UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended May 31, 2007
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-11758
Morgan Stanley
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 36-3145972 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |
|
1585 Broadway New York, NY |
10036 | |
| (Address of Principal Executive Offices) |
(Zip Code) | |
Registrant’s telephone number, including area code: (212) 761-4000
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large Accelerated Filer x |
Accelerated Filer ¨ | Non-Accelerated Filer ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 29, 2007, there were 1,052,546,403 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.
MORGAN STANLEY
INDEX TO QUARTERLY REPORT ON FORM 10-Q
Quarter Ended May 31, 2007
| Page | ||||
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Part I—Financial Information |
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Item 1. |
Financial Statements (unaudited) | |||
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Condensed Consolidated Statements of Financial Condition—May 31, 2007 and November 30, 2006 |
1 | |||
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Condensed Consolidated Statements of Income—Three and Six Months Ended May 31, 2007 and 2006 |
3 | |||
| 4 | ||||
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Condensed Consolidated Statements of Cash Flows—Six Months Ended May 31, 2007 and 2006 |
5 | |||
| 6 | ||||
| 50 | ||||
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
51 | ||
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Item 3. |
96 | |||
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Item 4. |
103 | |||
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Item 1. |
Legal Proceedings | 104 | ||
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Item 1A. |
Risk Factors | 105 | ||
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 106 | ||
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Item 4. |
Submission of Matters to a Vote of Security Holders | 106 | ||
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Item 6. |
Exhibits | 106 | ||
| i | ![]() |
AVAILABLE INFORMATION
Morgan Stanley files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including Morgan Stanley) file electronically with the SEC. Morgan Stanley’s electronic SEC filings are available to the public at the SEC’s internet site, www.sec.gov.
Morgan Stanley’s internet site is www.morganstanley.com. You can access Morgan Stanley’s Investor Relations webpage at www.morganstanley.com/about/ir. Morgan Stanley makes available free of charge, on or through our Investor Relations webpage, its proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Morgan Stanley also makes available, through its Investor Relations webpage, via a link to the SEC’s internet site, statements of beneficial ownership of Morgan Stanley’s equity securities filed by its directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act.
Morgan Stanley has a Corporate Governance webpage. You can access information about Morgan Stanley’s corporate governance at www.morganstanley.com/about/company/governance. Morgan Stanley posts the following on its Corporate Governance webpage:
| • |
Composite Certificate of Incorporation; |
| • |
Bylaws; |
| • |
Charters for our Audit Committee, Compensation, Management Development and Succession Committee and Nominating and Governance Committee; |
| • |
Corporate Governance Policies; |
| • |
Policy Regarding Communication with the Board of Directors; |
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Policy Regarding Director Candidates Recommended by Shareholders; |
| • |
Policy Regarding Corporate Political Contributions; |
| • |
Policy Regarding Shareholder Rights Plan; |
| • |
Code of Ethics and Business Conduct; and |
| • |
Integrity Hotline. |
Morgan Stanley’s Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer, its Chief Financial Officer and its Controller and Principal Accounting Officer. Morgan Stanley will post any amendments to the Code of Ethics and Business Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange, Inc. (“NYSE”) on its internet site. You can request a copy of these documents, excluding exhibits, at no cost, by contacting Investor Relations, 1585 Broadway, New York, NY 10036 (212-761-4000). The information on Morgan Stanley’s internet site is not incorporated by reference into this report.
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ii |
| Item 1. |
MORGAN STANLEY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in millions, except share data)
| May 31, 2007 |
November 30, 2006 | |||||
| (unaudited) | ||||||
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Assets |
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Cash and cash equivalents |
$ | 31,786 | $ | 20,606 | ||
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Cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements (including securities at fair value of $19,996 at May 31, 2007 and $8,648 at November 30, 2006) |
47,114 | 29,565 | ||||
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Financial instruments owned (approximately $157 billion and $125 billion were pledged to various parties at May 31, 2007 and November 30, 2006, respectively): |
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U.S. government and agency securities |
35,198 | 39,352 | ||||
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Other sovereign government obligations |
28,764 | 27,305 | ||||
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Corporate and other debt |
167,751 | 158,864 | ||||
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Corporate equities |
99,728 | 86,058 | ||||
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Derivative contracts |
56,461 | 55,443 | ||||
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Investments |
10,050 | 4,725 | ||||
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Physical commodities |
3,165 | 3,031 | ||||
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Total financial instruments owned |
401,117 | 374,778 | ||||
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Securities received as collateral |
112,236 | 64,588 | ||||
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Collateralized agreements: |
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Securities purchased under agreements to resell |
144,051 | 175,787 | ||||
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Securities borrowed |
252,213 | 299,631 | ||||
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Receivables: |
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Consumer loans (net of allowances of $784 at May 31, 2007 and $831 at November 30, 2006) |
21,917 | 22,915 | ||||
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Customers |
113,866 | 82,923 | ||||
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Brokers, dealers and clearing organizations |
17,009 | 7,633 | ||||
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Other loans |
14,334 | 11,908 | ||||
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Fees, interest and other |
11,991 | 8,937 | ||||
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Other investments |
13,302 | 3,232 | ||||
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Office facilities and other equipment, at cost (net of accumulated depreciation of $3,927 at May 31, 2007 and $3,645 at November 30, 2006) |
4,501 | 4,086 | ||||
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Goodwill |
2,977 | 2,792 | ||||
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Intangible assets (net of accumulated amortization of $151 million at May 31, 2007 and $109 million at November 30, 2006) |
1,155 | 651 | ||||
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Other assets |
10,424 | 11,160 | ||||
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Total assets |
$ | 1,199,993 | $ | 1,121,192 | ||
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1 |
MORGAN STANLEY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION—(Continued)
(dollars in millions, except share data)
| May 31, 2007 |
November 30, 2006 |
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| (unaudited) | ||||||||
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Liabilities and Shareholders’ Equity |
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Commercial paper and other short-term borrowings |
$ | 33,747 | $ | 29,092 | ||||
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Deposits |
43,577 | 28,343 | ||||||
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Financial instruments sold, not yet purchased: |
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U.S. government and agency securities |
18,085 | 26,168 | ||||||
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Other sovereign government obligations |
23,586 | 28,961 | ||||||
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Corporate and other debt |
6,321 | 10,336 | ||||||
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Corporate equities |
58,491 | 59,399 | ||||||
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Derivative contracts |
58,919 | 57,491 | ||||||
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Physical commodities |
1,147 | 764 | ||||||
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Total financial instruments sold, not yet purchased |
166,549 | 183,119 | ||||||
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Obligation to return securities received as collateral |
112,236 | 64,588 | ||||||
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Collateralized financings: |
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Securities sold under agreements to repurchase |
252,710 | 267,566 | ||||||
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Securities loaned |
147,216 | 150,257 | ||||||
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Other secured financings |
43,456 | 45,556 | ||||||
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Payables: |
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Customers |
142,080 | 134,907 | ||||||
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Brokers, dealers and clearing organizations |
13,656 | 7,635 | ||||||
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Interest and dividends |
6,541 | 4,746 | ||||||
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Other liabilities and accrued expenses |
26,782 | 24,975 | ||||||
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Long-term borrowings |
171,932 | 144,978 | ||||||
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| 1,160,482 | 1,085,762 | |||||||
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Capital Units |
— | 66 | ||||||
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Commitments and contingencies |
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Shareholders’ equity: |
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Preferred stock |
1,100 | 1,100 | ||||||
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Common stock, $0.01 par value; |
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Shares authorized: 3,500,000,000 at May 31, 2007 and November 30, 2006; |
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Shares issued: 1,211,701,552 at May 31, 2007 and November 30, 2006; |
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Shares outstanding: 1,051,690,047 at May 31, 2007 and 1,048,877,006 at November 30, 2006 |
12 | 12 | ||||||
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Paid-in capital |
2,165 | 2,213 | ||||||
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Retained earnings |
46,256 | 41,422 | ||||||
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Employee stock trust |
5,808 | 4,315 | ||||||
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Accumulated other comprehensive loss |
(119 | ) | (35 | ) | ||||
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Common stock held in treasury, at cost, $0.01 par value; |
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160,011,505 shares at May 31, 2007 and 162,824,546 shares at November 30, 2006 |
(9,903 | ) | (9,348 | ) | ||||
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Common stock issued to employee trust |
(5,808 | ) | (4,315 | ) | ||||
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Total shareholders’ equity |
39,511 | 35,364 | ||||||
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Total liabilities and shareholders’ equity |
$ | 1,199,993 | $ | 1,121,192 | ||||
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See Notes to Condensed Consolidated Financial Statements.
| 2 | ![]() |
MORGAN STANLEY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except share and per share data)
| Three Months Ended May 31, |
Six Months Ended May 31, |
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| 2007 |
2006 |
2007 |
2006 |
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| (unaudited) | (unaudited) | |||||||||||||||
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Revenues: |
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Investment banking |
$ | 1,913 | $ | 1,132 | $ | 3,140 | $ | 2,114 | ||||||||
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Principal transactions: |
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Trading |
4,838 | 3,559 | 8,996 | 6,645 | ||||||||||||
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Investments |
1,004 | 629 | 1,884 | 929 | ||||||||||||
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Commissions |
1,123 | 994 | 2,128 | 1,914 | ||||||||||||
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Fees: |
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Asset management, distribution and administration |
1,596 | 1,321 | 3,075 | 2,589 | ||||||||||||
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Merchant, cardmember and other fees, net |
261 | 277 | 558 | 566 | ||||||||||||
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Servicing and securitization income |
643 | 651 | 1,199 | 1,247 | ||||||||||||
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Interest and dividends |
16,066 | 10,111 | 30,880 | 20,655 | ||||||||||||
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Other |
290 | 125 | 535 | 259 | ||||||||||||
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Total revenues |
27,734 | 18,799 | 52,395 | 36,918 | ||||||||||||
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Interest expense |
16,007 | 9,965 | 29,492 | 19,426 | ||||||||||||
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Provision for consumer loan losses |
204 | 130 | 399 | 285 | ||||||||||||
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Net revenues |
11,523 | 8,704 | 22,504 | 17,207 | ||||||||||||
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Non-interest expenses: |
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Compensation and benefits |
5,218 | 3,802 | 10,210 | 8,044 | ||||||||||||
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Occupancy and equipment |
301 | 236 | 581 | 466 | ||||||||||||
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Brokerage, clearing and exchange fees |
366 | 340 | 727 | 632 | ||||||||||||
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Information processing and communications |
381 | 364 | 750 | 710 | ||||||||||||