SEC Comment Letter for MORGAN STANLEY (MS, MS-PA, MS-PE, MS-PF, MS-PI, MS-PK, MS-PL, MS-PO, MS-PP, MS-PQ) (CIK 0000895421) (MS) — Sep 2, 2010
MORGAN STANLEY (MS, MS-PA, MS-PE, MS-PF, MS-PI, MS-PK, MS-PL, MS-PO, MS-PP, MS-PQ) (CIK 0000895421)
Date: Sept. 2, 2010 · CIK: 0000895421 · Accession: 0000000000-10-051306
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-11758
Referenced dates: July 30, 2010
Letter
September 2, 2010 Ruth Porat Chief Financial Officer Morgan Stanley 1585 Broadway New York, NY 10036
Re: Morgan Stanley Form 10-K for Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Proxy Statement Filed April 12, 2010 Form 8-K Filed April 21, 2010 Form 10-Q for Quarterly Period Ended March 31, 2010 Filed May 7, 2010 File No. 001-11758
Dear Ms. Porat: We have reviewed your response letter dated July 30, 2010 and have the following additional comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.
Ruth Porat Morgan Stanley September 2, 2010 Page 2
Form 10-K
Item 8 Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
4. Fair Value Disclosures, page 135
1. We note your response to our prior comment three. Please tell us how you have complied with Article 9 of Regulation S-X, or tell us how you determined it was appropriate to include yo ur provision for loan losses within Other Revenue.
Form 10-Q for the quarterly period ended June 30, 2010 Financial Statements
Notes to Condensed Consolidated Financial Statements
11. Commitments, Guarantees and Contingencies
Contingencies, page 67
2. We note your response to our prior comment four and your enhanced litigation-related disclosures on page 67 of your June 30, 2010 Fo rm 10-Q. We note your disclosure that you do not believe losses will have a materi al adverse effect on certain financial statements. Please confirm for us and disclose in future filings, if true, that these losses will not have a material effect on the financial statements as a whole, rather than certain individual financial statements. Additionall y, it appears your threshol d for disclosure is whether you can “predict with certainty” what the eventual outcome of the pending matters will be. We do not believe that this criteria is consistent with the guidance in ASC 450. Please either provide a range of loss, which may be aggregated for all of the litigation matters for which you are able to es timate the amount of the loss or range of possible loss, or provide exp licit disclosure that you are unable to estimate the loss or range of possible loss and th e reasons why you are unable to provide an estimate. Furthermore, if you cannot estimate the possibl e loss or range of possible losses, please consider providing additional disclosure th at could allow a reader to evaluate the potential magnitude of the claim.
Ruth Porat Morgan Stanley September 2, 2010 Page 3
You may contact Jennifer Monic k, Senior Staff Accountant, at (202) 551-3295, or me at (202) 551-3438 if you have questions. Sincerely,
Robert Telewicz Senior Staff Accountant
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September 2, 2010 Ruth Porat Chief Financial Officer Morgan Stanley 1585 Broadway New York, NY 10036 Re: Morgan Stanley Form 10-K for Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Proxy Statement Filed April 12, 2010 Form 8-K Filed April 21, 2010 Form 10-Q for Quarterly Period Ended March 31, 2010 Filed May 7, 2010 File No. 001-11758 Dear Ms. Porat: We have reviewed your response letter dated July 30, 2010 and have the following additional comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Ruth Porat Morgan Stanley September 2, 2010 Page 2 Form 10-K Item 8 Financial Statements and Supplementary Data Notes to Consolidated Financial Statements 4. Fair Value Disclosures, page 135 1. We note your response to our prior comment three. Please tell us how you have complied with Article 9 of Regulation S-X, or tell us how you determined it was appropriate to include yo ur provision for loan losses within Other Revenue. Form 10-Q for the quarterly period ended June 30, 2010 Financial Statements Notes to Condensed Consolidated Financial Statements 11. Commitments, Guarantees and Contingencies Contingencies, page 67 2. We note your response to our prior comment four and your enhanced litigation-related disclosures on page 67 of your June 30, 2010 Fo rm 10-Q. We note your disclosure that you do not believe losses will have a materi al adverse effect on certain financial statements. Please confirm for us and disclose in future filings, if true, that these losses will not have a material effect on the financial statements as a whole, rather than certain individual financial statements. Additionall y, it appears your threshol d for disclosure is whether you can “predict with certainty” what the eventual outcome of the pending matters will be. We do not believe that this criteria is consistent with the guidance in ASC 450. Please either provide a range of loss, which may be aggregated for all of the litigation matters for which you are able to es timate the amount of the loss or range of possible loss, or provide exp licit disclosure that you are unable to estimate the loss or range of possible loss and th e reasons why you are unable to provide an estimate. Furthermore, if you cannot estimate the possibl e loss or range of possible losses, please consider providing additional disclosure th at could allow a reader to evaluate the potential magnitude of the claim. Ruth Porat Morgan Stanley September 2, 2010 Page 3 You may contact Jennifer Monic k, Senior Staff Accountant, at (202) 551-3295, or me at (202) 551-3438 if you have questions. Sincerely, Robert Telewicz Senior Staff Accountant