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1、UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the year ended December 31,2024 Commission File Number 1-11758(Exact name of Registrant as specified in its charter)Delaware1585 Broadw

2、ay36-3145972(212)761-4000(State or other jurisdiction of incorporation or organization)New York,NY 10036(I.R.S.Employer Identification No.)(Registrants telephone number,including area code)(Address of principal executive offices,including Zip Code)Securities registered pursuant to Section 12(b)of th

3、e Act:TradingSymbol(s)Name of exchange on which registeredTitle of each classCommon Stock,$0.01 par valueMSNew York Stock ExchangeDepositary Shares,each representing 1/1,000th interest in a share of Floating RateMS/PANew York Stock ExchangeNon-Cumulative Preferred Stock,Series A,$0.01 par valueDepos

4、itary Shares,each representing 1/1,000th interest in a share of Fixed-to-Floating RateMS/PENew York Stock ExchangeNon-Cumulative Preferred Stock,Series E,$0.01 par valueDepositary Shares,each representing 1/1,000th interest in a share of Fixed-to-Floating RateMS/PFNew York Stock ExchangeNon-Cumulati

5、ve Preferred Stock,Series F,$0.01 par valueDepositary Shares,each representing 1/1,000th interest in a share of Fixed-to-Floating RateMS/PINew York Stock ExchangeNon-Cumulative Preferred Stock,Series I,$0.01 par valueDepositary Shares,each representing 1/1,000th interest in a share of Fixed-to-Float

6、ing RateMS/PKNew York Stock ExchangeNon-Cumulative Preferred Stock,Series K,$0.01 par valueDepositary Shares,each representing 1/1,000th interest in a share of 4.875%MS/PLNew York Stock ExchangeNon-Cumulative Preferred Stock,Series L,$0.01 par valueDepositary Shares,each representing 1/1,000th inter

7、est in a share of 4.250%MS/PONew York Stock ExchangeNon-Cumulative Preferred Stock,Series O,$0.01 par valueDepositary Shares,each representing 1/1,000th interest in a share of 6.500%MS/PPNew York Stock ExchangeNon-Cumulative Preferred Stock,Series P,$0.01 par valueDepositary Shares,each representing

8、 1/1,000th interest in a share of 6.625%MS/PQNew York Stock ExchangeNon-Cumulative Preferred Stock,Series Q,$0.01 par valueGlobal Medium-Term Notes,Series A,Fixed Rate Step-Up Senior Notes Due 2026MS/26CNew York Stock Exchangeof Morgan Stanley Finance LLC(and Registrants guarantee with respect there

9、to)Global Medium-Term Notes,Series A,Floating Rate Notes Due 2029MS/29New York Stock Exchangeof Morgan Stanley Finance LLC(and Registrants guarantee with respect thereto)Indicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indic

10、ate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.Yes No Indicate by check mark whether the Registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(

11、or for such shorter period that the Registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

12、 Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Registrant was required to submit such files).Yes No Indicate by check mark whether the Registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smalle

13、r reporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting

14、 company Emerging growth company If an emerging growth company,indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check m

15、ark whether the Registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audi

16、t report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error co

17、rrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the Registrant is a shell company(as defined in Rule 12b-2 of

18、 the Exchange Act).Yes No As of June 30,2024,the aggregate market value of the common stock of the Registrant held by non-affiliates of the Registrant was approximately$151,625,027,283.This calculation does not reflect a determination that persons are affiliates for any other purposes.As of January

19、31,2025,there were 1,612,855,585 shares of the Registrants common stock,$0.01 par value,outstanding.Documents Incorporated by Reference:Portions of the Registrants definitive proxy statement for its 2025 annual meeting of shareholders are incorporated by reference in Part III of this Form 10-K.Table

20、 of Contents BusinessI15Overview 5Business Segments 5Competition 5Supervision and Regulation 6Human Capital 11Information about our Executive Officers12Risk Factors1A13Cybersecurity1C25Managements Discussion and Analysis of Financial Condition and Results of OperationsII725Introduction 25Executive S

21、ummary 26Business Segments 30Institutional Securities33Wealth Management35Investment Management38Supplemental Financial Information 40Other Matters40Accounting Development Updates 41Critical Accounting Estimates 41Liquidity and Capital Resources 44Balance Sheet 44Regulatory Requirements 49Quantitati

22、ve and Qualitative Disclosures about Risk 7A55Risk Management 55Market Risk 58Credit Risk 62Country and Other Risks 70Financial Statements and Supplementary Data 876Report of Independent Registered Public Accounting Firm(PCAOB ID No.34)76Consolidated Income Statement 78Consolidated Comprehensive Inc

23、ome Statement 78Consolidated Balance Sheet 79Consolidated Statement of Changes in Total Equity 80Consolidated Cash Flow Statement 81Notes to Consolidated Financial Statements 821.Introduction and Basis of Presentation 822.Significant Accounting Policies 833.Cash and Cash Equivalents934.Fair Values 9

24、45.Fair Value Option104Table of ContentsPart ItemPage6.Derivative Instruments and Hedging Activities1057.Investment Securities 1098.Collateralized Transactions 1109.Loans,Lending Commitments and Related Allowance for Credit Losses11310.Goodwill and Intangible Assets 11711.Other Assets and Leases 118

25、12.Deposits 11913.Borrowings and Other Secured Financings 11914.Commitments,Guarantees and Contingencies 12115.Variable Interest Entities and Securitization Activities 12716.Regulatory Requirements 13117.Total Equity 13418.Interest Income and Interest Expense 13619.Deferred Compensation Plans and Ca

26、rried Interest Compensation 13620.Employee Benefit Plans 13821.Income Taxes 14122.Segment,Geographic and Revenue Information 14223.Parent Company 145Financial Data Supplement(Unaudited)148Glossary of Common Terms and Acronyms 151Changes in and Disagreements with Accountants on Accounting and Financi

27、al Disclosure9152Controls and Procedures 9A152Other Information 9B154Disclosure Regarding Foreign Jurisdictions that Prevent Inspections9C154Unresolved Staff CommentsI1B154Properties 2154Legal Proceedings 3154Mine Safety Disclosures 4154Market for Registrants Common Equity,Related Stockholder Matter

28、s and Issuer Purchases of Equity SecuritiesII5154Directors,Executive Officers and Corporate GovernanceIII10155Executive Compensation 11155Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 12155Certain Relationships and Related Transactions and Director In

29、dependence 13155Principal Accountant Fees and Services 14155Exhibits and Financial Statement SchedulesIV15155Form 10-K Summary 16159Signatures 159Table of ContentsPart ItemPageTable of Contents ANNUAL REPORT ON FORM 10-KFor the year ended December 31,20242Forward-Looking StatementsWe have included i

30、n or incorporated by reference into this report,and from time to time may make in our public filings,press releases or other public statements,certain statements,including,without limitation,those under“Managements Discussion and Analysis of Financial Condition and Results of Operations,”“Quantitati

31、ve and Qualitative Disclosures about Risk”and“Legal Proceedings”that may constitute“forward-looking statements”within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.In addition,our management may make forward-looking statements to analysts,investors

32、,representatives of the media and others.These forward-looking statements are not historical facts and represent only our beliefs regarding future events,many of which,by their nature,are inherently uncertain and beyond our control.The nature of our business makes predicting the future trends of our

33、 revenues,expenses and net income difficult.The risks and uncertainties involved in our businesses could affect the matters referred to in such statements,and it is possible that our actual results may differ,possibly materially,from the anticipated results indicated in these forward-looking stateme

34、nts.Important factors that could cause actual results to differ from those in the forward-looking statements include,without limitation:the effect of market conditions,particularly in the global equity,fixed income,currency,credit and commodities markets,including corporate,commercial and residentia

35、l mortgage lending,real estate and energy markets;the level of individual investor participation in the global markets,as well as the level and mix of client assets;the flow of investment capital into or from AUM;the level and volatility of equity,fixed income and commodity prices,interest rates,inf

36、lation and currency values,other market indices or other market factors,such as market liquidity;the availability and cost of both credit and capital,as well as the credit ratings assigned to our unsecured short-term and long-term debt;technological changes instituted by us,our competitors or counte

37、rparties,and technological risks,including risks associated with emerging technologies,business continuity and related operational risks,including breaches or other disruptions of our or a third partys(or third-parties thereof)operations or systems;risk associated with cybersecurity threats,includin

38、g data protection and cybersecurity risk management;our ability to effectively manage our capital and liquidity,including under stress tests designed by our banking regulators;the impact of current,pending and future legislation or changes thereto,regulation(including capital,leverage,funding,liquid

39、ity,consumer protection,and recovery and resolution requirements)and our ability to address such requirements;uncertainty concerning fiscal or monetary policies established by central banks and financial regulators,government shutdowns,debt ceilings or funding;changes to global trade policies,tariff

40、s,trade sanctions and investment restrictions;legal and regulatory actions,including litigation and enforcement,and other non-financial risks in the U.S.and worldwide;changes in tax laws and regulations globally;the effectiveness of our risk management processes and related controls;our ability to e

41、ffectively respond to an economic downturn,or other market disruptions;the effect of social,economic,and political conditions and geopolitical events,including as a result of government shutdowns,changes as a result of global elections,including changes in U.S.presidential administrations or Congres

42、s,sovereign risk,acts of war or aggression,and terrorist activities or military actions;the actions and initiatives of current and potential competitors,as well as governments,central banks,regulators and self-regulatory organizations;our ability to provide innovative products and services and execu

43、te our strategic initiatives,and costs related thereto,including with respect to the operational or technological integration related to such innovative and strategic initiatives;the performance and results of our acquisitions,divestitures,joint ventures,partnerships,minority stakes or strategic all

44、iances,or other strategic arrangements and related integrations;investor,consumer and business sentiment and confidence in the financial markets;our reputation and the general perception of the financial services industry;our ability to retain,integrate and attract qualified employees or successfull

45、y transition key roles;climate-related incidents and other sustainability matters,and global pandemics;and other risks and uncertainties detailed under“BusinessCompetition,”“BusinessSupervision and Regulation,”“Risk Factors”and elsewhere throughout this report.Accordingly,you are cautioned not to pl

46、ace undue reliance on forward-looking statements,which speak only as of the date on which they are made.We undertake no obligation to update publicly or revise any forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made,whether as a result

47、 of new information,future events or otherwise,except as required by applicable law.You should,however,consult further disclosures we may make in future filings of our annual reports on Form 10-K,quarterly reports on Form 10-Q and current reports on Form 8-K and any amendments thereto or in future p

48、ress releases or other public statements.Table of Contents 3Available InformationWe file annual,quarterly and current reports,proxy statements and other information with the Securities and Exchange Commission(“SEC”).The SEC maintains a website,www.sec.gov,that contains annual,quarterly and current r

49、eports,proxy and information statements,and other information that issuers file electronically with the SEC.Our electronic SEC filings are available to the public at the SECs website.Our website is .You can access our Investor Relations webpage at make available free of charge,on or through our Inve

50、stor Relations webpage,our proxy statements,annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934,as amended(“Exchange Act”),as soon as reasonably practicable after

51、 such material is electronically filed with,or furnished to,the SEC.We also make available,through our Investor Relations webpage,via a link to the SECs website,statements of beneficial ownership of our equity securities filed by our directors,officers,10%or greater shareholders and others under Sec

52、tion 16 of the Exchange Act.You can access information about our corporate governance at sustainability initiatives at our commitment to diversity and inclusion at webpages include:Amended and Restated Certificate of Incorporation;Amended and Restated Bylaws;Charters for our Audit Committee,Compensa

53、tion,Management Development and Succession Committee,Governance and Sustainability Committee,Operations and Technology Committee,and Risk Committee;Corporate Governance Policies;Policy Regarding Corporate Political Activities;Policy Regarding Shareholder Rights Plan;Equity Ownership Commitment;Code

54、of Ethics and Business Conduct;Code of Conduct;Integrity Hotline Information;Environmental and Social Policies;and 2023 ESG Report.Our Code of Ethics and Business Conduct applies to all directors,officers and employees,including our Chief Executive Officer,Chief Financial Officer and Deputy Chief Fi

55、nancial Officer.We will post any amendments to the Code of Ethics and Business Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange LLC on our website.You can request a copy of these documents,excluding exhibits,at no cost,by contact

56、ing Investor Relations,1585 Broadway,New York,NY 10036(212-761-4000).The information on our website is not incorporated by reference into this report.Table of Contents 4BusinessOverviewWe are a global financial services firm that,through our subsidiaries and affiliates,advises,and originates,trades,

57、manages and distributes capital for governments,institutions and individuals.We were originally incorporated under the laws of the State of Delaware in 1981,and our predecessor companies date back to 1924.We are a financial holding company(“FHC”)regulated by the Board of Governors of the Federal Res

58、erve System(“Federal Reserve”)under the Bank Holding Company Act of 1956,as amended(“BHC Act”).We conduct our business from our headquarters in and around New York City,our regional offices and branches throughout the U.S.and our principal offices in London,Frankfurt,Tokyo,Hong Kong and other world

59、financial centers.Unless the context otherwise requires,the terms“Morgan Stanley,”the“Firm,”“us,”“we”and“our”mean Morgan Stanley(the“Parent Company”)together with its consolidated subsidiaries.See the“Glossary of Common Terms and Acronyms”for the definition of certain terms and acronyms used through

60、out the 2024 Form 10-K.Financial information concerning us,our business segments and geographic regions for each of the years ended December 31,2024,December 31,2023,and December 31,2022 is included in“Financial Statements and Supplementary Data.”Business SegmentsWe are a global financial services f

61、irm that maintains significant market positions in each of our business segments:Institutional Securities,Wealth Management and Investment Management.Through our subsidiaries and affiliates,we provide a wide variety of products and services to a large and diversified group of clients and customers,i

62、ncluding corporations,governments,financial institutions and individuals.Additional information related to our business segments,respective clients,and products and services provided is included under“Managements Discussion and Analysis of Financial Condition and Results of Operations.”CompetitionAl

63、l aspects of our businesses are highly competitive,and we expect them to remain so.We compete in the U.S.and globally for clients,market share and human talent.Operating within the financial services industry on a global basis presents,among other things,technological,risk management,regulatory,infr

64、astructure and other challenges that require effective resource allocation in order for us to remain competitive.Our competitive position depends on a number of factors,including our reputation,client experience,the quality and consistency of our long-term investment performance,innovation,execution

65、,relative pricing and other factors,including entering into new or expanding current businesses as a result of acquisitions and other strategic initiatives.Our ability to sustain or improve our competitive position also depends substantially on our ability to continue to attract and retain highly qu

66、alified employees while managing compensation and other costs.We compete with commercial banks,global investment banks,regional banks,broker-dealers,private banks,registered investment advisers,digital investing platforms,traditional and alternative asset managers,financial technology firms and othe

67、r companies offering financial and ancillary services in the U.S.and globally.In addition,restrictive laws and regulations applicable to certain global financial services institutions,which have been increasing in complexity and volume,may prohibit us from engaging in certain transactions,impose mor

68、e stringent capital and liquidity requirements,and increase costs,and can put us at a competitive disadvantage to competitors in certain businesses not subject to these same requirements.See also“Supervision and Regulation”herein and“Risk Factors.”There is increased competition in the U.S.and global

69、ly driven by established financial services firms and emerging firms,including non-financial companies and business models focusing on technology innovation,competing for the same clients and assets,or offering similar products and services to retail and institutional customers.It is also possible t

70、hat competition may become even more intense as we continue to compete with financial or other institutions that may be,or may become,larger,or better capitalized,or may have a stronger local presence and longer operating history in certain geographies or products.Many of these firms have the abilit

71、y to offer a wide range of products and services through different platforms that may enhance their competitive position and could result in additional pricing pressure on our businesses.Our ability to access capital at competitive rates(which is generally impacted by,among other things,our credit s

72、preads and ratings)and to commit and deploy capital efficiently,particularly in our more capital-intensive businesses within our Institutional Securities business segment,including underwriting and sales,financing and market-making activities,also affects our competitive position.We expect clients t

73、o continue to request that we provide loans or lending commitments in connection with certain investment banking activities.We also continue to experience price competition in our Institutional Securities business segments products.In particular,the ability to execute securities,derivatives and othe

74、r financial instrument trades electronically on exchanges,swap execution facilities and other automated trading platforms,and the introduction and application of new technologies will likely continue the pressure on our revenues.The trend toward direct access to automated,electronic markets will lik

75、ely continue as additional markets move to automated trading platforms.Our Wealth Management business segment is primarily in the U.S.,and our ability to effectively compete against many of our competitors across different channels(i.e.,advisory led,Table of Contents 5December 2024 Form 10-Kworkplac

76、e and digital direct)is affected by multiple factors including our brand and reputation,the breadth,depth and pricing of our product offerings and our technology supporting evolving client needs.Within our Investment Management business segment,our ability to compete successfully is affected by seve

77、ral factors,including our reputation,quality of investment professionals,performance of investment strategies or product offerings relative to peers and appropriate benchmark indices,advertising and sales promotion efforts,fee levels,the effectiveness of and access to distribution channels and inves

78、tment pipelines,the types of products offered,and regulatory restrictions specific to FHCs.Our investment products,including alternative investment products,compete with investments offered by other investment managers,including by investment managers who may be subject to less stringent legal and r

79、egulatory regimes than us.For certain products and geographies,we have experienced and will also likely continue to experience competitive pressures in our Investment Management business segment as other investment managers and distributors continue to put downward pressure on fees.Supervision and R

80、egulationAs a major financial services firm,we are subject to extensive regulation by U.S.federal and state regulatory agencies and securities exchanges and by regulators and exchanges in each of the major markets where we conduct our business.We continue to monitor the changing political,tax and re

81、gulatory environment.While it is likely that there will be changes in the way major financial institutions are regulated in both the U.S.and other markets in which we operate,it remains difficult to predict the exact impact these changes will have on our business,financial condition,results of opera

82、tions and cash flows for a particular future period.We expect to remain subject to extensive supervision and regulation.Financial Holding CompanyConsolidated Supervision.We operate as a bank holding company(“BHC”)and FHC under the BHC Act and are subject to comprehensive consolidated supervision,reg

83、ulation and examination by the Federal Reserve.In particular,we are subject to(among other things):significant regulation and supervision;intensive scrutiny of our businesses and plans for expansion of those businesses;limitations on activities;a systemic risk regime that imposes heightened capital

84、and liquidity requirements;restrictions on activities and investments imposed by a section of the BHC Act added by the Dodd-Frank Wall Street Reform and Consumer Protection Act(“Dodd-Frank Act”)referred to as the“Volcker Rule,”and comprehensive derivatives regulation.In addition,the Consumer Financi

85、al Protection Bureau(“CFPB”)has primary rulemaking,enforcement and examination authority over us and our subsidiaries with respect to federal consumer protection laws.Scope of Permitted Activities.The BHC Act limits the activities of BHCs and FHCs and grants the Federal Reserve authority to limit ou

86、r ability to conduct activities.We must obtain the Federal Reserves approval before engaging in certain banking and other financial activities both in the U.S.and internationally.The BHC Act grandfathers“activities related to the trading,sale or investment in commodities and underlying physical prop

87、erties,”provided that we were engaged in“any of such activities as of September 30,1997 in the U.S.”and provided that certain other conditions that are within our reasonable control are satisfied.We currently engage in our commodities activities pursuant to the BHC Act grandfather exemption,as well

88、as other authorities under the BHC Act.Activities Restrictions under the Volcker Rule.The Volcker Rule prohibits banking entities,including us and our affiliates,from engaging in certain proprietary trading activities,as defined in the Volcker Rule,subject to exemptions for underwriting,market-makin

89、g,risk-mitigating hedging and certain other activities.The Volcker Rule also prohibits certain investments and relationships by banking entities with covered funds,as defined in the Volcker Rule,subject to a number of exemptions and exclusions.Capital Requirements.The Federal Reserve establishes cap

90、ital requirements largely based on the Basel III capital standards established by the Basel Committee on Banking Supervision(“Basel Committee”),including well-capitalized standards,for large BHCs and evaluates our compliance with such requirements.The Office of the Comptroller of the Currency(“OCC”)

91、establishes similar capital requirements and standards for Morgan Stanley Bank,N.A.(“MSBNA”)and Morgan Stanley Private Bank,National Association(“MSPBNA”)(together,our“U.S.Bank Subsidiaries”).The Federal Reserve,Federal Deposit Insurance Corporation(“FDIC”)and the OCC(collectively,“U.S.banking agenc

92、ies”)have proposed a comprehensive set of revisions to their capital requirements based on changes to the Basel III capital standards finalized by the Basel Committee.The impact on us of any revisions to the capital requirements is uncertain and depends on the adoption of final rulemakings by the U.

93、S.banking agencies.For additional information,see“Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesRegulatory RequirementsRegulatory Developments and Other MattersBasel III Endgame Proposal.”In addition,many of our regulated subsidiar

94、ies are subject to regulatory capital requirements,including regulated subsidiaries registered as swap dealers with the U.S.Commodity Futures Trading Commission(“CFTC”)or conditionally registered as security-based swap dealers with Table of Contents December 2024 Form 10-K6the SEC or registered as b

95、roker-dealers or futures commission merchants.For more information about the specific capital requirements applicable to us and our U.S.Bank Subsidiaries,as well as our subsidiaries that are broker-dealers,swap dealers and security-based swap dealers,see“Managements Discussion and Analysis of Financ

96、ial Condition and Results of OperationsLiquidity and Capital ResourcesRegulatory Requirements”and Note 16 to the financial statements.Capital Planning,Stress Tests and Capital Distributions.The Federal Reserve has adopted capital planning and stress test requirements for large BHCs,including Morgan

97、Stanley.For more information about our capital planning and stress test requirements,see“Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesRegulatory Requirements.”In addition,the Federal Reserve,the OCC and the FDIC have the authority

98、 to prohibit or limit the payment of dividends by the banking organizations they supervise,including us and our U.S.Bank Subsidiaries,if,in the banking regulators opinion,payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organizat

99、ion.For information about the Federal Reserves restrictions on capital distributions for large BHCs,see“Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesRegulatory RequirementsCapital Plans,Stress Tests and the Stress Capital Buffer.”

100、All of these policies and other requirements could affect our ability to pay dividends and/or repurchase stock or require us to provide capital assistance to our U.S.Bank Subsidiaries under circumstances that we would not otherwise decide to do.Liquidity Requirements.In addition to capital regulatio

101、ns,the U.S.banking agencies have adopted liquidity and funding standards,including the LCR,the NSFR,liquidity stress testing and associated liquidity reserve requirements.For more information,see“Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capita

102、l ResourcesBalance SheetRegulatory Liquidity Framework.”Systemic Risk Regime.Under rules issued by the Federal Reserve,large BHCs,including Morgan Stanley,must conduct internal liquidity stress tests,maintain unencumbered highly liquid assets to meet projected net cash outflows for 30 days over the

103、range of liquidity stress scenarios used in internal stress tests,and comply with various liquidity risk management requirements.These large BHCs also must comply with a range of risk management and corporate governance requirements.The Federal Reserve also imposes single-counterparty credit limits(

104、“SCCL”)for large banking organizations.U.S.global systemically important banks(“G-SIBs”),including us,are subject to a limit of 15%of Tier 1 capital for aggregate net credit exposures to any“major counterparty”(defined to include other U.S.G-SIBs,foreign G-SIBs and non-bank systemically important fi

105、nancial institutions supervised by the Federal Reserve).In addition,we are subject to a limit of 25%of Tier 1 capital for aggregate net credit exposures to any other unaffiliated counterparty.The Federal Reserve may establish additional prudential standards for large BHCs,including with respect to a

106、n early remediation framework,contingent capital,enhanced public disclosures and limits on short-term debt,including off-balance sheet exposures.See“Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesRegulatory RequirementsTotal Loss-Ab

107、sorbing Capacity,Long-Term Debt and Clean Holding Company Requirements.”If the Federal Reserve or the Financial Stability Oversight Council determines that a BHC with$250 billion or more in consolidated assets poses a“grave threat”to U.S.financial stability,the institution may be,among other things,

108、restricted in its ability to merge or offer financial products and/or required to terminate activities and dispose of assets.See also“Capital Requirements”and“Liquidity Requirements”and“Resolution and Recovery Planning”herein.Resolution and Recovery Planning.We are required to submit once every two

109、years to the Federal Reserve and the FDIC a resolution plan that describes our strategy for a rapid and orderly resolution under the U.S.Bankruptcy Code in the event of our material financial distress or failure.Interim updates are required in certain limited circumstances,including material mergers

110、 or acquisitions or fundamental changes to our resolution strategy.Our preferred resolution strategy,which is set out in our most recent resolution plan,is an SPOE strategy,which generally contemplates the provision of adequate capital and liquidity by the Parent Company to certain of its subsidiari

111、es so that such subsidiaries have the resources necessary to implement the resolution strategy after the Parent Company has filed for bankruptcy.Our next resolution plan submission will be a targeted resolution plan in July 2025.Further,we submit an annual recovery plan to the Federal Reserve that o

112、utlines the steps that management could take over time to generate or conserve financial resources in times of prolonged financial stress.Certain of our domestic and foreign subsidiaries are also subject to resolution and recovery planning requirements in the jurisdictions in which they operate.The

113、FDIC currently requires certain insured depository institutions(“IDI”),including our U.S.Bank Subsidiaries,to submit full resolution plans every two years and interim targeted information at certain times between full resolution plan submissions that describe the IDIs strategy for a rapid and orderl

114、y resolution in the event of material financial distress or Table of Contents 7December 2024 Form 10-Kfailure of the IDI.Submission of interim targeted information by our U.S.Bank Subsidiaries generally will not be required during a year which the Parent Company is required to submit a resolution pl

115、an to the Federal Reserve and FDIC.The first submission for our U.S.Bank Subsidiaries under this rule will be in 2026.In addition,the OCC requires IDIs with assets of$100 billion or more,including our U.S.Bank Subsidiaries,to develop recovery plans detailing the actions they would take to remain a g

116、oing concern when they experience considerable financial or non-financial stress,but have not deteriorated to the point that resolution is imminent.Our U.S.Bank Subsidiaries are required to develop a recovery plan by January 2026.In addition,certain financial companies,including BHCs such as the Fir

117、m and certain of its subsidiaries,can be subject to a resolution proceeding under the orderly liquidation authority,with the FDIC being appointed as receiver,provided that determination of extraordinary financial distress and systemic risk is made by the U.S.Treasury Secretary in consultation with t

118、he U.S.president.Regulators have adopted certain orderly liquidation authority implementing regulations and may expand or clarify these regulations in the future.If we were subject to the orderly liquidation authority,the FDIC would have considerable powers,including:the power to remove directors an

119、d officers responsible for our failure and to appoint new directors and officers;the power to assign our assets and liabilities to a third party or bridge financial company without the need for creditor consent or prior court review;the ability to differentiate among our creditors,including treating

120、 certain creditors within the same class better than others,subject to a minimum recovery right on the part of disfavored creditors to receive at least what they would have received in bankruptcy liquidation;and broad powers to administer the claims process to determine distributions from the assets

121、 of the receivership.The FDIC has indicated that it expects to use an SPOE strategy if the FDIC were to implement the orderly liquidation authority for a U.S.G-SIB.Regulators have also taken and proposed various actions to facilitate an SPOE strategy under the U.S.Bankruptcy Code,the orderly liquida

122、tion authority or other resolution regimes.For more information about our resolution plan-related submissions and associated regulatory actions,see“Risk FactorsLegal,Regulatory and Compliance Risk,”“Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Cap

123、ital ResourcesRegulatory RequirementsTotal Loss-Absorbing Capacity,Long-Term Debt and Clean Holding Company Requirements”and“Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesRegulatory RequirementsResolution and Recovery Planning.”Ins

124、titutional Securities and Wealth ManagementU.S.Bank Subsidiaries.Our U.S.Bank Subsidiaries are FDIC-insured depository institutions subject to supervision,regulation and examination by the OCC and are subject to the OCCs risk governance guidelines,which establish heightened standards for a large IDI

125、s risk governance framework and the oversight of that framework by the IDIs board of directors.Our U.S.Bank Subsidiaries are also subject to prompt corrective action standards,which require the relevant federal banking regulator to take prompt corrective action with respect to a depository instituti

126、on if that institution does not meet certain capital adequacy standards.In addition,BHCs,such as Morgan Stanley,are required to serve as a source of strength to their U.S.bank subsidiaries and commit resources to support these subsidiaries in the event such subsidiaries are in financial distress.Our

127、 U.S.Bank Subsidiaries business activities are generally limited to supporting our Institutional Securities and Wealth Management business segments.Our U.S.Bank Subsidiaries are subject to Sections 23A and 23B of the Federal Reserve Act,which impose restrictions on certain transactions with affiliat

128、es,including any extension of credit to,or purchase of assets from,an affiliate.These restrictions limit the total amount of credit exposure that our U.S.Bank Subsidiaries may have to any one affiliate and to all affiliates and require collateral for those exposures.Section 23B requires affiliate tr

129、ansactions to be on market terms.As commonly controlled FDIC-insured depository institutions,each of our U.S.Bank Subsidiaries could be responsible for any loss to the FDIC from the failure of the other U.S.Bank Subsidiary.Broker-Dealer and Investment Adviser Regulation.Our primary U.S.broker-dealer

130、 subsidiaries,Morgan Stanley&Co.LLC(“MS&Co.”)and Morgan Stanley Smith Barney LLC(“MSSB”)are registered broker-dealers with the SEC and in all 50 states,the District of Columbia,Puerto Rico and the U.S.Virgin Islands and are members of various self-regulatory organizations,including the Financial Ind

131、ustry Regulatory Authority(“FINRA”),and various securities exchanges and clearing organizations.Broker-dealers are subject to laws and regulations covering all aspects of the securities business,including sales and trading practices,securities offerings,publication of research reports,use of custome

132、rs funds and securities,capital structure,risk management controls in connection with market access,recordkeeping and retention,and the conduct of their directors,officers,representatives and other associated persons.Broker-dealers are also regulated by securities administrators in those states wher

133、e they do business.Our significant broker-dealer subsidiaries are members of the Securities Investor Protection Corporation.MSSB is also a registered investment adviser with the SEC.MSSBs relationship with its investment advisory clients is Table of Contents December 2024 Form 10-K8subject to the fi

134、duciary and other obligations imposed on investment advisers.The SEC and other supervisory bodies generally have broad administrative powers to address non-compliance,including the power to restrict or limit MSSB from carrying on its investment advisory and other asset management activities.The Firm

135、 is subject to various regulations that affect broker-dealer sales practices and customer relationships,including the SECs“Regulation Best Interest,”which requires broker-dealers to act in the“best interest”of retail customers at the time a recommendation is made without placing the financial or oth

136、er interests of the broker-dealer ahead of the interest of the retail customer.Margin lending by our broker-dealers is regulated by the Federal Reserves restrictions on lending in connection with purchases and short sales of securities.Our broker-dealers are also subject to maintenance and other mar

137、gin requirements imposed under FINRA and other self-regulatory organization rules.Our U.S.broker-dealer subsidiaries are subject to the SECs net capital rule and the net capital requirements of various exchanges,other regulatory authorities and self-regulatory organizations.For more information abou

138、t these requirements,see Note 16 to the financial statements.Research Regulation.In addition to research-related regulations currently in place in the U.S.and other jurisdictions,regulators continue to focus on research conflicts of interest and may impose additional regulations.Futures Activities a

139、nd Certain Commodities Activities Regulation.MS&Co.and E*TRADE Futures LLC,as futures commission merchants,and MSSB,as an introducing broker,are subject to net capital requirements of,and certain of their activities are regulated by,the CFTC and the National Futures Association(“NFA”).MS&Co.is also

140、subject to requirements of,and regulation by,the CME Group,in its capacity as MS&Co.s designated self-regulatory organization,and various commodity futures exchanges of which MS&Co.is a member.Rules and regulations of the CFTC,NFA,the Joint Audit Committee and commodity futures exchanges address obl

141、igations related to,among other things,customer asset protections,including rules and regulations governing the segregation of customer funds,the use by futures commission merchants of customer funds,the margining of customer accounts and documentation entered into by futures commission merchants wi

142、th their customers,record-keeping and reporting obligations of futures commission merchants and introducing brokers,risk disclosure and risk management.Our commodities activities are subject to extensive laws and regulations in the U.S.and abroad.Derivatives Regulation.We are subject to comprehensiv

143、e regulation of our derivatives businesses,including regulations that impose margin requirements,public and regulatory reporting,central clearing and mandatory trading on regulated exchanges or execution facilities for certain types of swaps and security-based swaps(collectively,“Swaps”).CFTC and SE

144、C rules require registration of swap dealers and security-based swap dealers,respectively,and impose numerous obligations on such registrants,including adherence to business conduct standards for all in-scope Swaps.We have registered a number of U.S.and non-U.S.swap dealers and conditionally registe

145、red a number of U.S.and non-U.S security-based swap dealers.Swap dealers and security-based swap dealers regulated by a prudential regulator are subject to uncleared Swap margin requirements and minimum capital requirements established by the prudential regulators.Swap dealers and security-based swa

146、p dealers not subject to regulation by a prudential regulator are subject to uncleared Swap margin requirements and minimum capital requirements established by the CFTC and SEC,respectively.In some cases,the CFTC and SEC permit non-U.S.swap dealers and security-based swap dealers that do not have a

147、prudential regulator to comply with applicable non-U.S.uncleared Swap margin and minimum capital requirements instead of direct compliance with CFTC or SEC requirements.Investment ManagementMany of the subsidiaries engaged in our investment management activities are registered as investment advisers

148、 with the SEC.Many aspects of our investment management activities are also subject to federal and state laws and regulations in place primarily for the protection of the investor or client.These laws and regulations generally grant supervisory agencies and bodies broad administrative powers,includi

149、ng the power to limit or restrict us from carrying on our investment management activities in the event that we fail to comply with such laws and regulations.In addition,certain of our subsidiaries are U.S.registered broker-dealers and act as distributors to our proprietary mutual funds and as place

150、ment agents to certain private investment funds managed by our Investment Management business segment.Certain of our affiliates are registered as commodity trading advisors and/or commodity pool operators,or are operating under certain exemptions from such registration pursuant to CFTC rules and oth

151、er guidance,and have certain responsibilities with respect to each pool they advise.Our investment management activities are subject to additional laws and regulations,including restrictions on sponsoring or investing in,or maintaining certain other relationships with,covered funds,as defined by the

152、 Volcker Rule,subject to certain limited exemptions.See also“Financial Holding CompanyActivities Restrictions under the Volcker Rule,”“Institutional Securities and Wealth ManagementBroker-Dealer and Investment Adviser Regulation,”“Institutional Securities and Wealth ManagementRegulation of Futures A

153、ctivities and Certain Commodities Activities,”and“Institutional Securities and Wealth ManagementDerivatives Regulation”herein and“Non-U.S.Regulation”herein for a discussion of other Table of Contents 9December 2024 Form 10-Kregulations that impact our Investment Management business activities.U.S.Co

154、nsumer ProtectionWe are subject to supervision and regulation by the CFPB with respect to U.S.federal consumer protection laws.Federal consumer protection laws to which we are subject include the Gramm-Leach-Bliley Acts privacy provisions,Equal Credit Opportunity Act,Home Mortgage Disclosure Act,Ele

155、ctronic Fund Transfer Act,Fair Credit Reporting Act,Real Estate Settlement Procedures Act,Truth in Lending Act and Truth in Savings Act,all of which are enforced by the CFPB.We are also subject to certain federal consumer protection laws enforced by the OCC,including the Servicemembers Civil Relief

156、Act.Furthermore,we are subject to certain state consumer protection laws,and under the Dodd-Frank Act,state attorneys general and other state officials are empowered to enforce certain federal consumer protection laws and regulations.These federal and state consumer protection laws apply to a range

157、of our activities.Non-U.S.RegulationOur businesses are regulated extensively by non-U.S.regulators,including governments,central banks and regulatory bodies,securities exchanges,commodity exchanges,and self-regulatory organizations,especially in those jurisdictions in which we maintain an office.Cer

158、tain regulators have prudential,business conduct and other authority over us or our subsidiaries,as well as powers to limit or restrict us from engaging in certain businesses or to conduct administrative proceedings that can result in censures,fines,asset seizures and forfeitures,the issuance of cea

159、se-and-desist orders,or the suspension or expulsion of a regulated entity,its affiliates or its employees.Certain of our subsidiaries are subject to capital,liquidity,leverage and other prudential requirements that are applicable under non-U.S.law.Firmwide Financial Crimes ProgramOur Financial Crime

160、s program is coordinated and implemented on an enterprise-wide basis and supports our financial crime prevention efforts across all regions and business units.The program includes anti-money laundering(“AML”),economic sanctions(“Sanctions”),anti-boycott,anti-corruption,anti-tax evasion,and governmen

161、t and political activities compliance programs and aligned business-line risk functions.In the U.S.,the Bank Secrecy Act,as amended by the USA PATRIOT Act of 2001 and the Anti-Money Laundering Act of 2020,imposes significant obligations on financial institutions to detect and deter money laundering

162、and terrorist financing activity,including requiring banks,broker-dealers,futures commission merchants,introducing brokers and mutual funds to develop and implement AML programs,verify the identity of customers that maintain accounts,and monitor and report suspicious activity to appropriate law enfo

163、rcement or regulatory authorities.Outside of the U.S.,applicable laws,rules and regulations similarly require designated types of financial institutions to implement AML programs.We are also subject to Sanctions,such as regulations and economic sanctions programs administered by the U.S.government,i

164、ncluding the U.S.Treasury Departments Office of Foreign Assets Control(“OFAC”)and the U.S.Department of State,and similar sanctions programs imposed by foreign governments or global or regional multilateral organizations.In addition,we are subject to anti-corruption laws,such as the U.S.Foreign Corr

165、upt Practices Act and the U.K.Bribery Act,in the jurisdictions in which we operate.Anti-corruption laws generally prohibit offering,promising,giving or authorizing others to give anything of value,either directly or indirectly,to a government official or private party in order to influence official

166、action or otherwise gain an unfair business advantage,such as to obtain or retain business.Cyber and Information Security Risk Management and Protection of Client InformationThe financial services industry faces increased global regulatory focus regarding cyber and information security risk manageme

167、nt practices.Many aspects of our businesses are subject to cybersecurity legal,regulatory and disclosure requirements enacted by U.S.federal and state governments and other non-U.S.jurisdictions.These requirements are generally aimed at codifying basic cybersecurity protections and mandating data br

168、each notification requirements.Our businesses are also subject to increasing privacy and data protection legal requirements concerning the use and protection of certain personal information with regard to clients,employees and others.These requirements impose mandatory privacy and data protection ob

169、ligations,including providing for individual rights,enhanced governance and accountability requirements,and significant fines and litigation risk for noncompliance.In addition,several jurisdictions have enacted or proposed personal and other data localization requirements and restrictions on cross-b

170、order transfer of personal and other data that may restrict our ability to conduct business in those jurisdictions or create additional financial and regulatory burdens to do so.Numerous jurisdictions have passed laws,rules and regulations in these areas and many are considering new or updated ones

171、that could impact our businesses,particularly as the application,interpretation and enforcement of these laws,rules and regulations are often uncertain and evolving.Many aspects of our businesses are subject to legal requirements concerning the use and protection of certain customer and other inform

172、ation,as well as the privacy and cybersecurity laws referenced above.We have adopted measures designed to comply with these and related applicable requirements in all relevant jurisdictions.Table of Contents December 2024 Form 10-K10For additional information on our cybersecurity strategy and proces

173、ses,see“Quantitative and Qualitative Disclosures about RiskOperational RiskCybersecurity.”Human CapitalEmployees and CultureOur employees are our most important asset.With offices in 42 countries,we had approximately 80 thousand employees across the globe as of December 31,2024,whom we depend on to

174、build value for our clients and shareholders.We are committed to a meritocracy based on the principles of rigor,humility and partnership.To facilitate talent attraction and retention,we strive to make Morgan Stanley a diverse and inclusive workplace with a strong culture and opportunities for our em

175、ployees to grow and develop in their career.We support our employees with competitive compensation,benefits,and health and wellbeing programs.Our core values guide decision-making aligned with the expectations of our employees,clients,shareholders,regulators,directors and the communities in which we

176、 operate.These guiding valuesPut Clients First,Do the Right Thing,Lead with Exceptional Ideas,Commit to Diversity and Inclusion,and Give Backare at the heart of our workplace culture and underpin our success.Our Code of Conduct is central to our expectation that employees embody our values.Every new

177、 hire and every employee annually is required to certify to their understanding of and adherence to the Code of Conduct.We also invite employee feedback on our culture and workplace through our ongoing employee engagement surveys.For a further discussion of the culture,values and conduct of employee

178、s,see“Quantitative and Qualitative Disclosures about RiskRisk Management.”Talent Development and Employee RepresentationWe are committed to the development of our workforce and supporting mobility and career growth.Our talent development programs are designed to provide employees with the resources

179、to help them achieve their career goals,build management skills and lead their organizations.We believe supporting employee development and growth contributes to long-term retention.We continue to offer leadership programs to support employees as they progress in their career at the Firm.Meritocracy

180、 is at the heart of Morgan Stanleys talent development.We believe a workforce that represents the societies in which we live and work,and our global client base,is integral to Morgan Stanleys continued success.Furthermore,we believe that an inclusive workplace is in the best interests of our employe

181、es and clients.We continue to invest in efforts to recruit,advance and retain a talented and diverse workforce through a holistic approach that centers on professional development,wellness and a culture that allows every employee to thrive.Compensation,Financial and Employee WellbeingWe provide resp

182、onsible and effective compensation programs that reinforce our values and culture through four key objectives:deliver pay for sustainable performance,attract and retain top talent,align with shareholder interests and mitigate excessive risk-taking.In addition to salaries,these programs(which vary by

183、 location)include annual bonuses,retirement savings plans with matching contributions,an employee stock purchase plan,student loan refinancing and a financial wellbeing program.To promote equitable rewards for all employees,we have enhanced our practices to support fair and consistent compensation a

184、nd rewards decisions based on merit,perform ongoing reviews of compensation decisions and conduct regular assessments of our rewards structure.Our employees health is also central to our ongoing success.We support the physical,mental and financial wellbeing of our global workforce and their families

185、 by offering programs focusing on awareness,prevention and access.Offerings vary by location and include:health care and insurance benefits,mental health resources,flexible spending and health savings accounts,paid time off,flexible work schedules,family leave,child and elder care resources,financia

186、l help with fertility,adoption and surrogacy,and tuition assistance,among many others.On-site services in our principal locations include health centers,mental health counseling,fitness centers and physical therapy.In 2024,we further enhanced our benefits offerings,introducing a new medical plan adm

187、inistrator and option,and broader benefits decision support for employees and their families.Our Global Wellbeing Board,comprised of senior management from across the Firms businesses and geographies,continues to shape and advance our wellbeing strategy with a focus on harmonizing our global benefit

188、 programs.This year,we expanded our mental health and wellbeing training program,now available to all businesses Firmwide.For additional detail on our human capital programs and initiatives,see“Human Capital”in our 2023 ESG Report(found on our website).The reports and information elsewhere on our we

189、bsite are not incorporated by reference into,and do not form any part of,this Annual Report.Table of Contents 11December 2024 Form 10-KHuman Capital MetricsCategoryMetricAtDecember 31,2024 EmployeesEmployees by geography(thousands)Americas 53 Asia 17 EMEA 10 CultureEmployee engagement1%Proud to work

190、 at Morgan Stanley 92%Employee RepresentationGlobal gender representation%Women 40%Women officer2 29%U.S.ethnic diversity representation%Ethnically diverse3 35%Ethnically diverse officer2,3 28%RetentionVoluntary attrition in 2024%Global 9%TenureManagement Committee average length of service(years)23

191、 All employees average length of service(years)7 CompensationCompensation and benefitsTotal compensation and benefits expense in 2024(millions)$26,178 1.The percentage disclosed is based on the 2023 biennial employee engagement survey results,which reflect responses from 89%of employees.2.Officer in

192、cludes Managing Directors,Executive Directors and Vice Presidents.3.U.S.ethnically diverse designations align with the Equal Employment Opportunity Commissions ethnicity and race categories and include American Indian or Native Alaskan,Asian,Black or African American,Hispanic or Latino,Native Hawaii

193、an or Pacific Islander,and two or more races.Information about Our Executive OfficersThe executive officers of Morgan Stanley and their age and titles as of February 21,2025 are set forth below.Business experience is provided in accordance with SEC rules.Mandell L.Crawley(49).Executive Vice Presiden

194、t(since February 2021)and Chief Client Officer of Morgan Stanley(since January 2025).Chief Human Resources Officer(February 2021 to January 2025).Head of Private Wealth Management(June 2017 to January 2021).Chief Marketing Officer(September 2014 to June 2017).Head of National Business Development an

195、d Talent Management for Wealth Management(June 2011 to September 2014).Divisional Business Development Officer(May 2010 to June 2011).Regional Business Development Officer(May 2009 to May 2010).Head of Field Sales and Marketing(February 2008 to May 2009).Head of Fixed Income Capital Markets Sales an

196、d Distribution for Wealth Management(April 2004 to February 2008).Eric F.Grossman(58).Executive Vice President and Chief Legal Officer of Morgan Stanley(since January 2012)and Chief Administrative Officer(since July 2022).Global Head of Legal(September 2010 to January 2012).Global Head of Litigation

197、(January 2006 to September 2010)and General Counsel of the Americas(May 2009 to September 2010).General Counsel of Wealth Management(November 2008 to September 2010).Partner at the law firm of Davis Polk&Wardwell LLP(June 2001 to December 2005).Edward Pick(56).Chairman of the Board of Directors of M

198、organ Stanley(since January 2025)and Chief Executive Officer of Morgan Stanley(since January 2024).Co-President and Co-Head of Corporate Strategy(June 2021 to December 2023).Head of Institutional Securities(July 2018 to December 2023).Global Head of Sales and Trading(October 2015 to July 2018).Head

199、of Global Equities(March 2011 to October 2015).Co-Head of Global Equities(April 2009 to March 2011).Co-Head of Global Capital Markets(July 2008 to April 2009).Co-Head of Global Equity Capital Markets(December 2005 to July 2008).Michael A.Pizzi(50).Executive Vice President and Head of Technology and

200、Operations(since January 2025),and Head of U.S.Banks and Head of Technology of Morgan Stanley(from January 2023 to January 2025).Chairman and CEO of Morgan Stanley Private Bank,National Association and Morgan Stanley Bank,N.A.(from June 2021 to January 2025).Head of Digital Direct and Co-Head of Equ

201、ity Administration for Wealth Management(from October 2020 to June 2021).Chief Executive Officer of E*TRADE Financial Corporation(from August 2019 to October 2020)prior to its acquisition by Morgan Stanley in 2020.Andrew M.Saperstein(58).Co-President of Morgan Stanley(since June 2021).Head of Wealth

202、 Management(April 2019 to December 2023).Co-Head of Wealth Management(January 2016 to April 2019).Co-Chief Operating Officer of Institutional Securities(March 2015 to January 2016).Head of Investment Products and Services(June 2012 to March 2015).Daniel A.Simkowitz(59).Co-President of Morgan Stanley

203、(since January 2024).Head of Investment Management(October 2015 to December 2023)and Co-Head of Corporate Strategy(June 2021 to December 2023).Co-Head of Global Capital Markets(March 2013 to September 2015).Chairman of Global Capital Markets(November 2009 to March 2013).Managing Director in Global C

204、apital Markets(December 2000 to November 2009).Charles A.Smith(58).Executive Vice President and Chief Risk Officer of Morgan Stanley(since May 2023).Head of Institutional Securities Business Development(March 2017 to May 2023).Chief Financial Officer of Institutional Securities(August 2012 to March

205、2017).President of Morgan Stanley Bank,N.A.and Morgan Stanley Private Bank,National Association(September 2011 to August 2012).Head of Firm Strategy and Execution(May 2008 to September 2011).Managing Director in the Investment Banking Division(December 2005 to May 2008).Sharon Yeshaya(45).Executive

206、Vice President and Chief Financial Officer of Morgan Stanley(since June 2021).Head of Investor Relations(June 2016 to May 2021).Chief of Staff in the Office of the Chairman and CEO(January 2015 to May 2016).Co-Head of New Product Origination for Derivative Structured Products(December 2012 to Decemb

207、er 2014).Table of Contents December 2024 Form 10-K12Risk FactorsFor a discussion of the risks and uncertainties that may affect our future results and strategic objectives,see“Forward-Looking Statements”preceding“Business”and“Return on Tangible Common Equity Goal”in“Managements Discussion and Analys

208、is of Financial Condition and Results of Operations.”Market RiskMarket 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.We

209、 have direct exposure to market risk.In addition,market risk may also impact our clients and markets in a manner that may indirectly impact us.For more information on how we monitor and manage market risk,see“Quantitative and Qualitative Disclosures about RiskMarket Risk.”Our results of operations m

210、ay be materially affected by market fluctuations and by global financial market and economic conditions and other factors.Our results of operations have been in the past and may,in the future,be materially affected by global financial market and economic conditions,including,in particular,by periods

211、 of low or slowing economic growth in the United States and other major markets,both directly and indirectly through their impact on client activity levels.These include the level and volatility of equity,fixed income and commodity prices;the level,term structure and volatility of interest rates;inf

212、lation,currency values and unemployment rates;the level of other market indices,fiscal or monetary policies established by governments,central banks and financial regulators;and uncertainty concerning the future path of interest rates,government shutdowns,debt ceilings or funding,which may be driven

213、 by economic conditions,recessionary fears,market uncertainty or lack of confidence among investors and clients due to the effects of widespread events such as global pandemics,natural disasters,climate-related incidents,acts of war or aggression,geopolitical instability,changes as a result of globa

214、l elections,including changes in U.S.presidential administrations or Congress,changes to global trade policies,supply chain complications and the implementation of tariffs,protectionist trade policies,trade sanctions or investment restrictions and other factors,or a combination of these or other fac

215、tors.The results of our Institutional Securities business segment,particularly results relating to our involvement in primary and secondary markets for all types of financial products,are subject to substantial market fluctuations due to a variety of factors that we cannot control or predict with gr

216、eat certainty.These fluctuations impact results by causing variations in business flows and activity and in the fair value of securities and other financial products.Fluctuations also occur due to the level of global market activity,which,among other things,can be impacted by market uncertainty or l

217、ack of investor and client confidence due to unforeseen economic,geopolitical or market conditions that in turn affect the size,number and timing of investment banking client assignments and transactions and the realization of returns from our principal investments.Periods of unfavorable market or e

218、conomic conditions,including equity market levels and the level and pace of changes in interest rates and asset valuation,may have adverse impacts on the level of individual investor confidence and participation in the global markets and/or the level of and mix of client assets,including deposits.Th

219、is could also impact the level of net new asset flows and/or flows into fee-based assets.Any of these factors could negatively impact the results of our Wealth Management business segment.Substantial market fluctuations or divergence in asset performance could also cause variations in the value of o

220、ur investments in our funds,the flow of investment capital into or from AUM,and the way customers allocate capital among money market,equity,fixed income or other investment alternatives,which could negatively impact the results of our Investment Management business segment.The value of our financia

221、l instruments may be materially affected by market fluctuations.Market volatility,illiquid market conditions and disruptions in the markets may make it difficult to value and monetize certain of our financial instruments,particularly during periods of market uncertainty or displacement.Subsequent va

222、luations in future periods,in light of factors then prevailing,may result in significant changes in the value of these instruments and may adversely impact historical or prospective fees and performance-based income(also known as incentive fees,which include carried interest)in respect of certain bu

223、sinesses.In addition,at the time of any sales and settlements of these financial instruments,the price we ultimately realize will depend on the demand and liquidity in the market at that time and may be materially lower than their current fair value.Any of these factors could cause a decline in the

224、value of our financial instruments,which may adversely affect our results of operations in future periods.In addition,financial markets are susceptible to severe events evidenced by rapid depreciation in asset values accompanied by a reduction in asset liquidity.Under these extreme conditions,hedgin

225、g and other risk management strategies may not be as effective at mitigating trading losses as they would be under more normal market conditions.Moreover,under these conditions,market participants are particularly exposed to trading strategies employed by many market participants simultaneously and

226、on a large scale,which could lead to increased individual counterparty risk for our businesses.Although our risk management and monitoring processes seek to quantify and mitigate risk to more extreme market moves,severe market events have historically been difficult to predict,and we could realize s

227、ignificant losses if extreme market events were to occur.Table of Contents 13December 2024 Form 10-KSignificant changes to interest rates could adversely affect our results of operations.Our net interest income is sensitive to changes in interest rates,generally resulting in higher net interest inco

228、me in higher interest rate scenarios and lower net interest income in lower interest rate scenarios.The level and pace of interest rate changes,along with other developments,such as pricing changes to certain deposit types due to various competitive dynamics and alternative cash-equivalent products

229、available to depositors,have in the past impacted,and could again impact,client preferences for cash allocation and the pace of reallocation of client balances,resulting in changes in the deposit mix and associated interest expense,as well as client demand for loans.These factors have in the past ad

230、versely affected,and may in the future adversely affect,our results of operations,including our net interest income.Holding large and concentrated positions may expose us to losses.Concentration of risk may reduce revenues or result in losses in our market-making,investing,underwriting(including blo

231、ck trading)and lending businesses(including margin lending)in the event of unfavorable market movements.We commit substantial amounts of capital to these businesses,which often results in our taking large positions in the securities of,or making large loans to,a particular issuer or issuers in a par

232、ticular industry,country or region.In the event we hold a concentrated position larger than those held by competitors,we may incur larger losses.For further information regarding our country risk exposure,see also“Quantitative and Qualitative Disclosures about RiskCountry Risk.”Credit RiskCredit ris

233、k refers to the risk of loss arising when a borrower,counterparty or issuer does not meet its financial obligations to us.For more information on how we monitor and manage credit risk,see“Quantitative and Qualitative Disclosures about RiskCredit Risk.”We are exposed to the risk that third parties th

234、at are indebted to us will not perform their obligations.We incur significant credit risk exposure through our Institutional Securities business segment.This risk may arise from a variety of business activities,including,but not limited to:extending credit to clients through various lending commitme

235、nts;entering into swap or other derivative contracts under which counterparties have obligations to make payments to us;acting as clearing broker for listed and over-the-counter derivatives whereby we guarantee client performance to clearinghouses;providing short-or long-term funding that is secured

236、 by physical or financial collateral,including,but not limited to,real estate and marketable securities,whose value may at times be insufficient to fully cover the loan repayment amount;posting margin and/or collateral and other commitments to clearinghouses,clearing agencies,exchanges,banks,securit

237、ies firms and other financial counterparties;and investing and trading in securities and loan pools,whereby the value of these assets may fluctuate based on realized or expected defaults on the underlying obligations or loans.We also incur credit risk in our Wealth Management business segment lendin

238、g to mainly individual investors,including,but not limited to,margin-and securities-based loans collateralized by securities,residential mortgage loans,including home equity lines of credit(“HELOCs”),and structured loans to ultra-high net worth clients,that are in most cases secured by various types

239、 of collateral whose value may at times be insufficient to fully cover the loan repayment amount,including marketable securities,private investments,commercial real estate and other financial assets.Our valuations related to,and reserves for losses on,credit exposures rely on complex models,estimate

240、s and subjective judgments about the future.While we believe current valuations and reserves adequately address our perceived levels of risk,future economic conditions,including inflation and changes in real estate and other asset values,that differ from or are more severe than forecast,inaccurate m

241、odels or assumptions,or external factors,such as geopolitical events,changes in international trade policies,global pandemics or natural disasters,could lead to inaccurate measurement of or deterioration of credit quality of our borrowers and counterparties or the value of collateral and result in u

242、nexpected losses.We may also incur higher-than-anticipated credit losses as a result of(i)disputes with counterparties over the valuation of collateral or(ii)actions taken by other lenders that may negatively impact the valuation of collateral.In cases where we foreclose on collateral,sudden decline

243、s in the value or liquidity of collateral may result in significant losses to us despite our(i)credit monitoring,(ii)over-collateralization,(iii)ability to call for additional collateral or(iv)ability to force repayment of the underlying obligation,especially where there is a single type of collater

244、al supporting the obligation.In addition,in the longer term,climate change may have a negative impact on the financial condition of our clients,which may decrease revenues from those clients and increase the credit risk associated with loans and other credit exposures to those clients.Certain of our

245、 credit exposures may be concentrated by counterparty,product,sector,portfolio,industry or geographic region.Although our models and estimates account for correlations among related types of exposures,a change in the market or economic environment for a concentrated product or an external factor imp

246、acting a concentrated counterparty,sector,portfolio,industry or geographic region may result in credit losses in excess of amounts forecast.For further information regarding our country risk exposure,see also“Quantitative and Qualitative Disclosures about RiskCountry Risk.”In addition,as a clearing

247、member of several central counterparties,we are responsible for the defaults or misconduct of our customers and could incur financial losses Table of Contents December 2024 Form 10-K14in the event of default by other clearing members.Although we regularly review our credit exposures,default risk may

248、 arise from events or circumstances that are difficult to detect or foresee.A default by a large financial institution could adversely affect financial markets.The commercial soundness of many financial institutions and certain other large financial services firms may be closely interrelated as a re

249、sult of credit,trading,clearing or other relationships among such entities.Increased centralization of trading activities through particular clearinghouses,central agents or exchanges may increase our concentration of risk with respect to these entities.As a result,concerns about,or a default or thr

250、eatened default by,one or more such entities could lead to significant market-wide liquidity and credit problems,losses or defaults by other institutions,or require financial commitments to multilateral actions intended to support market stability.This is sometimes referred to as systemic risk and m

251、ay adversely affect financial intermediaries,such as clearinghouses,clearing agencies,exchanges,banks and securities firms,with which we interact on a daily basis and,therefore,could adversely affect us.See also“Systemic Risk Regime”under“BusinessSupervision and RegulationFinancial Holding Company.”

252、Operational RiskOperational risk refers to the risk of loss,or of damage to our reputation,resulting from inadequate or failed processes or systems,human factors(e.g.,inappropriate or unlawful conduct)or external events(e.g.,cyberattacks or third-party vulnerabilities)that may manifest as,for exampl

253、e,loss of information,business disruption,theft and fraud,legal,regulatory and compliance risks,or damage to physical assets.We may experience operational risk across the full scope of our business activities,including revenue-generating activities and support and control groups(e.g.,information tec

254、hnology(“IT”)and trade processing).Legal,regulatory and compliance risk is included in the scope of operational risk and is discussed below under“Legal,Regulatory and Compliance Risk.”For more information on how we monitor and manage operational risk,see“Quantitative and Qualitative Disclosures abou

255、t RiskOperational Risk.”We are subject to operational risks,including a failure,breach or other disruption of our operations or security systems or those of our third parties(or third parties thereof),as well as human error or malfeasance,which could adversely affect our businesses or reputation.Our

256、 businesses are highly dependent on our ability to process and report,on a daily basis,a large number of transactions across numerous and diverse markets in many currencies.We may introduce new products or services or change processes or reporting,including in connection with new regulatory requirem

257、ents,or integration of processes or systems of acquired companies,resulting in new operational risk that we may not fully appreciate or identify.The trend toward direct access to automated,electronic markets,and the move to more automated trading platforms has resulted in the use of increasingly com

258、plex technology that relies on the continued effectiveness of the programming code and integrity of the data to process the trades.We rely on the ability of our employees,our consultants,our internal systems and systems at technology centers maintained by unaffiliated third parties to operate our di

259、fferent businesses and process a high volume of transactions.Unusually high trading volumes or site usage could cause our systems to operate at an unacceptably slow speed or even fail.Disruptions to,destruction of,instability of or other failure to effectively maintain our IT systems or external tec

260、hnology that allows our clients and customers to use our products and services(including our self-directed brokerage platform and mobile services)could harm our business and our reputation.As a major participant in the global capital markets,we face the risk of incorrect valuation or risk management

261、 of our trading positions due to flaws in data,models,electronic trading systems or processes,or due to fraud or cyberattacks.We also face the risk of operational failure or disruption of any of the clearing agents,exchanges,clearinghouses or other financial intermediaries we use to facilitate our l

262、ending,securities and derivatives transactions.In addition,in the event of a breakdown or improper operation or disposal of our,or a direct or indirect third partys(or third parties thereof)systems,processes or information assets,or improper or unauthorized action by third parties,including consulta

263、nts and subcontractors or our employees,we have received in the past and may receive in the future regulatory sanctions,and could suffer financial loss,an impairment to our liquidity position,a disruption of our businesses or damage to our reputation.In addition,the interconnectivity of multiple fin

264、ancial institutions with central agents,exchanges and clearinghouses,and the increased importance of these entities,increases the risk that an operational failure at one institution or entity may cause an industrywide operational failure that could materially impact our ability to conduct business.F

265、urthermore,the concentration of Firm and personal information held by a small number of third parties increases the risk that a breach or disruption at a key third party may cause an industrywide event that could significantly increase the cost and risk of conducting business.These risks may be heig

266、htened to the extent that we rely on third parties that are concentrated in a geographic area.There can be no assurance that our or our third parties business contingency and security response plans fully mitigate all potential risks to us.Our ability to conduct business may be adversely affected by

267、 a disruption in the infrastructure that supports our businesses and the communities where we are located.This may include a disruption involving physical site access;software flaws and Table of Contents 15December 2024 Form 10-Kvulnerabilities;cybersecurity incidents;terrorist activities;political

268、unrest;disease pandemics;catastrophic events;climate-related incidents and natural disasters(such as earthquakes,tornadoes,floods,hurricanes and wildfires);electrical outages;environmental hazards;computer servers;internet outages;client access to our digital platforms and mobile applications;commun

269、ication platforms or other services we use;new technologies(such as generative artificial intelligence);and our employees or third parties with whom we conduct business.Although we and the third parties with whom we conduct business employ backup systems for data,those backup systems may be unavaila

270、ble following a disruption,the affected data may not have been backed up or may not be recoverable from the backup,the backup systems may not process data as accurately or efficiently as the primary systems or the backup data may be costly to recover,any of which could adversely affect our business.

271、Notwithstanding evolving technology and technology-based risk and control systems,our businesses ultimately rely on people,including our employees and those of our third parties(or third parties thereof).As a result of human error or engagement in violations of applicable policies,laws,rules or proc

272、edures,certain errors or violations are not always discovered immediately by our technological processes or by our controls and other procedures that are intended to prevent and detect such errors or violations.These can include calculation or input errors,inadvertent or duplicate payments,mistakes

273、in addressing emails or other communications,errors in software or model development or implementation,or errors in judgment,as well as intentional efforts to disregard or circumvent applicable policies,laws,rules or procedures.Our use of new technologies may be undermined by such human errors or mi

274、sconduct due to undetected flaws or biases in the algorithms or data utilized by such technologies.Human errors and malfeasance,even if promptly discovered and remediated,can result in material losses and liabilities for us,and negatively impact our reputation in the future.We conduct business in va

275、rious jurisdictions outside the U.S.,including jurisdictions that may not have comparable levels of protection for their corporate assets,such as intellectual property,trademarks,trade secrets,know-how,and customer information and records.The protection afforded in those jurisdictions may be less es

276、tablished and/or predictable than in the U.S.or other jurisdictions in which we operate.As a result,there may also be heightened risks associated with the potential theft of their data,technology and intellectual property in those jurisdictions by domestic or foreign actors,including private parties

277、 and those affiliated with or controlled by state actors.Additionally,we are subject to complex and evolving U.S.and international laws and regulations governing areas such as cybersecurity,privacy and data governance,transfer and protection,which may differ and potentially conflict,in various juris

278、dictions.Any theft of data,technology or intellectual property may negatively impact our operations and reputation,including disrupting the business activities of our subsidiaries,affiliates,joint ventures or clients conducting business in those jurisdictions.A cyberattack,information or security br

279、each or a technology failure of ours or a third party could adversely affect our ability to conduct our business or manage our exposure to risk,or result in disclosure or misuse of personal,confidential or proprietary information and otherwise adversely impact our results of operations,liquidity and

280、 financial condition,as well as cause reputational harm.Cybersecurity risks for financial institutions have significantly increased in recent years,in part because of the proliferation of new technologies;the use of the internet,mobile telecommunications and cloud technologies to conduct financial t

281、ransactions;and the increased sophistication and activities of organized crime,hackers,terrorists,nation-states,state-sponsored actors and other parties.Any of these parties may also attempt to fraudulently induce employees,customers,clients,vendors or other third parties or users of our systems to

282、disclose sensitive information in order to gain access to our networks,systems or data or those of our employees or clients,and such parties may see their effectiveness enhanced by the use of artificial intelligence.Global events and geopolitical instability have also led to increased nation-state t

283、argeting of financial institutions in the U.S.and abroad.Information security risks may also derive from human error,fraud or malice on the part of our employees or third parties,software bugs,server malfunctions,software or hardware failure or other technological failure.For example,human error has

284、 led to the loss of the Firms physical data-bearing devices in the past.These risks may be heightened by several factors,including remote work,reliance on new technologies(such as generative artificial intelligence)or as a result of the integration of acquisitions and other strategic initiatives tha

285、t may subject us to new technology,customers or third-party providers.In addition,third parties with whom we do business or share information,and each of their service providers,our regulators and the third parties with whom our customers and clients share information used for authentication,may als

286、o be sources of cybersecurity and information security risks,particularly where these activities are beyond our security and control systems.There is no guarantee that the measures we take will provide absolute security or recoverability given that the techniques used in cyberattacks are complex,fre

287、quently change and are difficult to anticipate.Like other financial services firms,the Firm,its third-party providers and its clients continue to be the subject of unauthorized access attacks;mishandling,loss,theft or misuse of information;computer viruses or malware;cyberattacks designed to obtain

288、confidential information,destroy data,disrupt or degrade service,sabotage systems or networks,impede our ability to execute or confirm settlement of transactions or cause other damage;ransomware;denial of Table of Contents December 2024 Form 10-K16service attacks;data breaches;social engineering att

289、acks;phishing attacks;and other events.There can be no assurance that such unauthorized access,mishandling or misuse of information,or cybersecurity incidents will not occur in the future and they could occur more frequently and on a more significant scale.We maintain a significant amount of persona

290、l and confidential information on our customers,clients and certain counterparties that we are required to protect under various state,federal and international data protection and privacy laws.These laws may be in conflict with one another or courts and regulators may interpret them in ways that we

291、 had not anticipated or that adversely affect our business.A cyberattack,information or security breach,or a technology failure of ours or of a third party could jeopardize our or our clients,employees,partners,vendors or counterparties personal,confidential,proprietary or other information processe

292、d and stored in,and transmitted through,our and our third parties computer systems and networks.Furthermore,such events could cause interruptions or malfunctions in our,our clients,partners,vendors,counterparties or third parties operations,as well as the unauthorized release,gathering,monitoring,mi

293、suse,loss or destruction of personal,confidential,proprietary and other information of ours,our employees,our customers or of other third parties.Any of these events could result in reputational damage with our clients and the market,client dissatisfaction,additional costs to us to maintain and upda

294、te our operational and security systems and infrastructure,violation of the applicable data protection and privacy laws,regulatory investigations and enforcement actions,litigation exposure,or fines or penalties,any of which could adversely affect our business,financial condition or results of opera

295、tions.Given our global footprint and the high volume of transactions we process;the large number of clients,partners,vendors and counterparties we interact with to conduct business;and the increasing sophistication of cyberattacks;a cyberattack or information or security breach could occur and persi

296、st for an extended period of time without detection.It could take considerable time for us to determine the scope,extent,amount and type of information compromised,and the impact of such an attack may not be fully understood.During such time,we would not necessarily know the extent of the harm or ho

297、w best to remediate it,and certain errors or actions could be repeated or compounded before they are discovered and remediated,if at all,all or any of which would further increase the costs and consequences of a cyberattack or information security incident.While many of our agreements with partners

298、and third parties include indemnification provisions,we may not be able to recover sufficiently,or at all,under such provisions to adequately offset any losses we may incur.In addition,although we maintain insurance coverage that may,subject to policy terms and conditions,cover certain aspects of cy

299、ber and information security risks,such insurance coverage may be insufficient to cover any or all losses we may incur,and we cannot be sure that such insurance will continue to be available to us on commercially reasonable terms,or at all,or that our insurers will not deny coverage as to any future

300、 claim.We continue to make investments with a view toward maintaining and enhancing our cybersecurity,resilience and information security posture,including investments in technology and associated technology risk management activities.The cost of managing cybersecurity and information security risks

301、 and attacks,along with complying with new,increasingly expansive and evolving regulatory requirements,could adversely affect our results of operations and business.Liquidity RiskLiquidity risk refers to the risk that we will be unable to finance our operations due to a loss of access to the capital

302、 markets or difficulty in liquidating our assets.Liquidity risk also encompasses our ability(or perceived ability)to meet our financial obligations without experiencing significant business disruption or reputational damage that may threaten our viability as a going concern,as well as the associated

303、 funding risks triggered by the market or idiosyncratic stress events that may negatively affect our liquidity and may impact our ability to raise new funding or the cost of new funding.For more information on how we monitor and manage liquidity risk,see“Managements Discussion and Analysis of Financ

304、ial Condition and Results of OperationsLiquidity and Capital Resources”and“Quantitative and Qualitative Disclosures about RiskLiquidity Risk.”Liquidity is essential to our businesses and we rely on external sources to finance a significant portion of our operations.Liquidity is essential to our busi

305、nesses.Our liquidity could be negatively affected by our inability to raise funding in the long-term or short-term debt capital markets,our inability to access the secured lending markets,our inability to attract and retain deposits,or unanticipated outflows of cash or collateral by customers or cli

306、ents.Factors that we cannot control,such as volatility and disruption of the financial markets or negative views about the financial services industry generally,including concerns regarding fiscal matters in the U.S.and other geographic areas,could impair our ability to raise funding.In addition,our

307、 ability to raise funding could be impaired if investors,depositors or lenders develop a negative perception of our long-term or short-term financial prospects due to factors such as an incurrence of large trading,credit or operational losses,a downgrade by the rating agencies,a decline in the level

308、 of our business activity,if regulatory authorities take significant action against us or our industry,or if we discover significant employee misconduct or illegal activity.Table of Contents 17December 2024 Form 10-KIf we are unable to raise funding using the methods described above,we would likely

309、need to utilize other funding sources or finance or liquidate unencumbered assets,such as our investment portfolios or trading assets,to meet maturing liabilities or other obligations.We may be unable to sell some of our assets or we may have to sell assets at a discount to market value,either of wh

310、ich could adversely affect our results of operations,cash flows and financial condition.Our borrowing costs and access to the debt capital markets depend on our credit ratings.The cost and availability of unsecured financing generally are impacted by(among other things)our long-term and short-term c

311、redit ratings.The rating agencies continue to monitor certain Firm-specific and industrywide factors that are important to the determination of our credit ratings.These include governance,capital adequacy,the level and quality of earnings,liquidity and funding,risk appetite and management,asset qual

312、ity,strategic direction,business mix,regulatory or legislative changes,macroeconomic environment and perceived levels of support,and it is possible that the rating agencies could downgrade our ratings and those of similar institutions.Our credit ratings also can have an adverse impact on certain tra

313、ding revenues,particularly in those businesses where longer-term counterparty performance is a key consideration,such as OTC and other derivative transactions,including credit derivatives and interest rate swaps.In connection with certain OTC trading agreements and certain other agreements associate

314、d with our Institutional Securities business segment,we may be required to provide additional collateral to,or immediately settle any outstanding liability balance with,certain counterparties in the event of a credit rating downgrade.Termination of our trading agreements could cause us to sustain lo

315、sses and impair our liquidity by requiring us to find other sources of financing or to make significant payments in the form of cash or securities.The additional collateral or termination payments that may occur in the event of a future credit rating downgrade vary by contract and can be based on ra

316、tings by Moodys Investors Service,Inc.,S&P Global Ratings and/or other rating agencies.See also“Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesCredit RatingsIncremental Collateral or Terminating Payments.”We are a holding company an

317、d depend on payments from our subsidiaries.The Parent Company has no business operations and depends on dividends,distributions,loans and other payments from its subsidiaries to fund dividend payments and to fund all payments on its obligations,including debt obligations.Regulatory restrictions,tax

318、restrictions or elections and other legal restrictions may limit our ability to transfer funds freely,either to or from our subsidiaries.In particular,many of our subsidiaries,including our bank and broker-dealer subsidiaries,are subject to laws,regulations and self-regulatory organization rules tha

319、t,in certain circumstances,limit,as well as permit regulatory bodies to block or reduce,the flow of funds to the Parent Company,or that prohibit such transfers or dividends altogether,including steps to“ring fence”entities by regulators outside the U.S.to protect clients and creditors of such entiti

320、es.These laws,regulations and rules may hinder our ability to access funds that we may need to make payments on our obligations.Furthermore,as a BHC,we may become subject to a prohibition or to limitations on our ability to pay dividends.The U.S.banking agencies have the authority,and under certain

321、circumstances the duty,to prohibit or to limit the payment of dividends or other capital actions by the banking organizations they supervise,including us and our U.S.Bank Subsidiaries.See“We may be prevented from paying dividends or taking other capital actions because of regulatory constraints or r

322、evised regulatory capital requirements”under“Legal,Regulatory and Compliance Risk”herein.Our liquidity and financial condition have in the past been,and in the future could be,adversely affected by U.S.and international markets and economic conditions.Our ability to raise funding in the long-term or

323、 short-term debt capital markets or the equity markets,or to access secured lending markets,has in the past been,and could in the future be,adversely affected by conditions in the U.S.and international markets and economies.In particular,our cost and availability of funding in the past have been,and

324、 may in the future be,adversely affected by illiquid credit markets,interest rates and wider credit spreads.Significant turbulence in the U.S.,the E.U.and other international markets and economies could adversely affect our liquidity and financial condition and the willingness of certain counterpart

325、ies and customers to do business with us.Legal,Regulatory and Compliance RiskLegal,regulatory and compliance risk includes the risk of legal or regulatory sanctions;material financial loss,including fines,penalties,judgments,damages and/or settlements;limitations on our business;or loss to reputatio

326、n we may suffer as a result of our failure to comply with laws,regulations,rules,related self-regulatory organization standards and codes of conduct applicable to our business activities.This risk also includes contractual and commercial risk,such as the risk that a counterpartys performance obligat

327、ions will be unenforceable.It also includes compliance with AML,terrorist financing and anti-corruption rules and regulations.For more information on how we monitor and manage legal,regulatory and compliance risk,see“Quantitative and Qualitative Disclosures about RiskLegal,Regulatory and Compliance

328、Risk.”Table of Contents December 2024 Form 10-K18The financial services industry is subject to extensive regulation,and changes in regulation will impact our business.Like other major financial services firms,we are subject to extensive regulation by U.S.federal and state regulatory agencies and sec

329、urities exchanges,and by regulators and exchanges in each of the major markets where we conduct our business,including an increasing number of complex sanctions and disclosure regimes.These laws and regulations,which may continue to increase in volume and complexity,significantly affect the way and

330、costs of doing business and can restrict the scope of our existing businesses and limit our ability to expand our product offerings and pursue certain investments.The Firm and its employees are subject to wide-ranging regulation and supervision,which,among other things,subject us to intensive scruti

331、ny of our businesses and any plans for expansion of those businesses through acquisitions or otherwise,limitations on activities,a systemic risk regime that imposes heightened capital and liquidity and funding requirements,including the global implementation of capital standards established by the B

332、asel Committee,and other enhanced prudential standards,resolution regimes and resolution planning requirements,requirements for maintaining minimum amounts of TLAC and external long-term debt,restrictions on activities and investments imposed by the Volcker Rule,comprehensive derivatives regulation,

333、interest rate benchmark requirements,commodities regulation,market structure regulation,consumer protection regulation,AML,terrorist financing and anti-corruption rules and regulations,tax regulations and interpretations,antitrust laws,trade and transaction reporting obligations,requirements related to preventing the misuse of confidential information,including material non-public information,reco