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Margin Stanley Is Back: Bank Must Post $10 Billion In Collateral In Case Of 3 Notch Downgrade

Tyler Durden's picture


Last week it was Bank of America. This time it is the bank once again known as Margin Stanley. From the 10-Q: "In connection with certain OTC trading agreements and certain other agreements associated with the Institutional Securities business segment, the Company may be required to provide additional collateral or immediately settle any outstanding liability balances with certain counterparties in the event of a credit rating downgrade. At March 31, 2012, the following are the amounts of additional collateral, termination payments or other contractual amounts (whether in a net asset or liability position) that could be called by counterparties under the terms of such agreements in the event of a downgrade of the Company’s long-term credit rating under various scenarios: $868 million (A3 Moody’s/A- S&P); $5,177 million (Baa1 Moody’s/ BBB+ S&P); and $7,206 million (Baa2 Moody’s/BBB S&P). Also, the Company is required to pledge additional collateral to certain exchanges and clearing organizations in the event of a credit rating downgrade. At March 31, 2012, the increased collateral requirement at certain exchanges and clearing organizations under various scenarios was $160 million (A3 Moody’s/A- S&P); $1,600 million (Baa1 Moody’s/ BBB+ S&P); and $2,400 million (Baa2 Moody’s/BBB S&P)." As a reminder, on February 15 Moody's warned it’s considering downgrades of US banks and may cut Morgan Stanley as much as, you guessed it, 3 notches. Needless to say this explains why "CEO James Gorman has met with the ratings firm more often than usual in the past quarter." Net - if the firm sees a 3 notch downgrade as warned the hit will be an AIG-shudder inducing $9.6 billion, or one third of the company's market cap, and enough to leave all shareholders wishing they had exposure to Greece, and no exposure to Morgan Stanley.

In some better news, Morgan Stanley reported that is trading magic is back making over $100 million in trading profits on 9 days in the past quarter:

Hopefully the firm is as profitable in the current quarter if indeed Moody's follows through on its threat and crushes the equity value of the company.

All joking aside, Morgan Stanley is so lucky it is a Bank Holding Company and has billions in FDIC-insured deposits to buffer any blow to its balance sheet.  Right?


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Mon, 05/07/2012 - 18:08 | 2404882 Dear Infinity
Dear Infinity's picture

HAHA! Wait for it, they'll be going after customer deposits like Bank Of America did soon enough! Sheila must be crapping her pants!

-Bernank Shmuelle Rockwell (

Mon, 05/07/2012 - 18:40 | 2404969 slewie the pi-rat
slewie the pi-rat's picture

hearken! 0h BiCheZ!

as "counterparties" steals upon the ear...

Mon, 05/07/2012 - 22:22 | 2405374 The Alarmist
The Alarmist's picture

House of Morgan vs. House of Morgan?

Mon, 05/07/2012 - 18:45 | 2404987 sunaJ
sunaJ's picture

I was browsing the biggest losers in the Athens Index today and they are mostly banks - banks with share prices rarely above a couple euros, often below .50 cents.  These were heavy equity hitters a few years ago. It is the same case in America, we are just farther up the spiral.  Does anyone recognize the madness of financial institutions, such as those in America and Greece, that can remain corporately "solvent" right until the complete destruction of not only their customers, but their clients, investors, citizens and society?  Yet we keep them.  We think we need them.  We welcome more destruction and death to preserve them.  Wake up and get out.

Mon, 05/07/2012 - 19:36 | 2405090 SWRichmond
SWRichmond's picture

The article illustrates the real danger of a deleveraging, and how a self-reinforcing deleveraging sucks capital out of the system and into a black hole.  This is why the bubble must be, and will be reinflated at all costs, even at the cost of a hyperinflation.

Does anyone besides me remember the multiple credit lockups that began in November 2008?  The MM break the buck scare, LIBOR lockup, the downgrades of the credit insurers (ACA Capital, etc), etc?  Deleveraging is a bitch.  We fought it last time with the housing bubble and papered over that bubble with CDS.  Remember?  I do.

What will we leverage this time?  The currency itself, bitches.

Mon, 05/07/2012 - 20:04 | 2405130 AccreditedEYE
AccreditedEYE's picture

There isn't enough money... even if Ben used every tree in the world. Gravity will win out in the end.

Mon, 05/07/2012 - 19:20 | 2405057 SheepDog-One
SheepDog-One's picture

WOW many more bank downgrades imminent, surely means GOOD NEWS as equities will drop 1.5% and then the Bernank will have QE-Whatever green lighted. Wahoo!!

Mon, 05/07/2012 - 19:46 | 2405109 lotsoffun
lotsoffun's picture

Sheila checked out.  Get it?  Not everyone supports sociopaths.


Mon, 05/07/2012 - 18:09 | 2404883 cossack55
cossack55's picture

Maybe MS should move its corporate HQ to the edge of the aforementioned Santorini caldera.

Mon, 05/07/2012 - 21:34 | 2405072 Manthong
Manthong's picture

"Must Post $10 Billion In Collateral"

What’s the big deal?

A lousy $10 Billion?.. Can’t they just get Bernanke to type a dozen digits or so on their account? Hell, he does it for just about everyone  else.

Mon, 05/07/2012 - 18:10 | 2404887 chunga
chunga's picture

BAC will be sued by SEC lawyers soon. Count on it.

Mon, 05/07/2012 - 18:35 | 2404959 redpill
redpill's picture

And suits from the SEC against large banks usually wind up with a kind settlement that rhetorically admonishes the bad actors but in practicality legitimizes their fraudulent behavior by imposing a laughably small penalty compared to the working capital of said financial institution (which they borrow for free from the Fed anyway).

Mon, 05/07/2012 - 19:20 | 2405058 chunga
chunga's picture

You're right.

I'm hoping this one will be different; but it probably won't though.

Mon, 05/07/2012 - 20:46 | 2405233 rosiescenario
rosiescenario's picture

.....and the management (bad actors) do not pay the cost of the legal action nor the fine....the poor unfortunate shareholders just get screwed again.


What a joke.....the CEO's appoint boards beholding to them, get exhorbinant salaries, bonuses, and perks....then totally fuck up the companies.

Mon, 05/07/2012 - 20:06 | 2405135 AccreditedEYE
AccreditedEYE's picture

This goes beyond "suit" to something much more important: solvency... and the SEC can't help them out with that.

Mon, 05/07/2012 - 18:11 | 2404893 Rainman
Rainman's picture

'margin stanley'.....I see what you did... very clever.

Mon, 05/07/2012 - 18:16 | 2404899 Benjamin Glutton
Benjamin Glutton's picture

MS should have been closed when they moved derivatives to BAC...both may be deader soon.

Mon, 05/07/2012 - 18:22 | 2404919 navy62802
navy62802's picture

These "banks" should have all perished in 2008, when the crisis hit. Instead, Hank Paulson was able to convince (with help from the bank lobby I'm sure) our Congress to approve a $700 Billion direct bailout. Thus, we have zombie banks. Or more accurately, Schrodinger banks ... both alive and dead at the same time. Balance sheets which spell disaster yet they post profits and survive at the same time. Until these institutions are dead and gone, we will suffer their fate. Even with the valuable gift of time, we have not devised a way to kill these institutions without harming the rest of the economy. In the end, we will end up with a worse disaster than if we had simply allowed these "banks" to fail in the first place. Oh yeah, and we're going to be trillions of dollars poorer when they finally go under.

Mon, 05/07/2012 - 18:28 | 2404934 Dugald
Dugald's picture

Hoisted on your own pitard comes to mind.......

Or Greed is its own reward!

Mon, 05/07/2012 - 18:33 | 2404956 SAT 800
SAT 800's picture

Yes. But it would have caused really, really, bad things to happen all over the financial landscape; the interesting question is not what to do in 2008; when it's basically too late for any "right answer", but how did we got here? And this question is answerable. Whether or not the disaster will be "worse" or not so worse, now than it would have been to let them go bankrupt is probably impossible to determine; but it won't be very nice in any case.

Mon, 05/07/2012 - 18:36 | 2404966 donsluck
donsluck's picture

You have said absolutely nothing. Commit, do you think it would have been better or worse if we didn't zombify the banks? Plus, you make a good point about how it's useless to second guess, especially something over which you have no control, then you go back to second guessing. Commit, what should we shmoes do now?

Mon, 05/07/2012 - 19:00 | 2405021 Matt
Matt's picture

Create a national bank with electronic debit cards, no cash withdraw capability.

Issue one card to every citizen, company, organization.

You can deposit money into it, and spend it from there. You cannot withdraw money, but can transfer it to another bank. You cannot transfer money from another bank account to this account. No fees for check or debit purchases.

If your bank goes under, the balance from your accounts with that bank are automatically added to your national bank account.

Once this is in place, let the banks fall as they will. no more bailouts.

This creates a firewall that prevents bank runs and public panic when banks collapse by insuring that depositors do not lose access to their money; the money instantly ceases to exist at the dead bank and is instantly in the new national bank account.

Once the bank collapses have ended, this national bank automatically winds down; you have 90 days from day X to transfer your money into a stable bank, credit union, trust, etc.



Mon, 05/07/2012 - 20:58 | 2405255 Bobbyrib
Bobbyrib's picture

Are you five years old?

Mon, 05/07/2012 - 23:17 | 2405460 Tijuana Donkey Show
Tijuana Donkey Show's picture

In reality, it is all monopoly money, so why not? If you did this, people wouldn't be afraid of letting the banks tank. I would add that if you owe a bank that failed money, your clear too. In any true accounting setup, you need debits and credits to equal 0.

Tue, 05/08/2012 - 11:41 | 2405579 Matt
Matt's picture

Let's hear your plan then. How to unwind this mess without a civil war, social collapse or totalitarian state? Or perhaps you like TBTF and endless bailouts for banks that take on more and more leverage? 

Of course, you have no actual criticism of the plan, or any thing useful to contribute, so you resort to personal attack. Stay classy.

Mon, 05/07/2012 - 18:53 | 2405008 navy62802
navy62802's picture

This isn't an academic question. It's all too real. The decisions that were made in 2008 were not merely academic, as you seem to suggest. Sure, most Americans feel that the decisions were "academic" because they haven't felt the very real impact yet. But they will. The problem is that our politicians pushed these consequences further down the road with the bank bailouts. In the end, however, we will all face the consequences. There will be much pain and misery. That much is undeniable. But the question is when. When will we finally have to face the pain? Five years? Ten years? Fifteen? I would have rather faced the pain in 2008, when we had trillions less national debt. The longer we wait to face this problem, the more in debt we will be as a nation. And the worse off we are going to be heading into the hard times. You can procrastinate all you want, but eventually, you have to face the music.

Mon, 05/07/2012 - 19:33 | 2405084 DosZap
DosZap's picture


I would have rather faced the pain in 2008, when we had trillions less national debt. The longer we wait to face this problem, the more in debt we will be as a nation.

Brother, how many times does it take?.This game was rigged from the get go, to do exactly whats being done.............GLOBALLY.

Could we have recovered far faster?, hell yes.

Bottom line, that is not their PLAN.


Mon, 05/07/2012 - 20:09 | 2405141 navy62802
navy62802's picture

Guns, ammo, gold, food, clothing, medical supplies. Only response I have to that.

Mon, 05/07/2012 - 18:38 | 2404971 francis_sawyer
francis_sawyer's picture

Yeah ~ but I thought Obama came in with his "Economic DREAM TEAM" & fixed everything...

Mon, 05/07/2012 - 18:15 | 2404900 dksrox
dksrox's picture

Too Big To Downgrade!!!

Mon, 05/07/2012 - 18:18 | 2404903 Josh Randall
Josh Randall's picture

More Turd STAIN-ly, the dirt spot that keeps on surving the spin cycle 

Mon, 05/07/2012 - 18:18 | 2404907 realtick
realtick's picture

The MS chart is a disaster in the making:

Mon, 05/07/2012 - 18:29 | 2404941 Eclipse89
Eclipse89's picture

My grandpa says this chart looks like his sexual performances over years.

Call Bernanke for a ultimate fresh viagra-dollar injections!
(prostate massage included)

Mon, 05/07/2012 - 18:18 | 2404909 Comay Mierda
Comay Mierda's picture


Mon, 05/07/2012 - 18:18 | 2404910 lizzy36
lizzy36's picture


Good thing the Fed approved (latest stress test), MS plan to use CASH to buy another 14% stake in the MS/Smith Barney JV is has with Citigroup.

Mon, 05/07/2012 - 18:47 | 2404993 slewie the pi-rat
slewie the pi-rat's picture

even lordKeynes failed to invent the perpetual motion machine

lordChairsatan is gonna fail beyond belief!

[p.s.  i have known this for a fact, since 1972]

Mon, 05/07/2012 - 23:13 | 2405448 slewie the pi-rat
slewie the pi-rat's picture


Mon, 05/07/2012 - 19:19 | 2405055 NotApplicable
NotApplicable's picture

C'mon Slewie, it's easy.

All ya gotta do is loan yourself the money to buy up all of your loans at 0%.

Remember, the infinite is only possible within boundaries of zero size.

Mon, 05/07/2012 - 23:20 | 2405466 Tijuana Donkey Show
Tijuana Donkey Show's picture

Could Excel handle that? Or would I have to txt it while riding the perpetural motion machine?

Mon, 05/07/2012 - 18:19 | 2404914 Its_the_economy...
Its_the_economy_stupid's picture

Open the Fed window and back up the truck!

Mon, 05/07/2012 - 18:38 | 2404970 Careless Whisper
Careless Whisper's picture

No need for that. They can just borrow the $10 Billion from their facebook friend Mark Z.

Mon, 05/07/2012 - 18:21 | 2404920 Shizzmoney
Shizzmoney's picture

Wait.......the same "Margin Stanley" that is in charge of setting up the IPO for "FraudBook"?

They are over leveraged? You're kidding!!!111

Mon, 05/07/2012 - 18:22 | 2404924 BGO
BGO's picture

$10,000,000,000 is a lot of cashish!

Mon, 05/07/2012 - 18:30 | 2404948 Poetic injustice
Poetic injustice's picture

Not anymore, you need trillion to get to news these days and quadrillion for CNBC show.

Mon, 05/07/2012 - 18:43 | 2404979 francis_sawyer
francis_sawyer's picture

 "A nickle ain't worth a dime anymore"

~Yogi Berra

Mon, 05/07/2012 - 18:23 | 2404925 ghengis86
ghengis86's picture

Not sure what this means...

Is it like when the house calls in it's marker before they let you gamble a few more hours in their casino?

And they crush your market cap instead of knee caps, right?

I think I'm beginning to understand

Mon, 05/07/2012 - 18:28 | 2404939 death_to_fed_tyranny
death_to_fed_tyranny's picture

Couldn't happen to a more deserving Bankster Cartel. STOP PAYING YOUR CREDIT CARDS!

Mon, 05/07/2012 - 18:28 | 2404940 Mugatu
Mugatu's picture

Reminds me of the old Cheech and Chong skit where two Indians run across a shit pile on the trail:

Indian #1 - "MMMM, that looks like moose shit"

Indian #2 - MMMM, (sniffs air) "smells like moose shit"

Indian #1 - MMMM, (reaches down and touches it)  "feels like moose shit"

Indian #2 - MMMM, (bends over and licks it) "tastes like moose shit"

Indian #1 - "Good thing we don't step in it"

Mon, 05/07/2012 - 18:29 | 2404944 rebelscum1967
rebelscum1967's picture

but Crammer sez boo-yah! it's undervalued can't make this shit up.

Mon, 05/07/2012 - 19:38 | 2405091 Money 4 Nothing
Money 4 Nothing's picture

That's Rich!

Mon, 05/07/2012 - 18:37 | 2404949 Caviar Emptor
Caviar Emptor's picture

Baa1 Baa1 black sheep.....


Mon, 05/07/2012 - 18:32 | 2404953 in4mayshun
in4mayshun's picture

Hmmm, unaware that Credit Rating Agencies were still allowed to downgrade TBTF entities. I thought that was declared an act of terrorism.

Mon, 05/07/2012 - 18:36 | 2404961 Poetic injustice
Poetic injustice's picture

Wait until next SEC meeting, or presidential order.

Mon, 05/07/2012 - 18:37 | 2404965 hooligan2009
hooligan2009's picture

somehow I couldn't resist setting this to Don't cry for me Argentina...dunno why..shrugs.


It won't be easy, you'll think it strange
When I try to explain how I feel
That you still need my money after all that you've done

I won't believe you
All I can see is a broker I once knew
Although it's mortgaged to the nines
At sixes and sevens with poo

You had to let it happen, you had to change
Couldn't stay all your life down at heel
Looking out of the window, staying out of the sun

So you chose bail-out
Running around, trying everything new
But nothing impressed me at all
I never expected it to

Don't cry for me Morgan Stanley
The truth is you never left me
All through your wild days
Your mad existence
You broke your promise
Now keep your distance

And as for fortune, and as for fame
You always invited them in
And it seemed to the world they were all you desired

They are illusions
They are not the solutions they promised to be
The answer was here all the time
I hate you and hope you repay me

Don't cry for me Morgan Stanley.....


Mon, 05/07/2012 - 18:36 | 2404967 SAT 800
SAT 800's picture

Oh dear, just when we thought everything was going to be hunky-dory; poor Morgan-Stanley they must be having an unpleasant week.

Mon, 05/07/2012 - 18:38 | 2404968 Stoploss
Stoploss's picture

There goes the website in 3...2...

Mon, 05/07/2012 - 18:41 | 2404977 Tenshin Headache
Tenshin Headache's picture

aaannndd ... it's gone

Mon, 05/07/2012 - 18:45 | 2404986 Psyman
Psyman's picture

But they're too big to fail.  Why make them keep so much cash on the sidelines when they could be using it to generate millions of dollars in profit daily using their HFT systems?


If something goes wrong, they'll get another bail out.

Mon, 05/07/2012 - 19:21 | 2405063 DosZap
DosZap's picture

Does this mean their OUT of the SHORTING the PM's bidness??

My oh, my...................who takes there place?..................Binny n the Jets?

Mon, 05/07/2012 - 18:53 | 2405004 ebworthen
ebworthen's picture


Cramer was on this morning saying Morgan Stanley was undervalued here.

"Buy!  Buy!  Buy!"

Of course, if the FED and Treasury wipes MS's butt with the taxpayers face like they did for AIG et. al. in 2008 then...

Mon, 05/07/2012 - 18:55 | 2405015 fonzannoon
fonzannoon's picture

Why would they downgrade MS 3 notches when they can just not? I mean if it really would deal a big blow to the confidence in financials why do it? Maybe just don't do it? If Moody's has the US at AAA then MS at A somehow makes sense.

Mon, 05/07/2012 - 19:22 | 2405062 NotApplicable
NotApplicable's picture

Maybe Buffet is going to find a place to park some more of his cash in exchange for yet another sweetheart deal?

Mon, 05/07/2012 - 19:40 | 2405098 theTribster
theTribster's picture

These are companies with integrity, they must do what is right regardless of the implications. I know it makes me feel good about my investments, you know, knowing that they have been blessed by the agencies setup to act as God's right hand [end sarc]. Seriously, this all goes according to a script that ends with the banks owning everything on the planet as well as the air around it.

If people really believe that everything that is being done is because their just stupid is, well, stupid (not implying you). Every single thing that can be controlled is controlled, we are watching a scripted set of events unfold that lead to a nasty endpoint and soon. The ratings agencies are (or should be) considered a joke when you consider that they are paid for the opinions (which magically turn into ratings). Admittedly, their ability to control and manage is at its limits and they know it, this is why the recent frenzy of executive orders and beefing up of old bills. The system is about to collapse into a global Greek scenario which will very quickly lead to additional and expanding war - that's guarenteed by history.

Long winded response, probably not a good answer though.  

Mon, 05/07/2012 - 19:08 | 2405032 icanhasbailout
icanhasbailout's picture

Could Jon Corzine be helping them come up with the collateral as we speak?

Mon, 05/07/2012 - 19:18 | 2405053 Bunga Bunga
Bunga Bunga's picture

Just Corzinodize customer accounts, it's completely legal.

Mon, 05/07/2012 - 19:46 | 2405107 midgetrannyporn
midgetrannyporn's picture

Good idea, take all the customer funds and give them to JPM.

Mon, 05/07/2012 - 19:22 | 2405065 Stoploss
Stoploss's picture

This is OT.  Should be interesting, the line is already forming.

Mon, 05/07/2012 - 20:50 | 2405240 LouisDega
LouisDega's picture

No i will not subscribe to FT. 

Tue, 05/08/2012 - 02:18 | 2405612 hooligan2009
hooligan2009's picture


Mon, 05/07/2012 - 19:25 | 2405070 midgetrannyporn
midgetrannyporn's picture

Die Margarine Stanley.

Mon, 05/07/2012 - 19:31 | 2405081 Money 4 Nothing
Money 4 Nothing's picture

Hello, Linda? Hey, Jim Gorman here, what's shakin' Bacon? say... do me a favor and call the Corzinator for the JP Morgan play book.

What? No, he isn't in jail. Yea.. we need to raise some cash quick again.

Buh Bye. 

Mon, 05/07/2012 - 19:53 | 2405115 Quinvarius
Quinvarius's picture

This makes Warren Buffet very angry.  He was certain the puts he sold would expire worthless.  It appears his constant blabbering TV didn't help.

Mon, 05/07/2012 - 20:06 | 2405133 Sutton
Sutton's picture

bBillion dollar margin calls,  So 2008.  Grooovy.  Don't be afraid to keep your money in MS.  Just look at MFG.  

Mon, 05/07/2012 - 20:11 | 2405150 CryingBear
CryingBear's picture


Mon, 05/07/2012 - 21:19 | 2405285 Money 4 Nothing
Money 4 Nothing's picture

I guess hind sight being 20/20. If she made that video years ago she wouldn't have 8 kids right now and the world would seem a bit more normal.

Mon, 05/07/2012 - 23:24 | 2405470 Tijuana Donkey Show
Tijuana Donkey Show's picture

Does she know it's on video? Or is she just polishing that clown car snatch of her's out of boredom?

Mon, 05/07/2012 - 20:13 | 2405155 chump666
chump666's picture

Wow, the Obama  hustle gets student and car loans at super bubble phase.  American banks are walking sh*tbombs full of crap collateral.  But central banks will try and juice the market to keep the stock/trade bull illusion alive. 

One problem though.

We are going down, hard, as begun a week or so back with Asia (creditors) looking f*cked for wear.   That being half of the BRICS, with the main BRIC player (That being China) about to sink.  Will take out Wall Street, more so Morgan Stanley that is obsessed with the Asian growth engine, but they are selling out of HK and Indonesia (bonds) daily

And Europe is rotting.

We are so done. No bailouts Obama, once the car bubble and student loan bubble go and Wall street goes and the world goes...You will not be bailing out any of these losers.  Otherwise America will become one massive OSW movement camped in Washington and at the Fed.

Mon, 05/07/2012 - 21:09 | 2405268 Bobbyrib
Bobbyrib's picture

They'll do it anyway.

Mon, 05/07/2012 - 20:48 | 2405237 rosiescenario
rosiescenario's picture

We should follow China's example....if you are a banker and commit fraud, you get a bullet in the head.


In the U.S. are a banker and commit fraud and the company pays for everything while all the shareholders get hosed.....and then the board gives you another 7 figure bonus.

Mon, 05/07/2012 - 23:24 | 2405473 Tijuana Donkey Show
Tijuana Donkey Show's picture

We should follow China's example....if you are a unconnected banker and commit fraud, you get a bullet in the head.

Fixed that

Mon, 05/07/2012 - 21:06 | 2405265 Todd Horlbeck
Todd Horlbeck's picture

I disagree with the author:  If the downgrade happens MS will have a 15 billion market cap.  Then they will issue shares.  The dilution will be far more than 30%, more like 60%. This stock could be below 5.

Tue, 05/08/2012 - 00:14 | 2405533 hedgehog9999
hedgehog9999's picture

And also, customers will take thier money out (that's what I would do) for fear of being Corzined, this might set off a chain of events not unlike what happened when Lehman was vaporized.............

and then gobbled up by the rest of the banking establishment, 1 less competitor.  to worry about...

Mon, 05/07/2012 - 23:11 | 2405444 Chippewa Partners
Chippewa Partners's picture

this isn't rocket science........geez, just get Gorman to move some customer funds over and let him tell the world he just can't remember a thing.......he knows nothing.

Tue, 05/08/2012 - 00:27 | 2405543 Money 4 Nothing
Money 4 Nothing's picture


Tue, 05/08/2012 - 05:44 | 2405714 NuYawkFrankie
NuYawkFrankie's picture






Places you do not want to be.

Tue, 05/08/2012 - 08:50 | 2405993 InExile
InExile's picture

Sometimes I cant believe the stupidity of the commentary.  MS has $179Bn of liquidity with $71Bn at the HoldCo.  Yawn.  Not a ton of impact from the Moody's downgrade. 

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