At year-end 2003, Freddie Mac's total mortgage portfolio reached a total principal of $1.4 trillion. The U.S. government did not explicitly back Freddie Mac, a stockholder-owned organization, but investors were said to perceive some degree of implicit government backing. After its success in the 1990s, Freddie Mac made maintaining steady earnings growth in the mid-teens an explicit goal through interest rate risk management. To smooth earnings in a changing interest rate environment, Freddie Mac prided itself on modeling, measuring, and managing credit and interest rate risk. Significant resources were devoted to developing sophisticated, quantitative risk modeling and solutions. Interest rate risk was reduced largely through the use of interest rate swaps and swaptions. The motivation to smooth earnings was inherent in Freddie Mac's culture and caused business problems: The operations (e.g., accounting, audit, etc.) of the organization were not well supported, executive compensation was tied to meeting earnings estimates, and employees involved in developing creative accounting solutions to manage earnings were thought of as "first-class citizens." On January 22, 2003, Freddie Mac announced it would restate earnings for 2002, 2001, and possibly 2000. The following June, the Office of Federal Housing Enterprise Oversight (OFHEO), Freddie Mac's regulator, began an examination of Freddie Mac's culture and the events leading up to the restatement. OFHEO determined that Freddie Mac had neglected operations risk management when managing interest rate risk and earnings, leaving room for accounting and disclosure issues. How should investors view the events leading up to the $5 billion restatement and Freddie Mac's management of interest rate risk and operations risk?

In mid-2003, Morgan Stanley and JPMorgan launched a number of structured credit products that had exposure to correlations in the credit risks of the firms underlying the TRAC-X index: tranched TRAC-X NA, tranched TRAC-X Europe, and options on both TRAC-X NA and TRAC-X Europe. The values of these TRAC-X derivatives were determined by some key parameters: the probabilities of default of each of the firms covered in the index, the recovery rates of the underlying corporate debt instruments in the event of default, and credit risk correlations among the underlying firms (plus, the value of TRAC-X options was also influenced by the volatility of CDS premiums). Tranched TRAC-X and other tranched products were often quoted in the market at prices that were expressed through an implied correlation parameter. Among the issues facing Morgan Stanley's Lewis O'Donald was the implication of the "implied correlation" quotations on the tranched products. Taken at face value, the quotations available in the market seemed to indicate that different tranches on the same underlying index of firms were trading at different implied default correlations. The market prices of the different tranches implied different default correlations for the same set of underlying firms--meaning that credit protection for the same set of underlying firms could be bought or sold at prices that assumed that the defaults of the underlying firms were correlated differently from the viewpoint of different tranches. This correlation skew across the different TRAC-X tranches represented a form of pricing discrepancy.

With the increased liquidity in markets for credit derivatives around the turn of the century, coupled with dramatically increased corporate default rates, fixed-income investors and buyers of credit protection were receptive to a new generation of structured credit products that would further enhance their abilities to transfer credit risk efficiently, especially products offering improved liquidity and diversification. In April 2003, Morgan Stanley partnered with JPMorgan to co-market and co-design a suite of credit indices. Their first product, named TRAC-X, was a portfolio of underlying, single-name, credit default swaps. To enhance liquidity and make TRAC-X the new benchmark for credit trading, Morgan Stanley and JPMorgan offered to make two-sided markets (subject to market conditions) at bounded bid-offer spreads and licensed TRAC-X to other dealers. In early 2004, Lisa Watkinson was the executive director and global product manager for credit default swap and credit indexation products at Morgan Stanley in New York, responsible for the development and marketing of all credit derivatives and credit indexation products globally. Recently, the TRAC-X products had faced criticism in the market and, opportunistically, competing basket credit products had been launched. Although Morgan Stanley was still at the leading edge of an explosive and profitable line of structured credit products, Watkinson faced significant business development risk, trying to maintain the liquidity associated with her first-mover advantage.