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Risks Related to Our Spin-Off
Certain of our historical financial results are as a business segment of Morgan Stanley and therefore may not be
representative of our results as a separate, stand-alone company.
Certain historical financial information we have included in this filing has been derived from Morgan Stanley’s
consolidated financial statements and does not necessarily reflect what our financial condition, results of operations or
cash flows would have been had we operated as a separate, stand-alone company during the periods presented. For
example, our funding costs increased after our separation from Morgan Stanley. In addition, certain historical costs and
expenses reflected in our audited consolidated financial statements include an allocation for certain corporate functions
historically provided by Morgan Stanley, including general corporate expenses, employee benefits and incentives. These
allocations were based on what we and Morgan Stanley considered to be reasonable reflections of the historical
utilization levels of these services required in support of our business. This historical information does not necessarily
indicate what our results of operations, financial condition, cash flows or costs and expenses would have been had we
operated as a separate, stand-alone entity, nor is it indicative of what our results will be in the future.
Special Note Regarding Forward-Looking Statements
This annual report on Form 10-K and materials we have filed or will file with the SEC (as well as information included
in our other written or oral statements) contain or will contain certain statements that are forward-looking within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and
results may differ materially from those expressed in, or implied by, our forward-looking statements. Words such as
“expects,” “anticipates,” “believes,” “estimates” and other similar expressions or future or conditional verbs such as
“will,” “should,” “would” and “could” are intended to identify such forward-looking statements. You should not rely solely
on the forward-looking statements and should consider all uncertainties and risks throughout this annual report on Form
10-K, including those described under “Risk Factors.” The statements are only as of the date they are made, and we
undertake no obligation to update any forward-looking statement.
Possible events or factors that could cause results or performance to differ materially from those expressed in our
forward-looking statements include the following:
• changes in economic variables, such as the availability of consumer credit, the housing market, energy costs, the
number and size of personal bankruptcy filings, the rate of unemployment and the levels of consumer confidence
and consumer debt, and investor sentiment;
• the impact of current, pending and future legislation, regulation and regulatory and legal actions, including new
laws and rules limiting or modifying certain credit card practices, new laws and rules affecting securitizations, new
laws and rules related to government programs to stabilize the financial markets and regulations related to
becoming a bank holding company;
• the restrictions on our operations resulting from financing transactions including participation in the U.S. Treasury’s
Capital Purchase Program;
• the actions and initiatives of current and potential competitors;
• our ability to successfully achieve card acceptance across our networks and maintain relationships with network
participants;
• our ability to manage our credit risk, market risk, liquidity risk, operational risk, legal and compliance risk, and
strategic risk;
• the availability and cost of funding and capital;
• access to deposit, securitization, equity, debt and credit markets;
• the impact of rating agency actions;
• the level and volatility of equity prices, commodity prices and interest rates, currency values, investments, other
market fluctuations and other market indices;
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