-Day Total Management VaR for the Current Quarter
($ in millions)
a3q20vara03.jpgms-20210930_g13.jpg
Daily Net Trading Revenues for the Current Quarter
($ in millions)
a3q20pnl.jpg
ms-20210930_g14.jpg
The previous histogram shows the distribution of daily net trading revenues for the current quarter. Daily net trading revenues include 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. Certain items such as fees, commissions, and net interest income, and counterparty default risk are excluded from daily net trading revenues and the VaR model. Revenues required for Regulatory VaR backtesting further exclude intraday trading.
Non-Trading Risks
We believe that sensitivity analysis is an appropriate representation of our non-trading risks. The following sensitivity analyses cover substantially all of the non-trading risk in our portfolio.
Credit Spread Risk Sensitivity1
$ in millionsAt
September 30,
2021
At
June 30,
2021
Derivatives$7 $
Borrowings carried at fair value48 48 
$ in millionsAt
September 30,
2020
At
June 30,
2020
Derivatives$7
$7
Funding liabilities2
46
45
1.
1.Amounts represent the potential gain for each 1 bps widening of our credit spread.
2.
Relates to Borrowings carried at fair value.
U.S. Bank Subsidiaries’ Net Interest Income Sensitivity Analysis
$ in millionsAt
September 30,
2021
At
June 30,
2021
Basis point change
+100$1,540 $1,463 
 -100(494)(498)
$ in millionsAt
September 30,
2020
At
June 30,
2020
Basis point change  
+100$1,014
$599
 -100(338)(351)
The previous table presents an analysis of selected instantaneous upward and downward parallel interest rate shocks (subject to a floor of zero percent in the downward scenario) on net interest income over the next 12 months for our U.S. Bank Subsidiaries. These shocks 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.
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, including non-parallel rate change scenarios. 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 change inNet interest income sensitivity to interest rates in the positive 100 basis point scenario between September 30, 2020 andwas relatively unchanged from June 30, 2020 was primarily driven by the impact of changes to assumptions as a result of an analysis of deposit pricing through a full interest rate cycle.2021.

35September 2020 Form 10-Q

Risk Disclosures
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Investments Sensitivity, Including Related Carried Interest
 Loss from 10% Decline
$ in millionsAt
September 30,
2020
At
June 30,
2020
Investments related to Investment Management activities$349
$329
Other investments:  
MUMSS176
170
Other Firm investments203
188
MUMSS—Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
 Loss from 10% Decline
$ in millionsAt
September 30,
2021
At
June 30,
2021
Investments related to Investment Management activities$422 $477 
Other investments:
MUMSS174 172 
Other Firm investments261 232 
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 is for business facilitation purposes. The market risk related to these investments is measured by estimating the potential reduction in net incomerevenues associated with a reasonably possible 10% decline in investment values and relatedrelated impact on performance-based fees,income, as applicable.
28September 2021 Form 10-Q

Risk Disclosures
ms-20210930_g1.jpg
Asset Management Revenue Sensitivity
Certain asset management revenues in the Wealth Management and Investment Management business segments are derived from management fees, which are based on fee-based client assets in Wealth Management or AUM in Investment Management (together, “client holdings”). The assets underlying client holdings are primarily composed of equity, fixed income and alternative investments, and are sensitive to changes in related markets. The overall level of these revenues depends on multiple factors that include, but are not limited to, the level and duration of a market increase or decline, price volatility, the geographic and industry mix of client assets, and client behavior such as the rate and magnitude of client investments and redemptions. Therefore, overall revenues do not correlate completely with changes in the related 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 are primarily exposed to credit risk from 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 Risk—Credit Risk” in the 20192020 Form 10-K.
Loans and Lending Commitments
 At September 30, 2021
$ in millionsHFIHFSFVOTotal
Institutional Securities:
Corporate$4,774 $8,998 $13 $13,785 
Secured lending facilities27,345 3,650 350 31,345 
Commercial and Residential real estate6,915 434 5,536 12,885 
Securities-based lending and Other520 56 8,889 9,465 
Total Institutional Securities39,554 13,138 14,788 67,480 
Wealth Management:
Residential real estate41,428 8  41,436 
Securities-based lending and Other79,888 22  79,910 
Total Wealth Management121,316 30  121,346 
Total Investment Management1
5  127 132 
Total loans2
160,875 13,168 14,915 188,958 
ACL(684)(684)
Total loans, net of ACL$160,191 $13,168 $14,915 $188,274 
Lending commitments3
$137,116 
Total exposure



$325,390 
 At September 30, 2020
$ in millionsHFIHFSFVOTotal
Institutional Securities:    
Corporate$7,628
$8,552
$14
$16,194
Secured lending facilities26,496
3,521
445
30,462
Commercial and Residential real estate7,265
928
1,593
9,786
Securities-based lending and Other1,277
57
5,729
7,063
Total Institutional Securities42,666
13,058
7,781
63,505
Wealth Management:    
Residential real estate33,674
12

33,686
Securities-based lending and Other57,723


57,723
Total Wealth Management91,397
12

91,409
Total Investment Management1
6
11
552
569
Total loans134,069
13,081
8,333
155,483
ACL(913)  (913)
Total loans, net of ACL$133,156
$13,081
$8,333
$154,570
Lending commitments2
   $120,098
Total exposure





$274,668
At December 31, 2019 At December 31, 2020
$ in millionsHFIHFSFVOTotal$ in millionsHFIHFSFVOTotal
Institutional Securities: Institutional Securities:
Corporate$5,426
$6,192
$20
$11,638
Corporate$6,046 $8,580 $13 $14,639 
Secured lending facilities24,502
4,200
951
29,653
Secured lending facilities25,727 3,296 648 29,671 
Commercial and Residential real estate7,859
2,049
3,290
13,198
Commercial and Residential real estate7,346 859 3,061 11,266 
Securities-based lending and Other503
123
6,814
7,440
Securities-based lending and Other1,279 55 7,001 8,335 
Total Institutional Securities38,290
12,564
11,075
61,929
Total Institutional Securities40,398 12,790 10,723 63,911 
Wealth Management: Wealth Management:
Residential real estate30,184
13

30,197
Residential real estate35,268 11 — 35,279 
Securities-based lending and Other49,930


49,930
Securities-based lending and Other62,947 — — 62,947 
Total Wealth Management80,114
13

80,127
Total Wealth Management98,215 11 — 98,226 
Total Investment Management1
5

251
256
Total Investment Management1
12 425 443 
Total loans118,409
12,577
11,326
142,312
Total loans2
Total loans2
138,619 12,813 11,148 162,580 
ACL(349) (349)ACL(835)(835)
Total loans, net of ACL$118,060
$12,577
$11,326
$141,963
Total loans, net of ACL$137,784 $12,813 $11,148 $161,745 
Lending commitments2
 $120,068
Lending commitments3
Lending commitments3
$127,855 
Total exposure





$262,031
Total exposure

$289,600 
HFI—Held for investment; HFS—Held for sale; FVO—Fair value option
Total exposure—consists of Total loans, net of ACL, and Lending commitments
1.Investment Management business segment loans are related to certain of our activities as an investment advisor and manager. At September 30, 2020 and December 31, 2019, loans held at fair value are predominantly the result of the consolidation of CLO vehicles, managed by Investment Management, composed primarily of senior secured loans to corporations.
2.
1.Investment Management business segment loans are related to certain of our activities as an investment advisor and manager. Loans held at fair value are the result of the consolidation of investment vehicles (including CLOs) managed by Investment Management, composed primarily of senior secured loans to corporations.
2.FVO also includes the fair value of certain unfunded lending commitments.
3.Lending commitments represent the notional amount of legally binding obligations to provide funding to clients for 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.

We provide loans and lending commitments to a variety of customers, including large corporate and institutional clients, as well as high to ultra-high net worth individuals. In addition, we purchase loans in the secondary market. Loans and lending

September 2020 Form 10-Q36

Risk Disclosures
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commitments are either held for investment, held for sale or carried at fair value. For more information on these loan classifications, see Note 2 to the financial statements in the 20192020 Form 10-K.
Total loans and lending commitments increased by approximately $13$36 billion since December 31, 2019,2020, primarily due to growth in Securities-based and Residential real estate loans within the Wealth Management business segment, driven by securities-based loansas well as increases in Corporate lending commitments and residential real estate loans. WithinSecured lending facilities within the Institutional Securities business segment, growth in loans and lending commitments was primarily driven by Secured lending facilities and Corporate, partially offset by a decrease in Commercial real estate.segment.
See Notes 5, 6, 10 and 14 to the financial statements for further information.
Beginning late in the first quarter of 2020 and following in part from the U.S. government’s enactment of the CARES Act, we have receivedgranted requests from certain clients for modifications of their credit agreements with us, which in some cases include deferral of their loan payments. Requests for loan payment deferrals related to Residential real estate loans are immediately granted, while Commercial real estate loan deferrals require careful consideration prior to approval. As of September 30, 2020, the unpaid principal balance of loans with approved deferrals of principal and interest payments currently in place amounted to less than $2 billion, with approximately one-third in each of our Wealth Management business segment commercial real estate-related tailored lending portfolio, which is included within Securities-based lending and Other, our Wealth Management business segment Residential real estate loans and our Institutional Securities business segment, primarily within Commercial real estate.
In addition to these principal and interest deferrals, we are also workingcontinue to work with certain clients regarding modifications of certain other terms under their original loan agreements that do not impact contractual loan payments. We have granted such relief to certain borrowers, primarily within Secured lending facilities and Corporate loans. Such modifications include agreements to modify margin calls for Secured lending facilities, typically in return for additional payments which improve loan-to-value ratios. In some cases we have agreed to temporarily not enforce certain covenants, for example debt or interest coverage ratios, typically in return for other structural enhancements.
Granting loan deferral or modification requests does not necessarily mean that we will incur credit losses and we do not believe these
September 2021 Form 10-Q29

Risk Disclosures
ms-20210930_g1.jpg
modifications have had a material impact on the risk profile of our loan portfolio. Modifications are considered in our evaluation of overall credit risk. Generally, loans with payment deferrals remain on accrual status and loans with other modifications remain on current status.
Requests for deferrals and other modifications could continue in future periods given the ongoing uncertain global economic
and market conditions.periods. See “Executive“Executive Summary—Coronavirus Disease (COVID-19) Pandemic,”Pandemic” herein and “Risk Factors” herein for further information. See alsoand “Forward Looking Statements” in the 20192020 Form 10-K.
For additional information on regulatory guidance which permits certain loan modifications for borrowers impacted by COVID-19 to not be accounted for and reported as TDRs andas well as the Firm’s accounting policies for such modifications, see “Liquidity and Capital Resources—Regulatory Requirements—Regulatory Developments” herein and Note 2 to the financial statements in the 2020 Form 10-K, respectively. For information on HFI loans on nonaccrual status and HFI loans modified and reported as TDRs, see “Status of Loans Held for Investment” herein and Notes 2 andNote 10 to the financial statements. For HFI loans modifiedstatements, and reported as TDRs,for a discussion of the related accounting policies see NotesNote 2 and 10 to the financial statements.statements in the 2020 Form 10-K.
Allowance for Credit Losses—Loans and Lending Commitments
$ in millions 
December 31, 20191
$590
Effect of CECL adoption(41)
Gross charge-offs(59)
Recoveries5
Net (charge-offs) recoveries(54)
Provision2
757
Other8
September 30, 2020$1,260
ACL—Loans$913
ACL—Lending commitments347
$ in millions
ACL—Loans$835 
ACL—Lending Commitments396 
Total at December 31, 20201,231 
Gross charge-offs(107)
1.At December 31, 2019, the ACL for Loans and Lending commitments was $349 million and $241 million, respectively.
2.Provision for credit lossesIn the current quarter, the provision for loan losses was $63 million and the provision for losses on lending(1)
Other(10)
Total at September 30, 2021$1,113
ACL—Loans$684
ACL—Lending commitments was $48 million. In the current year period, the provision for loan losses was $601 million and the provision for losses on lending commitments was $156 million.429
Provision for Credit Losses by Business Segment
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021
$ in millionsISWMTotalISWMTotal
Loans$3 $2 $5 $(38)$1 $(37)
Lending commitments21 (2)19 39 (3)36 
Total$24 $ $24 $1 $(2)$(1)
Credit exposure arising 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, industry, facility structure, loan-to-valueLTV ratio, debt service ratio, collateral and covenants. 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.
The aggregate allowance for loans and lending commitments increaseddecreased in the current year period, principallyprimarily reflecting charge-offs, as well as an allowance release as a result of paydowns on Corporate loans, including by lower-rated borrowers, offset by the provision for credit losses within the Institutional Securities business segment primarily resulting from the continued economic impact of COVID-19. This provision was the result of risks related to vulnerable sectors and higher downgrade sensitivity, changes in asset quality trends, as well as revisions to our forecasts reflecting expected future market and macroeconomic conditions.one Secured lending facility. The base scenario used in our ACL models as of September 30, 20202021 was generated using a combination of
industry consensus economic forecasts, forward rates, and internally developed and validated models. Given the

37September 2020 Form 10-Q

Risk Disclosures
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nature of our lending portfolio, the most sensitive model input is U.S. GDP.gross domestic product. The base scenario, among other things, assumes continued growth over the forecast period and a continued recoveryyear-over-year U.S. GDP effective growth rate of approximately 6% in the lastfourth quarter of 2020 through 2021, supported by fiscal stimulus and accommodative monetary policy measures.policy. See Notes 10 and 14 to the financial statements for further information. See Note 2 to the financial statements in the 2020 Form 10-K for a discussion of the Firm’s ACL methodology under CECL.
Status of Loans Held for Investment
At September 30, 2021At December 31, 2020
ISWMISWM
Accrual98.6 %99.8 %99.2 %99.7 %
Nonaccrual1
1.4 %0.2 %0.8 %0.3 %
 At September 30, 2020At December 31, 2019
 ISWMISWM
Accrual99.1%99.8%99.0%99.9%
Nonaccrual1
0.9%0.2%1.0%0.1%
1.
1.These loans are 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.
Institutional Securities Loans and Lending Commitments1
 At September 30, 2021
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Loans
AA$ $36 $ $ $36 
A1,138 814 371 377 2,700 
BBB5,459 5,273 2,444 1,178 14,354 
BB10,886 10,260 4,290 954 26,390 
Other NIG4,328 7,286 3,937 3,305 18,856 
Unrated2
178 334 511 3,546 4,569 
Total loans, net of ACL21,989 24,003 11,553 9,360 66,905 
Lending commitments
AAA 50   50 
AA2,938 1,120 2,449  6,507 
A4,327 7,482 10,456 446 22,711 
BBB10,509 16,834 19,487 1,050 47,880 
BB3,202 11,489 7,932 1,790 24,413 
Other NIG1,142 6,742 7,574 5,104 20,562 
Unrated2
1  17 15 33 
Total lending commitments22,119 43,717 47,915 8,405 122,156 
Total exposure$44,108 $67,720 $59,468 $17,765 $189,061 
30September 2021 Form 10-Q

 At September 30, 2020
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Loans     
AA$274
$
$
$
$274
A874
1,062
39
229
2,204
BBB3,958
5,726
3,314
295
13,293
BB12,683
7,920
6,273
491
27,367
Other NIG5,403
6,519
3,791
2,423
18,136
Unrated2
63
151
155
1,056
1,425
Total loans, net of ACL23,255
21,378
13,572
4,494
62,699
Lending commitments    
AAA
50


50
AA4,157
1,267
1,878

7,302
A6,310
8,290
7,901
564
23,065
BBB5,422
15,408
15,761
310
36,901
BB4,150
7,154
7,291
1,311
19,906
Other NIG979
8,491
5,533
3,193
18,196
Unrated2
4
1
21
20
46
Total lending commitments21,022
40,661
38,385
5,398
105,466
Total exposure$44,277
$62,039
$51,957
$9,892
$168,165
Risk Disclosures
ms-20210930_g1.jpg
 At December 31, 2019
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Loans     
AA$7
$50
$
$5
$62
A955
923
516
277
2,671
BBB2,297
5,589
3,592
949
12,427
BB9,031
11,189
9,452
1,449
31,121
Other NIG4,020
5,635
2,595
1,143
13,393
Unrated2
117
82
131
1,628
1,958
Total loans, net of ACL16,427
23,468
16,286
5,451
61,632
Lending commitments    
AAA
50


50
AA2,838
908
2,509

6,255
A6,461
7,287
9,371
298
23,417
BBB7,548
13,780
20,560
753
42,641
BB2,464
5,610
8,333
1,526
17,933
Other NIG2,193
4,741
7,062
2,471
16,467
Unrated2

9
107
7
123
Total lending commitments21,504
32,385
47,942
5,055
106,886
Total exposure$37,931
$55,853
$64,228
$10,506
$168,518
 At December 31, 2020
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Loans
AA$279 $10 $— $— $289 
A759 798 36 391 1,984 
BBB5,043 5,726 2,746 469 13,984 
BB10,963 7,749 5,324 503 24,539 
Other NIG5,214 6,956 4,002 3,269 19,441 
Unrated2
141 142 330 2,322 2,935 
Total loans, net of ACL22,399 21,381 12,438 6,954 63,172 
Lending commitments
AAA— 50 — — 50 
AA4,047 1,038 2,135 — 7,220 
A6,025 8,359 9,808 425 24,617 
BBB6,783 17,782 15,500 460 40,525 
BB4,357 8,958 7,958 3,103 24,376 
Other NIG664 7,275 6,077 2,652 16,668 
Unrated2
— — — 
Total lending commitments21,880 43,462 41,478 6,640 113,460 
Total exposure$44,279 $64,843 $53,916 $13,594 $176,632 
NIG–Non-investment grade
1.
Counterparty credit ratings are internally determined by the Credit Risk Management Department (“CRM”).Counterparty credit ratings are internally determined by the CRM.
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 “Market Risk” herein.
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 “Market Risk” herein.
Institutional Securities Loans and Lending Commitments by Industry
$ in millionsAt
September 30,
2020
At
December 31,
2019
$ in millionsAt
September 30,
2021
At
December 31,
2020
Industry Industry
Financials$41,916
$40,992
Financials$50,404 $44,358 
Real estate24,827
28,348
Real estate30,411 25,484 
Industrials15,650
13,136
Industrials17,409 15,861 
Communications services12,529
12,165
Communications services14,382 12,600 
HealthcareHealthcare14,021 12,650 
Consumer discretionary11,253
9,589
Consumer discretionary11,763 11,177 
Healthcare10,788
14,113
Information technologyInformation technology10,601 11,358 
UtilitiesUtilities10,150 9,504 
Energy10,088
9,461
Energy8,456 10,064 
Utilities9,994
9,905
Information technology9,808
9,201
Consumer staples8,476
9,724
Consumer staples8,170 9,088 
Materials5,626
5,577
Materials6,434 6,084 
Insurance3,975
3,755
Insurance4,249 3,889 
Other3,235
2,552
Other2,611 4,515 
Total exposure$168,165
$168,518
Total exposure$189,061 $176,632 
Sectors Currently in Focus due to COVID-19
The continuing effect on economic activityeffects of COVID-19 and related governmental actions have impacted borrowers in many sectors and industries. While we are carefully monitoring all of our Institutional Securities business segment exposures,industries, though certain sectors areremain more sensitive to the current economic environment and are continuing to receive heightened focus. The sectors

September 2020 Form 10-Q38

Risk Disclosures
mslogo3q20.jpg

currently in focus are:are air travel, lodging and leisure, retail, upstream energy, lodging and leisure, and healthcare services and systems. As of September 30, 2020,2021, exposures to these sectors are included across the Industrials, Financials, Real estate, Consumer discretionary, Energy and Healthcare industries in the previous table, and in aggregate represent approximately 10% of total Institutional Securities business segment lending exposure. The substantial majorityFurther, as of September 30, 2021, approximately 90% of these exposures
are either investment grade and/or secured by collateral. The future developments of COVID-19 and related government actions and theirits effect on the economic environment remain uncertain; therefore, the sectors impacted and the extent of the impacts may change over time. Refer to “Risk Factors” herein.in the 2020 Form 10-K.
Institutional Securities Lending Activities
The Institutional Securities business segment lending activities include Corporate, Secured lending facilities, Commercial real estate and Securities-based lending and Other. OverAs of September 30, 2021, over 90% of our total lending exposure, which consists of loans and lending commitments, is investment grade and/or secured by collateral.
Corporate comprises relationship For a description of Institutional Securities’ lending activities, see “Quantitative and event-driven loans and lending commitments, which typically consist of revolving lines of credit, term loans and bridge loans; 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. For additional information on event-driven loans, see “Institutional Securities Event-Driven Loans and Lending Commitments” herein.
Secured lending facilities include loans provided to clients, which are collateralized by various assets including residential and commercial real estate mortgage loans, corporate loans, and other assets. These facilities generally provide for overcollateralization. Qualitative Disclosures about Risk—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 and/or a declineRisk” in the underlying collateral value. The Firm monitors collateral levels against the requirements of lending agreements.2020 Form 10-K.
Commercial real estate loans are primarily senior, secured by underlying real estate and typically in term loan form. In addition, as part of certain of its trading and securitization activities, Institutional Securities may also hold residential real estate loans.
Securities-based lending and Other includes financing extended to sales and trading customers and corporate loans purchased in the secondary market.
Institutional Securities Event-Driven Loans and Lending Commitments
 At September 30, 2020
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Loans, net of ACL$1,891
$1,185
$710
$1,216
$5,002
Lending commitments2,346
5,088
2,257
3,697
13,388
Total exposure$4,237
$6,273
$2,967
$4,913
$18,390
 At December 31, 2019
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Loans, net of ACL$1,194
$1,024
$839
$390
$3,447
Lending commitments7,921
5,012
2,285
3,090
18,308
Total exposure$9,115
$6,036
$3,124
$3,480
$21,755
At September 30, 2021
Contractual Years to Maturity
$ in millionsLess than 11-33-5Over 5Total
Loans, net of ACL$1,331 $609 $479 $3,148 $5,567 
Lending commitments5,861 5,078 2,877 6,442 20,258 
Total exposure$7,192 $5,687 $3,356 $9,590 $25,825 
 At December 31, 2020
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Loans, net of ACL$1,241 $907 $873 $2,090 $5,111 
Lending commitments2,810 4,649 2,678 4,650 14,787 
Total exposure$4,051 $5,556 $3,551 $6,740 $19,898 
Event-driven loans and lending commitments are associated with a particular event or transaction, such as to support client merger, acquisition, recapitalization or project finance activities. Balances may fluctuate as such lending is related to transactions that vary in timing and size from period to period.
Institutional Securities Loans and Lending Commitments Held for Investment
At September 30, 2021
$ in millionsLoansLending CommitmentsTotal
Corporate$4,774 $73,264 $78,038 
Secured lending facilities27,345 9,434 36,779 
Commercial real estate6,915 341 7,256 
Other520 645 1,165 
Total, before ACL$39,554 $83,684 $123,238 
ACL$(575)$(416)$(991)
At December 31, 2020
$ in millionsLoansLending CommitmentsTotal
Corporate$6,046 $69,488 $75,534 
Secured lending facilities25,727 8,312 34,039 
Commercial real estate7,346 334 7,680 
Other1,279 1,135 2,414 
Total, before ACL$40,398 $79,269 $119,667 
ACL$(739)$(391)$(1,130)
 At September 30, 2020
$ in millionsLoansLending CommitmentsTotal
Corporate$7,628
$65,358
$72,986
Secured lending facilities26,496
8,122
34,618
Commercial real estate7,265
286
7,551
Other1,277
1,178
2,455
Total, before ACL$42,666
$74,944
$117,610
ACL$(806)$(342)$(1,148)
 At December 31, 2019
$ in millionsLoansLending CommitmentsTotal
Corporate$5,426
$61,716
$67,142
Secured lending facilities24,502
6,105
30,607
Commercial real estate7,859
425
8,284
Other503
832
1,335
Total, before ACL$38,290
$69,078
$107,368
ACL$(297)$(236)$(533)



39September 20202021 Form 10-Q31

Risk Disclosures
ms-20210930_g1.jpg

Institutional Securities Allowance for Credit Losses—Loans and Lending Commitments
$ in millionsCorporateSecured lending facilitiesCommercial real estateOtherTotal
At December 31, 2019     
ACL—Loans$115
$101
$75
$6
$297
ACL—Lending commitments$201
$27
$7
$1
$236
Total$316
$128
$82
$7
$533
Effect of CECL adoption(43)(53)35
3
(58)
Gross charge-offs(33)
(26)
(59)
Recoveries3


2
5
Net (charge-offs) recoveries(30)
(26)2
(54)
Provision (release)1
400
155
180
(16)719
Other3
1
(38)42
8
Total at
September 30, 2020
$646
$231
$233
$38
$1,148
ACL—Loans$367
$191
$222
$26
$806
ACL—Lending commitments279
40
11
12
342
1.In the current quarter, the provision for loan losses was $66 million and the provision for losses on lending commitments was $47 million. In the current year period, the provision for loan losses was $562 million and the provision for losses on lending commitments was $157 million.
$ in millionsCorporateSecured lending facilitiesCommercial real estateOtherTotal
ACL—Loans$309 $198 $211 $21 $739 
ACL—Lending commitments323 38 11 19 391 
Total at December 31, 2020$632 $236 $222 $40 $1,130 
Gross charge-offs(19)(67)(21) (107)
Provision for credit losses(52)49 4  1 
Other1
(5)(2)(2)(24)(33)
Total at September 30, 2021$556 $216 $203 $16 $991 
ACL—Loans$197 $175 $193 $10 $575 
ACL—Lending commitments359 41 10 6 416 
1.Other primarily reflects the allowance for credit losses associated with the Community Development Fund loans portfolio that was transferred to the Wealth Management business segment from the Institutional Securities business segment in the second quarter of 2021.
Institutional Securities HFI Loans—Ratios of Allowance for Credit Losses to Balance Before Allowance
At
September 30,
2020
At
December 31,
2019
At
September 30,
2021
At
December 31,
2020
Corporate4.8%2.1%Corporate4.1 %5.1 %
Secured lending facilities0.7%0.4%Secured lending facilities0.6 %0.8 %
Commercial real estate3.1%1.0%Commercial real estate2.8 %2.9 %
Other2.0%1.2%Other1.9 %1.7 %
Total Institutional Securities loans1.9%0.8%Total Institutional Securities loans1.5 %1.8 %
Wealth Management Loans and Lending Commitments
 At September 30, 2021
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Securities-based lending and Other$70,226 $5,411 $2,503 $1,717 $79,857 
Residential real estate6  7 41,367 41,380 
Total loans, net of ACL$70,232 $5,411 $2,510 $43,084 $121,237 
Lending commitments12,005 2,513 116 326 14,960 
Total exposure$82,237 $7,924 $2,626 $43,410 $136,197 
At September 30, 2020 At December 31, 2020
Contractual Years to Maturity  Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total$ in millionsLess than 11-33-5Over 5Total
Securities-based lending and Other$49,714
$4,411
$1,869
$1,680
$57,674
Securities-based lending and Other$54,483 $4,587 $2,167 $1,672 $62,909 
Residential real estate11
4
1
33,612
33,628
Residential real estate35,210 35,221 
Total loans, net of ACL$49,725
$4,415
$1,870
$35,292
$91,302
Total loans, net of ACL$54,492 $4,588 $2,168 $36,882 $98,130 
Lending commitments11,797
2,240
326
269
14,632
Lending commitments11,666 2,356 120 253 14,395 
Total exposure$61,522
$6,655
$2,196
$35,561
$105,934
Total exposure$66,158 $6,944 $2,288 $37,135 $112,525 
 At December 31, 2019
 Contractual Years to Maturity 
$ in millionsLess than 11-33-5Over 5Total
Securities-based lending and Other$41,863
$3,972
$2,783
$1,284
$49,902
Residential real estate13
11

30,149
30,173
Total loans, net of ACL$41,876
$3,983
$2,783
$31,433
$80,075
Lending commitments10,219
2,564
71
307
13,161
Total exposure$52,095
$6,547
$2,854
$31,740
$93,236
The principal Wealth Management business segment lending activities include securities-basedSecurities-based lending and residentialResidential real estate loans.
Securities-based lending allows clients to borrow money against the value of qualifying securities, generally for any purpose other than purchasing, trading or carrying securities, or refinancing margin debt. For more information about our securities-basedSecurities-based lending and residentialResidential real estate loans, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk” in the 20192020 Form 10-K.
For the current year period, Loans and Lending commitments associated with the Wealth Management business segment increased, driven by securities-based loans and residential real estate loans.
Wealth Management Allowance for Credit Losses—Loans and Lending Commitments
$ in millions 
December 31, 20191
$57
Effect of CECL adoption17
Provision2
38
September 30, 2020$112
ACL—Loans$107
ACL—Lending commitments5
$ in millions
ACL—Loans$96 
ACL—Lending commitments
Total at December 31, 2020101 
1.Provision for credit lossesAt December 31, 2019, the total ACL for Loans and Lending commitments was $52 million and $5 million, respectively.
(2)
2.
Other1
In the current quarter, the release for loan losses was $3 million and the provision for losses on lending23
Total at September 30, 2021$122
ACL—Loans$109
ACL—Lending commitments was $1 million. In the current year period the provision for loan losses was $39 million and the release for losses on lending commitments was $1 million.13

1.Other primarily reflects the allowance for credit losses associated with the Community Development Fund loans portfolio that was transferred to the Wealth Management business segment from the Institutional Securities business segment in the second quarter of 2021.
At September 30, 2020,2021, more than 75% of Wealth Management residentialResidential real estate loans were to borrowers with “Exceptional” or “Very Good” FICO scores (i.e., , exceeding 740). Additionally, Wealth Management’s securities-basedSecurities-based lending portfolio remains well-collateralized and subject to daily client margining, which includes requiring customers to deposit additional collateral, or reduce debt positions, when necessary.
Customer and Other Receivables
Margin Loans and Other lending
 At September 30, 2020
$ in millionsISWMTotal
Customer receivables representing margin loans$35,604
$9,054
$44,658
At December 31, 2019
$ in millionsISWMTotal$ in millionsAt
September 30,
2021
At
December 31,
2020
Customer receivables representing margin loans$22,216
$9,700
$31,916
Institutional SecuritiesInstitutional Securities$41,060 $51,570 
Wealth ManagementWealth Management28,548 23,144 
TotalTotal$69,608 $74,714 
The Institutional Securities and Wealth Management business segments provide margin lending arrangements whichthat allow customers to borrow against the value of qualifying securities, primarily for the purpose of purchasing additional securities, as

September 2020 Form 10-Q40

Risk Disclosures
mslogo3q20.jpg

well as to collateralize short positions. Institutional Securities primarily includes margin loans in the Equity Financing business. Wealth Management includes margin loans as well as non-purpose securities-based lending on non-bank entities.
Margin lending activities generally have lower credit risk due to the value of collateral held and their short-term nature. Amounts may fluctuate from period to period as overall client balances change as a result of market levels, client positioning and leverage.
Employee Loans
$ in millionsAt
September 30,
2020
At
December 31,
2019
Currently employed by the Firm$2,940
N/A
No longer employed by the Firm142
N/A
Employee loans$3,082
$2,980
ACL1
(165)(61)
Employee loans, net of ACL$2,917
$2,919
Remaining repayment term, weighted average in years5.1
4.8
1.The change in ACL includes a $124 million increase due to the adoption of CECL on January 1, 2020.
Employee loans are granted in conjunction with a program established primarily to recruit certain Wealth Management representatives and are full recourse and generally require periodic repayments. The ACL as of September 30, 2020 was calculated under CECL, while the ACL at December 31, 2019 was calculated under the prior incurred loss model. The related provision is recorded in Compensation and benefits expense in the income statements. See Note 2 to the financial statements for a description of the CECL allowance methodology, including credit quality indicators, for employee loans. For additional information on employee loans and related ACL, see Note 10 to the financial statements.
32September 2021 Form 10-Q

Risk Disclosures
ms-20210930_g1.jpg
Derivatives
Fair Value of OTC Derivative Assets
 
Counterparty Credit Rating1
 
$ in millionsAAAAAABBBNIGTotal
At September 30, 2021
Less than 1 year$1,503 $13,004 $36,932 $23,620 $14,141 $89,200 
1-3 years790 4,478 15,274 15,286 7,802 43,630 
3-5 years457 4,766 7,382 8,247 3,790 24,642 
Over 5 years4,260 26,468 64,816 44,303 6,184 146,031 
Total, gross$7,010 $48,716 $124,404 $91,456 $31,917 $303,503 
Counterparty netting(2,867)(37,546)(96,338)(65,345)(14,619)(216,715)
Cash and securities collateral(3,244)(8,123)(22,438)(18,083)(7,453)(59,341)
Total, net$899 $3,047 $5,628 $8,028 $9,845 $27,447 
Counterparty Credit Rating1
 
Counterparty Credit Rating1
 
$ in millionsAAAAAABBBNIGTotal$ in millionsAAAAAABBBNIGTotal
At September 30, 2020 
At December 31, 2020At December 31, 2020
Less than 1 year$667
$10,653
$36,327
$23,017
$10,481
$81,145
Less than 1 year$1,179 $16,166 $52,164 $26,088 $12,175 $107,772 
1-3 years641
5,332
17,817
13,616
7,196
44,602
1-3 years572 5,225 17,560 13,750 8,134 45,241 
3-5 years389
5,091
11,562
8,447
3,648
29,137
3-5 years359 4,326 11,328 8,363 4,488 28,864 
Over 5 years4,496
34,274
87,181
64,958
16,119
207,028
Over 5 years4,545 32,049 84,845 63,084 13,680 198,203 
Total, gross$6,193
$55,350
$152,887
$110,038
$37,444
$361,912
Total, gross$6,655 $57,766 $165,897 $111,285 $38,477 $380,080 
Counterparty netting(3,107)(42,447)(122,838)(83,836)(22,686)(274,914)Counterparty netting(3,269)(44,306)(134,310)(84,171)(22,227)(288,283)
Cash and securities collateral(2,897)(10,830)(25,423)(20,621)(8,865)(68,636)Cash and securities collateral(3,124)(10,973)(26,712)(20,708)(8,979)(70,496)
Total, net$189
$2,073
$4,626
$5,581
$5,893
$18,362
Total, net$262 $2,487 $4,875 $6,406 $7,271 $21,301 
$ in millionsAt
September 30,
2021
At
December 31,
2020
Industry
Financials$7,421 $6,195 
Utilities6,218 3,954 
Energy4,097 965 
Consumer Discretionary2,230 1,866 
Industrials1,029 1,291 
Information technology1,000 1,104 
Regional governments980 806 
Healthcare798 1,494 
Sovereign governments684 650 
Insurance682 518 
Not-for-profit organizations571 701 
Communications services328 529 
Materials299 430 
Consumer staples288 339 
Real estate198 378 
Other624 81 
Total$27,447 $21,301 
 
Counterparty Credit Rating1
 
$ in millionsAAAAAABBBNIGTotal
At December 31, 2019    
Less than 1 year$371
$9,195
$31,789
$22,757
$6,328
$70,440
1-3 years378
5,150
17,707
11,495
9,016
43,746
3-5 years502
4,448
9,903
6,881
3,421
25,155
Over 5 years3,689
24,675
70,765
40,542
14,587
154,258
Total, gross$4,940
$43,468
$130,164
$81,675
$33,352
$293,599
Counterparty netting(2,172)(33,521)(103,452)(62,345)(19,514)(221,004)
Cash and securities collateral(2,641)(8,134)(22,319)(14,570)(10,475)(58,139)
Total, net$127
$1,813
$4,393
$4,760
$3,363
$14,456
$ in millionsAt
September 30,
2020
At
December 31,
2019
Industry 
Utilities$4,407
$4,275
Financials4,394
3,448
Industrials1,796
914
Healthcare1,442
991
Regional governments966
791
Information technology901
659
Not-for-profit organizations796
657
Energy775
524
Materials590
325
Sovereign governments549
403
Consumer staples385
129
Consumer discretionary371
370
Communications services325
381
Insurance302
214
Real estate287
315
Other76
60
Total$18,362
$14,456

1.
1.Counterparty credit ratings are determined internally by the CRM.

We are exposed to 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 the current year period, our exposure to credit risk arising from OTC derivatives has increased, primarily as a function of the effect of market factors and

41September 2020 Form 10-Q

Risk Disclosures
mslogo3q20.jpg

volatility on the valuation of our positions, although exposure has declined since peaking in March 2020. For more information on derivatives, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk—Derivatives” in the 20192020 Form 10-K and Note 7 to the financial statements.

Country Risk
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. For a further discussion of our country risk exposure see “Quantitative and Qualitative Disclosures about Risk—Country and Other Risks” in the 20192020 Form 10-K.
Our sovereign exposures consist of financial contracts and obligations entered into with sovereign and local governments. Our non-sovereign exposures consist of financial contracts and obligations entered into primarily with corporations and financial institutions. Index credit derivatives are included in the following 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 or 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 row based on the country of the CDS issuer. Further, the notional amount of the CDS adjusted for the fair value of the receivable or payable is reflected in the Net Inventory row based on the country of the underlying reference entity.
Top 10 Non-U.S. Country Exposures at September 30, 20202021
$ in millions$ in millionsUnited KingdomJapanFranceGermanySpain
SovereignSovereign
Net inventory1
Net inventory1
$(794)$7,006 $1,361 $(3,085)$355 
Net counterparty exposure2
Net counterparty exposure2
9 32 6 69 38 
United Kingdom 
$ in millionsSovereignsNon-sovereignsTotal
Lending commitmentsLending commitments   637  
Exposure before hedgesExposure before hedges(785)7,038 1,367 (2,379)393 
Hedges3
Hedges3
(307)(79)(6)(287) 
Net exposureNet exposure$(1,092)$6,959 $1,361 $(2,666)$393 
Non-sovereignNon-sovereign
Net inventory1
$1,145
$928
$2,073
Net inventory1
$729 $873 $(877)$(455)$10 
Net counterparty exposure2
69
11,183
11,252
Net counterparty exposure2
13,517 4,297 2,757 2,519 794 
Loans
2,831
2,831
Loans3,461 380 579 1,694 3,168 
Lending commitments
6,607
6,607
Lending commitments6,791 180 4,344 5,768 874 
Exposure before hedges1,214
21,549
22,763
Exposure before hedges24,498 5,730 6,803 9,526 4,846 
Hedges3
(311)(1,470)(1,781)
Hedges3
(1,401)(155)(1,167)(1,033)(540)
Net exposure$903
$20,079
$20,982
Net exposure$23,097 $5,575 $5,636 $8,493 $4,306 
Total net exposureTotal net exposure$22,005 $12,534 $6,997 $5,827 $4,699 
Germany   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$(1,168)$(14)$(1,182)
Net counterparty exposure2
214
3,280
3,494
Loans
2,092
2,092
Lending commitments(1)4,428
4,427
Exposure before hedges(955)9,786
8,831
Hedges3
(286)(867)(1,153)
Net exposure$(1,241)$8,919
$7,678
Japan   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$2,182
$512
$2,694
Net counterparty exposure2
57
4,505
4,562
Loans
562
562
Exposure before hedges2,239
5,579
7,818
Hedges3
(96)(228)(324)
Net exposure$2,143
$5,351
$7,494
France   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$1,214
$(334)$880
Net counterparty exposure2
18
3,444
3,462
Loans
525
525
Lending commitments
3,047
3,047
Exposure before hedges1,232
6,682
7,914
Hedges3
(6)(815)(821)
Net exposure$1,226
$5,867
$7,093
Spain   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$(809)$28
$(781)
Net counterparty exposure2
7
284
291
Loans
4,061
4,061
Lending commitments
620
620
Exposure before hedges(802)4,993
4,191
Hedges3

(123)(123)
Net exposure$(802)$4,870
$4,068
Australia   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$1,893
$261
$2,154
Net counterparty exposure2
6
637
643
Loans
392
392
Lending commitments
798
798
Exposure before hedges1,899
2,088
3,987
Hedges3

(174)(174)
Net exposure$1,899
$1,914
$3,813
India   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$1,795
$595
$2,390
Net counterparty exposure2

821
821
Loans
205
205
Exposure before hedges1,795
1,621
3,416
Net exposure$1,795
$1,621
$3,416

September 20202021 Form 10-Q4233

Risk Disclosures
ms-20210930_g1.jpg

China   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$(184)$1,506
$1,322
Net counterparty exposure2
103
481
584
Loans
772
772
Lending commitments
765
765
Exposure before hedges(81)3,524
3,443
Hedges3
(82)(122)(204)
Net exposure$(163)$3,402
$3,239
Canada   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$(66)$330
$264
Net counterparty exposure2
60
1,477
1,537
Loans
155
155
Lending commitments
1,380
1,380
Exposure before hedges(6)3,342
3,336
Hedges3

(108)(108)
Net exposure$(6)$3,234
$3,228
Netherlands   
$ in millionsSovereignsNon-sovereignsTotal
Net inventory1
$(5)$280
$275
Net counterparty exposure2

760
760
Loans
420
420
Lending commitments
1,768
1,768
Exposure before hedges(5)3,228
3,223
Hedges3
(32)(210)(242)
Net exposure$(37)$3,018
$2,981

1.
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 the fair value of any receivable or payable).
2.
Net counterparty exposure (e.g., repurchase transactions, securities lending and OTC derivatives) is net of the benefit of collateral received and also is net by counterparty when legally enforceable master netting agreements are in place. For more information, see “Additional Information—Top 10 Non-U.S. Country Exposures” herein.
3.Amounts represent net CDS hedges (purchased and sold) on net counterparty exposure and lending executed by trading desks responsible for hedging counterparty and lending credit risk exposures. Amounts are based on the CDS notional amount assuming zero recovery adjusted for any fair value receivable or payable. For further description of the contractual terms for purchased credit protection and whether they may limit the effectiveness of our hedges, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk—Derivatives” in the 2019 Form 10-K.
$ in millionsChinaNetherlandsIndiaCanadaItaly
Sovereign
Net inventory1
$(17)$256 $972 $(523)$845 
Net counterparty exposure2
73   67 53 
Exposure before hedges56 256 972 (456)898 
Hedges3
(81)(32)  (25)
Net exposure$(25)$224 $972 $(456)$873 
Non-sovereign
Net inventory1
$1,142 $(359)$752 $263 $123 
Net counterparty exposure2
908 1,064 978 1,473 1,042 
Loans800 373 235 58 193 
Lending commitments1,786 2,847  1,547 367 
Exposure before hedges4,636 3,925 1,965 3,341 1,725 
Hedges3
(200)(271) (86)(94)
Net exposure$4,436 $3,654 $1,965 $3,255 $1,631 
Total net exposure$4,411 $3,878 $2,937 $2,799 $2,504 
1.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 the fair value of any receivable or payable).
2.Net counterparty exposure (e.g., repurchase transactions, securities lending and OTC derivatives) is net of the benefit of collateral received and also is net by counterparty when legally enforceable master netting agreements are in place. For more information, see “Additional Information—Top 10 Non-U.S. Country Exposures” herein.
3.Amounts represent net CDS hedges (purchased and sold) on net counterparty exposure and lending executed by trading desks responsible for hedging counterparty and lending credit risk exposures. Amounts are based on the CDS notional amount assuming zero recovery adjusted for any fair value receivable or payable. For further description of the contractual terms for purchased credit protection and whether they may limit the effectiveness of our hedges, see “Quantitative and Qualitative Disclosures about Risk—Credit Risk—Derivatives” in the 2020 Form 10-K.
Additional Information—Top 10 Non-U.S. Country Exposures

Collateral Held against Net Counterparty Exposure1
$ in millions At
September 30,
2020
Country of Risk
Collateral2
 
GermanyJapan and France$13,464
United KingdomU.K., U.S. and Spain12,093
OtherJapan, U.S. and Canada23,884
1.$ in millionsAt
September 30,
2021
Country of Risk
Collateral2
GermanyCroatia and France$11,815
United KingdomU.K., U.S. and Spain8,703
OtherJapan, Italy and France21,322
1.The benefit of collateral received is reflected in the Top 10 Non-U.S. Country Exposures at September 30, 2020.
2.
Primarily consists of cash as well as government obligations of the countries listed.
Country Risk Exposures Related to the U.K.
At September 30, 2020, our country risk exposures in the U.K. included net exposures of $20,982 million (as shown in the Top 10 Non-U.S. Country Exposures table) and overnight depositsat September 30, 2021.
2.Primarily consists of $6,168 million. The $20,079 millioncash, as well as government obligations of exposures to non-sovereigns were diversified across both names and sectors and include $6,753 million to U.K.-focused counterparties that generate more than one-third of their revenues in the U.K., $5,163 million to geographically diversified counterparties, and $7,273 million to exchanges and clearinghouses.countries listed.
Operational Risk
Operational risk refers to the risk of loss, or of damage to our reputation, resulting from inadequate or failed processes or systems, from 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 Risk—Operational Risk” in the 20192020 Form 10-K. In addition, for further information on market and economic conditions and their effects on risk in general, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Coronavirus Disease (COVID-19) Pandemic” herein and “Risk Factors” herein.in the 2020 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 our 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 strategy. For a further discussion about our model risk, see “Quantitative and Qualitative Disclosures about Risk—Model Risk” in the 20192020 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 Risk—Liquidity Risk” in the 20192020 Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of

43September 2020 Form 10-Q

Risk Disclosures
mslogo3q20.jpg

Operations—Liquidity and Capital Resources” herein. In addition, for further information on market and economic conditions and their effects on risk in general, see “Risk Factors” herein.in the 2020 Form 10-K.
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 AML, terrorist financing, and anti-corruption rules and regulations. For a further discussion about our legal and compliance risk, see “Quantitative and Qualitative Disclosures about Risk—Legal and Compliance Risk” in the 20192020 Form 10-K.

34September 20202021 Form 10-Q44




Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors and Shareholders of Morgan Stanley:
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of Morgan Stanley and subsidiaries (the “Firm”) as of September 30, 2020,2021, and the related condensed consolidated income statements, comprehensive income statements and statements of changes in total equity for the three-month and nine-month periods ended September 30, 20202021 and 2019,2020, and the cash flow statements for the nine-month periods ended September 30, 20202021 and 2019,2020, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it 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) (PCAOB), the consolidated balance sheet of the Firm as of December 31, 2019,2020, and the related 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, 2020,26, 2021, 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, 20192020 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


Basis for Review Results
This interim financial information is the responsibility of the Firm’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Firm in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. 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 PCAOB, 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.






/s/ Deloitte & Touche LLP
 
New York, New York
November 3, 20202021



45September 20202021 Form 10-Q35

Consolidated Income Statements

(Unaudited)
ms-20210930_g1.jpg


 Three Months Ended
September 30,
Nine Months Ended
September 30,
in millions, except per share data2021202020212020
Revenues
Investment banking$3,013 $1,826 $8,413 $5,239 
Trading2,861 3,150 10,416 10,754 
Investments45 346 744 659 
Commissions and fees1,280 1,037 4,214 3,499 
Asset management5,201 3,664 14,572 10,346 
Other290 212 916 221 
Total non-interest revenues12,690 10,235 39,275 30,718 
Interest income2,351 2,056 7,000 7,917 
Interest expense288 570 1,044 3,475 
Net interest2,063 1,486 5,956 4,442 
Net revenues14,753 11,721 45,231 35,160 
Provision for credit losses24 111 (1)757 
Non-interest expenses
Compensation and benefits5,920 5,086 19,141 15,404 
Brokerage, clearing and exchange fees825 697 2,530 2,153 
Information processing and communications788 616 2,286 1,768 
Professional services734 542 2,104 1,526 
Occupancy and equipment427 373 1,246 1,103 
Marketing and business development146 78 438 273 
Other1,015 731 2,703 2,188 
Total non-interest expenses9,855 8,123 30,448 24,415 
Income before provision for income taxes4,874 3,487 14,784 9,988 
Provision for income taxes1,150 736 3,380 2,221 
Net income$3,724 $2,751 $11,404 $7,767 
Net income applicable to noncontrolling interests17 34 66 156 
Net income applicable to Morgan Stanley$3,707 $2,717 $11,338 $7,611 
Preferred stock dividends123 120 364 377 
Earnings applicable to Morgan Stanley common shareholders$3,584 $2,597 $10,974 $7,234 
Earnings per common share
Basic$2.01 $1.68 $6.11 $4.68 
Diluted$1.98 $1.66 $6.02 $4.62 
Average common shares outstanding
Basic1,781 1,542 1,797 1,546 
Diluted1,812 1,566 1,824 1,565 
Consolidated Comprehensive Income Statements
(Unaudited)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Net income$3,724 $2,751 $11,404 $7,767 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(78)110 (256)(1)
Change in net unrealized gains (losses) on available-for-sale securities(256)(62)(1,039)1,558 
Pension and other5 22 29 
Change in net debt valuation adjustment147 (563)470 744 
Total other comprehensive income (loss)$(182)$(510)$(803)$2,330 
Comprehensive income$3,542 $2,241 $10,601 $10,097 
Net income applicable to noncontrolling interests17 34 66 156 
Other comprehensive income (loss) applicable to noncontrolling interests(4)28 (64)79 
Comprehensive income applicable to Morgan Stanley$3,529 $2,179 $10,599 $9,862 
 Three Months Ended
September 30,
Nine Months Ended
September 30,
in millions, except per share data2020201920202019
Revenues    
Investment banking$1,826
$1,635
$5,239
$4,467
Trading3,092
2,608
10,831
8,781
Investments346
87
659
801
Commissions and fees1,037
990
3,499
2,935
Asset management3,664
3,363
10,346
9,632
Other206
131
(458)685
Total non-interest revenues10,171
8,814
30,116
27,301
Interest income2,056
4,350
7,917
13,146
Interest expense570
3,132
3,475
9,885
Net interest1,486
1,218
4,442
3,261
Net revenues11,657
10,032
34,558
30,562
Non-interest expenses    
Compensation and benefits5,086
4,427
15,404
13,609
Brokerage, clearing and exchange fees697
637
2,153
1,860
Information processing and communications616
557
1,768
1,627
Professional services542
531
1,526
1,582
Occupancy and equipment373
353
1,103
1,053
Marketing and business development78
157
273
460
Other778
660
2,343
1,803
Total non-interest expenses8,170
7,322
24,570
21,994
Income before provision for income taxes3,487
2,710
9,988
8,568
Provision for income taxes736
492
2,221
1,636
Net income$2,751
$2,218
$7,767
$6,932
Net income applicable to noncontrolling interests34
45
156
129
Net income applicable to Morgan Stanley$2,717
$2,173
$7,611
$6,803
Preferred stock dividends120
113
377
376
Earnings applicable to Morgan Stanley common shareholders$2,597
$2,060
$7,234
$6,427
Earnings per common share    
Basic$1.68
$1.28
$4.68
$3.94
Diluted$1.66
$1.27
$4.62
$3.89
Average common shares outstanding    
Basic1,542
1,604
1,546
1,632
Diluted1,566
1,627
1,565
1,653

September 20202021 Form 10-Q4636See Notes to Consolidated Financial Statements


Consolidated Comprehensive Income Statements
(Unaudited)
Balance Sheets
ms-20210930_g1.jpg


$ in millions, except share data
(Unaudited)
At
September 30,
2021
At
December 31,
2020
Assets
Cash and cash equivalents$123,863 $105,654 
Trading assets at fair value ($109,494 and $132,578 were pledged to various parties)
315,161 312,738 
Investment securities (includes $101,594 and $110,383 at fair value)
183,431 182,154 
Securities purchased under agreements to resell (includes $7 and $15 at fair value)
119,721 116,234 
Securities borrowed125,922 112,391 
Customer and other receivables98,353 97,737 
Loans:
Held for investment (net of allowance for credit losses of $684 and $835)
160,191 137,784 
Held for sale13,168 12,813 
Goodwill16,832 11,635 
Intangible assets (net of accumulated amortization of $3,671 and $3,265)
8,514 4,980 
Other assets25,320 21,742 
Total assets$1,190,476 $1,115,862 
Liabilities
Deposits (includes $2,010 and $3,521 at fair value)
$329,041 $310,782 
Trading liabilities at fair value169,959 157,631 
Securities sold under agreements to repurchase (includes $928 and $1,115 at fair value)
61,987 50,587 
Securities loaned11,133 7,731 
Other secured financings (includes $5,614 and $11,701 at fair value)
10,272 15,863 
Customer and other payables240,319 227,437 
Other liabilities and accrued expenses30,884 25,603 
Borrowings (includes $75,752 and $73,701 at fair value)
229,762 217,079 
Total liabilities1,083,357 1,012,713 
Commitments and contingent liabilities (see Note 14)


0
0Equity
Morgan Stanley shareholders’ equity:
Preferred stock7,750 9,250 
Common stock, $0.01 par value:
Shares authorized: 3,500,000,000; Shares issued: 2,038,893,979; Shares outstanding: 1,798,908,848 and 1,809,624,144
20 20 
Additional paid-in capital28,504 25,546 
Retained earnings87,099 78,694 
Employee stock trusts3,770 3,043 
Accumulated other comprehensive income (loss)(2,701)(1,962)
Common stock held in treasury at cost, $0.01 par value (239,985,131 and 229,269,835 shares)
(14,769)(9,767)
Common stock issued to employee stock trusts(3,770)(3,043)
Total Morgan Stanley shareholders’ equity105,903 101,781 
Noncontrolling interests1,216 1,368 
Total equity107,119 103,149 
Total liabilities and equity$1,190,476 $1,115,862 

 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Net income$2,751
$2,218
$7,767
$6,932
Other comprehensive income (loss), net of tax:    
Foreign currency translation adjustments110
(99)(1)(56)
Change in net unrealized gains (losses) on available-for-sale securities(62)214
1,558
1,252
Pension, postretirement and other5
3
29
7
Change in net debt valuation adjustment(563)337
744
(529)
Total other comprehensive income (loss)$(510)$455
$2,330
$674
Comprehensive income$2,241
$2,673
$10,097
$7,606
Net income applicable to noncontrolling interests34
45
156
129
Other comprehensive income (loss) applicable to noncontrolling interests28
2
79
(20)
Comprehensive income applicable to Morgan Stanley$2,179
$2,626
$9,862
$7,497

See Notes to Consolidated Financial Statements4737September 20202021 Form 10-Q


Consolidated Balance Sheets

mslogo3q20.jpg


$ in millions, except share data(Unaudited)
At
September 30,
2020
At
December 31,
2019
Assets  
Cash and cash equivalents$94,772
$82,171
Trading assets at fair value ($122,933 and $128,386 were pledged to various parties)
293,968
297,110
Investment securities (includes $84,536 and $62,223 at fair value)
130,705
105,725
Securities purchased under agreements to resell (includes $15 and $4 at fair value)
88,283
88,224
Securities borrowed100,803
106,549
Customer and other receivables72,537
55,646
Loans:  
Held for investment (net of allowance of $913 and $349)
133,156
118,060
Held for sale13,081
12,577
Goodwill7,348
7,143
Intangible assets (net of accumulated amortization of $3,442 and $3,204)
1,880
2,107
Other assets19,407
20,117
Total assets$955,940
$895,429
Liabilities  
Deposits (includes $3,679 and $2,099 at fair value)
$239,253
$190,356
Trading liabilities at fair value145,016
133,356
Securities sold under agreements to repurchase (includes $1,166 and $733 at fair value)
41,376
54,200
Securities loaned7,924
8,506
Other secured financings (includes $10,185 and $7,809 at fair value)
13,857
14,698
Customer and other payables192,300
197,834
Other liabilities and accrued expenses22,952
21,155
Borrowings (includes $69,144 and $64,461 at fair value)
203,444
192,627
Total liabilities866,122
812,732
Commitments and contingent liabilities (see Note 14)


Equity  
Morgan Stanley shareholders’ equity:  
Preferred stock8,520
8,520
Common stock, $0.01 par value:  
Shares authorized: 3,500,000,000; Shares issued: 2,038,893,979; Shares outstanding: 1,576,447,988 and 1,593,973,680
20
20
Additional paid-in capital24,015
23,935
Retained earnings76,061
70,589
Employee stock trusts2,992
2,918
Accumulated other comprehensive income (loss)(537)(2,788)
Common stock held in treasury at cost, $0.01 par value (462,445,991 and 444,920,299 shares)
(19,685)(18,727)
Common stock issued to employee stock trusts(2,992)(2,918)
Total Morgan Stanley shareholders’ equity88,394
81,549
Noncontrolling interests1,424
1,148
Total equity89,818
82,697
Total liabilities and equity$955,940
$895,429

September 2020 Form 10-Q48See Notes to Consolidated Financial Statements


Consolidated Statements of Changes in Total Equity

(Unaudited)
ms-20210930_g1.jpg


Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Preferred Stock
Beginning balance$7,750 $8,520 $9,250 $8,520 
Redemption of Series J preferred stock — (1,500)— 
Ending balance7,750 8,520 7,750 8,520 
Common Stock
Beginning and ending balance20 20 20 20 
Additional Paid-in Capital
Beginning balance28,030 23,782 25,546 23,935 
Share-based award activity473 232 765 79 
Issuance of common stock for the acquisition of Eaton Vance — 2,185 — 
Other net increases (decreases)1 8 
Ending balance28,504 24,015 28,504 24,015 
Retained Earnings
Beginning balance84,791 74,015 78,694 70,589 
Cumulative adjustment related to the adoption of financial instruments-credit losses accounting update1
 —  (100)
Net income applicable to Morgan Stanley3,707 2,717 11,338 7,611 
Preferred stock dividends2
(123)(120)(364)(377)
Common stock dividends2
(1,276)(551)(2,562)(1,662)
Other net increases (decreases) — (7)— 
Ending balance87,099 76,061 87,099 76,061 
Employee Stock Trusts
Beginning balance3,768 3,018 3,043 2,918 
Share-based award activity2 (26)727 74 
Ending balance3,770 2,992 3,770 2,992 
Accumulated Other Comprehensive Income (Loss)
Beginning balance(2,523)(1,962)(2,788)
Net change in Accumulated other comprehensive income (loss)(178)(538)(739)2,251 
Ending balance(2,701)(537)(2,701)(537)
Common Stock Held in Treasury at Cost
Beginning balance(11,198)(19,693)(9,767)(18,727)
Share-based award activity57 38 1,094 882 
Repurchases of common stock and employee tax withholdings(3,628)(30)(9,228)(1,840)
Issuance of common stock for the acquisition of Eaton Vance — 3,132 — 
Ending balance(14,769)(19,685)(14,769)(19,685)
Common Stock Issued to Employee Stock Trusts
Beginning balance(3,768)(3,018)(3,043)(2,918)
Share-based award activity(2)26 (727)(74)
Ending balance(3,770)(2,992)(3,770)(2,992)
Noncontrolling Interests
Beginning balance1,292 1,364 1,368 1,148 
Net income applicable to noncontrolling interests17 34 66 156 
Net change in Accumulated other comprehensive income (loss) applicable to noncontrolling interests(4)28 (64)79 
Other net increases (decreases)(89)(2)(154)41 
Ending balance1,216 1,424 1,216 1,424 
Total Equity$107,119 $89,818 $107,119 $89,818 

1.See Notes 2 and 18 in the 2020 Form 10-K for further information regarding cumulative adjustments for accounting changes.
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Preferred Stock    
Beginning and ending balance$8,520
$8,520
$8,520
$8,520
Common Stock    
Beginning and ending balance20
20
20
20
Additional Paid-in Capital    
Beginning balance23,782
23,446
23,935
23,794
Share-based award activity232
196
79
(154)
Other net increases1
7
1
9
Ending balance24,015
23,649
24,015
23,649
Retained Earnings    
Beginning balance74,015
67,588
70,589
64,175
Cumulative adjustments for accounting changes1
0
0
(100)63
Net income applicable to Morgan Stanley2,717
2,173
7,611
6,803
Preferred stock dividends2
(120)(113)(377)(376)
Common stock dividends2
(551)(577)(1,662)(1,594)
Ending balance76,061
69,071
76,061
69,071
Employee Stock Trusts    
Beginning balance3,018
2,889
2,918
2,836
Share-based award activity(26)(24)74
29
Ending balance2,992
2,865
2,992
2,865
Accumulated Other Comprehensive Income (Loss)    
Beginning balance1
(2,051)(2,788)(2,292)
Net change in Accumulated other comprehensive income (loss)(538)453
2,251
694
Ending balance(537)(1,598)(537)(1,598)
Common Stock Held In Treasury at Cost    
Beginning balance(19,693)(15,799)(18,727)(13,971)
Share-based award activity38
57
882
1,138
Repurchases of common stock and employee tax withholdings(30)(1,538)(1,840)(4,447)
Ending balance(19,685)(17,280)(19,685)(17,280)
Common Stock Issued to Employee Stock Trusts    
Beginning balance(3,018)(2,889)(2,918)(2,836)
Share-based award activity26
24
(74)(29)
Ending balance(2,992)(2,865)(2,992)(2,865)
Non-Controlling Interests    
Beginning balance1,364
1,121
1,148
1,160
Net income applicable to non-controlling interests34
45
156
129
Net change in Accumulated other comprehensive income (loss) applicable to non-controlling interests28
2
79
(20)
Other net increases (decreases)(2)0
41
(101)
Ending balance1,424
1,168
1,424
1,168
Total Equity$89,818
$83,550
$89,818
$83,550

1.
See Notes 2 and 17 for further information regarding cumulative adjustments for accounting changes.2.
2.
See Note 17 for information regarding dividends per share for each class of stock.



See Notes to Consolidated Financial Statements49September 2020 Form 10-Q


Consolidated Cash Flow Statements
(Unaudited)
mslogo3q20.jpg


 Nine Months Ended
September 30,
$ in millions20202019
Cash flows from operating activities  
Net income$7,767
$6,932
Adjustments to reconcile net income to net cash provided by (used for) operating activities:  
Stock-based compensation expense802
825
Depreciation and amortization2,363
1,987
Provision for (Release of) credit losses on lending activities757
104
Other operating adjustments663
(114)
Changes in assets and liabilities:  
Trading assets, net of Trading liabilities18,442
17,036
Securities borrowed5,746
(16,088)
Securities loaned(582)(2,217)
Customer and other receivables and other assets(17,098)(5,135)
Customer and other payables and other liabilities(5,818)22,721
Securities purchased under agreements to resell(59)5,155
Securities sold under agreements to repurchase(12,824)9,703
Net cash provided by (used for) operating activities159
40,909
Cash flows from investing activities  
Proceeds from (payments for):  
Other assets—Premises, equipment and software, net(905)(1,460)
Changes in loans, net(13,592)(10,079)
Investment securities:  
Purchases(41,147)(35,078)
Proceeds from sales7,220
13,561
Proceeds from paydowns and maturities11,240
8,183
Other investing activities(254)(848)
Net cash provided by (used for) investing activities(37,438)(25,721)
Cash flows from financing activities  
Net proceeds from (payments for):  
Other secured financings229
(587)
Deposits48,734
(7,084)
Proceeds from issuance of Borrowings42,169
23,697
Payments for:  
Borrowings(38,151)(30,391)
Repurchases of common stock and employee tax withholdings(1,840)(4,447)
Cash dividends(2,008)(2,082)
Other financing activities(208)(286)
Net cash provided by (used for) financing activities48,925
(21,180)
Effect of exchange rate changes on cash and cash equivalents955
(1,548)
Net increase (decrease) in cash and cash equivalents12,601
(7,540)
Cash and cash equivalents, at beginning of period82,171
87,196
Cash and cash equivalents, at end of period$94,772
$79,656
Supplemental Disclosure of Cash Flow Information  
Cash payments for:  
Interest$3,747
$9,760
Income taxes, net of refunds1,675
1,603

September 2020 Form 10-Q50See Notes to Consolidated Financial Statements


38
See Notes to Consolidated Financial Statements

Consolidated Cash Flow Statements
(Unaudited)
ms-20210930_g1.jpg

 Nine Months Ended
September 30,
$ in millions20212020
Cash flows from operating activities
Net income$11,404 $7,767 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Stock-based compensation expense1,636 802 
Depreciation and amortization2,979 2,363 
Provision for credit losses(1)757 
Other operating adjustments(149)663 
Changes in assets and liabilities:
Trading assets, net of Trading liabilities2,832 18,442 
Securities borrowed(13,531)5,746 
Securities loaned3,402 (582)
Customer and other receivables and other assets(2,692)(17,098)
Customer and other payables and other liabilities19,829 (5,818)
Securities purchased under agreements to resell(3,487)(59)
Securities sold under agreements to repurchase11,400 (12,824)
Net cash provided by (used for) operating activities33,622 159 
Cash flows from investing activities
Proceeds from (payments for):
Other assets—Premises, equipment and software, net(1,658)(905)
Changes in loans, net(23,197)(13,592)
Investment securities:
Purchases(57,334)(41,147)
Proceeds from sales18,325 7,220 
Proceeds from paydowns and maturities32,368 11,240 
Cash paid as part of the Eaton Vance acquisition, net of cash acquired(2,648)— 
Other investing activities(447)(254)
Net cash provided by (used for) investing activities(34,591)(37,438)
Cash flows from financing activities
Net proceeds from (payments for):
Other secured financings(1,125)229 
Deposits18,347 48,734 
Proceeds from issuance of Borrowings73,591 42,169 
Payments for:
Borrowings(56,699)(38,151)
Repurchases of common stock and employee tax withholdings(9,228)(1,840)
Cash dividends(2,857)(2,008)
Other financing activities(197)(208)
Net cash provided by (used for) financing activities21,832 48,925 
Effect of exchange rate changes on cash and cash equivalents(2,654)955 
Net increase (decrease) in cash and cash equivalents18,209 12,601 
Cash and cash equivalents, at beginning of period105,654 82,171 
Cash and cash equivalents, at end of period$123,863 $94,772 
Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest$1,236 $3,747 
Income taxes, net of refunds3,303 1,675 
See Notes to Consolidated Financial Statements39September 2021 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
1. Introduction and Basis of Presentation
The Firm
Morgan Stanley 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. See the “Glossary of Common Terms and Acronyms” for the definition of certain terms and acronyms used throughout this Form 10-Q.
A description of the clients and principal products and services of each of the Firm’s business segments is as follows:
Institutional Securities provides investment banking, salesa variety of products 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. SalesOur Equity and trading servicesFixed Income businesses include sales, financing, prime brokerage, market-making, Asia wealth management services and market-making activities in the equity and fixed income businesses.certain business-related investments. Lending activities include originating corporate loans and commercial real estate loans, providing secured lending facilities, and extending securities-based and other financing to sales and trading customers. Other activities include Asia wealth management services, investments and research.
Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses and institutions covering: financial advisor-led brokerage and investment advisory services; self-directed brokerage services; financial and wealth planning services; workplace services including stock plan administration services;administration; annuity and insurance products; securities-based lending, residential real estate loans 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, which are offered through a variety of investment vehicles, include equity, fixed income, alternatives and solutions, and liquidity and alternative/other products.overlay services. 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 generally served through intermediaries, including affiliated and non-affiliated distributors.
Basis of Financial Information
The financial statements are prepared in accordance with U.S. GAAP, which requires the Firm to make estimates and assumptions regarding the valuations of certain financial instruments, the valuations of goodwill and intangible assets, the outcome of legal and tax matters, deferred tax assets, ACL, and other matters that affect its financial statements and related disclosures. The Firm believes that the estimates utilized in the preparation of its financial statements are prudent and reasonable. Actual results could differ materially from these estimates.
CertainThe financial statements reflect the effects of the following reclassifications have been made to prior periods to conform toperiod amounts. The Provision for credit losses for loans and lending commitments is presented as a separate line in the current presentation. income statements. Previously, the provision for credit losses for loans was included in Other revenues, and the provision for credit losses for lending commitments was included in Other expenses. In addition, economic hedges of certain held-for-sale and held-for-investment loans, which were previously reported in Trading revenues, are reported in Other revenues.
The Notes are an integral part of the Firm'sFirm’s financial statements. The Firm has evaluated subsequent events for adjustment to or disclosure in these financial statements through the date of this report and has not identified any recordable or disclosable events not otherwise reported in these financial statements or the notes thereto.
The accompanying financial statements should be read in conjunction with the Firm’s financial statements and notes thereto included in the 20192020 Form 10-K. Certain footnote disclosures included in the 20192020 Form 10-K have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. The 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 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 VIEs (see Note 15). Intercompany balances and transactions have been eliminated. For consolidated subsidiaries that are not wholly owned, the third-party holdings of equity interests are referred to as noncontrollingNoncontrolling interests. The net income attributable to noncontrollingNoncontrolling interests for such subsidiaries is
September 2021 Form 10-Q40

Notes to Consolidated Financial Statements
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presented as Net income applicable to noncontrolling interests in the 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 balance sheets.
For a discussion of the Firm’s significant regulated U.S. and international subsidiaries and its involvement with VIEs, see Note 1 to the financial statements in the 20192020 Form 10-K.

51September 2020 Form 10-Q

Notes to Consolidated Financial Statements
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2. Significant Accounting Policies
For a detailed discussion about the Firm’s significant accounting policies and for further information on accounting updates adopted in the prior year, see Note 2 to the financial statements in the 20192020 Form 10-K.
During the nine months ended September 30, 20202021 (“current year period”), there were no significant revisionsupdates to the Firm’s significant accounting policies, other than foras described below and in Note 1 to the accounting updates adopted.financial statements.
Accounting Updates Adopted in 2020
Reference Rate Reform
The Firm adopted the Reference Rate Reform accounting update in the current year period. There was no impactFirm’s acquisition of Eaton Vance Corp. (“Eaton Vance”) on March 1, 2021 added indefinite lived intangible assets to the Firm’s financial statements upon initial adoption.
This accounting update provides optional accounting relief to entities with contracts, hedge accounting relationships or other transactions that reference LIBOR or other interest rate benchmarksbalance sheet. Indefinite lived intangible assets are not amortized but are tested for which the referenced rate is expected to be discontinued or replaced. The Firm is applying the accounting relief as relevant contractimpairment on an annual basis and hedge accounting relationship modifications are made during the course of the reference rate reform transition period. The optional relief generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of ason an extinguishment of the contract, and would therefore not trigger certain accounting impacts that would otherwise be required. It also allows entities to change certain critical terms of existing hedge accounting relationships that are affected by reference rate reform, and these changes would not require de-designating the hedge accounting relationship. The optional relief ends December 31, 2022.
Financial Instruments—Credit Losses
The Firm adopted the Financial InstrumentsCredit Losses accounting update on January 1, 2020.
This accounting update impacted the impairment model for certain financial assets measured at amortized cost by requiring a CECL methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. CECL replaced the loss model previously applicable to loans held for investment, HTM securities and other receivables carried at amortized cost, such as employee loans.
The update also eliminated the concept of other-than-temporary impairment for AFS securities and instead requires impairments on AFS securities to be recognized in earnings through an allowance when the fair value is less than amortized cost and a credit loss exists, and through a permanent reduction of the
amortized costinterim basis when certain events or circumstances exist. For both the securities are expected to be sold before recovery of amortized cost.

For certain portfolios, we determined that there are de minimus or zero expected credit losses, for example, for lendingannual and financing transactions, such as Securities borrowed, Securities purchased under agreements to resell and certain other portfolios where collateral arrangements are being followed. Also, we have zero expected credit losses for certain financial assets based on the credit quality of the borrower or issuer, such as U.S. government and agency securities.

At transition on January 1, 2020, the adoption of this accounting standard resulted in an increase in the allowance for credit losses of $131 million with a corresponding reduction in Retained earnings of $100 million, net of tax. The adoption impact was primarily attributable to a $124 million increase in the allowance for credit losses on employee loans.

The following discussion highlights changes to the Firm’s accounting policies as a result of this adoption.
Instruments Measured at Amortized Cost and Certain Off-Balance Sheet Credit Exposures
Allowance for Credit Losses
The ACL for financial instruments measured at amortized cost and certain off-balance sheet exposures (e.g., HFI loans and lending commitments, HTM securities, customer and other receivables and certain guarantees) represents an estimate of expected credit losses over the entire life of the financial instrument.
Factors considered by management when determining the ACL include payment status, fair value of collateral, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and reasonable and supportable forecasts. The Firm’s three forecasts include assumptions about certain macroeconomic variables including, but not limited to, U.S. gross domestic product, equity market indices, unemployment rates, as well as commercial real estate and home price indices. At the conclusion of the Firm’s reasonable and supportable forecast period of 13 quarters, there is a gradual reversion back to historical averages.
The ACL is measured on a collective basis when similar risk characteristics exist for multiple instruments considering all available information relevant to assessing the collectability of cash flows. Generally,interim tests, the Firm applieshas the option to either (i) perform a probability of default/loss given default model for instruments that are collectively assessed, under which the ACL is calculated as the product of probability of default, loss given default and exposure at default. These parameters are forecast for each collective group of assets usingquantitative impairment test or (ii) first perform a scenario-based statistical model and at the conclusion of the Firm’s reasonable and supportable forecast period, the parameters gradually revert back to historical averages.

September 2020 Form 10-Q52

Notes to Consolidated Financial Statements
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If the instrument does not share similar risk characteristics with other instruments, including when it is probable that the Firm will be unable to collect the full payment of principal and interest on the instrument when due, the ACL is measured on an individual basis. The Firm generally applies a discounted cash flow method for instruments that are individually assessed.

The Firm may also elect to use an approach that considers the fair value of the collateral when measuring the ACL if the loan is collateral dependent (i.e., repayment of the loan is expected to be provided substantially by the sale or operation of the underlying collateral and the borrower is experiencing financial difficulty).

Additionally, the Firm can elect to use an approach to measure the ACL using the fair value of collateral where the borrower is required to, and reasonably expected to, continually adjust and replenish the amount of collateral securing the instrument to reflect changes in the fair value of such collateral. The Firm has elected to use this approach for certain securities-based loans, customer receivables representing margin loans, Securities purchased under agreements to resell and Securities borrowed.
Credit quality indicators considered in developing the ACL include:
Corporate loans, Secured lending facilities, Commercial real estate loans and securities, and Other loans: Internal risk ratings developed by the Credit Risk Management Department which are refreshed at least annually, and more frequently as necessary. These ratings generally correspond to external ratings published by S&P. The Firm also considers transaction structure, including type of collateral, collateral terms, and position of the obligation within the capital structure. In addition, for Commercial real estate, the Firm considers property type and location, net operating income, LTV ratios, among others, as well as commercial real estate price and credit spread indices and capitalization rates.
Residential real estate loans: Loan origination Fair Isaac Corporation (“FICO”) credit scores as determined by independent credit agencies in the United States and loan-to-value (“LTV”) ratios.
Employee loans: Employment status, which includes those currently employed by the Firm and for which the Firm can deduct any unpaid amounts due to it through certain compensation arrangements; and those no longer employed by the Firm where such compensation arrangements are no longer applicable.
For Securities-based loans, the Firm generally measures the ACL based on the fair value of collateral.
Qualitative and environmental factors such as economic and business conditions, the nature and volume of the portfolio, and lending terms and the volume and severity of past due loans are also considered in the ACL calculations.
Presentation of ACL and Provision for Credit Losses
ACL
Provision for
credit losses
Instruments measured at amortized cost (e.g., HFI loans, HTM securities and customer and other receivables)
Contra assetOther revenue
Employee loansContra assetCompensation and benefits expense
Off-balance sheet instruments (e.g., HFI lending commitments and certain guarantees)
Other liabilities and accrued expensesOther expense
Troubled Debt Restructurings (“TDRs”)
The Firm may modify the terms of certain loans for economic or legal reasons related to a borrower’s financial difficulties by granting one or more concessions that the Firm would not otherwise consider. Such modifications are accounted for and reported as a TDR, except for certain modifications related to the Coronavirus Disease (“COVID-19”) as noted in “Modifications and Nonaccrual Status for Borrowers Impacted by COVID-19” herein. A loan that has been modified in a TDR is generally considered to be impaired and is evaluated individually. TDRs are also generally classified as nonaccrual and may be returned to accrual status only after the Firm expects repayment of the remaining contractual principal and interest and there is sustained repayment performance for a reasonable period.
Nonaccrual
The Firm places financial instruments on nonaccrual status if principal or interest is past due for a period of 90 days or more or payment of principal or interest is in doubt unless the obligation is well-secured and in the process of collection, or in certain cases when related to COVID-19 as noted in “Modifications and Nonaccrual Status for Borrowers Impacted by COVID-19” herein. For any instrument placed on nonaccrual status, the Firm reverses any unpaid interest accrued with an offsetting reduction to Interest income. Principal and interest payments received on nonaccrual instruments are applied to principal if there is doubt regarding the ultimate collectability of principal. If collection of the principal is not in doubt, interest income is realized on a cash basis. If neither principal nor interest collection is in doubt and the instruments are brought current, instruments are generally placed on accrual status and interest income is recognized using the effective interest method.
Modifications and Nonaccrual Status for Borrowers Impacted by COVID-19
In the first quarter of 2020, the Firm elected to apply the guidance issued by Congress in the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) as well as by the U.S. banking agencies stating that certain concessions granted to borrowers that are current on existing loans, either individually or as part of a program for creditworthy borrowers who are experiencing short-term financial or operational problems as a result of COVID-19, generally would not be considered TDRs.

53September 2020 Form 10-Q

Notes to Consolidated Financial Statements
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Additionally, these loans generally would not be considered nonaccrual status unless collectability concerns exist despite the modification provided. For loans remaining on accrual status, the Firm elected to continue recognizing interest income during the modification periods.
ACL Write-offs
The Firm writes-off a financial instrument in the period that it is deemed uncollectible and records a reduction in the ACL and the balance of the financial instrument in the balance sheet. However, for accrued interest receivable balances that are separately recorded from the related financial instruments, the Firm's nonaccrual policy requires that accrued interest receivable be written off against Interest income when the related financial instrument is placed in nonaccrual status. Accordingly, the Firm elected not to measure an ACL for accrued interest receivables. However, in the case of loans which are modified as a result of COVID-19 and remain on accrual status due to the relief noted in “Modifications and Nonaccrual Status for Borrowers Impacted by COVID-19,” accrued interest receivable balances are assessed for any required ACL.
Available-for-Sale (“AFS”) Investment Securities

AFS securities are reported at fair value in the balance sheets. Interest income, including amortization of premiums and accretion of discounts, is included in Interest income in the Income statements. Unrealized gains are recorded in OCI and unrealized losses are recorded either in OCI or in Other revenues as described below.

AFS securities in an unrealized loss position are first evaluatedqualitative assessment to determine whether there is an intent to sell or it is more likely than not that the Firm willasset is impaired, in which case the quantitative test would be required to sell before recovery of the amortized cost basis. If so, the entire unrealized loss is recognized in Other revenues, as any previously established ACL is written off and the amortized cost basis is written down to the fair value of the security.

For all other AFS securities in an unrealized loss position, any portion of unrealized losses representing a credit loss is recognized in Other revenues and as an increase to the ACL for AFS securities, with the remainder of unrealized losses recognized in OCI. When considering whether a credit loss exists, relevant information as discussed in Note 2 of the 2019 Form 10-K is considered, except that with the adoption of Financial Instruments—Credit Losses in 2020, the length of time the fair value has been less than the amortized cost basis is no longer considered.
Presentation of ACL and Provision for Credit Losses
ACL
Provision for
credit losses
AFS securitiesContra Investment securitiesOther revenue
Nonaccrual & ACL Write-Offs on AFS Securities
AFS securities follow the same nonaccrual and write-off guidance as discussed in “Instruments Measured at Amortized Cost and Certain Off-Balance Sheet Credit Exposures” herein, except as set forth in “Modifications and Nonaccrual Status for Borrowers Impacted by COVID-19.”performed.
Goodwill
The Firm completed its annual goodwill impairment testing as of July 1, 2020.2021. The Firm’s impairment testing did not indicate any goodwill impairment, as each of the Firm’s reporting units with goodwill had a fair value that was in excess of its carrying value.
3. Acquisitions
Acquisition of E*TRADEEaton Vance
On October 2, 2020,March 1, 2021, the Firm completed the acquisition of 100% of E*TRADE Financial Corporation (“E*TRADE”)Eaton Vance in a stock-for-stockstock and cash transaction, which is expected to increaseincreases the scale and breadth of the WealthInvestment Management business segment. Given the recency of the closing, the purchase accounting analysis is still preliminary, however, the transaction is expected to result in the addition of approximately $77 billion in assets, inclusive of approximately $5 billion of Goodwill and $3 billion of Intangible assets. Total consideration for the transaction was approximately $11.9$8.7 billion, which principally consists of the $11$5.3 billion fair value of 23369 million common shares issued from Common stock held in treasury at an exchange ratioand cash of 1.0432 per E*TRADE common share.approximately $3.4 billion.
Upon acquisition, the assets and liabilities of Eaton Vance were adjusted to their respective fair values as of the closing date of the transaction, including the identifiable intangible assets acquired. In addition, the Firm issued Series M and Series N preferred shares with aexcess of the purchase price
over the fair value of approximately $0.7 billionthe net assets acquired has been recorded as goodwill. The fair value estimates used in exchangevaluing certain acquired assets and liabilities are based, in part, on inputs that are unobservable. For intangible assets, these include, but are not limited to, forecasted future cash flows, revenue growth rates, attrition rates and discount rates.
Eaton Vance Purchase Price Allocation
$ in millionsAt
March 1,
2021
Assets
Cash and cash equivalents$691
Trading assets at fair value:
Loans and lending commitments445
Investments299
Corporate and other debt52
Customer and other receivables331
Goodwill5,270
Intangible assets3,956
Other assets836
Total assets$11,880
Liabilities
Other secured financings$399
Other liabilities and accrued expenses2,147
Borrowings678
Total liabilities$3,224
Acquired Intangible Assets
$ in millionsWeighted
average life
(years)
At
March 1,
2021
Non-amortizable
Management contractsindefinite$2,120 
Amortizable
Customer relationships161,455 
Tradenames23221 
Management contracts16160 
Total acquired Intangible assets$3,956 
Eaton Vance Results Included in the Firm’s Consolidated Results
$ in millionsThree Months Ended
September 30, 2021
Nine Months Ended
September 30, 20211
Net revenues$549 $1,258 
Net income137 287 
1.Reflects Eaton Vance results from March 1, 2021 through September 30, 2021.
Morgan Stanley and Eaton Vance Proforma Combined Financial Information
Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions
20211
202020212020
Net revenues$14,753 $12,072 $45,527 $36,313 
Net income3,724 2,729 11,504 7,420 
1.Amounts are the same as those presented in the Consolidated Income Statement for E*TRADE’s existing preferred stock.the current quarter.
Planned Acquisition
The proforma financial information presented in the previous table was computed by combining the historical financial information of Eaton Vance
On October 8, 2020, the Firm entered into a definitive agreement under which it will acquireand Eaton Vance Corp. (“Eaton Vance”) in a cash and stock transaction valued, asalong with the effects of the announcement, at approximately $7 billion, based on the closing priceacquisition method of the Firm’s common stock and the number of Eaton Vance’s fully diluted shares outstanding on October 7, 2020. Under the terms of the agreement, Eaton Vance common stockholders will receive $28.25 in cash and 0.5833 Morgan Stanley common sharesaccounting for each Eaton Vance common share. In addition, Eaton Vance common shareholders will receive a one-time special cash dividend of $4.25 per share to be paid pre-closing by Eaton Vance. The acquisition is subject to customary closing conditions, and is expected to close in the second quarter of 2021.business

41September 20202021 Form 10-Q54

Notes to Consolidated Financial Statements

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combinations as though the companies were combined on January 1, 2020.
The proforma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual Net revenues and Net income would have been had the companies actually been combined as of this date.
4. Cash and Cash Equivalents
Cash and cash equivalents consist of Cash and due from banks and Interest bearing deposits with banks. Cash equivalents are highly liquid investments with remaining maturities of three months or less from the acquisition date that are readily convertible to cash and are not held for trading purposes.
$ in millionsAt
September 30,
2020
At
December 31,
2019
Cash and due from banks$13,840
$6,763
Interest bearing deposits with banks80,932
75,408
Total Cash and cash equivalents$94,772
$82,171
Restricted cash$37,186
$32,512

$ in millionsAt
September 30,
2021
At
December 31,
2020
Cash and due from banks$10,216 $9,792 
Interest bearing deposits with banks113,647 95,862 
Total Cash and cash equivalents$123,863 $105,654 
Restricted cash$43,829 $38,202 
Cash and cash equivalents also include Restricted cash such as cash segregated in compliance with federal or other regulations, including minimum reserve requirements set by the Federal Reserve Bank and other central banks, and the Firm'sFirm’s initial margin deposited with clearing organizations.
5. Fair Values
Recurring Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
At September 30, 2021
$ in millionsLevel 1Level 2Level 3
Netting1
Total
Assets at fair value
Trading assets:
U.S. Treasury and agency securities$44,238 $26,312 $4 $ $70,554 
Other sovereign government obligations32,668 5,246 127  38,041 
State and municipal securities 1,960   1,960 
MABS 1,249 366  1,615 
Loans and lending commitments2
 10,611 4,304  14,915 
Corporate and other debt 31,242 1,563  32,805 
Corporate equities3
100,903 1,126 214  102,243 
Derivative and other contracts:
Interest rate3,382 158,164 1,311  162,857 
Credit 9,063 510  9,573 
Foreign exchange32 73,464 147  73,643 
Equity1,211 69,495 464  71,170 
Commodity and other12,547 27,294 2,882  42,723 
Netting1
(15,382)(248,815)(869)(51,501)(316,567)
Total derivative and other contracts1,790 88,665 4,445 (51,501)43,399 
Investments4
795 648 781  2,224 
Physical commodities 3,049   3,049 
Total trading assets4
180,394 170,108 11,804 (51,501)310,805 
Investment securities—AFS55,839 45,755   101,594 
Securities purchased under agreements to resell 7   7 
Total assets at fair value$236,233 $215,870 $11,804 $(51,501)$412,406 
At September 30, 2021
$ in millionsLevel 1Level 2Level 3
Netting1
Total
Liabilities at fair value
Deposits$ $1,948 $62 $ $2,010 
Trading liabilities:
U.S. Treasury and agency securities19,623 1,142   20,765 
Other sovereign government obligations23,194 1,814 3  25,011 
Corporate and other debt 10,565 5  10,570 
Corporate equities3
74,549 314 34  74,897 
Derivative and other contracts:
Interest rate3,251 148,188 515  151,954 
Credit 9,671 544  10,215 
Foreign exchange35 69,491 50  69,576 
Equity1,477 80,045 1,464  82,986 
Commodity and other12,445 23,170 1,573  37,188 
Netting1
(15,382)(248,815)(869)(48,137)(313,203)
Total derivative and other contracts1,826 81,750 3,277 (48,137)38,716 
Total trading liabilities119,192 95,585 3,319 (48,137)169,959 
Securities sold under agreements to repurchase 480 448  928 
Other secured financings 5,219 395  5,614 
Borrowings 73,696 2,056  75,752 
Total liabilities at fair value$119,192 $176,928 $6,280 $(48,137)$254,263 
 At September 30, 2020
$ in millionsLevel 1Level 2Level 3
Netting1
Total
Assets at fair value     
Trading assets:     
U.S. Treasury and agency securities$41,488
$27,033
$122
$
$68,643
Other sovereign government obligations31,171
5,909
10

37,090
State and municipal securities0
1,479
0

1,479
MABS0
999
443

1,442
Loans and lending commitments2
0
3,982
4,351

8,333
Corporate and other debt0
27,158
2,727

29,885
Corporate equities3
102,975
655
135

103,765
Derivative and other contracts:    
Interest rate2,784
239,900
1,114

243,798
Credit0
9,138
768

9,906
Foreign exchange16
67,016
152

67,184
Equity1,244
65,115
1,127

67,486
Commodity and other3,022
12,031
3,480

18,533
Netting1
(5,913)(304,977)(1,060)(59,715)(371,665)
Total derivative and other contracts1,153
88,223
5,581
(59,715)35,242
Investments4
664
144
821

1,629
Physical commodities0
2,615
0

2,615
Total trading assets4
177,451
158,197
14,190
(59,715)290,123
Investment securities—AFS46,946
37,590
0

84,536
Securities purchased under agreements to resell0
15
0

15
Total assets at fair value$224,397
$195,802
$14,190
$(59,715)$374,674

 At September 30, 2020
$ in millionsLevel 1Level 2Level 3
Netting1
Total
Liabilities at fair value     
Deposits$0
$3,574
$105
$
$3,679
Trading liabilities:     
U.S. Treasury and agency securities11,311
462
1

11,774
Other sovereign government obligations25,589
1,513
0

27,102
Corporate and other debt0
8,623
2

8,625
Corporate equities3
59,950
344
57

60,351
Derivative and other contracts:    
Interest rate2,942
226,788
478

230,208
Credit0
9,602
652

10,254
Foreign exchange17
65,390
53

65,460
Equity1,219
75,900
3,272

80,391
Commodity and other3,025
10,304
1,676

15,005
Netting1
(5,913)(304,977)(1,060)(52,204)(364,154)
Total derivative and other contracts1,290
83,007
5,071
(52,204)37,164
Total trading liabilities98,140
93,949
5,131
(52,204)145,016
Securities sold under agreements to repurchase0
718
448

1,166
Other secured financings0
9,876
309

10,185
Borrowings0
65,063
4,081

69,144
Total liabilities at fair value$98,140
$173,180
$10,074
$(52,204)$229,190
 At December 31, 2019
$ in millionsLevel 1Level 2Level 3
Netting1
Total
Assets at fair value     
Trading assets:     
U.S. Treasury and agency securities$36,866
$28,992
$22
$
$65,880
Other sovereign government obligations23,402
4,347
5

27,754
State and municipal securities0
2,790
1

2,791
MABS0
1,690
438

2,128
Loans and lending commitments2
0
6,253
5,073

11,326
Corporate and other debt0
22,124
1,396

23,520
Corporate equities3
123,942
652
97

124,691
Derivative and other contracts:   
Interest rate1,265
182,977
1,239

185,481
Credit0
6,658
654

7,312
Foreign exchange15
64,260
145

64,420
Equity1,219
48,927
922

51,068
Commodity and other1,079
7,255
2,924

11,258
Netting1
(2,794)(235,947)(993)(47,804)(287,538)
Total derivative and other contracts784
74,130
4,891
(47,804)32,001
Investments4
481
252
858

1,591
Physical commodities0
1,907
0

1,907
Total trading assets4
185,475
143,137
12,781
(47,804)293,589
Investment securities—AFS32,902
29,321
0

62,223
Securities purchased under agreements to resell0
4
0

4
Total assets at fair value$218,377
$172,462
$12,781
$(47,804)$355,816

September 20202021 Form 10-Q5542

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

 At December 31, 2020
$ in millionsLevel 1Level 2Level 3
Netting1
Total
Assets at fair value
Trading assets:
U.S. Treasury and agency securities$43,084 $31,524 $$— $74,617 
Other sovereign government obligations26,174 5,048 268 — 31,490 
State and municipal securities— 1,135 — — 1,135 
MABS— 1,070 322 — 1,392 
Loans and lending commitments2
— 5,389 5,759 — 11,148 
Corporate and other debt— 30,093 3,435 — 33,528 
Corporate equities3
111,575 1,142 86 — 112,803 
Derivative and other contracts:
Interest rate4,458 227,818 1,210 — 233,486 
Credit— 6,840 701 — 7,541 
Foreign exchange29 93,770 260 — 94,059 
Equity1,132 65,943 1,369 — 68,444 
Commodity and other1,818 10,108 2,723 — 14,649 
Netting1
(5,488)(310,534)(1,351)(62,956)(380,329)
Total derivative and other contracts1,949 93,945 4,912 (62,956)37,850 
Investments4
624 234 828 — 1,686 
Physical commodities— 3,260 — — 3,260 
Total trading assets4
183,406 172,840 15,619 (62,956)308,909 
Investment securities—AFS46,354 61,225 2,804 — 110,383 
Securities purchased under agreements to resell— 12 — 15 
Total assets at fair value$229,760 $234,077 $18,426 $(62,956)$419,307 
At December 31, 2019At December 31, 2020
$ in millionsLevel 1Level 2Level 3
Netting1
Total$ in millionsLevel 1Level 2Level 3
Netting1
Total
Liabilities at fair value Liabilities at fair value
Deposits$0
$1,920
$179
$
$2,099
Deposits$— $3,395 $126 $— $3,521 
Trading liabilities: Trading liabilities:
U.S. Treasury and agency securities11,191
34
0

11,225
U.S. Treasury and agency securities10,204 — — 10,205 
Other sovereign government obligations21,837
1,332
1

23,170
Other sovereign government obligations24,209 1,738 16 — 25,963 
Corporate and other debt0
7,410
0

7,410
Corporate and other debt— 8,468 — — 8,468 
Corporate equities3
63,002
79
36

63,117
Corporate equities3
67,822 172 63 — 68,057 
Derivative and other contracts:Derivative and other contracts: Derivative and other contracts:
Interest rate1,144
171,025
462

172,631
Interest rate4,789 213,321 528 — 218,638 
Credit0
7,391
530

7,921
Credit— 7,500 652 — 8,152 
Foreign exchange6
67,473
176

67,655
Foreign exchange11 94,698 199 — 94,908 
Equity1,200
49,062
2,606

52,868
Equity1,245 81,683 3,600 — 86,528 
Commodity and other1,194
7,118
1,312

9,624
Commodity and other1,758 9,418 1,014 — 12,190 
Netting1
(2,794)(235,947)(993)(42,531)(282,265)
Netting1
(5,488)(310,534)(1,351)(58,105)(375,478)
Total derivative and other contracts750
66,122
4,093
(42,531)28,434
Total derivative and other contracts2,315 96,086 4,642 (58,105)44,938 
Total trading liabilities96,780
74,977
4,130
(42,531)133,356
Total trading liabilities104,550 106,465 4,721 (58,105)157,631 
Securities sold under agreements to repurchase0
733
0

733
Securities sold under agreements to repurchase— 671 444 — 1,115 
Other secured financings0
7,700
109

7,809
Other secured financings— 11,185 516 — 11,701 
Borrowings0
60,373
4,088

64,461
Borrowings— 69,327 4,374 — 73,701 
Total liabilities at fair value$96,780
$145,703
$8,506
$(42,531)$208,458
Total liabilities at fair value$104,550 $191,043 $10,181 $(58,105)$247,669 
MABSMABS—Mortgage- and asset-backed securities
1.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.” Positions classified within the same level that are with the same counterparty are netted within that level. For further information on derivative instruments and hedging activities, see Note 7.
1.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.” Positions classified within the same level that are with the same counterparty are netted within that level. For further information on derivative instruments and hedging activities, see Note 7.
2.
2.For a further breakdown by type, see the following Detail of Loans and Lending Commitments at Fair Value table.
3.
For trading purposes, the Firm holds or sells short equity securities issued by entities in diverse industries and of varying sizes.
4.
Amounts exclude certain investments that are measured based on NAV per share, which are not classified in the fair value hierarchy. For additional disclosure about such investments, see “Net Asset Value Measurements” herein.
Detail of Loans and Lending Commitments at Fair Value1 table.
$ in millionsAt
September 30,
2020
At
December 31,
2019
Corporate$14
$20
Secured lending facilities445
951
Commercial Real Estate769
2,098
Residential Real Estate824
1,192
Securities-based lending and Other loans6,281
7,065
Total$8,333
$11,326

3.
For trading purposes, the Firm holds or sells short equity securities issued by entities in diverse industries and of varying sizes.
1.Loans previously classified as corporate have been further disaggregated; prior period balances have been revised to conform with current period presentation.
4.Amounts exclude certain investments that are measured based on NAV per share, which are not classified in the fair value hierarchy. For additional disclosure about such investments, see “Net Asset Value Measurements” herein.
Detail of Loans and Lending Commitments at Fair Value
$ in millionsAt
September 30,
2021
At
December 31,
2020
Corporate$13$13
Secured lending facilities350648
Commercial Real Estate2,418916
Residential Real Estate3,1182,145
Securities-based lending and Other loans9,0167,426
Total$14,915$11,148
Unsettled Fair Value of Futures Contracts1
$ in millionsAt
September 30,
2021
At
December 31,
2020
Customer and other receivables (payables), net$(26)$434 
$ in millionsAt
September 30,
2020
At
December 31,
2019
Customer and other receivables, net$589
$365
1.These contracts are primarily Level 1, actively traded, valued based on quoted prices from the exchange and are excluded from the previous recurring fair value tables.
1.These contracts are primarily Level 1, actively traded, valued based on quoted prices from the exchange and are excluded from the previous recurring fair value tables.
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 35 to the financial statements in the 20192020 Form 10-K. During the current quarter,
43September 2021 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
there were no significant revisions made to the Firm’s valuation techniques.
Rollforward of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis
Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
U.S. Treasury and agency securities
Beginning balance$25 $97 $$22 
Realized and unrealized gains (losses)(1)(1) — 
Purchases4 109 28 133 
Sales(24)(36)(33)(42)
Net transfers (47) 
Ending balance$4 $122 $4 $122 
Unrealized gains (losses)$(1)$(1)$ $— 
Other sovereign government obligations
Beginning balance$78 $11 $268 $
Realized and unrealized gains (losses)(3)(1)(1)— 
Purchases59 129 
Sales(4)(1)(269)(3)
Net transfers(3)—  — 
Ending balance$127 $10 $127 $10 
Unrealized gains (losses)$(3)$— $ $— 
State and municipal securities
Beginning balance$4 $— $— $
Purchases — 4 — 
Sales(4)— (4)— 
Net transfers —  (1)
Ending balance$ $— $ $— 
Unrealized gains (losses)$ $— $ $— 
MABS
Beginning balance$357 $379 $322 $438 
Realized and unrealized gains (losses)11 13 67 (60)
Purchases96 13 263 172 
Sales(23)(54)(216)(162)
Net transfers(75)92 (70)55 
Ending balance$366 $443 $366 $443 
Unrealized gains (losses)$11 $$8 $(35)
Loans and lending commitments
Beginning balance$4,896 $4,068 $5,759 $5,073 
Realized and unrealized gains (losses)47 20 33 (161)
Purchases and originations1,373 846 2,467 1,926 
Sales(768)(725)(2,314)(1,139)
Settlements(414)(285)(1,082)(1,907)
Net transfers1
(830)427 (559)559 
Ending balance$4,304 $4,351 $4,304 $4,351 
Unrealized gains (losses)$21 $27 $(5)$(137)
Corporate and other debt
Beginning balance$1,801 $2,686 $3,435 $1,396 
Realized and unrealized gains (losses)173 (107)(151)(184)
Purchases and originations639 451 1,505 2,217 
Sales(594)(325)(1,698)(425)
Settlements —  (311)
Net transfers2
(456)22 (1,528)34 
Ending balance$1,563 $2,727 $1,563 $2,727 
Unrealized gains (losses)$173 $(96)$10 $(186)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
U.S. Treasury and agency securities
Beginning balance$97
$5
$22
$54
Realized and unrealized gains (losses)(1)0
0
0
Purchases109
11
133
18
Sales(36)0
(42)(54)
Net transfers(47)2
9
0
Ending balance$122
$18
$122
$18
Unrealized gains (losses)$(1)$0
$0
$0
Other sovereign government obligations
Beginning balance$11
$10
$5
$17
Realized and unrealized gains (losses)(1)(3)0
(2)
Purchases1
2
8
13
Sales(1)(2)(3)(6)
Net transfers0
5
0
(10)
Ending balance$10
$12
$10
$12
Unrealized gains (losses)$0
$(3)$0
$(2)
State and municipal securities
Beginning balance$0
$16
$1
$148
Sales0
(2)0
(43)
Net transfers0
(13)(1)(104)
Ending balance$0
$1
$0
$1
Unrealized gains (losses)$0
$0
$0
$0
MABS
Beginning balance$379
$480
$438
$354
Realized and unrealized gains (losses)13
(10)(60)(9)
Purchases13
5
172
66
Sales(54)(58)(162)(157)
Settlements0
0
0
(39)
Net transfers92
(16)55
186
Ending balance$443
$401
$443
$401
Unrealized gains (losses)$8
$(8)$(35)$(38)
Loans and lending commitments
Beginning balance$4,068
$5,604
$5,073
$6,870
Realized and unrealized gains (losses)20
(51)(161)3
Purchases and originations846
852
1,926
1,934
Sales(725)(464)(1,139)(1,541)
Settlements(285)(811)(1,907)(2,130)
Net transfers1
427
(261)559
(267)
Ending balance$4,351
$4,869
$4,351
$4,869
Unrealized gains (losses)$27
$(55)$(137)$283

Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Corporate equities
Beginning balance$150 $83 $86 $97 
Realized and unrealized gains (losses)4 32 (15)— 
Purchases83 32 367 42 
Sales(7)(27)(193)(27)
Net transfers(16)15 (31)23 
Ending balance$214 $135 $214 $135 
Unrealized gains (losses)$4 $39 $(5)$14 
Investments
Beginning balance$978 $759 $828 $858 
Realized and unrealized gains (losses)18 55 58 (6)
Purchases59 150 37 
Sales(23)(16)(46)(37)
Net transfers(251)16 (209)(31)
Ending balance$781 $821 $781 $821 
Unrealized gains (losses)$13 $44 $39 $(19)
Investment securities —AFS
Beginning balance$— $— $2,804 $— 
Realized and unrealized gains (losses)  (4) 
Sales  (203) 
Net transfers3
 — (2,597)— 
Ending balance$ $ $ $ 
Unrealized gains (losses)$ $— $— $— 
Securities purchased under agreements to resell
Beginning balance$— $— $$— 
Net transfers  (3) 
Ending balance$ $ $ $ 
Unrealized gains (losses)$ $ $ $ 
Net derivatives: Interest rate
Beginning balance$668 $760 $682 $777 
Realized and unrealized gains (losses)70 (147)(223)(95)
Purchases22 36 48 153 
Issuances(9)(15)(41)(41)
Settlements18 (31)101 36 
Net transfers27 33 229 (194)
Ending balance$796 $636 $796 $636 
Unrealized gains (losses)$165 $(139)$(168)$(37)
Net derivatives: Credit
Beginning balance$(203)$131 $49 $124 
Realized and unrealized gains (losses)59 (16)(2)11 
Purchases12 17 23 66 
Issuances(19)(51)(44)(101)
Settlements102 10 16 61 
Net transfers15 25 (76)(45)
Ending balance$(34)$116 $(34)$116 
Unrealized gains (losses)$(26)$(16)$ $

September 20202021 Form 10-Q5644

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Net derivatives: Foreign exchange
Beginning balance$33 $17 $61 $(31)
Realized and unrealized gains (losses)32 86 41 202 
Purchases12 — 19 
Issuances(15)(4)(21)(5)
Settlements46 (9)(45)(27)
Net transfers(11)42 (43)
Ending balance$97 $99 $97 $99 
Unrealized gains (losses)$29 $75 $73 $136 
Net derivatives: Equity
Beginning balance$(837)$(1,884)$(2,231)$(1,684)
Realized and unrealized gains (losses)(45)366 75 
Purchases24 19 69 192 
Issuances(122)(181)(362)(706)
Settlements(3)(151)(196)(167)
Net transfers2
(17)49 1,354 145 
Ending balance$(1,000)$(2,145)$(1,000)$(2,145)
Unrealized gains (losses)$(96)$32 $(57)$(143)
Net derivatives: Commodity and other
Beginning balance$1,430 $2,087 $1,709 $1,612 
Realized and unrealized gains (losses)(167)(29)43 373 
Purchases44 324 26 
Issuances(31)(40)(137)(65)
Settlements(97)(181)(371)(101)
Net transfers130 (34)(259)(41)
Ending balance$1,309 $1,804 $1,309 $1,804 
Unrealized gains (losses)$(96)$(251)$(243)$(6)
Deposits
Beginning balance$86 $90 $126 $179 
Realized and unrealized losses (gains)(1)1 
Settlements(4)(2)(12)(13)
Net transfers(19)13 (53)(69)
Ending balance$62 $105 $62 $105 
Unrealized losses (gains)$(1)$$1 $
Nonderivative trading liabilities
Beginning balance$59 $74 $79 $37 
Realized and unrealized losses (gains)(11)(6)(20)(21)
Purchases(16)(7)(88)(23)
Sales11 83 23 
Settlements —  
Net transfers(1)(6)(12)41 
Ending balance$42 $60 $42 $60 
Unrealized losses (gains)$(11)$(4)$1 $(21)
Securities sold under agreements to repurchase
Beginning balance$449 $440 $444 $— 
Realized and unrealized losses (gains)(1)5 (22)
Issuances —  470 
Net transfers — (1)— 
Ending balance$448 $448 $448 $448 
Unrealized losses (gains)$(1)$$5 $(22)
Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Other secured financings
Beginning balance$401 $300 $516 $109 
Realized and unrealized losses (gains)(17)11 (14)(1)
Issuances14 421 10 
Settlements(3)(5)(500)(208)
Net transfers — (28)399 
Ending balance$395 $309 $395 $309 
Unrealized losses (gains)$(17)$11 $(13)$(1)
Borrowings
Beginning balance$1,975 $4,135 $4,374 $4,088 
Realized and unrealized losses (gains)(87)(32)(37)(284)
Issuances197 194 411 992 
Settlements(67)(70)(347)(346)
Net transfers2
38 (146)(2,345)(369)
Ending balance$2,056 $4,081 $2,056 $4,081 
Unrealized losses (gains)$(86)$(33)$(8)$(282)
Portion of Unrealized losses (gains) recorded in OCI—Change in net DVA(4)22 (18)(124)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Corporate and other debt
Beginning balance$2,686
$1,364
$1,396
$1,076
Realized and unrealized gains (losses)(107)157
(184)269
Purchases451
341
2,217
632
Sales(325)(474)(425)(587)
Settlements0
0
(311)(7)
Net transfers22
2
34
7
Ending balance$2,727
$1,390
$2,727
$1,390
Unrealized gains (losses)$(96)$114
$(186)$217
Corporate equities
Beginning balance$83
$98
$97
$95
Realized and unrealized gains (losses)32
1
0
(41)
Purchases32
5
42
44
Sales(27)(16)(27)(268)
Net transfers15
15
23
273
Ending balance$135
$103
$135
$103
Unrealized gains (losses)$39
$7
$14
$(38)
Investments
Beginning balance$759
$785
$858
$757
Realized and unrealized gains (losses)55
(15)(6)19
Purchases7
7
37
28
Sales(16)(7)(37)(43)
Net transfers16
15
(31)24
Ending balance$821
$785
$821
$785
Unrealized gains (losses)$44
$(12)$(19)$22
Net derivatives: Interest rate
Beginning balance$760
$816
$777
$618
Realized and unrealized gains (losses)(147)(40)(95)143
Purchases36
69
153
132
Issuances(15)(11)(41)(22)
Settlements(31)2
36
16
Net transfers33
(48)(194)(99)
Ending balance$636
$788
$636
$788
Unrealized gains (losses)$(139)$120
$(37)$214
Net derivatives: Credit
Beginning balance$131
$(138)$124
$40
Realized and unrealized gains (losses)(16)(183)11
36
Purchases17
44
66
103
Issuances(51)(19)(101)(162)
Settlements10
389
61
90
Net transfers25
12
(45)(2)
Ending balance$116
$105
$116
$105
Unrealized gains (losses)$(16)$20
$2
$41
     

1.
Net transfers in the current quarter reflect the transfer of $895 million of equity margin loans from Level 3 to Level 2 as a result of the reduced significance of the margin loan rate input. Net transfers in the prior year periods reflect the largely offsetting impacts of equity margin loan transfers of $857 million into Level 3 in the first quarter of the prior year and $707 million out of Level 3 in the second quarter of the prior year, both driven by changes in the significance level of the margin loan rate input based on changes in liquidity conditions.
2.Net transfers in the current year period reflect the transfer in the second quarter of $2.0 billion of Corporate and Other Debt, $1.0 billion of net Equity derivatives, and $2.2 billion of Borrowings from Level 3 to Level 2 as the unobservable inputs were not significant to the overall fair value measurements.
3.Net transfers in the current year period reflect the transfer in the first quarter of $2.5 billion of AFS securities from Level 3 to Level 2 due to increased trading activity and observability of pricing inputs.
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Net derivatives: Foreign exchange
Beginning balance$17
$(29)$(31)$75
Realized and unrealized gains (losses)86
67
202
(83)
Purchases0
0
3
0
Issuances(4)0
(5)0
Settlements(9)5
(27)0
Net transfers9
9
(43)60
Ending balance$99
$52
$99
$52
Unrealized gains (losses)$75
$79
$136
$26
Net derivatives: Equity
Beginning balance$(1,884)$(1,715)$(1,684)$(1,485)
Realized and unrealized gains (losses)3
(61)75
59
Purchases19
36
192
75
Issuances(181)(207)(706)(227)
Settlements(151)(56)(167)(173)
Net transfers49
622
145
370
Ending balance$(2,145)$(1,381)$(2,145)$(1,381)
Unrealized gains (losses)$32
$(86)$(143)$81
Net derivatives: Commodity and other
Beginning balance$2,087
$1,861
$1,612
$2,052
Realized and unrealized gains (losses)(29)120
373
35
Purchases1
126
26
145
Issuances(40)(36)(65)(71)
Settlements(181)(107)(101)(307)
Net transfers(34)10
(41)120
Ending balance$1,804
$1,974
$1,804
$1,974
Unrealized gains (losses)$(251)$33
$(6)$(89)
Deposits
Beginning balance$90
$138
$179
$27
Realized and unrealized losses (gains)4
5
8
16
Issuances0
23
0
70
Settlements(2)(8)(13)(12)
Net transfers13
(13)(69)44
Ending balance$105
$145
$105
$145
Unrealized losses (gains)$4
$5
$8
$16
Nonderivative trading liabilities
Beginning balance$74
$36
$37
$16
Realized and unrealized losses (gains)(6)(7)(21)(37)
Purchases(7)(13)(23)(31)
Sales5
6
23
36
Settlements0
0
3
0
Net transfers(6)18
41
56
Ending balance$60
$40
$60
$40
Unrealized losses (gains)$(4)$(7)$(21)$(37)


57September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Securities sold under agreements to repurchase
Beginning balance$440
$0
$0
$0
Realized and unrealized losses (gains)8
0
(22)0
Issuances0
0
470
0
Ending balance$448
$0
$448
$0
Unrealized losses (gains)$8
$0
$(22)$0
Other secured financings  
Beginning balance$300
$154
$109
$208
Realized and unrealized losses (gains)11
(1)(1)5
Issuances3
0
10
0
Settlements(5)0
(208)(8)
Net transfers0
(43)399
(95)
Ending balance$309
$110
$309
$110
Unrealized losses (gains)$11
$(1)$(1)$5
Borrowings
Beginning balance$4,135
$3,939
$4,088
$3,806
Realized and unrealized losses (gains)(32)88
(284)498
Issuances194
201
992
610
Settlements(70)(260)(346)(438)
Net transfers(146)(430)(369)(938)
Ending balance$4,081
$3,538
$4,081
$3,538
Unrealized losses (gains)$(33)$91
$(282)$459
Portion of Unrealized losses (gains) recorded in OCI—Change in net DVA22
(23)(124)68

1.Net transfers in the current year period reflect the largely offsetting impacts of transfers in of $857 million of equity margin loans and transfers out of $707 million of equity margin loans. The loans were transferred into Level 3 in the first quarter as the significance of the margin loan rate input increased as a result of reduced liquidity, and transferred out of Level 3 in the second quarter as liquidity conditions improved reducing the significance of the input.
Level 3 instruments may be hedged with instruments classified in Level 1 and Level 2. The realized and unrealized gains or losses for assets and liabilities within the Level 3 category presented in the previous tables do not reflect the related realized and unrealized gains or losses on hedging instruments that have been classified by the Firm within the Level 1 and/or Level 2 categories.
The unrealized gains (losses) during the period for assets and liabilities within the Level 3 category 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 income statements.
Additionally, in the previous tables, consolidations of VIEs are included in Purchases, and deconsolidations of VIEs are included in Settlements.

45September 2021 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
Significant Unobservable Inputs Used in Recurring and Nonrecurring Level 3 Fair Value Measurements
Valuation Techniques and Unobservable Inputs
 
Balance / Range (Average)1
$ in millions, except inputsAt September 30, 2020At December 31, 2019
Assets Measured at Fair Value on a Recurring Basis
U.S. Treasury and agency securities$122
$22
Comparable pricing:  
Bond price102 to 108 points (104 points)
N/M
MABS$443
$438
Comparable pricing: 
Bond price0 to 80 points (47 points)
0 to 96 points (47 points)
Loans and lending commitments$4,351
$5,073
Margin loan model:  
Discount rateN/A
1% to 9% (2%)
Volatility skewN/A
15% to 80% (28%)
Credit SpreadN/A
9 to 39 bps (19 bps)
Margin loan rate1% to 5% (3%)
N/A
Comparable pricing: 
Loan price70 to 103 points (96 points)
69 to 100 points (93 points)
Corporate and other debt$2,727
$1,396
Comparable pricing: 
Bond price10 to 103 points (94 points)
11 to 108 points (84 points)
Discounted cash flow: 
Recovery rate51% to 62% (53% / 51%)
35%
Option model:  
At the money volatility21%21%
Corporate equities$135
$97
Comparable pricing: 
Equity price100%100%
Investments$821
$858
Discounted cash flow: 
WACC10% to 21% (15%)
8% to 17% (15%)
Exit multiple7 to 17 times (11 times)
7 to 16 times (11 times)
Market approach:  
EBITDA multiple8 to 29 times (11 times)
7 to 24 times (11 times)
Comparable pricing: 
Equity price50% to 100% (98%)
75% to 100% (99%)
Net derivative and other contracts: 
Interest rate$636
$777
Option model:  
IR volatility skew0% to 162% (62% / 75%)
24% to 156% (63% / 59%)
IR curve correlation59% to 97% (87% / 92%)
47% to 90% (72% / 72%)
Bond volatility4% to 32% (13% / 8%)
4% to 15% (13% / 14%)
Inflation volatility25% to 64% (44% / 42%)
24% to 63% (44% / 41%)
IR curve1%1%
  
   
   
   
   
Balance / Range (Average1)
$ in millions, except inputsAt September 30, 2021At December 31, 2020
Assets at Fair Value on a Recurring Basis
Other sovereign government obligations$127 $268 
Comparable pricing:
Bond price96 to 152 points (125 points)106 points
MABS$366 $322 
Comparable pricing:
Bond price0 to 86 points (53 points)0 to 80 points (50 points)
Loans and lending
commitments
$4,304 $5,759 
Margin loan model:
Margin loan rate1% to 4% (3%)1% to 5% (3%)
Comparable pricing:
Loan price91 to 102 points (99 points)75 to 102 points (93 points)
Corporate and
other debt
$1,563 $3,435 
Comparable pricing:
Bond price90 to 110 points (99 points)10 to 133 points (101 points)
Discounted cash flow:
Recovery rate40% to 62% (46% / 40%)40% to 62% (46% / 40%)
Option model:
Equity volatility22% to 134% (70%)18% to 21% (19%)
Corporate equities$214 $86 
Comparable pricing:
Equity price100%100%
Investments$781 $828 
Discounted cash flow:
WACC10% to 16% (15%)8% to 18% (15%)
Exit multiple8 to 17 times (12 times)7 to 17 times (12 times)
Market approach:
EBITDA multiple8 to 29 times (10 times)8 to 32 times (11 times)
Comparable pricing:
Equity price43% to 100% (99%)45% to 100% (99%)
Investment securities —AFS$ $2,804 
Comparable pricing:
Bond priceN/A97 to 107 points (101 points)
Net derivative and other contracts:
Interest rate$796 $682 
Option model:
IR volatility skew33% to 99% (60% / 59%)0% to 349% (62% / 59%)
IR curve correlation65% to 98% (83% / 83%)54% to 99% (87% / 89%)
Bond volatility5% to 14% (7% / 6%)6% to 24% (13% / 13%)
Inflation volatility25% to 65% (45% / 43%)25% to 66% (45% / 43%)
IR curve2%1%

Balance / Range (Average1)
$ in millions, except inputsAt September 30, 2021At December 31, 2020
Credit$(34)$49 
Credit default swap model:
Cash-synthetic basis7 points7 points
Bond price0 to 83 points (46 points)0 to 85 points (47 points)
Credit spread14 to 463 bps (74 bps)20 to 435 bps (74 bps)
Funding spread18 to 95 bps (60 bps)65 to 118 bps (86 bps)
Correlation model:
Credit correlation23% to 39% (26%)27% to 44% (32%)
Foreign exchange2
$97 $61 
Option model:
IR - FX correlation53% to 57% (55% 55%)55% to 59% (56% / 56%)
IR volatility skew33% to 99% (60% / 59%)0% to 349% (62% / 59%)
IR curve7%6% to 8% (7% / 8%)
Foreign exchange volatility skew -4% to -2% (-3% / -3%) -22% to 28% (3% / 1%)
Contingency probability95%50% to 95% (83% / 93%)
Equity2
$(1,000)$(2,231)
Option model:
Equity volatility5% to 92% (23%)16% to 97% (43%)
Equity volatility skew -4% to 0% (-1%) -3% to 0% (-1%)
Equity correlation5% to 99% (74%)24% to 96% (74%)
FX correlation -85% to 50% (-33%) -79% to 60% (-16%)
IR correlation -13% to 35% (15%) -13% to 47% (21% / 20%)
Commodity and other$1,309 $1,709 
Option model:
Forward power price$1 to $248 ($39) per MWh$-1 to $157 ($28) per MWh
Commodity volatility8% to 212% (24%)8% to 183% (19%)
Cross-commodity correlation43% to 100% (94%)43% to 99% (92%)
Liabilities Measured at Fair Value on a Recurring Basis
Deposits$62 $126 
Option model:
Equity volatility7%7% to 22% (8%)
 Nonderivative trading liabilities
—Corporate equities
$34 $63 
Comparable pricing:
Equity price100%100%
Securities sold under agreements to repurchase$448 $444 
Discounted cash flow:
Funding spread116 to 122 bps (119 bps)107 to 127 bps (115 bps)
Other secured financings$395 $516 
Discounted cash flow:
Funding spreadN/A111 bps (111 bps)
Comparable pricing:
Loan price30 to 100 points (83 points)30 to 101 points (56 points)
September 20202021 Form 10-Q5846

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

Balance / Range (Average1)
$ in millions, except inputsAt September 30, 2021At December 31, 2020
Borrowings$2,056 $4,374 
Option model:
Equity volatility 7% to 51% (19%)6% to 66% (23%)
Equity volatility skew -1% to 0% (0%) -2% to 0% (0%)
Equity correlation39% to 98% (91%)37% to 95% (78%)
Equity - FX correlation -60% to 10% (-16%) -72% to 13% (-24%)
IR FX Correlation -27% to 7% (-5% / -5%) -28% to 6% (-6% / -6%)
Discounted cash flow:
Recovery rate40% to 62% (46% / 40%)N/M
Nonrecurring Fair Value Measurement
Loans$1,603 $3,134 
Corporate loan model:
Credit spread95 to 562 bps (298 bps)36 to 636 bps (336 bps)
Comparable pricing:
Loan price48 to 80 points (63 points)N/M
Warehouse model:
Credit spread197 to 450 bps (374 bps)200 to 413 bps (368 bps)
Comparable pricing:
Bond PriceN/A88 to 99 bps (94 bps)
 
Balance / Range (Average)1
$ in millions, except inputsAt September 30, 2020At December 31, 2019
Credit$116
$124
Credit default swap model: 
Cash-synthetic basis6 points
6 points
Bond price0 to 95 points (52 points)
0 to 104 points (45 points)
Credit spread20 to 435 bps (79 bps)
9 to 469 bps (81 bps)
Funding spread71 to 138 bps (116 bps)
47 to 117 bps (84 bps)
Correlation model:  
Credit correlation29% to 56% (35%)
29% to 62% (36%)
Foreign exchange2
$99
$(31)
Option model:  
IR - FX correlation13% to 59% (37% / 37%)
32% to 56% (46% / 46%)
IR volatility skew0% to 162% (62% / 75%)
24% to 156% (63% / 59%)
IR curve8% to 9% (8% / 8%)
10% to 11% (10% / 10%)
Foreign exchange volatility skew-7% to -5% (-6% / -6%)
N/A
Contingency probability95% (95%)
85% to 95% (94% / 95%)
Equity2
$(2,145)$(1,684)
Option model:  
At the money volatility16% to 92% (42%)
9% to 90% (36%)
Volatility skew-2% to 0% (-1%)
-2% to 0% (-1%)
Equity correlation5% to 96% (70%)
5% to 98% (70%)
FX correlation-60% to 60% (-17%)
-79% to 60% (-37%)
IR correlation-7% to 44% (20% / 18%)
-11% to 44% (18% / 16%)
Commodity and other$1,804
$1,612
Option model:  
Forward power price$-1 to $116 ($28) per MWh
$3 to $182 ($28) per MWh
Commodity volatility8% to 95% (19%)
7% to 183% (18%)
Cross-commodity correlation43% to 99% (92%)
43% to 99% (93%)
Liabilities Measured at Fair Value on a Recurring Basis
Deposits$105
$179
Option Model:  
Equity at the money volatility7% to 23% (7%)
16% to 37% (20%)
Corporate equities$57
$36
Comparable pricing:

Equity price100% (100%)
N/M
Securities sold under agreements to repurchase$448
$0
Discounted cash flow:
Funding spread105 to 130 bps (114 bps)
N/A
Other secured financings$309
$109
Discounted cash flow: 
Funding spread110 bps (110 bps)
111 to 124 bps (117 bps)
Comparable pricing: 
Loan price25 to 101 points (68 points)
N/A
   
   
   
 
Balance / Range (Average)1
$ in millions, except inputsAt September 30, 2020At December 31, 2019
Borrowings$4,081
$4,088
Option model:  
At the money volatility6% to 70% (23%)
5% to 44% (21%)
Volatility skew-2% to 0% (0%)
-2% to 0% (0%)
Equity correlation37% to 98% (81%)
38% to 94% (78%)
Equity - FX correlation-72% to 13% (-28%)
-75% to 26% (-25%)
IR - FX Correlation-28% to 6% (-6% / -6%)
-26% to 10% (-7% / -7%)
Nonrecurring Fair Value Measurement
Loans$2,088
$1,500
Corporate loan model: 
Credit spread52 bps to 668 bps (380 bps)
69 to 446 bps (225 bps)
Warehouse model:  
Credit spread191 bps to 580 bps (379 bps)
287 to 318 bps (297 bps)
Points—Percentage of par
IR—Interest rate
FX—Foreign exchange
1.A single amount is disclosed for range and average when there is no significant difference between the minimum, maximum and average. Amounts represent weighted averages except where simple averages and the median of the inputs are more relevant.
IR—Interest rate2.Includes derivative contracts with multiple risks (i.e., hybrid products).
FX—Foreign exchange
1.
A single amount is disclosed for range and average when there is no significant difference between the minimum, maximum and average. Amounts represent weighted averages except where simple averages and the median of the inputs are more relevant.
2.
Includes derivative contracts with multiple risks (i.e., hybrid products).
The previous tables provide information on the valuation techniques, significant unobservable inputs, and the 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 of financial instruments. 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. Generally, there are no predictable relationships between multiple significant unobservable inputs attributable to a given valuation technique.
Other than as follows, during the current year period, there were no significant revisions made to the descriptions of the Firm’s significant unobservable inputs. For margin loans, the margin loan rate is the annualized rate that reflects the possibility of losses as a result of movements in the price of the underlying margin loan collateral. The rate is calibrated from the previously disclosed discount rate, credit spread and/or volatility measures. For a description of the Firm’s significant unobservable inputs and qualitative information about the effect of hypothetical changes in the values of those inputs, see Note 35 to the financial statements in the 20192020 Form 10-K.

During the current quarter, there were no significant revisions made to the descriptions of the Firm’s significant unobservable inputs.

59September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Net Asset Value Measurements
Fund Interests
 At September 30, 2021At December 31, 2020
$ in millions
Carrying
Value
Commitment
Carrying
Value
Commitment
Private equity$2,430 $640 $2,367 $644 
Real estate1,747 255 1,403 136 
Hedge1
179 3 59 — 
Total$4,356 $898 $3,829 $780 
Fund Interests1.Investments in hedge funds may be subject to initial period lock-up or gate provisions, which restrict an investor from withdrawing from the fund during a certain initial period or restrict the redemption amount on any redemption date, respectively.
 At September 30, 2020At December 31, 2019
$ in millions
Carrying
Value
Commitment
Carrying
Value
Commitment
Private equity$2,400
$614
$2,078
$450
Real estate1,383
140
1,349
150
Hedge1
62
0
94
4
Total$3,845
$754
$3,521
$604
1.Investments in hedge funds may be subject to initial period lock-up or gate provisions, which restrict an investor from withdrawing from the fund during a certain initial period or restrict the redemption amount on any redemption date, respectively.
Amounts in the previous table represent the Firm’s carrying value of general and limited partnership interests in fund investments, as well as any related performance-based feesincome in the form of carried interest. The carrying amounts are measured based on the NAV of the fund taking into account the distribution terms applicable to the interest held. This same measurement applies whether the fund investments are accounted for under the equity method or fair value.
For a description of the Firm’s investments in private equity funds, real estate funds and hedge funds, which are measured based on NAV, see Note 35 to the financial statements in the 20192020 Form 10-K.
See Note 14 for information regarding general partner guarantees, which include potential obligations to return performance fee distributions previously received. See Note 20 for information regarding unrealized carried interest at risk of reversal.
Nonredeemable Funds by Contractual Maturity
 Carrying Value at September 30, 2020
$ in millionsPrivate EquityReal Estate
Less than 5 years$1,551
$415
5-10 years765
374
Over 10 years84
594
Total$2,400
$1,383

 Carrying Value at September 30, 2021
$ in millionsPrivate EquityReal Estate
Less than 5 years$1,094 $408 
5-10 years1,094 678 
Over 10 years242 661 
Total$2,430 $1,747 
Nonrecurring Fair Value Measurements
CarryingAssets and Fair Values
 At September 30, 2020
 Fair Value
$ in millionsLevel 2
Level 31
Total
Assets   
Loans$4,827
$2,088
$6,915
Other assets—Other investments0
18
18
Total$4,827
$2,106
$6,933
Liabilities   
Other liabilities and accrued expenses—Lending commitments$221
$69
$290
Total$221
$69
$290
 At December 31, 2019
 Fair Value
$ in millionsLevel 2
Level 31
Total
Assets   
Loans$1,543
$1,500
$3,043
Other assets—Other investments0
113
113
Total$1,543
$1,613
$3,156
Liabilities   
Other liabilities and accrued expenses—Lending commitments$132
$69
$201
Total$132
$69
$201
1.
For significant Level 3 balances, 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.
Gains (Losses) fromLiabilities Measured at Fair Value Remeasurements1on a Nonrecurring Basis
 At September 30, 2021
 Fair Value
$ in millionsLevel 2
Level 31
Total
Assets
Loans$3,310 $1,603 $4,913 
Other assets—Other investments 76 76 
Total$3,310 $1,679 $4,989 
Liabilities
Other liabilities and accrued expenses—Lending commitments$156 $67 $223 
Total$156 $67 $223 
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Assets    
Loans2
$(43)$(27)$(467)$(12)
Intangibles(1)0
(1)0
Other assets—Other investments3
(2)(3)(54)(8)
Other assets—Premises, equipment and software4
(29)(4)(35)(8)
Total$(75)$(34)$(557)$(28)
Liabilities  

Other liabilities and accrued expenses—Lending commitments2
$25
$(19)$(54)$82
Total$25
$(19)$(54)$82
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, they are recorded in Other expenses.
2.
Nonrecurring 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 CDS 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 generally include impairments as well as write-offs related to the disposal of certain assets.

47September 20202021 Form 10-Q60

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

 At December 31, 2020
 Fair Value
$ in millionsLevel 2
Level 31
Total
Assets
Loans$2,566 $3,134 $5,700 
Other assets—Other investments— 16 16 
Other assets—ROU assets21 — 21 
Total$2,587 $3,150 $5,737 
Liabilities
Other liabilities and accrued expenses—Lending commitments$193 $72 $265 
Total$193 $72 $265 
1.For significant Level 3 balances, 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.
Gains (Losses) from Nonrecurring Fair Value Remeasurements1
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Assets
Loans2
$(22)$(43)$(75)$(467)
Goodwill — (8)— 
Intangibles (1)(3)(1)
Other assets—
Other investments3
(2)(2)(55)(54)
Other assets—Premises, equipment and software4
(10)(29)(14)(35)
Total$(34)$(75)$(155)$(557)
Liabilities
Other liabilities and accrued expenses—Lending commitments2
$(2)$25 $34 $(54)
Total$(2)$25 $34 $(54)
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, they are recorded in Other expenses.
2.Nonrecurring 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 CDS 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 generally include impairments as well as write-offs related to the disposal of certain assets.
Financial Instruments Not Measured at Fair Value
 At September 30, 2021
 Carrying
Value
Fair Value
$ in millionsLevel 1Level 2Level 3Total
Financial assets
Cash and cash equivalents$123,863 $123,863 $ $ $123,863 
Investment securities—HTM81,837 30,726 50,380 982 82,088 
Securities purchased under agreements to resell119,714  117,863 1,868 119,731 
Securities borrowed125,922  125,923  125,923 
Customer and other receivables95,022  91,571 3,349 94,920 
Loans1
173,359  23,242 151,341 174,583 
Other assets528  528  528 
Financial liabilities
Deposits$327,031 $ $327,384 $ $327,384 
Securities sold under agreements to repurchase61,059  61,100  61,100 
Securities loaned11,133  11,131  11,131 
Other secured financings4,658  4,659  4,659 
Customer and other payables240,293  240,293  240,293 
Borrowings154,010  160,131 4 160,135 
 Commitment
Amount
Lending commitments2
$136,040 $ $682 $423 $1,105 
 At December 31, 2020
 Carrying
Value
Fair Value
$ in millionsLevel 1Level 2Level 3Total
Financial assets
Cash and cash equivalents$105,654 $105,654 $— $— $105,654 
Investment securities—HTM71,771 31,239 42,281 900 74,420 
Securities purchased under agreements to resell116,219 — 114,046 2,173 116,219 
Securities borrowed112,391 — 112,392 — 112,392 
Customer and other receivables92,907 — 89,832 3,041 92,873 
Loans1
150,597 — 16,635 135,277 151,912 
Other assets485 — 485 — 485 
Financial liabilities
Deposits$307,261 $— $307,807 $— $307,807 
Securities sold under agreements to repurchase49,472 — 49,315 195 49,510 
Securities loaned7,731 — 7,731 — 7,731 
Other secured financings4,162 — 4,162 — 4,162 
Customer and other payables224,951 — 224,951 — 224,951 
Borrowings143,378 — 150,824 150,829 
 Commitment
Amount
Lending commitments2
$125,498 $— $709 $395 $1,104 
1.Amounts include loans measured at fair value on a nonrecurring basis.
 At September 30, 2020
 
Carrying
Value
Fair Value
$ in millionsLevel 1Level 2Level 3Total
Financial assets    
Cash and cash equivalents$94,772
$94,772
$0
$0
$94,772
Investment securities—HTM46,169
30,893
17,200
861
48,954
Securities purchased under agreements to resell88,268
0
86,756
1,538
88,294
Securities borrowed100,803
0
100,804
0
100,804
Customer and other receivables1
68,541
0
65,624
2,903
68,527
Loans2
146,237
0
25,942
121,217
147,159
Other assets466
0
466
0
466
Financial liabilities   
Deposits$235,574
$0
$235,924
$0
$235,924
Securities sold under agreements to repurchase40,210
0
39,876
375
40,251
Securities loaned7,924
0
7,921
0
7,921
Other secured financings3,672
0
3,672
0
3,672
Customer and other payables1
189,754
0
189,754
0
189,754
Borrowings134,300
0
138,925
5
138,930
 Commitment
Amount
    
Lending commitments3
$118,966
$0
$965
$406
$1,371
2.Represents Lending commitments accounted for as Held for Investment and Held for Sale. For a further discussion on lending commitments, see Note 14.

 At December 31, 2019
 
Carrying
Value
Fair Value
$ in millionsLevel 1Level 2Level 3Total
Financial assets    
Cash and cash equivalents$82,171
$82,171
$0
$0
$82,171
Investment securities—HTM43,502
30,661
12,683
789
44,133
Securities purchased under agreements to resell88,220
0
86,794
1,442
88,236
Securities borrowed106,549
0
106,551
0
106,551
Customer and other receivables1
51,134
0
48,215
2,872
51,087
Loans2
130,637
0
22,293
108,059
130,352
Other assets495
0
495
0
495
Financial liabilities   
Deposits$188,257
$0
$188,639
$0
$188,639
Securities sold under agreements to repurchase53,467
0
53,486
0
53,486
Securities loaned8,506
0
8,506
0
8,506
Other secured financings6,889
0
6,800
92
6,892
Customer and other payables1
195,035
0
195,035
0
195,035
Borrowings128,166
0
133,563
10
133,573
 Commitment
Amount
    
Lending commitments3
$119,004
$0
$748
$338
$1,086
1.September 2021 Form 10-QAccrued interest and dividend receivables and payables have been excluded. Carrying value approximates fair value for these receivables and payables.48

2.
Amounts include loans measured at fair value on a nonrecurring basis.Table of Contents
3.Notes to Consolidated Financial Statements
(Unaudited)
Represents Lending commitments accounted for as Held for Investment and Held for Sale. For a further discussion on lending commitments, see Note 14.
ms-20210930_g1.jpg
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.customers, and certain financial instruments such as equity method investments and certain receivables.


61September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

6. Fair Value Option
The Firm has 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.
Borrowings Measured at Fair Value on a Recurring Basis
$ in millionsAt
September 30,
2020
At
December 31,
2019
Business Unit Responsible for Risk Management
Equity$31,673
$30,214
Interest rates28,986
27,298
Commodities5,097
4,501
Credit1,257
1,246
Foreign exchange2,131
1,202
Total$69,144
$64,461

$ in millionsAt
September 30,
2021
At
December 31,
2020
Business Unit Responsible for Risk Management
Equity$35,708 $33,952 
Interest rates29,213 31,222 
Commodities7,968 5,078 
Credit1,274 1,344 
Foreign exchange1,589 2,105 
Total$75,752 $73,701 
Net Revenues from Borrowings under the Fair Value Option
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Trading revenues$1,383 $(1,455)$937 $(1,447)
Interest expense77 77 234 241 
Net revenues1
$1,306 $(1,532)$703 $(1,688)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Trading revenues$(1,455)$(795)$(1,447)$(5,888)
Interest expense77
93
241
280
Net revenues1
$(1,532)$(888)$(1,688)$(6,168)
1.Amounts do not reflect any gains or losses from related economic hedges.
1.Amounts do not reflect any gains or losses from related economic hedges.
Gains (losses) from changes in fair value are recorded in Trading revenues and are mainly attributable to movements in the reference price or index, interest rates or foreign exchange rates.
Gains (Losses) Due to Changes in Instrument-Specific Credit Risk
 Three Months Ended September 30,
 20212020
$ in millionsTrading
Revenues
OCITrading
Revenues
OCI
Loans and other debt1
$58 $ $56 $— 
Lending commitments(3) (3)— 
Deposits 6 — (19)
Borrowings(9)190 (8)(720)

 Three Months Ended September 30,
 20202019
$ in millions
Trading
Revenues
OCI
Trading
Revenues
OCI
Loans and other debt1
$56
$0
$(3)$0
Lending commitments(3)0
0
0
Deposits0
(19)0
1
Borrowings(8)(720)(2)442
 Nine Months Ended September 30,
 20212020
$ in millionsTrading
Revenues
OCITrading
Revenues
OCI
Loans and other debt1
$311 $ $(183)$— 
Lending commitments(2) (2)— 
Deposits 15 — (10)
Borrowings(36)612 (14)991 
 Nine Months Ended September 30,
 20202019
$ in millions
Trading
Revenues
OCI
Trading
Revenues
OCI
Loans and other debt1
$(183)$0
$148
$0
Lending commitments(2)0
(2)0
Deposits0
(10)0
(2)
Borrowings(14)991
(9)(702)
$ in millionsAt
September 30,
2021
At
December 31,
2020
Cumulative pre-tax DVA gain (loss) recognized in AOCI$(2,730)$(3,357)
$ in millionsAt
September 30,
2020
At
December 31,
2019
Cumulative pre-tax DVA gain (loss) recognized in AOCI$(1,017)$(1,998)
1.
1.Loans and other debt instrument-specific credit gains (losses) were determined by excluding the non-credit components of gains and losses.
Difference Between Contractual Principal and Fair Value1
$ in millionsAt
September 30,
2021
At
December 31,
2020
Loans and other debt2
$13,053 $14,042 
Nonaccrual loans2
10,732 11,551 
Borrowings3
(2,382)(3,773)
$ in millionsAt
September 30,
2020
At
December 31,
2019
Loans and other debt2
$13,552
$13,037
Nonaccrual loans2
11,411
10,849
Borrowings3
(2,103)(1,665)
1.
Amounts indicate contractual principal greater than or (less than) fair value.Amounts indicate contractual principal greater than or (less than) fair value.
2.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.
3.Excludes borrowings where the repayment of the initial principal amount fluctuates based on changes in a reference price or index.
2.
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.
3.Excludes borrowings where the repayment of the initial principal amount fluctuates based on changes in a reference price or index.
The previous tables exclude non-recourse debt from consolidated VIEs, liabilities related to transfers of financial assets treated as collateralized financings, pledged commodities and other liabilities that have specified assets attributable to them.
Fair Value Loans on Nonaccrual Status
$ in millionsAt
September 30,
2020
At
December 31,
2019
Nonaccrual loans$1,119
$1,100
Nonaccrual loans 90 or more days past due$238
$330

$ in millionsAt
September 30,
2021
At
December 31,
2020
Nonaccrual loans$943 $1,407 
Nonaccrual loans 90 or more days past due321 239 

49September 20202021 Form 10-Q62

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

7. Derivative Instruments and Hedging Activities
Fair Values of Derivative Contracts
 Assets at September 30, 2021
$ in millions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$578 $9 $ $587 
Foreign exchange145 15  160 
Total723 24  747 
Not designated as accounting hedges
Economic loan hedges
Credit1 16  17 
Other derivatives
Interest rate154,421 7,628 221 162,270 
Credit5,624 3,932  9,556 
Foreign exchange72,129 1,301 53 73,483 
Equity29,159  42,011 71,170 
Commodity and other28,545  14,178 42,723 
Total289,879 12,877 56,463 359,219 
Total gross derivatives$290,602 $12,901 $56,463 $359,966 
Amounts offset
Counterparty netting(205,701)(11,014)(52,930)(269,645)
Cash collateral netting(45,163)(1,759) (46,922)
Total in Trading assets$39,738 $128 $3,533 $43,399 
Amounts not offset1
Financial instruments collateral(12,419)  (12,419)
Net amounts$27,319 $128 $3,533 $30,980 
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$4,385 
 Liabilities at September 30, 2021
$ in millions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$ $ $ $ 
Foreign exchange7 20  27 
Total7 20  27 
Not designated as accounting hedges
Economic loan hedges
Credit15 229  244 
Other derivatives
Interest rate144,921 6,683 350 151,954 
Credit5,508 4,463  9,971 
Foreign exchange68,163 1,334 52 69,549 
Equity39,690  43,296 82,986 
Commodity and other22,708  14,480 37,188 
Total281,005 12,709 58,178 351,892 
Total gross derivatives$281,012 $12,729 $58,178 $351,919 
Amounts offset
Counterparty netting(205,701)(11,014)(52,930)(269,645)
Cash collateral netting(42,471)(1,087) (43,558)
Total in Trading liabilities$32,840 $628 $5,248 $38,716 
Amounts not offset1
Financial instruments collateral(6,226) (1,007)(7,233)
Net amounts$26,614 $628 $4,241 $31,483 
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable7,103 
 Assets at December 31, 2020
$ in millions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$946 $$— $948 
Foreign exchange— 
Total951 — 955 
Not designated as accounting hedges
Economic loan hedges
Credit2
51 — 53 
Other derivatives
Interest rate221,895 10,343 300 232,538 
Credit2
5,341 2,147 — 7,488 
Foreign exchange92,334 1,639 79 94,052 
Equity34,278 — 34,166 68,444 
Commodity and other11,095 — 3,554 14,649 
Total364,945 14,180 38,099 417,224 
Total gross derivatives$365,896 $14,184 $38,099 $418,179 
Amounts offset
Counterparty netting(276,682)(11,601)(35,260)(323,543)
Cash collateral netting(54,921)(1,865)— (56,786)
Total in Trading assets$34,293 $718 $2,839 $37,850 
Amounts not offset1
Financial instruments collateral(13,319)— — (13,319)
Other cash collateral(391)— — (391)
Net amounts$20,583 $718 $2,839 $24,140 
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$3,743 
 Liabilities at December 31, 2020
$ in millions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$— $19 $— $19 
Foreign exchange291 99 — 390 
Total291 118 — 409 
Not designated as accounting hedges
Economic loan hedges
Credit2
18 177 — 195 
Other derivatives
Interest rate210,015 7,965 639 218,619 
Credit2
5,275 2,682 — 7,957 
Foreign exchange92,975 1,500 43 94,518 
Equity49,943 — 36,585 86,528 
Commodity and other8,831 — 3,359 12,190 
Total367,057 12,324 40,626 420,007 
Total gross derivatives$367,348 $12,442 $40,626 $420,416 
Amounts offset
Counterparty netting(276,682)(11,601)(35,260)(323,543)
Cash collateral netting(51,112)(823)— (51,935)
Total in Trading liabilities$39,554 $18 $5,366 $44,938 
Amounts not offset1
Financial instruments collateral(10,598)— (1,520)(12,118)
Other cash collateral(62)(3)— (65)
Net amounts$28,894 $15 $3,846 $32,755 
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$6,746 
At September 30, 20201.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.
 Assets
$ in millions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges   
Interest rate$1,109
$4
$0
$1,113
Foreign exchange63
9
0
72
Total1,172
13
0
1,185
Not designated as accounting hedges  
Interest rate232,894
9,261
530
242,685
Credit6,889
3,017
0
9,906
Foreign exchange65,734
1,299
79
67,112
Equity28,255
0
39,231
67,486
Commodity and other13,378
0
5,155
18,533
Total347,150
13,577
44,995
405,722
Total gross derivatives$348,322
$13,590
$44,995
$406,907
Amounts offset    
Counterparty netting(263,488)(11,426)(42,320)(317,234)
Cash collateral netting(52,608)(1,823)0
(54,431)
Total in Trading assets$32,226
$341
$2,675
$35,242
Amounts not offset1
    
Financial instruments collateral(14,117)0
0
(14,117)
Other cash collateral(88)0
0
(88)
Net amounts$18,021
$341
$2,675
$21,037
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$2,848

2.
Certain prior period amounts have been reclassified to conform to the current presentation.
 Liabilities
$ in millions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges   
Interest rate$0
$0
$0
$0
Foreign exchange92
40
0
132
Total92
40
0
132
Not designated as accounting hedges  
Interest rate222,102
7,258
848
230,208
Credit6,638
3,616
0
10,254
Foreign exchange63,885
1,405
38
65,328
Equity38,518
0
41,873
80,391
Commodity and other9,910
0
5,095
15,005
Total341,053
12,279
47,854
401,186
Total gross derivatives$341,145
$12,319
$47,854
$401,318
Amounts offset    
Counterparty netting(263,488)(11,426)(42,320)(317,234)
Cash collateral netting(46,148)(772)0
(46,920)
Total in Trading liabilities$31,509
$121
$5,534
$37,164
Amounts not offset1
    
Financial instruments collateral(9,085)0
(2,240)(11,325)
Other cash collateral(62)(3)0
(65)
Net amounts$22,362
$118
$3,294
$25,774
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable5,282


At December 31, 2019
 Assets
$ in millions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges   
Interest rate$673
$0
$0
$673
Foreign exchange41
1
0
42
Total714
1
0
715
Not designated as accounting hedges  
Interest rate179,450
4,839
519
184,808
Credit4,895
2,417
0
7,312
Foreign exchange62,957
1,399
22
64,378
Equity27,621
0
23,447
51,068
Commodity and other9,306
0
1,952
11,258
Total284,229
8,655
25,940
318,824
Total gross derivatives$284,943
$8,656
$25,940
$319,539
Amounts offset    
Counterparty netting(213,710)(7,294)(24,037)(245,041)
Cash collateral netting(41,222)(1,275)0
(42,497)
Total in Trading assets$30,011
$87
$1,903
$32,001
Amounts not offset1
    
Financial instruments collateral(15,596)0
0
(15,596)
Other cash collateral(46)0
0
(46)
Net amounts$14,369
$87
$1,903
$16,359
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$1,900

 Liabilities
$ in millions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges   
Interest rate$1
$0
$0
$1
Foreign exchange121
38
0
159
Total122
38
0
160
Not designated as accounting hedges  
Interest rate168,597
3,597
436
172,630
Credit4,798
3,123
0
7,921
Foreign exchange65,965
1,492
39
67,496
Equity30,135
0
22,733
52,868
Commodity and other7,713
0
1,911
9,624
Total277,208
8,212
25,119
310,539
Total gross derivatives$277,330
$8,250
$25,119
$310,699
Amounts offset    
Counterparty netting(213,710)(7,294)(24,037)(245,041)
Cash collateral netting(36,392)(832)0
(37,224)
Total in Trading liabilities$27,228
$124
$1,082
$28,434
Amounts not offset1
    
Financial instruments collateral(7,747)0
(287)(8,034)
Other cash collateral(14)0
0
(14)
Net amounts$19,467
$124
$795
$20,386
Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$3,680

1.
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.

63September 20202021 Form 10-Q50

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

See Note 5 for information related to the unsettled fair value of futures contracts not designated as accounting hedges, which are excluded from the previous tables.
Notionals of Derivative Contracts
 Assets at September 30, 2021
$ in billions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$4 $103 $ $107 
Foreign exchange12 1  13 
Total16 104  120 
Not designated as accounting hedges
Economic loan hedges
Credit    
Other derivatives
Interest rate3,836 7,950 558 12,344 
Credit213 130  343 
Foreign exchange3,363 89 9 3,461 
Equity522  459 981 
Commodity and other142  83 225 
Total8,076 8,169 1,109 17,354 
Total gross derivatives$8,092 $8,273 $1,109 $17,474 
 Liabilities at September 30, 2021
$ in billions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$ $99 $ $99 
Foreign exchange3 2  5 
Total3 101  104 
Not designated as accounting hedges
Economic loan hedges
Credit 7  7 
Other derivatives
Interest rate3,924 7,979 505 12,408 
Credit204 140  344 
Foreign exchange3,230 87 20 3,337 
Equity538  766 1,304 
Commodity and other119  87 206 
Total8,015 8,213 1,378 17,606 
Total gross derivatives$8,018 $8,314 $1,378 $17,710 
 Assets at December 31, 2020
$ in billions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$$123 $— $129 
Foreign exchange— — 
Total123 — 131 
Not designated as accounting hedges
Economic loan hedges
Credit1
— — 
Other derivatives
Interest rate3,847 6,946 409 11,202 
Credit1
140 87 — 227 
Foreign exchange3,046 103 10 3,159 
Equity444 — 367 811 
Commodity and other107 — 68 175 
Total7,584 7,137 854 15,575 
Total gross derivatives$7,592 $7,260 $854 $15,706 
 Liabilities at December 31, 2020
$ in billions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$— $80 $— $80 
Foreign exchange11 — 14 
Total11 83 — 94 
Not designated as accounting hedges
Economic loan hedges
Credit1
— 
Other derivatives
Interest rate4,000 6,915 511 11,426 
Credit1
142 93 — 235 
Foreign exchange3,180 102 11 3,293 
Equity474 — 591 1,065 
Commodity and other93 — 68 161 
Total7,890 7,115 1,181 16,186 
Total gross derivatives$7,901 $7,198 $1,181 $16,280 
At September 30, 20201.Certain prior period amounts have been reclassified to conform to the current presentation.
 Assets
$ in billions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$6
$120
$0
$126
Foreign exchange6
1
0
7
Total12
121
0
133
Not designated as accounting hedges
Interest rate4,234
6,726
409
11,369
Credit136
124
0
260
Foreign exchange2,941
102
10
3,053
Equity466
0
416
882
Commodity and other118
0
79
197
Total7,895
6,952
914
15,761
Total gross derivatives$7,907
$7,073
$914
$15,894
 Liabilities
$ in billions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$0
$64
$0
$64
Foreign exchange6
2
0
8
Total6
66
0
72
Not designated as accounting hedges
Interest rate4,108
6,596
668
11,372
Credit143
128
0
271
Foreign exchange2,943
100
8
3,051
Equity473
0
579
1,052
Commodity and other91
0
76
167
Total7,758
6,824
1,331
15,913
Total gross derivatives$7,764
$6,890
$1,331
$15,985
















At December 31, 2019
 Assets
$ in billions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$14
$94
$0
$108
Foreign exchange2
0
0
2
Total16
94
0
110
Not designated as accounting hedges
Interest rate4,230
7,398
732
12,360
Credit136
79
0
215
Foreign exchange2,667
91
10
2,768
Equity429
0
419
848
Commodity and other99
0
61
160
Total7,561
7,568
1,222
16,351
Total gross derivatives$7,577
$7,662
$1,222
$16,461
 Liabilities
$ in billions
Bilateral
OTC
Cleared
OTC
Exchange-
Traded
Total
Designated as accounting hedges
Interest rate$0
$71
$0
$71
Foreign exchange9
2
0
11
Total9
73
0
82
Not designated as accounting hedges
Interest rate4,185
6,866
666
11,717
Credit153
84
0
237
Foreign exchange2,841
91
14
2,946
Equity455
0
515
970
Commodity and other85
0
61
146
Total7,719
7,041
1,256
16,016
Total gross derivatives$7,728
$7,114
$1,256
$16,098

The Firm believes that the notional amounts of derivative contracts generally overstate itsthe Firm’s exposure. In most circumstances, notional amounts are used only as a reference point from which to calculate amounts owed between the parties to the contract. Furthermore, notional amounts do not reflect the benefit of legally enforceable netting arrangements or risk mitigating transactions.
For a discussion of the Firm'sFirm’s derivative instruments and hedging activities, see Note 57 to the financial statements in the 20192020 Form 10-K.
Gains (Losses) on Accounting Hedges
 Three Months EndedNine Months Ended
September 30,September 30,
$ in millions2021202020212020
Fair value hedges—Recognized in Interest income
Interest rate contracts$107 $12 $607 $(68)
Investment Securities—AFS(82)(11)(509)78 
Fair value hedges—Recognized in Interest expense
Interest rate contracts$(763)$(1,004)$(3,633)$5,908 
Deposits15 62 73 (153)
Borrowings796 915 3,547 (5,844)
Net investment hedges—Foreign exchange contracts
Recognized in OCI$225 $(260)$524 $54 
Forward points excluded from hedge effectiveness testing—Recognized in Interest income(19)(6)(32)19 

51September 20202021 Form 10-Q64

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

Gains (Losses) on Accounting Hedges
 Three Months EndedNine Months Ended
 September 30,September 30,
$ in millions2020201920202019
Fair value hedges—Recognized in Interest income 
Interest rate contracts$12
$(7)$(68)$(26)
Investment Securities—AFS(11)8
78
27
Fair value hedges—Recognized in Interest expense 
Interest rate contracts$(1,004)$1,999
$5,908
$6,046
Deposits1
62
0
(153)0
Borrowings915
(1,996)(5,844)(6,111)
Net investment hedges—Foreign exchange contracts 
Recognized in OCI$(260)$251
$54
$201
Forward points excluded from hedge effectiveness testing—Recognized in Interest income(6)30
19
107

Fair Value Hedges—Hedged Items 
$ in millionsAt
September 30,
2021
At
December 31,
2020
Investment Securities—AFS
Amortized cost basis currently or previously hedged$17,823 $16,288 
Basis adjustments included in amortized cost1
$(459)$(39)
Deposits
Carrying amount currently or previously hedged
$4,672 $15,059 
Basis adjustments included in carrying amount1
$20 $93 
Borrowings
Carrying amount currently or previously hedged$120,111 $114,349 
Basis adjustments included in carrying amountOutstanding hedges
$2,996 $6,575 
Basis adjustments included in carrying amountTerminated hedges
$(750)$(756)
$ in millionsAt
September 30,
2020
At
December 31,
2019
Investment Securities—AFS  
Amortized cost basis currently or previously hedged$2,146
$917
Basis adjustments included in amortized cost2
$74
$14
Deposits1
  
Carrying amount currently or previously hedged
$18,241
$5,435
Basis adjustments included in carrying amount2
$146
$(7)
Borrowings  
Carrying amount currently or previously hedged$107,653
$102,456
Basis adjustments included in carrying amountOutstanding hedges
$7,697
$2,593
Basis adjustments included in carrying amountTerminated hedges
$(762)$0
1.Hedge accounting basis adjustments are primarily related to outstanding hedges.

Gains (Losses) on Economic Loan Hedges
1.
The Firm began designating interest rate swaps as fair value hedges of certain Deposits in the fourth quarter of 2019.
 Three Months EndedNine Months Ended
September 30,September 30,
$ in millions2021202020212020
Recognized in Other revenues
Credit contracts1
$(21)$(58)$(170)$77 
2.Hedge accounting basis adjustments are primarily related to outstanding hedges.
1.Amounts related to hedges of certain held-for-investment and held-for-sale loans.
Net Derivative Liabilities and Collateral Posted
$ in millionsAt
September 30,
2020
At
December 31,
2019
Net derivative liabilities with credit risk-related contingent features$27,659
$21,620
Collateral posted23,426
17,392

$ in millionsAt
September 30,
2021
At
December 31,
2020
Net derivative liabilities with credit risk-related contingent features$22,199 $30,421 
Collateral posted15,433 23,842 
The previous 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.
Incremental Collateral and Termination Payments upon Potential Future Ratings Downgrade
$ in millionsAt
September 30,
2020
One-notch downgrade$246
Two-notch downgrade315
Bilateral downgrade agreements included in the amounts above1
$487
1.$ in millionsAt
September 30,
2021
One-notch downgrade$264
Two-notch downgrade434
Amount represents arrangements betweenBilateral downgrade agreements included in 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.amounts above1
$587
1.Amount represents 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.
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 S&P Global Ratings. The previous 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.
Maximum Potential Payout/Notional of Credit Protection Sold1
 Years to Maturity at September 30, 2021
$ in billions< 11-33-5Over 5Total
Single-name CDS
Investment grade$9 $22 $30 $14 $75 
Non-investment grade5 12 16 5 38 
Total$14 $34 $46 $19 $113 
Index and basket CDS
Investment grade$2 $8 $84 $37 $131 
Non-investment grade7 14 37 25 83 
Total$9 $22 $121 $62 $214 
Total CDS sold$23 $56 $167 $81 $327 
Other credit contracts     
Total credit protection sold$23 $56 $167 $81 $327 
CDS protection sold with identical protection purchased$283 
Years to Maturity at September 30, 2020 Years to Maturity at December 31, 2020
$ in billions< 11-33-5Over 5Total$ in billions< 11-33-5Over 5Total
Single-name CDS Single-name CDS
Investment grade$10
$16
$31
$13
$70
Investment grade$$19 $32 $$69 
Non-investment grade6
10
15
4
35
Non-investment grade10 17 36 
Total$16
$26
$46
$17
$105
Total$16 $29 $49 $11 $105 
Index and basket CDSIndex and basket CDS Index and basket CDS
Investment grade$3
$11
$44
$35
$93
Investment grade$$$39 $14 $60 
Non-investment grade6
6
25
20
57
Non-investment grade29 14 58 
Total$9
$17
$69
$55
$150
Total$$14 $68 $28 $118 
Total CDS sold$25
$43
$115
$72
$255
Total CDS sold$24 $43 $117 $39 $223 
Other credit contracts0
0
0
0
0
Other credit contracts— — — — — 
Total credit protection sold$25
$43
$115
$72
$255
Total credit protection sold$24 $43 $117 $39 $223 
CDS protection sold with identical protection purchasedCDS protection sold with identical protection purchased$222
CDS protection sold with identical protection purchased$196 
 Years to Maturity at December 31, 2019
$ in billions< 11-33-5Over 5Total
Single-name CDS     
Investment grade$16
$17
$33
$9
$75
Non-investment grade9
9
16
1
35
Total$25
$26
$49
$10
$110
Index and basket CDS   
Investment grade$4
$7
$46
$11
$68
Non-investment grade7
4
17
10
38
Total$11
$11
$63
$21
$106
Total CDS sold$36
$37
$112
$31
$216
Other credit contracts0
0
0
0
0
Total credit protection sold$36
$37
$112
$31
$216
CDS protection sold with identical protection purchased$187

65September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Fair Value Asset (Liability) of Credit Protection Sold1
$ in millionsAt
September 30,
2021
At
December 31,
2020
Single-name CDS
Investment grade$1,532 $1,230 
Non-investment grade(18)(22)
Total$1,514 $1,208 
Index and basket CDS
Investment grade$1,590 $843 
Non-investment grade(82)(824)
Total$1,508 $19 
Total CDS sold$3,022 $1,227 
Other credit contracts(3)(4)
Total credit protection sold$3,019 $1,223 
1.Investment grade/non-investment grade determination is based on the internal credit rating of the reference obligation. Internal credit ratings serve as the CRM’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.
$ in millionsAt
September 30,
2020
At
December 31,
2019
Single-name CDS  
Investment grade$764
$1,057
Non-investment grade(969)(540)
Total$(205)$517
Index and basket CDS  
Investment grade$994
$1,052
Non-investment grade(2,546)134
Total$(1,552)$1,186
Total CDS sold$(1,757)$1,703
Other credit contracts(4)(17)
Total credit protection sold$(1,761)$1,686
1.September 2021 Form 10-Q52

Notes to Consolidated Financial Statements
(Unaudited)
Investment grade/non-investment grade determination is based on the internal credit rating of the reference obligation. 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.ms-20210930_g1.jpg
Protection Purchased with CDS
Notional
$ in billionsAt
September 30,
2021
At
December 31,
2020
Single name$123 $116 
Index and basket228 116 
Tranched index and basket16 14 
Total$367 $246 
Fair Value Asset (Liability)
Notional
$ in billionsAt
September 30,
2020
At
December 31,
2019
$ in millions$ in millionsAt
September 30,
2021
At
December 31,
2020
Single name$115
$118
Single name$(1,811)$(1,452)
Index and basket143
103
Index and basket(1,535)(57)
Tranched index and basket18
15
Tranched index and basket(318)(329)
Total$276
$236
Total$(3,664)$(1,838)
 Fair Value Asset (Liability)
$ in millionsAt
September 30,
2020
At
December 31,
2019
Single name$72
$(723)
Index and basket1,276
(1,139)
Tranched index and basket61
(450)
Total$1,409
$(2,312)
The Firm enters into credit derivatives, principally CDS, 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.

The fair value amounts as shown in the previous tables are prior to cash collateral or counterparty netting. For further information on credit derivatives and other credit contracts, see Note 57 to the financial statements in the 20192020 Form 10-K.








8. Investment Securities
AFS and HTM Securities
 At September 30, 2021
$ in millions
Amortized
Cost1
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair 
Value
AFS securities
U.S. Treasury securities$55,344 $555 $83 $55,816 
U.S. agency securities2
28,383 386 188 28,581 
Agency CMBS14,881 342 65 15,158 
State and municipal securities285 26 6 305 
FFELP student loan ABS3
1,728 15 9 1,734 
Total AFS securities100,621 1,324 351 101,594 
HTM securities
U.S. Treasury securities29,684 1,103 61 30,726 
U.S. agency securities2
48,871 267 1,055 48,083 
Agency CMBS2,331  34 2,297 
Non-agency CMBS951 34 3 982 
Total HTM securities81,837 1,404 1,153 82,088 
Total investment securities$182,458 $2,728 $1,504 $183,682 
 At September 30, 2020
$ in millions
Amortized
Cost1
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair 
Value
AFS securities    
U.S. government and agency securities:  
U.S. Treasury securities$45,796
$1,150
$0
$46,946
U.S. agency securities2
26,887
769
6
27,650
Total U.S. government and agency securities72,683
1,919
6
74,596
Corporate and other debt:    
Agency CMBS4,653
355
1
5,007
Corporate bonds1,756
43
1
1,798
State and municipal securities1,682
60
18
1,724
FFELP student loan ABS3
1,455
0
44
1,411
Total corporate and other debt9,546
458
64
9,940
Total AFS securities82,229
2,377
70
84,536
HTM securities    
U.S. government and agency securities:  
U.S. Treasury securities28,754
2,138
0
30,892
U.S. agency securities2
16,598
610
7
17,201
Total U.S. government and agency securities45,352
2,748
7
48,093
Corporate and other debt:    
Non-agency CMBS817
45
1
861
Total HTM securities46,169
2,793
8
48,954
Total investment securities$128,398
$5,170
$78
$133,490


 At December 31, 2020
$ in millions
Amortized
Cost1
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair 
Value
AFS securities
U.S. Treasury securities$45,345 $1,010 $— $46,355 
U.S. agency securities2
37,389 762 25 38,126 
Agency CMBS19,982 465 20,438 
Corporate bonds1,694 42 — 1,736 
State and municipal securities1,461 103 1,563 
FFELP student loan ABS3
1,735 26 1,716 
Other ABS449 — — 449 
Total AFS securities108,055 2,389 61 110,383 
HTM securities
U.S. Treasury securities29,346 1,893 — 31,239 
U.S. agency securities2
38,951 704 39,647 
Agency CMBS2,632 2,634 
Non-agency CMBS842 58 — 900 
Total HTM securities71,771 2,659 10 74,420 
Total investment securities$179,826 $5,048 $71 $184,803 
September 2020 Form 10-Q66

1.Amounts are net of any ACL.

 At December 31, 2019
$ in millions
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair 
Value
AFS securities    
U.S. government and agency securities:  
U.S. Treasury securities$32,465
$224
$111
$32,578
U.S. agency securities2
20,725
249
100
20,874
Total U.S. government and agency securities53,190
473
211
53,452
Corporate and other debt:    
Agency CMBS4,810
55
57
4,808
Corporate bonds1,891
17
1
1,907
State and municipal securities481
22
0
503
FFELP student loan ABS3
1,580
1
28
1,553
Total corporate and other debt8,762
95
86
8,771
Total AFS securities61,952
568
297
62,223
HTM securities    
U.S. government and agency securities:  
U.S. Treasury securities30,145
568
52
30,661
U.S. agency securities2
12,589
151
57
12,683
Total U.S. government and agency securities42,734
719
109
43,344
Corporate and other debt:    
Non-agency CMBS768
22
1
789
Total HTM securities43,502
741
110
44,133
Total investment securities$105,454
$1,309
$407
$106,356
1.Amounts are net of any ACL.
2.U.S. agency securities consist mainly of agency-issued debt, agency mortgage pass-through pool securities and CMOs.
3.3.Underlying loans are backed by a guarantee, ultimately from the U.S. Department of Education, of at least 95% of the principal balance and interest outstanding.
In the first quarter of 2020, the Firm transferred certain municipal securities from Trading assets into AFS securities as a result of a change in intent due to the severe deterioration in liquidity for these instruments. These securities had a fair value of $441 million at the end of the first quarter of 2020.
principal balance and interest outstanding.
InvestmentInvestment Securities in an Unrealized Loss Position
 At September 30,
2020
At December 31,
2019
$ in millionsFair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
U.S. government and agency securities:  
U.S. Treasury securities    
Less than12 months$0
$0
$4,793
$28
12 months or longer0
0
7,904
83
Total0
0
12,697
111
U.S. agency securities    
Less than12 months1,198
3
2,641
20
12 months or longer1,294
3
7,697
80
Total2,492
6
10,338
100
Total U.S. government and agency securities:  
Less than12 months1,198
3
7,434
48
12 months or longer1,294
3
15,601
163
Total2,492
6
23,035
211
Corporate and other debt:    
Agency CMBS    
Less than12 months17
0
2,294
26
12 months or longer189
1
681
31
Total206
1
2,975
57
Corporate bonds    
Less than12 months127
0
194
1
12 months or longer21
1
44
0
Total148
1
238
1
State and municipal securities   
Less than12 months606
18
0
0
Total606
18
0
0
FFELP student loan ABS   
Less than12 months322
1
91
0
12 months or longer1,089
43
1,165
28
Total1,411
44
1,256
28
Total Corporate and other debt:
  
Less than12 months1,072
19
2,579
27
12 months or longer1,299
45
1,890
59
Total2,371
64
4,469
86
Total AFS securities in an unrealized loss position 
Less than12 months2,270
22
10,013
75
12 months or longer2,593
48
17,491
222
Total$4,863
$70
$27,504
$297

 At
September 30,
2021
At
December 31,
2020
$ in millionsFair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
U.S. Treasury securities
Less than 12 months$23,587 $83 $151 $— 
Total23,587 83 151 — 
U.S. agency securities
Less than 12 months11,116 170 5,808 22 
12 months or longer839 18 1,168 
Total11,955 188 6,976 25 
Agency CMBS
Less than 12 months2,738 65 2,779 
12 months or longer22  46 — 
Total2,760 65 2,825 
Corporate bonds
12 months or longer  31 — 
Total  31 — 
State and municipal securities
Less than 12 months102 6 86 — 
12 months or longer  36 
Total102 6 122 
FFELP student loan ABS
Less than 12 months39  — — 
12 months or longer759 9 1,077 26 
Total798 9 1,077 26 
Total AFS securities in an unrealized loss position
Less than 12 months37,582 324 8,824 31 
12 months or longer1,620 27 2,358 30 
Total$39,202 $351 $11,182 $61 
For AFS securities, the Firm believes there are no securities in an unrealized loss position that have credit losses after
53September 2021 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
performing the analysis described in Note 2.2 in the 2020 Form 10-K and the Firm expects to recover the amortized cost basis of these securities. Additionally, the Firm does not intend to sell thethese securities and is not likely to be required to sell thethese securities prior to recovery of the amortized cost basis. Furthermore, the securities have not experienced credit losses as they are predominantly investment grade and the Firm expects to recover the amortized cost basis.
As of September 30, 2021 and December 31, 2020, the securities in an unrealized loss position are predominantly investment grade.
The HTM securities net carrying amount reflectsamounts at September 30, 2021 and December 31, 2020 reflect an ACL of $24$35 million and $26 million, respectively, related to Non-agency CMBS. See Note 2 in the 2020 Form 10-K for a description of the ACL methodology

67September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

used beginning in 2020 following the Firm’s adoption of CECL and see Note 2 to the financial statements in the 2019 Form 10-K for prior period credit loss considerations. There were 0 HTM securities in an unrealized loss position as of December 31, 2019 that were other-than-temporarily impaired.Securities. As of September 30, 2020,2021, and December 31, 2019,2020, Non-Agency CMBS HTM securities were predominantly on accrual status and investment grade.
See Note 15 for additional information on securities issued by VIEs, including U.S. agency mortgage-backed securities, non-agency CMBS, and FFELP student loan ABS and other ABS.
Investment Securities by Contractual Maturity
At September 30, 2020 At September 30, 2021
$ in millions
Amortized
Cost
1
Fair
Value
Annualized
Average
Yield
$ in millions
Amortized
Cost
1
Fair
Value
Annualized
Average
Yield
AFS securities  AFS securities
U.S. government and agency securities:
U.S. Treasury securities:  U.S. Treasury securities:
Due within 1 year$15,671
$15,741
0.9%Due within 1 year$11,941 $12,031 1.4 %
After 1 year through 5 years27,523
28,399
1.5%After 1 year through 5 years34,704 35,070 1.1 %
After 5 years through 10 years2,602
2,806
1.7%After 5 years through 10 years8,699 8,715 1.2 %
Total45,796
46,946
 Total55,344 55,816 
U.S. agency securities:  U.S. agency securities:
Due within 1 year215
215
0.8%Due within 1 year3 3 1.2 %
After 1 year through 5 years70
71
1.6%After 1 year through 5 years132 134 1.3 %
After 5 years through 10 years1,235
1,274
1.8%After 5 years through 10 years1,402 1,438 1.8 %
After 10 years25,367
26,090
1.9%After 10 years26,846 27,006 1.5 %
Total26,887
27,650
 Total28,383 28,581 
Total U.S. government and agency securities72,683
74,596
1.5%
Corporate and other debt:  
Agency CMBS:  Agency CMBS:
Due within 1 year44
45
2.5%Due within 1 year193 194 1.7 %
After 1 year through 5 years535
547
1.8%After 1 year through 5 years1,926 1,964 1.7 %
After 5 years through 10 years3,399
3,728
2.5%After 5 years through 10 years9,974 10,257 1.6 %
After 10 years675
687
1.8%After 10 years2,788 2,743 1.4 %
Total4,653
5,007
 Total14,881 15,158 
Corporate bonds:  
Due within 1 year210
213
2.5%
After 1 year through 5 years1,269
1,301
2.6%
After 5 years through 10 years266
273
2.7%
After 10 years11
11
1.7%
Total1,756
1,798
 
State and municipal securities:  State and municipal securities:
Due within 1 year3
3
1.8%Due within 1 year4 4 1.9 %
After 1 year through 5 years16
16
2.2%After 1 year through 5 years22 22 1.8 %
After 5 years through 10 years103
109
2.6%After 5 years through 10 years49 58 2.1 %
After 10 Years1,560
1,596
2.7%After 10 Years210 221 2.0 %
Total1,682
1,724
 Total285 305 
FFELP student loan ABS:FFELP student loan ABS:
Due within 1 yearDue within 1 year31 31 0.8 %
After 1 year through 5 yearsAfter 1 year through 5 years183 180 0.9 %
After 5 years through 10 yearsAfter 5 years through 10 years148 144 0.7 %
After 10 yearsAfter 10 years1,366 1,379 1.2 %
TotalTotal1,728 1,734 
  
Total AFS securitiesTotal AFS securities100,621 101,594 1.3 %
 At September 30, 2021
$ in millions
Amortized
Cost
1
Fair
Value
Annualized
Average
Yield
HTM securities
U.S. Treasury securities:
Due within 1 year4,022 4,058 1.9 %
After 1 year through 5 years18,673 19,217 1.7 %
After 5 years through 10 years5,426 5,811 2.4 %
After 10 years1,563 1,640 2.3 %
Total29,684 30,726 
U.S. agency securities:
After 5 years through 10 years497 512 2.0 %
After 10 years48,374 47,571 1.6 %
Total48,871 48,083 
Agency CMBS:
Due within 1 year46 46 1.1 %
After 1 year through 5 years1,193 1,181 1.3 %
After 5 years through 10 years939 922 1.4 %
After 10 years153 148 1.5 %
Total2,331 2,297 
Non-agency CMBS:
Due within 1 year151 151 4.5 %
After 1 year through 5 years61 62 2.6 %
After 5 years through 10 years703 730 3.6 %
After 10 years36 39 4.4 %
Total951 982 
Total HTM securities81,837 82,088 1.7 %
Total investment securities$182,458 $183,682 1.5 %
 At September 30, 2020
$ in millions
Amortized
Cost
1
Fair
Value
Annualized
Average
Yield
FFELP student loan ABS:   
After 1 year through 5 years93
88
0.8%
After 5 years through 10 years257
241
0.8%
After 10 years1,105
1,082
1.2%
Total1,455
1,411
 
Total corporate and other debt9,546
9,940
2.3%
Total AFS securities82,229
84,536
1.6%
    
HTM securities   
U.S. government and agency securities:
U.S. Treasury securities:   
Due within 1 year$3,065
$3,095
2.6%
After 1 year through 5 years16,991
17,880
2.0%
After 5 years through 10 years7,616
8,572
2.2%
After 10 years1,082
1,345
2.5%
Total28,754
30,892
 
U.S. agency securities:   
After 5 years through 10 years279
288
1.9%
After 10 years16,319
16,913
2.0%
Total16,598
17,201
 
Total U.S. government and agency securities45,352
48,093
2.2%
Corporate and other debt:   
Non-agency CMBS:   
Due within 1 year110
109
4.6%
After 1 year through 5 years77
78
3.7%
After 5 years through 10 years576
616
3.8%
After 10 years54
58
3.8%
Total corporate and other debt817
861
3.9%
Total HTM securities46,169
48,954
2.2%
Total investment securities$128,398
$133,490
1.8%
1.Amounts are net of any ACL.
1.Amounts are net of any ACL.
Gross Realized Gains (Losses) on Sales of AFS Securities
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Gross realized gains$17 $55 $236 $120 
Gross realized (losses) — (27)(14)
Total1
$17 $55 $209 $106 
1.Realized gains and losses are recognized in Other revenues in the income statements.
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Gross realized gains$55
$27
$120
$99
Gross realized (losses)0
(1)(14)(10)
Total1
$55
$26
$106
$89
1.
Realized gains and losses are recognized in Other revenues in the income statements.

September 20202021 Form 10-Q6854

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

9. Collateralized Transactions
Offsetting of Certain Collateralized Transactions
 At September 30, 2021
$ in millionsGross AmountsAmounts OffsetBalance Sheet Net Amounts
Amounts Not Offset1
Net Amounts
Assets
Securities purchased under agreements to resell$215,672 $(95,951)$119,721 $(116,787)$2,934 
Securities borrowed136,731 (10,809)125,922 (119,047)6,875 
Liabilities
Securities sold under agreements to repurchase$157,938 $(95,951)$61,987 $(54,226)$7,761 
Securities loaned21,942 (10,809)11,133 (10,822)311 
Net amounts for which master netting agreements are not in place or may not be legally enforceable
Securities purchased under agreements to resell$2,417 
Securities borrowed2,006 
Securities sold under agreements to repurchase7,167 
Securities loaned173 
At September 30, 2020 At December 31, 2020
$ in millions
Gross
Amounts
Amounts
Offset
Net
Amounts
Presented
Amounts
Not Offset1
Net
Amounts
$ in millionsGross AmountsAmounts OffsetBalance Sheet Net Amounts
Amounts Not Offset1
Net Amounts
Assets Assets
Securities purchased under agreements to resell$199,725
$(111,442)$88,283
$(86,057)$2,226
Securities purchased under agreements to resell$264,140 $(147,906)$116,234 $(114,108)$2,126 
Securities borrowed104,642
(3,839)100,803
(97,169)3,634
Securities borrowed124,921 (12,530)112,391 (107,434)4,957 
Liabilities Liabilities
Securities sold under agreements to repurchase$152,760
$(111,384)$41,376
$(35,742)$5,634
Securities sold under agreements to repurchase$198,493 $(147,906)$50,587 $(43,960)$6,627 
Securities loaned11,821
(3,897)7,924
(7,725)199
Securities loaned20,261 (12,530)7,731 (7,430)301 
Net amounts for which master netting agreements are not in place or may not be legally enforceableNet amounts for which master netting agreements are not in place or may not be legally enforceableNet amounts for which master netting agreements are not in place or may not be legally enforceable
Securities purchased under agreements to resellSecurities purchased under agreements to resell$2,117
Securities purchased under agreements to resell$1,870 
Securities borrowedSecurities borrowed  601
Securities borrowed596 
Securities sold under agreements to repurchaseSecurities sold under agreements to repurchase 4,698
Securities sold under agreements to repurchase6,282 
Securities loaned 149
Securities loaned128 
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.
 At December 31, 2019
$ in millions
Gross
Amounts
Amounts
Offset
Net
Amounts
Presented
Amounts
Not Offset1
Net
Amounts
Assets     
Securities purchased under agreements to resell$247,545
$(159,321)$88,224
$(85,200)$3,024
Securities borrowed109,528
(2,979)106,549
(101,850)4,699
Liabilities     
Securities sold under agreements to repurchase$213,519
$(159,319)$54,200
$(44,549)$9,651
Securities loaned11,487
(2,981)8,506
(8,324)182
Net amounts for which master netting agreements are not in place or may not be legally enforceable
Securities purchased under agreements to resell$2,255
Securities borrowed  1,181
Securities sold under agreements to repurchase 8,033
Securities loaned    101
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.
For further discussion of the Firm’s collateralized transactions, see Note 72 and Note 9 to the financial statements in the 20192020 Form 10-K. For information related to offsetting of derivatives, see Note 7.
Gross Secured Financing Balances by Remaining Contractual Maturity
 At September 30, 2021
$ in millionsOvernight and OpenLess than 30 Days30-90 DaysOver 90 DaysTotal
Securities sold under agreements to repurchase$48,461 $53,458 $12,529 $43,490 $157,938 
Securities loaned12,675  150 9,117 21,942 
Total included in the offsetting disclosure$61,136 $53,458 $12,679 $52,607 $179,880 
Trading liabilities—
Obligation to return securities received as collateral
22,528    22,528 
Total$83,664 $53,458 $12,679 $52,607 $202,408 
 At September 30, 2020
$ in millions
Overnight
and Open
Less than
30 Days
30-90
Days
Over
90 Days
Total
Securities sold under agreements to repurchase$69,210
$37,965
$13,144
$32,441
$152,760
Securities loaned5,752
278
1,169
4,622
11,821
Total included in the offsetting disclosure$74,962
$38,243
$14,313
$37,063
$164,581
Trading liabilities—
Obligation to return securities received as collateral
21,753
0
0
0
21,753
Total$96,715
$38,243
$14,313
$37,063
$186,334
At December 31, 2019 At December 31, 2020
$ in millions
Overnight
and Open
Less than
30 Days
30-90
Days
Over
90 Days
Total$ in millionsOvernight and OpenLess than 30 Days30-90 DaysOver 90 DaysTotal
Securities sold under agreements to repurchase$67,158
$81,300
$26,904
$38,157
$213,519
Securities sold under agreements to repurchase$84,349 $60,853 $26,221 $27,070 $198,493 
Securities loaned2,378
3,286
516
5,307
11,487
Securities loaned15,267 247 — 4,747 20,261 
Total included in the offsetting disclosure$69,536
$84,586
$27,420
$43,464
$225,006
Total included in the offsetting disclosure$99,616 $61,100 $26,221 $31,817 $218,754 
Trading liabilities—
Obligation to return securities received as collateral
23,877
0
0
0
23,877
Trading liabilities—
Obligation to return securities received as collateral
16,389 — — — 16,389 
Total$93,413
$84,586
$27,420
$43,464
$248,883
Total$116,005 $61,100 $26,221 $31,817 $235,143 
Gross Secured Financing Balances by Class of Collateral Pledged
$ in millionsAt
September 30,
2020
At
December 31,
2019
$ in millionsAt
September 30,
2021
At
December 31,
2020
Securities sold under agreements to repurchaseSecurities sold under agreements to repurchaseSecurities sold under agreements to repurchase
U.S. Treasury and agency securities$55,759
$68,895
U.S. Treasury and agency securities$40,104 $94,662 
State and municipal securities864
905
Other sovereign government obligations70,281
109,414
Other sovereign government obligations83,996 71,140 
ABS1,945
2,218
Corporate and other debt4,923
6,066
Corporate equities18,256
25,563
Corporate equities24,508 24,692 
Other732
458
Other9,330 7,999 
Total$152,760
$213,519
Total$157,938 $198,493 
Securities loaned Securities loaned
Other sovereign government obligations$4,254
$3,026
Other sovereign government obligations$1,359 $3,430 
Corporate equities7,034
8,422
Corporate equities20,195 16,536 
Other533
39
Other388 295 
Total$11,821
$11,487
Total$21,942 $20,261 
Total included in the offsetting disclosure$164,581
$225,006
Total included in the offsetting disclosure$179,880 $218,754 
Trading liabilities—Obligation to return securities received as collateralTrading liabilities—Obligation to return securities received as collateralTrading liabilities—Obligation to return securities received as collateral
Corporate equities$21,724
$23,873
Corporate equities$22,487 $16,365 
Other29
4
Other41 24 
Total$21,753
$23,877
Total$22,528 $16,389 
Total$186,334
$248,883
Total$202,408 $235,143 


69September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Carrying Value of Assets Loaned or Pledged without Counterparty Right to Sell or Repledge
$ in millionsAt
September 30,
2020
At
December 31,
2019
Trading assets$34,952
$41,201
Loans, before ACL0
750
Total$34,952
$41,951

$ in millionsAt
September 30,
2021
At
December 31,
2020
Trading assets$33,926 $30,954 
The Firm pledges certain of its trading assets and loans to collateralize securities sold under agreements to repurchase, securities loaned, other secured financings and derivatives and to cover customer short sales. 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 balance sheets.
Fair Value of Collateral Received with Right to Sell or Repledge
$ in millionsAt
September 30,
2021
At
December 31,
2020
Collateral received with right to sell or repledge$706,446 $724,818 
Collateral that was sold or repledged1
535,697 523,648 
1.Does not include securities used to meet federal regulations for the Firm’s U.S. broker-dealers.
$ in millionsAt
September 30,
2020
At
December 31,
2019
Collateral received with right to sell
or repledge
$609,445
$679,280
Collateral that was sold or repledged1
455,883
539,412
1.
55
Does not include securities used to meet federal regulations for the Firm’s U.S. broker-dealers.September 2021 Form 10-Q
Securities Segregated for Regulatory Purposes

$ in millionsAt
September 30,
2020
At
December 31,
2019
Segregated securities1
$27,679
$25,061
1.
Table of Contents
Securities segregated under federal regulations for the Firm’s U.S. broker-dealers are sourced from Securities purchased under agreements
Notes to resell and Trading assets in the balance sheets.Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
The Firm receives collateral in the form of securities in connection with securities purchased under agreements to resell, securities borrowed, securities-for-securities transactions, derivative transactions, customer margin loans and securities-based lending. In many cases, the Firm is permitted to sell or repledge this collateral 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.
Securities Segregated for Regulatory Purposes
$ in millionsAt
September 30,
2021
At
December 31,
2020
Segregated securities1
$20,552 $34,106 
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 balance sheets.
Customer Margin and Other Lending
$ in millionsAt
September 30,
2020
At
December 31,
2019
Customer receivables representing margin loans$44,658
$31,916

$ in millionsAt
September 30,
2021
At
December 31,
2020
Margin and other lending$69,608 $74,714 
The Firm provides margin lending arrangements whichthat allow customers to borrow against the value of qualifying securities. Receivables under margin lendingfrom these arrangements are included within Customer and other receivables in the balance sheets.
Under these agreements and transactions,arrangements, the Firm receives collateral, which includes U.S. government and agency securities, other sovereign government obligations, corporate and other debt, and corporate equities. Customer receivables generated from margin lending activitiesMargin loans 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 79 to the financial statements in the 20192020 Form 10-K.
Also included in the amounts in the previous table is non-purpose securities-based lending on non-bank entities in the Wealth Management business segment.
Other Secured Financings
The Firm has additional secured liabilities. For a further discussion of other secured financings, see Note 13.
10. Loans, Lending Commitments and Related Allowance for Credit Losses
As of September 30, 2020,Loans by Type
 At September 30, 2021
$ in millions
Loans Held
for Investment
Loans Held
for Sale
Total Loans
Corporate$4,774 $8,998 $13,772 
Secured lending facilities27,345 3,650 30,995 
Commercial real estate6,915 434 7,349 
Residential real estate41,428 8 41,436 
Securities-based lending and Other loans80,413 78 80,491 
Total loans160,875 13,168 174,043 
ACL(684)(684)
Total loans, net$160,191 $13,168 $173,359 
Fixed rate loans, net$40,590 
Floating or adjustable rate loans, net132,769 
Loans to non-U.S. borrowers, net21,260 
 At December 31, 2020
$ in millions
Loans Held
for Investment
Loans Held
for Sale
Total Loans
Corporate$6,046 $8,580 $14,626 
Secured lending facilities25,727 3,296 29,023 
Commercial real estate7,346 822 8,168 
Residential real estate35,268 48 35,316 
Securities-based lending and Other loans64,232 67 64,299 
Total loans138,619 12,813 151,432 
ACL(835)(835)
Total loans, net$137,784 $12,813 $150,597 
Fixed rate loans, net$32,796 
Floating or adjustable rate loans, net117,801 
Loans to non-U.S. borrowers, net21,081 
For additional information on the Firm’s held-for-investment and held-for-sale loan portfolio consistsportfolios, see Note 10 to the financial statements in the 2020 Form 10-K.
Note 5 for further information regarding Loans and lending commitments held at fair value. See Note 14 for details of current commitments to lend in the following types of loans:
Corporate.    Corporate includes revolving lines of credit, term loans and bridge loans made to corporate entities for a variety of purposes.
Secured lending facilities.    Secured lending facilities include loans provided to clients, which are collateralized by various assets including residential and commercial real estate mortgage loans, corporate loans, and other assets.
Residential Real Estate.    Residential real estate loans mainly include non-conforming loans and HELOC.
Commercial Real Estate.    Commercial real estate loans include owner-occupied loans and income-producing loans.
Securities-based lending and Other.    Securities-based lending includes loans which allow clients to borrow money against the value of qualifying securities for any suitable purpose other than purchasing, trading, or carrying securities or refinancing margin debt. The majority of these loans are structured as revolving lines of credit. Other primarily includes certain loans originated in the tailored lending business within the Wealth Management business segment.

September 2020 Form 10-Q70

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Loans by Type1
 At September 30, 2020
$ in millions
Loans Held
for Investment
Loans Held
for Sale
Total Loans
Corporate$7,628
$8,552
$16,180
Secured lending facilities26,496
3,521
30,017
Commercial real estate7,265
891
8,156
Residential real estate33,674
49
33,723
Securities-based lending and Other loans59,006
68
59,074
Total loans134,069
13,081
147,150
ACL(913)


(913)
Total loans, net$133,156
$13,081
$146,237
Fixed rate loans, net  $31,342
Floating or adjustable rate loans, net 114,895
Loans to non-U.S. borrowers, net 23,591
 At December 31, 2019
$ in millions
Loans Held
for Investment
Loans Held
for Sale
Total Loans
Corporate$5,426
$6,192
$11,618
Secured lending facilities24,502
4,200
28,702
Commercial real estate7,859
2,049
9,908
Residential real estate30,184
13
30,197
Securities-based lending and Other loans50,438
123
50,561
Total loans118,409
12,577
130,986
ACL(349) (349)
Total loans, net$118,060
$12,577
$130,637
Fixed rate loans, net  $22,716
Floating or adjustable rate loans, net 107,921
Loans to non-U.S. borrowers, net 21,617

1.Loans previously classified as corporate have been further disaggregated; prior period balances have been revised to conform with current period presentation.

future.
Loans Held for Investment before Allowance by Origination Year

At September 30, 2021At December 31, 2020
Corporate
$ in millionsIGNIGTotalIGNIGTotal
Revolving$1,529 $2,302 $3,831 $1,138 $3,231 $4,369 
2021 71 71 
2020179 26 205 585 80 665 
2019 181 181 204 202 406 
2018195  195 195 — 195 
2017 60 60 — 64 64 
Prior231  231 247 100 347 
Total$2,134 $2,640 $4,774 $2,369 $3,677 $6,046 
 At September 30, 2020
 Corporate
$ in millionsInvestment GradeNon-Investment GradeTotal
Revolving Loans$1,556
$4,264
$5,820
2020582
176
758
2019279
159
438
2018195
0
195
20170
64
64
2016114
0
114
Prior127
112
239
Total$2,853
$4,775
$7,628

 At September 30, 2020
 Secured lending facilities
$ in millionsInvestment GradeNon-Investment GradeTotal
Revolving Loans$4,457
$14,832
$19,289
2020206
378
584
2019297
2,000
2,297
20181,063
1,449
2,512
2017245
570
815
20160
620
620
Prior0
379
379
Total$6,268
$20,228
$26,496
September 2021 Form 10-Q56

 At September 30, 2020
 Commercial real estate
$ in millionsInvestment GradeNon-Investment GradeTotal
2020$17
$744
761
2019637
2,318
2,955
2018601
1,053
1,654
2017188
629
817
2016235
451
686
Prior0
392
392
Total$1,678
$5,587
$7,265
Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
At September 30, 2021At December 31, 2020
Secured lending facilities
$ in millionsIGNIGTotalIGNIGTotal
Revolving$7,000 $16,034 $23,034 $4,711 $14,510 $19,221 
202133 354 387 
202084 175 259 162 253 415 
2019173 1,065 1,238 260 1,904 2,164 
2018310 786 1,096 614 1,432 2,046 
2017144 306 450 245 581 826 
Prior 881 881 — 1,055 1,055 
Total$7,744 $19,601 $27,345 $5,992 $19,735 $25,727 
At September 30, 2021At December 31, 2020
Commercial real estate
$ in millionsIGNIGTotalIGNIGTotal
2021260 537 797 
2020160 813 973 95 943 1,038 
20191,148 1,400 2,548 1,074 1,848 2,922 
2018533 415 948 746 774 1,520 
2017334 339 673 412 387 799 
Prior100 876 976 100 967 1,067 
Total$2,535 $4,380 $6,915 $2,427 $4,919 $7,346 
At September 30, 2021
Residential real estate
by FICO Scoresby LTV RatioTotal
$ in millions≥ 740680-739≤ 679≤ 80%> 80%
Revolving$66 $26 $4 $96 $ $96 
20218,749 1,863 164 10,099 677 10,776 
20208,245 1,711 133 9,557 532 10,089 
20194,941 1,130 149 5,836 384 6,220 
20181,977 519 65 2,369 192 2,561 
20172,282 584 76 2,736 206 2,942 
Prior6,350 2,060 334 7,967 777 8,744 
Total$32,610 $7,893 $925 $38,660 $2,768 $41,428 
At December 31, 2020
Residential real estate
by FICO Scoresby LTV RatioTotal
$ in millions≥ 740680-739≤ 679≤ 80%> 80%
Revolving$85 $32 $$122 $— $122 
20208,948 1,824 149 10,338 583 10,921 
20195,592 1,265 168 6,584 441 7,025 
20182,320 604 75 2,756 243 2,999 
20172,721 690 89 3,251 249 3,500 
20163,324 884 118 4,035 291 4,326 
Prior4,465 1,626 284 5,684 691 6,375 
Total$27,455 $6,925 $888 $32,770 $2,498 $35,268 
At September 30, 2021
Securities-based lending1
Other2
$ in millionsInvestment GradeNon-Investment GradeTotal
Revolving$67,009 $5,783 $670 $73,462 
202131 346 64 441 
2020 729 590 1,319 
201919 1,105 627 1,751 
2018232 288 384 904 
2017 521 262 783 
Prior16 1,395 342 1,753 
Total$67,307 $10,167 $2,939 $80,413 
 At September 30, 2020
 Residential real estate
 by FICO Scores by LTV Ratio Total
$ in millions≥ 740680-739≤ 679 ≤ 80%> 80% 
Revolving Loans$89
$34
$5
 $128
$0
 $128
20206,438
1,337
138
 7,487
426
 7,913
20195,791
1,306
175
 6,812
460
 7,272
20182,442
685
83
 2,952
258
 3,210
20172,875
732
93
 3,436
264
 3,700
20163,524
953
134
 4,305
306
 4,611
Prior4,814
1,716
310
 6,094
746
 6,840
Total$25,973
$6,763
$938
 $31,214
$2,460
 $33,674
At September 30, 2020December 31, 2020
Securities-based lending1
Other2
 
Securities-based lending1
Other2
$ in millionsInvestment GradeNon-Investment GradeTotal$ in millionsInvestment GradeNon-Investment GradeTotal
Revolving Loans$47,251
$4,238
$684
$52,173
RevolvingRevolving$51,667 $4,816 $555 $57,038 
20200
860
431
1,291
2020— 1,073 590 1,663 
201918
1,106
674
1,798
201918 1,156 623 1,797 
2018232
334
456
1,022
2018232 407 403 1,042 
20170
663
116
779
2017— 654 122 776 
20160
579
113
692
2016— 566 111 677 
Prior16
1,068
167
1,251
Prior16 1,066 157 1,239 
Total$47,517
$8,848
$2,641
$59,006
Total$51,933 $9,738 $2,561 $64,232 
1. Securities-based loans are subject to collateral maintenance provisions, and at September 30, 2021 and December 31, 2020, these loans are predominantly over-collateralized. For more information on the ACL methodology related to securities-based loans, see Note 2.2 to the financial statements in the 2020 Form 10-K.
2. Other loans primarily include certain loans originated in the tailored lending business within the Wealth Management business segment.

Past Due Loans Held for Investment before Allowance1

$ in millionsAt September 30, 2021At December 31, 2020
Corporate$4 $ 
Residential real estate235 332 
Securities-based lending and Other loans 31 
Total$239 $363 
71September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Past Due Status of Loans Held for Investment before Allowance
 At September 30, 2020
$ in millionsCurrent
Past Due1
Total
Corporate$7,628
$0
$7,628
Secured lending facilities26,496
0
26,496
Commercial real estate7,264
1
7,265
Residential real estate33,476
198
33,674
Securities-based lending and Other loans58,881
125
59,006
Total$133,745
$324
$134,069
1.The majority of the amounts are past due for a period of 90 days or more.

1.The majority of the amounts are past due for a period of greater than 90 days as of September 30, 2021, and the majority of the amounts are past due for a period of less than 90 days as of December 31, 2020.
Nonaccrual Loans Held for Investment before Allowance
$ in millionsAt September 30, 2021At December 31, 2020
Corporate$82 $164 
Secured lending facilities388 — 
Commercial real estate68 152 
Residential real estate127 97 
Securities-based lending and Other loans161 178 
Total1
$826 $591 
Nonaccrual loans without an ACL$125 $90 
$ in millionsAt
September 30,
2020
At
December 31,
2019
Corporate$184
$299
Commercial real estate185
85
Residential real estate92
94
Securities-based lending and Other loans133
5
Total1
$594
$483
Nonaccrual loans without an ACL$91
$120
1.Includes all HFI loans that are 90 days or more past due.

1.Includes all HFI loans that are 90 days or more past due as of September 30, 2021 and December 31, 2020.
See Note 2 to the financial statements in the 2020 Form 10-K for a description of the ACL calculated under the CECL methodology, including credit quality indicators, used for HFI loans beginning in 2020.loans.
Troubled Debt Restructurings
$ in millionsAt
September 30,
2020
At
December 31,
2019
Loans, before ACL$166
$92
Lending commitments32
32
ACL on Loans and Lending commitments32
16

$ in millionsAt September 30, 2021At December 31, 2020
Loans, before ACL$65 $167 
Lending commitments 27 
ACL on Loans and Lending commitments9 36 
Troubled debt restructurings typically include modifications of interest rates, collateral requirements, other loan covenants and payment extensions. See Note 2 to the financial statements in the 2020 Form 10-K for further information on TDR guidance issued by Congress in the CARES Act as well as by the U.S. banking agencies.
For a discussion of the Firm’s ACL methodology under the prior incurred loss model, including credit quality indicators, used for HFI loans as of December 31, 2019, and a further discussion of the Firm’s loans, see Notes 2 and 8 in the 2019 Form 10-K.
57September 2021 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
Allowance for Credit Losses Rollforward—Loans
$ in millionsCorporateSecured lending facilitiesCREResidential real estateSBL and OtherTotal
December 31, 2019$115
$101
$75
$25
$33
$349
Effect of CECL adoption(2)(42)34
21
(2)9
Gross charge-offs(33)0
(26)0
0
(59)
Recoveries3
0
0
0
2
5
Net (charge-offs) recoveries(30)0
(26)0
2
(54)
Provision (release)1
281
131
173
12
4
601
Other3
1
(34)0
38
8
September 30, 2020$367
$191
$222
$58
$75
$913
$ in millionsCorporateSecured lending facilitiesCREResidential real estateSBL and OtherTotal
December 31, 2020$309 $198 $211 $59 $58 $835 
Gross charge-offs(19)(67)(21)  (107)
Provision for credit losses(91)47 4 (2)5 (37)
Other(2)(3)(1)1 (2)(7)
September 30, 2021$197 $175 $193 $58 $61 $684 
$ in millionsCorporateSecured lending facilitiesCREResidential real estateSBL and OtherTotal$ in millionsCorporateSecured lending facilitiesCREResidential real estateSBL and OtherTotal
December 31, 2018$62
$60
$67
$20
$29
$238
December 31, 2019December 31, 2019$115 $101 $75 $25 $33 $349 
Effect of CECL adoptionEffect of CECL adoption(2)(42)34 21 (2)
Gross charge-offs0
0
0
(1)0
(1)Gross charge-offs(33)— (26)— — (59)
Provision (release)1
40
28
(6)5
1
68
RecoveriesRecoveries— — — 
Net recoveries (charge-offs)Net recoveries (charge-offs)(30)— (26)— (54)
Provision for credit lossesProvision for credit losses281 131 173 12 601 
Other(6)(1)(1)0
0
(8)Other(34)— 38 
September 30, 2019$96
$87
$60
$24
$30
$297
September 30, 2020September 30, 2020$367 $191 $222 $58 $75 $913 
1.The provision for loan losses was $63 million in the current quarter and $34 million in the prior year quarter.
Allowance for Credit Losses Rollforward—Lending Commitments
$ in millionsCorporateSecured lending facilitiesCREResidential real estateSBL and OtherTotal
December 31, 2020$323 $38 $11 $$23 $396 
Provision for credit losses39 2   (5)36 
Other(3)1 (1)  (3)
September 30, 2021$359 $41 $10 $1 $18 $429 
$ in millionsCorporateSecured lending facilitiesCREResidential real estateSBL and OtherTotal
December 31, 2019$201
$27
$7
$0
$6
$241
Effect of CECL adoption(41)(11)1
2
(1)(50)
Provision (release)1
119
24
7
(1)7
156
Other0
0
(4)0
4
0
September 30, 2020$279
$40
$11
$1
$16
$347
$ in millionsCorporateSecured lending facilitiesCREResidential real estateSBL and OtherTotal
December 31, 2018$178
$16
$3
$0
$6
$203
Provision (release)1
27
7
2
0
0
36
Other(4)0
0
0
(1)(5)
September 30, 2019$201
$23
$5
$0
$5
$234
$ in millionsCorporateSecured lending facilitiesCREResidential real estateSBL and OtherTotal
December 31, 2019$201 $27 $$— $$241 
Effect of CECL adoption(41)(11)(1)(50)
Provision for credit losses119 24 (1)156 
Other— — (4)— — 
September 30, 2020$279 $40 $11 $$16 $347 
CRE—Commercial real estate
SBL—Securities-based lending
1.The provision (release) for lending commitments was $48 million in the current quarter and $16 million in the prior year quarter.
Provision for Credit Losses
Three Months Ended
September 30,
$ in millions20212020
Loans$5 $63 
Lending commitments19 48 

The aggregate allowance for loans and lending commitments increaseddecreased in the current year period, principallyprimarily reflecting the

September 2020 Form 10-Q72

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

provision for credit losses within the Institutional Securities business segment primarily resulting from the continued economic impact of COVID-19. This provision was the result of risks related to vulnerable sectors and higher downgrade sensitivity, changes in asset quality trends,charge-offs, as well as revisions to our forecasts reflecting expected future market and macroeconomic conditions. Thean allowance release as a result of paydowns on Corporate loans, including by lower-rated borrowers, offset by the provision for one Secured lending facility.The base scenario used in our ACL models as of September 30, 20202021 was generated using a combination of industry consensus economic forecasts, forward rates, and internally developed and validated models. Given the nature of our lending portfolio, the most sensitive model input is
U.S. GDP.gross domestic product. The base scenario, among other things, assumes continued growth over the forecast period and a continued recoveryyear-over-year U.S. GDP effective growth rate of approximately 6% in the lastfourth quarter of 2020 through 2021, supported by fiscal stimulus and accommodative monetary policy measures.policy. For a further discussion of the Firm’s loans as well as the Firm’s allowance methodology, prior to the adoption of CECL, refer to Notes 2 and 810 to the financial statements in the 20192020 Form 10-K. See Note 5
Employee Loans
$ in millionsAt
September 30,
2021
At
December 31,
2020
Currently employed by the Firm1
$3,486 $3,100 
No longer employed by the Firm2
128 $140 
Employee loans$3,614 $3,240 
ACL(163)(165)
Employee loans, net of ACL$3,451 $3,075 
Remaining repayment term, weighted average in years5.65.3
1.These loans were predominantly current as of September 30, 2021 and December 31, 2020.
2.These loans were predominantly past due for further information regarding Loansa period of 90 days or more as of September 30, 2021 and lending commitments held at fair value. See Note 14 for details of current commitments to lend in the future.December 31, 2020.
Employee Loans
$ in millionsAt
September 30,
2020
At
December 31,
2019
Currently employed by the Firm1
$2,940
N/A
No longer employed by the Firm2
142
N/A
Employee loans$3,082
$2,980
ACL3
(165)(61)
Employee loans, net of ACL$2,917
$2,919
Remaining repayment term, weighted average in years5.1
4.8
1.These loans are predominantly current.
2.These loans are predominantly past due for a period of 90 days or more.
3.The change in ACL includes a $124 million increase due to the adoption of CECL in the first quarter of 2020.
Employee loans are granted in conjunction with a program established primarily to recruit certain Wealth Management representatives, are full recourse and generally require periodic repayments, and are due in full upon termination of employment with the Firm. These loans are recorded in Customer and other receivables in the balance sheets. The ACL as of September 30, 2021 and December 31, 2020 was calculated under the CECL methodology, while the ACL at December 31, 2019 was calculated under the prior incurred loss model.methodology. The related provision is recorded in Compensation and benefits expense in the income statements. See Note 2 to the financial statements in the 2020 Form 10-K for a description of the CECL allowance methodology, including credit quality indicators, for employee loans.
11. Other Assets—Equity Method Investments
Equity Method Investments
$ in millionsAt
September 30,
2021
At
December 31,
2020
Investments$2,298 $2,410 
Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millionsAt
September 30,
2020
At
December 31,
2019
$ in millions2021202020212020
Investments$2,338
$2,363
Income (loss)Income (loss)$24 $10 $51 $(24)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Income (loss)1
$10
$(13)$(24)$(39)

1.The current year period includes an impairment of the Investment Management business segment’s investment in a third-party asset manager.
Equity method investments, other than investments in certain fund interests, are summarized above and are included in Other assets in the balance sheets with related income or loss included in Other revenues in the income statements. See “Net Asset Value Measurements—Fund Interests” in Note 5 for the carrying value of certain of the Firm’s fund interests, which are comprised of general and limited partnership interests, as well as any related carried interest.
September 2021 Form 10-Q58

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
Japanese Securities Joint Venture
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Income (loss) from investment in MUMSS$15
$(4)$46
$5

 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Income (loss) from investment in MUMSS$29 $15 $113 $46 
For more information on Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”) and other relationships with Mitsubishi UFJ Financial Group, Inc., see Note 1012 to the financial statements in the 20192020 Form 10-K.

12. Deposits
Deposits
$ in millionsAt
September 30,
2020
At
December 31,
2019
$ in millionsAt
September 30,
2021
At
December 31,
2020
Savings and demand deposits$202,577
$149,465
Savings and demand deposits$310,845 $279,221 
Time deposits36,676
40,891
Time deposits18,196 31,561 
Total$239,253
$190,356
Total$329,041 $310,782 
Deposits subject to FDIC insurance$173,173
$149,966
Deposits subject to FDIC insurance$226,605 $234,211 
Time deposits that equal or exceed the FDIC insurance limit$20
$12
Time deposits that equal or exceed the FDIC insurance limit$ $16 


73September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Time Deposit Maturities
$ in millionsAt
September 30,
2020
2020$5,457
202117,986
20224,984
20234,086
20242,784
Thereafter1,379
Total$36,676

$ in millionsAt
September 30,
2021
2021$3,544 
20226,124 
20234,243 
20242,813 
2025793 
Thereafter679 
Total$18,196 
13. 13. Borrowings and Other Secured Financings
Borrowings
$ in millionsAt
September 30,
2021
At
December 31,
2020
Original maturities of one year or less$4,825 $3,691 
Original maturities greater than one year
Senior$211,226 $202,305 
Subordinated13,711 11,083 
Total$224,937 $213,388 
Total borrowings$229,762 $217,079 
Weighted average stated maturity, in years1
7.77.3
1.Only includes borrowings with original maturities greater than one year.
$ in millionsAt
September 30,
2020
At
December 31,
2019
Original maturities of one year or less$4,553
$2,567
Original maturities greater than one year
Senior$187,717
$179,519
Subordinated11,174
10,541
Total$198,891
$190,060
Total borrowings$203,444
$192,627
Weighted average stated maturity, in years1
7.4
6.9

1.Only includes borrowings with original maturities greater than one year.
Other Secured Financings
$ in millionsAt
September 30,
2020
At
December 31, 20191
Original maturities:  
One year or less$9,141
$7,103
Greater than one year4,716
7,595
Total$13,857
$14,698
Transfers of assets accounted for as secured financings$1,108
$1,115

$ in millionsAt
September 30,
2021
At
December 31,
2020
Original maturities:
One year or less$4,947 $10,453 
Greater than one year5,325 5,410 
Total$10,272 $15,863 
Transfers of assets accounted for as secured financings$1,255 $1,529 

1.Prior period balances have been conformed to the current presentation.
Other secured financings include the liabilities related to certain ELNs, transfers of financial assets that are accounted for as financings rather than sales, pledged commodities, consolidated VIEs where the Firm is deemed to be the primary beneficiary and other secured borrowings. These liabilities are generally payable from the cash flows of the related assets accounted for as Trading assets. See Note 15 for further information on other secured financings related to VIEs and securitization activities.
For transfers of assets that fail to meet accounting criteria for a sale, the Firm continues to record the assets and recognizes the associated liabilities in the balance sheets.

14. Commitments, Guarantees and Contingencies
Commitments
 Years to Maturity at September 30, 2021 
$ in millionsLess than 11-33-5Over 5Total
Lending:
Corporate$16,994 $36,794 $45,711 $7,396 $106,895 
Secured lending facilities4,799 6,061 1,717 630 13,207 
Commercial and Residential real estate303 242 133 270 948 
Securities-based lending and Other12,028 3,132 470 436 16,066 
Forward-starting secured financing receivables64,603    64,603 
Central counterparty300   11,807 12,107 
Underwriting428 14   442 
Investment activities1,119 240 60 409 1,828 
Letters of credit and other financial guarantees26   3 29 
Total$100,600 $46,483 $48,091 $20,951 $216,125 
Lending commitments participated to third parties$8,380 
Forward-starting secured financing receivables settled within three business days$55,387 
 Years to Maturity at September 30, 2020 
$ in millionsLess than 11-33-5Over 5Total
Lending:    
Corporate$14,707
$36,048
$37,002
$4,888
$92,645
Secured lending facilities5,554
3,693
1,302
133
10,682
Commercial and Residential real estate137
226
38
260
661
Securities-based lending and Other12,421
2,934
369
386
16,110
Forward-starting secured financing receivables81,340
0
0
0
81,340
Central counterparty1
300
0
0
9,329
9,629
Underwriting675
0
0
0
675
Investment activities947
241
41
286
1,515
Letters of credit and other financial guarantees172
1
0
3
176
Total$116,253
$43,143
$38,752
$15,285
$213,433
Lending commitments participated to third parties$8,647
Forward-starting secured financing receivables settled within three business days$72,771

1.Beginning in the first quarter of 2020, commitments to central counterparties are presented separately; these commitments were previously included in Corporate Lending commitments and Forward-starting secured financing receivables depending on the type of agreement. These commitments relate to the Firm’s membership in certain clearinghouses and are contingent upon the default of a clearinghouse member or other stress events.
Since commitments associated with these instruments may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.
For a further description of these commitments, refer to Note 1315 to the financial statements in the 20192020 Form 10-K.

59September 20202021 Form 10-Q74

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

Guarantees
Maximum Potential Payout/Notional
 At September 30, 2021
Maximum Potential Payout/Notional of Obligations by Years to MaturityCarrying Amount Asset (Liability)
$ in millionsLess than 11-33-5Over 5
Non-credit derivatives1
$1,231,656 $1,036,489 $396,233 $933,946 $(48,593)
Standby letters of credit and other financial guarantees issued2
1,466 1,053 770 3,573 88 
Market value guarantees75 20    
Liquidity facilities4,022    5 
Whole loan sales guarantees  69 23,112  
Securitization representations and warranties3
   74,446 (42)
General partner guarantees327 12 32 114 (65)
Client clearing guarantees54     
1.The carrying amounts of Obligationsderivative contracts that meet the accounting definition of a guarantee are shown on a gross basis. For further information on derivatives contracts, see Note 7.
2.These amounts include certain issued standby letters of credit participated to third parties, totaling $0.6 billion of notional and collateral/recourse, due to the nature of the Firm’s obligations under Guarantee Arrangementsthese arrangements. As of September 30, 2021, the carrying amount of standby letters of credit and other financial guarantees issued includes an allowance for credit losses of $85 million.
 Years to Maturity at September 30, 2020
$ in millionsLess than 11-33-5Over 5Total
Credit derivatives$25,206
$42,799
$114,950
$72,312
$255,267
Other credit contracts0
190
0
104
294
Non-credit derivatives1,531,263
1,122,139
367,428
779,686
3,800,516
Standby letters of credit and other financial guarantees issued1
1,082
1,475
758
3,967
7,282
Market value guarantees92
28
0
0
120
Liquidity facilities4,342
0
0
0
4,342
Whole loan sales guarantees1
0
9
23,176
23,186
Securitization representations and warranties0
0
0
67,024
67,024
General partner guarantees59
161
12
115
347
Client clearing guarantees92
0
0
0
92
$ in millionsCarrying Amount Asset (Liability)
Credit derivatives2
$(1,757)
Other credit contracts(4)
Non-credit derivatives2
(88,369)
Standby letters of credit and other financial guarantees issued1
113
Market value guarantees0
Liquidity facilities6
Whole loan sales guarantees0
Securitization representations and warranties3
(42)
General partner guarantees(66)
Client clearing guarantees0

1.These amounts include certain issued standby letters of credit participated to third parties, totaling $0.6 billion of notional and collateral/recourse, due to the nature of the Firm’s obligations under these arrangements. As of September 30, 2020, the carrying amount of standby letters of credit and other financial guarantees issued includes an allowance for credit losses of $86 million.
2.The carrying amounts of derivative contracts that meet the accounting definition of a guarantee are shown on a gross basis. For further information on derivatives contracts, see Note 7.
3.
3.Primarily related to residential mortgage securitizations.

The Firm 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.
Client Clearing Guarantees. In the first quarter of 2020, FICC’s sponsored clearing model was updated such that the Firm could be responsible for liquidation of a sponsored member’s account and guarantees any resulting loss to the FICC in the event the sponsored member fails to fully pay any net liquidation amount due from the sponsored member to the FICC. Accordingly, the Firm’s maximum potential payout amount as of September 30, 2020 reflects the total of the estimated net liquidation amounts for sponsored member accounts.
For more information on the nature of the obligations and related business activities for our guarantees, see Note 1315 to the financial statements in the 20192020 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 and clearinghouse member guarantees and merger and acquisition guarantees are described in Note 1315 to the financial statements in the 20192020 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 financial statements.
Finance Subsidiary
The Parent Company fully and unconditionally guarantees the securities issued by Morgan Stanley Finance LLC, a wholly owned finance subsidiary.

No other subsidiary of the Parent Company guarantees these securities.
Contingencies
Legal
In addition to the matters described in the following paragraphs, 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 litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the 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.

75September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

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 arethose where potential losses have not yet been determined to be probable or possible, and reasonably estimable losses.estimable.
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 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,loss, particularly for proceedings and investigations where the factual record is being developed or contested or where plaintiffs or government entities seek substantial or indeterminate damages, restitution, disgorgement or penalties. Numerous issues may need to be resolved before a loss or additional loss, or range of loss or additional range of loss, can be reasonably estimated for a proceeding or investigation, including through potentially lengthy discovery and
September 2021 Form 10-Q60

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
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.question.
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 willcould have a material adverse effect on the Firm’s 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
ChinaDevelopment 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 CDS 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 CDS with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the CDS, 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. On December 21, 2018, the court denied the Firm’s motion for summary judgment and granted in part the Firm’s motion for sanctions relating to spoliation of evidence. On January 24, 2019, CDIB filed a notice of appeal from the court’s December 21, 2018 order, and on January 25, 2019, the Firm filed a notice of appeal from the same order. On March 7, 2019, the court denied the relief that CDIB sought in a motion to clarify and resettle the portion of the court’s December 21, 2018 order granting spoliation sanctions. On May 21, 2020, the Appellate Division, First Department (“First Department”), modified the Supreme Court of NY’s order to deny the Firm’s motion for sanctions relating to spoliation of evidence and otherwise affirmed the denial of the Firm’s motion for summary judgment. On June 19, 2020, the Firm moved for leave to appeal the First Department’s decision to the New York Court of Appeals (“Court of Appeals”), which the First Department denied on July 24, 2020. 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 September 23, 2014, Financial Guaranty Insurance Company (“FGIC”) filed a complaint against the Firm in the Supreme Court of NYthe State of New York County (“Supreme Court of NY”) styled Financial Guaranty Insurance Company v. Morgan Stanley ABS Capital I Inc. et al. 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, interest and interest.costs. On January 23, 2017, the court denied the Firm’s motion to dismiss the complaint. On September 13, 2018, the Appellate Division, First Department (“First Department”) affirmed in part and reversed in part the lower court’s order denying the Firm’s motion to dismiss.dismiss the complaint. On December 20, 2018, the First Department denied plaintiff’s motion for leave to appeal its decision to the New York Court of Appeals (“Court of Appeals”) or, in the alternative, for re-argument. On July 30, 2021, the Firm filed a motion for summary judgment. 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

September 2020 Form 10-Q76

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

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 October 19, 2018, the court granted the Firm’s motion for leave to amend its answer and to stay the case pending resolution of Deutsche Bank National Trust Company’s appeal to the Court of Appeals in another case, styled Deutsche Bank National Trust Company v. Barclays Bank PLC, regarding the applicable statute of limitations. On January 17, 2019, the First Department reversed the trial court’s order to the extent that it had granted in part the Firm’s motion to dismiss the complaint. On June 4, 2019, the First Department granted the Firm’s motion for leave to appeal its January 17, 2019 decision to the Court of Appeals. On March 19, 2020, the Firm filed a motion for partial summary judgment. On December 22, 2020, the Court of Appeals reversed the First Department and reinstated the trial court's order to the extent it had granted in part the Firm's motion to dismiss the complaint. 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.
Tax
In matters styled Case number 15/3637 and Case number 15/4353, the Dutch Tax Authority (“Dutch Authority”) is challenging in the Dutch courts, the prior set-off by the Firm of approximately €124 million (approximately $145$144 million) plus accrued interest of withholding tax credits against the Firm’s corporation tax liabilities for the tax years 2007 to 2013.2012. 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. On April 26, 2018, the District Court in Amsterdam issued a decision dismissing the Dutch Authority’s claims with respect
to certain of the tax years in dispute. On May 12, 2020, the Court of Appeal in Amsterdam granted the Dutch Authority’s appeal in matters re-styled Case number 18/00318 and Case number 18/00319. On June 22, 2020, the Firm filed an appeal against the decision of the Court of Appeal in Amsterdam before the
61September 2021 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
Dutch High Court. On January 29, 2021, the Advocate General of the Dutch High Court issued an advisory opinion on the Firm’s appeal, which rejected the Firm’s principal grounds of appeal. On February 11, 2021, the Firm and the Dutch Authority each responded to this opinion. On June 22, 2021, Dutch criminal authorities sought various documents in connection with an investigation of the Firm related to the civil claims asserted by the Dutch Authority concerning the accuracy of the Firm subsidiary’s tax returns and the maintenance of its books and records for 2007 to 2012.
15. Variable Interest Entities and Securitization Activities
Consolidated VIE Assets and Liabilities by Type of Activity1
 At September 30, 2020At December 31, 2019
$ in millionsVIE AssetsVIE LiabilitiesVIE AssetsVIE Liabilities 
OSF$672
$429
$696
$391
MABS1
447
108
265
4
Other2
942
42
987
66
Total$2,061
$579
$1,948
$461
 At September 30, 2021At December 31, 2020
$ in millionsVIE AssetsVIE LiabilitiesVIE AssetsVIE Liabilities
MABS2
$774 $234 $590 $17 
Investment vehicles3
696 216 776 355 
Operating entities497 38 504 39 
Other452 220 248 
Total$2,419 $708 $2,118 $414 
OSF—Other structured financings1.Certain prior period amounts have been reclassified to conform to the current presentation.
1.
2.Amounts include transactions backed by residential mortgage loans, commercial mortgage loans and other types of assets, including consumer or commercial assets and may be in loan or security form. The value of assets is determined based on the fair value of the liabilities and the interests owned by the Firm in such VIEs as the fair values for the liabilities and interests owned are more observable.
3.Amounts include investment funds and CLOs.
2.
Other primarily includes operating entities, investment funds and structured transactions.
Consolidated VIE Assets and Liabilities by Balance Sheet Caption
$ in millionsAt
September 30,
2020
At
December 31,
2019
Assets  
Cash and cash equivalents$284
$488
Trading assets at fair value1,376
943
Customer and other receivables8
18
Intangible assets101
111
Other assets292
388
Total$2,061
$1,948
Liabilities  
Other secured financings$536
$422
Other liabilities and accrued expenses43
39
Total$579
$461
Noncontrolling interests$275
$192

$ in millionsAt
September 30,
2021
At
December 31,
2020
Assets
Cash and cash equivalents$270 $269 
Trading assets at fair value1,550 1,445 
Investment securities33 — 
Securities purchased under agreements to resell200 — 
Customer and other receivables18 23 
Intangible assets89 98 
Other assets259 283 
Total$2,419 $2,118 
Liabilities
Other secured financings$505 $366 
Other liabilities and accrued expenses203 48 
Total$708 $414 
Noncontrolling interests$130 $196 
Consolidated VIE assets and liabilities are presented in the previous tables after intercompany eliminations. Generally, most assets owned by consolidated VIEs cannot be removed unilaterally by the Firm and are not available to the Firm while the related liabilities issued by consolidated VIEs are non-recourse to the Firm. However, in certain 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 net assets recognized in its financial statements, net of amounts absorbed by third-party variable interest holders.

77September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Non-consolidated VIEs
 At September 30, 2021
$ in millions
MABS1
CDOMTOBOSF
Other2
VIE assets (UPB)$157,608 $1,968 $6,048 $2,014 $53,835 
Maximum exposure to loss3
Debt and equity interests$19,539 $169 $ $1,239 $10,497 
Derivative and other contracts  4,022  6,345 
Commitments, guarantees and other530    1,119 
Total$20,069 $169 $4,022 $1,239 $17,961 
Carrying value of variable interests—Assets
Debt and equity interests$19,539 $169 $ $1,239 $10,497 
Derivative and other contracts  6  2,307 
Total$19,539 $169 $6 $1,239 $12,804 
Additional VIE assets owned4
$15,975 
Carrying value of variable interests—Liabilities
Derivative and other contracts$ $ $ $ $224 
At September 30, 2020 At December 31, 2020
$ in millions
MABS1
CDOMTOBOSF
Other2
$ in millions
MABS1
CDOMTOBOSF
Other2
VIE assets (UPB)$136,362
$3,744
$6,404
$2,190
$50,040
VIE assets (UPB)$184,153 $3,527 $6,524 $2,161 $48,241 
Maximum exposure to loss3
Maximum exposure to loss3
 
Maximum exposure to loss3
Debt and equity interests$16,821
$390
$0
$1,059
$10,581
Debt and equity interests$26,247 $257 $— $1,187 $11,008 
Derivative and other contracts0
0
4,342
0
3,853
Derivative and other contracts— — 4,425 — 5,639 
Commitments, guarantees and other810
0
0
0
685
Commitments, guarantees and other929 — — — 749 
Total$17,631
$390
$4,342
$1,059
$15,119
Total$27,176 $257 $4,425 $1,187 $17,396 
Carrying value of variable interests—Assets 
Carrying value of variable interestsAssets
Carrying value of variable interestsAssets
Debt and equity interests$16,821
$390
$0
$1,059
$10,581
Debt and equity interests$26,247 $257 $— $1,187 $11,008 
Derivative and other contracts0
0
6
0
621
Derivative and other contracts— — — 851 
Total$16,821
$390
$6
$1,059
$11,202
Total$26,247 $257 $$1,187 $11,859 
Additional VIE assets owned4
Additional VIE assets owned4
 $11,832
Additional VIE assets owned4
$20,019 
Carrying value of variable interests—LiabilitiesCarrying value of variable interests—Liabilities Carrying value of variable interests—Liabilities
Derivative and other contracts$0
$0
$1
$0
$114
Derivative and other contracts$— $— $— $— $222 
Total$0
$0
$1
$0
$114
 At December 31, 2019
$ in millions
MABS1
CDOMTOBOSF
Other2
VIE assets (UPB)$125,603
$2,976
$6,965
$2,288
$51,305
Maximum exposure to loss3
  
Debt and equity interests$16,314
$240
$0
$1,009
$11,977
Derivative and other contracts0
0
4,599
0
2,995
Commitments, guarantees and other631
0
0
0
266
Total$16,945
$240
$4,599
$1,009
$15,238
Carrying value of variable interestsAssets
  
Debt and equity interests$16,314
$240
$0
$1,008
$11,977
Derivative and other contracts0
0
6
0
388
Total$16,314
$240
$6
$1,008
$12,365
Additional VIE assets owned4
   $11,453
Carrying value of variable interests—Liabilities  
Derivative and other contracts$0
$0
$0
$0
$444

MTOB—Municipal tender option bonds
1.Amounts include transactions backed by residential mortgage loans, commercial mortgage loans and other types of assets, including consumer or commercial assets, and may be in loan or security form.
1.
Amounts include transactions backed by residential mortgage loans, commercial mortgage loans and other types of assets, including consumer or commercial assets. and may be in loan or security form.
2.Other primarily includes exposures to commercial real estate property and investment funds.
3.Where notional amounts are utilized in quantifying the maximum exposure related to derivatives, such amounts do not reflect changes in fair value recorded by the Firm.
4.Additional VIE assets owned represents the carrying value of total exposure to non-consolidated VIEs for which the maximum exposure to loss is less than specific thresholds, primarily interests issued by securitization SPEs. The Firm’s maximum exposure to loss generally equals the fair value of the assets owned. These assets are primarily included in Trading assets and Investment securities and are measured at fair value (see Note 5). The Firm does not provide additional support in these transactions through contractual facilities, guarantees or similar derivatives.
2.
Other primarily includes exposures to commercial real estate property and investment funds.
3.
Where notional amounts are utilized in quantifying the maximum exposure related to derivatives, such amounts do not reflect changes in fair value recorded by the Firm.
4.
Additional VIE assets owned represents the carrying value of total exposure to non-consolidated VIEs for which the maximum exposure to loss is less than specific thresholds, primarily interests issued by securitization SPEs. The Firm’s maximum exposure to loss generally equals the fair value of the assets owned. These assets are primarily included in Trading assets and Investment securities and are measured at fair value (see Note 5). The Firm does not provide additional support in these transactions through contractual facilities, guarantees or similar derivatives.

The majority of the VIEs included in the previous tables are sponsored by unrelated parties; examples of the Firm’s involvement with these VIEs include its secondary market-making activities and the securities held in its Investment securities portfolio (see Note 8).
September 2021 Form 10-Q62

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
The Firm’s maximum exposure to loss is dependent on the nature of the Firm’s variable interest in the VIE and is limited to the notional amounts of certain liquidity facilities and other credit support, total return swaps and written put options, as well as the fair value of certain other derivatives and investments the Firm has made in the VIE.
The Firm’s maximum exposure to loss in the previous tables does not include the offsetting benefit of hedges or any reductions associated with 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.
Liabilities issued by VIEs generally are non-recourse to the Firm.
Detail of Mortgage- and Asset-Backed Securitization Assets
 At September 30, 2020At December 31, 2019
$ in millionsUPB
Debt and
Equity
Interests
UPB
Debt and
Equity
Interests
Residential mortgages$20,056
$3,264
$30,353
$3,993
Commercial mortgages59,111
3,940
53,892
3,881
U.S. agency collateralized mortgage obligations52,335
8,021
36,366
6,365
Other consumer or commercial loans4,860
1,596
4,992
2,075
Total$136,362
$16,821
$125,603
$16,314

 At September 30, 2021At December 31, 2020
$ in millionsUPB
Debt and
Equity
Interests
UPB
Debt and
Equity
Interests
Residential mortgages$23,049 $2,536 $17,775 $3,175 
Commercial mortgages67,858 3,741 62,093 4,131 
U.S. agency collateralized mortgage obligations62,470 10,881 99,182 17,224 
Other consumer or commercial loans4,231 2,381 5,103 1,717 
Total$157,608 $19,539 $184,153 $26,247 
Transferred Assets with Continuing Involvement
 At September 30, 2021
$ in millionsRMLCML
U.S. Agency
CMO
CLN and
Other1
SPE assets (UPB)2
$7,528 $92,588 $38,788 $13,481 
Retained interests
Investment grade$93 $938 $629 $ 
Non-investment grade21 287  74 
Total$114 $1,225 $629 $74 
Interests purchased in the secondary market
Investment grade$7 $83 $41 $ 
Non-investment grade34 77   
Total$41 $160 $41 $ 
Derivative assets$ $ $ $586 
Derivative liabilities   178 
 At September 30, 2020
$ in millionsRMLCML
U.S. Agency
CMO
CLN and
Other1
SPE assets (UPB)2
$7,225
$81,900
$22,951
$12,223
Retained interests
Investment grade$47
$794
$745
$0
Non-investment grade16
221
0
89
Total$63
$1,015
$745
$89
Interests purchased in the secondary market
Investment grade$1
$129
$26
$0
Non-investment grade24
60
0
0
Total$25
$189
$26
$0
Derivative assets$0
$0
$0
$500
Derivative liabilities0
0
0
127
 At December 31, 2020
$ in millionsRMLCML
U.S. Agency
CMO
CLN and
Other1
SPE assets (UPB)2
$7,515 $84,674 $21,061 $12,978 
Retained interests
Investment grade$49 $822 $615 $— 
Non-investment grade16 195 — 114 
Total$65 $1,017 $615 $114 
Interests purchased in the secondary market
Investment grade$— $96 $116 $— 
Non-investment grade43 80 — 21 
Total$43 $176 $116 $21 
Derivative assets$— $— $— $400 
Derivative liabilities— — — 436 

 Fair Value At September 30, 2021
$ in millionsLevel 2Level 3Total
Retained interests
Investment grade$725 $ $725 
Non-investment grade38 52 90 
Total$763 $52 $815 
Interests purchased in the secondary market
Investment grade$124 $7 $131 
Non-investment grade74 37 111 
Total$198 $44 $242 
Derivative assets$585 $1 $586 
Derivative liabilities149 29 178 
September 2020 Form 10-Q78

 Fair Value at December 31, 2020
$ in millionsLevel 2Level 3Total
Retained interests
Investment grade$663 $— $663 
Non-investment grade63 69 
Total$669 $63 $732 
Interests purchased in the secondary market
Investment grade$196 $16 $212 
Non-investment grade62 82 144 
Total$258 $98 $356 
Derivative assets$388 $12 $400 
Derivative liabilities435 436 
Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

 At December 31, 2019
$ in millionsRMLCML
U.S. Agency
CMO
CLN and
Other1
SPE assets (UPB)2
$9,850
$86,203
$19,132
$8,410
Retained interests
Investment grade$29
$720
$2,376
$1
Non-investment grade17
254
0
92
Total$46
$974
$2,376
$93
Interests purchased in the secondary market
Investment grade$6
$197
$77
$0
Non-investment grade75
51
0
0
Total$81
$248
$77
$0
Derivative assets$0
$0
$0
$339
Derivative liabilities0
0
0
145
 Fair Value At September 30, 2020
$ in millionsLevel 2Level 3Total
Retained interests   
Investment grade$771
$22
$793
Non-investment grade5
72
77
Total$776
$94
$870
Interests purchased in the secondary market
Investment grade$154
$2
$156
Non-investment grade66
18
84
Total$220
$20
$240
Derivative assets$495
$5
$500
Derivative liabilities126
1
127
 Fair Value at December 31, 2019
$ in millionsLevel 2Level 3Total
Retained interests   
Investment grade$2,401
$4
$2,405
Non-investment grade6
97
103
Total$2,407
$101
$2,508
Interests purchased in the secondary market
Investment grade$278
$2
$280
Non-investment grade68
58
126
Total$346
$60
$406
Derivative assets$337
$2
$339
Derivative liabilities144
1
145


RML—Residential mortgage loans
CML—Commercial mortgage loans
1.Amounts include CLO transactions managed by unrelated third parties.
1.
Amounts include CLO transactions managed by unrelated third parties.
2.Amounts include assets transferred by unrelated transferors.
2.
Amounts include assets transferred by unrelated transferors.
The previous tables include transactions with SPEs in which the Firm, acting as principal, transferred financial assets with continuing involvement and received sales treatment. The transferred assets are carried at fair value prior to securitization, and any changes in fair value are recognized in the income statements. The Firm may act as underwriter of the beneficial interests issued by these securitization vehicles, for which Investment banking revenues are recognized. 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 balance sheets with changes in fair value recognized in the income statements. Fair value for these interests is measured using techniques that are consistent
with the valuation techniques applied to the Firm’s major categories of assets and liabilities as described in Note 2 in the 20192020 Form 10-K and Note 5 herein. Further, as permitted by applicable guidance, certain transfers of assets where the Firm’s only continuing involvement is a derivative are only reported in the following Assets Sold with Retained Exposure table.
Proceeds from New Securitization Transactions and Sales of Loans
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
New transactions1
$12,103 $12,969 $43,303 $30,629 
Retained interests2,396 1,991 7,960 7,215 
Sales of corporate loans to CLO SPEs1, 2
144 234 217 373 
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.
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
New transactions1
$12,969
$8,651
$30,629
$20,897
Retained interests1,991
902
7,215
4,424
Sales of corporate loans to CLO SPEs1, 2
234
0
373
0

1.
63
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.September 2021 Form 10-Q

2.
Notes to Consolidated Financial Statements
(Unaudited)
Sponsored by non-affiliates.ms-20210930_g1.jpg
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 14).
Assets Sold with Retained Exposure
$ in millionsAt
September 30,
2021
At
December 31,
2020
Gross cash proceeds from sale of assets1
$64,054 $45,051 
Fair value
Assets sold$64,185 $46,609 
Derivative assets recognized
in the balance sheets
901 1,592 
Derivative liabilities recognized
in the balance sheets
771 64 
$ in millionsAt
September 30,
2020
At
December 31,
2019
Gross cash proceeds from sale of assets1
$31,800
$38,661
Fair value  
Assets sold$32,006
$39,137
Derivative assets recognized
in the balance sheets
631
647
Derivative liabilities recognized
in the balance sheets
423
152
1.The carrying value of assets derecognized at the time of sale approximates gross cash proceeds.

1.
The carrying value of assets derecognized at the time of sale approximates gross cash proceeds.
The Firm enters into transactions in which it sells securities, primarily equities, and contemporaneously enters into bilateral OTC derivatives with the purchasers of the securities, through which it retains exposure to the sold securities.
For a discussion of the Firm’s VIEs, the determination and structure of VIEs and securitization activities, see Note 1416 to the financial statements in the 20192020 Form 10-K.
16.Regulatory Requirements
Regulatory Capital Framework and Requirements
For a discussion of the Firm’s regulatory capital framework, see Note 1517 to the financial statements in the 20192020 Form 10-K.
The Firm is required to maintain minimum risk-based and leverage-based capital ratios under regulatory capital requirements. A summary of the calculations of regulatory capital and RWA follows.

79September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Minimum risk-based capital ratio requirements apply to Common Equity Tier 1 capital, Tier 1 capital and Total capital (which includes Tier 2 capital). Capital standards require certain adjustments to, and deductions from, capital for purposes of determining these ratios. At September 30, 20202021 and December 31, 2019,2020, the Firm’sdifferences between the actual and required ratios for determining regulatory compliance are based on the Advanced Approach andwere lower under the Standardized Approach rules, respectively.Approach.
In the current year period,2020, the U.S. banking agencies have adopted a final rule, consistent with an interim final rule that was effective March 31, 2020, altering, for purposes of the regulatory capital rules, the required adoption time period for CECL. As of September 30, 2021 and December 31, 2020, the risk-based and leverage-based capital amounts and ratios, as well as RWA, adjusted average assets and supplementary leverage exposure are calculated excluding the effect of the adoption of CECL based on ourthe Firm’s election to defer this effect over a five-yearfive-
year transition period which began on January 1, 2020 in accordance with the interim final rule.
Risk-Based Regulatory Capital Ratio Requirements
At September 30, 2021 and December 31, 2020
StandardizedAdvanced
Capital buffers
Capital conservation buffer2.5%
SCB5.7%N/A
G-SIB capital surcharge3.0%3.0%
CCyB1
0%0%
Capital buffer requirement2
8.7%5.5%
At September 30, 2021 and December 31, 2020
Regulatory MinimumStandardizedAdvanced
Required ratios3
Common Equity Tier 1 capital ratio4.5 %13.2%10.0%
Tier 1 capital ratio6.0 %14.7%11.5%
Total capital ratio8.0 %16.7%13.5%
In addition1.The CCyB can be set up to 2.5%, but is currently set by the U.S. banking agencies at zero.
2.The capital buffer requirement represents the amount of Common Equity Tier 1 capital the Firm must maintain above the minimum risk-based capital ratio requirements in order to avoid restrictions on the FirmFirm'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 Firm's Standardized Approach capital buffer requirement is subjectequal to the following Common Equity Tier 1 buffers:sum of the SCB, G-SIB capital surcharge and CCyB, and the Advanced Approach capital buffer requirement is equal to the 2.5% capital conservation buffer, G-SIB capital surcharge and CCyB.
3.Required ratios represent the regulatory minimum plus the capital buffer requirement.
September 2021 Form 10-Q64

Notes to Consolidated Financial Statements
(Unaudited)
A greater than 2.5% capital conservation buffer;ms-20210930_g1.jpg

The G-SIB capital surcharge, currently at 3%; and

Up to a 2.5% CCyB, currently set by U.S. banking agencies at zero.
The Firm’s Regulatory Capital and Capital Ratios
$ in millions
Required
Ratio
1
At September 30, 2021At December 31, 2020
Risk-based capital
Common Equity Tier 1 capital$75,785 $78,650 
Tier 1 capital83,435 88,079 
Total capital94,062 97,213 
Total RWA473,020 453,106 
Common Equity Tier 1 capital ratio13.2 %16.0 %17.4 %
Tier 1 capital ratio14.7 %17.6 %19.4 %
Total capital ratio16.7 %19.9 %21.5 %
$ in millions
Required
Ratio1
At September 30, 2021At December 31, 2020
Leverage-based capital
Adjusted average assets2
$1,145,682 $1,053,510 
Tier 1 leverage ratio4.0 %7.3 %8.4 %
Supplementary leverage exposure3,4
$1,459,466 $1,192,506 
SLR4
5.0 %5.7 %7.4 %
 At September 30, 2020
$ in millions
Required
Ratio1
AmountRatio
Risk-based capital   
Common Equity Tier 1
capital
10.0%$71,157
16.9%
Tier 1 capital11.5%79,905
19.0%
Total capital13.5%89,763
21.4%
Total RWA 420,081
 
1.Required ratios are inclusive of any buffers applicable as of the date presented. Failure to maintain the buffers would 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.
2.Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets for the quarters ending on the respective balance sheet dates, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in the Firm’s own capital instruments, certain defined tax assets and other capital deductions.
$ in millions 
Required
Ratio1
At
September 30,
2020
Leverage-based capital   
Adjusted average assets2
  $962,435
Tier 1 leverage ratio 4.0%8.3%
Supplementary leverage exposure3,4
  $1,084,348
SLR3
 5.0%7.4%
3.Supplementary leverage exposure is the sum of Adjusted average assets used in the Tier 1 leverage ratio and other adjustments, primarily: (i) for derivatives, potential future exposure and the effective notional principal amount of sold credit protection offset by qualifying purchased credit protection; (ii) the counterparty credit risk for repo-style transactions; and (iii) the credit equivalent amount for off-balance sheet exposures.

4.The Firm’s SLR and Supplementary leverage exposure as of December 31, 2020 reflect the exclusion of U.S. Treasury securities and deposits at Federal Reserve Banks based on a Federal Reserve interim final rule that was in effect until March 31, 2021.
 At December 31, 2019
$ in millions
Required
Ratio1
AmountRatio
Risk-based capital   
Common Equity Tier 1 capital10.0%$64,751
16.4%
Tier 1 capital11.5%73,443
18.6%
Total capital13.5%82,708
21.0%
Total RWA 394,177
 
$ in millions 
Required
Ratio1
At
December 31,
2019
Leverage-based capital   
Adjusted average assets2
  $889,195
Tier 1 leverage ratio 4.0%8.3%
Supplementary leverage
 exposure3,4
  $1,155,177
SLR3
 5.0%6.4%
1.
Required ratios are inclusive of any buffers applicable as of the date presented. Failure to maintain the buffers would 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.
2.
Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets for the quarters ending on the respective balance sheet dates, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in the Firm’s own capital instruments, certain defined tax assets and other capital deductions.
3.Based on a Federal Reserve interim final rule in effect until March 31, 2021, the Firm’s SLR and Supplementary leverage exposure as of September 30, 2020 reflect the exclusion of U.S. Treasury securities and deposits at Federal Reserve Banks.
4.
Supplementary leverage exposure is the sum of Adjusted average assets used in the Tier 1 leverage ratio and other adjustments, primarily: (i) for derivatives, potential future exposure and the effective notional principal amount of sold credit protection offset by qualifying purchased credit protection; (ii) the counterparty credit risk for repo-style transactions; and (iii) the credit equivalent amount for off-balance sheet exposures.
Certain U.S. Bank Subsidiaries’ Regulatory Capital and Capital Ratios
The OCC establishes capital requirements for the Firm’s U.S. bank subsidiaries, which as of September 30, 2021 and December 31, 2020 include, among others, Morgan Stanley Bank, N.A. (“MSBNA”) and Morgan Stanley Private Bank, National Association (“MSPBNA”) (collectively, the “U.S. Bank Subsidiaries”), and evaluates their compliance with such capital requirements. Regulatory capital requirements for the U.S. Bank SubsidiariesMSBNA and MSPBNA are calculated in a similar manner to the Firm’s regulatory capital requirements, although G-SIB capital surcharge and SCB requirements do not apply to the U.S. Bank Subsidiaries.bank subsidiaries.
The OCC’s regulatory capital framework includes Prompt Corrective Action (“PCA”) standards, including “well-capitalized” PCA standards that are based on specified regulatory capital ratio minimums. For the Firm to remain an FHC, theits U.S. Bank Subsidiariesbank subsidiaries must remain well-capitalized

September 2020 Form 10-Q80

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

in accordance with the OCC’s PCA standards. In addition, failure by the U.S. Bank Subsidiariesbank subsidiaries to meet minimum capital requirements may result in certain mandatory and discretionary actions by regulators that, if undertaken, could have a direct material effect on the U.S. Bank Subsidiaries’bank subsidiaries’ and the Firm’s financial statements.
At September 30, 20202021 and December 31, 2019, the U.S. Bank Subsidiaries’2020, MSBNA and MSPBNA risk-based capital ratios are based on the Standardized Approach rules. At September 30, 2021 and December 31, 2020, the risk-based and leverage-based capital amounts and ratios are calculated excluding the effect of the adoption of CECL based on ourMSBNA’s and MSPBNA’s election to defer this effect over a five-year transition period.period, which began on January 1, 2020.
MSBNA’s Regulatory Capital
 At September 30, 2020
$ in millions
Well-Capitalized
Requirement
Required
Ratio1
AmountRatio
Risk-based capital    
Common Equity Tier 1
capital
6.5%7.0%$17,764
19.7%
Tier 1 capital8.0%8.5%17,764
19.7%
Total capital10.0%10.5%18,442
20.4%
Leverage-based capital    
Tier 1 leverage5.0%4.0%$17,764
10.7%
SLR6.0%3.0%17,764
8.5%
 At December 31, 2019
$ in millions
Well-Capitalized
Requirement
Required
Ratio1
AmountRatio
Risk-based capital    
Common Equity Tier 1 capital6.5%7.0%$15,919
18.5%
Tier 1 capital8.0%8.5%15,919
18.5%
Total capital10.0%10.5%16,282
18.9%
Leverage-based capital    
Tier 1 leverage5.0%4.0%$15,919
11.3%
SLR6.0%3.0%15,919
8.7%

   At September 30, 2021At December 31, 2020
$ in millions
Well-Capitalized
Requirement
Required
Ratio1
AmountRatioAmountRatio
Risk-based capital
Common Equity Tier 1 capital6.5 %7.0 %$18,562 20.8 %$17,238 18.7 %
Tier 1 capital8.0 %8.5 %18,562 20.8 %17,238 18.7 %
Total capital10.0 %10.5 %19,149 21.4 %17,882 19.4 %
Leverage-based capital
Tier 1 leverage5.0 %4.0 %$18,562 10.2 %$17,238 10.1 %
SLR6.0 %3.0 %18,562 8.1 %17,238 8.0 %
MSPBNA’s Regulatory Capital
 At September 30, 2021At December 31, 2020
$ in millions
Well-Capitalized
Requirement
Required
Ratio1
AmountRatioAmountRatio
Risk-based capital
Common Equity Tier 1 capital6.5 %7.0 %$9,972 24.9 %$8,213 21.3 %
Tier 1 capital8.0 %8.5 %9,972 24.9 %8,213 21.3 %
Total capital10.0 %10.5 %10,045 25.1 %8,287 21.5 %
Leverage-based capital
Tier 1 leverage5.0 %4.0 %$9,972 7.1 %$8,213 7.2 %
SLR6.0 %3.0 %9,972 6.9 %8,213 6.9 %
 At September 30, 2020
$ in millions
Well-Capitalized
Requirement
Required
Ratio1
AmountRatio
Risk-based capital    
Common Equity Tier 1 capital6.5%7.0%$8,528
23.4%
Tier 1 capital8.0%8.5%8,528
23.4%
Total capital10.0%10.5%8,611
23.6%
Leverage-based capital    
Tier 1 leverage5.0%4.0%$8,528
8.2%
SLR6.0%3.0%8,528
7.8%
 At December 31, 2019
$ in millions
Well-Capitalized
Requirement
Required
Ratio1
AmountRatio
Risk-based capital    
Common Equity Tier 1 capital6.5%7.0%$7,962
24.8%
Tier 1 capital8.0%8.5%7,962
24.8%
Total capital10.0%10.5%8,016
25.0%
Leverage-based capital    
Tier 1 leverage5.0%4.0%$7,962
9.9%
SLR6.0%3.0%7,962
9.4%

1.
1.Required ratios are inclusive of any buffers applicable as of the date presented. Failure to maintain the buffers would result in restrictions on the U.S. Bank Subsidiaries' ability to make capital distributions, including the payment of dividends.

Required ratios are inclusive of any buffers applicable as of the date presented. Failure to maintain the buffers would result in restrictions on the ability to make capital distributions, including the payment of dividends.
U.S. Broker-Dealer Regulatory Capital Requirements
MS&Co. Regulatory Capital
$ in millionsAt September 30,
2020
At December 31,
2019
Net capital$14,183
$13,708
Excess net capital10,217
10,686

$ in millionsAt September 30,
2021
At December 31,
2020
Net capital$15,922 $12,869 
Excess net capital12,043 9,034 
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 SEC and the CFTC. MS&Co. has consistently operated with capital in excess of its regulatory capital requirements.
As an Alternative Net Capital broker-dealer, and in accordance with Securities Exchange Act of 1934 (“Exchange Act”) Rule 15c3-1, Appendix E, MS&Co. is subject to minimum net capital and tentative net capital requirements. In addition, MS&Co. must notify the SEC if its tentative net capital falls below certain levels. At September 30, 20202021 and December 31, 2019,2020, MS&Co. has exceeded its net capital
65September 2021 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
requirement and hashad tentative net capital in excess of the minimum and notification requirements.
Other Regulated Subsidiaries
MSSB, Regulatory Capital
$ in millionsAt September 30,
2020
At December 31,
2019
Net capital$2,758
$3,387
Excess net capital2,581
3,238

MSSB 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 has consistently operated with capital in excess of its regulatory capital requirements.
Other Regulated Subsidiaries
MSIP, a London-based broker-dealer subsidiary, is subject to the capital requirements of the PRA, and MSMS, a Tokyo-based broker-dealer subsidiary,the Morgan Stanley Europe Holdings SE Group (“MSEHSE Group”) is subject to the capital requirements

81September 2020 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

of the Financial Services Agency.European Central Bank, BaFin and the German Central Bank. MSSB, MSIP and MSMSthe MSEHSE Group, including MSESE, a Germany-based broker-dealer, have consistently operated with capital in excess of their respective regulatory capital requirements. Additionally, E*TRADE Bank and E*TRADE Savings Bank are subject to the capital requirements of the OCC, and E*TRADE Securities LLC is subject to the minimum net capital requirements of the SEC; each of these entities has 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 also consistently operated with capital in excess of their local capital adequacy requirements.
17. Total Equity
Preferred Stock
 
Shares
Outstanding
 Carrying Value
$ in millions, except per share dataAt
September 30,
2021
Liquidation
Preference
per Share
At
September 30,
2021
At
December 31,
2020
Series
A44,000 $25,000 $1,100 $1,100 
C1
519,882 1,000 408 408 
E34,500 25,000 862 862 
F34,000 25,000 850 850 
H52,000 25,000 1,300 1,300 
I40,000 25,000 1,000 1,000 
J2
   1,500 
K40,000 25,000 1,000 1,000 
L20,000 25,000 500 500 
M400,000 1,000 430 430 
N3,000 100,000 300 300 
Total$7,750 $9,250 
Shares authorized30,000,000 
 
Shares
Outstanding
 Carrying Value
$ in millions, except per share dataAt
September 30,
2020
Liquidation
Preference
per Share
At
September 30,
2020
At
December 31,
2019
Series   
A44,000
$25,000
$1,100
$1,100
C1
519,882
1,000
408
408
E34,500
25,000
862
862
F34,000
25,000
850
850
H52,000
25,000
1,300
1,300
I40,000
25,000
1,000
1,000
J60,000
25,000
1,500
1,500
K40,000
25,000
1,000
1,000
L20,000
25,000
500
500
Total$8,520
$8,520
Shares authorized30,000,000 
1.Series C preferred stock is held by MUFG.
1.Series C preferred stock is held by MUFG.
2.On March 15, 2021, the Firm announced the redemption in whole of its outstanding Series J preferred stock. On notice of redemption, the amount due to holders of Series J Preferred Stock was reclassified to Borrowings, and on April 15, 2021 the redemption settled at the carrying value of $1.5 billion.
For a description of Series A through Series LN preferred stock issuances, see Note 1618 to the financial statements in the 20192020 Form 10-K. The Firm’s preferred stock has a preference over theits common stock upon liquidation. The Firm’s preferred
stock qualifies as and is included in Tier 1 capital in accordance with regulatory capital requirements (see Note 16).
On October 25, 2021, the Firm issued 52 million Depositary Shares of Series O Preferred Stock, for an aggregate price of $1.3 billion. Each Depositary Share represents a 1/1000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series O, $0.01 par value (“Series O Preferred Stock”). The Series O Preferred Stock is redeemable at the Firm’s option, (i) in whole or in part, from time to time, on any dividend payment date on or after January 15, 2027 or (ii) in whole but not in part at any time within 90 days following a regulatory capital treatment event (as described in the terms of that series), in each case at a redemption price of $25,000 per share (equivalent to $25 per Depositary Share). The Series O Preferred Stock also has a preference over the Firm’s common stock upon liquidation.
Share Repurchases
 Three Months Ended September 30,Nine Months Ended September 30,
$ in millions2021202020212020
Repurchases of common stock under the Firm’s Share Repurchase Program$3,557 $— $8,631 $1,347 
Beginning late in the first quarter of 2020, the Firm suspended its share repurchase program, however the Federal Reserve permitted the resumption of share repurchases for the current year period. On June 28, 2021, the Firm announced its Board of Directors authorized the repurchase of up to $12 billion of outstanding common stock from July 1, 2021 through June 30, 2022, from time to time as conditions warrant, which supersedes the previous common stock repurchase authorization. For more information on share repurchases, see Note 18 to the financial statements in the 2020 Form 10-K.
Common Shares Outstanding for Basic and Diluted EPS
 Three Months Ended
September 30,
Nine Months Ended
September 30,
in millions2020201920202019
Weighted average common shares outstanding, basic1,542
1,604
1,546
1,632
Effect of dilutive Stock options, RSUs and PSUs24
23
19
21
Weighted average common shares outstanding and common stock equivalents, diluted1,566
1,627
1,565
1,653
Weighted average antidilutive common stock equivalents (excluded from the computation of diluted EPS)0
0
7
2

 Three Months Ended
September 30,
Nine Months Ended
September 30,
in millions2021202020212020
Weighted average common shares outstanding, basic1,781 1,542 1,797 1,546 
Effect of dilutive Stock options, RSUs and PSUs31 24 27 19 
Weighted average common shares outstanding and common stock equivalents, diluted1,812 1,566 1,824 1,565 
Weighted average antidilutive common stock equivalents (excluded from the computation of diluted EPS) —  
Share Repurchases
 Three Months Ended September 30,Nine Months Ended September 30,
$ in millions2020201920202019
Repurchases of common stock under the Firm's Share Repurchase Program$0
$1,500
$1,347
$3,860

On March 15, 2020, the Financial Services Forum announced that each of its eight member banks, including the Firm, had voluntarily suspended their share repurchase programs. On June 25, 2020, the Federal Reserve published summary results of CCAR and announced that large BHCs, including the Firm, generally would be restricted in making share repurchases during the current quarter, and on September 30, 2020, the restrictions were extended through the fourth quarter of 2020.
A portion of common stock repurchases was conducted under a sales plan with MUFG, whereby MUFG sold shares of the Firm’s common stock to the Firm, as part of the Firm’s Share Repurchase Program. The sales plan is only intended to maintain MUFG’s ownership percentage below 24.9% in order to comply with MUFG’s passivity commitments to the Board of Governors of the Federal Reserve System and has no impact on the strategic alliance between MUFG and the Firm, including the joint ventures in Japan.
Dividends
$ in millions, except per
share data
Three Months Ended
September 30, 2020
Three Months Ended
September 30, 2019
Per Share1
Total
Per Share1
Total
Preferred Stock Series    
A$256
$11
$256
$11
C25
13
25
13
E445
15
445
15
F430
15
430
15
G2
0
0
414
8
H3
248
13
378
20
I398
16
398
16
J4
261
16
0
0
K366
15
366
15
L305
6
0
0
Total Preferred stock $120
 $113
Common stock0.35
$551
$0.35
$577

September 20202021 Form 10-Q8266

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

Dividends
$ in millions, except per
share data
Nine Months Ended
September 30, 2020
Nine Months Ended
September 30, 2019
$ in millions, except per
share data
Three Months Ended
September 30, 2021
Three Months Ended
September 30, 2020
Per Share1
Total
Per Share1
Total
Per Share1
Total
Per Share1
Total
Preferred Stock Series 
Preferred stock seriesPreferred stock series
A$761
$33
$758
$33
A$256 $11 $256 $11 
C75
39
75
39
C25 13 25 13 
E1,336
45
1,336
45
E445 15 445 15 
F1,289
44
1,289
45
F430 15 430 15 
G2
0
0
1,242
24
H3
897
47
1,059
55
HH239 12 248 13 
I1,195
48
1,195
48
I398 16 398 16 
J4
955
58
694
42
J2
J2
  261 16 
K1,097
45
1,097
45
K366 15 366 15 
L914
18
0
0
L305 6 305 
M3
M3
29 12 — — 
N4
N4
2,650 8  — 
Total Preferred stock $377
 $376
Total Preferred stock$123 $120 
Common stock1.05
$1,662
$0.95
$1,594
Common stock0.70 $1,276 $0.35 $551 

$ in millions, except per
share data
Nine Months Ended
September 30, 2021
Nine Months Ended
September 30, 2020
Per Share1
Total
Per Share1
Total
Preferred stock series
A$758 $33 $761 $33 
C75 39 75 39 
E1,336 45 1,336 45 
F1,289 44 1,289 44 
H719 37 897 47 
I1,195 48 1,195 48 
J2
253 15 955 58 
K1,097 45 1,097 45 
L914 18 914 18 
M3
59 24 — — 
N4
5,300 16 — — 
Total Preferred stock$364 $377 
Common stock$1.40 $2,562 $1.05 $1,662 
1.
Common and Preferred Stock dividends are payable quarterly, unless otherwise noted.
2.Series G preferred stock was redeemed during the first quarter of 2020. For further information, see Note 16 to the financial statements in the 2019 Form 10-K.
3.
Series H was payable semiannually until July 15, 2019, and is now
1.Common and Preferred Stock dividends are payable quarterly, unless otherwise noted.
2.Series J was payable semiannually until July 15, 2020, after which it was payable quarterly until its redemption.
3.Series M is payable semiannually until September 15, 2026, and thereafter will be payable quarterly.
4.Series N is payable semiannually until March 15, 2023, and thereafter will be payable quarterly.
4.
Series J was payable semiannually until July 15, 2020, and is now payable quarterly.
Cumulative Adjustments to Beginning Retained Earnings Related to the Adoption of Accounting Updates
 Nine Months Ended
$ in millionsSeptember 30, 2020
Financial Instruments—Credit Losses$(100)
 Nine Months Ended
$ in millionsSeptember 30, 2019
Leases$63

Accumulated Other Comprehensive Income (Loss)1
$ in millionsCTA
AFS
Securities
Pension and OtherDVATotal
June 30, 2021$(895)$1,004 $(481)$(2,151)$(2,523)
OCI during the period(65)(256)5 138 (178)
September 30, 2021$(960)$748 $(476)$(2,013)$(2,701)
June 30, 2020$(1,017)$1,827 $(620)$(189)$
OCI during the period81 (62)(562)(538)
September 30, 2020$(936)$1,765 $(615)$(751)$(537)
December 31, 2020$(795)$1,787 $(498)$(2,456)$(1,962)
OCI during the period(165)(1,039)22 443 (739)
September 30, 2021$(960)$748 $(476)$(2,013)$(2,701)
December 31, 2019$(897)$207 $(644)$(1,454)$(2,788)
OCI during the period(39)1,558 29 703 2,251 
September 30, 2020$(936)$1,765 $(615)$(751)$(537)
$ in millionsCTA
AFS
Securities
Pension,
Postretirement
and Other
DVATotal
June 30, 2020$(1,017)$1,827
$(620)$(189)$1
OCI during the period81
(62)5
(562)(538)
September 30, 2020$(936)$1,765
$(615)$(751)$(537)
June 30, 2019$(865)$108
$(574)$(720)$(2,051)
OCI during the period(96)214
3
332
453
September 30, 2019$(961)$322
$(571)$(388)$(1,598)
December 31, 2019$(897)$207
$(644)$(1,454)$(2,788)
OCI during the period(39)1,558
29
703
2,251
September 30, 2020$(936)$1,765
$(615)$(751)$(537)
December 31, 2018$(889)$(930)$(578)$105
$(2,292)
OCI during the period(72)1,252
7
(493)694
September 30, 2019$(961)$322
$(571)$(388)$(1,598)
CTA—Cumulative foreign currency translation adjustments
1.Amounts are net of tax and noncontrolling interests.
1.Amounts are net of tax and noncontrolling interests.
Components of Period Changes in OCI
Three Months Ended September 30, 2021
$ in millionsPre-tax
Gain
(Loss)
Income
Tax Benefit
(Provision)
After-tax
Gain
(Loss)
Non-
controlling
Interests
Net
CTA
OCI activity$(14)$(64)$(78)$(13)$(65)
Reclassified to earnings     
Net OCI$(14)$(64)$(78)$(13)$(65)
Change in net unrealized gains (losses) on AFS securities
OCI activity$(317)$74 $(243)$ $(243)
Reclassified to earnings(17)4 (13) (13)
Net OCI$(334)$78 $(256)$ $(256)
Pension and other
OCI activity$ $ $ $ $ 
Reclassified to earnings7 (2)5  5 
Net OCI$7 $(2)$5 $ $5 
Change in net DVA
OCI activity$187 $(46)$141 $9 $132 
Reclassified to earnings9 (3)6  6 
Net OCI$196 $(49)$147 $9 $138 
Three Months Ended September 30, 2020
$ in millionsPre-tax
Gain
(Loss)
Income
Tax Benefit
(Provision)
After-tax
Gain
(Loss)
Non-
controlling
Interests
Net
CTA
OCI activity$34 $76 $110 $29 $81 
Reclassified to earnings— — — — — 
Net OCI$34 $76 $110 $29 $81 
Change in net unrealized gains (losses) on AFS securities
OCI activity$(26)$$(20)$— $(20)
Reclassified to earnings(55)13 (42)— (42)
Net OCI$(81)$19 $(62)$— $(62)
Pension and other
OCI activity$(1)$$— $— $— 
Reclassified to earnings(1)— 
Net OCI$$— $$— $
Change in net DVA
OCI activity$(747)$178 $(569)$(1)$(568)
Reclassified to earnings(2)— 
Net OCI$(739)$176 $(563)$(1)$(562)
Nine Months Ended September 30, 2021
$ in millionsPre-tax
Gain
(Loss)
Income
Tax Benefit
(Provision)
After-tax
Gain
(Loss)
Non-
controlling
Interests
Net
CTA
OCI activity$(106)$(150)$(256)$(91)$(165)
Reclassified to earnings     
Net OCI$(106)$(150)$(256)$(91)$(165)
Change in net unrealized gains (losses) on AFS securities
OCI activity$(1,146)$267 $(879)$ $(879)
Reclassified to earnings(209)49 (160) (160)
Net OCI$(1,355)$316 $(1,039)$ $(1,039)
Pension and other
OCI activity$8 $ $8 $ $8 
Reclassified to earnings21 (7)14  14 
Net OCI$29 $(7)$22 $ $22 
Change in net DVA
OCI activity$591 $(148)$443 $27 $416 
Reclassified to earnings36 (9)27  27 
Net OCI$627 $(157)$470 $27 $443 
 Three Months Ended
September 30, 2020
$ in millionsPre-tax
Gain
(Loss)
Income
Tax Benefit
(Provision)
After-tax
Gain
(Loss)
Non-
controlling
Interests
Net
CTA
OCI activity$34
$76
$110
$29
$81
Reclassified to earnings0
0
0
0
0
Net OCI$34
$76
$110
$29
$81
Change in net unrealized gains (losses) on AFS securities
OCI activity$(26)$6
$(20)$0
$(20)
Reclassified to earnings(55)13
(42)0
(42)
Net OCI$(81)$19
$(62)$0
$(62)
Pension, postretirement and other
OCI activity$(1)$1
$0
$0
$0
Reclassified to earnings6
(1)5
0
5
Net OCI$5
$0
$5
$0
$5
Change in net DVA
OCI activity$(747)$178
$(569)$(1)$(568)
Reclassified to earnings8
(2)6
0
6
Net OCI$(739)$176
$(563)$(1)$(562)
 Three Months Ended
September 30, 2019
$ in millionsPre-tax
Gain
(Loss)
Income
Tax Benefit
(Provision)
After-tax
Gain
(Loss)
Non-
controlling
Interests
Net
CTA
OCI activity$(26)$(73)$(99)$(3)$(96)
Reclassified to earnings0
0
0
0
0
Net OCI$(26)$(73)$(99)$(3)$(96)
Change in net unrealized gains (losses) on AFS securities
OCI activity$307
$(73)$234
$0
$234
Reclassified to earnings(26)6
(20)0
(20)
Net OCI$281
$(67)$214
$0
$214
Pension, postretirement and other
OCI activity$0
$0
$0
$0
$0
Reclassified to earnings4
(1)3
0
3
Net OCI$4
$(1)$3
$0
$3
Change in net DVA
OCI activity$441
$(106)$335
$5
$330
Reclassified to earnings2
0
2
0
2
Net OCI$443
$(106)$337
$5
$332



8367September 20202021 Form 10-Q

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

Nine Months Ended September 30, 2020
$ in millionsPre-tax
Gain
(Loss)
Income
Tax Benefit
(Provision)
After-tax
Gain
(Loss)
Non-
controlling
Interests
Net
CTA
OCI activity$19 $(17)$$38 $(36)
Reclassified to earnings(3)— (3)— (3)
Net OCI$16 $(17)$(1)$38 $(39)
Change in net unrealized gains (losses) on AFS securities
OCI activity$2,142 $(503)$1,639 $— $1,639 
Reclassified to earnings(106)25 (81)— (81)
Net OCI$2,036 $(478)$1,558 $— $1,558 
Pension and other
OCI activity$20 $(4)$16 $— $16 
Reclassified to earnings16 (3)13 — 13 
Net OCI$36 $(7)$29 $— $29 
Change in net DVA
OCI activity$967 $(233)$734 $41 $693 
Reclassified to earnings14 (4)10 — 10 
Net OCI$981 $(237)$744 $41 $703 
 Nine Months Ended
September 30, 2020
$ in millionsPre-tax
Gain
(Loss)
Income
Tax Benefit
(Provision)
After-tax
Gain
(Loss)
Non-
controlling
Interests
Net
CTA
OCI activity$19
$(17)$2
$38
$(36)
Reclassified to earnings(3)0
(3)0
(3)
Net OCI$16
$(17)$(1)$38
$(39)
Change in net unrealized gains (losses) on AFS securities
OCI activity$2,142
$(503)$1,639
$0
$1,639
Reclassified to earnings(106)25
(81)0
(81)
Net OCI$2,036
$(478)$1,558
$0
$1,558
Pension, postretirement and other
OCI activity$20
$(4)$16
$0
$16
Reclassified to earnings16
(3)13
0
13
Net OCI$36
$(7)$29
$0
$29
Change in net DVA
OCI activity$967
$(233)$734
$41
$693
Reclassified to earnings14
(4)10
0
10
Net OCI$981
$(237)$744
$41
$703
 Nine Months Ended
September 30, 2019
$ in millionsPre-tax
Gain
(Loss)
Income
Tax Benefit
(Provision)
After-tax
Gain
(Loss)
Non-
controlling
Interests
Net
CTA
OCI activity$2
$(58)$(56)$16
$(72)
Reclassified to earnings0
0
0
0
0
Net OCI$2
$(58)$(56)$16
$(72)
Change in net unrealized gains (losses) on AFS securities
OCI activity$1,726
$(406)$1,320
$0
$1,320
Reclassified to earnings(89)21
(68)0
(68)
Net OCI$1,637
$(385)$1,252
$0
$1,252
Pension, postretirement and other
OCI activity$0
$(1)$(1)$0
$(1)
Reclassified to earnings10
(2)8
0
8
Net OCI$10
$(3)$7
$0
$7
Change in net DVA
OCI activity$(713)$177
$(536)$(36)$(500)
Reclassified to earnings9
(2)7
0
7
Net OCI$(704)$175
$(529)$(36)$(493)

18. Interest Income and Interest Expense
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Interest income
Investment securities$643 $529 $2,100 $1,603 
Loans1,063 967 3,091 3,171 
Securities purchased under agreements to resell and Securities borrowed1
(282)(187)(899)70 
Trading assets, net of Trading liabilities525 537 1,521 1,902 
Customer receivables and Other2
402 210 1,187 1,171 
Total interest income$2,351 $2,056 $7,000 $7,917 
Interest expense
Deposits$102 $178 $330 $804 
Borrowings597 714 2,030 2,534 
Securities sold under agreements to repurchase and Securities loaned3
131 165 361 883 
Customer payables and Other4
(542)(487)(1,677)(746)
Total interest expense$288 $570 $1,044 $3,475 
Net interest$2,063 $1,486 $5,956 $4,442 
1.Includes fees paid on Securities borrowed.
2.Includes interest from Cash and cash equivalents.
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Interest income    
Investment securities$529
$579
$1,603
$1,563
Loans967
1,208
3,171
3,599
Securities purchased under agreements to resell and Securities borrowed1
(187)871
70
2,865
Trading assets, net of Trading liabilities537
728
1,902
2,188
Customer receivables and Other2
210
964
1,171
2,931
Total interest income$2,056
$4,350
$7,917
$13,146
     
Interest expense    
Deposits$178
$505
$804
$1,460
Borrowings714
1,219
2,534
3,941
Securities sold under agreements to repurchase and Securities loaned3
165
681
883
2,016
Customer payables and Other4
(487)727
(746)2,468
Total interest expense$570
$3,132
$3,475
$9,885
Net interest$1,486
$1,218
$4,442
$3,261
3.Includes fees received on Securities loaned.
4.Includes fees received from Equity Financing customers for stock loan transactions entered into to cover customers’ short positions.
1.
Includes fees paid on Securities borrowed.
2.
Includes interest from Cash and cash equivalents.
3.
Includes fees received on Securities loaned.
4.
Includes fees received from prime brokerage customers for stock loan transactions entered into to cover customers’ short positions.
Interest income and Interest expense are classified in the income statements based on the nature of the instrument and related market conventions. When 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. k
Accrued Interest
$ in millionsAt
September 30,
2020
At
December 31,
2019
$ in millionsAt
September 30,
2021
 At
December 31, 2020
Customer and other receivables$2,244
$1,661
Customer and other receivables$2,229 $1,652 
Customer and other payables2,545
2,223
Customer and other payables2,374 2,119 

19. Income Taxes
The Firm is under continuous examination by the IRS and other tax authorities in certain countries, such as Japan and the U.K., and in states and localities in which it has significant business operations, such as New York.
The Firm believes that the resolution of these tax examinations will not have a material effect on the annual financial statements, although a resolution could have a material impact in the income statementsstatement and on the effective tax rate for any period in which such resolutions occur.

September 2020 Form 10-Q84

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

The Firm has established a liability for unrecognized tax benefits, and associated interest, if applicable (“tax liabilities”), that it believes is adequate in relation to the potential for additional assessments. Once established, the Firm adjusts such tax liabilities only when new information is available or when an event occurs necessitating a change.
It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the Firm’s effective tax rate over the next 12 months.
Net Discrete Tax Provisions (Benefits)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Recurring1
$0
$0
$(94)$(127)
Intermittent(113)(89)(10)(190)
1. Recurring discrete tax items are related to conversion of employee share-based awards.
The current quarter included intermittent net discrete tax benefits principally associated with the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of tax examinations in certain jurisdictions.
The prior year quarter included intermittent net discrete tax benefits primarily associated with the filing of the 2018 federal tax return and the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of multi-jurisdiction tax examinations.
The prior year period included intermittent net discrete tax benefits primarily associated with the remeasurement of reserves and related interest as a result of new information pertaining to the resolution of multi-jurisdiction tax examinations and other matters.
20. Segment, Geographic and Revenue Information
Selected Financial Information by Business Segment
 Three Months Ended September 30, 2020
$ in millionsISWMIMI/ETotal
Investment banking$1,707
$135
$0
$(16)$1,826
Trading2,807
268
2
15
3,092
Investments87
1
258
0
346
Commissions and fees1
639
477
1
(80)1,037
Asset management1
114
2,793
795
(38)3,664
Other114
94
1
(3)206
Total non-interest revenues5,468
3,768
1,057
(122)10,171
Interest income1,086
1,065
7
(102)2,056
Interest expense492
176
8
(106)570
Net interest594
889
(1)4
1,486
Net revenues$6,062
$4,657
$1,056
$(118)$11,657
Income before provision for income taxes$2,048
$1,120
$315
$4
$3,487
Provision for income taxes385
278
72
1
736
Net income1,663
842
243
3
2,751
Net income applicable to noncontrolling interests16
0
18
0
34
Net income applicable to Morgan Stanley$1,647
$842
$225
$3
$2,717
Three Months Ended September 30, 2019 Three Months Ended September 30, 2021
$ in millionsISWMIMI/ETotal$ in millionsISWMIMI/ETotal
Investment banking$1,535
$118
$0
$(18)$1,635
Investment banking$2,849 $186 $ $(22)$3,013 
Trading2,533
61
2
12
2,608
Trading2,897 (58)1 21 2,861 
Investments(18)0
105
0
87
Investments52 8 (15) 45 
Commissions and fees1
643
416
1
(70)990
Commissions and fees1
664 704  (88)1,280 
Asset management1
100
2,639
664
(40)3,363
Asset management1,2
Asset management1,2
145 3,628 1,470 (42)5,201 
Other51
81
0
(1)131
Other172 119  (1)290 
Total non-interest revenues4,844
3,315
772
(117)8,814
Total non-interest revenues6,779 4,587 1,456 (132)12,690 
Interest income3,112
1,378
4
(144)4,350
Interest income948 1,464 8 (69)2,351 
Interest expense2,933
335
12
(148)3,132
Interest expense232 116 11 (71)288 
Net interest179
1,043
(8)4
1,218
Net interest716 1,348 (3)2 2,063 
Net revenues$5,023
$4,358
$764
$(113)$10,032
Net revenues$7,495 $5,935 $1,453 $(130)$14,753 
Provision for credit lossesProvision for credit losses$24 $ $ $ $24 
Compensation and benefitsCompensation and benefits2,248 3,159 513  5,920 
Non-compensation expensesNon-compensation expenses2,250 1,246 570 (131)3,935 
Total non-interest expensesTotal non-interest expenses$4,498 $4,405 $1,083 $(131)$9,855 
Income before provision for income taxes$1,307
$1,238
$165
$0
$2,710
Income before provision for income taxes$2,973 $1,530 $370 $1 $4,874 
Provision for income taxes189
276
27
0
492
Provision for income taxes713 373 64  1,150 
Net income1,118
962
138
0
2,218
Net income2,260 1,157 306 1 3,724 
Net income applicable to noncontrolling interests45
0
0
0
45
Net income applicable to noncontrolling interests31  (14) 17 
Net income applicable to Morgan Stanley$1,073
$962
$138
$0
$2,173
Net income applicable to Morgan Stanley$2,229 $1,157 $320 $1 $3,707 





85September 20202021 Form 10-Q68

Notes to Consolidated Financial Statements

(Unaudited)
ms-20210930_g1.jpg

 Three Months Ended September 30, 2020
$ in millionsISWMIMI/ETotal
Investment banking$1,707 $135 $— $(16)$1,826 
Trading3
2,865 268 15 3,150 
Investments87 258 — 346 
Commissions and fees1
639 477 (80)1,037 
Asset management1,2
114 2,793 795 (38)3,664 
Other3
123 91 (3)212 
Total non-interest revenues5,535 3,765 1,057 (122)10,235 
Interest income1,086 1,065 (102)2,056 
Interest expense492 176 (106)570 
Net interest594 889 (1)1,486 
Net revenues3
$6,129 $4,654 $1,056 $(118)$11,721 
Provision for credit losses3
$113 $(2)$— $— $111 
Compensation and benefits2,001 2,684 401 — 5,086 
Non-compensation expenses3
1,967 852 340 (122)3,037 
Total non-interest expenses3
$3,968 $3,536 $741 $(122)$8,123 
Income before provision for income taxes$2,048 $1,120 $315 $$3,487 
Provision for income taxes385 278 72 736 
Net income1,663 842 243 2,751 
Net income applicable to noncontrolling interests16 — 18 — 34 
Net income applicable to Morgan Stanley$1,647 $842 $225 $$2,717 
 Nine Months Ended September 30, 2021
$ in millionsISWMIMI/ETotal
Investment banking$7,838 $640 $ $(65)$8,413 
Trading10,048 323 (18)63 10,416 
Investments199 24 521  744 
Commissions and fees1
2,216 2,269 1 (272)4,214 
Asset management1,2
432 10,266 3,991 (117)14,572 
Other467 479 (23)(7)916 
Total non-interest revenues21,200 14,001 4,472 (398)39,275 
Interest income2,791 4,316 26 (133)7,000 
Interest expense827 328 29 (140)1,044 
Net interest1,964 3,988 (3)7 5,956 
Net revenues$23,164 $17,989 $4,469 $(391)$45,231 
Provision for credit losses$1 $(2)$ $ $(1)
Compensation and benefits7,795 9,604 1,742  19,141 
Non-compensation expenses6,526 3,621 1,557 (397)11,307 
Total non-interest expenses$14,321 $13,225 $3,299 $(397)$30,448 
Income before provision for income taxes$8,842 $4,766 $1,170 $6 $14,784 
Provision for income taxes2,023 1,103 253 1 3,380 
Net income6,819 3,663 917 5 11,404 
Net income applicable to noncontrolling interests85  (19) 66 
Net income applicable to Morgan Stanley$6,734 $3,663 $936 $5 $11,338 
 Nine Months Ended September 30, 2020
$ in millionsISWMIMI/ETotal
Investment banking$4,902
$403
$0
$(66)$5,239
Trading10,375
413
(13)56
10,831
Investments98
9
552
0
659
Commissions and fees1
2,230
1,538
1
(270)3,499
Asset management1
342
7,980
2,144
(120)10,346
Other(628)216
(39)(7)(458)
Total non-interest revenues17,319
10,559
2,645
(407)30,116
Interest income4,809
3,468
22
(382)7,917
Interest expense3,184
653
33
(395)3,475
Net interest1,625
2,815
(11)13
4,442
Net revenues$18,944
$13,374
$2,634
$(394)$34,558
Income before provision for income taxes$5,991
$3,317
$674
$6
$9,988
Provision for income taxes1,326
758
136
1
2,221
Net income4,665
2,559
538
5
7,767
Net income applicable to noncontrolling interests75
0
81
0
156
Net income applicable to Morgan Stanley$4,590
$2,559
$457
$5
$7,611
 Nine Months Ended September 30, 2019
$ in millionsISWMIMI/ETotal
Investment banking$4,158
$365
$(1)$(55)$4,467
Trading8,221
525
(2)37
8,781
Investments257
1
543
0
801
Commissions and fees1
1,889
1,250
1
(205)2,935
Asset management1
310
7,544
1,893
(115)9,632
Other416
281
(6)(6)685
Total non-interest revenues15,251
9,966
2,428
(344)27,301
Interest income9,457
4,139
14
(464)13,146
Interest expense9,376
950
35
(476)9,885
Net interest81
3,189
(21)12
3,261
Net revenues$15,332
$13,155
$2,407
$(332)$30,562
Income before provision for income taxes$4,365
$3,669
$538
$(4)$8,568
Provision for income taxes703
830
104
(1)1,636
Net income3,662
2,839
434
(3)6,932
Net income applicable to noncontrolling interests97
0
32
0
129
Net income applicable to Morgan Stanley$3,565
$2,839
$402
$(3)$6,803

 Nine Months Ended September 30, 2020
$ in millionsISWMIMI/ETotal
Investment banking$4,902 $403 $— $(66)$5,239 
Trading3
10,298 413 (13)56 10,754 
Investments98 552 — 659 
Commissions and fees1
2,230 1,538 (270)3,499 
Asset management1,2
342 7,980 2,144 (120)10,346 
Other3
11 256 (39)(7)221 
Total non-interest revenues17,881 10,599 2,645 (407)30,718 
Interest income4,809 3,468 22 (382)7,917 
Interest expense3,184 653 33 (395)3,475 
Net interest1,625 2,815 (11)13 4,442 
Net revenues3
$19,506 $13,414 $2,634 $(394)$35,160 
Provision for credit losses3
$718 $39 $— $— $757 
Compensation and benefits6,767 7,625 1,012 — 15,404 
Non-compensation expenses3
6,030 2,433 948 (400)9,011 
Total non-interest expenses3
$12,797 $10,058 $1,960 $(400)$24,415 
Income before provision for income taxes$5,991 $3,317 $674 $$9,988 
Provision for income taxes1,326 758 136 2,221 
Net income4,665 2,559 538 7,767 
Net income applicable to noncontrolling interests75 — 81 — 156 
Net income applicable to Morgan Stanley$4,590 $2,559 $457 $$7,611 
I/E–Intersegment Eliminations
1.Substantially all revenues are from contracts with customers.

1.Substantially all revenues are from contracts with customers.
2.Includes certain fees which may relate to services performed in prior periods.
3.Certain prior period amounts have been reclassified to conform to the current presentation. See Note 1 for additional information.
For a discussion about the Firm’s business segments, see Note 2123 to the financial statements in the 20192020 Form 10-K.
Detail of Investment Banking Revenues
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Institutional Securities Advisory$357
$550
$1,181
$1,462
Institutional Securities Underwriting1,350
985
3,721
2,696
Firm Investment banking revenues from contracts with customers95%85%92%90%

 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Institutional Securities Advisory$1,272 $357 $2,416 $1,181 
Institutional Securities Underwriting1,577 1,350 5,422 3,721 
Firm Investment banking revenues from contracts with customers91 %95 %91 %92 %
Trading Revenues by Product Type1
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Interest rate$(32)$511 $844 $2,593 
Foreign exchange253 138 841 603 
Equity security and index2
1,903 1,478 5,631 4,494 
Commodity and other538 553 2,079 1,286 
Credit199 470 1,021 1,778 
Total$2,861 $3,150 $10,416 $10,754 
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Interest rate$511
$894
$2,593
$2,283
Foreign exchange138
69
603
383
Equity security and index1
1,478
1,076
4,494
4,005
Commodity and other495
300
1,363
986
Credit470
269
1,778
1,124
Total$3,092
$2,608
$10,831
$8,781
1.Certain prior period amounts have been reclassified to conform to the current presentation. See Note 1 for additional information.
1.
Dividend income is included within equity security and index contracts.
2.Dividend income is included within equity security and index contracts.
The previous table summarizes realized and unrealized gains and losses, from derivative and non-derivative financial
69September 2021 Form 10-Q

Notes to Consolidated Financial Statements
(Unaudited)
ms-20210930_g1.jpg
instruments, included in Trading revenues in the income statements. The Firm generally utilizes financial instruments across a variety of product types in connection with its market-making and related risk management strategies. The trading revenues presented in the 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.
Investment Management Investments Revenues—Net Cumulative Unrealized Carried Interest
$ in millionsAt
September 30,
2020
At
December 31,
2019
Net cumulative unrealized performance-based fees at risk of reversing$761
$774

$ in millionsAt
September 30,
2021
At
December 31,
2020
Net cumulative unrealized performance-based income at risk of reversing$774 $735 
The Firm’s portion of net cumulative performance-based feesincome in the form of unrealized carried interest, for which the Firm is not obligated to pay compensation, areis at risk of reversing when the return in certain funds fall below specified performance targets. See Note 14 for information regarding general partner guarantees, which include potential obligations to return performance fee distributions previously received.

September 2020 Form 10-Q86

Notes to Consolidated Financial Statements
(Unaudited)
mslogo3q20.jpg

Investment Management Asset Management RevenuesRevenues—Reduction of Fees Due to Fee Waivers
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Fee waivers$37
$11
$70
$32

 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Fee waivers$139 $37 $364 $70 
The Firm waives a portion of its fees in the Investment Management business segment from certain registered money market funds that comply with the requirements of Rule 2a-7 of the Investment Company Act of 1940.

Certain Other Fee Waivers
Separately, the Firm’s employees, including its senior officers, may participate on the same terms and conditions as other investors in certain funds that the Firm sponsors primarily for client investment, and the Firm may waive or lower applicable fees and charges for its employees.
Other ExpensesTransaction Taxes
Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Transaction taxes$262 $194 $717 $524 
Transaction taxes are composed of securities transaction taxes and stamp duties, which are levied on the sale or purchase of securities listed on recognized stock exchanges in certain markets. These taxes are imposed mainly on trades of equity securities in Asia and EMEA. Similar transaction taxes are
levied on trades of listed derivative instruments in certain countries.
Net Revenues by Region1
 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019
Americas$8,387
$7,489
$24,798
$22,336
EMEA1,473
1,409
4,670
4,687
Asia1,797
1,134
5,090
3,539
Total$11,657
$10,032
$34,558
$30,562

 Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2021202020212020
Americas$11,255 $8,455 $33,331 $25,293 
EMEA1,752 1,472 6,004 4,778 
Asia1,746 1,794 5,896 5,089 
Total$14,753 $11,721 $45,231 $35,160 

1.Certain prior period amounts have been reclassified to conform to the current presentation. See Note 1 for additional information.
For a discussion about the Firm’s geographic net revenues, see Note 2123 to the financial statements in the 20192020 Form 10-K.
RevenueRevenues Recognized from Prior Services
Three Months Ended
September 30,
Nine Months Ended
September 30,
Three Months Ended
September 30,
Nine Months Ended
September 30,
$ in millions2020201920202019$ in millions2021202020212020
Non-interest revenues$556
$841
$1,616
$1,995
Non-interest revenues$1,308 $556 $1,862 $1,616 
The previous table includes revenuerevenues from contracts with customers recognized where some or all services were performed in prior periodsperiods. For the three and isnine months ended September 30, 2021 these revenues primarily composed ofinclude investment banking advisory fees, and for the three and nine months ended September 30, 2020, these revenues primarily include investment banking advisory fees and distribution fees.

Receivables from Contracts with Customers
$ in millionsAt
September 30,
2020
At
December 31,
2019
Customer and other receivables$2,854
$2,916

$ in millionsAt
September 30,
2021
At
December 31,
2020
Customer and other receivables$3,592 $3,200 
Receivables from contracts with customers, which are included within Customer and other receivables in the balance sheets, arise when the Firm has both recorded revenues and has the right per the contract to bill the customer.

Assets by Business Segment
$ in millionsAt
September 30,
2021
At
December 31,
2020
Institutional Securities$808,252 $753,322 
Wealth Management364,634 355,595 
Investment Management17,590 6,945 
Total1
$1,190,476 $1,115,862 
$ in millionsAt
September 30,
2020
At
December 31,
2019
Institutional Securities$704,323
$691,201
Wealth Management244,425
197,682
Investment Management7,192
6,546
Total1
$955,940
$895,429
1. Parent assets have been fully allocated to the business segments.



87September 20202021 Form 10-Q70

Financial Data Supplement
(Unaudited)

ms-20210930_g1.jpg




Average Balances and Interest Rates and Net Interest Income
 Three Months Ended September 30,
 20212020
$ in millions
Average
Daily
Balance
Interest
Annualized
Average
Rate
Average
Daily
Balance
Interest
Annualized
Average
Rate
Interest earning assets
Investment securities1
$179,626 $643 1.4 %$133,726 $529 1.6 %
Loans1
170,656 1,063 2.5 %144,985 967 2.7 %
Securities purchased under agreements to resell and Securities borrowed2:
U.S.154,122 (177)(0.5)%123,614 (99)(0.3)%
Non-U.S.71,266 (105)(0.6)%58,567 (88)(0.6)%
Trading assets, net of Trading liabilities3:
U.S.77,576 411 2.1 %78,417 443 2.2 %
Non-U.S.22,880 114 2.0 %21,092 94 1.8 %
Customer receivables and Other4:
U.S.137,525 358 1.0 %81,908 171 0.8 %
Non-U.S.73,130 44 0.2 %63,657 39 0.2 %
Total$886,781 $2,351 1.1 %$705,966 $2,056 1.2 %
Interest bearing liabilities
Deposits1
$325,520 $102 0.1 %$236,119 $178 0.3 %
Borrowings1, 5
227,880 597 1.0 %205,166 714 1.4 %
Securities sold under agreements to repurchase and Securities loaned6:
U.S.34,755 52 0.6 %30,154 81 1.1 %
Non-U.S.35,219 79 0.9 %28,320 84 1.2 %
Customer payables and Other7:
U.S.129,298 (431)(1.3)%119,846 (399)(1.3)%
Non-U.S.76,248 (111)(0.6)%64,524 (88)(0.5)%
Total$828,920 $288 0.1 %$684,129 $570 0.3 %
Net interest income and net interest rate spread$2,063 1.0 % $1,486 0.9 %
 Three Months Ended September 30,
 20202019
$ in millions
Average
Daily
Balance
Interest
Annualized
Average
Rate
Average
Daily
Balance
Interest
Annualized
Average
Rate
Interest earning assets
Investment securities1
$133,726
$529
1.6 %$104,700
$579
2.2%
Loans1
144,985
967
2.7
122,320
1,208
3.9
Securities purchased under agreements to resell and Securities borrowed2:
U.S.123,614
(99)(0.3)146,578
835
2.3
Non-U.S.58,567
(88)(0.6)76,871
36
0.2
Trading assets, net of Trading liabilities3:
U.S.78,417
443
2.2
78,169
630
3.2
Non-U.S.21,092
94
1.8
17,104
98
2.3
Customer receivables and Other4:
U.S.81,908
171
0.8
62,113
703
4.5
Non-U.S.63,657
39
0.2
60,073
261
1.7
Total$705,966
$2,056
1.2 %$667,928
$4,350
2.6%
Interest bearing liabilities
Deposits1
$236,119
$178
0.3 %$179,715
$505
1.1%
Borrowings1, 5
205,166
714
1.4
196,777
1,219
2.5
Securities sold under agreements to repurchase and Securities loaned6:
U.S.30,154
81
1.1
36,335
505
5.5
Non-U.S.28,320
84
1.2
30,111
176
2.3
Customer payables and Other7:
U.S.119,846
(399)(1.3)121,800
448
1.5
Non-U.S.64,524
(88)(0.5)65,036
279
1.7
Total$684,129
$570
0.3 %$629,774
$3,132
2.0%
Net interest income and net interest rate spread$1,486
0.9 % $1,218
0.6%


 Nine Months Ended September 30,
 20212020
$ in millions
Average
Daily
Balance
Interest
Annualized
Average
Rate
Average
Daily
Balance
Interest
Annualized
Average
Rate
Interest earning assets
Investment securities1
$182,804 $2,100 1.5 %$122,613 $1,603 1.7 %
Loans1
161,422 3,091 2.6 %142,261 3,171 3.0 %
Securities purchased under agreements to resell and Securities borrowed2:
U.S.150,985 (546)(0.5)%127,868 194 0.2 %
Non-U.S.71,060 (353)(0.7)%59,831 (124)(0.3)%
Trading assets, net of Trading liabilities3:
U.S.76,456 1,230 2.2 %76,418 1,558 2.7 %
Non-U.S.19,103 291 2.0 %22,570 344 2.0 %
Customer receivables and Other4:
U.S.135,596 1,035 1.0 %78,705 892 1.5 %
Non-U.S.74,527 152 0.3 %61,699 279 0.6 %
Total$871,953 $7,000 1.1 %$691,965 $7,917 1.5 %
Interest bearing liabilities
Deposits1
$322,304 $330 0.1 %$223,733 $804 0.5 %
Borrowings1, 5
221,875 2,030 1.2 %199,855 2,534 1.7 %
Securities sold under agreements to repurchase and Securities loaned6:
U.S.35,335 129 0.5 %30,315 501 2.2 %
Non-U.S.30,917 232 1.0 %29,315 382 1.7 %
Customer payables and Other7:
U.S.129,883 (1,349)(1.4)%123,662 (693)(0.7)%
Non-U.S.73,415 (328)(0.6)%64,608 (53)(0.1)%
Total$813,729 $1,044 0.2 %$671,488 $3,475 0.7 %
Net interest income and net interest rate spread$5,956 0.9 % $4,442 0.8 %
1.Amounts include primarily U.S. balances.
2.Includes fees paid on Securities borrowed.
3.Excludes non-interest earning assets and non-interest bearing liabilities, such as equity securities.
4.Includes Cash and cash equivalents.
5.Includes borrowings carried at fair value, whose interest expense is considered part of fair value and therefore is recorded within Trading revenues.
6.Includes fees received on Securities loaned. The annualized average rate was calculated using (a) interest expense incurred on all securities sold under agreements to repurchase and securities loaned transactions, whether or not such transactions were reported in the balance sheets and (b) net average on-balance sheet balances, which exclude certain securities-for-securities transactions.
7.Includes fees received from Equity Financing customers for securities lending transactions entered into to cover customers’ short positions.
 Nine Months Ended September 30,
 20202019
$ in millions
Average
Daily
Balance
Interest
Annualized
Average
Rate
Average
Daily
Balance
Interest
Annualized
Average
Rate
Interest earning assets
Investment securities1
$122,613
$1,603
1.7 %$99,782
$1,563
2.1%
Loans1
142,261
3,171
3.0
118,926
3,599
4.0
Securities purchased under agreements to resell and Securities borrowed2:
U.S.127,868
194
0.2
144,686
2,774
2.6
Non-U.S.59,831
(124)(0.3)76,814
91
0.2
Trading assets, net of Trading liabilities3:
U.S.76,418
1,558
2.7
77,434
1,922
3.3
Non-U.S.22,570
344
2.0
14,362
266
2.5
Customer receivables and Other4:
U.S.78,705
892
1.5
61,479
2,110
4.6
Non-U.S.61,699
279
0.6
59,033
821
1.9
Total$691,965
$7,917
1.5 %$652,516
$13,146
2.7%
Interest bearing liabilities
Deposits1
$223,733
$804
0.5 %$178,894
$1,460
1.1%
Borrowings1, 5
199,855
2,534
1.7
192,854
3,941
2.7
Securities sold under agreements to repurchase and Securities loaned6:
U.S.30,315
501
2.2
32,479
1,489
6.1
Non-U.S.29,315
382
1.7
31,555
527
2.2
Customer payables and Other7:
U.S.123,662
(693)(0.7)116,383
1,587
1.8
Non-U.S.64,608
(53)(0.1)65,331
881
1.8
Total$671,488
$3,475
0.7 %$617,496
$9,885
2.1%
Net interest income and net interest rate spread$4,442
0.8 % $3,261
0.6%

1.
Amounts include primarily U.S. balances.
2.
Includes fees paid on Securities borrowed.
3.
Excludes non-interest earning assets and non-interest bearing liabilities, such as equity securities.
4.
Includes Cash and cash equivalents.
5.
Includes borrowings carried at fair value, whose interest expense is considered part of fair value and therefore is recorded within Trading revenues.
6.Includes fees received on Securities loaned. The annualized average rate was calculated using (a) interest expense incurred on all securities sold under agreements to repurchase and securities loaned transactions, whether or not such transactions were reported in the balance sheets and (b) net average on-balance sheet balances, which exclude certain securities-for-securities transactions.
7.
Includes fees received from prime brokerage customers for stock loan transactions entered into to cover customers’ short positions.


71September 20202021 Form 10-Q88

Glossary of Common Terms and Acronyms
ms-20210930_g1.jpg


20192020 Form 10-KAnnual report on Form 10-K for year ended December 31, 20192020 filed with the SEC

ABS

Asset-backed securities
ABSACLAsset-backed securities


ACLAllowance for credit losses
AFSAvailable-for-sale
AFSAMLAvailable-for-saleAnti-money laundering

AOCI

AMLAnti-money laundering


AOCIAccumulated other comprehensive income (loss)

AUM

AUMAssets under management or supervision


Balance sheetsConsolidated balance sheets

BHC

BEATBase erosion and anti-abuse tax


BHCBank holding company

bps

bpsBasis points; one basis point equals 1/100th of 1%


Cash flow statementsConsolidated cash flow statements

CCAR

CCARComprehensive Capital Analysis and Review

CCyB

CCyBCountercyclical capital buffer

CDO

CDOCollateralized debt obligation(s), including Collateralized loan obligation(s)

CDS

CDSCredit default swaps

CECL

CECLCurrent Expected Credit Losses, as calculated under the Financial Instruments—Credit Losses accounting update

CFTC

CFTCU.S. Commodity Futures Trading Commission

CLN

Credit-linked note(s)
CLNCLOCredit-linked note(s)


CLOCollateralized loan obligation(s)

CMBS

CMBSCommercial mortgage-backed securities

CMO

CMOCollateralized mortgage obligation(s)

CRM

Credit Risk Management Department
CVACredit valuation adjustment

DVA

DVADebt valuation adjustment

EBITDA

EBITDAEarnings before interest, taxes, depreciation and amortization
ELNEquity-linked note(s)
EMEAEurope, Middle East and Africa
EPSEarnings per common share
ELNFDICEquity-linked note(s)


EMEAEurope, Middle East and Africa


EPSEarnings per common share


E.U.European Union


FDICFederal Deposit Insurance Corporation

FFELP

FFELPFederal Family Education Loan Program


FFIECFHCFederal Financial Institutions Examination Council


FHCFinancial Holding Company


FICCFICOFixed Income Clearing Corporation


FICOFair Isaac Corporation


Financial statementsConsolidated financial statements


FVAG-SIBFunding valuation adjustment


GILTIGlobal Intangible Low-Taxed Income


G-SIBGlobal systemically important banks


HELOCHQLAHome Equity Line of Credit


HQLAHigh-quality liquid assets

HTM

Held-to-maturity
HTMI/EHeld-to-maturityIntersegment eliminations

IHC

I/EIntersegment eliminations


IHCIntermediate holding company

IM

IMInvestment Management


Income statementsConsolidated income statements

IRS

IRSInternal Revenue Service

IS

Institutional Securities
ISLCRInstitutional Securities


LCRLiquidity coverage ratio, as adopted by the U.S. banking agencies

LIBOR

LIBORLondon Interbank Offered Rate

LTV

M&AMerger, acquisition and restructuring transaction


MSBNAMorgan Stanley Bank, N.A.


MS&Co.Morgan Stanley & Co. LLC



89September 2020 Form 10-Q

Loan-to-value
Morgan Stanley Bank, N.A.
Glossary of Common Terms and AcronymsMS&Co.
mslogo3q20.jpg


Morgan Stanley & Co. LLC
MSIP
MSIPMorgan Stanley & Co. International plc


MSMSMSPBNAMorgan Stanley MUFG Securities Co., Ltd.


MSPBNAMorgan Stanley Private Bank, National Association

MSSB

MSSBMorgan Stanley Smith Barney LLC

MUFG

MUFGMitsubishi UFJ Financial Group, Inc.

MUMSS

MUMSSMitsubishi UFJ Morgan Stanley Securities Co., Ltd.

MWh

Megawatt hour
MWhN/AMegawatt hourNot Applicable

N/M

Not Meaningful
N/ANAVNot Applicable


N/MNot Meaningful


NAVNet asset value

Non-GAAP

Non-GAAPNon-generally accepted accounting principles

NSFR

NSFRNet stable funding ratio, as proposedadopted by the U.S. banking agencies

OCC

OCCOffice of the Comptroller of the Currency

OCI

OCIOther comprehensive income (loss)


OISOvernight index swap


OTCOver-the-counter


OTTIOther-than-temporary impairment


PRAPrudential Regulation Authority


PSUPerformance-based stock unit


RMBSResidential mortgage-backed securities


ROEOTCOver-the-counter
PRAPrudential Regulation Authority
PSUPerformance-based stock unit
ROEReturn on average common equity

ROTCE

ROTCEReturn on average tangible common equity

ROU

Right-of-use
ROURSURight-of-use


RSURestricted stock unit

RWA

Risk-weighted assets
RWASCBRisk-weighted assetsStress capital buffer

SEC

SECU.S. Securities and Exchange Commission

SLR

SLRSupplementary leverage ratio


SOFRS&PSecured Overnight Financing Rate


S&PStandard & Poor’s

SPE

SPESpecial purpose entity

SPOE

SPOESingle point of entry

TDR

TDRTroubled debt restructuring

TLAC

TLACTotal loss-absorbing capacity

U.K.

United Kingdom
U.K.UPBUnited Kingdom


UPBUnpaid principal balance

U.S.

U.S.United States of America


U.S. GAAPAccounting principles generally accepted in the United States of America

VaR

Value-at-Risk
VaRVIEValue-at-Risk


VIEVariable interest entity

WACC

WACCImplied weighted average cost of capital

WM

WMWealth Management

September 20202021 Form 10-Q9072

ms-20210930_g1.jpg

Controls and Procedures
Other InformationUnder the supervision and with the participation of the Firm’s management, including the Chief Executive Officer and Chief Financial Officer, the Firm 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, the Chief Executive Officer and Chief Financial Officer concluded that the Firm’s disclosure controls and procedures were effective as of the end of the period covered by this report.
None.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.
Legal Proceedings
The following developments have occurred since previously reporting certain matters in the Firm’s 20192020 Form 10-K and the Firm’s Quarterly ReportsReport on Form 10-Q for the quarterly period ended March 31, 20202021 (the “First Quarter Form 10-Q”) and the quarterly period ended June 30, 20202021 (the “Second Quarter Form 10-Q”). See also the disclosures set forth under “Legal Proceedings” in the 20192020 Form 10-K, the First Quarter Form 10-Q, and the Second Quarter Form 10-Q.

Residential Mortgage and Credit Crisis Related MatterMatters
On July 24, 2020,30, 2021, the First DepartmentFirm filed a motion for summary judgment in China Development Industrial BankFinancial Guaranty Insurance Company v. Morgan Stanley & Co. Incorporated,ABS Capital I Inc. et al. denied the Firm’s motion for leave to appeal to the First Department’s decision denying the Firm’s motion for sanctions relating to spoliation of evidence and otherwise affirming the order of the Supreme Court of NY denying the Firm’s motion for summary judgment.

On September 2, 2020,August 13, 2021, the parties in 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, Successor-by-Merger to Morgan Stanley Mortgage Capital Inc. and GreenPoint Mortgage Funding, Inc.entered into, filed a settlement agreement, which was approved in a Trust Instructional Proceeding on October 20, 2020. stipulation of voluntary discontinuance with prejudice.

European MatterRisk Factors
The plaintiff andFor a discussion of the risk factors affecting the Firm, are due to file final submissionssee “Risk Factors” in Part I, Item 1A of the Court of Appeal of Milan in the matter styled Banco Popolare Societá Cooperativa v. Morgan Stanley & Co. International plc & others by November 23, 2020.

2020 Form 10-K.
Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
$ in millions, except per share data
Total Number of Shares Purchased1
Average Price Paid per Share
Total Shares Purchased as Part of Share Repurchase Program2,3
Dollar Value of Remaining Authorized Repurchase
July10,456,550 $93.94 10,284,648 $11,033 
August14,721,794 $100.55 14,152,826 $9,608 
September11,343,989 $102.79 11,328,590 $8,443 
Three Months Ended September 30, 202136,522,333 $99.35 35,766,064 
1.
Three Months Ended September 30, 2020
$ in millions, except per share data
Total 
Number of Shares Purchased1
Average Price Paid Per Share
Total Shares 
Purchased as Part of Share Repurchase Program2,3
Dollar Value of Remaining Authorized Repurchase
July30,610
$48.10

$
August560,008
$48.90

$
September18,360
$52.08

$
Total608,978
$48.96

 

1.Refers toIncludes 756,269 shares acquired by the Firm in satisfaction of the tax withholding obligations on stock-based awards granted under the Firm’s stock-based compensation plans during the three months ended September 30, 2020.
2.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. On April 18, 2018, the Firm entered into a sales plan with Mitsubishi UFJ Financial Group, Inc. (“MUFG”). See Note 17 to the financial statements for further information on the sales plan.
3.
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”) from time to time as conditions warrant and subject to regulatory non-objection. 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 in satisfaction of the tax withholding obligations on stock-based awards granted under the Firm’s stock-based compensation plans during the three months ended September 30, 2021.
2.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.
3.The Firm’s Board of Directors has authorized the repurchase of the Firm’s outstanding common stock under a share repurchase program (the “Share Repurchase Program”) from time to time as conditions warrant and subject to regulatory non-objection. limitations on distributions from the Federal Reserve. 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.
On June 27, 2019, the Federal Reserve published summary results of CCAR and28, 2021, the Firm received a non-objection toannounced its 2019 Capital Plan. The Firm’s 2019 Capital Plan includes a shareBoard of Directors authorized the repurchase of up to $6.0$12 billion of its outstanding common stock during the period beginningfrom July 1, 20192021 through June 30, 2020. On March 15, 2020,2022, from time to time as conditions warrant, which supersedes the Financial Services Forum announced that each of its eight member banks, including the Firm, had voluntarily suspended their shareprevious common stock repurchase programs. As a result, $1.7 billion of share repurchase authorization expired unused on June 30, 2020. On June 25, 2020, the Federal Reserve published summary results of CCAR and announced that large BHCs, including the Firm, generally would be restricted in making share repurchases during the current quarter, and on September 30, 2020, the restrictions were extended through the fourth quarter of 2020. Forauthorization. For further information, see “Liquidity and Capital Resources—Regulatory Requirements—Capital Plans, Stress Tests and the Stress Tests.Capital Buffer.


Other Information
None.
Exhibits
91September 2020 Form 10-Q


Controls and Procedures
Under the supervision and with the participation of the Firm’s management, including the Chief Executive Officer and Chief Financial Officer, the Firm 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, the Chief Executive Officer and Chief Financial Officer concluded that the Firm’s 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.
Exhibits
Exhibit Index

73September 20202021 Form 10-Q92


SIGNATURESSignatures
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/ JSONATHANHARON PYRUZANESHAYA
Jonathan Pruzan
Sharon Yeshaya
Executive Vice President and

Chief Financial Officer
By:
/s/ RAJA J. AKRAM
Raja J. Akram
Deputy Chief Financial Officer,
Chief Accounting Officer and Controller
Date: November 3, 20202021


September 2021 Form 10-Q74
S-1