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MORGAN STANLEY FINANCE LLC
Annual Financial Report
December 31, 2024
MORGAN STANLEY FINANCE LLC
TABLE OF CONTENTS
Directors’ Report
Directors’ Responsibility Statement
Independent Auditor’s Report
Statements of Financial Condition
Statements of Comprehensive Loss
Statements of Cash Flows
Statements of Changes in Member’s Deficit
Notes to Financial Statements
Glossary of Common Terms and Acronyms
                                                                                                                                                                                        1
MORGAN STANLEY FINANCE LLC
DIRECTORS’ REPORT
Year ended December 31, 2024
The Directors present their report and financial Statements
(which comprise the Statements of Financial Condition, the
Statements of Comprehensive Loss, the Statements of Cash
Flows, the Statements of Changes in Member’s Deficit and the
related notes as well as a glossary of common terms and
acronyms for Morgan Stanley Finance LLC (the “Company”) for
the year ended December 31, 2024.
RESULTS AND DIVIDENDS
The comprehensive Loss for the twelve months was
$393,000,000 (December 31, 2023: $547,000,000).
During the period, no dividends were paid or proposed.
PRINCIPAL ACTIVITY
The Company is wholly owned by Morgan Stanley (the
“Parent”), which together with its consolidated subsidiaries, form
“the Firm”.
The principal activity of the Company is the issuance of
Borrowings (“Structured Notes”), the cash proceeds being lent to
its Parent and the hedging of the obligations arising pursuant to
such issuances.
The Company was established under Delaware law on March 27,
2002. The business office of the Company is at 1585 Broadway,
New York, NY 10036, U.S.A.
FUTURE OUTLOOK
There have not been any significant changes in the Company’s
principal activity during the year and no significant change is
expected.
BUSINESS REVIEW
The Company is a “finance subsidiary” of the Parent, as defined
in SEC Regulation S-X. The Company issues Structured Notes to
the marketplace that are fully and unconditionally guaranteed by
the Parent. Proceeds from issuances are lent to the Parent in the
form of Intercompany notes.
The Company has a rating of A- from S&P.
The issuance of Structured Notes exposes the Company to
various types of risk including foreign exchange, equity, interest
rate, and commodities risk. The Company hedges these risks
through the use of derivative instruments.
The Statements of Comprehensive Loss for the twelve months is
set out on page 8 of the audited financial statements. The
Company made profits of $6,000,000 during the year which is
driven by interest income from other Morgan Stanley entities.
In the year, Structured Notes that are measured at fair value
pursuant to the fair value option election requires presenting
unrealized DVA of $399,000,000 as ‘Other comprehensive loss’
in the Statements of Comprehensive Loss.
The Statements of Financial Condition for the Company is set
out on page 7 of the audited financial statements. At
December 31, 2024 the Company’s total assets were
$47,947,000,000, an increase of $7,543,000,000 or 19%
compared to December 31, 2023 and total liabilities were
$48,623,000,000 an increase of $7,936,000,000 or 20%,
compared to December 31, 2023.
The changes to the Statements of Comprehensive Loss and
Financial Condition are in line with the Company’s primary
activity during the period due to growth of the business.
The performance of the Company is included in the results of the
Firm, which are disclosed in the Firm’s Annual Report on Form
10-K and quarterly on Form 10Q to the SEC. The Firm manages
its key performance indicators on a global basis but in
consideration of individual legal entities. For this reason, the
Company’s Directors believe that providing further performance
indicators for the Company itself would not enhance an
understanding of the development, performance or position of
the business of the Company.
The risk management section below sets out the Firm's policies
for the management of significant business risks.
Risk Management
The Company’s risk management practices are aligned with
those of the Firm. These practices are administered on a
coordinated global and legal entity basis with consideration
given to the Company’s specific internal capital requirements.
Risk is an inherent part of the Firm’s business and activities.
Management believes effective risk management is vital to the
success of the Firm’s business activities. Accordingly, the Firm
has policies and procedures in place to identify, assess, monitor
and manage the significant risks involved in the activities of its
business and support functions. The principal risks involved in
the Company’s business activities include market, credit,
operational, model and liquidity risk.
The cornerstone of the Firm’s risk management philosophy is the
pursuit of risk-adjusted returns through prudent risk-taking that
protects the Firm’s capital base and franchise. This philosophy is
implemented utilizing five key principles: integrity,
comprehensiveness, independence, accountability, and
transparency. To help ensure the efficacy of risk management,
which is an essential component of the Firm’s reputation, senior
management requires thorough and frequent communication and
the appropriate escalation of risk matters. The fast-paced,
complex, and constantly-evolving nature of global financial
markets requires the Firm to maintain a risk management culture
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MORGAN STANLEY FINANCE LLC
DIRECTORS’ REPORT
Year ended December 31, 2024
that is incisive, knowledgeable about specialized products and
markets, and subject to ongoing review and enhancement.
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, the
Company incurs market risk as a result of trading, investing and
client facilitation activities, principally within the Institutional
Securities business segment where the substantial majority of the
Company’s market risk exposure is generated.
The Company has exposures to a wide range of risks relating to
interest rates, equity prices, commodities and foreign exchange
rates as well as the associated implied volatilities and spreads of
the global markets in which the Company conducts its trading
activities.
Sound market risk management is an integral part of the Firm’s
culture. The various business units and trading desks are
responsible for ensuring that market risk exposures are well-
managed and prudent. The control groups help ensure that these
risks are measured and closely monitored and are made
transparent to senior management. The Market Risk Department
(“MRD”) is responsible for ensuring transparency of material
market risks, monitoring compliance with established limits and
escalating risk concentrations to appropriate senior management.
To execute these responsibilities, MRD monitors the Company’s
risk against limits on aggregate risk exposures, performs a
variety of risk analyses, routinely reports risk summaries, and
maintains VaR and scenario analysis systems. Market risk is also
monitored through various measures: by use of statistics
(including VaR); by measures of position size and sensitivity;
and through routine stress testing, which measures the impact on
the value of existing portfolios of specified changes in market
factors, and scenarios designed by MRD in collaboration with
business units.
Credit Risk
Credit risk refers to the risk of loss arising when a borrower,
counterparty or issuer does not meet its financial obligations to
the Company. The Company primarily incurs credit risk
exposure to institutions and individuals. This risk may arise from
a variety of business activities, including, but not limited to,
entering into swap or other derivative contracts under which
counterparties have obligations to make payments to the
Company; and providing short- or long-term funding that is
secured by financial collateral whose value may at times be
insufficient to fully cover the repayment amount. This type of
risk requires credit analysis of specific counterparties, both
initially and on an ongoing basis. The Company also incurs
credit risk in traded securities and whereby the value of these
assets may fluctuate based on realized or expected defaults on
the underlying obligations or loans.
The Credit Risk Management Department (“CRM”) establishes
practices to evaluate, monitor and control credit risk exposure
both within and across its business activities. The Company’s
credit risk exposure is actively managed by CRM, which
monitors risk exposures, including margin loans and credit
sensitive, higher-risk transactions. CRM is responsible for
ensuring timely and transparent communication of material
credit risks, compliance with established limits, and escalation of 
risk concentrations to appropriate senior management.
Operational Risk
Operational risk refers to the risk of loss, or of damage to the
Firm’s reputation, resulting from inadequate or failed processes
or systems, human factors or external events (e.g. cyber attacks
or third-party vulnerabilities) that may manifest as, for example,
loss of information, business disruption, theft and fraud, legal
and compliance risks, or damage to physical assets. The
Company may incur operational risk across the full scope of its
business activities, including revenue-generating activities (e.g.
sales and trading) and control groups (e.g. information
technology and trade processing).
The Firm’s operational risk framework is established to identify,
measure, monitor and control risk. Effective operational risk
management is essential to reducing the impact of operational
risk incidents and mitigating legal, regulatory and reputational
risks. The framework is continually evolving to account for
changes in the Firm and to respond to the changing regulatory
and business environment.
Cybersecurity
The Firm’s cybersecurity and information security policies,
procedures, and technologies are designed to protect the
Company’s own client and employee data against unauthorized
disclosure, modification or misuse and are also designed to
address regulatory requirements. These policies and procedures
cover a broad range of areas, including: identification of internal
and external threats, access control, data security, protective
controls, detection of malicious or unauthorized activity, incident
response and recovery planning.
Model Risk
Model risk is 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 the Company’s or the Firm’s
reputation. The risk inherent in a model is a function of the
materiality, complexity and uncertainty around inputs and
assumptions.
                                                                                                                                                                                        3
MORGAN STANLEY FINANCE LLC
DIRECTORS’ REPORT
Year ended December 31, 2024
Model risk is generated from the use of models impacting
financial statements, regulatory filings, capital adequacy
assessments and the formulation of strategy.
Sound model risk management (“MRM”) is an integral part of
the Firm’s Risk Management Framework. The MRM is a distinct
department in Risk Management responsible for the oversight of
model risk.
MRM establishes a model risk tolerance in line with the Firm’s
risk appetite. The tolerance is based on an assessment of the
materiality of the risk of financial loss or reputational damage
due to errors in design, implementation and/or inappropriate use
of models. The tolerance is monitored through model-specific
and aggregate business-level assessments, which are based upon
qualitative and quantitative factors.
The effective challenge of models consists of critical analysis by
objective, informed parties who can identify model limitations
and assumptions and drive appropriate changes. The MRM
provides effective challenge of models, independently validates
and approves models for use, annually recertifies models,
periodically revalidates, identifies and tracks remediation plans
for model limitations, and reports on model risk metrics. The
department also oversees the development of controls to support
a complete and accurate Firmwide model inventory.
Liquidity Risk
Liquidity risk refers to the risk that the Company will be unable
to finance its operations due to a loss of access to the capital
markets or difficulty in liquidating its assets. Liquidity risk also
encompasses the Company’s ability (or perceived ability) to
meet its financial obligations in a timely manner without
experiencing significant business disruption or reputational
damage that may threaten its viability as a going concern.
Generally, the Company incurs liquidity and funding risk as a
result of its trading, lending and client facilitation activities.
The Firm’s Liquidity Risk Management Framework is critical to
help ensure that the Firm maintains sufficient liquidity reserves
and durable funding sources to meet the Firm’s daily obligations
and to withstand unanticipated stress events.The Liquidity Risk
Department (“LRD”) ensures transparency of material liquidity
and funding risks, compliance with established risk limits and
escalation of risk concentrations to appropriate senior
management.
To execute these responsibilities, the Liquidity Risk Department
establishes limits in line with the Firm’s risk appetite, identifies
and analyses emerging liquidity and funding risks to ensure such
risks are appropriately mitigated, monitors and reports risk
exposures against metrics and limits, and reviews the
methodologies and assumptions underpinning its Liquidity Stress
Tests to ensure sufficient liquidity and funding under a range of
adverse scenarios.
Going Concern
Retaining sufficient liquidity and capital to withstand market
pressures remains central to the Firm’s strategy. The Company
issues structured notes to the marketplace that are fully and
unconditionally guaranteed by the Parent. Proceeds from
issuances are lent to the Parent in the form of Intercompany
notes. Due to the risk neutral nature of the business, the
Company does not maintain significant liquidity or capital.
Additionally, the Company has access to Firm capital and
liquidity as required.
Taking all of these factors into consideration, the Directors
believe it is reasonable to assume that the Company will have
access to adequate resources to continue in operational existence
for the foreseeable future.  Accordingly, they continue to adopt
the going concern basis in preparing the audited financial
statements.
DIRECTORS
The following Directors held office throughout the year and to
the date of approval of this report (except where otherwise
shown):
Kevin Woodruff
Joshua Schanzer
Naml Lewis (appointed on 24 May 2024)
EVENTS AFTER THE REPORTING DATE
There have been no significant events since the reporting date.
AUDIT COMMITTEE
The Company is not required to have an audit committee
separate from that of its Parent.
AUDITOR
Deloitte & Touche LLP will continue as auditor of the Company.
Approved and signed on behalf of the Board by:
/s/ Kevin Woodruff
_______________________________
Kevin Woodruff, President
                                                                                                                                                                                        4
MORGAN STANLEY FINANCE LLC
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors, Kevin Woodruff, Joshua Schanzer and Naml
Lewis, confirm to the best of their knowledge:
the financial statements have been prepared in
accordance with accounting principles generally
accepted in the United States of America (“U.S.
GAAP”) and give a true and fair view of the
assets, liabilities, financial position and profit or
loss of the Company; and
the financial statements are prepared in compliance
with the European Single Electronic Format
Regulatory Technical Standard (“ESEF RTS”). In
preparing the Company’s financial statements in
compliance with ESEF RTS, the Directors are
required to file the financial statements in a valid
xHTML format; and
the management report represented by the
Directors’ report includes a fair review of the
development and performance of the business that
have occurred during the twelve months ended
December 31, 2024 and the position of the
Company together with a description of the
principal risks and uncertainties that the Company
faces.
Approved by the Board and signed on its behalf by:
/s/ Kevin Woodruff
_________________________________________
Name: Kevin Woodruff
Title: President and Director
                                                                                                                                                                                        5
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of
Morgan Stanley Finance, LLC
Opinion
We have audited the financial statements of Morgan Stanley Finance, LLC (the “Company”), a wholly owned subsidiary of Morgan
Stanley (the “Parent”), which comprise the Statements of Financial Condition as of December 31, 2024 and December 31, 2023, and
the related Statements of Comprehensive Loss, Cash Flows, and Changes in Member’s Deficit for the years then ended, and the
related notes to the financial statements (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as
of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with
accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance
with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting
principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control
relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the
aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the
financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will
always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they
would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and
perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by
management, as well as evaluate the overall presentation of the financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about
the Company's ability to continue as a going concern for a reasonable period of time.
                                                                                                                                                                                        6
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit, significant audit findings, and certain internal control-related matters that we identified during the audits.
Emphasis of Matter
We draw attention to Note 3 of the financial statements, which describes the fact that the activities of the Company include significant
transactions with affiliates and may not necessarily be indicative of the conditions that would have existed or the results of operations
if the Company had operated as an unaffiliated business. Our opinion is not modified with respect to this matter.
Report on Other Legal and Regulatory Requirements — European Single Electronic Format
In connection with the Company’s listing requirements with the Luxembourg Stock Exchange, management is responsible for
preparing the financial statements in compliance with the requirements set forth in Article 3 of the Delegated Regulation 2019/815 on
European Single Electronic Format (ESEF Regulation). The requirements set forth in the ESEF Regulation that are relevant to the
Company relate to the financial statements being prepared using a valid eXtensible HyperText Markup Language (XHTML) format.
As part of our assessment as to whether the financial statements are prepared, in all material respects, in accordance with the
requirements set forth in the ESEF Regulation that are relevant to the Company, we have performed tests of the Company’s
compliance with the requirement to prepare the financial statements using a valid XHTML format. In our opinion, the financial
statements, identified as “MSF-2024-en.xhtml, have been prepared, in all material respects, in accordance with the requirements set
forth in the ESEF Regulation that are relevant to the Company insofar as it relates to the preparation of the financial statements in a
valid XHTML format
Other Information Included in the Annual Directors’ Report
Management is responsible for the other information included in the Annual Directors’ report. The other information comprises the
information included in the Annual Directors’ report but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of
assurance thereon.
In connection with our audits of the financial statements, our responsibility is to read the other information and consider whether a
material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to
be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other
information exists, we are required to describe it in our report.
/s/ Deloitte & Touche LLP
_________________________________________
New York, New York
April  29, 2025
7
MORGAN STANLEY FINANCE LLC
STATEMENTS OF FINANCIAL CONDITION
(In millions of dollars, except where noted)
At December 31,
2024
At December 31,
2023
Assets
Cash
$4
$5
Receivables:
Broker dealers
3
3
Notes receivable from Parent
47,890
40,290
Intercompany from Parent
50
106
Total Assets
$47,947
$40,404
Liabilities
Trading liabilities at fair value
$151
$528
Payables:
Broker dealers
45
80
Interest
110
80
Borrowings  (includes $48,124 and $39,800 at fair value)
48,317
39,999
Total Liabilities
$48,623
$40,687
Commitments and contingent liabilities (See Note 8)
Member’s deficit:
Additional paid-in capital
40
40
Retained earnings
13
7
Accumulated other comprehensive loss
(729)
(330)
Total Member’s deficit
(676)
(283)
Total Liabilities and Member’s deficit
$47,947
$40,404
8
MORGAN STANLEY FINANCE LLC
STATEMENTS OF COMPREHENSIVE LOSS
(In millions of dollars, except where noted)
2024
2023
Revenues
Trading(1)
$(2,106)
$(1,840)
Interest income
2,459
2,080
Total Revenues
353
240
Expenses
Interest expense
347
237
Total Expenses
347
237
Income before taxes
6
3
Net income
6
3
Other comprehensive loss
(399)
(550)
Comprehensive loss
$(393)
$(547)
(1)    Trading revenues comprise related party and non-related party components. For further information see notes 3 and 5
9
MORGAN STANLEY FINANCE LLC
STATEMENTS OF CASH FLOWS
(In millions of dollars, except where noted)
2024
2023
Cash flows from operating activities:
Net income
$6
$3
Adjustments to reconcile net income to net cash provided by operating activities:
Net changes in asset and liabilities:
Trading liabilities, net of Trading assets
2,680
769
Broker dealers
(35)
25
Intercompany (Parent)
56
5
Interest
30
43
Net cash provided by operating activities
2,737
845
Cash flows from investing activities:
Net payments for:
Notes receivable from Parent
(8,544)
(3,529)
Net cash used for investing activities
(8,544)
(3,529)
Cash flows from financing activities:
Proceeds from:
Borrowings
29,742
17,377
Payments for:
Borrowings
(23,936)
(14,689)
Net cash provided by financing activities
5,806
2,688
Net (decrease) / increase in cash
(1)
4
Cash at beginning of the period
5
1
Cash at end of the period
$4
$5
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest
$311
$189
10
MORGAN STANLEY FINANCE LLC
STATEMENTS OF CHANGES IN MEMBER’S DEFICIT
(In millions of dollars, except where noted)
Additional paid-
in capital
Retained earnings
Accumulated other
comprehensive loss
Total member's 
deficit
Balance, December 31, 2022
$40
$4
$220
$264
Net change in member's deficit
3
(550)
(547)
Balance, December 31, 2023
$40
$7
$(330)
$(283)
Net change in member's deficit
6
(399)
(393)
Balance, December 31, 2024
$40
$13
$(729)
$(676)
11
MORGAN STANLEY FINANCE LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED 31 DECEMBER 2024 AND 2023
(In millions of dollars, except where noted)
1. Introduction and Basis of Presentation
The Company
Morgan Stanley Finance LLC (the “Company”), a single
member limited liability corporation, is a wholly owned
subsidiary of Morgan Stanley (the “Parent”).
The Company is a “finance subsidiary” of the Parent, as defined
in SEC Regulation S-X. The Company issues structured notes to
the marketplace that are fully and unconditionally guaranteed by
the Parent. Proceeds from issuances are lent to the Parent in the
form of Intercompany notes.
In 2024, the Company received a rating of A- from S&P. See the
“Glossary of Common Terms and Acronyms” for the definition
of certain terms and acronyms used throughout the notes to the
financial statements.
Basis of Financial Information
The audited financial statements are prepared in accordance with
U.S. GAAP, which requires the Company to make estimates and
assumptions regarding the valuations of certain financial
instruments, the outcome of legal matters, and other matters that
affect the financial statements and related disclosures. The
Company believes that the estimates utilized in the preparation
of its financial statements are prudent and reasonable. Actual
results could differ materially from these estimates. The notes are
an integral part of the Company’s financial statements.
The Company has evaluated subsequent events for adjustment to
or disclosure in the financial statements through April 29, 2025,
the date on which the financial statements are available to be
issued, and the Company has not identified any recordable or
disclosable events, not otherwise reported in the financial
statements or the notes thereto.
2. Significant Accounting Policies
Revenue Recognition
Trading
See “Fair Value of Financial Instruments” below for Trading
revenue recognition discussions.
Fair Value of Financial Instruments
Instruments within Trading assets and Trading liabilities are
measured at fair value, either as required or allowed by
accounting guidance. These financial instruments represent
derivatives the Company enters into with Parent to economically
hedge its Borrowings, which are primarily structured notes.
Gains and losses on instruments carried at fair value are reflected
in Trading revenues in the Company’s Statements of
Comprehensive Loss.
The fair value of OTC financial instruments, including derivative
contracts related to financial instruments is presented in the
accompanying Statements of Financial Condition on a net-by-
counterparty basis, when appropriate.
Fair Value Option
The Company has elected the fair value option for certain
Borrowings (structured notes) 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.
Fair Value Measurement – Definition and Hierarchy
Fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability (i.e., the “exit price”) in an
orderly transaction between market participants at the
measurement date.
Fair value is a market-based measure considered from the
perspective of a market participant rather than an entity-specific
measure. Therefore, even when market assumptions are not
readily available, assumptions are set to reflect those that the
Company believes market participants would use in pricing the
asset or liability at the measurement date. Where the Company
manages a group of financial assets, financial liabilities and non
financial items accounted for as derivatives on the basis of its net
exposure to either market risk or credit risk, the Company
measures the fair value of that group of financial instruments
consistently with how market participants would price the net
risk exposure at the measurement date.
In determining fair value, the Company uses various valuation
approaches and establishes a hierarchy for inputs used in
measuring fair value that requires the most observable inputs be
used when available.
Observable inputs are inputs that market participants would use
in pricing the asset or liability that were developed based on
market data obtained from sources independent of the Company.
Unobservable inputs are inputs that reflect assumptions the
Company believes other market participants would use in pricing
the asset or liability that are developed based on the best
information available in the circumstances. The fair value
hierarchy is broken down into three levels based on the
observability of inputs as follows, with Level 1 being the highest
and Level 3 being the lowest:
Level 1. Valuations based on quoted prices in active markets that
the Company has the ability to access for identical assets or
liabilities. Valuation adjustments, block discounts and discounts
for entity-specific and contractual restrictions that would not
transfer to market participants are not applied to Level 1
12
instruments. Since valuations are based on quoted prices that are
readily and regularly available in an active market, valuation of
these products does not entail a significant degree of judgment.
Level 2. Valuations based on quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or similar
assets or liabilities in inactive markets, significant market inputs
other than quoted prices that are observable for the asset or
liability, or market-corroborated inputs.
Level 3. Valuations based on inputs that are unobservable and
significant to the overall fair value measurement.
The availability of observable inputs can vary from product to
product and is affected by a wide variety of factors, including,
the type of product, whether the product is new and not yet
established in the marketplace, the liquidity of markets and other
characteristics particular to the product. To the extent that
valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value
requires more judgment. Accordingly, the degree of judgment
exercised by the Company in determining fair value is greatest
for instruments categorized in Level 3 of the fair value hierarchy.
The Company considers prices and inputs that are current as of
the measurement date, including during periods of market
dislocation. In periods of market dislocation, the observability of
prices and inputs may be reduced for many instruments. This
condition could cause an instrument to be reclassified from Level
1 to Level 2 or from Level 2 to Level 3 of the fair value
hierarchy. For additional information, see Note 4.
In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy. In such cases, the
total fair value amount is disclosed in the level appropriate for
the lowest level input that is significant to the total fair value of
the asset or liability.
Valuation Techniques
OTC derivative contracts have bid and ask prices that can be
observed in the marketplace. Bid prices reflect the highest price
that a party is willing to pay for an asset. Ask prices represent the
lowest price that a party is willing to accept for an asset. The
Company carries positions at the point within the bid-ask range
that meets its best estimate of fair value. For offsetting positions
in the same financial instrument, the same price within the bid-
ask spread is used to measure both the long and short positions.
Fair value for OTC derivative contracts is derived using pricing
models. Pricing models take into account the contract terms, as
well as multiple inputs, including, where applicable, commodity
prices, equity prices, interest rate yield curves, credit curves,
correlation, creditworthiness of the counterparty,
creditworthiness of the Firm, option volatility and currency rates.
Where appropriate, valuation adjustments are made to account
for various factors such as liquidity risk (bid-ask adjustments),
credit quality, model uncertainty and concentration risk and
funding in order to arrive at fair value. Adjustments for liquidity
risk adjust model-derived mid-market amounts of Level 2 and
Level 3 financial instruments for the bid-mid or mid-ask spread
required to properly reflect the exit price of a risk position. Bid-
mid and mid-ask spreads are marked to levels observed in trade
activity, broker quotes or other external third-party data. Where
these spreads are unobservable for the particular position in
question, spreads are derived from observable levels of similar
positions.
The Company applies credit-related valuation adjustments to its
Borrowings (structured notes) for which the fair value option
was elected. The Company considers the impact of changes in its
own credit spreads based upon observations of the secondary
bond market spreads when measuring the fair value for
Borrowings. Such credit risk considerations do not impact the
valuation of derivative transactions with the Parent as credit risk
would not impact the exit price.
Adjustments for model uncertainty are taken for positions whose
underlying models are reliant on significant inputs that are
neither directly nor indirectly observable, hence requiring
reliance on established theoretical concepts in their derivation.
These adjustments are derived by making assessments of the
possible degree of variability using statistical approaches and
market-based information where possible.
See Note 4 for a description of valuation techniques applied to
the major categories of financial instruments measured at fair
value.
Interest Income and Expense
Interest income and Interest expense are accrued for interest-
earning assets and interest-bearing liabilities, including Notes
receivable, Receivables and Payables with the Parent, and
Borrowings.
Interest income and Interest expense are recorded within the
Company’s Statements of Comprehensive Loss depending on the
nature of the instrument and related market conventions. When
interest is included as a component of the instrument’s fair value,
interest is included within Trading revenues. Otherwise, it is
included within Interest income or Interest expense.
Offsetting of Derivative Instruments
In connection with its derivative activities with the Parent, the
Company enters into a master netting agreement with the Parent.
This agreement provides the Company with the right, in the
event of a default by the Parent, to net Parent’s rights and
obligations under the agreement and to liquidate and set off cash
collateral against any net amount owed by the Parent.
For further information related to offsetting of derivatives, see
Note 6.
13
Income Taxes
The Company is a single-member limited liability company that
is treated as a disregarded entity for federal income tax purposes.
All current and deferred taxes have been accrued by the Parent.
Receivables from and Payables to Broker Dealers
Receivables from and Payables to Broker Dealers include
unsettled amounts related to Borrowings (structured notes) as
well as amounts for securities failed to deliver, through its broker
dealer affiliates, by the Company to the purchaser or failed to
receive by the Company from the seller by the settlement date.
Foreign Currencies
Gains or losses resulting from remeasurement of foreign
currency transactions are included in Trading revenues.
Segment Reporting
The Company represents a single operating and reportable
segment based upon the nature of the financial products and
services provided to customers and its management structure,
which is consistent with the approach used by the Company’s
chief operating decision maker (“CODM”) to assess the
Company’s financial performance and make key operating
decisions as a whole. The Company’s CODM is its President,
who evaluates the Company’s performance primarily based on
the profit measure, Income before taxes. The segment
performance measure is consistent with the amount presented in
the Company’s Statements of Comprehensive Loss.
Accounting Development Updates
The FASB has issued certain accounting updates that apply to
the Company. Accounting updates not listed below were
assessed and determined to be either not applicable or to not
have a material impact on the Company’s financial statements.
Segment Reporting: The Company adopted the Segment
Reporting - Improvements to Reportable Segment Disclosures in
2024. This accounting update requires additional reportable
segment disclosure on an annual and interim basis, primarily
about significant items that are regularly provided to the chief
operating decision maker and included with the reported measure
of segment profit or loss. This update does not change how
operating segments are identified or aggregated, or how
quantitative thresholds are applied to determine the reportable
segments.
3. Related Party Transactions
Notes receivable from Parent represents the proceeds from
Borrowings (structured notes) which are lent to the Parent and
accrue interest income at rates established by the treasury
function of the Parent and its consolidated subsidiaries (the
“Firm”).
Intercompany receivables from Parent represents additional
funding provided to the Parent which is unsecured and bears
interest at the rate of interest that the firm incurs in funding its
business (the “Firm proxy rate”).
Receivables from and payables to Broker dealers represent
unsettled amounts related to Borrowings (structured notes) that
broker dealer affiliates distribute for the Company. These
receivables are unsecured and payable on demand.
Trading liabilities and the associated Trading revenues mainly
represent OTC derivative transactions the Company enters into
with the Parent to economically hedge its Borrowings (structured
notes) as well as any mark to market movements on those OTC
derivative transactions.
Interest income and expense are calculated daily based on the
Notes receivable and Intercompany receivables from and
payables to the Parent.
The activities of the Company include significant transactions
with affiliates and may not necessarily be indicative of the
conditions that would have existed or the results of operations if
the Company had operated as an unaffiliated business.
At December
31, 2024
At December
31, 2023
Assets and receivables from affiliated
companies
Receivables – Broker dealers
3
3
Receivables – Notes receivable from
Parent
47,890
40,290
Receivables – Intercompany from Parent
50
106
Liabilities and payables to affiliated
companies
Derivatives
147
525
Payables - Broker dealers
42
12
2024
2023
Net Revenues from affiliated
companies:
Trading
$1,050
$3,359
Interest income
2,459
2,080
14
4. Fair Values
Assets and Liabilities Measured at Fair Value on a Recurring Basis
At December 31, 2024
Level 1
Level 2
Level 3
  Netting(1)
Total
Assets at Fair Value
Trading assets:
OTC Derivative contracts:
Equity contracts
$
$3,608
$133
$
$3,741
Interest rate contracts
70
10
80
Foreign exchange contracts
9
10
19
Commodity contracts
11
11
Credit contracts
20
6
26
Netting (1)
(3,718)
(159)
(3,877)
Total OTC derivative contracts
Total trading assets
$
$
$
$
$
Total assets at fair value
$
$
$
$
$
Liabilities at Fair Value
Trading liabilities:
OTC Derivative contracts:
Equity contracts
$
$588
$92
$
$680
Interest rate contracts
2,403
276
2,679
Foreign exchange contracts
643
21
664
Commodity contracts
4
4
Credit contracts
1
1
Netting (1)
(3,639)
(159)
(79)
(3,877)
Total OTC derivative contracts
230
(79)
151
Total trading liabilities
$
$
$230
$(79)
$151
Borrowings - Structured Notes
47,588
536
48,124
Total liabilities at fair value
$
$47,588
$766
$(79)
$48,275
1. For Positions with the same counterparty that cross over the levels of the fair value hierarchy, counterparty netting is included in the column titled “Netting”.
Positions classified within the same level that are the same counterparty are netted within that level. For further information on derivative instruments, see Note 6.
15
At December 31, 2023
Level 1
Level 2
Level 3
  Netting(1)
Total
Assets at Fair Value
Trading assets:
OTC Derivative contracts:
Equity contracts
$
$2,311
$123
$
$2,434
Interest rate contracts
106
5
111
Foreign exchange contracts
55
6
61
Commodity contracts
10
1
11
Credit contracts
17
17
Netting (1)
(2,482)
(152)
(2,634)
Total OTC derivative contracts
$
$
$
$
$
Total trading assets
$
$
$
$
$
Total assets at fair value
$
$
$
$
Liabilities at Fair Value
Trading liabilities:
OTC Derivative contracts:
Equity contracts
463
260
$723
Interest rate contracts
1,966
46
$2,012
Foreign exchange contracts
394
17
$411
Commodity contracts
15
1
$16
Netting (1)
(2,482)
(152)
(2,634)
Total OTC derivative contracts
$
$356
$172
$
$528
Total trading liabilities
356
172
528
Borrowings - Structured Notes
$
$38,890
$910
$
$39,800
Total liabilities at fair value
$
$39,246
$1,082
$
$40,328
1. Positions classified within the same level that are with the same counterparty are netted within the column for that level. As of December 31, 2023, there were no
positions with the same counterparty classified in different levels of the fair value hierarchy. For further information on derivative instruments, see Note 6.
16
Valuation Techniques for Assets and Liabilities Measured at Fair Value on a Recurring Basis
Asset and Liability / Valuation Technique
Valuation Hierarchy
Classification
OTC Derivative Contracts
• OTC derivative contracts include forward, swap and option contracts related to interest rates,
foreign currencies, credit standing of reference entities, equity prices or commodity prices.
• Depending on the product and the terms of the transaction, the fair value of OTC derivative
products can be modeled using a series of techniques, including closed-form analytic
formulas, such as the Black-Scholes option-pricing model, simulation models or a
combination thereof. Many pricing models do not entail material subjectivity as the
methodologies employed do not necessitate significant judgment, since model inputs may be
observed from actively quoted markets, as is the case for generic interest rate swaps, and
many equity, commodity and foreign currency option contracts. In the case of more
established derivative products, the pricing models used by the Company are widely accepted
by the financial services industry.
• More complex OTC derivative products are typically less liquid and require more judgment
in the implementation of the valuation technique since direct trading activity or quotes are
unobservable. This includes certain types of interest rate derivatives with volatility and
correlation exposure, equity, and commodity or foreign currency derivatives that are either
longer-dated or include exposure to multiple underlyings. Where required inputs are
unobservable, relationships to observable data points, based on historical and/or implied
observations, may be employed as a technique to estimate the model input values.
For further information on derivative instruments, see Note 2.
Level 2 - when valued using observable
inputs supported by market liquidity or
where the unobservable input is not
deemed significant
Level 3 - when valued using observable
inputs with limited market liquidity or if
an unobservable input is deemed
significant
Borrowings - Structured Notes
The Company issues structured notes at fair value which are primarily composed of:
instruments whose payments and redemption values are linked to the performance of a
specific index, a basket of stocks, a specific equity security, a commodity,  a credit
exposure or basket of credit exposures; and instruments with various interest-rate-related
features including step-ups, step-downs, and zero coupons. Also included are unsecured
contracts which are not classified as OTC derivatives because they fail net investment
criteria.
Fair value is determined using valuation models for the derivative and debt portions of the
notes. These models incorporate observable inputs referencing identical or comparable
securities, including prices to which the notes are linked, interest rate yield curves, option
volatility and currency rates, and commodity or equity prices.
Independent, external and traded prices for the notes are considered as well as the impact of
the Company’s own credit spreads, which are based on observed secondary bond market
spreads.
Level 2 - when valued using observable
inputs, or where the unobservable input is
not deemed significant
Level 3 - in instances where the
unobservable inputs are deemed
significant
17
Rollforward of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for 2024
Ending
Balance at
December
31, 2023
Total Realized
and Unrealized
Gains (Losses)
Purchases
Sales and
Issuances
Settlements
Net
Transfers(1)
Ending
Balance at
December
31, 2024
Unrealized
Gains
(Losses)
Net Liabilities at Fair
Value
Net OTC derivative
contracts(2):
Equity contracts
$137
$5
$
$
$(103)
$(70)
$(41)
$5
Interest rate contracts
41
(184)
(6)
(40)
87
266
(184)
Foreign exchange
contracts
11
(23)
3
(25)
(1)
11
(24)
Credit contracts
(17)
(2)
13
(6)
Total net OTC derivative
contracts
172
(202)
(6)
3
(170)
29
230
(203)
Borrowings – Structured
Notes
$910
$12
$
$56
$(55)
$(363)
$536
$19
Net Liabilities at Fair
Value
$1,082
$(190)
$(6)
$59
$(225)
$(334)
$766
$(184)
(1) During the year ended December 31, 2024, the Company transferred $363 of Borrowings (structured notes) from Level 3 to Level 2 due to a reduction in the
significance of the unobservable inputs relating to volatility.
(2) Net OTC derivative contracts represent Trading liabilities, net of Trading assets. Amounts are presented before counterparty netting.
Rollforward of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for 2023
Ending
Balance at
December
31, 2022
Total Realized
and Unrealized
Gains (Losses)
Purchases
Sales and
Issuances
Settlements
Net
Transfers(1)
Ending
Balance at
December
31, 2023
Unrealized
Gains
(Losses)
Net Liabilities at Fair Value
Net OTC derivative
contracts(2):
Equity contracts
$443
$250
$(4)
$
$(48)
$(4)
$137
$(146)
Interest rate contracts
156
20
26
(121)
41
(19)
Commodity contracts
1
(1)
Foreign exchange contracts
13
(32)
(20)
(14)
11
31
Credit contracts
(17)
(17)
Total net OTC derivative
contracts
613
238
(4)
(60)
(139)
172
(134)
Borrowings – Structured
Notes
$1,079
$(93)
$
$427
$(233)
$(456)
$910
$61
Net Liabilities at Fair Value
$1,692
$145
$(4)
$427
$(293)
$(595)
1,082
$(73)
(1) During the year ended December 31, 2023, the Company transferred from Level 3 to Level 2 $456 of Borrowings (structured notes) due to a reduction in the
significance of the unobservable inputs relating to volatility.
(2) Net OTC derivative contracts represent Trading liabilities, net of Trading assets. Amounts are presented before counterparty netting.
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 Statements of Comprehensive Loss.
18
Significant Unobservable Inputs Used in Recurring Level 3
Fair Value Measurements
Valuation Techniques and Unobservable Inputs
Balance/Range (Average)(1)
$ in millions, except inputs
December 31, 2024
December 31, 2023
Net Liabilities at Fair Value
Net OTC derivative contracts:
Equity contracts (2)
$(41)
$137
Option Model:
Equity Volatility
5% to 70% (17%)
4% to 69% (18%)
Equity Volatility skew
-3% to 0% (-1%)
-2% to 0% (0%)
Equity - correlation
21% to 99% (64%)
17% to 98% (84%)
Equity – Foreign exchange
correlation
-55% to 17% (-20%)
-53% to 21% (-24%)
Interest rate contracts
$266
$41
Option Model:
  Interest Rate - Foreign
Exchange correlation 
n/m
28% to 57%
(39% / 33%)
  Interest Rate Curve
Correlation 
52% to 88%
(74% / 76%)
80% to 83%
(81% / 81%)
Interest Rate Volatility
Skew
74% to 94%
(81% / 78%)
85% to 106%
(92% / 105%)
Foreign exchange contracts
$11
$11
Option Model:
  Interest Rate Volatility
Skew 
97% to 127%
(109% / 110%)
60% to 72%
(64% / 66%)
Credit rate contracts
$(6)
$(17)
Credit default swap Model:
  Credit spread
247bps to 433bps
(340bps)
55bps to 129bps
(108bps)
  Credit spread
n/m
82bps to 82bps
(82bps)
Borrowings - Structured Notes
$536
$910
Option Model:
Equity Volatility
7% to 75% (15%)
5% to 69% (14%)
Equity Volatility skew
-2% to 0% (0%)
-1% to 0% (0%)
Equity - correlation
42% to 92% (71%)
17% to 94% (71%)
Equity - Foreign exchange
correlation
NA
-60% to 20% (-30%)
Comparable Pricing:
  Comparable bond price
89 to 103 points
(99 points / 95 points)
71 to 101 points
(96 points / 80 points)
      Points - Percentage of par
(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 when more relevant.
(2) Includes OTC derivative contracts with multiple risks (i.e., hybrid
products).
The previous table provides 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 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.
During 2024, there were no significant revisions made to the
descriptions of the Firm’s significant unobservable inputs.
An increase (decrease) to the following significant unobservable
inputs would generally result in an impact to the fair value, but
the magnitude and direction of the impact would depend on
whether the exposure of the Firm is long or short.
Correlation: A pricing input where the payoff is driven by
more than one underlying risk. Correlation is a measure of
the relationship between the movement of two variables (i.e.,
how the change in one variable influences a change in the
other variable).
Interest rate curve: The term structure of interest rates
(relationship between interest rates and the time to maturity)
and a market’s measure of future interest rates at the time of
observation. An interest rate curve is used to set interest rate
and foreign exchange derivative cash flows and is a pricing
input used in the discounting of any OTC derivative cash
flow.
Volatility: The measure of variability in possible returns for
an instrument given how much that instrument changes in
value over time. Volatility is a pricing input for options and,
generally, the lower the volatility, the less risky the option.
The level of volatility used in the valuation of a particular
option depends on a number of factors, including the nature
of the risk underlying that option, the tenor and the strike
price of the option.
Volatility skew: The measure of the difference in implied
volatility for options with identical underliers and expiry
dates but with different strikes.
Credit Spread: The credit spread reflects the additional net
yield an investor can earn from a security with more credit
risk relative to one with less credit risk. The credit spread of a
particular security is often quoted in relation to the yield on a
credit risk-free benchmark security or reference rate.
19
Financial Instruments Not Measured at Fair Value
At December 31, 2024
Fair Value Level
Carrying Value
Level 1
Level 2
Level 3
Total
Financial Assets
Cash
$4
$4
$
$
$4
Receivables:
Broker dealers
$3
$
$3
$
$3
Notes receivable from Parent
$47,890
$
$47,890
$
$47,890
Intercompany from Parent
$50
$
$50
$
$50
Financial Liabilities
Payables: (1)
Broker dealers
$45
$
$45
$
$45
Borrowings
$193
$
$193
$
$193
At December 31, 2023
Fair Value Level
Carrying Value
Level 1
Level 2
Level 3
Total
Financial Assets
Cash
$5
$5
$
$
$5
Receivables:
Broker dealers
$3
$
$3
$
$3
Notes receivable from Parent
$40,290
$
$40,290
$
$40,290
Intercompany from Parent
$106
$
$106
$
$106
Financial Liabilities
Payables: (1)
Broker dealers
$80
$
$80
$
$80
Borrowings
$199
$
$199
$
$199
(1) Accrued interest payables have been excluded. Carrying value approximates fair value for these payables.
5. Fair Value Option
The Company elected the fair value option for Borrowings
(structured notes) 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.
Net Revenues from Borrowings under the Fair Value
Option
Trading
Revenues
Interest
Expense
Net
Revenues(2)
2024
Borrowings(1)
$(2,171)
$338
$(2,509)
2023
Borrowings(1)
$(4,939)
$226
$(5,165)
(1) Unrealized DVA gains (losses) are recorded in OCI and, when realized, in
Trading revenues. For additional information, see Notes 2 and 9.
(2) 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
Trading
Revenues
OCI
2024
Borrowings(1)
$(10)
$(399)
2023
Borrowings(1)
$(2)
$(550)
(1) Unrealized DVA gains (losses) are recorded in OCI and, when realized, in 
Trading revenues. For additional information, see Notes 2 and 9.
20
Borrowings Measured at Fair Value on a Recurring Basis
At December
31, 2024
At December
31, 2023
Business Unit Responsible for
Risk Management
Equity
$30,157
$26,381
Interest rates
16,964
12,288
Foreign exchange
805
759
Commodities
198
372
Total
$48,124
$39,800
Difference between Contractual Principal and Fair Value (1)
At December
31, 2024
At December
31, 2023
Borrowings (2)
$1,238
$1,430
(1) Amounts indicate contractual principal greater than or (less than) fair
value.
(2) Excludes borrowings (structured notes) where the repayment of the initial
principal amount fluctuates based on changes in a reference price or index.
6. Derivative Instruments
The Company uses OTC swaps, options and other derivatives referencing, among other things, interest rates, currencies, commodity
products, credit and equity securities as part of the hedging strategy for structured notes. The Company does not apply hedge
accounting.
Fair Values and Notionals Derivative Contracts
Bilateral OTC
At December 31, 2024
Assets
Liabilities
Fair Value
Notional (1)
Fair Value
Notional (1)
OTC Derivative contracts
Equity
$3,741
$16,120
$680
$11,501
Interest rate
80
5,636
2,679
12,483
Foreign exchange
19
961
664
3,578
Commodity
11
93
4
98
Credit
26
558
1
96
Total gross OTC derivative contracts
3,877
23,368
4,028
27,756
Amounts offset
Counterparty netting
(3,877)
(3,877)
Total net Trading liabilities
$
$151
21
Bilateral OTC
At December 31, 2023
Assets
Liabilities
Fair Value
Notional (1)
Fair Value
Notional (1)
OTC Derivative contracts
Equity
$2,434
$16,032
$723
$9,397
Interest rate
111
2,004
2,012
9,967
Foreign exchange
61
2,059
411
4,653
Commodity
11
92
16
283
Credit
17
678
27
Total gross OTC derivative contracts
2,634
20,865
3,162
24,327
Amounts offset
Counterparty netting
(2,634)
(2,634)
Total net Trading liabilities
$
$528
1. The Company believes that the notional amounts of derivative contracts generally overstate its exposure. In most circumstances notional amounts are only used 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.
The table below summarizes realized and unrealized gains and
losses, from derivative and non-derivative financial instruments,
included in Trading revenues in the Statements of
Comprehensive Loss.
Trading Revenues by Product Type
2024
2023
Equity contracts
$(1,478)
$(1,364)
Interest rate contracts
(622)
(474)
Foreign exchange contracts
13
20
Commodity contracts
(19)
(22)
Total Loss
$(2,106)
$(1,840)
7. Borrowings
Maturities and Terms of Borrowings
Fixed
Rate (1)
Variable
Rate (2)
At
December
31, 2024
At
December
31, 2023
Original maturities of one year or less
Next 12 months
$34
110
144
76
Original maturities greater than one year
Due in 2024
$
$
$
$6,720
Due in 2025
241
6,168
6,409
5,944
Due in 2026
318
6,799
7,117
4,964
Due in 2027
1,086
7,338
8,424
4,340
Due in 2028
336
3,894
4,230
4,123
Due in 2029
822
3,790
4,612
1,324
Thereafter
7,759
9,622
17,381
12,508
Total
$10,562
$37,611
$48,173
$39,923
Total Borrowings
$10,596
$37,721
$48,317
$39,999
Weighted average
coupon rate at
period-end (3)
4.25%
N/M
(1) Fixed rate borrowings include instruments with step-up, step-down and zero
coupon features.
(2) Variable rate borrowings bear interest based on a variety of indices. Amounts
include borrowings linked to equity, credit or other indices.
(3) For the fixed rate borrowing, the weighted average coupon rate represents
one issuance. Other issuances by the Company are primarily carried at fair
value so weighted average coupon is not meaningful.
All of the Company’s Borrowings are considered Senior Debt.
For the year ended December 31, 2024 and December 31, 2023,
the Company issued notes with a fair value of approximately
$29,742 and $17,377 respectively.
Certain senior debt securities are denominated in various non-
U.S. dollar currencies and primarily structured to provide a
return that is linked to equity, credit, interest rates, foreign
22
exchange, commodity or other indices (e.g., the consumer price
index). Senior debt also may be structured to be callable by the
Company or extendible at the option of holders of the senior debt
securities.
Senior Debt – Borrowings (structured notes). The Company’s
Borrowings primarily include notes carried and managed on a
fair value basis. These include instruments whose payments and
redemption values are linked to the performance of a specific
index, a basket of stocks, a specific equity security, a
commodity, a credit exposure or basket of credit exposures; and
instruments with various interest-rate-related features including
step-ups, step-downs, and zero coupons. Also included are
unsecured contracts that are not classified as OTC derivatives
because they fail net investment criteria. To minimize the
exposure from such instruments, the Company has entered into
various swap contracts and purchased options that effectively
convert the borrowing costs into floating rates. The swaps and
purchased options used to economically hedge the embedded
features are also carried at fair value. Changes in fair value
related to the notes and economic hedges are reported in Trading
revenues. See Notes 2 and 4 for further information on
Borrowings carried at fair value.
8. Contingencies
Legal
In the normal course of business, the Company may be 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 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 third-party entities that are, or would otherwise
be, the primary defendants in such cases are bankrupt, in
financial distress, or may not honor applicable indemnification
obligations. These actions have included, but are not limited to,
antitrust claims, claims under various false claims act statutes,
and matters arising from our sales and trading businesses and our
activities in the capital markets. 
The Company may also be involved, from time to time, in other
reviews, investigations and proceedings (both formal and
informal) by governmental or other regulatory agencies
regarding the Company's business, and involving, among other
matters, sales, trading, financial products or offerings sold by the
Company, and accounting and operational matters, certain of
which may result in adverse judgments, settlements, fines,
penalties, disgorgement, restitution, forfeiture, injunctions,
limitations on our ability to conduct certain business, or other
relief.
The Company 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 Company can reasonably
estimate the amount of that loss or the range of loss, the
Company accrues an estimated loss by a charge to income.
The Company’s legal expenses can, and may in the future,
fluctuate from period to period, given the current environment
regarding government or regulatory agency investigations and
private litigation affecting global financial services firms,
including the Company.
In many legal proceedings and investigations, it is inherently
difficult to determine whether any loss is probable or reasonably
possible or to estimate the amount of any loss. In addition, even
where the Company has determined that a loss is probable or
reasonably possible or an exposure to loss or range of loss exists
in excess of the liability already accrued with respect to a
previously recognized loss contingency, the Company may be
unable to reasonably estimate the amount of the loss or range of
loss. It is particularly difficult to determine if a loss is probable
or reasonably possible, or to estimate the amount of loss, where
the factual record is being developed or contested or where
plaintiffs or government entities seek substantial or
indeterminate damages, restitution, forfeiture, disgorgement or
penalties. Numerous issues may need to be resolved in an
investigation or proceeding before a determination can be made
that a loss or additional loss (or range of loss or range of
additional loss) is probable or reasonably possible, or to estimate
the amount of loss, including through potentially lengthy
discovery or determination of important factual matters,
determination of issues related to class certification, the
calculation of damages or other relief, and consideration of novel
or unsettled legal questions relevant to the proceedings or
investigations in question.
The Company identifies any individual proceedings or
investigations where the Company believes a material loss to be
reasonably possible. In certain legal proceedings in which the
Company has determined that a material loss is reasonably
possible, the Company is unable to reasonably estimate the loss
or range of loss. There are other matters in which the Company
has determined a loss or range of loss to be reasonably possible,
but the Company does not believe, based on current knowledge
and after consultation with counsel, that such losses could have a
material adverse effect on the Company’s financial statements as
a whole, although the outcome of such proceedings or
investigations may significantly impact the Company’s business
or results of operations for any particular reporting period, or
cause significant reputational harm. Notwithstanding the
foregoing, the Company has not identified any proceedings or
investigations this reporting period for which it believes a
material loss is reasonably possible.
While the Company identifies certain proceedings or
investigations that the Company believes to be material,
individually or collectively, there can be no assurance that
material losses will not be incurred from claims that have not yet
been asserted or those where potential losses have not yet been
determined to be probable or reasonably possible.
23
9. Accumulated Other Comprehensive Loss
Changes in AOCI
Debt Valuation
Balance at December 31, 2023
$(330)
Change in net DVA(1)
(399)
Balance at December 31, 2024
$(729)
Balance at December 31, 2022
$220
Change in net DVA(1)
(550)
Balance at December 31, 2023
$(330)
(1) DVA represents the change in the fair value resulting from fluctuations in
the Company’s credit spreads and other credit factors related to liabilities
carried at fair value.
10. Income Taxes
The Company is a single-member limited liability company that
is treated as a disregarded entity for federal income tax purposes.
The Company is included in the consolidated federal income tax
return filed by the Parent. The Company is included in the
combined state and local income tax returns with the Parent and
certain other subsidiaries of the Parent. All current and deferred
taxes have been accrued by the Parent.
11. Subsequent Events
The Company has evaluated subsequent events for adjustment to
or disclosure in the financial statements through April 29, 2025,
the date on which the financial statements are available to be
issued, and the Company has not identified any recordable or
disclosable events, not otherwise reported in the financial
statements or the notes thereto.
********
24
Glossary of Common Terms and Acronyms
AOCI
Accumulated other Comprehensive (Loss) Income
The Company
Morgan Stanley Finance LLC
DVA
Debt Valuation Adjustment
FASB
Financial Accounting Standards Board
MRM
Model Risk Management Department
N/M
Not Meaningful
OCI
Other comprehensive (Loss) Income
OTC
Over-the-counter
The Parent
Morgan Stanley
S&P
Standard & Poor’s
SEC
U.S. Securities and Exchange Commission
U.S.
United States of America
U.S. GAAP
Accounting principles generally accepted in the United States of America