STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, …

STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2016 AND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Board of Directors of National Financial Services LLC: In our opinion, the accompanying statement of financial condition presents fairly, in all material respects, the financial position of National Financial Services LLC (the "Company") at December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. The statement of financial condition is the responsibility of the Company's management. Our responsibility is to express an opinion on the statement of financial condition based on our audit. We conducted our audit of this statement of financial condition in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition, assessing the accounting principles used and significant estimates made by management, and evaluating the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.

February 17, 2017

PricewaterhouseCoopers LLP, PricewaterhouseCoopers Center, 300 Madison Avenue, New York, NY 10017 T: (646) 471 3000, F: (813) 286 6000, us

NATIONAL FINANCIAL SERVICES LLC STATEMENT OF FINANCIAL CONDITION

AS OF DECEMBER 31, 2016 (Dollars in millions)

ASSETS Cash Cash and securities segregated under federal regulations

(includes securities owned with a fair value of $4,536) Securities borrowed Resale agreements Securities received as collateral from affiliate

Receivables: Brokers, dealers and other organizations Customers, net of allowance for doubtful accounts Total receivables

Securities owned - at fair value ($408 pledged as collateral) Other assets

Total assets

LIABILITIES Securities loaned Repurchase agreements Obligation to return securities received as collateral from affiliate

Payables: Brokers, dealers and other organizations Customers Drafts Affiliates Total payables

Securities sold, but not yet purchased - at fair value Accrued expenses and other liabilities

Total liabilities

COMMITMENTS AND CONTINGENCIES

MEMBER'S EQUITY Member's equity

Total liabilities and member's equity

The accompanying notes are an integral part of the statement of financial condition 2

$ 401

62,153 10,613

591 20

954 16,492 17,446

2,087 348

$ 93,659

$ 3,390 125 20

2,414 82,599

445 221 85,679

25 190 89,429

4,230

$ 93,659

NATIONAL FINANCIAL SERVICES LLC NOTES TO STATEMENT OF FINANCIAL CONDITION

(Dollars in millions)

1. Organization:

National Financial Services LLC (the "Company"), a single member limited liability company ("LLC"), is wholly owned by Fidelity Global Brokerage Group, Inc. (the "Parent"), a wholly owned subsidiary of FMR LLC ("FMR" or "Ultimate Parent").

The Company is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is licensed to transact on the NYSE Euronext and various national and regional stock and option exchanges. The Company provides a wide range of securities related services to a diverse customer base primarily in the United States. The Company's client base includes institutional and individual investors, introducing brokerdealers, investment advisors and corporations. The Company engages in brokerage, clearance, custody and financing activities for which it receives fees from customers. The Company also engages in securities transactions either on a principal or agent basis and facilitates securities transactions for its clients. The Company earns a significant amount of its revenues providing clearing and other services for an affiliated broker-dealer, Fidelity Brokerage Services LLC ("FBS"). FBS provides securities brokerage services to a retail customer base that affect transactions across a wide array of financial instruments.

2. Summary of Significant Accounting Policies:

Basis of Presentation and Use of Estimates

The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including fair value measurements, and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates included in the statement of financial condition.

Cash

For the purposes of reporting amounts in the statement of financial condition, the Company defines cash as cash on hand, demand deposits, and time deposits with maturities less than 60 days. The Company generally invests excess cash into money market funds, which are classified as securities owned in the statement of financial condition.

Cash and Securities Segregated Under Federal Regulations

The Company is required by SEC regulations to segregate cash and securities to satisfy rules regarding the protection of customer assets. As of December 31, 2016, the Company had $62,153 of cash and securities segregated to be in compliance with regulations. This balance includes resale agreements, which are collateralized by U.S. Government and agency securities. Resale agreements are accounted for as collateralized financing transactions that are recorded at their contractual amounts plus accrued interest. Cash and securities segregated under federal regulations also include interest bearing cash deposits and U.S. Government and agency securities, which are recorded at fair value. These balances are disclosed in the statement of financial condition under cash and securities segregated under federal regulations.

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NATIONAL FINANCIAL SERVICES LLC NOTES TO STATEMENT OF FINANCIAL CONDITION

(Dollars in millions)

2. Summary of Significant Accounting Policies, continued:

Receivables from and Payables to Brokers, Dealers and Other Organizations and Customers

Receivables from brokers, dealers and other organizations include amounts receivable for securities failed to deliver, clearing deposits, commissions receivable and margin loans made to the Company's introducing brokers. The Company also has receivables from mutual fund companies related to its customers' sales of mutual funds, of which $57 is from mutual funds managed by an affiliate.

Receivables from brokers, dealers and other organizations consist of the following at December 31, 2016:

Clearing organizations Mutual fund companies Broker dealers

Total

$

475

252

227

$

954

Payables to brokers, dealers and other organizations includes amounts payable for securities failed to receive and amounts payable to clearing organizations and broker dealers arising from unsettled trades. The Company also has payables to mutual fund companies related to its customers' purchases of mutual funds, of which $845 is to mutual funds managed by an affiliate. Payables to brokers, dealers and other organizations consist of the following at December 31, 2016:

Mutual fund companies Broker dealers Clearing organizations

Total

$

1,252

698

464

$

2,414

Receivables from and payables to customers include amounts related to both cash and margin transactions. Receivables also include non-purpose loans, which are collateralized at December 31, 2016. The Company records customer transactions on a settlement date basis, which is generally three business days after trade date, with the related commission and clearing fees revenue and related expenses recorded on a trade date basis. The Company's customer base is monitored through a review of account balance aging, collateral value in the account and an assessment of the customer's financial condition. An allowance against doubtful receivables is established through a combination of specific identification of doubtful accounts and an aging review of all unsecured accounts. At December 31, 2016, unsecured receivables from customers were $7, for which the Company recorded an allowance for doubtful accounts of $4. Securities owned by customers, including those that collateralize margin transactions, are not reflected on the accompanying statement of financial condition.

Other Assets and Accrued Expenses and Other Liabilities

Other assets primarily consists of furniture, office equipment, leasehold improvements and software, net of accumulated depreciation and amortization, interest and dividends receivable, deferred implementation costs and concession payments. Accrued expenses and other liabilities primarily consist of accrued compensation and interest payable.

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NATIONAL FINANCIAL SERVICES LLC NOTES TO STATEMENT OF FINANCIAL CONDITION

(Dollars in millions)

2. Summary of Significant Accounting Policies, continued:

Other Assets and Accrued Expenses and Other Liabilities, continued:

Furniture, office equipment, leasehold improvements and software are stated at cost less accumulated depreciation and amortization. Software includes certain costs incurred for purchasing or developing software for internal use. Depreciation is computed using the straight-line method based on estimated useful lives as follows: furniture and office equipment, three to five years; leasehold improvements, the shorter of their useful lives or the remainder of the lease term; and software, generally three years.

Included in other assets are fixed assets of $116 with a cost of $273 and accumulated depreciation of $157.

Deferred implementation costs are specific software requirements associated with client implementation. These costs are amortized using the straight-line method over the expected service periods.

Concession payments are the costs of acquiring or retaining customers. These concessions are amortized using the straight-line method over the contractual period.

These long-lived assets in the statement of financial condition are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. When the long-lived asset is not expected to provide any service future potential the asset is reduced to its net realizable value.

Income Taxes

As a single-member limited liability company, the Company is disregarded as an entity separate from its owner and the operations are included in the federal and state income tax returns of FMR. Therefore, the Company has not recorded any income tax expense/benefit or tax asset/liability.

Recent Accounting Pronouncements

Leases In February 2016, the FASB issued new guidance on accounting for leases. This guidance requires a lessee to account for leases as finance or operating leases. Both types of leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability on its balance sheet. The new guidance will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the statement of financial condition.

3. Cash and Securities Segregated Under Federal Regulations:

Cash and securities segregated under federal regulations consist of the following at December 31, 2016:

U.S. Government and agency securities obtained as collateral under resale agreements (See Note 2) U.S. Government and agency securities - at fair value Interest bearing cash deposits

Total

$ 57,614 4,536 3

$ 62,153

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NATIONAL FINANCIAL SERVICES LLC NOTES TO STATEMENT OF FINANCIAL CONDITION

(Dollars in millions)

4. Credit Facilities:

The Company has entered into committed and uncommitted overnight credit facilities which are borrowed against periodically to satisfy daily operating needs. The committed credit facility permits the Company to borrow at any time up to $500 million and requires the payment of a commitment fee. At December 31, 2016, the Company had uncommitted credit facilities with fourteen financial institutions. There were no outstanding borrowings against these committed or uncommitted facilities at December 31, 2016. The Company also has a liquidity facility with FMR. There were no borrowings under this line as of December 31, 2016.

Amounts available under these facilities at December 31, 2016 were as follows:

Committed, unsecured credit facilities Uncommitted facilities:

Secured Unsecured Liquidity facility with FMR

$ 500

500 3,050 2,000 $ 6,050

5. Securities Owned and Securities Sold, but Not Yet Purchased:

Securities owned and securities sold, but not yet purchased consist of the following December 31, 2016:

Securities owned - at fair value: Money market funds U.S. Government and agency Municipals Equities Corporates Other

Total

$ 1,600 410 36 30 5 6

$ 2,087

Securities sold, but not yet purchased - at fair value: U.S. Government and agency Equities Other

Total

$ 17 3 5

$ 25

6

NATIONAL FINANCIAL SERVICES LLC NOTES TO STATEMENT OF FINANCIAL CONDITION

(Dollars in millions)

6. Derivative Financial Instruments:

The Company enters into foreign exchange contracts to facilitate certain customer transactions. These contracts are subject to volatility in the currency markets. The contracts are recorded at fair value in the Company's statement of financial condition. The Company's determination of fair value includes an assessment of non-performance risk. As of December 31, 2016, the Company recorded $4 of unrealized gain related to these contracts, which is included in securities owned - at fair value, in the statement of financial condition. The notional value of the outstanding contracts purchased as of December 31, 2016 totaled $411, which is indicative of the notional values throughout the year.

7. Commitments and Contingencies:

Leases

The Company leases certain office space and equipment under non-cancelable operating leases that expire over various terms. Many lease agreements contain renewal options and operating expense escalation clauses.

Future minimum commitments under these leases are as follows:

2017 2018 2019 2020 2021 Thereafter

$ 7 7 7 7 7 32

Litigation

The Company has been named as a defendant in several legal proceedings and is subject to regulatory inquiries incidental to the nature of its business. The Company reviews such matters on a case by case basis and records reserves if a loss is probable and the amount of the loss can be reasonably estimated. The resolution of such actions is not expected to materially impact the Company's statement of financial condition.

Guarantees

Guarantees are defined as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying input (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) in relation to an asset, liability or equity security of a guaranteed party. Guarantees are also defined as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of the indebtedness of others.

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