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RAYMOND JAMES FINANCIAL INC - Quarter Report: 2018 March (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark one)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
to
 
Commission File Number: 1-9109
RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Florida
 
No. 59-1517485
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
880 Carillon Parkway, St. Petersburg, Florida 33716
(Address of principal executive offices)    (Zip Code)
(727) 567-1000
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
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 (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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller 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.
Large accelerated filer x
 
Accelerated filer o
 
 
 
Non-accelerated filer o (Do not check if a smaller reporting company)
 
Smaller reporting company o
 
 
 
 
 
Emerging growth company o
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 mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨                               No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

145,861,837 shares of common stock as of May 7, 2018


RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

INDEX
 
 
 
PAGE
PART I
 
 
Item 1.
 
 
 
Condensed Consolidated Statements of Financial Condition as of March 31, 2018 and September 30, 2017 (Unaudited)
 
 
Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended March 31, 2018 and March 31, 2017 (Unaudited)
 
 
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended March 31, 2018 and March 31, 2017 (Unaudited)
 
 
Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2018 and March 31, 2017 (Unaudited)
 
 
 
 
 
Note 1 - Organization and basis of presentation
 
 
Note 2 - Update of significant accounting policies
 
 
Note 3 - Acquisitions
 
 
Note 4 - Fair value
 
 
Note 5 - Available-for-sale securities
 
 
Note 6 - Derivative financial instruments
 
 
Note 7 - Collateralized agreements and financings
 
 
Note 8 - Bank loans, net
 
 
Note 9 - Variable interest entities
 
 
Note 10 - Goodwill and identifiable intangible assets, net
 
 
Note 11 - Bank deposits
 
 
Note 12 - Other borrowings
 
 
Note 13 - Income taxes
 
 
Note 14 - Commitments, contingencies and guarantees
 
 
Note 15 - Accumulated other comprehensive income/(loss)
 
 
Note 16 - Interest income and interest expense
 
 
Note 17 - Share-based and other compensation
 
 
Note 18 - Regulatory capital requirements
 
 
Note 19 - Earnings per share
 
 
Note 20 - Segment information
Item 2.
 
Item 3.
 
Item 4.
 
PART II
 
 
Item 1.
 
Item 1A.
 
Item 2.
 
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 3.
 
Item 4.
 
Mine Safety Disclosures
Item 5.
 
Item 6.
 
 
 


2


PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
$ in thousands, except per share amounts
 
March 31, 2018
 
September 30, 2017
Assets:
 

 

Cash and cash equivalents
 
$
3,139,938

 
$
3,669,672

Assets segregated pursuant to regulations and other segregated assets
 
3,079,483

 
3,476,085

Securities purchased under agreements to resell
 
448,474

 
404,462

Securities borrowed
 
163,981

 
138,319

Financial instruments owned, at fair value:
 
 
 
 
Trading instruments (includes $603,106 and $357,099 pledged as collateral)
 
824,886

 
564,263

Available-for-sale securities
 
2,559,303

 
2,188,282

Derivative assets
 
246,001

 
318,775

Private equity investments
 
193,135

 
198,779

Other investments (includes $41,629 and $6,640 pledged as collateral)
 
262,925

 
220,980

Brokerage client receivables, net
 
2,875,109

 
2,766,771

Receivables from brokers, dealers and clearing organizations
 
283,156

 
268,021

Other receivables
 
628,375

 
652,769

Bank loans, net
 
18,150,913

 
17,006,795

Loans to financial advisors, net
 
885,218

 
873,272

Investments in real estate partnerships held by consolidated variable interest entities
 
95,055

 
111,743

Property and equipment, net
 
468,347

 
437,374

Deferred income taxes, net
 
219,094

 
313,486

Goodwill and identifiable intangible assets, net
 
646,809

 
493,183

Other assets
 
860,669

 
780,425

Total assets
 
$
36,030,871

 
$
34,883,456

 
 
 
 
 
Liabilities and equity:
 
 
 
 
Bank deposits
 
$
18,711,903

 
$
17,732,362

Securities sold under agreements to repurchase
 
142,791

 
220,942

Securities loaned
 
304,192

 
383,953

Financial instruments sold but not yet purchased, at fair value:
 
 
 
 
Trading instruments
 
326,211

 
221,449

Derivative liabilities
 
300,959

 
356,964

Brokerage client payables
 
5,953,541

 
5,411,829

Payables to brokers, dealers and clearing organizations
 
296,075

 
172,714

Accrued compensation, commissions and benefits
 
901,723

 
1,059,996

Other payables
 
600,538

 
567,045

Other borrowings
 
901,588

 
1,514,012

Senior notes payable
 
1,549,128

 
1,548,839

Total liabilities
 
29,988,649


29,190,105

Commitments and contingencies (see Note 14)
 


 


Equity
 
 
 
 
Preferred stock; $.10 par value; 10,000,000 shares authorized; -0- shares issued and outstanding
 

 

Common stock; $.01 par value; 350,000,000 shares authorized; 155,915,215 and 154,228,235 shares issued as of March 31, 2018 and September 30, 2017, respectively, and 145,551,740 and 144,096,521 shares outstanding as of March 31, 2018 and September 30, 2017, respectively
 
1,559

 
1,542

Additional paid-in capital
 
1,747,993

 
1,645,397

Retained earnings
 
4,626,064

 
4,340,054

Treasury stock, at cost; 10,332,461 and 10,084,038 common shares as of March 31, 2018 and September 30, 2017, respectively
 
(412,106
)
 
(390,081
)
Accumulated other comprehensive loss
 
(22,523
)
 
(15,199
)
Total equity attributable to Raymond James Financial, Inc.
 
5,940,987

 
5,581,713

Noncontrolling interests
 
101,235

 
111,638

Total equity
 
6,042,222

 
5,693,351

Total liabilities and equity
 
$
36,030,871

 
$
34,883,456

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

3


RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands, except per share amounts
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
 
Securities commissions and fees
 
$
1,117,280

 
$
992,112

 
$
2,220,846

 
$
1,976,497

Investment banking
 
105,815

 
102,377

 
170,717

 
163,802

Investment advisory and related administrative fees
 
151,433

 
110,280

 
293,456

 
218,523

Interest income
 
248,846

 
192,544

 
480,575

 
375,326

Account and service fees
 
191,491

 
162,981

 
375,792

 
311,772

Net trading profit
 
14,037

 
15,811

 
33,907

 
36,366

Other
 
28,332

 
24,209

 
47,533

 
46,796

Total revenues
 
1,857,234

 
1,600,314


3,622,826


3,129,082

Interest expense
 
(44,602
)
 
(36,677
)
 
(84,033
)
 
(72,643
)
Net revenues
 
1,812,632

 
1,563,637


3,538,793


3,056,439

Non-interest expenses:
 
 

 
 

 
 
 
 
Compensation, commissions and benefits
 
1,196,648

 
1,035,714

 
2,349,415

 
2,042,181

Communications and information processing
 
96,685

 
76,067

 
180,416

 
148,228

Occupancy and equipment costs
 
49,701

 
47,498

 
99,515

 
93,550

Business development
 
42,806

 
41,519

 
76,599

 
76,881

Investment sub-advisory fees
 
23,121

 
17,778

 
45,442

 
37,073

Bank loan loss provision
 
7,549

 
7,928

 
8,565

 
6,888

Acquisition-related expenses
 

 
1,086

 
3,927

 
13,752

Losses on extinguishment of debt
 

 
8,282

 

 
8,282

Other
 
65,033

 
166,462

 
132,141

 
260,786

Total non-interest expenses
 
1,481,543

 
1,402,334


2,896,020


2,687,621

Income including noncontrolling interests and before provision for income taxes
 
331,089

 
161,303


642,773


368,818

Provision for income taxes
 
88,524

 
52,758

 
280,925

 
112,570

Net income including noncontrolling interests
 
242,565

 
108,545


361,848


256,248

Net income/(loss) attributable to noncontrolling interests
 
(282
)
 
(4,210
)
 
159

 
(3,074
)
Net income attributable to Raymond James Financial, Inc.
 
$
242,847

 
$
112,755


$
361,689


$
259,322

 
 
 
 
 
 
 
 
 
Earnings per common share – basic
 
$
1.67

 
$
0.78

 
$
2.49

 
$
1.81

Earnings per common share – diluted
 
$
1.63

 
$
0.77

 
$
2.43

 
$
1.77

Weighted-average common shares outstanding – basic
 
145,385

 
143,367

 
144,920

 
142,732

Weighted-average common and common equivalent shares outstanding – diluted
 
149,037

 
146,779

 
148,530

 
146,119

 
 
 
 
 
 
 
 
 
Net income attributable to Raymond James Financial, Inc.
 
$
242,847

 
$
112,755


$
361,689


$
259,322

Other comprehensive income/(loss), net of tax:
 
 

 
 

 
 
 
 
Net change in unrealized gain/(loss) on available-for-sale securities and non-credit portion of other-than-temporary impairment losses
 
(16,627
)
 
1,952

 
(28,580
)
 
(2,194
)
Net change in unrealized gain/(loss) on currency translations, net of the impact of net investment hedges
 
(2,035
)
 
2,223

 
(2,222
)
 
3,224

Net change in unrealized gain on cash flow hedges
 
16,593

 
1,531

 
23,478

 
27,269

Total comprehensive income
 
$
240,778

 
$
118,461


$
354,365


$
287,621

 










See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

4


RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)

 
 
Six months ended March 31,
$ in thousands, except per share amounts
 
2018
 
2017
Common stock, par value $.01 per share:
 
 
 
 
Balance beginning of year
 
$
1,542

 
$
1,513

Share issuances
 
17

  
23

Balance end of period
 
1,559

 
1,536

 
 
 
 
 
Additional paid-in capital:
 
 

 
 

Balance beginning of year
 
1,645,397

  
1,498,921

Employee stock purchases
 
16,344

  
12,741

Exercise of stock options and vesting of restricted stock units, net of forfeitures
 
29,675

  
30,732

Restricted stock, stock option and restricted stock unit expense
 
55,867

  
52,288

Other
 
710

  
632

Balance end of period
 
1,747,993

 
1,595,314

 
 
 
 
 
Retained earnings:
 
 

 
 

Balance beginning of year
 
4,340,054

  
3,834,781

Net income attributable to Raymond James Financial, Inc.
 
361,689

  
259,322

Cash dividends declared
 
(75,209
)
 
(66,176
)
Other
 
(470
)
 

Balance end of period
 
4,626,064

 
4,027,927

 
 
 
 
 
Treasury stock:
 
 

 
 

Balance beginning of year
 
(390,081
)
 
(362,937
)
Purchases/surrenders
 
(8,231
)
 
(9,113
)
Exercise of stock options and vesting of restricted stock units, net of forfeitures
 
(13,794
)
 
(17,545
)
Balance end of period
 
(412,106
)
 
(389,595
)
 
 
 
 
 
Accumulated other comprehensive loss:
 
 

 
 

Balance beginning of year
 
(15,199
)
 
(55,733
)
Net change in unrealized loss on available-for-sale securities and non-credit portion of other-than-temporary impairment losses, net of tax
 
(28,580
)
 
(2,194
)
Net change in unrealized gain/(loss) on currency translations, net of the impact of net investment hedges, net of tax
 
(2,222
)
 
3,224

Net change in unrealized gain on cash flow hedges, net of tax
 
23,478

 
27,269

Balance end of period
 
(22,523
)
 
(27,434
)
Total equity attributable to Raymond James Financial, Inc.
 
$
5,940,987


$
5,207,748

 
 
 
 
 
Noncontrolling interests:
 
 

 
 

Balance beginning of year
 
$
111,638

 
$
146,431

Net income attributable to noncontrolling interests
 
159

 
(3,074
)
Capital contributions
 

 
9,776

Distributions
 
(10,721
)
 
(28,435
)
Derecognition resulting from sales
 

 
(4,628
)
Other
 
159

 
399

Balance end of period
 
101,235

 
120,469

Total equity
 
$
6,042,222

 
$
5,328,217










See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

5


RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
Net income attributable to Raymond James Financial, Inc.
 
$
361,689

 
$
259,322

Net income/(loss) attributable to noncontrolling interests
 
159

 
(3,074
)
Net income including noncontrolling interests
 
361,848

 
256,248

Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
46,785

 
40,959

Deferred income taxes
 
105,188

 
(38,181
)
Premium and discount amortization on available-for-sale securities and unrealized gain on other investments
 
(5,314
)
 
(18,976
)
Provisions for loan losses, legal and regulatory proceedings and bad debts
 
13,902

 
143,993

Share-based compensation expense
 
58,568

 
55,384

Compensation expense/(benefit) payable in common stock of an acquiree
 
(2,273
)
 
10,631

Unrealized gain on company owned life insurance, net of expenses
 
(14,732
)
 
(19,299
)
Losses on extinguishment of debt
 

 
8,282

Other
 
13,359

 
1,683

Net change in:
 
 

 
 

Assets segregated pursuant to regulations and other segregated assets
 
381,164

 
1,049,275

Securities purchased under agreements to resell, net of securities sold under agreements to repurchase
 
(124,459
)
 
(36,643
)
Securities loaned, net of securities borrowed
 
(105,056
)
 
(235,070
)
Loans provided to financial advisors, net of repayments
 
(22,324
)
 
(34,560
)
Brokerage client receivables and other accounts receivable, net
 
(125,519
)
 
18,466

Trading instruments, net
 
(165,699
)
 
99,244

Derivative instruments, net
 
46,346

 
84,010

Other assets
 
(49,266
)
 
97,063

Brokerage client payables and other accounts payable
 
770,279

 
(417,338
)
Accrued compensation, commissions and benefits
 
(156,935
)
 
(107,685
)
Proceeds from sales of securitizations and loans held for sale, net of purchases and originations of loans held for sale
 
(38,829
)
 
77,765

Net cash provided by operating activities
 
987,033

 
1,035,251

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Additions to property, buildings and equipment, including software
 
(70,438
)
 
(123,052
)
Increase in bank loans, net
 
(1,237,728
)
 
(1,055,323
)
Proceeds from sales of loans held for investment
 
90,747

 
106,223

Purchases of available-for-sale securities
 
(654,847
)
 
(1,012,238
)
Available-for-sale securities maturations, repayments and redemptions
 
234,417

 
115,976

Proceeds from sales of available-for-sale securities
 

 
32,841

Business acquisition, net of cash acquired
 
(159,200
)
 

Other investing activities, net
 
(17,643
)
 
50,881

Net cash used in investing activities
 
(1,814,692
)
 
(1,884,692
)
 
 
 
 
 
 
 
 
 
 
(continued on next page)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

6


RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(continued from previous page)
 
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
Cash flows from financing activities:
 
 
 
 
Proceeds from borrowings on the RJF Credit Facility
 
300,000

 

Repayment of borrowings on the RJF Credit Facility
 
(300,000
)
 

Proceeds from/(repayments of) short-term borrowings, net
 
(610,000
)
 
50,000

Proceeds from Federal Home Loan Bank advances
 

 
100,000

Repayments of other borrowed funds
 
(2,424
)
 
(2,291
)
Extinguishment of senior notes payable
 

 
(350,000
)
Exercise of stock options and employee stock purchases
 
44,144

 
43,989

Increase in bank deposits
 
979,541

 
2,114,997

Purchases of treasury stock
 
(22,586
)
 
(29,063
)
Dividends on common stock
 
(70,628
)
 
(63,027
)
Distributions to noncontrolling interests, net
 
(5,980
)
 
(23,657
)
Net cash provided by financing activities
 
312,067

 
1,840,948

 
 
 
 
 
Currency adjustment:
 
 

 
 

Effect of exchange rate changes on cash
 
(14,142
)
 
(5,633
)
Net increase/(decrease) in cash and cash equivalents
 
(529,734
)
 
985,874

Cash and cash equivalents at beginning of year
 
3,669,672

 
1,650,452

Cash and cash equivalents at end of period
 
$
3,139,938

 
$
2,636,326

 
 
 
 
 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 

 
 

Cash paid for interest
 
$
83,772

 
$
76,990

Cash paid for income taxes
 
$
82,673

 
$
144,672






























See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

7


RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2018

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization

Raymond James Financial, Inc. (“RJF,” the “firm” or the “Company”) is a financial holding company whose broker-dealer subsidiaries are engaged in various financial services businesses, including the underwriting, distribution, trading and brokerage of equity and debt securities and the sale of mutual funds and other investment products.  In addition, other subsidiaries of RJF provide investment management services for retail and institutional clients, corporate and retail banking services, and trust services.  For further information about our business segments, see Note 20 of this Form 10-Q. As used herein, the terms “we,” “our” or “us” refer to RJF and/or one or more of its subsidiaries.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of RJF and its consolidated subsidiaries that are generally controlled through a majority voting interest. We consolidate all of our 100% owned subsidiaries. In addition, we consolidate any variable interest entity (“VIE”) in which we are the primary beneficiary. Additional information on these VIEs is provided in Note 2 and Note 10 of our Annual Report on Form 10-K (the “2017 Form 10-K”) for the year ended September 30, 2017, as filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) and in Note 9 herein. When we do not have a controlling interest in an entity, but we exert significant influence over the entity, we apply the equity method of accounting. All material intercompany balances and transactions have been eliminated in consolidation.

Accounting estimates and assumptions

Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) but not required for interim reporting purposes has been condensed or omitted. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position and results of operations for the periods presented.

The nature of our business is such that the results of any interim period are not necessarily indicative of results for a full year. These unaudited condensed consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto included in our 2017 Form 10-K. To prepare condensed consolidated financial statements in conformity with GAAP, we must make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates and could have a material impact on the condensed consolidated financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period’s presentation.


NOTE 2 – UPDATE OF SIGNIFICANT ACCOUNTING POLICIES

A summary of our significant accounting policies is included in Note 2 of our 2017 Form 10-K. There have been no significant changes to our significant accounting policies since September 30, 2017.

Loans to financial advisors, net

As more fully described in Note 2 of our 2017 Form 10-K, we offer loans to financial advisors and certain other key revenue producers, primarily for recruiting, transitional cost assistance, and retention purposes. We present the outstanding balance of “Loans to financial advisors, net” on our Condensed Consolidated Statements of Financial Condition, net of the allowance for doubtful accounts. Of the gross balance outstanding, the portion associated with financial advisors who are no longer affiliated with us was approximately $20 million and $22 million at March 31, 2018 and September 30, 2017, respectively. Our allowance for doubtful accounts was approximately $8 million at both March 31, 2018 and September 30, 2017.

8

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Recent accounting developments

Accounting guidance recently adopted

Income Taxes - In March 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-05 which amended income tax accounting guidance to include guidance issued by the SEC related to the implementation of the Tax Cuts and Jobs Act (the “Tax Act”), which we applied during our first fiscal quarter of 2018 when it was issued by the SEC. See Note 13 for more information.

Reclassification of certain tax effects from accumulated other comprehensive income (“AOCI”) - In February 2018, the FASB issued guidance (ASU 2018-02) allowing companies to reclassify from AOCI to retained earnings the tax effects related to items within AOCI that the FASB refers to having been stranded as a result of the Tax Act. This guidance is effective for our fiscal year beginning October 1, 2019 and allows for retrospective or modified retrospective adoption. Early adoption is permitted. We adopted this amended guidance on January 1, 2018 on a modified retrospective approach. The amount reclassified from AOCI to retained earnings related to the Tax Act was insignificant. See Note 15 for more information.

Accounting guidance not yet adopted

Revenue recognition - In May 2014, the FASB issued new guidance regarding revenue recognition (ASU 2014-09). The new guidance is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. It also provides guidance on accounting for certain contract costs and requires additional disclosures. This new revenue recognition guidance, including subsequent amendments, is first effective for our fiscal year beginning on October 1, 2018 and allows for full retrospective adoption or modified retrospective adoption. Although permitted for fiscal years beginning after December 15, 2016, we do not plan to early adopt. Upon adoption, we plan to use a modified retrospective approach, with a cumulative effect adjustment to opening retained earnings. Our implementation efforts include analyzing contracts related to revenues within the scope of the new guidance and reviewing potential changes to our existing revenue recognition accounting policies. We are also evaluating the impact to our disclosures as a result of adopting this new guidance. Based on our implementation efforts to date, we expect that we will be required to change our current presentation of certain costs from a net presentation within revenues to a gross presentation, particularly with respect to merger & acquisitions advisory transactions and underwriting transactions. We are still evaluating the impact the adoption of this new guidance will have on our financial position and results of operations.

Financial instruments - In January 2016, the FASB issued new guidance related to the accounting for financial instruments (ASU 2016-01). Among its provisions, including subsequent amendments, this new guidance:

Requires equity investments (other than those accounted for under the equity method or those that result from the consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any.
Simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment.
Eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.
Requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes.
Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.

This new guidance, including subsequent amendments, is effective for our fiscal year beginning on October 1, 2018, generally under a modified retrospective approach, with the exception of the amendments related to equity investments without a readily determinable fair value and the use of an exit price notion to measure financial instruments for disclosure purposes, which will be applied prospectively as of the date of adoption. Early adoption is generally not permitted. Upon adoption, our investments in equity securities classified as available-for-sale prior to the adoption date will be accounted for at fair value with unrealized gains/(losses) reflected in earnings. Previously, such unrealized gains/(losses) were reflected in other comprehensive income. The adoption of this new guidance is not expected to have a material impact on our financial position and results of operations.

Lease accounting - In February 2016, the FASB issued new guidance related to the accounting for leases (ASU 2016-02). The new guidance requires the recognition of assets and liabilities on the balance sheet related to the rights and obligations created by lease agreements with terms greater than twelve months, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement and presentation of expenses and cash flows arising from a lease will primarily depend upon its classification as a finance or operating lease. The new guidance requires new disclosures to help financial statement

9

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





users better understand the amount, timing and cash flows arising from leases. This new guidance, including subsequent amendments, is first effective for our fiscal year beginning on October 1, 2019. Although permitted, we do not plan to early adopt. Upon adoption, we will use a modified retrospective approach, with a cumulative effect adjustment to opening retained earnings. Our implementation efforts include reviewing existing leases and service contracts, which may include embedded leases. This new guidance will impact our financial position and results of operations. We are evaluating the magnitude of such impact.

Credit losses - In June 2016, the FASB issued new guidance related to the measurement of credit losses on financial instruments (ASU 2016-13). The amended guidance involves several aspects of the accounting for credit losses related to certain financial instruments including assets measured at amortized cost, available-for-sale debt securities and certain off-balance sheet commitments. The new guidance broadens the information that an entity must consider in developing its estimated credit losses expected to occur over the remaining life of assets measured either collectively or individually to include historical experience, current conditions and reasonable and supportable forecasts, replacing the existing incurred credit loss model and other models with the Current Expected Credit Losses (“CECL”) model.  The new guidance expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating credit losses and requires new disclosures of the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. This new guidance is first effective for our fiscal year beginning October 1, 2020 and will be adopted under a modified retrospective approach. Early adoption is permitted although not prior to our fiscal year beginning October 1, 2019. We have begun our implementation and evaluation efforts by establishing a cross-functional team to assess the required changes to our credit loss estimation methodologies and systems, as well as determine additional data and resources required to comply with the new guidance. We are evaluating the impact the adoption of this new guidance will have on our financial position and results of operations, which will depend on, among other things, the current and expected macroeconomic conditions and the nature and characteristics of financial assets held by us on the date of adoption.

Statement of Cash Flows (classification of certain cash receipts and cash payments) - In August 2016, the FASB issued amended guidance related to the Statement of Cash Flows (ASU 2016-15). The amended guidance involves several aspects of the classification of certain cash receipts and cash payments including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies), distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. This amended guidance is first effective for our fiscal year beginning October 1, 2018 and will be adopted under a retrospective approach. Although permitted, we do not plan to early adopt. The adoption of this new guidance will impact our Consolidated Statement of Cash Flows and will not have an impact on our financial position and results of operations.

Statement of Cash Flows (restricted cash) - In November 2016, the FASB issued new guidance related to the classification and presentation of changes in restricted cash on the Statement of Cash Flows (ASU 2016-18). Current GAAP does not provide guidance to address how to classify and present changes in restricted cash or restricted cash equivalents that occur when there are transfers between cash, cash equivalents and restricted cash or restricted cash equivalents and when there are direct cash receipts into restricted cash or restricted cash equivalents or direct cash payments made from restricted cash or restricted cash equivalents. Under the new guidance, an entity should present in their Statement of Cash Flows the changes during the period in the total of cash and cash equivalents and amounts described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and ending-of-period total amounts shown on the statement of cash flows. This guidance is first effective for our fiscal year beginning October 1, 2018 and will be adopted under a retrospective approach. Although permitted, we do not plan to early adopt. The adoption of this new guidance will impact our Consolidated Statement of Cash Flows and will not have an impact on our financial position and results of operations.

Definition of a business - In January 2017, the FASB issued amended guidance related to the definition of a business (ASU 2017-01). This amended guidance clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is first effective for our fiscal year beginning October 1, 2018 and will be adopted on a prospective basis. Early adoption is permitted. Given the adoption of this amended guidance is dependent upon the nature of future events and circumstances, we are unable to estimate the impact, if any, the adoption of this new guidance will have on our financial position and results of operations.

Goodwill - In January 2017, the FASB issued amended guidance to simplify the subsequent measurement of goodwill, eliminating “Step 2” from the goodwill impairment test (ASU 2017-04). In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under this amended guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and subsequently recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting

10

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





unit. This guidance is first effective for our fiscal year beginning October 1, 2019 and will be adopted on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We will adopt this simplification guidance in the earliest period it applies to our facts and circumstances.

Callable debt securities - In March 2017, the FASB issued new guidance that requires certain premiums on callable debt securities to be amortized to the earliest call date instead of the contractual life of the security (ASU 2017-08). Discounts on callable debt securities will continue to be amortized to the contractual maturity date. This guidance is first effective for our fiscal year beginning on October 1, 2019 and will be adopted using a modified retrospective approach. Early adoption is permitted. We are evaluating the impact the adoption of this new guidance will have on our financial position and results of operations.

Share-based payment awards - In May 2017, the FASB issued amended guidance that clarifies when changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting (ASU 2017-09). The amended guidance states an entity should account for the effects of a modification unless certain criteria are met which include that the modified award has the same fair value, vesting conditions and classification as the original award. This amended guidance is first effective for our fiscal year beginning October 1, 2018 and will be adopted on a prospective basis. Early adoption is permitted. Given that this guidance applies to specific transactions and would only become relevant in certain circumstances, we are unable to estimate the impact, if any, this amended guidance may have on our financial position and results of operations.

Derivatives and hedging (accounting for hedging activities) - In August 2017, the FASB issued new guidance amending its hedge accounting model (ASU 2017-12). Among other things, the new guidance:

Expands the ability to hedge nonfinancial and financial risk components.
Reduces complexity in fair value hedges of interest rate risk.
Eliminates the requirement to separately measure and report hedge ineffectiveness.
Generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item.
Modifies accounting for components excluded from the assessment of hedge effectiveness.
Eases certain documentation and hedge effectiveness assessment requirements.

The new guidance is first effective for our fiscal year beginning October 1, 2019 and the amendments are required to be applied to cash flow and net investment hedges that exist on the date of adoption on a modified retrospective basis. Changes to presentation and disclosure requirements are only required on a prospective basis. We early-adopted this new guidance on April 1, 2018 and the adoption had no effect on our financial position and results of operations.


NOTE 3 – ACQUISITIONS

Acquisitions completed during fiscal year 2018

In November 2017, we completed our acquisition of 100% of the outstanding shares of Scout Investments, Inc. (the “Scout Group”), an asset management and distribution entity, from UMB Financial Corporation. The Scout Group includes Scout Investments (“Scout”) and its Reams Asset Management division (“Reams”), as well as Scout Distributors. The addition of Scout, an equity asset manager, and Reams, an institutional-focused fixed income specialist, broadened the investment solutions available to our clients and has been integrated into our Asset Management segment. For purposes of certain acquisition-related financial reporting requirements, the Scout Group acquisition was not considered a material acquisition. We accounted for this acquisition under the acquisition method of accounting with the assets and liabilities of the Scout Group recorded as of the acquisition date at their respective fair values in our condensed consolidated financial statements. The Scout Group’s results of operations have been included in our results prospectively from November 17, 2017.

Acquisition-related expenses

The “Acquisition-related expenses” presented in our Condensed Consolidated Statements of Income and Comprehensive Income for
the six months ended March 31, 2018 pertain to certain incremental expenses incurred in connection with the Scout Group acquisition. Acquisition-related expenses for the three and six months ended March 31, 2017 primarily related to our fiscal year 2016 acquisitions of the U.S. Private Client Services unit of Deutsche Bank Wealth Management (“Alex. Brown”) and MacDougall, MacDougall & MacTier Inc. (“3Macs”), which are described further in Note 3 of our 2017 Form 10-K.

11

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The table below presents a summary of acquisition-related expenses incurred in each respective period.
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Legal and regulatory
 
$

 
$
274

 
$
2,281

 
$
827

Severance
 

 
754

 
990

 
5,557

Information systems integration costs
 

 
417

 
162

 
1,622

Acquisition and integration-related incentive compensation costs
 

 

 

 
5,474

Early termination costs of assumed contracts
 

 
5

 

 
1,329

Post-closing purchase price contingency
 

 
(1,248
)
 

 
(3,499
)
Deutsche Bank restricted stock unit (“DBRSU”) obligation and related hedge
 

 
798

 

 
798

All other
 

 
86

 
494

 
1,644

Total acquisition-related expenses
 
$

 
$
1,086

 
$
3,927

 
$
13,752



12

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





NOTE 4 – FAIR VALUE

Our “Financial instruments owned” and “Financial instruments sold but not yet purchased” on our Condensed Consolidated Statements of Financial Condition are recorded at fair value under GAAP. For further information about such instruments and our significant accounting policies related to fair value see Note 2 and Note 4 of our 2017 Form 10-K. There have been no material changes to our valuation methodologies or our fair value accounting policies since our year ended September 30, 2017.

The tables below present assets and liabilities measured at fair value on a recurring and nonrecurring basis. Netting adjustments represent the impact of counterparty and collateral netting on our derivative balances included in our Condensed Consolidated Statements of Financial Condition. See Note 6 for additional information.
$ in thousands
 
Quoted prices
in active
markets for
identical
instruments
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Netting
adjustments
 
Balance as of
March 31,
2018
Assets at fair value on a recurring basis
 
 
 
 
 
 
 
 
 
 
Trading instruments
 
 
 
 
 
 
 
 
 
 
Municipal and provincial obligations
 
$
194

 
$
287,849

 
$

 
$

 
$
288,043

Corporate obligations
 
15,305

 
139,352

 

 

 
154,657

Government and agency obligations
 
6,368

 
28,538

 

 

 
34,906

Agency mortgage-backed securities (“MBS”) and collateralized mortgage obligations (“CMOs”)
 
1,257

 
208,814

 

 

 
210,071

Non-agency CMOs and asset-backed securities (“ABS”)
 

 
72,719

 
5

 

 
72,724

Total debt securities
 
23,124


737,272

 
5

 

 
760,401

Equity securities
 
26,634

 
476

 

 

 
27,110

Brokered certificates of deposit
 

 
34,142

 

 

 
34,142

Other
 
29

 
2,500

 
704

 

 
3,233

Total trading instruments
 
49,787

 
774,390

 
709

 

 
824,886

Available-for-sale securities
 
 

 
 

 
 

 
 

 
 

Agency MBS and CMOs
 

 
2,449,974

 

 

 
2,449,974

Other securities
 
834

 

 

 

 
834

Auction rate securities (“ARS”) preferred securities
 

 

 
108,495

 

 
108,495

Total available-for-sale securities
 
834

 
2,449,974

 
108,495

 

 
2,559,303

Derivative assets
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
Matched book
 

 
221,985

 

 

 
221,985

Other
 

 
65,802

 

 
(44,174
)
 
21,628

Foreign exchange contracts
 

 
2,388

 

 

 
2,388

Total derivative assets
 

 
290,175

 

 
(44,174
)
 
246,001

Private equity investments (1)
 
 
 
 
 
 
 
 
 


Not measured at net asset value (“NAV”)
 

 

 
95,862

 

 
95,862

Measured at NAV
 
 
 
 
 
 
 
 
 
97,273

Total private equity investments
 

 

 
95,862

 

 
193,135

Other investments (2)
 
261,450

 
927

 
548

 

 
262,925

Total assets at fair value on a recurring basis
 
$
312,071


$
3,515,466


$
205,614


$
(44,174
)

$
4,086,250

 
 
 
 
 
 
 
 
 
 
 
Assets at fair value on a nonrecurring basis
 
 
 
 

 
 

 
 

 
 

Bank loans, net
 
 

 
 

 
 

 
 

 
 

Impaired loans
 
$

 
$
13,253

 
$
21,254

 
$

 
$
34,507

Loans held for sale (3)
 

 
37,297

 

 

 
37,297

Total assets at fair value on a nonrecurring basis
 
$

 
$
50,550

 
$
21,254

 
$

 
$
71,804

 
(continued on next page)





13

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





(continued from previous page)
$ in thousands
 
Quoted prices
in active
markets for
identical
instruments
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Netting
adjustments
 
Balance as of
March 31,
2018
Liabilities at fair value on a recurring basis
 
 
 
 
 
 
 
 
 
 
Trading instruments sold but not yet purchased
 
 
 
 
 
 
 
 
 
 
Municipal and provincial obligations
 
$
2,095

 
$
123

 
$

 
$

 
$
2,218

Corporate obligations
 
1,284

 
12,757

 

 

 
14,041

Government obligations
 
294,867

 

 

 

 
294,867

Agency MBS and CMOs
 
573

 

 

 

 
573

Total debt securities
 
298,819

 
12,880

 

 

 
311,699

Equity securities
 
13,632

 
27

 

 

 
13,659

Other
 

 

 
853

 

 
853

Total trading instruments sold but not yet purchased
 
312,451

 
12,907

 
853

 

 
326,211

Derivative liabilities
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
Matched book
 

 
221,985

 

 

 
221,985

Other
 

 
99,958

 

 
(40,416
)
 
59,542

DBRSU obligation (equity)
 

 
19,432

 

 

 
19,432

Total derivative liabilities
 

 
341,375

 

 
(40,416
)
 
300,959

Total liabilities at fair value on a recurring basis
 
$
312,451


$
354,282


$
853


$
(40,416
)

$
627,170


(1)
Of the total private equity investments, the portion we owned was $143 million as of March 31, 2018. The portion of the private equity investments we did not own was $50 million as of March 31, 2018 and was included as a component of noncontrolling interests in our Condensed Consolidated Statements of Financial Condition.

(2)
Includes $43 million of financial instruments that are related to obligations to perform under certain deferred compensation plans and Deutsche Bank AG (“DB”) shares with a fair value of $15 million as of March 31, 2018, which we hold as an economic hedge against the DBRSU obligation. See Notes 2 and 20 of our 2017 Form 10-K for additional information.

(3)
Loans classified as held for sale recorded at a fair value lower than cost.

14

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





$ in thousands
 
Quoted prices
in active
markets for
identical
instruments
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Netting
adjustments
 
Balance as of
September 30,
2017
Assets at fair value on a recurring basis
 
 
 
 
 
 
 
 
 
 
Trading instruments
 
 
 
 
 
 
 
 
 
 
Municipal and provincial obligations
 
$
83

 
$
221,884

 
$

 
$

 
$
221,967

Corporate obligations
 
9,361

 
81,577

 

 

 
90,938

Government and agency obligations
 
6,354

 
28,977

 

 

 
35,331

Agency MBS and CMOs
 
913

 
133,070

 

 

 
133,983

Non-agency CMOs and ABS
 

 
28,442

 
5

 

 
28,447

Total debt securities
 
16,711

 
493,950

 
5

 

 
510,666

Equity securities
 
16,090

 
389

 

 

 
16,479

Brokered certificates of deposit
 

 
31,492

 

 

 
31,492

Other
 
32

 

 
5,594

 

 
5,626

Total trading instruments
 
32,833

 
525,831

 
5,599

 

 
564,263

Available-for-sale securities
 
 

 
 

 
 

 
 

 
 

Agency MBS and CMOs
 

 
2,081,079

 

 

 
2,081,079

Other securities
 
1,032

 

 

 

 
1,032

ARS preferred securities
 

 

 
106,171

 

 
106,171

Total available-for-sale securities
 
1,032

 
2,081,079

 
106,171

 

 
2,188,282

Derivative assets
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 
 
Matched book
 

 
288,035

 

  

 
288,035

Other
 

 
86,436

 

 
(55,728
)
 
30,708

Foreign exchange contracts
 

 
32

 

 

 
32

Total derivative assets
 


374,503




(55,728
)

318,775

Private equity investments (1)
 
 
 
 
 
 
 
 
 


Not measured at NAV
 

 

 
88,885

 

 
88,885

Measured at NAV
 
 
 
 
 
 
 
 
 
109,894

Total private equity investments
 

 

 
88,885

 

 
198,779

Other investments (2)
 
220,312

 
332

 
336

 

 
220,980

Total assets at fair value on a recurring basis
 
$
254,177

 
$
2,981,745

 
$
200,991

 
$
(55,728
)
 
$
3,491,079

 
 
 
 
 
 
 
 
 
 
 
Assets at fair value on a nonrecurring basis
 
 
 
 

 
 

 
 

 
 

Bank loans, net
 
 
 
 
 
 
 
 
 
 
Impaired loans
 
$

 
$
17,474

 
$
23,994

 
$

 
$
41,468

Loans held for sale (3)
 

 
11,285

 

 

 
11,285

Total bank loans, net
 

 
28,759

 
23,994

 

 
52,753

Other assets: other real estate owned
 

 
880

 

 

 
880

Total assets at fair value on a nonrecurring basis
 
$

 
$
29,639

 
$
23,994

 
$

 
$
53,633

 
 
 
 
 
 
 
 
 
 
 
(continued on next page)

15

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





(continued from previous page)
$ in thousands
 
Quoted prices
in active
markets for
identical
instruments
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Netting
adjustments
 
Balance as of
September 30,
2017
Liabilities at fair value on a recurring basis
 
 
 
 

 
 

 
 

 
 

Trading instruments sold but not yet purchased
 
 
 
 

 
 

 
 

 
 

Municipal and provincial obligations
 
$
304

 
$

 
$

 
$

 
$
304

Corporate obligations
 
1,286

 
35,272

 

 

 
36,558

Government obligations
 
167,622

 

 

 

 
167,622

Agency MBS and CMOs
 
2,477

 

 

 

 
2,477

Non-agency MBS and CMOs
 

 
5,028

 

 

 
5,028

Total debt securities
 
171,689

 
40,300

 



 
211,989

Equity securities
 
8,118

 
1,342

 

 

 
9,460

Total trading instruments sold but not yet purchased
 
179,807

 
41,642

 



 
221,449

Derivative liabilities
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
 


Matched book
 

 
288,035

 

 

 
288,035

Other
 

 
101,893

 

 
(59,410
)
 
42,483

Foreign exchange contracts
 

 
646

 

 

 
646

DBRSU obligation (equity)
 

 
25,800

 

 

 
25,800

Total derivative liabilities
 

 
416,374

 

 
(59,410
)
 
356,964

Total liabilities at fair value on a recurring basis
 
$
179,807

 
$
458,016

 
$

 
$
(59,410
)
 
$
578,413


(1)
Of the total private equity investments, the portion we owned was $145 million as of September 30, 2017. The portion of the private equity investments we did not own was $54 million as of September 30, 2017, and was included as a component of noncontrolling interests in our Condensed Consolidated Statements of Financial Condition.

(2)
Includes $44 million of financial instruments that are related to obligations to perform under certain deferred compensation plans and DB shares with a fair value of $19 million as of September 30, 2017, which we hold as an economic hedge against the DBRSU obligation. See Notes 2 and 20 of our 2017 Form 10-K for additional information.

(3)
Loans classified as held for sale recorded at a fair value lower than cost.

Transfers between levels

Our policy is to treat transfers between levels of the fair value hierarchy as having occurred at the end of the reporting period. Our transfers of financial instruments between Levels 1 and 2 were insignificant for the three and six months ended March 31, 2018 and 2017.


16

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Level 3 recurring fair value measurements

The tables below present the changes in fair value for Level 3 assets and liabilities measured at fair value on a recurring basis. The realized and unrealized gains and losses in the tables below may include changes in fair value that were attributable to both observable and unobservable inputs. Our policy is to treat transfers between levels of the fair value hierarchy as having occurred at the end of the reporting period.
Three months ended March 31, 2018
Level 3 instruments at fair value
 
 
Financial assets
 
Financial
liabilities
 
 
Trading instruments
 
 
 
Private equity and other investments
 
Trading instruments
$ in thousands
 
Non-agency
CMOs & ABS
 
Other
 
ARS - preferred
securities
 
Private
equity
investments
 
Other
investments
 
Other
Fair value beginning of period
 
$
5

 
$
2,712

 
$
107,483

 
$
88,810

 
$
333

 
$
(1,058
)
Total gains/(losses) for the period
 
 
 
 

 
 

 
 

 
 

 
 

Included in earnings
 

 
704

 

 
7,052

 
(3
)
 
723

Included in other comprehensive income
 

 

 
1,012

 

 

 

Purchases and contributions
 

 
23,563

 

 

 
218

 

Sales
 

 
(26,275
)
 

 

 

 
(518
)
Distributions
 

 

 

 

 

 

Transfers
 
 

 
 

 
 

 
 

 
 

 
 

Into Level 3
 

 

 

 

 

 

Out of Level 3
 

 

 

 

 

 

Fair value end of period
 
$
5

 
$
704

 
$
108,495

 
$
95,862

 
$
548

 
$
(853
)
Unrealized gains/(losses) for the period included in earnings for instruments held at the end of the reporting period
 
$

 
$
704

 
$
1,012

 
$
7,052

 
$
(3
)
 
$
(303
)

Six months ended March 31, 2018
Level 3 instruments at fair value
 
 
Financial assets
 
Financial
liabilities
 
 
Trading instruments
 
Available-for-sale securities
 
Private equity and other investments
 
Trading instruments
$ in thousands
 
Non-agency
CMOs & ABS
 
Other
 
ARS - preferred
securities
 
Private
equity
investments
 
Other
investments
 
Other
Fair value beginning of period
 
$
5

 
$
5,594

 
$
106,171

 
$
88,885

 
$
336

 
$

Total gains/(losses) for the period
 
 
 
 

 
 

 
 

 
 

 
 

Included in earnings
 

 
(503
)
 

 
7,054

 
(6
)
 
(335
)
Included in other comprehensive income
 

 

 
2,324

 

 

 

Purchases and contributions
 

 
43,842

 

 

 
218

 

Sales
 

 
(48,229
)
 

 
(77
)
 

 
(518
)
Distributions
 

 

 

 

 

 

Transfers
 
 

 
 

 
 

 
 

 
 

 
 

Into Level 3
 

 

 

 

 

 

Out of Level 3
 

 

 

 

 

 

Fair value end of period
 
$
5

 
$
704

 
$
108,495

 
$
95,862

 
$
548

 
$
(853
)
Unrealized gains/(losses) for the period included in earnings for instruments held at the end of the reporting period
 
$

 
$
704

 
$
2,324

 
$
7,052

 
$
(6
)
 
$
(303
)


17

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Three months ended March 31, 2017 Level 3 instruments at fair value
 
 
Financial assets
 
Financial
liabilities
 
 
Trading instruments
 
Available-for-sale securities
 
Private equity and other investments
 
Trading instruments
$ in thousands
 
Non-agency
CMOs &
ABS
 
Other
 
ARS –
municipals obligations
 
ARS -
preferred
securities
 
Private
equity
investments
 
Other
investments
 
Other
Fair value beginning of period
 
$
7

 
$
11,052

 
$
25,364

 
$
103,853

 
$
83,466

 
$
223

 
$
(1,792
)
Total gains/(losses) for the period
 
 
 
 
 
 
 
 
 
 

 
 

 
 

Included in earnings
 

 
1,765

 

 

 
(11
)
 
151

 
1,792

Included in other comprehensive income
 

 

 
364

 
1,565

 

 

 

Purchases and contributions
 

 
22,418

 

 

 
5,168

 

 

Sales
 

 
(19,946
)
 

 

 

 

 

Distributions
 

 

 

 

 

 

 

Transfers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Into Level 3
 

 

 

 

 

 

 

Out of Level 3
 

 

 

 

 

 

 

Fair value end of period
 
$
7

 
$
15,289

 
$
25,728

 
$
105,418

 
$
88,623

 
$
374

 
$

Unrealized gains/(losses) for the period included in earnings for instruments held at the end of the reporting period
 
$

 
$
1,845

 
$
364

 
$
1,565

 
$

 
$
151

 
$


Six months ended March 31, 2017
Level 3 instruments at fair value
 
 
Financial assets
 
 
Trading instruments
 
Available-for-sale securities
 
Private equity and other investments
$ in thousands
 
Non-agency
CMOs & ABS
 
Other
 
ARS - municipal
obligations
 
ARS - preferred
securities
 
Private
equity
investments
 
Other
investments
Fair value beginning of period
 
$
7

 
$
6,020

 
$
25,147

 
$
100,018

 
$
83,165

 
$
441

Total gains/(losses) for the period
 
 
 
 

 
 

 
 

 
 

 
 

Included in earnings
 

 
(824
)
 

 
1

 
290

 
143

Included in other comprehensive income
 

 

 
581

 
5,422

 

 

Purchases and contributions
 

 
41,101

 

 

 
5,168

 

Sales
 

 
(31,008
)
 

 
(23
)
 

 
(15
)
Distributions
 

 

 

 

 

 

Transfers
 
 
 
 
 
 
 
 
 
 
 
 
Into Level 3
 

 

 

 

 

 

Out of Level 3
 

 

 

 

 

 
(195
)
Fair value end of period
 
$
7

 
$
15,289

 
$
25,728

 
$
105,418

 
$
88,623

 
$
374

Unrealized gains/(losses) for the period included in earnings for instruments held at the end of the reporting period
 
$

 
$
(723
)
 
$
581

 
$
5,422

 
$
301

 
$
151


As of March 31, 2018, 11% of our assets and 2% of our liabilities were instruments measured at fair value on a recurring basis.  Instruments measured at fair value on a recurring basis categorized as Level 3 as of March 31, 2018 represented 5% of our assets measured at fair value. In comparison as of September 30, 2017, 10% of our assets and 2% of our liabilities represented instruments measured at fair value on a recurring basis. Instruments measured at fair value on a recurring basis categorized as Level 3 as of September 30, 2017 represented 6% of our assets measured at fair value. Level 3 instruments as a percentage of total financial instruments decreased as compared to September 30, 2017 as a result of the increase in total assets measured at fair value since September 30, 2017.


18

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The following table presents the gains/(losses) related to Level 3 recurring fair value measurements included in our Condensed Consolidated Statements of Income and Comprehensive Income.
$ in thousands
 
Net trading profit
 
Other revenues
 
Other comprehensive income
Three months ended March 31, 2018
 
 
 
 
 
 
Total gains/(losses) included in earnings
 
$
1,427

 
$
7,049

 
$
1,012

Unrealized gains/(losses) for assets held at the end of the reporting period
 
$
401

 
$
7,049

 
$
1,012

 
 
 
 
 
 
 
Six months ended March 31, 2018
 
 
 
 
 
 
Total gains/(losses) included in earnings
 
$
(838
)
 
$
7,048

 
$
2,324

Change in unrealized gains/(losses) for assets held at the end of the reporting period
 
$
401

 
$
7,046

 
$
2,324

 
 
 
 
 
 
 
Three months ended March 31, 2017
 
 
 
 
 
 
Total gains/(losses) included in earnings
 
$
3,557

 
$
140

 
$
1,929

Unrealized gains/(losses) for assets held at the end of the reporting period
 
$
1,845

 
$
151

 
$
1,929

 
 
 
 
 
 
 
Six months ended March 31, 2017
 
 
 
 
 
 
Total gains/(losses) included in earnings
 
$
(824
)
 
$
434

 
$
6,003

Change in unrealized gains/(losses) for assets held at the end of the reporting period
 
$
(723
)
 
$
452

 
$
6,003


Quantitative information about level 3 fair value measurements

The tables below present the valuation techniques and significant unobservable inputs used in the valuation of a significant majority of our financial instruments classified as level 3. These inputs represent those that a market participant would take into account when pricing these instruments.
Level 3 financial instrument
$ in thousands
 
Fair value at March 31, 2018
 
Valuation technique(s)
 
Unobservable input
 
Range
(weighted-average)
Recurring measurements
 
 
 
 
 
 
 
 
ARS preferred securities
 
$
108,495

 
Discounted cash flow
 
Average discount rate
 
6.20% - 7.60% (6.79%)
 
 
 

 
 
 
Average interest rates applicable to future interest income on the securities (1)
 
3.47% - 4.63% (3.64%)
 
 
 

 
 
 
Prepayment year (2)
 
2018 - 2021 (2021)
Private equity investments (not measured at NAV)
 
$
51,635

 
Income or market approach
 
 
 
 
 
 
 
 
Scenario 1 - income approach - discounted cash flow
 
Discount rate
 
13% - 25% (24.8%)
 
 
 
 
 
 
Terminal growth rate of cash flows
 
3% - 3% (3%)
 
 
 
 
 
 
Terminal year
 
2020 - 2042 (2022)
 
 
 
 
Scenario 2 - market approach - market multiple method
 
EBITDA Multiple
 
6.00 - 7.0 (6.5)
 
 
 
 
 
 
 Weighting assigned to outcome of scenario 1/scenario 2
 
99%/1%
 
 
$
44,227

 
Transaction price or other investment-specific events (3)
 
Not meaningful (3)
 
Not meaningful (3)
Nonrecurring measurements
 
 
 
 
 
 
Bank loans: impaired loans - residential
 
$
18,758

 
Discounted cash flow
 
Prepayment rate
 
7 yrs - 12 yrs (10.5 yrs)
Bank loans: impaired loans - corporate
 
$
2,496

 
Appraisal or discounted cash flow value (4)
 
Not meaningful (4)
 
Not meaningful (4)


(continued on next page)








19

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





(continued from previous page)
Level 3 financial instrument
$ in thousands
 
Fair value at
September 30,
2017
 
Valuation technique(s)
 
Unobservable input
 
Range (weighted-average)
Recurring measurements
 
 
 
 
 
 
ARS preferred securities
 
$
106,171

 
Discounted cash flow
 
Average discount rate
 
5.46% - 6.81% (6.03%)
 
 
 

 
 
 
Average interest rates applicable to future interest income on the securities (1)
 
2.58% - 3.44% (2.72%)
 
 
 

 
 
 
Prepayment year (2)
 
2017 - 2021 (2021)
Private equity investments (not measured at NAV)
 
$
68,454

 
Income or market approach:
 
 
 
 
 
 
 
 
Scenario 1 - income approach - discounted cash flow
 
Discount rate
 
13% - 25% (22.4%)
 
 
 
 
 
 
Terminal growth rate of cash flows
 
3% - 3% (3%)
 
 
 
 
 
 
Terminal year
 
2020 - 2042 (2021)
 
 
 
 
Scenario 2 - market approach - market multiple method
 
EBITDA Multiple
 
5.25 - 7.0 (5.8)
 
 
 
 
 
 
 Weighting assigned to outcome of scenario 1/scenario 2
 
87%/13%
 
 
$
20,431

 
Transaction price or other investment-specific events (3)
 
Not meaningful (3)
 
Not meaningful (3)
Nonrecurring measurements
 
 

 
 
 
 
 
 
Bank loans: impaired loans - residential
 
$
20,736

 
Discounted cash flow
 
Prepayment rate
 
7 yrs. - 12 yrs. (10.4 yrs.)
Bank loans: impaired loans - corporate
 
$
3,258

 
Appraisal or discounted cash flow value (4)
 
Not meaningful (4)
 
Not meaningful (4)


(1)
Future interest rates are projected based upon a forward interest rate path, plus a spread over such projected base rate that is applicable to each future period for each security within this portfolio segment.  The interest rates presented represent the average interest rate over all projected periods for securities within the portfolio segment.

(2)
Assumed calendar year of at least a partial redemption of the outstanding security by the issuer.

(3)
Certain private equity investments are valued initially at the transaction price until either our periodic review, significant transactions occur, new developments become known, or we receive information from the fund manager that allows us to update our proportionate share of net assets, when any of which indicate that a change in the carrying values of these investments is appropriate.

(4)
The valuation techniques used for the impaired corporate loan portfolio are appraisals less selling costs for the collateral dependent loans and discounted cash flows for impaired loans that are not collateral dependent.


Qualitative disclosure about unobservable inputs

For our recurring fair value measurements categorized within Level 3 of the fair value hierarchy, the sensitivity of the fair value measurement to changes in significant unobservable inputs and interrelationships between those unobservable inputs are described below:

Auction rate securities:

One of the significant unobservable inputs used in the fair value measurement of auction rate securities presented within our available-for-sale securities portfolio relates to judgments regarding whether the level of observable trading activity is sufficient to conclude markets are active. Where insufficient levels of trading activity are determined to exist as of the reporting date, then management’s assessment of how much weight, if any, to apply to trading prices in inactive markets versus management’s own valuation models could significantly impact the valuation conclusion. The valuation of the securities impacted by changes in management’s assessment of market activity levels could be either higher or lower, depending upon the relationship of the inactive trading prices compared to the outcome of management’s internal valuation models.

The future interest rate and maturity assumptions impacting the valuation of the auction rate securities are directly related. These securities generally have embedded penalty interest rate provisions in the event auctions fail to set the security’s interest rate. The penalty rates are based upon a stated interest rate spread over what is typically a short-term base interest rate index. As short-term

20

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





interest rates rise, the penalty rate that is specified in the security increases. Changes in interest rates impact the fair value of our ARS portfolio, as we estimate that at some level of increase in short-term interest rates, issuers of the securities will have the economic incentive to refinance (and thus prepay) the securities. The faster and steeper short-term interest rates rise, the earlier prepayments will likely occur and the higher the fair value of the security. Therefore, the short-term interest rate assumption directly impacts the input related to the timing of any projected prepayment.

Private equity investments:

The significant unobservable inputs used in the fair value measurement of private equity investments relate to the financial performance of the investment entity and the market’s required return on investments from entities in industries in which we hold investments.  Significant increases/(decreases) in our investment entities’ future economic performance will have a corresponding increase/(decrease) on the valuation results.  The value of our investment moves inversely with the market’s expectation of returns from such investments.  Should the market require higher returns from industries in which we are invested, all other factors held constant, our investments will decrease in value.  Should the market accept lower returns from industries in which we are invested, all other factors held constant, our investments will increase in value.

Investments in private equity measured at net asset value per share

As more fully described in Note 2 of our 2017 Form 10-K, as a practical expedient, we utilize NAV or its equivalent to determine the recorded value of a portion of our private equity portfolio. We utilize NAV when the fund investment does not have a readily determinable fair value and the NAV of the fund is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the investments at fair value. 

Our private equity portfolio as of March 31, 2018 included various direct and third party private equity investments and various private equity funds which we sponsor. The portfolio is primarily invested in a broad range of industries including leveraged buyouts, growth capital, distressed capital, venture capital and mezzanine capital.
 
Due to the closed-end nature of certain of our fund investments, such investments cannot be redeemed directly with the funds. Our investment is monetized through distributions received through the liquidation of the underlying assets of those funds. We anticipate approximately 90% of these underlying assets will be liquidated over a period of four years or less, with the remainder to be liquidated over a period of nine years.

The table below presents the recorded value and unfunded commitments related to our private equity portfolio.
 
 
 
 
Unfunded commitment
$ in thousands
 
Recorded value
 
RJF
 
Noncontrolling interests
 
Total
March 31, 2018
 
 
 
 
 
 
 
 
Private equity investments measured at NAV
 
$
97,273

 
$
19,110

 
$
1,917

 
$
21,027

Private equity investments not measured at NAV
 
95,862

 
 
 
 
 
 
Total private equity investments 
 
$
193,135

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
 
 
 
 
 
Private equity investments measured at NAV
 
$
109,894

 
$
20,973

 
$
2,273

 
$
23,246

Private equity investments not measured at NAV
 
88,885

 
 
 
 
 
 
Total private equity investments
 
$
198,779

 
 
 
 
 
 

Of the total private equity investments, the portions we owned were $143 million and $145 million as of March 31, 2018 and September 30, 2017, respectively. The portions of the private equity investments we did not own were $50 million and $54 million as of March 31, 2018 and September 30, 2017, respectively, and were included as a component of noncontrolling interests in our Condensed Consolidated Statements of Financial Condition.

Many of these fund investments meet the definition of prohibited “covered funds” as defined by the Volcker Rule of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).  We have received approval from the Board of Governors of the Federal Reserve System (the “Fed”) to continue to hold the majority of our “covered fund” investments for up to an additional five-year conformance period, thereby extending our applicable holding period until July 2022 for such investments. However our current focus is on the divestiture of this portfolio.

21

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Other fair value disclosures

Many, but not all, of the financial instruments we hold are recorded at fair value in the Condensed Consolidated Statements of Financial Condition. Refer to Note 4 of our 2017 Form 10-K for discussion of the methods and assumptions we apply to the determination of fair value of our financial instruments that are not recorded at fair value.

The table below presents the estimated fair values by level within the fair value hierarchy and the carrying amounts of certain of our financial instruments not carried at fair value. The carrying amounts below exclude financial instruments which have been recorded at fair value and those recorded at amounts which approximate fair value in the Condensed Consolidated Statements of Financial Condition.
$ in thousands
 
Quoted prices
in active
markets for
identical
instruments
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Total estimated fair value
 
Carrying amount
March 31, 2018
 
 
 
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
 
 
 
Bank loans, net
 
$

 
$
79,464

 
$
17,778,972

 
$
17,858,436

 
$
18,079,109

Loans to financial advisors, net
 
$

 
$

 
$
700,123

 
$
700,123

 
$
885,218

Financial liabilities:
 
 
 
 
 
 
 
 

 
 
Bank deposits
 
$

 
$
18,348,014

 
$
357,467

 
$
18,705,481

 
$
18,711,903

Other borrowings
 
$

 
$
26,573

 
$

 
$
26,573

 
$
26,424

Senior notes payable
 
$

 
$
1,629,315

 
$

 
$
1,629,315

 
$
1,549,128

 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
 
 
 
Bank loans, net
 
$

 
$
23,001

 
$
16,836,745

 
$
16,859,746

 
$
16,954,042

Loans to financial advisors, net
 
$

 
$

 
$
708,487

 
$
708,487

 
$
873,272

Financial liabilities:
 
 
 
 
 
 
 
 

 
 
Bank deposits
 
$

 
$
17,417,678

 
$
313,359

 
$
17,731,037

 
$
17,732,362

Other borrowings
 
$

 
$
29,278

 
$

 
$
29,278

 
$
28,813

Senior notes payable
 
$

 
$
1,647,696

 
$

 
$
1,647,696

 
$
1,548,839




22

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





NOTE 5 – AVAILABLE-FOR-SALE SECURITIES

Available-for-sale securities are comprised of agency MBS and CMOs owned by Raymond James Bank, N.A. (“RJ Bank”) and ARS owned by one of our non-broker-dealer subsidiaries. Refer to the discussion of our available-for-sale securities accounting policies, including the fair value determination process, in Note 2 of our 2017 Form 10-K.

The amortized cost and fair values of available-for-sale securities were as follows:
$ in thousands
 
Cost basis
 
Gross
unrealized gains
 
Gross
unrealized losses
 
Fair value
March 31, 2018
 
 
 
 
 
 
 
 
Agency MBS and CMOs
 
$
2,499,859

 
$
406

 
$
(50,291
)
 
$
2,449,974

Other securities
 
1,575

 

 
(741
)
 
834

Total RJ Bank available-for-sale securities
 
2,501,434

 
406

 
(51,032
)
 
2,450,808

ARS preferred securities
 
101,674

 
6,821

 

 
108,495

Total available-for-sale securities
 
$
2,603,108


$
7,227


$
(51,032
)

$
2,559,303

 
 
 
 
 
 
 
 
 
September 30, 2017
 
 

 
 

 
 

 
 

Agency MBS and CMOs
 
$
2,089,153

 
$
1,925

 
$
(9,999
)
 
$
2,081,079

Other securities
 
1,575

 

 
(543
)
 
1,032

Total RJ Bank available-for-sale securities
 
2,090,728

 
1,925

 
(10,542
)
 
2,082,111

ARS preferred securities
 
101,674

 
4,497

 

 
106,171

Total available-for-sale securities
 
$
2,192,402


$
6,422


$
(10,542
)

$
2,188,282


See Note 4 for additional information regarding the fair value of available-for-sale securities.

The contractual maturities, amortized cost, carrying values and current yields for our available-for-sale securities were as presented below.  Since RJ Bank’s MBS and CMO available-for-sale securities are backed by mortgages, actual maturities will differ from contractual maturities because borrowers may have the right to prepay obligations without prepayment penalties.  Expected maturities of ARS may differ significantly from contractual maturities, as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
 
March 31, 2018
$ in thousands
 
Within one year
 
After one but
within five years
 
After five but
within ten years
 
After ten years
 
Total
Agency MBS and CMOs:
 
 
 
 
 
 
 
 
 
 
Amortized cost
 
$

 
$
196,339

 
$
792,426

 
$
1,511,094

 
$
2,499,859

Carrying value
 

 
192,549

 
776,185

 
1,481,240

 
2,449,974

Weighted-average yield
 

 
2.17
%
 
2.03
%
 
2.22
%
 
2.15
%
Other securities:
 
 
 
 
 
 
 
 
 
 
Amortized cost
 
$

 
$

 
$

 
$
1,575

 
$
1,575

Carrying value
 

 

 

 
834

 
834

Weighted-average yield
 

 

 

 

 

Subtotal agency MBS and CMOs and other securities:
 
 

 
 

Amortized cost
 
$

 
$
196,339

 
$
792,426

 
$
1,512,669

 
$
2,501,434

Carrying value
 

 
192,549

 
776,185

 
1,482,074

 
2,450,808

Weighted-average yield
 

 
2.17
%
 
2.03
%
 
2.22
%
 
2.15
%
ARS preferred securities:
 
 

 
 

 
 

 
 

 
 

Amortized cost
 
$

 
$

 
$

 
$
101,674

 
$
101,674

Carrying value
 

 

 

 
108,495

 
108,495

Weighted-average yield
 

 

 

 
2.90
%
 
2.90
%
Total available-for-sale securities:
 
 

 
 

 
 

 
 

 
 

Amortized cost
 
$

 
$
196,339

 
$
792,426

 
$
1,614,343

 
$
2,603,108

Carrying value
 

 
192,549

 
776,185

 
1,590,569

 
2,559,303

Weighted-average yield
 

 
2.17
%
 
2.03
%
 
2.27
%
 
2.18
%


23

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The gross unrealized losses and fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, were as follows:
 
 
Less than 12 months
 
12 months or more
 
Total
$ in thousands
 
Estimated
fair value
 
Unrealized
losses
 
Estimated
fair value
 
Unrealized
losses
 
Estimated
fair value
 
Unrealized
losses
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Agency MBS and CMOs
 
$
1,799,844

 
$
(33,871
)
 
$
533,321

 
$
(16,420
)
 
$
2,333,165

 
$
(50,291
)
Other securities
 

 

 
834

 
(741
)
 
834

 
(741
)
Total
 
$
1,799,844

 
$
(33,871
)
 
$
534,155

 
$
(17,161
)
 
$
2,333,999

 
$
(51,032
)
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Agency MBS and CMOs
 
$
1,119,715

 
$
(5,621
)
 
$
295,528

 
$
(4,378
)
 
$
1,415,243

 
$
(9,999
)
Other securities
 

 

 
1,032

 
(543
)
 
1,032

 
(543
)
Total
 
$
1,119,715


$
(5,621
)

$
296,560


$
(4,921
)

$
1,416,275


$
(10,542
)

The reference point for determining when securities are in a loss position is the reporting period end. As such, it is possible that a security had a fair value that exceeded its amortized cost on other days during the period.

Agency MBS and CMOs and non-agency CMOs

The Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Government National Mortgage Associations (“GNMA”) guarantee the contractual cash flows of the agency MBS and CMOs. At March 31, 2018, of the 215 U.S. government-sponsored enterprise MBS and CMOs in an unrealized loss position, 151 were in a continuous unrealized loss position for less than 12 months and 64 were for 12 months or more. We do not consider these securities to be other-than-temporarily impaired (“OTTI”) due to the guarantee provided by FNMA, FHLMC, and GNMA of the full payment of principal and interest, and the fact that we have the ability and intent to hold these securities. At March 31, 2018, debt securities we held from FNMA and FHLMC had an amortized cost of $1.72 billion and $658 million, respectively, and a fair value of $1.69 billion and $644 million, respectively.

During the three and six months ended March 31, 2018 there were no sales of agency MBS and CMO available-for-sale securities. During the three and six months ended March 31, 2017, there were $25 million and $33 million, respectively, of proceeds from the sales of agency and non-agency available-for-sale securities. These sales resulted in an insignificant loss, which was included in “Other revenues” on our Condensed Consolidated Statements of Income and Comprehensive Income.

ARS

Our cost basis in the ARS we hold is the fair value of the securities in the period in which we acquired them. The par value of the ARS we held as of March 31, 2018 was $120 million. Only those ARS whose amortized cost basis we do not expect to recover in full are considered to be other-than-temporarily impaired, as we have the ability and intent to hold these securities. All of our ARS securities are evaluated for OTTI on a quarterly basis. As of March 31, 2018, there were no ARS preferred securities with a fair value less than cost basis.

During the three and six months ended March 31, 2018, there were no sales of ARS. During the three and six months ended March 31, 2017, sales of ARS were insignificant.

Other-than-temporarily impaired securities

Changes in the amount of OTTI related to credit losses recognized in “Other revenues” on available-for-sale securities were as follows:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Amount related to credit losses on securities we held at the beginning of the period
 
$

 
$
5,754

 
$

 
$
8,107

Decreases to the amount related to credit losses for securities sold during the period
 

 

 

 
(2,353
)
Amount related to credit losses on securities we held at the end of the period
 
$

 
$
5,754

 
$

 
$
5,754




24

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS

Our derivative assets and derivative liabilities are recorded at fair value and are included in “Derivative assets” and “Derivative liabilities” in our Condensed Consolidated Statements of Financial Condition. Cash flows related to our derivative contracts are included within operating activities in the Condensed Consolidated Statements of Cash Flows. The significant accounting policies governing our derivative financial instruments, including our methodologies for determining fair value, are described in Note 2 of our 2017 Form 10-K.

Derivatives arising from our fixed income business operations

We enter into interest rate contracts as part of our fixed income business to facilitate client transactions or to actively manage risk exposures that arise from our client activity, including a portion of our trading inventory. The majority of these derivatives are traded in the over-the-counter market and are executed directly with another counterparty or are cleared and settled through a clearing organization.

We also facilitate matched book derivative transactions in which Raymond James Financial Products, Inc. (“RJFP”), a wholly owned subsidiary, enters into interest rate derivative transactions with clients. For every derivative transaction RJFP enters into with a client, it also enters into an offsetting derivative on terms that mirror the client transaction with a credit support provider, which is a third-party financial institution. Any collateral required to be exchanged under these derivative contracts is administered directly between the client and the third-party financial institution. Due to this pass-through transaction structure, RJFP has completely mitigated the market and credit risk on these derivative contracts. As a result, derivatives for which the fair value is in an asset position have an equal and offsetting derivative liability. RJFP only has credit risk on its uncollected derivative transaction fee revenues. The receivable for uncollected derivative transaction fee revenues of RJFP was $5 million at both March 31, 2018 and September 30, 2017, and was included in “Other receivables” on our Condensed Consolidated Statements of Financial Condition.

Derivatives arising from RJ Bank’s business operations
 
We enter into forward foreign exchange contracts and interest rate swaps to hedge certain exposures arising out of RJ Bank’s business operations (see Note 2 of our 2017 Form 10-K for the accounting policies associated with these transactions). Each of these activities is described further below.

We enter into three-month forward foreign exchange contracts primarily to hedge the risks related to RJ Bank’s investment in their Canadian subsidiary as well as their risk resulting from transactions denominated in currencies other than the U.S. dollar. The majority of these derivatives are designated as net investment hedges.

The cash flows associated with certain assets held by RJ Bank provide interest income at fixed interest rates. Therefore, the value of these assets, absent any risk mitigation, is subject to fluctuation based upon changes in market rates of interest over time. RJ Bank enters into floating-rate advances from the Federal Home Loan Bank of Atlanta (“FHLB”) to, in part, fund these assets and then enters into interest rate swaps which swap variable interest payments on this debt for fixed interest payments. These interest rate swaps are designated as cash flow hedges and effectively fix RJ Bank’s cost of funds associated with these assets to mitigate a portion of the market risk.

Derivative arising from our acquisition of Alex. Brown

As part of our acquisition of Alex. Brown (see Note 3 of our 2017 Form 10-K for additional information regarding the acquisition), we assumed certain DBRSU awards, including the associated plan terms and conditions. The DBRSU awards contain performance conditions based on Deutsche Bank and subsidiaries attaining certain financial results and will ultimately be settled in DB common shares, provided the performance metrics are achieved. The DBRSU obligation results in a derivative, the fair value and notional of which is measured by multiplying the number of outstanding DBRSU awards to be settled in DB common shares as of the end of the reporting period by the end of reporting period DB share price, as traded on the New York Stock Exchange.

Counterparty netting and collateral related to derivative contracts

To reduce credit exposure on certain of our derivative transactions, we may enter into a master netting arrangement that allows for net settlement of all derivative transactions with each counterparty.  In addition, the credit support annex allows parties to the master netting agreement to mitigate their credit risk by requiring the party which is out of the money to post collateral.  We accept collateral in the form of cash or other marketable securities.  Where permitted, we elect to net-by-counterparty certain derivative contracts entered into under a legally enforceable master netting agreement and, therefore, the fair value of those derivative contracts are netted by counterparty

25

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





in the Condensed Consolidated Statements of Financial Condition. As we elect to net-by-counterparty the fair value of such derivative contracts, we also net-by-counterparty cash collateral exchanged as part of those derivative agreements. We may also require certain counterparties to make a deposit at the inception of a derivative agreement, referred to as “initial margin.” This initial margin is included in “Other payables” on our Condensed Consolidated Statements of Financial Condition.

We are also required to maintain cash or marketable security deposits with the clearing organizations we utilize to clear certain of our interest rate derivative transactions. This initial margin is included as a component of “Receivables from brokers, dealers and clearing organizations” for cash initial margin or “Other investments” for marketable securities initial margin in our Condensed Consolidated Statements of Financial Condition. On a daily basis we also pay cash to or receive cash from these clearing organizations due to changes in the fair value of the derivatives which they clear. Such payments are referred to as “variation margin” and are considered to be settlement of the related derivatives.

RJ Bank provides to counterparties for the benefit of its U.S. subsidiaries, a guarantee of payment in the event of the subsidiary’s default under forward foreign exchange contracts.  Due to this RJ Bank guarantee and the short-term nature of these derivatives, RJ Bank’s U.S. subsidiaries are generally not required to post collateral with and do not generally receive collateral from the respective counterparties.

Derivative balances included in our financial statements

The table below presents the gross fair value and notional amount of derivative contracts by product type, the amounts of counterparty and cash collateral netting in our Condensed Consolidated Statements of Financial Condition, as well as collateral posted and received under credit support agreements that do not meet the criteria for netting under GAAP.
 
 
March 31, 2018
 
September 30, 2017
$ in thousands
 
Derivative assets
 
Derivative liabilities
 
Notional amount
 
Derivative assets
 
Derivative liabilities
 
Notional amount
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
 
 
 
 
 
Matched book
 
$
221,985

 
$
221,985

 
$
2,673,225

 
$
288,035

 
$
288,035

 
$
2,766,488

Other
 
65,802

 
98,480

 
5,294,600

 
86,436

 
100,503

 
4,931,809

Foreign exchange contracts
 
1,174

 

 
556,286

 
3

 
530

 
437,783

DBRSU obligation (equity) (1)
 

 
19,432

 
19,432

 

 
25,800

 
25,800

Subtotal
 
288,961


339,897


8,543,543


374,474


414,868


8,161,880

Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 

 
1,478

 
850,000

 

 
1,390

 
850,000

Foreign exchange contracts
 
1,214

 

 
871,546

 
29

 
116

 
1,048,646

Subtotal
 
1,214


1,478


1,721,546


29


1,506


1,898,646

Total gross fair value/notional amount
 
290,175


341,375


$
10,265,089


374,503


416,374


$
10,060,526

Offset in the Statements of Financial Condition
 
 
 
 
 
 
 
 
 
 
 
 
Counterparty netting
 
(22,239
)
 
(22,239
)
 
 
 
(6,045
)
 
(6,045
)
 
 
Cash collateral netting
 
(21,935
)
 
(18,177
)
 
 
 
(49,683
)
 
(53,365
)
 
 
Total amounts offset
 
(44,174
)
 
(40,416
)
 
 
 
(55,728
)
 
(59,410
)
 
 
Net amounts presented in the Statements of Financial Condition
 
246,001

 
300,959

 
 
 
318,775

 
356,964

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross amounts not offset in the Statements of Financial Condition
 
 
 
 
 
 
 
 
 
 
Financial instruments (2)
 
(224,100
)
 
(221,985
)
 
 
 
(293,340
)
 
(288,035
)
 
 
Total
 
$
21,901

 
$
78,974

 
 
 
$
25,435

 
$
68,929

 
 

(1) The DBRSU obligation is not subject to an enforceable master netting arrangement or other similar arrangement. However, we held shares of DB as an economic hedge against this obligation with a fair value of $15 million and $19 million as of March 31, 2018 and September 30, 2017, respectively, which are a component of “Other investments” on our Condensed Consolidated Statements of Financial Condition. See additional discussion of the DBRSUs in Note 17.

(2) Although the matched book derivative arrangements do not meet the definition of a master netting arrangement as specified by GAAP, the agreement with the third-party intermediary includes terms that are similar to a master netting agreement. As a result, we present the matched book amounts net in the table above.


26

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Gains/(losses) recognized in AOCI, net of income taxes, on derivatives designated as hedging instruments were as follows (see Note 15 for additional information):
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Interest rate contracts (cash flow hedges)
 
$
16,593

 
$
1,531

 
$
23,478

 
$
27,269

Foreign exchange contracts (net investment hedges)
 
18,964

 
(4,539
)
 
24,537

 
6,787

Total gains/(losses) recognized in AOCI, net of taxes
 
$
35,557

 
$
(3,008
)
 
$
48,015

 
$
34,056


There was no hedge ineffectiveness and no components of derivative gains or losses were excluded from the assessment of hedge effectiveness for each of the three and six months ended March 31, 2018 and 2017. We expect to reclassify an estimated $3 million of interest income out of AOCI and into earnings within the next 12 months. The maximum length of time over which forecasted transactions are or will be hedged is 10 years.

Gains/(losses) on derivatives not designated as hedging instruments recognized on the Condensed Consolidated Statements of Income and Comprehensive Income were as follows:
$ in thousands
 
Location of gain/(loss) included in the
Condensed Consolidated Statements of Income and Comprehensive Income
 
Gain/(loss) recognized during the period
 
 
Three months ended March 31,
 
Six months ended March 31,
 
 
2018
 
2017
 
2018
 
2017
Interest rate contracts:
 
 
 
 
 
 
 
 
 
 
Matched book
 
Other revenues
 
$
20

 
$
21

 
$
58

 
$
(5
)
Other
 
Net trading profit/other revenues
 
$
(182
)
 
$
1,965

 
$
1,380

 
$
4,194

Foreign exchange contracts
 
Other revenues
 
$
10,633

 
$
(2,278
)
 
$
9,267

 
$
5,636

DBRSUs
 
Compensation, commissions and benefits expense
 
$
7,278

 
$
1,256

 
$
4,665

 
$
(5,469
)
DBRSUs
 
Acquisition-related expenses
 
$

 
$
(2,733
)
 
$

 
$
(2,383
)

Risks associated with, and our risk mitigation related to, our derivative contracts

Credit risk

We are exposed to credit losses in the event of nonperformance by the counterparties to forward foreign exchange derivative agreements and interest rate contracts that are not cleared through a clearing organization. Where we are subject to credit exposure, we perform a credit evaluation of counterparties prior to entering into derivative transactions and we monitor their credit standings.  Currently, we anticipate that all of the counterparties will be able to fully satisfy their obligations under those agreements.  We may require initial margin or collateral from counterparties in the form of cash deposits or other marketable securities to support certain of these obligations as established by the credit threshold specified by the agreement and/or as a result of monitoring the credit standing of the counterparties.  

Our only exposure to credit risk in the matched book derivatives operations is related to our uncollected derivative transaction fee revenues. We are not exposed to market risk as it relates to these derivative contracts due to the pass-through transaction structure previously described.

Interest rate and foreign exchange risk

We are exposed to interest rate risk related to certain of our interest rate derivative agreements. We are also exposed to foreign exchange risk related to our forward foreign exchange derivative agreements.  On a daily basis, we monitor our risk exposure in our derivative agreements based on established limits with respect to a number of factors, including interest rate, foreign exchange spot and forward rates, spread, ratio, basis and volatility risks.  These exposures are monitored both on a total portfolio basis and separately for each agreement for selected maturity periods.

Derivatives with credit-risk-related contingent features

Certain of the derivative instruments arising from our interest rate contracts and forward foreign exchange contracts contain provisions that require our debt to maintain an investment-grade rating from one or more of the major credit rating agencies. If our debt were to fall below investment-grade, the counterparties to the derivative instruments could terminate and request immediate payment or demand immediate and ongoing overnight collateralization on our derivative instruments in liability positions. The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that were in a liability position was $3 million at March 31, 2018, for which we had posted an insignificant amount of collateral. Such amounts were not material at September 30, 2017.

27

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





NOTE 7 – COLLATERALIZED AGREEMENTS AND FINANCINGS

Collateralized agreements are securities purchased under agreements to resell (“reverse repurchase agreements”) and securities borrowed. Collateralized financings are securities sold under agreements to repurchase (“repurchase agreements”) and securities loaned. We enter into these transactions in order to facilitate client activities, invest excess cash, acquire securities to cover short positions and finance certain firm activities. The significant accounting policies governing our collateralized agreements and financings are described in Note 2 of our 2017 Form 10-K.

For financial statement purposes, we do not offset our reverse repurchase agreements, repurchase agreements, securities borrowing and securities lending transactions because the conditions for netting as specified by GAAP are not met. Our reverse repurchase agreements, repurchase agreements, securities borrowing and securities lending transactions are governed by master agreements that are widely used by counterparties and that may allow for net settlements of payments in the normal course, as well as offsetting of all contracts with a given counterparty in the event of bankruptcy or default of one of the parties to the transaction. Although not offset on the Condensed Consolidated Statements of Financial Condition, these transactions are included in the following table.
 
 
Assets
 
Liabilities
$ in thousands
 
Reverse repurchase agreements
 
Securities borrowed
 
Repurchase agreements
 
Securities loaned
March 31, 2018
 
 
 
 
 
 
 
 
Gross amounts of recognized assets/liabilities
 
$
448,474

 
$
163,981

 
$
142,791

 
$
304,192

Gross amounts offset in the Condensed Consolidated Statements of Financial Condition
 

 

 

 

Net amounts presented in the Condensed Consolidated Statements of Financial Condition
 
448,474


163,981


142,791


304,192

Gross amounts not offset in the Condensed Consolidated Statements of Financial Condition
 
(448,474
)
 
(161,134
)
 
(142,791
)
 
(298,198
)
Net amount
 
$

 
$
2,847

 
$

 
$
5,994

September 30, 2017
 
 
 
 
 
 
 
 
Gross amounts of recognized assets/liabilities
 
$
404,462

 
$
138,319

 
$
220,942

 
$
383,953

Gross amounts offset in the Condensed Consolidated Statements of Financial Condition
 

 

 

 

Net amounts presented in the Condensed Consolidated Statements of Financial Condition
 
404,462


138,319


220,942


383,953

Gross amounts not offset in the Condensed Consolidated Statements of Financial Condition
 
(404,462
)
 
(134,304
)
 
(220,942
)
 
(373,132
)
Net amount
 
$

 
$
4,015

 
$

 
$
10,821


The required market value of the collateral associated with collateralized agreements and financings generally exceeds the amount financed. Accordingly, the total collateral received under reverse repurchase agreements and the total amount of collateral posted under repurchase agreements exceeds the carrying value of these agreements in our Condensed Consolidated Statements of Financial Condition. In the event the market value of the securities we pledge as collateral in these activities declines, we may have to post additional collateral or reduce the borrowing amounts. We monitor such levels daily.

Collateral received and pledged

We receive cash and securities as collateral, primarily in connection with reverse repurchase agreements, securities borrowed, derivative transactions not transacted through a clearing organization, and client margin loans. The collateral we receive reduces our credit exposure to individual counterparties.

In many cases, we are permitted to deliver or repledge financial instruments we have received as collateral, for our own use in our repurchase agreements, securities lending agreements, other secured borrowings, satisfaction of deposit requirements with clearing organizations, or otherwise meeting either our or our clients’ settlement requirements.

The table below presents financial instruments at fair value that we received as collateral, were not included on our Condensed Consolidated Statements of Financial Condition, and that were available to be delivered or repledged, along with the balances of such instruments that were delivered or repledged, to satisfy one of our purposes described above:
$ in thousands
 
March 31,
2018
 
September 30,
2017
Collateral we received that was available to be delivered or repledged
 
$
3,095,347

 
$
3,030,736

Collateral that we delivered or repledged
 
$
1,163,076

 
$
1,068,912



28

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Encumbered assets

We pledge certain of our financial instruments to collateralize either repurchase agreements or other secured borrowings, or to satisfy our collateral or settlement requirements with counterparties or clearing organizations who may or may not have the right to deliver or repledge such securities. The table below presents information about the fair value of our assets that have been pledged for one of the purposes described above:
$ in thousands
 
March 31,
2018
 
September 30,
2017
Financial instruments owned, at fair value, pledged to counterparties that:
 
 
 
 
Had the right to deliver or repledge
 
$
644,735

 
$
363,739

Did not have the right to deliver or repledge
 
$
65,190

 
$
44,930


Repurchase agreements, repurchase-to-maturity transactions and securities loaned accounted for as secured borrowings

The following table presents the remaining contractual maturity of repurchase agreements and securities lending transactions accounted for as secured borrowings:
$ in thousands
 
Overnight and continuous
 
Up to 30 days
 
30-90 days
 
Greater than 90 days
 
Total
March 31, 2018
 
 
Repurchase agreements:
 
 
 
 
 
 
 
 
 
 
Government and agency obligations
 
$
69,031

 
$

 
$

 
$

 
$
69,031

Agency MBS and CMOs
 
73,760

 

 

 

 
73,760

Total repurchase agreements
 
142,791








142,791

Securities loaned:
 
 
 
 
 
 
 
 
 
 
Equity securities
 
304,192

 

 

 

 
304,192

Total
 
$
446,983


$


$


$


$
446,983

Gross amounts of recognized liabilities for repurchase agreements and securities loaned included in the table within this footnote
 
$
446,983

Amounts related to repurchase agreements and securities loaned not included in the table within this footnote
 
$

September 30, 2017
 
 
 
 
 
 
 
 
 
 
Repurchase agreements:
 
 
 
 
 
 
 
 
 
 
Government and agency obligations
 
$
107,284

 
$

 
$

 
$

 
$
107,284

Agency MBS and CMOs
 
113,658

 

 

 

 
113,658

Total repurchase agreements
 
220,942








220,942

Securities loaned:
 
 
 
 
 
 
 
 
 
 
Equity securities
 
383,953

 

 

 

 
383,953

Total
 
$
604,895

 
$

 
$

 
$

 
$
604,895

Gross amounts of recognized liabilities for repurchase agreements and securities loaned included in the table within this footnote
 
$
604,895

Amounts related to repurchase agreements and securities loaned not included in the table within this footnote
 
$


As of both March 31, 2018 and September 30, 2017, we did not have any “repurchase-to-maturity” agreements, which are repurchase agreements where a security is transferred under an agreement to repurchase and the maturity date of the repurchase agreement matches the maturity date of the underlying security.


NOTE 8 – BANK LOANS, NET

Bank client receivables are comprised of loans originated or purchased by RJ Bank and include commercial and industrial (“C&I”) loans, tax-exempt loans, securities based loans (“SBL”), and commercial and residential real estate loans. These receivables are collateralized by first or second mortgages on residential or other real property, other assets of the borrower, a pledge of revenue or are unsecured.

We segregate our loan portfolio into six loan portfolio segments: C&I, commercial real estate (“CRE”), CRE construction, tax-exempt, residential mortgage, and SBL. These portfolio segments also serve as the portfolio loan classes for purposes of credit analysis, except for residential mortgage loans which are further disaggregated into residential first mortgage and residential home equity classes.


29

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





See Note 2 of our 2017 Form 10-K for a discussion of our accounting policies related to bank loans and allowances for losses, including the policies regarding loans held for investment, loans held for sale, off-balance sheet loan commitments, nonperforming assets, troubled debt restructurings (“TDRs”), impaired loans, the allowance for loan losses and reserve for unfunded lending commitments, and loan charge-off policies.

The following table presents the balances for both the held for sale and held for investment loan portfolios, as well as the associated percentage of each portfolio segment in RJ Bank’s total loan portfolio. “Loans held for sale, net” and “Total loans held for investment, net” in the table below are presented net of unearned income and deferred expenses, which include purchase premiums, purchase discounts and net deferred origination fees and costs.
 
 
March 31, 2018
 
September 30, 2017
$ in thousands
 
Balance
 
%
 
Balance
 
%
Loans held for investment:
 
 

 
 

 
 

 
 

C&I loans
 
$
7,661,933

 
42
%
 
$
7,385,910

 
43
%
CRE construction loans
 
174,955

 
1
%
 
112,681

 
1
%
CRE loans
 
3,247,079

 
18
%
 
3,106,290

 
18
%
Tax-exempt loans
 
1,174,178

 
6
%
 
1,017,791

 
6
%
Residential mortgage loans
 
3,370,551

 
18
%
 
3,148,730

 
18
%
SBL
 
2,625,965

 
14
%
 
2,386,697

 
14
%
Total loans held for investment
 
18,254,661

 
 

 
17,158,099

 
 

Net unearned income and deferred expenses
 
(25,657
)
 
 

 
(31,178
)
 
 

Total loans held for investment, net
 
18,229,004

 
 

 
17,126,921

 
 

Loans held for sale, net
 
116,761

 
1
%
 
70,316

 

Total loans held for sale and investment
 
18,345,765

 
100
%
 
17,197,237

 
100
%
Allowance for loan losses
 
(194,852
)
 
 

 
(190,442
)
 
 

Bank loans, net
 
$
18,150,913

 
 

 
$
17,006,795

 
 


At March 31, 2018, the FHLB had a blanket lien on RJ Bank’s residential mortgage loan portfolio as security for the repayment of certain borrowings. See Note 12 for more information regarding borrowings from the FHLB.

Loans held for sale

RJ Bank originated or purchased $323 million and $681 million of loans held for sale during the three and six months ended March 31, 2018, respectively, and $315 million and $837 million during the three and six months ended March 31, 2017, respectively. Proceeds from the sale of these held for sale loans amounted to $136 million and $228 million during the three and six months ended March 31, 2018, respectively, and $85 million and $235 million during the three and six months ended March 31, 2017, respectively. Net gains resulting from such sales were insignificant in all periods during the three and six months ended March 31, 2018 and 2017. Unrealized losses recorded in the Condensed Consolidated Statements of Income and Comprehensive Income to reflect the loans held for sale at the lower of cost or market value were insignificant in all periods during the three and six months ended March 31, 2018 and 2017.

Purchases and sales of loans held for investment

The following table presents purchases and sales of any loans held for investment by portfolio segment:
$ in thousands
 
C&I loans
 
CRE loans
 
Residential mortgage loans
 
Total
Three months ended March 31, 2018
 
 
 
 
 
 
 
 
Purchases
 
$
124,616

 
$
42,671

 
$
49,062

 
$
216,349

Sales
 
$
76,369

 
$

 
$

 
$
76,369

Six months ended March 31, 2018
 
 
 
 
 
 
 
 
Purchases
 
$
272,058

 
$
62,758

 
$
94,073

 
$
428,889

Sales
 
$
107,512

 
$

 
$

 
$
107,512

Three months ended March 31, 2017
 
 
 
 
 
 
 
 
Purchases
 
$
83,003

 
$

 
$
8,757

 
$
91,760

Sales
 
$
90,949

 
$

 
$

 
$
90,949

Six months ended March 31, 2017
 
 
 
 
 
 
 
 
Purchases
 
$
197,652

 
$
38,980

 
$
90,419

 
$
327,051

Sales
 
$
172,528

 
$

 
$

 
$
172,528


30

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Sales in the table on the previous page represent the recorded investment of loans held for investment that were transferred to loans held for sale and subsequently sold to a third party during the respective period. As more fully described in Note 2 of our 2017 Form 10-K, corporate loan (C&I, CRE and CRE construction) sales generally occur as part of a loan workout situation.

Aging analysis of loans held for investment

The following table presents an analysis of the payment status of loans held for investment. Amounts in the table exclude any net unearned income and deferred expenses.
$ in thousands
 
30-89
days and accruing
 
90 days or more and accruing
 
Total past due and accruing
 
Nonaccrual
 
Current and accruing
 
Total loans held for investment
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
C&I loans
 
$

 
$

 
$

 
$
4,014

 
$
7,657,919

 
$
7,661,933

CRE construction loans
 

 

 

 

 
174,955

 
174,955

CRE loans
 

 

 

 

 
3,247,079

 
3,247,079

Tax-exempt loans
 

 

 

 

 
1,174,178

 
1,174,178

Residential mortgage loans:
 
 
 
 
 


 
 
 
 
 


First mortgage loans
 
2,650

 
1,255

 
3,905

 
29,131

 
3,310,539

 
3,343,575

Home equity loans/lines
 
195

 

 
195

 
199

 
26,582

 
26,976

SBL
 

 

 

 

 
2,625,965

 
2,625,965

Total loans held for investment, net
 
$
2,845

 
$
1,255

 
$
4,100

 
$
33,344

 
$
18,217,217

 
$
18,254,661

 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
C&I loans
 
$

 
$

 
$

 
$
5,221

 
$
7,380,689

 
$
7,385,910

CRE construction loans
 

 

 

 

 
112,681

 
112,681

CRE loans
 

 

 

 

 
3,106,290

 
3,106,290

Tax-exempt loans
 

 

 

 

 
1,017,791

 
1,017,791

Residential mortgage loans:
 
 
 
 
 
 
 
 
 
 
 

        First mortgage loans
 
1,853

 

 
1,853

 
33,718

 
3,086,701

 
3,122,272

        Home equity loans/lines
 
248

 

 
248

 
31

 
26,179

 
26,458

SBL
 

 

 

 

 
2,386,697

 
2,386,697

Total loans held for investment, net
 
$
2,101

 
$

 
$
2,101

 
$
38,970

 
$
17,117,028

 
$
17,158,099


The table above includes $14 million and $18 million at March 31, 2018 and September 30, 2017, respectively, of nonaccrual loans which were performing pursuant to their contractual terms.

Other real estate owned, included in “Other assets” on our Condensed Consolidated Statements of Financial Condition, was $4 million and $5 million at March 31, 2018 and September 30, 2017, respectively. The recorded investment in mortgage loans secured by one-to-four family residential properties for which formal foreclosure proceedings were in process was $14 million and $18 million at March 31, 2018 and September 30, 2017, respectively.

Impaired loans and troubled debt restructurings

The following table provides a summary of RJ Bank’s impaired loans:
 
 
March 31, 2018
 
September 30, 2017
$ in thousands
 
Gross
recorded
investment
 
Unpaid
principal
balance
 
Allowance
for losses
 
Gross
recorded
investment
 
Unpaid
principal
balance
 
Allowance
for losses
Impaired loans with allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
C&I loans
 
$
4,014

 
$
5,195

 
$
1,518

 
$
5,221

 
$
6,160

 
$
1,963

Residential - first mortgage loans
 
20,528

 
26,888

 
2,211

 
23,977

 
31,100

 
2,504

Total
 
24,542

 
32,083

 
3,729

 
29,198

 
37,260

 
4,467

Impaired loans without allowance for loan losses:
 
 

 
 

 
 

 
 

 
 

Residential - first mortgage loans
 
13,694

 
20,882

 

 
16,737

 
24,899

 

Total
 
13,694

 
20,882

 

 
16,737

 
24,899

 

Total impaired loans
 
$
38,236

 
$
52,965

 
$
3,729

 
$
45,935

 
$
62,159

 
$
4,467


31

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Impaired loan balances with allowances for loan losses have had reserves established based upon management’s analysis. There is no allowance required when the discounted cash flow, collateral value or market value of a loan equals or exceeds the carrying value.  These are generally loans in process of foreclosure that have already been adjusted to fair value.

The table on the previous page includes residential first mortgage TDR’s of $23 million and $27 million at March 31, 2018 and September 30, 2017, respectively.

The average balance of the total impaired loans and the related interest income recognized in the Condensed Consolidated Statements of Income and Comprehensive Income were as follows:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Average impaired loan balance:
 
 
 
 
 
 
 
 
C&I loans
 
$
4,111

 
$
23,060

 
$
4,538

 
$
27,934

CRE loans
 

 

 

 
1,388

Residential - first mortgage loans
 
34,846

 
45,547

 
37,390

 
46,040

Total
 
$
38,957

 
$
68,607

 
$
41,928

 
$
75,362

Interest income recognized:
 
 
 
 
 
 
 
 
Residential - first mortgage loans
 
$
323

 
$
350

 
$
610

 
$
669

Total
 
$
323

 
$
350

 
$
610

 
$
669


Credit quality indicators

The credit quality of RJ Bank’s loan portfolio is summarized monthly by management using the standard asset classification system utilized by bank regulators for the SBL and residential mortgage loan portfolios and internal risk ratings, which correspond to the same standard asset classifications for the corporate loan portfolios.  These classifications are divided into three groups:  Not Classified (Pass), Special Mention, and Classified or Adverse Rating (Substandard, Doubtful and Loss). These terms are defined as follows:

Pass – Loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less costs to acquire and sell, of any underlying collateral in a timely manner.

Special Mention – Loans which have potential weaknesses that deserve management’s close attention. These loans are not adversely classified and do not expose RJ Bank to sufficient risk to warrant an adverse classification.

Substandard – Loans which are inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Loans with this classification are characterized by the distinct possibility that RJ Bank will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans which have all the weaknesses inherent in loans classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently-known facts, conditions and values.

Loss – Loans which are considered by management to be uncollectible and of such little value that their continuance on RJ Bank’s books as an asset, without establishment of a specific valuation allowance or charge-off, is not warranted.  RJ Bank does not have any loan balances within this classification because, in accordance with its accounting policy, loans, or a portion thereof considered to be uncollectible, are charged-off prior to the assignment of this classification.


32

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The credit quality of RJ Bank’s held for investment loan portfolio was as follows:
$ in thousands
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Total
March 31, 2018
 
 
 
 
 
 
 
 
 
 
C&I loans
 
$
7,529,648

 
$
50,281

 
$
82,004

 
$

 
$
7,661,933

CRE construction loans
 
174,955

 

 

 

 
174,955

CRE loans
 
3,188,151

 
58,801

 
127

 

 
3,247,079

Tax-exempt loans
 
1,174,178

 

 

 

 
1,174,178

Residential mortgage loans:
 
 
 
 
 
 
 
 
 
 
First mortgage loans
 
3,297,383

 
7,295

 
38,897

 

 
3,343,575

Home equity loans/lines
 
26,536

 
241

 
199

 

 
26,976

SBL
 
2,625,965

 

 

 

 
2,625,965

Total
 
$
18,016,816

 
$
116,618

 
$
121,227

 
$

 
$
18,254,661

 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
 
 
 
 
 
 
C&I loans
 
$
7,232,777

 
$
63,964

 
$
89,169

 
$

 
$
7,385,910

CRE construction loans
 
112,681

 

 

 

 
112,681

CRE loans
 
3,048,847

 
57,315

 
128

 

 
3,106,290

Tax-exempt loans
 
1,017,791

 

 

 

 
1,017,791

Residential mortgage loans:
 
 
 
 
 
 
 
 
 
 
First mortgage loans
 
3,068,290

 
8,467

 
45,515

 

 
3,122,272

Home equity loans/lines
 
26,352

 
75

 
31

 

 
26,458

SBL
 
2,386,697

 

 

 

 
2,386,697

Total
 
$
16,893,435

 
$
129,821

 
$
134,843

 
$

 
$
17,158,099


Loans classified as special mention, substandard or doubtful are all considered to be “criticized” loans.



33

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Allowance for loan losses and reserve for unfunded lending commitments

Changes in the allowance for loan losses of RJ Bank by portfolio segment are as follows:
 
 
Loans held for investment
$ in thousands
 
C&I loans
 
CRE construction loans
 
CRE loans
 
Tax-exempt loans
 
Residential mortgage loans
 
SBL
 
Total
Three months ended March 31, 2018
 
 
 
 

 
 

 
 
 
 

 
 

 
 

Balance at beginning of period
 
$
121,569

 
$
2,107

 
$
40,616

 
$
6,918

 
$
15,501

 
$
4,558

 
$
191,269

Provision/(benefit) for loan losses
 
7,220

 
111

 
2,153

 
855

 
(2,962
)
 
172

 
7,549

Net (charge-offs)/recoveries:
 
 

 
 

 
 

 
 
 
 

 
 
 
 

Charge-offs
 
(3,573
)
 

 

 

 
(204
)
 

 
(3,777
)
Recoveries
 

 

 

 

 
156

 

 
156

Net (charge-offs)/recoveries
 
(3,573
)
 

 

 

 
(48
)
 

 
(3,621
)
Foreign exchange translation adjustment
 
(238
)
 

 
(107
)
 

 

 

 
(345
)
Balance at end of period
 
$
124,978

 
$
2,218

 
$
42,662

 
$
7,773

 
$
12,491

 
$
4,730

 
$
194,852

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
119,901

 
$
1,421

 
$
41,749

 
$
6,381

 
$
16,691

 
$
4,299

 
$
190,442

Provision/(benefit) for loan losses
 
9,557

 
797

 
1,049

 
1,392

 
(4,661
)
 
431

 
8,565

Net (charge-offs)/recoveries:
 
 

 
 

 
 

 
 
 
 

 
 

 
 
Charge-offs
 
(4,176
)
 

 

 

 
(299
)
 

 
(4,475
)
Recoveries
 

 

 

 

 
760

 

 
760

Net (charge-offs)/recoveries
 
(4,176
)
 

 

 

 
461

 

 
(3,715
)
Foreign exchange translation adjustment
 
(304
)
 

 
(136
)
 

 

 

 
(440
)
Balance at end of period
 
$
124,978

 
$
2,218

 
$
42,662

 
$
7,773

 
$
12,491

 
$
4,730

 
$
194,852

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
132,905

 
$
2,103

 
$
39,532

 
$
4,493

 
$
13,639

 
$
5,008

 
$
197,680

Provision/(benefit) for loan losses
 
4,984

 
(576
)
 
4,589

 
(140
)
 
(1,078
)
 
149

 
7,928

Net (charge-offs)/recoveries:
 
 

 
 

 
 

 
 
 
 
 
 
 
 
Charge-offs
 
(19,304
)
 

 

 

 
(478
)
 

 
(19,782
)
Recoveries
 

 

 

 

 
295

 

 
295

Net (charge-offs)/recoveries
 
(19,304
)
 

 

 

 
(183
)
 

 
(19,487
)
Foreign exchange translation adjustment
 
75

 

 
38

 

 

 

 
113

Balance at end of period
 
$
118,660

 
$
1,527

 
$
44,159

 
$
4,353

 
$
12,378

 
$
5,157

 
$
186,234

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
137,701

 
$
1,614

 
$
36,533

 
$
4,100

 
$
12,664

 
$
4,766

 
$
197,378

Provision/(benefit) for loan losses
 
3,741

 
5

 
2,579

 
253

 
(81
)
 
391

 
6,888

Net (charge-offs)/recoveries:
 
 

 
 

 
 

 
 
 
 
 
 
 
 
Charge-offs
 
(22,693
)
 

 

 

 
(565
)
 

 
(23,258
)
Recoveries
 

 

 
5,013

 

 
360

 

 
5,373

Net (charge-offs)/recoveries
 
(22,693
)
 

 
5,013

 

 
(205
)
 

 
(17,885
)
Foreign exchange translation adjustment
 
(89
)
 
(92
)
 
34

 

 

 

 
(147
)
Balance at end of period
 
$
118,660

 
$
1,527

 
$
44,159

 
$
4,353

 
$
12,378

 
$
5,157

 
$
186,234



34

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The following table presents, by loan portfolio segment, RJ Bank’s recorded investment (excluding any net unearned income and deferred expenses) and the related allowance for loan losses.
 
 
Loans held for investment
 
 
Allowance for loan losses
 
Recorded investment
$ in thousands
 
Individually evaluated for impairment
 
Collectively evaluated for impairment
 
Total
 
Individually evaluated for impairment
 
Collectively evaluated for impairment
 
Total
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
C&I loans
 
$
1,518

 
$
123,460

 
$
124,978

 
$
4,014

 
$
7,657,919

 
$
7,661,933

CRE construction loans
 

 
2,218

 
2,218

 

 
174,955

 
174,955

CRE loans
 

 
42,662

 
42,662

 

 
3,247,079

 
3,247,079

Tax-exempt loans
 

 
7,773

 
7,773

 

 
1,174,178

 
1,174,178

Residential mortgage loans
 
2,227

 
10,264

 
12,491

 
41,403

 
3,329,148

 
3,370,551

SBL
 

 
4,730

 
4,730

 

 
2,625,965

 
2,625,965

Total
 
$
3,745

 
$
191,107

 
$
194,852

 
$
45,417

 
$
18,209,244

 
$
18,254,661

 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
C&I loans
 
$
1,963

 
$
117,938

 
$
119,901

 
$
5,221

 
$
7,380,689

 
$
7,385,910

CRE construction loans
 

 
1,421

 
1,421

 

 
112,681

 
112,681

CRE loans
 

 
41,749

 
41,749

 

 
3,106,290

 
3,106,290

Tax-exempt loans
 

 
6,381

 
6,381

 

 
1,017,791

 
1,017,791

Residential mortgage loans
 
2,506

 
14,185

 
16,691

 
47,368

 
3,101,362

 
3,148,730

SBL
 

 
4,299

 
4,299

 

 
2,386,697

 
2,386,697

Total
 
$
4,469

 
$
185,973

 
$
190,442

 
$
52,589

 
$
17,105,510

 
$
17,158,099


The reserve for unfunded lending commitments, which is included in “Other payables” on our Condensed Consolidated Statements of Financial Condition, was $10 million at March 31, 2018 and $11 million at September 30, 2017.



35

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





NOTE 9 – VARIABLE INTEREST ENTITIES

A VIE requires consolidation by the entity’s primary beneficiary.  We evaluate all of the entities in which we are involved to determine if the entity is a VIE and if so, whether we hold a variable interest and are the primary beneficiary. Refer to Note 2 of our 2017 Form 10-K for a discussion of our principal involvement with VIEs and the accounting policies regarding determination of whether we are deemed to be the primary beneficiary of VIEs.

VIEs where we are the primary beneficiary

Of the VIEs in which we hold an interest, we have determined that certain limited partnerships which are part of our private equity portfolio (“Private Equity Interests”), a Low-Income Housing Tax Credit fund (“LIHTC fund”) in which RJ Bank is an investor and an affiliate of Raymond James Tax Credit Funds, Inc. (“RJTCF”) is the managing member, a LIHTC fund where RJTCF provides an investor member with a guaranteed return on their investment (“Guaranteed LIHTC Fund”), certain other LIHTC funds and the trust we utilize in connection with restricted stock unit (“RSU”) awards granted to certain employees of one of our Canadian subsidiaries (the “Restricted Stock Trust Fund”) require consolidation in our financial statements, as we are deemed the primary beneficiary of such VIEs.  The aggregate assets and liabilities of the VIEs we consolidate are provided in the table below. Aggregate assets and aggregate liabilities may differ from the consolidated carrying value of assets and liabilities due to the elimination of intercompany assets and liabilities held by the consolidated VIE.
$ in thousands
 
Aggregate assets
 
Aggregate liabilities
March 31, 2018
 
 
 
 
Private Equity Interests
 
$
105,957

 
$
3,836

LIHTC Fund in which RJ Bank is an investor member
 
53,917

 
166

Guaranteed LIHTC Fund
 
41,409

 
2,960

Other LIHTC Funds
 
2,928

 
2,877

Restricted Stock Trust Fund
 
17,800

 
17,800

Total
 
$
222,011

 
$
27,639

 
 
 
 
 
September 30, 2017
 
 

 
 

Private Equity Interests
 
$
104,414

 
$
3,851

LIHTC Fund in which RJ Bank is an investor member
 
57,719

 
1,055

Guaranteed LIHTC Fund
 
51,400

 
2,872

Other LIHTC Funds
 
7,418

 
2,544

Restricted Stock Trust Fund
 
12,122

 
12,122

Total
 
$
233,073

 
$
22,444


In the Guaranteed LIHTC Fund, a multi-investor tax credit fund in which RJTCF is the managing member, RJTCF has provided one investor member a guaranteed return on their investment in the fund. See Note 9 of our 2017 Form 10-K for information regarding the financing asset associated with this fund and Note 14 of this Form 10-Q for additional information regarding this commitment.


36

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The following table presents information about the carrying value of the assets, liabilities and equity of the VIEs which we consolidate and which are included within our Condensed Consolidated Statements of Financial Condition. The noncontrolling interests presented in this table represent the portion of these net assets which are not ours.
$ in thousands
 
March 31, 2018
 
September 30, 2017
Assets:
 
 
 
 
Cash and cash equivalents
 
$
4,822

 
$
2,052

Assets segregated pursuant to regulations and other segregated assets
 
3,055

 
4,590

Other receivables
 
60

 
168

Intercompany receivables
 
443

 
454

Other investments
 
100,735

 
101,905

Investments in real estate partnerships held by consolidated variable interest entities
 
95,055

 
111,743

Trust fund investment in RJF common stock
 
17,799

 
12,120

Other assets
 
42

 
41

Total assets
 
$
222,011

 
$
233,073

 
 
 
 
 
Liabilities and equity:
 
 

 
 

Other payables
 
$
5,658

 
$
9,667

Intercompany payables
 
21,148

 
16,520

Total liabilities
 
26,806

 
26,187

RJF equity
 
103,019

 
101,445

Noncontrolling interests
 
92,186

 
105,441

Total equity
 
195,205

 
206,886

Total liabilities and equity
 
$
222,011

 
$
233,073


The trust fund investment in RJF common stock in the table above is the Restricted Stock Trust Fund, which is included in “Treasury stock” in our Condensed Consolidated Statements of Financial Condition.

VIEs where we hold a variable interest but are not the primary beneficiary

As discussed in Note 2 of our 2017 Form 10-K, we have concluded that for certain VIEs we are not the primary beneficiary and therefore do not consolidate these VIEs. Such VIEs include certain Private Equity Interests, certain LIHTC funds, New Market Tax Credit Funds (“NMTC Funds”) and other limited partnerships. Our risk of loss for these VIEs is limited to our investments in, advances to, and/or receivables due from these VIEs.

Aggregate assets, liabilities and risk of loss

The aggregate assets, liabilities, and our exposure to loss from those VIEs in which we hold a variable interest, but as to which we have concluded we are not the primary beneficiary, are provided in the table below.
 
 
March 31, 2018
 
September 30, 2017
$ in thousands
 
Aggregate
assets
 
Aggregate
liabilities
 
Our risk
of loss
 
Aggregate
assets
 
Aggregate
liabilities
 
Our risk
of loss
Private Equity Interests
 
$
7,801,285

 
$
185,844

 
$
69,053

 
$
10,485,611

 
$
174,354

 
$
73,457

LIHTC Funds
 
5,731,372

 
2,099,275

 
78,255

 
5,372,367

 
2,134,600

 
60,959

NMTC Funds
 
25,290

 
124

 
8

 
30,297

 
105

 
9

Other
 
173,628

 
88,785

 
3,422

 
169,462

 
88,615

 
3,163

Total
 
$
13,731,575


$
2,374,028


$
150,738


$
16,057,737


$
2,397,674


$
137,588


37

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





NOTE 10 - GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET

Our goodwill and identified intangible assets result from various acquisitions. See Note 2 of our 2017 Form 10-K for a discussion of our intangible assets and goodwill accounting policies. The following were our goodwill and net identifiable intangible asset balances as of the dates indicated:
$ in thousands
 
March 31, 2018
 
September 30, 2017
Goodwill
 
$
478,933

 
$
410,723

Identifiable intangible assets, net
 
167,876

 
82,460

Total goodwill and identifiable intangible assets, net
 
$
646,809

 
$
493,183


As described in Note 3, we acquired the Scout Group during the six months ended March 31, 2018, which included a number of identifiable intangible assets as well as goodwill. See Note 12 of our 2017 Form 10-K for a discussion of the components of our goodwill balance and additional information regarding our identifiable intangible assets.

Goodwill

The following summarizes our goodwill by segment, along with the balance and activity for the periods indicated:
$ in thousands
 
Private Client Group
 
Capital
Markets
 
Asset Management
 
Total
Three months ended March 31, 2018
 
 
 
 
 
 
 
 
Goodwill as of beginning of period
 
$
276,534

 
$
134,007

 
$
69,234

 
$
479,775

Foreign currency translation
 
(592
)
 
(250
)
 

 
(842
)
Goodwill as of end of period
 
$
275,942

 
$
133,757

 
$
69,234

 
$
478,933

 
 
 
 
 
 
 
 
 
Six months ended March 31, 2018
 
 
 
 
 
 
 
 
Goodwill as of beginning of period
 
$
276,713

 
$
134,010

 
$

 
$
410,723

Additions
 

 

 
69,234

 
69,234

Foreign currency translations
 
(771
)
 
(253
)
 

 
(1,024
)
Goodwill as of end of period
 
$
275,942


$
133,757


$
69,234

 
$
478,933

 
 
 
 
 
 
 
 
 
Three months ended March 31, 2017
 
 
 
 
 
 
 
 
Goodwill as of beginning of period
 
$
274,984

 
$
131,513

 
$

 
$
406,497

Foreign currency translation
 
219

 
296

 

 
515

Goodwill as of end of period
 
$
275,203

 
$
131,809

 
$

 
$
407,012

 
 
 
 
 
 
 
 
 
Six months ended March 31, 2017
 
 
 
 
 
 
 
 
Goodwill as of beginning of period
 
$
275,521

 
$
132,551

 
$

 
$
408,072

Foreign currency translation
 
(318
)
 
(742
)
 

 
(1,060
)
Goodwill as of end of period
 
$
275,203


$
131,809


$


$
407,012


The addition to goodwill during the six months ended March 31, 2018 arose from the acquisition of the Scout Group. The goodwill primarily represents synergies from combining the Scout Group with our existing businesses. All of the goodwill associated with the Scout Group is deductible for tax purposes over 15 years.

As described in Note 2 of our 2017 Form 10-K, we perform goodwill testing on an annual basis or when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.  We performed our latest annual goodwill impairment testing during the quarter ended March 31, 2018, evaluating balances as of December 31, 2017, and no impairment was identified. In that testing, we performed both a qualitative impairment assessment for certain of our reporting units and a quantitative impairment assessment for our two Raymond James Ltd. (“RJ Ltd.”) reporting units operating in Canada.

Qualitative Assessments

For each reporting unit on which we performed a qualitative assessment, we determined whether it was more likely than not that the carrying value of the reporting unit, including the recorded goodwill, was in excess of the fair value of the reporting unit. In any instance in which we are unable to qualitatively conclude that it is more likely than not that the fair value of the reporting unit exceeds the reporting unit carrying value including goodwill, a quantitative analysis of the fair value of the reporting unit would be performed.

38

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Based upon the outcome of our qualitative assessments, we determined that no quantitative analysis of the fair value of any of the reporting units we elected to qualitatively analyze was required, and we concluded that none of the goodwill allocated to any of those reporting units was impaired. No events have occurred since our assessment that would cause us to update this impairment testing.

Quantitative Assessments

For our two RJ Ltd. reporting units, we elected to perform a quantitative assessment of the equity value of each RJ Ltd. reporting unit that had an allocation of goodwill. In our determination of the reporting unit fair value of equity, we used a combination of the income approach and the market approach. Under the income approach, we used discounted cash flow models applied to each respective reporting unit. Under the market approach, we calculated an estimated fair value based on a combination of multiples of earnings of guideline companies in the brokerage and capital markets industry that are publicly traded on organized exchanges, and the book value of comparable transactions. The estimated fair value of the equity of the reporting unit resulting from each of these valuation approaches was dependent upon the estimates of future business unit revenues and costs. Such estimates were subject to critical assumptions regarding the nature and health of financial markets in future years, as well as the discount rate to apply to the projected future cash flows. In estimating future cash flows, a balance sheet as of December 31, 2017 and a statement of operations for the prior twelve months of activity for each reporting unit were compiled. Future balance sheets and statements of operations were then projected, and estimated future cash flows were determined by the combination of these projections. The cash flows were discounted at the reporting unit’s estimated cost of equity, which was derived through application of the capital asset pricing model. The valuation result from the market approach was dependent upon the selection of the comparable guideline companies and transactions and the earnings multiple applied to each respective reporting unit’s projected earnings. Finally, significant management judgment was applied in determining the weight assigned to the outcomes of the market approach and the income approach, which resulted in one single estimate of the fair value of the equity of the reporting unit.

The following summarizes certain key assumptions utilized in our quantitative analysis:
 
 
 
 
 
 
Key assumptions
 
 
 
 
 
 
 
 
 
 
Weight assigned to the outcome of:
Segment
 
Reporting unit
 
Goodwill as of December 31, 2017
(in thousands)
 
Discount rate used in the income approach
 
Multiple applied to revenue/EPS in the market approach
 
Income approach
 
Market approach
Private Client Group
 
RJ Ltd. Private Client Group
 
$
24,285

 
14.3
%
 
1.2x/13.8x
 
75
%
 
25
%
Capital Markets
 
RJ Ltd. Capital Markets
 
$
20,293

 
15.3
%
 
0.9x/14.2x
 
75
%
 
25
%

Based upon the outcome of our quantitative assessments, we concluded that none of the goodwill associated with our two RJ Ltd. reporting units was impaired. However, the assumptions and estimates utilized in determining the fair value of reporting unit equity, including future cash flow projections, are sensitive to changes including, but not limited to, overall market conditions, adverse business trends and changes in regulations. Should we fail to perform as we have projected, the fair value of our reporting unit, and as a result our goodwill, could be impaired.

No events have occurred since our quantitative assessments during the quarter ended March 31, 2018 that would cause us to update this impairment testing.


39

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Identifiable intangible assets, net

The following table sets forth our identifiable intangible asset balances by segment, net of accumulated amortization, and activity for the periods indicated:
$ in thousands
 
Private Client Group
 
Capital Markets
 
Asset Management
 
Total
Three months ended March 31, 2018
 
 
 
 
 
 
 
 
Net identifiable intangible assets as of beginning of period
 
$
45,521

 
$
22,308

 
$
103,735

 
$
171,564

Additions
 

 

 

 

Amortization expense
 
(1,496
)
 
(769
)
 
(1,268
)
 
(3,533
)
Foreign currency translation
 
(31
)
 

 
(124
)
 
(155
)
Net identifiable intangible assets as of end of period
 
$
43,994

 
$
21,539

 
$
102,343

 
$
167,876

 
 
 
 
 
 
 
 
 
Six months ended March 31, 2018
 
 
 
 
 
 
 
 
Net identifiable intangible assets as of beginning of period
 
$
47,026

 
$
23,077

 
$
12,357

 
$
82,460

Additions
 

 

 
92,290

 
92,290

Amortization expense
 
(2,992
)
 
(1,538
)
 
(2,139
)
 
(6,669
)
Foreign currency translation
 
(40
)
 

 
(165
)
 
(205
)
Net identifiable intangible assets as of end of period
 
$
43,994

 
$
21,539

 
$
102,343

 
$
167,876

 
 
 
 
 
 
 
 
 
Three months ended March 31, 2017
 
 
 
 
 
 
 
 
Net identifiable intangible assets as of beginning of period
 
$
51,371

 
$
26,334

 
$
13,471

 
$
91,176

Additions
 

 



 

Amortization expense
 
(1,494
)
 
(1,562
)
 
(500
)
 
(3,556
)
Foreign currency translation
 
24

 
5

 
53

 
82

Net identifiable intangible assets as of end of period
 
$
49,901

 
$
24,777

 
$
13,024

 
$
87,702

 
 
 
 
 
 
 
 
 
Six months ended March 31, 2017
 
 
 
 
 
 
 
 
Net identifiable intangible assets as of beginning of period
 
$
52,936

 
$
27,937

 
$
14,101

 
$
94,974

Additions
 

 



 

Amortization expense
 
(3,014
)
 
(3,127
)
 
(998
)
 
(7,139
)
Foreign currency translation
 
(21
)
 
(33
)
 
(79
)
 
(133
)
Net identifiable intangible assets as of end of period
 
$
49,901

 
$
24,777

 
$
13,024

 
$
87,702


The addition of intangible assets during the six months ended March 31, 2018 was attributable to the Scout Group acquisition.

The following table summarizes our acquired intangible asset balances by asset class:
 
 
Weighted average useful life
(in years)
 
Amount acquired
(in thousands)
Customer relationships
 
13
 
$
34,900

Trade name
 
20
 
3,590

Developed technology
 
10
 
1,800

Intangible assets subtotal
 
13
 
$
40,290

Non-amortizing customer relationships
 
Indefinite
 
52,000

Total intangible assets acquired
 
 
 
$
92,290


GAAP does not provide for the amortization of indefinite-lived intangible assets. Rather, these assets are subject to an evaluation of potential impairment on an annual basis to determine whether the estimated fair value is in excess of its carrying value, or more often if events or circumstances indicate there may be impairment. In the course of our evaluation of the potential impairment of such indefinite-lived asset, we may perform either a qualitative or a quantitative assessment.  If after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value is greater than its carrying amount, then performing a quantitative analysis is not required.  However, if we conclude otherwise, we then perform a quantitative impairment analysis.  We have elected January 1 as our annual impairment evaluation date, evaluating balances as of December 31. Based upon the outcome of our qualitative assessment during the three months ended March 31, 2018, we determined that no quantitative analysis of the fair value of our indefinite-lived intangible assets was required, and we concluded that there was no impairment. No events have occurred since our assessment that would cause us to update this impairment testing.

40

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The following summarizes our identifiable intangible assets by type:
 
 
March 31, 2018
 
September 30, 2017
$ in thousands
 
Gross carrying value
 
Accumulated amortization
 
Gross carrying value
 
Accumulated amortization
Customer relationships
 
$
133,495

 
$
(34,783
)
 
$
99,749

 
$
(31,098
)
Non-amortizing customer relationships
 
52,000

 

 

 

Trade name
 
11,759

 
(2,772
)
 
8,366

 
(2,076
)
Developed technology
 
3,430

 
(935
)
 
1,630

 
(706
)
Intellectual property
 
525

 
(153
)
 
542

 
(131
)
Non-compete agreements
 
2,902

 
(1,576
)
 
3,336

 
(1,551
)
Seller relationship agreements
 
5,300

 
(1,316
)
 
5,300

 
(901
)
Total
 
$
209,411

 
$
(41,535
)
 
$
118,923

 
$
(36,463
)


NOTE 11 – BANK DEPOSITS

Bank deposits include savings and money market accounts, certificates of deposit of RJ Bank, Negotiable Order of Withdrawal (“NOW”) accounts and demand deposits. The following table presents a summary of bank deposits including the weighted-average rate, the calculation of which was based on the actual deposit balances at each respective period.
 
 
March 31, 2018
 
September 30, 2017
$ in thousands
 
Balance
 
Weighted-average rate
 
Balance
 
Weighted-average rate
Savings and money market accounts
 
$
18,332,858

 
0.36
%
 
$
17,391,091

 
0.14
%
Certificates of deposit
 
363,888

 
1.72
%
 
314,685

 
1.60
%
NOW accounts
 
6,055

 
0.01
%
 
5,197

 
0.01
%
Demand deposits (non-interest-bearing)
 
9,102

 

 
21,389

 

Total bank deposits
 
$
18,711,903

 
0.39
%
 
$
17,732,362

 
0.17
%

Total bank deposits in the table above exclude affiliate deposits of $235 million at March 31, 2018 and $243 million at September 30, 2017. These affiliate deposits include $193 million at March 31, 2018 and $192 million at September 30, 2017, held in a deposit account at RJ Bank on behalf of RJF.

Savings and money market accounts in the table above consist primarily of deposits that are cash balances swept from the client investment accounts maintained at Raymond James & Associates, Inc. (“RJ&A”) to RJ Bank. These balances are held in Federal Deposit Insurance Corporation (“FDIC”) insured bank accounts through the Raymond James Bank Deposit Program (“RJBDP”). The aggregate amount of time deposit account balances that exceeded the FDIC insurance limit at March 31, 2018 was $25 million.

The following table sets forth the scheduled maturities of certificates of deposit:
 
 
March 31, 2018
 
September 30, 2017
$ in thousands
 
Denominations
greater than or
equal to $100,000
 
Denominations
less than $100,000
 
Denominations
greater than or
equal to $100,000
 
Denominations
less than $100,000
Three months or less
 
$
12,128

 
$
6,807

 
$
8,704

 
$
4,132

Over three through six months
 
36,168

 
14,173

 
4,692

 
3,894

Over six through twelve months
 
23,019

 
13,242

 
34,005

 
11,865

Over one through two years
 
45,344

 
25,968

 
38,713

 
20,019

Over two through three years
 
42,354

 
25,218

 
48,082

 
27,847

Over three through four years
 
17,440

 
12,103

 
21,819

 
12,761

Over four through five years
 
60,672

 
29,252

 
50,805

 
27,347

Total
 
$
237,125

 
$
126,763

 
$
206,820

 
$
107,865



41

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Interest expense on deposits, excluding interest expense related to affiliate deposits, is summarized as follows:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Savings, money market, and NOW accounts
 
$
10,835

 
$
2,398

 
$
17,072

 
$
4,046

Certificates of deposit
 
$
1,352

 
$
999

 
$
2,624

 
$
2,134

Total interest expense on deposits
 
$
12,187

 
$
3,397

 
$
19,696

 
$
6,180



NOTE 12 – OTHER BORROWINGS
 
The following table details the components of other borrowings:
$ in thousands
 
March 31, 2018
 
September 30, 2017
FHLB advances
 
$
875,000

 
$
875,000

Secured lines of credit
 

 
260,000

Unsecured lines of credit
 

 
350,000

Mortgage notes payable and other
 
26,588

 
29,012

Total other borrowings
 
$
901,588

 
$
1,514,012


Borrowings from the FHLB were comprised of both floating and fixed-rate advances. As of March 31, 2018 and September 30, 2017 the floating-rate advances, which mature in June 2019 and have interest rates which reset quarterly, totaled $850 million. We use interest rate swaps to manage the risk of increases in interest rates associated with these floating-rate advances by converting the balances subject to variable interest rates to a fixed interest rate. Refer to Note 6 for information regarding these interest rate swaps, which are accounted for as hedging instruments. The fixed-rate advance as of both March 31, 2018 and September 30, 2017, in the amount of $25 million, matures in October 2020 and bears interest at a fixed rate of 3.4%. All of the advances were secured by a blanket lien granted to the FHLB on our residential mortgage loan portfolio. The weighted average interest rates on these advances as of March 31, 2018 and September 30, 2017 were 2.34% and 1.41%, respectively.

Any borrowings on secured lines of credit were day-to-day and were generally utilized to finance certain fixed income securities. In addition, we have other collateralized financings included in “Securities sold under agreements to repurchase” on our Condensed Consolidated Statements of Financial Condition. See Note 7 for information regarding our collateralized financing arrangements.

RJF is a party to a revolving credit facility agreement (the “RJF Credit Facility”) with a maturity date of May 2022 in which the lenders are a number of financial institutions. This committed unsecured borrowing facility provides for maximum borrowings of up to $300 million at variable rates of interest. There were no borrowings outstanding on the RJF Credit Facility as of either March 31, 2018 or September 30, 2017. There is a variable rate commitment fee associated with the RJF Credit Facility, which varies depending upon RJF’s credit rating. Based upon RJF’s credit rating as of March 31, 2018 the variable rate commitment fee, which would apply to any difference between the daily borrowed amount and the committed amount, was 0.20% per annum.

The interest rates for all of our U.S. and Canadian secured and unsecured financing facilities are variable and are based on the Fed Funds rate, London Inter-bank Offered Rate (“LIBOR”), a lenders prime rate, or the Canadian prime rate, as applicable.

Mortgage notes payable pertain to mortgage loans on certain of our corporate headquarters offices located in St. Petersburg, Florida. These mortgage loans are secured by land, buildings, and improvements.  These mortgage loans bear interest at 5.7% with repayment terms of monthly interest and principal debt service and have a January 2023 maturity.


NOTE 13 – INCOME TAXES

For discussion of income tax accounting policies and other income tax related information, see Note 2 and Note 16 of our 2017 Form 10-K.

The income tax provision for interim periods is comprised of tax on ordinary income provided at the most recent estimated annual effective tax rate, adjusted for the tax effect of discrete items.  We estimate the annual effective tax rate quarterly based on the forecasted pretax results of our U.S. and non-U.S. operations. Items unrelated to current year ordinary income are recognized entirely in the period

42

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





identified as a discrete item of tax.  These discrete items generally relate to changes in tax laws, adjustments to the actual liability determined upon filing tax returns and adjustments to previously recorded reserves for uncertain tax positions.

The Tax Act

On December 22, 2017, the Tax Act was enacted, which significantly revised the U.S. corporate income tax system by, among other things, lowering corporate income tax rates from 35% to 21% and implementing a territorial tax system which includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. As the firm’s fiscal year end is September 30th, our U.S. federal statutory tax rate will be 24.5% for our fiscal year ended September 30, 2018, which reflects a blended federal statutory rate of 35% for our first fiscal quarter and 21% for the remaining three fiscal quarters.  This blended statutory rate is the basis for calculating our effective tax rate, which is also impacted by other factors.

In response to the enactment of the Tax Act, the SEC issued guidance, subsequently adopted by the FASB, which summarizes a three-step process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Tax Act. Further to (2) above, a registrant should record provisional amounts during a “measurement period” when the registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in tax law. The measurement period ends when a company has obtained, prepared, and analyzed the information necessary to finalize its accounting, not to exceed twelve months from the enactment date of the Tax Act. In accordance with the SEC guidance, our net income for the six months ended March 31, 2018 included an estimate of the discrete impact of the Tax Act of $117 million, primarily due to the remeasurement of U.S. deferred tax assets at the lower enacted corporate tax rate and, to a lesser extent, the transition tax on deemed repatriated earnings of foreign subsidiaries. This estimate incorporates assumptions made based on our current interpretation of the Tax Act and may change, possibly materially, as we complete our analysis and receive additional clarification and implementation guidance.

Reduction of U.S. federal corporate tax rate

We applied the SEC’s guidance in estimating the remeasurement of U.S. deferred tax assets at the lower enacted corporate tax rate, resulting in an estimated impact of $105 million. This calculation includes projections related to the timing of realization of deferred tax assets during the remainder of fiscal year 2018 and beyond. We will update our calculation throughout the year as more information becomes available. These estimates may change, possibly materially, as we obtain further information regarding the timing of realization of deferred tax assets.

Transition tax

We also applied the SEC’s guidance in estimating the transition tax, which we anticipate will be approximately $12 million, including the state tax liability associated with the deemed repatriation of foreign earnings. Our tax liability calculations include projected amounts of unremitted earnings for our foreign subsidiaries for the remainder of the fiscal year. We will update our calculations throughout the year as more information on our foreign subsidiaries’ earning and profits becomes available. These estimates incorporate assumptions made based on our current interpretation of the Tax Act and may change, possibly materially, as we complete our analysis and receive additional clarification and implementation guidance.  

Executive compensation limitation

We also applied the SEC’s guidance in accounting for the deferred tax assets potentially impacted by the Tax Act legislation. Effective for tax years beginning after December 31, 2017, the Tax Act eliminates the exception for performance-based compensation from the $1 million executive compensation deduction limitation. Our covered employees are paid a portion of performance-based compensation in the form of RSUs and stock awards which creates a deferred tax asset upon grant. The necessary information is not yet available to determine whether the deferred compensation previously granted will be deductible as a business expense as the legislation published to date is unclear on the effects to the deferred tax assets previously recorded. As such, we are unable to calculate a reasonable impact of this tax law change, thus in accordance with the SEC’s guidance, we did not include a provisional amount in our financial statements. We continue to apply accounting guidance based on the provisions of the tax laws that were in effect immediately prior to the Tax Act being enacted. We will report provisional amounts in the first reporting period in which a reasonable estimate can be determined.


43

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Indefinite reinvestment assertion

We are in the process of assessing the impact of the Tax Act on our current policy and related assertion of indefinitely reinvesting foreign earnings, as well as any such impact on our consolidated financial statements.  Accordingly, no adjustments were included in our Condensed Consolidated Financial Statements for the three and six months ended March 31, 2018 with respect to our indefinite reinvestment assertion.

Stranded tax effects in AOCI

During the quarter ended March 31, 2018, we adopted new accounting guidance that allows for a reclassification from AOCI to retained earnings for stranded tax effects resulting from the Tax Act. The reclassification is the remeasurement difference of U.S. deferred tax assets at the historical federal statutory tax rate of 35% and the new federal statutory tax rate of 21%. The amount reclassified from AOCI to retained earnings was insignificant for the three and six months ended March 31, 2018. See Notes 2 and 15 of this Form 10-Q for more information.

Effective tax rate

Our effective income tax rate was 26.7% for the three months ended March 31, 2018. Our effective income tax rate for the six months ended March 31, 2018 was 43.7% and included the estimated discrete impact of the Tax Act of $117 million, partially offset by a lower blended federal corporate statutory tax rate of 24.5%. The discrete impact of the Tax Act, including the ongoing remeasurement of deferred tax assets, increased our effective tax rate by 18.2 percentage points. The effective tax rate for fiscal year 2017 was 31.2%.

Uncertain tax positions

We anticipate that the uncertain tax position liability balance will not change significantly over the next twelve months.


NOTE 14 – COMMITMENTS, CONTINGENCIES AND GUARANTEES

Commitments and contingencies

Loan and underwriting commitments

In the normal course of business we enter into commitments for fixed income and equity underwritings. As of March 31, 2018, we had no open underwriting commitments.

As part of our recruiting efforts, we offer loans to prospective financial advisors and certain key revenue producers primarily for recruiting, transitional cost assistance, and retention purposes (see Note 2 of our 2017 Form 10-K for a discussion of our accounting policies governing these transactions). These commitments are contingent upon the occurrence of certain events, including, but not limited to, the individual joining us.  As of March 31, 2018, we had made commitments through the extension of formal offers totaling approximately $152 million that had not yet been funded; however, it is possible that not all of our offers will be accepted and therefore, we would not fund the total amount of the offers extended. As of March 31, 2018, $82 million of the total amount extended consisted of unfunded commitments to prospective financial advisors that had accepted our offers, or recently hired producers.

As of March 31, 2018, we had not settled purchases of $148 million of syndicated loans.  These loan purchases are expected to be settled within 90 days.

Commitments to extend credit and other credit-related financial instruments

RJ Bank has outstanding at any time a significant number of commitments to extend credit and other credit-related off-balance sheet financial instruments such as standby letters of credit and loan purchases, which then extend over varying periods of time. These arrangements are subject to strict underwriting assessments and each customer’s credit worthiness is evaluated on a case-by-case basis. Fixed-rate commitments are also subject to market risk resulting from fluctuations in interest rates and our exposure is limited to the replacement value of those commitments.


44

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The following table presents RJ Bank’s commitments to extend credit and other credit-related off-balance sheet financial instruments outstanding:
$ in thousands
 
March 31, 2018
 
September 30, 2017
Open-end consumer lines of credit (primarily SBL)
 
$
6,237,448

 
$
5,323,003

Commercial lines of credit
 
$
1,662,707

 
$
1,673,272

Unfunded loan commitments
 
$
535,241

 
$
386,950

Standby letters of credit
 
$
39,137

 
$
39,670


Because many of our lending commitments expire without being funded in whole or part, the contract amounts are not estimates of our actual future credit exposure or future liquidity requirements. We maintain a reserve to provide for potential losses related to the unfunded lending commitments. See Note 8 for further discussion of this reserve for unfunded lending commitments.

Investment commitments

A subsidiary of RJ Bank has committed $80 million as an investor member in a LIHTC fund in which a subsidiary of RJTCF is the managing member (see Note 2 of our 2017 Form 10-K for information regarding the accounting policies governing these investments). As of March 31, 2018, the RJ Bank subsidiary had invested $62 million of the committed amount.

We have unfunded commitments to various private equity investments, which aggregated to $35 million as of March 31, 2018. Of the total, we had unfunded commitments of $18 million to internally-sponsored private equity investments in which we control the general partner.

Acquisition-related commitments and contingencies

We have potential contingent payments related to our acquisitions of The Producer’s Choice LLC and Mummert & Company Corporate Finance GmbH. The estimated fair values of such contingent payments were included in our Condensed Consolidated Statements of Financial Condition as of March 31, 2018.

Other commitments
 
RJF has committed an amount of up to $225 million, subject to certain limitations and to annual re-approval by the RJF Board of Directors, to either lend to, or guarantee obligations of RJTCF in connection with RJTCF’s low-income housing development/rehabilitation and syndication activities. At March 31, 2018, RJTCF had $92 million outstanding against this commitment. RJTCF may borrow from RJF in order to make investments in, or fund loans or advances to, either partnerships that purchase and develop properties qualifying for tax credits (“project partnerships”) or LIHTC funds. Investments in project partnerships are sold to various LIHTC funds, which have third party investors, and for which RJTCF serves as the managing member or general partner. RJTCF typically sells investments in project partnerships to LIHTC funds within 90 days of their acquisition, and the proceeds from the sales are used to repay RJTCF’s borrowings from RJF. RJTCF may also make short-term loans or advances to project partnerships and LIHTC funds.

As a part of our fixed income public finance operations, we enter into forward commitments to purchase GNMA or FNMA MBS (see the discussion of these activities within Note 2 of our 2017 Form 10-K).  At March 31, 2018, we had $387 million principal amount of outstanding forward MBS purchase commitments which were expected to be purchased over the following 90 days.  In order to hedge the market interest rate risk to which we would otherwise be exposed between the date of the commitment and the date of sale of the MBS, we enter into to be announced (“TBA”) security contracts with investors for generic MBS at specific rates and prices to be delivered on settlement dates in the future.  These TBA securities and related purchased commitments are accounted for at fair value. As of March 31, 2018, the fair value of the TBA securities and the estimated fair value of the purchase commitments were insignificant.

Guarantees

Our U.S. broker-dealer subsidiaries are required by federal law to be members of the Securities Investors Protection Corporation (“SIPC”). The SIPC fund provides protection up to $500 thousand per client for securities and cash held in client accounts, including a limitation of $250 thousand on claims for cash balances. We have purchased excess SIPC coverage through various syndicates of Lloyd’s of London. For RJ&A, our clearing broker-dealer, the additional protection currently provided has an aggregate firm limit of $750 million for cash and securities, including a sub-limit of $1.9 million per client for cash above basic SIPC. Account protection applies when a SIPC member fails financially and is unable to meet obligations to clients. This coverage does not protect against

45

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





market fluctuations. RJF has provided an indemnity to Lloyd’s of London against any and all losses they may incur associated with the excess SIPC policies.

RJTCF issues certain guarantees to various third parties related to project partnerships whose interests have been sold to one or more of the funds in which RJTCF is the managing member or general partner. In some instances, RJTCF is not the primary guarantor of these obligations, which aggregated to $2 million as of March 31, 2018.

RJTCF has provided a guaranteed return on investment to a third-party investor in the Guaranteed LIHTC Fund and RJF has guaranteed RJTCF’s performance under the arrangement.  Under the terms of the performance guarantee, should the underlying LIHTC project partnerships held by the Guaranteed LIHTC Fund fail to deliver a certain amount of tax credits and other tax benefits to this investor over the next five years, RJTCF is obligated to pay the investor an amount that results in the investor achieving a minimum specified return on their investment.  A $16 million financing asset was included in “Other assets,” and a related $16 million liability was included in “Other payables” on our Condensed Consolidated Statements of Financial Condition as of March 31, 2018 related to this obligation. The maximum exposure to loss under this guarantee was $17 million at March 31, 2018, which represented the undiscounted future payments due the investor.

Legal and regulatory matter contingencies

In addition to the matters specifically described below, in the normal course of our business, we have been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with our activities as a diversified financial services institution.

RJF and certain of its subsidiaries are subject to regular reviews and inspections by regulatory authorities and self-regulatory organizations. Reviews can result in the imposition of sanctions for regulatory violations, ranging from non-monetary censures to fines and, in serious cases, temporary or permanent suspension from conducting business, or limitations on certain business activities. In addition, regulatory agencies and self-regulatory organizations institute investigations from time to time into industry practices, which can also result in the imposition of such sanctions.

We cannot predict if, how or when such proceedings or investigations will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be. A large number of factors may contribute to this inherent unpredictability: the proceeding is in its early stages; the damages sought are unspecified, unsupported or uncertain; it is unclear whether a case brought as a class action will be allowed to proceed on that basis; the other party is seeking relief other than or in addition to compensatory damages (including, in the case of regulatory and governmental proceedings, potential fines and penalties); the matters present significant legal uncertainties; we have not engaged in settlement discussions; discovery is not complete; there are significant facts in dispute; and numerous parties are named as defendants (including where it is uncertain how liability might be shared among defendants).

We contest liability and/or the amount of damages, as appropriate, in each pending matter. Over the last several years, the level of litigation and investigatory activity (both formal and informal) by government and self-regulatory agencies has increased significantly in the financial services industry. While we have identified below certain proceedings that we believe could be material, individually or collectively, there can be no assurance that material losses will not be incurred from claims that have not yet been asserted or are not yet determined to be material.

We may include in some of the descriptions of individual matters below certain quantitative information about the plaintiff’s claim against us as alleged in the plaintiff’s pleadings or other public filings. Although this information may provide insight into the potential magnitude of a matter, it does not represent our estimate of reasonably possible loss or our judgment as to any currently appropriate accrual related thereto.

Subject to the foregoing, we believe, after consultation with counsel and consideration of the accrued liability amounts included in the accompanying condensed consolidated financial statements, that the outcome of such litigation and regulatory proceedings will not have a material adverse effect on our consolidated financial condition. However, the outcome of such litigation and proceedings could be material to our operating results and cash flows for a particular future period, depending on, among other things, our revenues or income for such period.

With respect to legal and regulatory matters for which management has been able to estimate a range of reasonably possible loss (and excluding amounts subject to the below-described indemnification from Regions Financial Corporation (“Regions”)), as of March 31, 2018, we estimated the upper end of the range of reasonably possible aggregate loss to be approximately $75 million in excess of the aggregate reserves for such matters.  Refer to Note 2 of our 2017 Form 10-K for a discussion of our criteria for recognizing liabilities for contingencies.  

46

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Morgan Keegan Litigation

Indemnification from Regions

Under the agreement with Regions governing our 2012 acquisition of Morgan Keegan & Company, Inc., and MK Holding, Inc. and certain of its affiliates (collectively referred to as “Morgan Keegan”), Regions is obligated to indemnify us for losses we may incur in connection with any Morgan Keegan legal proceedings pending as of the closing date for that transaction, which was April 2, 2012, or commenced after the closing date but related to pre-closing matters that were received prior to April 2, 2015.

The Morgan Keegan matter described below is subject to such indemnification provisions. As of March 31, 2018, management estimated the range of potential liability of all Morgan Keegan matters subject to indemnification, including the cost of defense, to be from $12 million to $53 million. Any loss arising from such matters, after application of any contractual thresholds and other reductions, as set forth in the agreement, will be borne by Regions. As of March 31, 2018 our Condensed Consolidated Statements of Financial Condition included an indemnification asset of $25 million which was included in “Other assets,” and a liability for potential losses of $25 million which was included within “Other payables,” pertaining to the Morgan Keegan matters subject to indemnification. The amount included within “Other payables” is the amount within the range of potential liability related to such matters which management estimated was more likely than any other amount within such range.

Morgan Keegan matter (subject to indemnification)

In July 2006, Morgan Keegan & Company, Inc., a Morgan Keegan affiliate, and one of its former analysts were named as defendants in a lawsuit filed by Fairfax Financial Holdings Limited and an affiliate in the Superior Court of New Jersey, Law Division, in Morris County, New Jersey. Plaintiffs made claims under a civil RICO statute, for commercial disparagement, tortious interference with contractual relationships, tortious interference with prospective economic advantage and common law conspiracy. Plaintiffs alleged that defendants engaged in a multi-year conspiracy to publish and disseminate false and defamatory information about plaintiffs in order to improperly drive down the stock price of Fairfax, so that others could profit from short positions. Plaintiffs alleged that the defendants’ actions disparaged them and harmed their business relationships. Plaintiffs alleged various categories of damages, including lost insurance business, losses on stock and bond offerings, reputational loss, increased audit fees and directors’ and officers’ insurance premiums, and lost acquisitions. They requested actual and punitive damages and treble damages under their RICO claims. On May 11, 2012, the trial court dismissed the plaintiffs’ RICO claims. On June 27, 2012, the trial court dismissed plaintiffs’ tortious interference with prospective relations claim, but allowed the other claims to go forward. Prior to commencement of a jury trial, the court dismissed the remaining claims with prejudice, and the plaintiffs appealed. On April 27, 2017, the Superior Court of New Jersey, Appellate Division, affirmed the trial court’s dismissal of certain claims against Morgan Keegan, including RICO allegations, while remanding to the trial court the claims of disparagement, tortious interference with prospective business relations, and civil conspiracy, and limiting the actual damages to certain lost insurance business. Plaintiffs petitioned the Supreme Court of New Jersey for review of the Appellate Division’s opinion, but on October 17, 2017, the Supreme Court of New Jersey denied the petition. Trial of the matter is currently set to begin in June 2018.


NOTE 15 – ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

During the current period, we adopted new accounting guidance to allow a reclassification from AOCI to retained earnings for stranded tax effects resulting from the Tax Act. See Notes 2 and 13 for additional information. Our policy is to release tax effects remaining in AOCI on an individual security basis.

Other comprehensive income/(loss)

The activity in other comprehensive income/(loss), net of the respective tax effect, was as follows:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Net change in unrealized gain/(loss) on available-for-sale securities and non-credit portion of other-than-temporary impairment losses
 
$
(16,627
)
 
$
1,952

 
$
(28,580
)
 
$
(2,194
)
Net change in unrealized gain/(loss) on currency translations, net of the impact of net investment hedges
 
(2,035
)
 
2,223

 
(2,222
)
 
3,224

Net change in unrealized gain on cash flow hedges
 
16,593

 
1,531

 
23,478

 
27,269

Net other comprehensive income/(loss)
 
$
(2,069
)
 
$
5,706

 
$
(7,324
)
 
$
28,299



47

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Accumulated other comprehensive income/(loss)

All of the components of other comprehensive income/(loss) described below, net of tax, are attributable to RJF. The following table presents the changes, and the related tax effects, of each component of accumulated other comprehensive income/(loss):
$ in thousands
 
Net investment hedges
 
Currency translations
 
Subtotal: net investment hedges and currency translations
 
Available- for-sale securities
 
Cash flow hedges
 
Total
Three months ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income/(loss) as of the beginning of the period
 
$
65,774

 
$
(85,437
)
 
$
(19,663
)
 
$
(14,425
)
 
$
13,634

 
$
(20,454
)
Other comprehensive income/(loss) before reclassifications and taxes
 
25,840

 
(20,999
)
 
4,841

 
(24,136
)
 
22,600

 
3,305

Amounts reclassified from accumulated other comprehensive income, before tax
 

 

 

 

 
606

 
606

Pre-tax net other comprehensive income/(loss)
 
25,840

 
(20,999
)
 
4,841

 
(24,136
)
 
23,206

 
3,911

Income tax effect
 
(6,929
)
 

 
(6,929
)
 
9,441

 
(8,850
)
 
(6,338
)
Reclassification of tax effects related to the Tax Act
 
53

 

 
53

 
(1,932
)
 
2,237

 
358

Net other comprehensive income/(loss) for the period, net of tax
 
18,964

 
(20,999
)
 
(2,035
)
 
(16,627
)
 
16,593

 
(2,069
)
Accumulated other comprehensive income/(loss) as of end of period
 
$
84,738

 
$
(106,436
)
 
$
(21,698
)
 
$
(31,052
)
 
$
30,227

 
$
(22,523
)
Six months ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income/(loss) as of the beginning of the period
 
$
60,201

 
$
(79,677
)
 
$
(19,476
)
 
$
(2,472
)
 
$
6,749

 
$
(15,199
)
Other comprehensive income/(loss) before reclassifications and taxes
 
33,447

 
(26,759
)
 
6,688

 
(39,685
)
 
29,374

 
(3,623
)
Amounts reclassified from accumulated other comprehensive income/(loss), before tax
 

 

 

 

 
2,015

 
2,015

Pre-tax net other comprehensive income/(loss)
 
33,447

 
(26,759
)
 
6,688

 
(39,685
)
 
31,389

 
(1,608
)
Income tax effect
 
(8,963
)
 

 
(8,963
)
 
13,037

 
(10,148
)
 
(6,074
)
Reclassification of tax effects related to the Tax Act
 
53

 

 
53

 
(1,932
)
 
2,237

 
358

Net other comprehensive income/(loss) for the period, net of tax
 
24,537

 
(26,759
)
 
(2,222
)
 
(28,580
)
 
23,478

 
(7,324
)
Accumulated other comprehensive income/(loss) as of end of period
 
$
84,738

 
$
(106,436
)
 
$
(21,698
)
 
$
(31,052
)
 
$
30,227

 
$
(22,523
)
Three months ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income/(loss) as of the beginning of the period
 
$
97,808

 
$
(131,901
)
 
$
(34,093
)
 
$
(8,302
)
 
$
9,255

 
$
(33,140
)
Other comprehensive income/(loss) before reclassifications and taxes
 
(7,253
)
 
7,151

 
(102
)
 
3,055

 
970

 
3,923

Amounts reclassified from accumulated other comprehensive income/(loss), before tax
 

 

 

 
94

 
1,498

 
1,592

Pre-tax net other comprehensive income/(loss)
 
(7,253
)
 
7,151

 
(102
)
 
3,149

 
2,468

 
5,515

Income tax effect
 
2,714

 
(389
)
 
2,325

 
(1,197
)
 
(937
)
 
191

Net other comprehensive income/(loss) for the period, net of tax
 
(4,539
)
 
6,762

 
2,223

 
1,952

 
1,531

 
5,706

Accumulated other comprehensive income/(loss) as of end of period
 
$
93,269

 
$
(125,139
)
 
$
(31,870
)
 
$
(6,350
)
 
$
10,786

 
$
(27,434
)
Six months ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income/(loss) as of the beginning of the period
 
$
86,482

 
$
(121,576
)
 
$
(35,094
)
 
$
(4,156
)
 
$
(16,483
)
 
$
(55,733
)
Other comprehensive income/(loss) before reclassifications and taxes
 
10,845

 
(10,605
)
 
240

 
(3,803
)
 
40,911

 
37,348

Amounts reclassified from accumulated other comprehensive income/(loss), before tax
 

 
6,537

 
6,537

 
82

 
3,070

 
9,689

Pre-tax net other comprehensive income/(loss)
 
10,845

 
(4,068
)
 
6,777

 
(3,721
)
 
43,981

 
47,037

Income tax effect
 
(4,058
)
 
505

 
(3,553
)
 
1,527

 
(16,712
)
 
(18,738
)
Net other comprehensive income/(loss) for the period, net of tax
 
6,787

 
(3,563
)
 
3,224

 
(2,194
)
 
27,269

 
28,299

Accumulated other comprehensive income/(loss) as of end of period
 
$
93,269

 
$
(125,139
)
 
$
(31,870
)
 
$
(6,350
)
 
$
10,786

 
$
(27,434
)

Our net investment hedges and cash flow hedges relate to our derivatives associated with RJ Bank’s business operations (see Note 6 for additional information on these derivatives).
 

48

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





Reclassifications out of accumulated other comprehensive income/(loss)

The following table presents the income statement line items impacted by reclassifications out of accumulated other comprehensive income/(loss), and the related tax effects:
Accumulated other comprehensive income/(loss) components:
$ in thousands
 
Increase/(decrease) in amounts reclassified from accumulated other comprehensive income/(loss)
 
Affected line items in income statement
Three months ended March 31, 2018
 
 
 
 
RJ Bank cash flow hedges
 
$
606

 
Interest expense
Total before tax
 
606

 
 
Income tax effect
 
(173
)
 
Provision for income taxes
Total reclassifications for the period
 
$
433

 
Net of tax
Six months ended March 31, 2018
 
 
 
 
RJ Bank cash flow hedges
 
$
2,015

 
Interest expense
Total before tax
 
2,015

 

Income tax effect
 
(575
)
 
Provision for income taxes
Total reclassifications for the period
 
$
1,440

 
Net of tax
Three months ended March 31, 2017
RJ Bank available-for-sale securities
 
$
94

 
Other revenue
RJ Bank cash flow hedges
 
1,498

 
Interest expense
Total before tax
 
1,592

 
 
Income tax effect
 
(605
)
 
Provision for income taxes
Total reclassifications for the period
 
$
987

 
Net of tax
Six months ended March 31, 2017
 
 
 
 
RJ Bank available-for-sale securities
 
$
82

 
Other revenue
RJ Bank cash flow hedges
 
3,070

 
Interest expense
Currency translations
 
6,537

 
Other expense
Total before tax
 
9,689

 
 
Income tax effect
 
(3,681
)
 
Provision for income taxes
Total reclassifications for the period
 
$
6,008

 
Net of tax

During the six months ended March 31, 2017, we sold our interests in a number of Latin American joint ventures which had operations in Uruguay and Argentina. As a component of our computation of the gain or loss resulting from such sales, we recognized the sold entities’ cumulative currency translation balances which, prior to such reclassification, had been a component of the accumulated other comprehensive loss.



49

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





NOTE 16 – INTEREST INCOME AND INTEREST EXPENSE

The components of interest income and interest expense were as follows:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Interest income:
 
 
 
 
 
 
 
 
Margin loans
 
$
24,886

 
$
20,312

 
$
48,981

 
$
40,293

Assets segregated pursuant to regulations and other segregated assets
 
13,942

 
8,988

 
26,064

 
16,158

Bank loans, net of unearned income
 
172,524

 
137,786

 
332,544

 
273,311

Available-for-sale securities
 
12,492

 
5,675

 
23,207

 
9,075

Trading instruments
 
5,333

 
5,391

 
10,471

 
10,397

Securities loaned
 
3,391

 
3,914

 
6,449

 
6,646

Loans to financial advisors
 
3,460

 
3,269

 
6,962

 
6,577

Corporate cash and all other
 
12,818

 
7,209

 
25,897

 
12,869

Total interest income
 
$
248,846

 
$
192,544

 
$
480,575

 
$
375,326

Interest expense:
 
 

 
 

 
 
 
 
Brokerage client payables
 
$
3,224

 
$
852

 
$
5,753

 
$
1,528

Bank deposits
 
12,187

 
3,397

 
19,696

 
6,180

Trading instruments sold but not yet purchased
 
1,620

 
1,460

 
3,326

 
2,788

Securities borrowed
 
1,693

 
1,944

 
3,172

 
3,172

Other borrowings
 
5,422

 
3,908

 
11,287

 
7,627

Senior notes payable
 
18,180

 
23,665

 
36,360

 
48,364

Other
 
2,276

 
1,451

 
4,439

 
2,984

Total interest expense
 
44,602

 
36,677

 
84,033

 
72,643

Net interest income
 
204,244

 
155,867

 
396,542

 
302,683

Bank loan loss provision
 
(7,549
)
 
(7,928
)
 
(8,565
)
 
(6,888
)
Net interest income after bank loan loss provision
 
$
196,695

 
$
147,939

 
$
387,977

 
$
295,795


Interest expense related to bank deposits in the above table for the three and six months ended March 31, 2018 and 2017 excludes interest expense associated with affiliate deposits, which has been eliminated in consolidation.


NOTE 17 – SHARE-BASED AND OTHER COMPENSATION

Share-based compensation plans

We have one share-based compensation plan for our employees, Board of Directors and non-employees (comprised of independent contractor financial advisors). The Amended and Restated 2012 Stock Incentive Plan (the “2012 Plan”) authorizes us to grant 40,244,000 new shares, including the shares available for grant under six predecessor plans. We generally issue new shares under the 2012 Plan; however, we are also permitted to reissue our treasury shares. Our share-based compensation accounting policies are described in Note 2 of our 2017 Form 10-K.  Other information related to our share-based awards are presented in Note 20 of our 2017 Form 10-K.  

Stock options

Expense and income tax benefits related to our stock option awards granted to employees and independent contractor financial advisors is presented below:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Total share-based expense
 
$
2,036

 
$
3,196

 
$
5,148

 
$
7,372

Income tax benefit related to share-based expense
 
157

 
426

 
464

 
971


For the six months ended March 31, 2018, we realized $1 million of excess tax benefits related to our stock option awards which favorably impacted income tax expense in our Condensed Consolidated Statements of Income and Comprehensive Income.


50

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





During the three and six months ended March 31, 2018, we granted no stock options to employees and the stock option awards granted to independent contractor financial advisors were not material.
 
The following table presents pre-tax compensation costs not yet recognized for stock option awards granted to employees and independent contractor financial advisors, net of estimated forfeitures, and the remaining period over which the expense will be recognized as of March 31, 2018:
 
 
Pre-tax compensation costs not yet recognized
 
Remaining weighted-average amortization period
 
 
(in thousands)
 
(in years)
Employees
 
$
10,854

 
2.2
Independent contractor financial advisors
 
4,077

 
3.4

Restricted stock and RSU awards

The following table presents expense and income tax benefits related to our restricted equity awards granted to employees and members of our Board of Directors for the periods indicated:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Total share-based expense
 
$
20,490

 
$
18,415

 
$
50,967

 
$
46,100

Income tax benefit related to share-based expense
 
5,432

 
5,640

 
13,522

 
15,689


Total share-based expense during the six months ended March 31, 2017 included $5 million, which was included as a component of “Acquisition-related expenses” on our Condensed Consolidated Statements of Income and Comprehensive Income.

For the six months ended March 31, 2018, we realized $9 million of excess tax benefits related to our restricted equity awards which favorably impacted income tax expense in our Condensed Consolidated Statements of Income and Comprehensive Income.

During the three and six months ended March 31, 2018, we granted 71,000 and 1,160,000 RSUs, respectively, to employees and outside members of our Board of Directors with a weighted-average grant-date fair value of $90.58 and $86.75, respectively.

As of March 31, 2018, there was $169 million of total pre-tax compensation costs not yet recognized, net of estimated forfeitures, related to restricted equity awards granted to employees and members of our Board of Directors. These costs are expected to be recognized over a weighted-average period of 3.2 years.

There were no outstanding RSUs related to our independent contractor financial advisors as of March 31, 2018.

RSU awards associated with Alex. Brown

As part of our acquisition of Alex. Brown, we assumed certain DBRSU awards, including the associated plan terms and conditions. Refer to Note 20 of our 2017 Form 10-K for additional information regarding these awards. The DBRSUs are accounted for as derivatives. See Note 6 for additional information regarding these derivatives.

The net impact of the DBRSUs in our Condensed Consolidated Statements of Income and Comprehensive Income, including the related income tax effects, is presented below:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Amortization of DBRSU prepaid compensation asset
 
$
1,080

 
$
1,238

 
$
2,392

 
$
2,778

Increase/(decrease) in fair value of derivative liability
 
(7,278
)
 
(1,477
)
 
(4,665
)
 
7,852

Net expense/(gain) before tax
 
$
(6,198
)
 
$
(239
)

$
(2,273
)

$
10,630

Income tax benefit
 
$
(2,142
)
 
$
1,028

 
$
(1,038
)
 
$
3,948


The table above includes the impact of DBRSUs forfeited during the periods indicated.

As of March 31, 2018, there was a $7 million prepaid compensation asset included in “Other assets” in our Condensed Consolidated Statements of Financial Condition related to these DBRSUs. This asset is expected to be amortized over a weighted-average period

51

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





of 1.6 years. As of March 31, 2018, there was a $19 million derivative liability included in “Accrued compensation, commissions and benefits” in our Condensed Consolidated Statements of Financial Condition based on the March 31, 2018 share price of DB shares of $13.98.
We held shares of DB as of March 31, 2018 as an economic hedge against this obligation. Such shares are included in “Other investments” on our Condensed Consolidated Statements of Financial Condition. The gains/losses on this hedge are included as a component of “Compensation, commissions and benefits expense” and offset a portion of the gains/losses on the DBRSUs.


NOTE 18 – REGULATORY CAPITAL REQUIREMENTS

RJF, as a bank holding company and financial holding company, RJ Bank, and our broker-dealer subsidiaries are subject to capital requirements by various regulatory authorities. Capital levels of each entity are monitored to ensure compliance with our various regulatory capital requirements.  Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial results.

As a bank holding company, RJF is subject to the risk-based capital requirements of the Federal Reserve Board. These risk-based capital requirements are expressed as capital ratios that compare measures of regulatory capital to risk-weighted assets, which involve quantitative measures of our assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting guidelines. RJF’s and RJ Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors.

In July 2013, the Office of the Comptroller of the Currency (“OCC”), the Fed and the FDIC released final U.S. rules implementing the Basel III capital framework developed by the Basel Committee on Banking Supervision and certain Dodd-Frank Act and other capital provisions and updated the prompt corrective action framework to reflect the new regulatory capital minimums (the “U.S. Basel III Rules”). RJF and RJ Bank report regulatory capital under the Basel III standardized approach.

RJF and RJ Bank are required to maintain minimum amounts and ratios of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), Tier 1 capital to average assets (as defined), and under rules defined in Basel III, Common equity Tier 1 capital (“CET1”) to risk-weighted assets. RJF and RJ Bank each calculate these ratios in order to assess compliance with both regulatory requirements and their internal capital policies.  The minimum CET1, Tier 1 Capital, and Total Capital ratios of RJF and RJ Bank are supplemented by an incremental capital conservation buffer, consisting entirely of capital that qualifies as CET1, that began phasing in on January 1, 2016 in increments of 0.625% per year until it reaches 2.5% of risk weighted assets on January 1, 2019. Failure to maintain the capital conservation buffer could limit our ability to take certain capital actions, including dividends and common equity repurchases, and to make discretionary bonus payments.  As of March 31, 2018, both RJF’s and RJ Bank’s capital levels exceeded the fully-phased in capital conservation buffer requirement, and are each categorized as “well capitalized.”

For further discussion of regulatory capital requirements applicable to certain of our businesses and subsidiaries, see Note 21 of our 2017 Form 10-K.

To meet requirements for capital adequacy purposes or to be categorized as “well capitalized,” RJF must maintain minimum CET1, Tier 1 capital, Total capital and Tier 1 leverage amounts and ratios as set forth in the table below.
 
 
Actual
 
Requirement for capital
adequacy purposes
 
To be well capitalized under regulatory provisions
$ in thousands
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
RJF as of March 31, 2018:
 
 
 
 
 
 
 
 
 
 
 
 
CET1
 
$
5,273,020

 
23.3
%
 
$
1,018,681

 
4.5
%
 
$
1,471,428

 
6.5
%
Tier 1 capital
 
$
5,273,020

 
23.3
%
 
$
1,358,241

 
6.0
%
 
$
1,810,988

 
8.0
%
Total capital
 
$
5,489,436

 
24.3
%
 
$
1,810,988

 
8.0
%
 
$
2,263,735

 
10.0
%
Tier 1 leverage
 
$
5,273,020

 
15.0
%
 
$
1,408,251

 
4.0
%
 
$
1,760,314

 
5.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
RJF as of September 30, 2017:
 
 
 
 
 
 
 
 
 
 
 
 
CET1
 
$
5,081,335

 
23.0
%
 
$
994,950

 
4.5
%
 
$
1,437,150

 
6.5
%
Tier 1 capital
 
$
5,081,335

 
23.0
%
 
$
1,326,600

 
6.0
%
 
$
1,768,800

 
8.0
%
Total capital
 
$
5,293,331

 
23.9
%
 
$
1,768,800

 
8.0
%
 
$
2,211,000

 
10.0
%
Tier 1 leverage
 
$
5,081,335

 
15.0
%
 
$
1,359,168

 
4.0
%
 
$
1,698,960

 
5.0
%

52

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The increase in RJF’s Tier 1 capital and Total capital ratios at March 31, 2018 compared to September 30, 2017 was primarily the result of positive earnings during the six months ended March 31, 2018, offset by an increase in goodwill and identifiable intangible assets related to the Scout Group acquisition and the growth of the corporate loan portfolio at RJ Bank.

To meet the requirements for capital adequacy or to be categorized as “well capitalized,” RJ Bank must maintain CET1, Tier 1 capital, Total capital and Tier 1 leverage amounts and ratios as set forth in the table below.
 
 
Actual
 
Requirement for capital
adequacy purposes
 
To be well capitalized under regulatory provisions
$ in thousands
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
RJ Bank as of March 31, 2018:
 
 
 
 
 
 
 
 
 
 
 
 
CET1
 
$
1,916,577

 
12.5
%
 
$
690,000

 
4.5
%
 
$
996,667

 
6.5
%
Tier 1 capital
 
$
1,916,577

 
12.5
%
 
$
920,000

 
6.0
%
 
$
1,226,667

 
8.0
%
Total capital
 
$
2,108,406

 
13.8
%
 
$
1,226,667

 
8.0
%
 
$
1,533,333

 
10.0
%
Tier 1 leverage
 
$
1,916,577

 
8.8
%
 
$
875,217

 
4.0
%
 
$
1,094,022

 
5.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
RJ Bank as of September 30, 2017:
 
 

 
 

 
 

 
 

 
 

 
 

CET1
 
$
1,821,306

 
12.5
%
 
$
654,901

 
4.5
%
 
$
945,968

 
6.5
%
Tier 1 capital
 
$
1,821,306

 
12.5
%
 
$
873,201

 
6.0
%
 
$
1,164,268

 
8.0
%
Total capital
 
$
2,003,461

 
13.8
%
 
$
1,164,268

 
8.0
%
 
$
1,455,335

 
10.0
%
Tier 1 leverage
 
$
1,821,306

 
8.9
%
 
$
816,304

 
4.0
%
 
$
1,020,379

 
5.0
%

RJ Bank’s Tier 1 and Total capital ratios at March 31, 2018 were flat compared to September 30, 2017 as the growth in earnings at RJ Bank was offset by the growth of the corporate loan portfolio.

Certain of our broker-dealer subsidiaries are subject to the requirements of the Uniform Net Capital Rule (Rule 15c3-1) under the Securities Exchange Act of 1934.

The following table presents the net capital position of RJ&A:
 
 
As of
$ in thousands
 
March 31, 2018
 
September 30, 2017
Raymond James & Associates, Inc.:
 
 
 
 
(Alternative Method elected)
 
 
 
 
Net capital as a percent of aggregate debit items
 
26.79
%
 
21.37
%
Net capital
 
$
769,672

 
$
589,420

Less: required net capital
 
(57,459
)
 
(55,164
)
Excess net capital
 
$
712,213

 
$
534,256


The following table presents the net capital position of Raymond James Financial Services, Inc. (“RJFS”):
 
 
As of
$ in thousands
 
March 31, 2018
 
September 30, 2017
Raymond James Financial Services, Inc.:
 
 
 
 
(Alternative Method elected)
 
 
 
 
Net capital
 
$
38,796

 
$
34,488

Less: required net capital
 
(250
)
 
(250
)
Excess net capital
 
$
38,546

 
$
34,238


The following table presents the risk adjusted capital of RJ Ltd. (in Canadian dollars):
 
 
As of
$ in thousands
 
March 31, 2018
 
September 30, 2017
Raymond James Ltd.:
 
 
 
 
Risk adjusted capital before minimum
 
$
85,059

 
$
108,985

Less: required minimum capital
 
(250
)
 
(250
)
Risk adjusted capital
 
$
84,809

 
$
108,735



53

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





At March 31, 2018, all of our other active regulated domestic and international subsidiaries were in compliance with and met all applicable capital requirements.


NOTE 19 – EARNINGS PER SHARE

The following table presents the computation of basic and diluted earnings per common share:
 
 
Three months ended March 31,
 
Six months ended March 31,
in thousands, except per share amounts
 
2018
 
2017
 
2018
 
2017
Income for basic earnings per common share:
 
 
 
 
 
 
 
 
Net income attributable to RJF
 
$
242,847

 
$
112,755

 
$
361,689

 
$
259,322

Less allocation of earnings and dividends to participating securities
 
(440
)
 
(262
)
 
(614
)
 
(576
)
Net income attributable to RJF common shareholders
 
$
242,407

 
$
112,493

 
$
361,075

 
$
258,746

Income for diluted earnings per common share:
 
 

 
 

 
 
 
 
Net income attributable to RJF
 
$
242,847

 
$
112,755

 
$
361,689

 
$
259,322

Less allocation of earnings and dividends to participating securities
 
(431
)
 
(258
)
 
(602
)
 
(566
)
Net income attributable to RJF common shareholders
 
$
242,416

 
$
112,497

 
$
361,087

 
$
258,756

Common shares:
 
 

 
 

 
 
 
 
Average common shares in basic computation
 
145,385

 
143,367

 
144,920

 
142,732

Dilutive effect of outstanding stock options and certain RSUs
 
3,652

 
3,412

 
3,610

 
3,387

Average common shares used in diluted computation
 
149,037

 
146,779

 
148,530

 
146,119

Earnings per common share:
 
 

 
 

 
 
 
 
Basic
 
$
1.67

 
$
0.78

 
$
2.49

 
$
1.81

Diluted
 
$
1.63

 
$
0.77

 
$
2.43

 
$
1.77

Stock options and certain RSUs excluded from weighted-average diluted common shares because their effect would be antidilutive
 
303

 
408

 
1,159

 
1,652


The allocation of earnings and dividends to participating securities in the table above represent dividends paid during the period to participating securities plus an allocation of undistributed earnings to participating securities. Participating securities represent unvested restricted stock and certain RSUs and amounted to weighted-average shares of 268 thousand and 342 thousand for the three months ended March 31, 2018 and 2017, respectively. Participating securities for the six months ended March 31, 2018 and 2017 amounted to weighted-average shares of 253 thousand and 326 thousand, respectively.  Dividends paid to participating securities were insignificant for the three and six months ended March 31, 2018 and 2017.  Undistributed earnings are allocated to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.

Dividends per common share declared and paid were as follows:
 
Three months ended March 31,
 
Six months ended March 31,
 
2018
 
2017
 
2018
 
2017
Dividends per common share - declared
$
0.25

 
$
0.22

 
$
0.50

 
$
0.44

Dividends per common share - paid
$
0.25

 
$
0.22

 
$
0.47

 
$
0.42



NOTE 20 – SEGMENT INFORMATION

We currently operate through the following five business segments: Private Client Group (“PCG”); Capital Markets; Asset Management; RJ Bank; and Other.

The business segments are determined based upon factors such as the services provided and the distribution channels served and are consistent with how we assess performance and determine how to allocate our resources throughout our subsidiaries. For a further discussion of our business segments, see Note 24 of our 2017 Form 10-K.


54

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





The following tables present information concerning operations in these segments of business:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
 
Private Client Group
 
$
1,277,903

 
$
1,088,561

 
$
2,515,943

 
$
2,131,877

Capital Markets
 
236,615

 
260,480

 
459,149

 
497,462

Asset Management
 
163,196

 
116,520

 
313,807

 
230,616

RJ Bank
 
196,430

 
148,697

 
374,571

 
293,214

Other
 
20,679

 
16,009

 
37,062

 
31,468

Intersegment eliminations
 
(37,589
)
 
(29,953
)
 
(77,706
)
 
(55,555
)
Total revenues
 
$
1,857,234

 
$
1,600,314

 
$
3,622,826

 
$
3,129,082

Income/(loss) excluding noncontrolling interests and before provision for income taxes:
Private Client Group
 
$
157,586

 
$
29,372

 
$
312,649

 
$
102,730

Capital Markets
 
16,203

 
41,251

 
21,010

 
62,695

Asset Management
 
55,866

 
37,797

 
113,265

 
79,706

RJ Bank
 
118,086

 
91,911

 
232,241

 
196,032

Other
 
(16,370
)
 
(34,818
)
 
(36,551
)
 
(69,271
)
Pre-tax income excluding noncontrolling interests
 
331,371

 
165,513

 
642,614

 
371,892

Net income/(loss) attributable to noncontrolling interests
 
(282
)
 
(4,210
)
 
159

 
(3,074
)
Income including noncontrolling interests and before provision for income taxes
 
$
331,089

 
$
161,303

 
$
642,773

 
$
368,818


No individual client accounted for more than ten percent of total revenues in any of the periods presented.
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Net interest income/(expense):
 
 
 
 
 
 
 
 
Private Client Group
 
$
40,431

 
$
33,671

 
$
78,918

 
$
64,058

Capital Markets
 
1,586

 
2,166

 
3,042

 
4,674

Asset Management
 
411

 
72

 
741

 
135

RJ Bank
 
172,123

 
138,511

 
335,162

 
272,783

Other
 
(10,307
)
 
(18,553
)
 
(21,321
)
 
(38,967
)
Net interest income
 
$
204,244

 
$
155,867

 
$
396,542

 
$
302,683


The following table presents our total assets on a segment basis:
$ in thousands
 
March 31, 2018
 
September 30, 2017
Total assets:
 
 
 
 
Private Client Group
 
$
9,754,969

 
$
9,967,320

Capital Markets
 
2,637,822

 
2,396,033

Asset Management
 
358,203

 
151,111

RJ Bank
 
21,699,132

 
20,611,898

Other
 
1,580,745

 
1,757,094

Total
 
$
36,030,871

 
$
34,883,456


Total assets in the PCG segment included $276 million and $277 million of goodwill as of March 31, 2018 and September 30, 2017, respectively. Total assets in the Capital Markets segment included $134 million of goodwill at both March 31, 2018 and September 30, 2017. Total assets in the Asset Management segment included $69 million of goodwill as of March 31, 2018 which was entirely attributable to our fiscal year 2018 acquisition of the Scout Group.


55

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)





We have operations in the U.S., Canada and Europe. Substantially all long-lived assets are located in the U.S.  Revenues and income before provision for income taxes and excluding noncontrolling interests, classified by major geographic areas in which they were earned, were as follows:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
 
U.S.
 
$
1,711,177

 
$
1,478,278

 
$
3,344,199

 
$
2,894,559

Canada
 
109,394

 
92,186

 
208,680

 
177,031

Europe
 
36,663

 
30,256

 
69,947

 
53,226

Other
 

 
(406
)
 

 
4,266

Total
 
$
1,857,234

 
$
1,600,314

 
$
3,622,826

 
$
3,129,082

 
 
 
 
 
 
 
 
 
Pre-tax income/(loss) excluding noncontrolling interests:
 
 
 
 

 
 
 
 
U.S.
 
$
316,164

 
$
156,605

 
$
621,453

 
$
370,810

Canada
 
14,443

 
6,362

 
23,108

 
4,825

Europe
 
764

 
2,101

 
(1,947
)
 
(587
)
Other
 

 
445

 

 
(3,156
)
Total
 
$
331,371

 
$
165,513

 
$
642,614

 
$
371,892


The following table presents our total assets classified by major geographic area in which they were held:
$ in thousands
 
March 31, 2018
 
September 30, 2017
Total assets:
 
 
 
 
U.S.
 
$
33,117,577

 
$
32,200,852

Canada
 
2,825,921

 
2,592,480

Europe
 
78,610

 
81,090

Other
 
8,763

 
9,034

Total
 
$
36,030,871

 
$
34,883,456


Total assets in the U.S. included $425 million and $356 million of goodwill at March 31, 2018 and September 30, 2017, respectively. Total assets in Canada included $44 million and $45 million of goodwill at March 31, 2018 and September 30, 2017, respectively. Total assets in Europe included $10 million of goodwill at both March 31, 2018 and September 30, 2017.

56

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INDEX
 
 
PAGE
Introduction
Factors affecting “forward-looking statements”
Executive overview
Segments
Reconciliation of GAAP measures to non-GAAP measures
Net interest analysis
Results of Operations
 
Private Client Group
Capital Markets
Asset Management
RJ Bank
Other
Certain statistical disclosures by bank holding companies
Liquidity and capital resources
Sources of liquidity
Statement of financial condition analysis
Contractual obligations
Regulatory
Critical accounting estimates
Recent accounting developments
Off-Balance sheet arrangements
Effects of inflation
Risk management



57

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Introduction

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of our operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and accompanying notes to condensed consolidated financial statements. Where “NM” is used in various percentage change computations, the computed percentage change has been determined to be not meaningful.

Factors affecting “forward-looking statements”

Certain statements made in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning future strategic objectives, business prospects, anticipated savings, financial results (including expenses, earnings, liquidity, cash flow and capital expenditures), industry or market conditions, demand for and pricing of our products, acquisitions and divestitures, anticipated results of litigation, changes in tax rules, regulatory developments, effects of accounting pronouncements and general economic conditions.  In addition, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions.  Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from those expressed in the forward-looking statements.  We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the SEC from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.raymondjames.com and the SEC’s website at www.sec.gov. We expressly disclaim any obligation to update any forward-looking statement in the event it later turns out to be inaccurate, whether as a result of new information, future events or otherwise.

Executive overview

We operate as a financial holding company and a bank holding company. Results in the businesses in which we operate are highly correlated to general economic conditions and, more specifically, to the direction of the U.S. equity and fixed income markets, market volatility, corporate and mortgage lending markets and commercial and residential credit trends.  Overall market conditions, interest rates, economic, political and regulatory trends, and industry competition are among the factors which could affect us and which are unpredictable and beyond our control.  These factors affect the financial decisions made by market participants which include investors, borrowers, and competitors, impacting their level of participation in the financial markets. These factors also impact the level of investment banking activity, including public offerings, as well as trading profits and asset valuations, which ultimately affect our business results.

Quarter ended March 31, 2018 compared with the quarter ended March 31, 2017

We achieved net revenues of $1.81 billion for the quarter, a $249 million, or 16%, increase. Our pre-tax income was $331 million, an increase of $166 million, or 100%, over the prior year, which included a large legal charge related to the Jay Peak matter. Our net income of $243 million reflected an increase of $130 million, or 115%, and our earnings per diluted share amounted to $1.63, a 112% increase.

Our PCG and Asset Management segments experienced significant growth in net revenues as a result of the increase in client assets in fee-based accounts compared with the prior year period. Net revenues in RJ Bank also increased significantly, reflecting an increase in average interest-earning assets and an increase in net interest margin. Net revenues in our Capital Markets segment declined, as institutional equity and fixed income commissions continued to face market-driven challenges. Total client assets under administration reached $729.5 billion at March 31, 2018, a 14% increase, primarily attributable to strong financial advisor recruiting and retention results, as well as equity market appreciation.

Non-interest expenses increased $79 million, or 6%. The increase primarily resulted from increased compensation, commissions and benefits expenses, primarily associated with the increase in net revenues, as well as increased staffing levels required to support our continued growth and regulatory and compliance requirements. Communications and information processing expenses also increased compared with the prior year period as a result of our continued investment in technology infrastructure to support our growth. Offsetting these increases was a $100 million decrease in expenses related to the Jay Peak matter, which was settled in the prior fiscal year.

Our effective tax rate was 26.7% for the current quarter, a decrease from 31.9% in the prior year quarter. The decrease was primarily attributable to the impact of a reduced federal statutory tax rate as a result of the Tax Act implemented in December 2017.

58

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


A summary of our financial results by segment as compared to the prior year quarter is as follows:

Our PCG segment generated net revenues of $1.27 billion, a 17% increase, and pre-tax income of $158 million, a 437% increase.  The increase in net revenues was primarily attributable to an increase in securities commissions and fees, driven by higher equity markets and strong financial advisor recruiting and retention results. The segment also benefited from higher short-term interest rates, resulting in an increase in account and service fees related to client cash balances in the RJBDP. Non-interest expenses increased $58 million, or 6%, primarily resulting from increases in compensation, commissions and benefits expenses and communications and information processing expenses, largely offset by a decrease in the aforementioned legal expenses.

The Capital Markets segment generated net revenues of $231 million, a 10% decrease over the prior year period, and pre-tax income of $16 million, a 61% decrease. The decrease in net revenues was primarily driven by lower institutional equity and fixed income commissions and equity underwriting fees, partially offset by a significant increase in merger & acquisition and advisory fee revenues. Non-interest expenses decreased $3 million, or 2%.

Our Asset Management segment benefited from increased client assets, generating a 40% increase in net revenues to $163 million, while pre-tax income increased 48% to $56 million. The increase in net revenues primarily reflected an increase in advisory fee revenues from managed programs, as assets in managed programs were 55% higher than the prior year, including the addition of $27 billion of assets under management in November 2017 resulting from the Scout Group acquisition. Non-discretionary asset-based administration fees also increased as a result of higher assets in such programs. Non-interest expenses increased $28 million, or 36%, resulting from an increase in compensation and benefits expenses due to the growth of the business, including the acquisition of the Scout Group, as well as an increase in sub-advisory fees due to an increase in assets under management in applicable programs.

RJ Bank generated a 26% increase in net revenues to $179 million, while pre-tax income increased 28% to $118 million. The increase in pre-tax income resulted primarily from an increase in net interest income, partially offset by higher affiliate deposit fees paid to PCG due to an increase in client account balances as compared to the prior year quarter. Net interest income increased due to growth in average interest-earning assets as well as an increase in net interest margin.

Our Other segment reflected a pre-tax loss of $16 million, which was $18 million, or 53%, less than the loss in the prior year quarter, primarily due to a loss on the extinguishment of our senior notes payable in the prior year quarter which did not recur in the current year quarter, as well as a decrease in interest expense on our senior notes payable related to a lower average balance outstanding and a decrease in the average rate on such balances.

Six months ended March 31, 2018 compared with the six months ended March 31, 2017

We achieved net revenues of $3.54 billion, a $482 million, or 16%, increase. Our pre-tax income was $643 million, an increase of $271 million, or 73%, over the prior year period, which included a large legal charge related to the Jay Peak matter. Our net income of $362 million increased $102 million, or 39%, and our earnings per diluted share were $2.43, a 37% increase.

During the six months ended March 31, 2018, earnings were negatively affected by the estimated discrete impact of the Tax Act of $117 million, primarily related to the remeasurement of U.S. deferred tax assets at a lower enacted corporate tax rate. Excluding this discrete impact and $4 million of acquisition-related expenses, adjusted net income was $482 million (1), an increase of 32% compared with adjusted net income of $365 million (1) in the prior year period, which excluded expenses related to the Jay Peak matter, acquisition-related expenses and losses on the extinguishment of certain of our senior notes. Adjusted earnings per diluted share were $3.24 (1), a 30% increase compared with adjusted earnings per diluted share of $2.49 (1) in the prior year period.

Net revenues increased significantly in the PCG, Asset Management and RJ Bank segments. PCG and Asset Management benefited from growth in client assets in fee-based accounts. RJ Bank had significant growth due to an increase in interest-earning assets and an increase in net interest margin. Net revenues in our Capital Markets segment declined compared with the prior year period, reflecting a market-driven decline in institutional equity and fixed income commissions. Total client assets under administration reached $729.5 billion at March 31, 2018, a 14% increase, primarily attributable to strong financial advisor recruiting and retention results, as well as equity market appreciation.




(1) “Adjusted net income,” and “adjusted earnings per diluted share” are each non-GAAP financial measures. Please see the “reconciliation of GAAP measures to non-GAAP measures” in this MD&A, for a reconciliation of our non-GAAP measures to the most directly comparable GAAP measures, and for other important disclosures.

59

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Non-interest expenses increased $208 million, or 8%. The increase primarily resulted from increased compensation, commissions and benefit expenses associated with the increase in net revenues, as well as increased staffing levels required to support our continued growth and regulatory and compliance requirements. Communications and information processing expenses also increased compared with the prior year period as a result of our continued investment in technology infrastructure to support our growth. Offsetting these increases was a $130 million decrease in expenses related to the Jay Peak matter, which was settled in the prior fiscal year.

Our effective tax rate was 43.7% for the six months ended March 31, 2018, reflecting the estimated discrete impact of the Tax Act of $117 million, partially offset by a lower blended federal corporate statutory tax rate of 24.5%. Excluding the estimated discrete impact of the Tax Act, our adjusted effective tax rate was 25.5% (1) for the six months ended March 31, 2018. We estimate our effective tax rate to be approximately 27%-28% for the remainder of our fiscal year ending September 30, 2018, which reflects the blended federal corporate statutory tax rate, and approximately 24%-25% for fiscal year 2019, reflecting the lower federal corporate statutory tax rate of 21% for the full year.  Our future effective tax rates are estimates based on our current interpretation of the Tax Act and may change, possibly materially, as we complete our analysis.  Our future effective tax rate will also be impacted positively or negatively by non-taxable items (such as the gains or losses earned on our COLI and tax-exempt interest), non-deductible expenses (such as meals and entertainment) and vesting and exercises of equity compensation.  See Note 13 of this Form 10-Q for further information on the Tax Act.
 
A summary of our financial results by segment as compared to the prior year period is as follows:

Our PCG segment generated net revenues of $2.50 billion, an 18% increase, and pre-tax income of $313 million an increase of 204% over the prior year period, which included $130 million of legal expenses related to the Jay Peak matter. The increase in net revenues was primarily attributable to an increase in securities commissions and fees, driven by higher equity markets and continued strong financial advisor recruiting and retention results. The segment also benefited from the impact of higher short-term interest rates, resulting in an increase in account and service fees related to client cash balances in the RJBDP. Non-interest expenses increased $170 million, or 8%, primarily resulting from increases in compensation, commissions and benefits expenses and communications and information processing expenses, offset by a decrease in the aforementioned legal expenses.

The Capital Markets segment generated net revenues of $447 million, a 9% decrease over the prior year period. The decrease in net revenues was primarily due to market-driven decreases in both institutional equity and fixed income commissions. Investment banking revenues increased due to higher merger & acquisition and advisory fees, partially offset by lower equity underwriting fees and tax credit fund syndication fees. Non-interest expenses were relatively flat compared with the prior year period which, combined with the decline in net revenues, contributed to a 66% decline in pre-tax income.

Our Asset Management segment benefited from increased fee-based client assets, generating a 36% increase in net revenues to $314 million, and a pre-tax income increase of 42% to $113 million. The increase in net revenues primarily reflected increases in advisory fee revenues from managed programs and, to a lesser degree, non-discretionary asset-based administration fee revenues. Financial assets under management increased 55% over the prior year, aided by the acquisition of the Scout Group, which added $27 billion of additional assets under management in November 2017. Non-interest expenses increased $47 million, or 32%, primarily resulting from incremental expenses related to the Scout Group acquisition and increased investment sub-advisory fees.

RJ Bank generated a 23% increase in net revenues to $344 million, while pre-tax income increased 18% to $232 million. The increase in pre-tax income resulted primarily from an increase in net interest income, partially offset by higher affiliate deposit fees paid to PCG due to increased client account balances. Net interest income increased due to growth in interest-earning assets and an increase in the net interest margin.

Our Other segment reflected a pre-tax loss that was $33 million, or 47%, less than the loss in the prior year period, primarily due to a decrease in net interest expense, lower acquisition-related expenses and losses on the extinguishment of certain of our senior notes in the prior year period. The decline in net interest expense reflected lower interest expense due to a decrease in the outstanding balance and average interest rate of our senior notes payable, as well as an increase in interest income related to the increased interest rates earned on corporate cash balances.





(1) “Adjusted effective tax rate” is a non-GAAP financial measure. Please see the “reconciliation of GAAP measures to non-GAAP measures” in this MD&A, for a reconciliation of our non-GAAP measures to the most directly comparable GAAP measures, and for other important disclosures.

60

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Segments

We currently operate through four operating segments and our Other segment. The four operating segments are PCG, Capital Markets, Asset Management and RJ Bank. The Other segment captures private equity activities as well as certain corporate overhead costs of RJF that are not allocated to operating segments, including the interest cost on our public debt and the acquisition and integration costs associated with our acquisitions.

The following table presents our consolidated and segment net revenues and pre-tax income/(loss), the latter excluding noncontrolling interests, for the periods indicated:
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
% change
 
2018
 
2017
 
% change
Total company
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
1,812,632

 
$
1,563,637

 
16
 %
 
$
3,538,793

 
$
3,056,439

 
16
 %
Pre-tax income excluding noncontrolling interests
 
$
331,371

 
$
165,513

 
100
 %
 
$
642,614

 
$
371,892

 
73
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Private Client Group
 
 

 
 

 
 
 
 
 
 
 
 
Net revenues
 
$
1,271,815

 
$
1,085,177

 
17
 %
 
$
2,504,866

 
$
2,125,266

 
18
 %
Pre-tax income
 
$
157,586

 
$
29,372

 
437
 %
 
$
312,649

 
$
102,730

 
204
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Markets
 
 

 
 

 
 
 
 
 
 
 
 
Net revenues
 
$
230,616

 
$
256,171

 
(10
)%
 
$
447,281

 
$
489,187

 
(9
)%
Pre-tax income
 
$
16,203

 
$
41,251

 
(61
)%
 
$
21,010

 
$
62,695

 
(66
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset Management
 
 

 
 

 
 
 
 
 
 
 
 
Net revenues
 
$
163,185

 
$
116,480

 
40
 %
 
$
313,785

 
$
230,562

 
36
 %
Pre-tax income
 
$
55,866

 
$
37,797

 
48
 %
 
$
113,265

 
$
79,706

 
42
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
RJ Bank
 
 

 
 

 
 
 
 
 
 
 
 
Net revenues
 
$
178,738

 
$
141,371

 
26
 %
 
$
343,923

 
$
279,386

 
23
 %
Pre-tax income
 
$
118,086

 
$
91,911

 
28
 %
 
$
232,241

 
$
196,032

 
18
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
 

 
 

 
 
 
 
 
 
 
 
Net revenues
 
$
1,832

 
$
(8,018
)
 
NM

 
$
(1,088
)
 
$
(17,661
)
 
94
 %
Pre-tax loss
 
$
(16,370
)
 
$
(34,818
)
 
53
 %
 
$
(36,551
)
 
$
(69,271
)
 
47
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Intersegment eliminations
 
 

 
 

 
 
 
 
 
 
 
 
Net revenues
 
$
(33,554
)
 
$
(27,544
)
 

 
$
(69,974
)
 
$
(50,301
)
 




61

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Reconciliation of GAAP measures to non-GAAP measures

We utilize certain non-GAAP measures to enhance the understanding of our financial results and related measures. We believe that the non-GAAP measures provide useful information by excluding certain material items that may not be indicative of our core operating results. We believe that these non-GAAP measures allow for better evaluation of the operating performance of the business and facilitate a meaningful comparison of our results in the current period to those in prior and future periods. These non-GAAP measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with GAAP. In addition, our non-GAAP measures may not be comparable to similarly-titled non-GAAP measures of other companies. The following table provides a reconciliation of GAAP measures to non-GAAP measures for the periods which include non-GAAP adjustments.
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands, except per share amounts
 
2017
 
2018
 
2017
Net income (1)
 
$
112,755

 
$
361,689

 
$
259,322

Non-GAAP adjustments:
 
 
 
 
 
 
Acquisition-related expenses (2)
 
1,086

 
3,927

 
13,752

Losses on extinguishment of debt
 
8,282

 

 
8,282

Jay Peak matter (3)
 
100,000

 

 
130,000

Sub-total pre-tax non-GAAP adjustments
 
109,368

 
3,927

 
152,034

Tax effect on non-GAAP adjustments above
 
(33,655
)
 
(1,100
)
 
(46,020
)
Discrete impact of the Tax Act (4)
 

 
117,169

 

Total non-GAAP adjustments, net of tax
 
75,713

 
119,996

 
106,014

Adjusted net income
 
$
188,468

 
$
481,685

 
$
365,336

 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
Basic
 
$
0.78

 
$
2.49

 
$
1.81

Diluted
 
$
0.77

 
$
2.43

 
$
1.77

Adjusted earnings per common share:
 
 
 
 
 
 
Adjusted basic
 
$
1.31

 
$
3.32

 
$
2.55

Adjusted diluted
 
$
1.28

 
$
3.24

 
$
2.49

Effective tax rate:
 
 
 
 
 
 
For the six months ended March 31, 2018
($ in thousands)
 
Pre-tax income including noncontrolling interests
 
Provision for income taxes
 
Effective tax rate
 
 
$
642,773

 
$
280,925

 
43.7
%
Less: discrete impact of the Tax Act (4)
 
 
 
117,169

 
 
As adjusted for discrete impact of the Tax Act
 
 
 
$
163,756

 
25.5
%

(1)
Excludes noncontrolling interests.

(2)
See Note 3 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

(3)
See Part I. Item 3 - Legal proceedings of our 2017 Form 10-K for more information on the Jay Peak matter.

(4)
See Note 13 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for more information related to the discrete impact of the Tax Act.

Net interest analysis

The Federal Reserve Bank announced an increase of 25 basis points in its benchmark short-term interest rate in March 2018. This increase is in addition to five 25 basis point increases since December 2015. These increases in short-term interest rates have had a significant impact on our overall financial performance, as we have certain assets and liabilities, primarily held in our PCG and RJ Bank segments, which are sensitive to changes in interest rates. Given the relationship of our interest-sensitive assets to liabilities held in each of these segments, increases in short-term interest rates generally result in an overall increase in our net earnings, although the magnitude of the impact to our net interest margin depends on the yields on interest-earning assets relative to the cost of interest-bearing liabilities.

In PCG, we also earn fees in lieu of interest income from RJBDP, a multi-bank sweep program in which clients’ cash deposits in their brokerage accounts are swept into interest-bearing deposit accounts at RJ Bank and various third-party banks. Such fees are recorded in “Account and service fees” in our Condensed Consolidated Statements of Income and Comprehensive Income. RJBDP fees from third-party banks fluctuate based on changes in short-term interest rates relative to deposit rates paid on client cash balances.


62

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


The following table details the components of our clients’ domestic cash sweep balances:
 
 
As of
$ in millions
 
March 31, 2018
 
September 30, 2017
 
March 31, 2017
RJBDP
 
 
 
 
 
 
RJ Bank
 
$
18,305

 
$
17,387

 
$
16,002

Third-party banks
 
19,696

 
20,704

 
24,222

Sub-total RJBDP
 
38,001

 
38,091

 
40,224

Money Market Funds
 
2,004

 
1,818

 
1,874

Client Interest Program
 
3,367

 
3,101

 
3,743

Total clients’ domestic cash sweep balances
 
$
43,372

 
$
43,010

 
$
45,841


The aforementioned short-term interest rate increases had a significant impact on fees earned from RJBDP but have not had as significant of an impact on market deposit rates paid on client cash balances. However, we have raised our deposit rates paid on client cash balances following the most recent rate increases and expect market deposit rates to continue to rise with future increases in short-term interest rates. As such, any future increases in short-term interest rates may have less of an impact on fees earned from RJBDP, or could actually reduce fees earned in this program, depending on the level of deposit rates paid on client cash balances.

If the Federal Reserve Bank was to reverse its previous actions and decrease the benchmark short-term interest rate, or if deposit rates that we pay on client cash balances increased and resulted in a decline in spreads earned on RJBDP, the positive impact described above on our net interest income and account and service fees would be reversed.


63

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Quarter ended March 31, 2018 compared with the quarter ended March 31, 2017

The following table presents our consolidated average balances, interest income and expense, and the related yields and rates. Average balances are calculated on a daily basis, with the exception of Trading instruments, Loans to financial advisors, net and Corporate cash and all other, which are calculated based on the average of the end-of-month balances for each month within the period.
 
 
Three months ended March 31,
 
 
2018
 
2017
$ in thousands
 
Average
balance
 
Interest
inc./exp.
 
Average
yield/cost
 
Average
balance
 
Interest
inc./exp.
 
Average
yield/cost
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Assets segregated pursuant to regulations and other segregated assets
 
$
2,929,567

 
$
13,942

 
1.90
%
 
$
4,000,689

 
$
8,988

 
0.90
%
Securities loaned
 
341,720

 
3,391

 
3.97
%
 
472,988

 
3,914

 
3.31
%
Trading instruments
 
659,794

 
5,333

 
3.23
%
 
713,782

 
5,391

 
3.02
%
Available-for-sale securities
 
2,482,441

 
12,492

 
2.01
%
 
1,346,198

 
5,675

 
1.69
%
Margin loans
 
2,514,724

 
24,886

 
3.96
%
 
2,376,296

 
20,312

 
3.42
%
Bank loans, net
 
 
 
 
 
 
 
 
 
 
 
 
Loans held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
C&I loans
 
7,553,398

 
78,171

 
4.14
%
 
7,364,683

 
68,956

 
3.75
%
CRE construction loans
 
176,430

 
2,207

 
5.00
%
 
140,960

 
1,522

 
4.32
%
CRE loans
 
3,186,221

 
32,249

 
4.05
%
 
2,790,332

 
23,691

 
3.40
%
Tax-exempt loans
 
1,148,144

 
7,355

 
2.56
%
 
855,636

 
5,494

 
2.57
%
Residential mortgage loans
 
3,329,165

 
25,743

 
3.09
%
 
2,738,798

 
20,412

 
2.98
%
SBL
 
2,572,407

 
25,452

 
3.96
%
 
2,033,862

 
16,550

 
3.25
%
Loans held for sale
 
145,247

 
1,347

 
3.75
%
 
137,523

 
1,161

 
3.47
%
Total bank loans, net
 
18,111,012

 
172,524

 
3.86
%
 
16,061,794

 
137,786

 
3.51
%
Loans to financial advisors, net
 
874,053

 
3,460

 
1.58
%
 
844,039

 
3,269

 
1.55
%
Corporate cash and all other
 
3,662,599

 
12,818

 
1.40
%
 
3,461,122

 
7,209

 
0.83
%
Total interest-earning assets
 
$
31,575,910


$
248,846

 
3.15
%
 
$
29,276,908


$
192,544

 
2.63
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 

 
 

 
 

 
 

 
 

Bank deposits
 
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
 
$
346,030

 
$
1,352

 
1.58
%
 
$
281,553

 
$
999

 
1.44
%
Money market, savings and NOW accounts
 
18,339,798

 
10,835

 
0.24
%
 
15,374,526

 
2,398

 
0.06
%
Securities borrowed
 
155,997

 
1,693

 
4.34
%
 
105,016

 
1,944

 
7.40
%
Trading instruments sold but not yet purchased
 
267,532

 
1,620

 
2.42
%
 
399,726

 
1,460

 
1.46
%
Brokerage client payables
 
4,434,148

 
3,224

 
0.29
%
 
4,837,829

 
852

 
0.07
%
Other borrowings
 
985,379

 
5,422

 
2.20
%
 
786,812

 
3,908

 
1.99
%
Senior notes payable
 
1,549,031

 
18,180

 
4.69
%
 
1,618,044

 
23,665

 
5.85
%
Other
 
208,493

 
2,276

 
4.37
%
 
205,530

 
1,451

 
2.82
%
Total interest-bearing liabilities
 
$
26,286,408

 
$
44,602

 
0.68
%
 
$
23,609,036

 
$
36,677

 
0.62
%
Net interest income
 
 
 
$
204,244

 
 
 
 
 
$
155,867

 
 

Nonaccrual loans are included in the average loan balances in the table above. Payment or income received on corporate nonaccrual loans are applied to principal. Income on other nonaccrual loans is recognized on a cash basis.

Fee income on all loans included in interest income for the three months ended March 31, 2018 and 2017 was $6 million and $10 million, respectively.

Net interest income increased $48 million, or 31%, primarily as a result of increases in our RJ Bank and PCG segments, as well as a decrease in net interest expense in our Other segment.

Net interest income in RJ Bank increased $34 million, or 24%, resulting from increases in average loans outstanding and the available-for-sale portfolio, as well as an increase in net interest margin. Refer to the discussion of the specific components of RJ Bank’s net interest income in the RJ Bank section of this MD&A.

64

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Net interest income in the PCG segment increased $7 million, or 20%, driven by an increase in interest income from segregated assets and margin loans due to an increase in short-term interest rates. The favorable impact of higher interest rates on segregated assets was partially offset by a decrease in segregated asset balances.

Net interest expense in the Other segment decreased $8 million, or 44%, primarily due to a decrease in interest expense on our senior notes as a result of a decline in the average outstanding balance, as well as a decline in the average rate on our outstanding borrowings. The outstanding balance and rate of our senior notes decreased due to the March 2017 redemption of our $350 million 6.90% senior notes and the September 2017 redemption of our $300 million 8.60% senior notes, partially offset by the May 2017 issuance of $500 million of our 4.95% senior notes. Interest income in the Other segment increased as a result of the increase in interest rates on corporate cash balances.

65

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Six months ended March 31, 2018 compared with the six months ended March 31, 2017

The following table presents our consolidated average balances, interest income and expense, and the related yields and rates. Average balances are calculated on a daily basis, with the exception of Trading instruments, Loans to financial advisors, net and Corporate cash and all other, which are calculated based on the average of the end-of-month balances for each month within the period.
 
 
Six months ended March 31,
 
 
2018
 
2017
$ in thousands
 
Average
balance
 
Interest
inc./exp.
 
Average
yield/cost
 
Average
balance
 
Interest
inc./exp.
 
Average
yield/cost
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Assets segregated pursuant to regulations and other segregated assets
 
$
2,908,495

 
$
26,064

 
1.79
%
 
$
4,111,932

 
$
16,158

 
0.79
%
Securities loaned
 
351,735

 
6,449

 
3.67
%
 
502,994

 
6,646

 
2.64
%
Trading instruments
 
653,941

 
10,471

 
3.20
%
 
684,728

 
10,397

 
3.04
%
Available-for-sale securities
 
2,377,697

 
23,207

 
1.95
%
 
1,170,891

 
9,075

 
1.55
%
Margin loans
 
2,500,234

 
48,981

 
3.92
%
 
2,401,998

 
40,293

 
3.35
%
Bank loans
 
 
 
 
 
 
 
 
 
 
 
 
Loans held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
C&I loans
 
7,482,634

 
151,963

 
4.02
%
 
7,421,700

 
140,262

 
3.75
%
CRE construction loans
 
158,254

 
3,930

 
4.91
%
 
136,687

 
3,027

 
4.38
%
CRE loans
 
3,110,590

 
61,008

 
3.88
%
 
2,668,802

 
45,945

 
3.41
%
Tax-exempt loans
 
1,093,384

 
14,061

 
2.57
%
 
831,637

 
10,740

 
2.58
%
Residential mortgage loans
 
3,286,788

 
50,533

 
3.08
%
 
2,647,948

 
38,976

 
2.91
%
SBL
 
2,521,174

 
48,692

 
3.82
%
 
1,992,301

 
31,939

 
3.17
%
Loans held for sale
 
130,403

 
2,357

 
3.62
%
 
159,021

 
2,422

 
3.08
%
Total bank loans, net
 
17,783,227

 
332,544

 
3.76
%
 
15,858,096

 
273,311

 
3.49
%
Loans to financial advisors, net
 
871,690

 
6,962

 
1.60
%
 
838,900

 
6,577

 
1.57
%
Corporate cash and all other
 
3,996,519

 
25,897

 
1.30
%
 
3,338,504

 
12,869

 
0.77
%
Total interest-earning assets
 
$
31,443,538

 
$
480,575

 
3.06
%
 
$
28,908,043

 
$
375,326

 
2.60
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

Bank deposits
 
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
 
$
334,642

 
$
2,624

 
1.57
%
 
$
292,517

 
$
2,134

 
1.46
%
Savings, money market and NOW accounts
 
18,077,400

 
17,072

 
0.19
%
 
14,887,530

 
4,046

 
0.05
%
Securities borrowed
 
139,153

 
3,172

 
4.56
%
 
115,631

 
3,172

 
5.49
%
Trading instruments sold but not yet purchased
 
262,813

 
3,326

 
2.53
%
 
345,671

 
2,788

 
1.61
%
Brokerage client payables
 
4,444,494

 
5,753

 
0.26
%
 
4,880,545

 
1,528

 
0.06
%
Other borrowings
 
1,008,338

 
11,287

 
2.24
%
 
777,322

 
7,627

 
1.96
%
Senior notes payable
 
1,548,958

 
36,360

 
4.69
%
 
1,649,231

 
48,364

 
5.87
%
Other
 
232,327

 
4,439

 
3.82
%
 
212,742

 
2,984

 
2.81
%
Total interest-bearing liabilities
 
$
26,048,125

 
$
84,033

 
0.65
%
 
$
23,161,189

 
$
72,643

 
0.63
%
Net interest income
 
 

 
$
396,542

 
 

 
 

 
$
302,683

 
 


Nonaccrual loans are included in the average loan balances in the table above. Payment or income received on corporate nonaccrual loans are applied to principal. Income on other nonaccrual loans is recognized on a cash basis.

Fee income on all loans included in interest income for the six months ended March 31, 2018 and 2017 was $13 million and $19 million, respectively.

Net interest income increased $94 million, or 31%, primarily as a result of increases in our RJ Bank and PCG segments, as well as a decrease in net interest expense in our Other segment.

Net interest income in RJ Bank increased $62 million, or 23%, resulting from increases in average loans outstanding and the available-for-sale securities portfolio, as well as an increase in net interest margin. Refer to the discussion of the specific components of RJ Bank’s net interest income in the RJ Bank section of this MD&A.


66

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Net interest income in the PCG segment increased $15 million, or 23%, driven by an increase in interest income from segregated assets and margin loans, arising from the increase in short-term interest rates. The favorable impact of the higher interest rates was partially offset by a decrease in segregated asset balances and an increase in rates paid on client cash balances.

Net interest expense in the Other segment decreased by $18 million, primarily due to a decrease in interest expense on our senior notes as a result of a decrease in the average rate on our outstanding borrowings, as well as lower outstanding balances. The outstanding balance and rates of our senior notes decreased due to the March 2017 redemption of our $350 million 6.90% senior notes and the September 2017 redemption of our $300 million 8.60% senior notes, partially offset by the May 2017 issuance of $500 million of our 4.95% senior notes. Interest income in the Other segment increased as a result of the increase in interest rates on corporate cash balances.

Results of Operations – Private Client Group

For an overview of our PCG segment operations as well as a description of the key factors impacting our PCG results of operations, refer to the information presented in “Item 1 - Business” and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2017 Form 10-K.

Operating results
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
% change
 
2018
 
2017
 
% change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Securities commissions and fees:
 
 
 
 
 
 
 
 
 
 
 
 
Fee-based accounts
 
$
623,720

 
$
485,139

 
29
 %
 
$
1,219,979

 
$
958,038

 
27
 %
Mutual funds
 
169,860

 
165,545

 
3
 %
 
333,007

 
324,135

 
3
 %
Insurance and annuity products
 
99,723

 
95,825

 
4
 %
 
210,512

 
191,176

 
10
 %
Equity products
 
88,584

 
75,868

 
17
 %
 
171,804

 
155,304

 
11
 %
Fixed income products
 
28,612

 
32,135

 
(11
)%
 
56,949

 
61,087

 
(7
)%
New issue sales credits
 
11,710

 
22,370

 
(48
)%
 
21,012

 
40,361

 
(48
)%
Sub-total securities commissions and fees
 
1,022,209

 
876,882

 
17
 %
 
2,013,263

 
1,730,101

 
16
 %
Interest income
 
46,519

 
37,055

 
26
 %
 
89,995

 
70,669

 
27
 %
Account and service fees:
 
 
 
 
 


 
 
 
 
 


Mutual fund and annuity service fees
 
80,101

 
70,440

 
14
 %
 
160,722

 
139,166

 
15
 %
RJBDP fees - third-party banks
 
66,356

 
47,186

 
41
 %
 
127,363

 
83,750

 
52
 %
Affiliate deposit account servicing fees from RJ Bank
 
22,204

 
16,192

 
37
 %
 
43,462

 
27,845

 
56
 %
Client account and service fees
 
23,753

 
25,895

 
(8
)%
 
46,507

 
50,592

 
(8
)%
Client transaction fees and other
 
4,175

 
6,670

 
(37
)%
 
11,920

 
13,456

 
(11
)%
Sub-total account and service fees
 
196,589

 
166,383

 
18
 %
 
389,974

 
314,809

 
24
 %
Other
 
12,586

 
8,241

 
53
 %
 
22,711

 
16,298

 
39
 %
Total revenues
 
1,277,903

 
1,088,561

 
17
 %
 
2,515,943

 
2,131,877

 
18
 %
Interest expense
 
(6,088
)
 
(3,384
)
 
80
 %
 
(11,077
)
 
(6,611
)
 
68
 %
Net revenues
 
1,271,815

 
1,085,177

 
17
 %
 
2,504,866

 
2,125,266

 
18
 %
Non-interest expenses:
 
 

 
 

 


 
 

 
 

 


Sales commissions
 
762,758

 
651,388

 
17
 %
 
1,499,217

 
1,285,900

 
17
 %
Admin & incentive compensation and benefit costs
 
209,689

 
172,198

 
22
 %
 
408,606

 
344,087

 
19
 %
Communications and information processing
 
62,980

 
46,426

 
36
 %
 
115,780

 
90,443

 
28
 %
Occupancy and equipment costs
 
38,222

 
36,396

 
5
 %
 
75,979

 
71,884

 
6
 %
Business development
 
23,755

 
24,814

 
(4
)%
 
45,318

 
48,264

 
(6
)%
Jay Peak matter
 

 
100,000

 
(100
)%
 

 
130,000

 
(100
)%
Other
 
16,825

 
24,583

 
(32
)%
 
47,317

 
51,958

 
(9
)%
Total non-interest expenses
 
1,114,229

 
1,055,805

 
6
 %
 
2,192,217

 
2,022,536

 
8
 %
Pre-tax income
 
$
157,586

 
$
29,372

 
437
 %
 
$
312,649

 
$
102,730

 
204
 %


67

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Selected key metrics

Client Asset Balances:
 
 
As of
 
% change from
$ in billions
 
March 31, 2018
 
September 30, 2017
 
March 31, 2017
 
September 30, 2017
 
March 31, 2017
PCG assets under administration
 
$
694.8

 
$
659.5

 
$
611.0

 
5
%
 
14
%
PCG assets in fee-based accounts
 
$
325.1

 
$
294.5

 
$
260.5

 
10
%
 
25
%

Financial Advisors:
 
March 31, 2018
 
September 30, 2017
 
March 31, 2017
Employees
3,053

 
3,041

 
3,001

Independent Contractors
4,551

 
4,305

 
4,221

Total advisors
7,604

 
7,346

 
7,222


PCG assets under administration increased 14% over March 31, 2017, resulting from equity market appreciation and net client inflows. Our net client inflows were primarily attributable to strong financial advisor recruiting results. PCG assets in fee-based accounts as a percentage of overall PCG assets under administration increased to 47% at March 31, 2018 compared to 43% at March 31, 2017, due in part to clients moving to fee-based alternatives from traditional transaction-based accounts in response to regulatory changes.
 
The net increase in financial advisors as of March 31, 2018 compared to March 31, 2017 primarily resulted from strong financial advisor recruiting and high levels of retention. We believe that this increase in financial advisors and assets under administration is a positive indication of potential future revenue growth in this segment.

Quarter ended March 31, 2018 compared with the quarter ended March 31, 2017

Net revenues of $1.27 billion increased $187 million, or 17%. The portion of total segment revenues that we consider to be recurring was 81% for the quarter ended March 31, 2018, an increase from 78% for the quarter ended March 31, 2017.  Recurring revenues include asset-based fees, trailing commissions from mutual funds and variable annuities/insurance products, mutual fund and annuity service fees, fees earned on our RJBDP program and interest, all of which contributed to the increase.

Pre-tax income of $158 million increased $128 million, or 437%, compared with the quarter ended March 31, 2017, which included a large legal charge related to the Jay Peak matter.

Securities commissions and fees increased $145 million, or 17%.  The increase in commission and fee revenues was primarily driven by a stronger market environment as well as strong financial advisor recruiting and retention results, partially offset by a decline in new issue sales credits resulting from lower equity underwriting activity.

Total account and service fees increased $30 million, or 18%, primarily due to higher RJBDP fees, which benefited from an increase in short-term interest rates. Mutual fund and annuity service fees increased, due to higher education and marketing support (“EMS”) fees and mutual fund omnibus fees. The increase in EMS fees was primarily due to increased assets in the program, while the increase in omnibus fees was a result of both an increase in assets and the number of positions invested in fund families on the omnibus platform.

As previously discussed, net interest income in the PCG segment increased $7 million, or 20%.
 
Non-interest expenses increased $58 million, or 6%, primarily due to an increase in sales commission expense, which increased $111 million, or 17%, in line with the increase in securities commissions and fees. Administrative and incentive compensation and benefits expense increased $37 million, or 22%, primarily due to increased staffing levels to support our continued growth and regulatory compliance requirements. Communications and information processing expense increased $17 million, or 36%, as a result of our continued investment in technology infrastructure to support our growth. Offsetting these increases was a $100 million decrease in expenses related to the Jay Peak matter, which was settled in fiscal 2017.


68

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Six months ended March 31, 2018 compared with the six months ended March 31, 2017

Net revenues of $2.50 billion increased $380 million, or 18%. The portion of total segment revenues that we consider to be recurring was 81% for the six months ended March 31, 2018, an increase from 78% for the prior year period. Pre-tax income of $313 million increased $210 million, or 204%, compared with the prior year period, which included a large legal charge related to the Jay Peak matter.

Securities commissions and fees increased $283 million, or 16%.  The increase in securities commissions and fee revenues was primarily driven by higher equity markets and strong financial advisor recruiting and retention results, partially offset by a decline in new issue sales credits resulting from lower equity underwriting activity.

Total account and service fees increased $75 million, or 24%, primarily due to higher RJBDP fees, principally resulting from an increase in short-term interest rates over the prior year. Mutual fund and annuity service fees also increased, reflecting higher EMS fees and mutual fund omnibus fees. The increase in EMS fees was primarily due to increased assets in the program, while the increase in omnibus fees was a result of both an increase in assets and the number of positions invested in fund families on the omnibus platform.

As previously discussed, net interest income in the PCG segment increased $15 million, or 23%.

Non-interest expenses increased $170 million, or 8%, primarily due to an increase in sales commission expenses, which increased $213 million, or 17%, in line with the increase in securities commissions and fees. Administrative and incentive compensation and benefits expense increased $65 million, or 19%, primarily due to increased staffing levels to support our continued growth and regulatory and compliance requirements. Communications and information processing expense increased $25 million, or 28%, as a result of our continued investment in technology infrastructure to support our growth. Offsetting these increases was a $130 million decrease in expenses related the Jay Peak matter, which was settled in fiscal 2017.


69

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Results of Operations – Capital Markets

For an overview of our Capital Markets segment operations, as well as a description of the key factors impacting our Capital Markets results of operations, refer to the information presented in “Item 1 - Business” and “Item 7 - Management’s Discussion and Analysis Financial Condition and Results of Operations” of our 2017 Form 10-K.

Operating results
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
% change
 
2018
 
2017
 
% change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Securities commissions and fees:
 
 

 
 

 
 
 
 
 
 
 
 
Equity
 
$
46,164

 
$
59,647

 
(23
)%
 
$
99,535

 
$
123,966

 
(20
)%
Fixed income
 
54,197

 
64,660

 
(16
)%
 
119,398

 
140,034

 
(15
)%
Subtotal securities commissions and fees
 
100,361

 
124,307

 
(19
)%
 
218,933

 
264,000

 
(17
)%
Equity underwriting fees
 
12,811

 
22,272

 
(42
)%
 
21,767

 
36,781

 
(41
)%
Merger & acquisition and advisory fees
 
72,474

 
53,762

 
35
 %
 
115,472

 
80,936

 
43
 %
Fixed income investment banking
 
11,212

 
10,920

 
3
 %
 
19,344

 
19,398

 

Tax credit funds syndication fees
 
9,318

 
15,177

 
(39
)%
 
14,135

 
26,303

 
(46
)%
Subtotal investment banking
 
105,815

 
102,131

 
4
 %
 
170,718

 
163,418

 
4
 %
Investment advisory fees
 
5,819

 
5,678

 
2
 %
 
14,154

 
10,901

 
30
 %
Net trading profit
 
13,149

 
15,326

 
(14
)%
 
32,379

 
34,645

 
(7
)%
Interest income
 
7,585

 
6,475

 
17
 %
 
14,910

 
12,949

 
15
 %
Other
 
3,886

 
6,563

 
(41
)%
 
8,055

 
11,549

 
(30
)%
Total revenues
 
236,615

 
260,480

 
(9
)%
 
459,149

 
497,462

 
(8
)%
Interest expense
 
(5,999
)
 
(4,309
)
 
39
 %
 
(11,868
)
 
(8,275
)
 
43
 %
Net revenues
 
230,616

 
256,171

 
(10
)%
 
447,281

 
489,187

 
(9
)%
Non-interest expenses:
 
 

 
 

 


 
 
 
 
 


Sales commissions
 
34,806

 
45,396

 
(23
)%
 
77,024

 
96,369

 
(20
)%
Admin & incentive compensation and benefit costs
 
118,451

 
113,289

 
5
 %
 
232,773

 
216,156

 
8
 %
Communications and information processing
 
18,987

 
17,961

 
6
 %
 
36,821

 
35,608

 
3
 %
Occupancy and equipment costs
 
8,697

 
8,525

 
2
 %
 
17,081

 
16,980

 
1
 %
Business development
 
12,162

 
9,738

 
25
 %
 
22,317

 
19,340

 
15
 %
Losses and non-interest expenses of real estate partnerships held by consolidated VIEs
 
2,851

 
5,578

 
(49
)%
 
5,517

 
7,374

 
(25
)%
Other
 
21,130

 
19,931

 
6
 %
 
40,116

 
42,268

 
(5
)%
Total non-interest expenses
 
217,084

 
220,418

 
(2
)%
 
431,649

 
434,095

 
(1
)%
Income before taxes and including noncontrolling interests
 
13,532

 
35,753

 
(62
)%
 
15,632

 
55,092

 
(72
)%
Noncontrolling interests
 
(2,671
)
 
(5,498
)
 
51
 %
 
(5,378
)
 
(7,603
)
 
29
 %
Pre-tax income excluding noncontrolling interests
 
$
16,203

 
$
41,251

 
(61
)%
 
$
21,010

 
$
62,695

 
(66
)%

Quarter ended March 31, 2018 compared with the quarter ended March 31, 2017

Net revenues of $231 million decreased $26 million, or 10%, primarily due to lower commissions. Pre-tax income of $16 million decreased $25 million, or 61%.

Total commission revenues decreased $24 million, or 19%, reflecting decreases in both equity and fixed income institutional commissions, which continued to be negatively impacted by market-driven challenges. Institutional fixed income commissions continued to reflect low levels of client activity, due to the flattening yield curve and relatively low interest rate volatility.

Investment banking revenues increased $4 million, or 4%, driven by higher merger & acquisition and advisory fees, partially offset by lower equity underwriting fees and tax credit syndication fees. Merger & acquisition and advisory fees increased $19 million, or 35%, primarily due to both a higher volume of domestic and foreign merger & acquisition transactions and higher average fees per transaction during the quarter ended March 31, 2018. Equity underwriting fees decreased $9 million, or 42%, primarily due to our involvement

70

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


in fewer domestic lead-managed deals compared to the prior year period. Tax credit fund syndication fees decreased $6 million, or 39%, due in part to uncertainty over corporate tax reform impacting new investment activity and the timing of transactions.

Non-interest expenses decreased slightly, as a decline in sales commissions, in line with the decline in securities commissions and fees, was partially offset by an increase in administrative & incentive compensation and benefits expenses.

Six months ended March 31, 2018 compared with the six months ended March 31, 2017

Net revenues of $447 million decreased $42 million, or 9%, primarily due to lower commissions. Pre-tax income of $21 million decreased $42 million, or 66%.

Total commission revenues decreased $45 million, or 17%, reflecting decreases in both equity and fixed income institutional commissions, which continued to be negatively impacted by market-driven challenges. Institutional fixed income commissions continued to reflect low levels of client activity, due to the flattening yield curve and relatively low interest rate volatility.

Investment banking revenues increased $7 million, or 4%. Merger & acquisition and advisory fees increased $35 million, or 43%, primarily due to a higher volume of transactions and higher average fees per transaction in the current year period. This increase was offset by lower equity underwriting fees, which declined $15 million, or 41%, reflecting lower levels of client activity, primarily in the U.S. Tax credit fund syndication fees decreased $12 million, or 46%, due in part to uncertainty over corporate tax reform impacting new investment activity and the timing of transactions.

Non-interest expenses decreased slightly over the prior year period, as a decline in sales commissions, in line with the decline in commission revenues, was largely offset by an increase in administrative & incentive compensation and benefits expense.


71

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Results of Operations – Asset Management

For an overview of our Asset Management segment operations as well as a description of the key factors impacting our Asset Management results of operations, refer to the information presented in “Item 1 - Business” and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2017 Form 10-K.

Operating results
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
% change
 
2018
 
2017
 
% change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Investment advisory and related administrative fees:
 
 
 
 
 
 
 
 
 
 
 
 
Managed programs
 
$
113,706

 
$
77,377

 
47
 %
 
$
217,551

 
$
153,685

 
42
 %
Non-discretionary asset-based administration
 
28,798

 
21,620

 
33
 %
 
55,866

 
42,814

 
30
 %
Subtotal investment advisory and related administrative fees
 
142,504

 
98,997

 
44
 %
 
273,417

 
196,499

 
39
 %
Account and service fees and other
 
20,692

 
17,523

 
18
 %
 
40,390

 
34,117

 
18
 %
Total revenues
 
163,196

 
116,520

 
40
 %
 
313,807

 
230,616

 
36
 %
Interest expense
 
(11
)
 
(40
)
 
(73
)%
 
(22
)
 
(54
)
 
(59
)%
Net revenues
 
163,185

 
116,480

 
40
 %
 
313,785

 
230,562

 
36
 %
Non-interest expenses:
 
 

 
 

 


 
 

 
 

 


Compensation and benefits
 
44,909

 
31,344

 
43
 %
 
81,506

 
59,026

 
38
 %
Communications and information processing
 
10,360

 
7,359

 
41
 %
 
18,804

 
14,030

 
34
 %
Occupancy and equipment costs
 
1,874

 
1,209

 
55
 %
 
3,298

 
2,369

 
39
 %
Business development
 
3,173

 
2,711

 
17
 %
 
5,820

 
5,024

 
16
 %
Investment sub-advisory fees
 
22,223

 
18,025

 
23
 %
 
43,917

 
35,409

 
24
 %
Other
 
23,047

 
16,914

 
36
 %
 
42,574

 
32,670

 
30
 %
Total non-interest expenses
 
105,586

 
77,562

 
36
 %
 
195,919

 
148,528

 
32
 %
Income before taxes and including noncontrolling interests
 
57,599

 
38,918

 
48
 %
 
117,866

 
82,034

 
44
 %
Noncontrolling interests
 
1,733

 
1,121

 
55
 %
 
4,601

 
2,328

 
98
 %
Pre-tax income excluding noncontrolling interests
 
$
55,866

 
$
37,797

 
48
 %
 
$
113,265

 
$
79,706

 
42
 %

Selected key metrics

Managed Programs - Our investment advisory fees recorded in this segment were earned based on balances either at the beginning of the quarter, end of the quarter or average assets throughout the quarter. For the quarter ended March 31, 2018, approximately 55% of our fees were determined based on asset balances at the beginning of the quarter, 20% were based on asset balances at the end of the quarter and 25% were based on average assets throughout the quarter. For the six months ended March 31, 2018, approximately 60% of our fees were determined based on asset balances at the beginning of each quarter, 20% were based on asset balances at the end of each quarter and 20% were based on average assets throughout each quarter.

Financial assets under management:

The following table presents fee-billable financial assets under management in managed programs at the dates indicated:
$ in millions
 
March 31, 2018
 
September 30, 2017
 
March 31, 2017
Asset management services division of RJ&A (“AMS”)
 
$
76,091

 
$
69,962

 
$
61,337

Carillon Tower Advisers and affiliates (“Carillon Tower”)
 
61,751

 
31,831

 
29,327

Subtotal financial assets under management
 
137,842

 
101,793

 
90,664

Less: Assets managed for affiliated entities
 
(5,538
)
 
(5,397
)
 
(5,099
)
Total financial assets under management
 
$
132,304

 
$
96,396

 
85,565


In the table above, Carillon Tower includes its subsidiaries and affiliates Eagle Asset Management, ClariVest Asset Management, Cougar Global Investments, and the newly-acquired Scout Group.

72

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


The following table presents fee-billable financial assets under management (including assets managed for affiliates) by objective at the dates indicated:
$ in millions
 
March 31, 2018
 
September 30, 2017
 
March 31, 2017
Equity
 
$
58,983

 
$
48,936

 
$
43,881

Fixed
 
33,633

 
11,814

 
11,296

Balanced
 
45,226

 
41,043

 
35,487

Total financial assets under management
 
$
137,842

 
$
101,793

 
$
90,664


Activity (including activity in assets managed for affiliated entities):
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in millions
 
2018
 
2017
 
2018
 
2017
Financial assets under management at beginning of period
 
$
135,852

 
$
84,457

 
$
101,793

 
$
81,729

Carillon Tower - net inflows/(outflows):
 
 
 
 
 
 
 
 
Scout group acquisition
 

 

 
27,087

 

Other
 
686

 
(231
)
 
1,406

 
(143
)
AMS - net inflows
 
2,757

 
2,572

 
4,935

 
4,468

Net market appreciation/(depreciation) in asset values
 
(1,453
)
 
3,866

 
2,621

 
4,610

Financial assets under management at end of period
 
$
137,842

 
$
90,664

 
$
137,842

 
$
90,664


Non-discretionary asset-based programs - Our assets held in certain non-discretionary asset-based programs (including those managed for affiliated entities) totaled $175.5 billion, $157.0 billion, and $135.1 billion as of March 31, 2018, September 30, 2017 and March 31, 2017, respectively. The increase in assets over the prior year level was primarily due to market appreciation and to clients moving to fee-based accounts from the traditional transaction-based accounts in response to regulatory changes. The majority of the administrative fees associated with these programs are determined based on balances at the beginning of the quarter.

Quarter ended March 31, 2018 compared with the quarter ended March 31, 2017

Net revenues of $163 million increased $47 million, or 40%. Pre-tax income of $56 million increased $18 million, or 48%.

Total investment advisory and related administrative fee revenues increased $44 million, or 44%, primarily driven by an increase in financial assets under management. The increase in financial assets under management was primarily a result of the Scout Group acquisition as well as inflows related to financial advisor recruiting. Administrative fees also increased during the quarter due to the aforementioned increase in assets held in non-discretionary programs.

Account and service fees and other income increased $3 million, or 18%, reflecting increased trust fee revenue due to an 8% increase in assets in RJ Trust, as well as increased shareholder servicing fees as a result of the Scout Group acquisition.

Non-interest expenses increased $28 million, or 36%, primarily resulting from a $14 million increase in compensation and benefit expenses, a $6 million increase in other expense and a $4 million increase in investment sub-advisory fees. Compensation and benefit expenses increased primarily due to the Scout Group acquisition, annual salary increases and an increase in personnel over the prior year’s quarter to support the growth of the business. The increase in other expenses was primarily driven by expenses incurred to support the new funds offered on our platform as a result of the Scout Group acquisition. The increase in investment sub-advisory fees resulted from increased assets under management in applicable programs.

Six months ended March 31, 2018 compared with the six months ended March 31, 2017

Net revenues of $314 million increased $83 million, or 36%. Pre-tax income of $113 million increased $34 million, or 42%.

Total investment advisory and related administrative fee revenues increased $77 million, or 39%, primarily driven by an increase in financial assets under management. The increase in financial assets under management was primarily a result of the Scout Group acquisition, as well as both net market appreciation and inflows related to financial advisor recruiting. Administrative fees also increased over the prior year due to the aforementioned increase in assets held in non-discretionary programs.


73

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Account and service fees and other income increased $6 million, or 18%, primarily reflecting increased trust fee revenue due to an 8% increase in assets in RJ Trust.

Non-interest expenses increased $47 million, or 32%, resulting from a $22 million increase in compensation and benefit expenses, a $10 million increase in other expenses and a $9 million increase in investment sub-advisory fees. Compensation and benefit expenses increased primarily due to the Scout Group acquisition, in addition to annual salary increases and an increase in personnel over the prior year to support the growth of the business. The increase in other expenses was primarily due to certain incremental costs associated with the Scout Group acquisition, including expenses related to the new funds offered on our platform, as well as the amortization of intangible assets arising from the acquisition. The increase in investment sub-advisory fees resulted from increased assets under management in applicable programs.

Results of Operations – RJ Bank

For an overview of our RJ Bank segment operations, as well as a description of the key factors impacting our RJ Bank results of operations, refer to the information presented in “Item 1 - Business” and “Item 7 - Management’s Discussion and Analysis Financial Condition and Results of Operations” of our 2017 Form 10-K.

Operating results
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
% change
 
2018
 
2017
 
% change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
189,815

 
$
145,837

 
30
 %
 
$
365,810

 
$
286,611

 
28
%
Interest expense
 
(17,692
)
 
(7,326
)
 
141
 %
 
(30,648
)
 
(13,828
)
 
122
%
Net interest income
 
172,123

 
138,511

 
24
 %
 
335,162

 
272,783

 
23
%
Other income
 
6,615

 
2,860

 
131
 %
 
8,761

 
6,603

 
33
%
Net revenues
 
178,738

 
141,371

 
26
 %
 
343,923

 
279,386

 
23
%
Non-interest expenses:
 
 

 
 

 


 
 

 
 

 


Compensation and benefits
 
10,193

 
8,774

 
16
 %
 
19,069

 
16,498

 
16
%
Communications and information processing
 
2,347

 
1,902

 
23
 %
 
4,932

 
3,769

 
31
%
Loan loss provision
 
7,549

 
7,928

 
(5
)%
 
8,565

 
6,888

 
24
%
FDIC insurance premiums
 
4,823

 
4,310

 
12
 %
 
9,657

 
8,570

 
13
%
Affiliate deposit account servicing fees to PCG
 
22,204

 
16,192

 
37
 %
 
43,462

 
27,845

 
56
%
Other
 
13,536

 
10,354

 
31
 %
 
25,997

 
19,784

 
31
%
Total non-interest expenses
 
60,652

 
49,460

 
23
 %
 
111,682

 
83,354

 
34
%
Pre-tax income
 
$
118,086

 
$
91,911

 
28
 %
 
$
232,241

 
$
196,032

 
18
%

Quarter ended March 31, 2018 compared with the quarter ended March 31, 2017

Net revenues of $179 million increased $37 million, or 26%, primarily reflecting an increase in net interest income. Pre-tax income of $118 million increased $26 million, or 28%.  

Net interest income increased $34 million, or 24%, due to a $3.36 billion increase in interest-earning banking assets, as well as an increase in net interest margin. The increase in interest-earning banking assets was driven by a $2.05 billion increase in loans, due to broad-based growth in the portfolio, and a $1.16 billion increase in our available-for-sale securities portfolio. The net interest margin increased to 3.21% from 3.08% due to an increase in asset yields, partially offset by a less significant increase in the total cost of funds. The increase in the total assets yield resulted from an increase in the loan portfolio yield, a result of the overall rise in market interest rates. The total cost of funds increased primarily due to an increase in deposit costs. Corresponding to the increase in interest-earning banking assets, interest-bearing banking liabilities increased $3.20 billion.

The loan loss provision approximated the prior year quarter level due to additional reserves related to rising short-term interest rates, offset by lower reserve rates on pass-rated loans within the current year and the resolution of certain criticized loans in the prior year quarter.
Non-interest expenses (excluding provision for loan losses) increased $12 million, or 28%, primarily reflecting a $6 million increase in affiliate deposit account servicing fees due to an increase in client account balances.

74

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


The following table presents average balances, interest income and expense, the related yields and rates, and interest spreads and margins for RJ Bank:
 
 
Three months ended March 31,
 
 
2018
 
2017
$ in thousands
 
Average
balance
 
Interest
inc./exp.
 
Average
yield/
cost
 
Average
balance
 
Interest
inc./exp.
 
Average
yield/
cost
Interest-earning banking assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash
 
$
1,104,647

 
$
4,155

 
1.53
%
 
$
963,676

 
$
1,885

 
0.79
%
Available-for-sale securities
 
2,374,621

 
11,815

 
1.99
%
 
1,216,339

 
5,231

 
1.72
%
Bank loans, net of unearned income
 
 
 
 
 
 
 
 
 
 
 
 
Loans held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
C&I loans
 
7,553,398

 
78,171

 
4.14
%
 
7,364,683

 
68,956

 
3.75
%
CRE construction loans
 
176,430

 
2,207

 
5.00
%
 
140,960

 
1,522

 
4.32
%
CRE loans
 
3,186,221

 
32,249

 
4.05
%
 
2,790,332

 
23,691

 
3.40
%
Tax-exempt loans
 
1,148,144

 
7,355

 
3.39
%
 
855,636

 
5,494

 
3.95
%
Residential mortgage loans
 
3,329,165

 
25,743

 
3.09
%
 
2,738,798

 
20,412

 
2.98
%
SBL
 
2,572,407

 
25,452

 
3.96
%
 
2,033,862

 
16,550

 
3.25
%
Loans held for sale
 
145,247

 
1,347

 
3.75
%
 
137,523

 
1,161

 
3.47
%
Total loans, net
 
18,111,012

 
172,524

 
3.86
%
 
16,061,794

 
137,786

 
3.51
%
FHLB stock, Federal Reserve Bank of Atlanta (“FRB”) stock, and other
 
146,257

 
1,321

 
3.66
%
 
131,517

 
935

 
2.88
%
Total interest-earning banking assets
 
21,736,537

 
$
189,815

 
3.54
%
 
18,373,326


$
145,837

 
3.24
%
Non-interest-earning banking assets:
 
 

 
 

 
 

 
 

 
 

 
 

Unrealized loss on available-for-sale securities
 
(43,150
)
 
 

 
 

 
(10,842
)
 
 

 
 

Allowance for loan losses
 
(191,006
)
 
 

 
 

 
(198,330
)
 
 
 
 
Other assets
 
348,433

 
 

 
 

 
369,761

 
 

 
 

Total non-interest-earning banking assets
 
114,277

 
 

 
 

 
160,589

 
 

 
 

Total banking assets
 
$
21,850,814

 
 

 
 

 
$
18,533,915

 
 

 
 

Interest-bearing banking liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

Bank deposits:
 
 

 
 

 
 

 
 

 
 

 
 

Certificates of deposit
 
$
346,030

 
$
1,352

 
1.58
%
 
$
281,553

 
$
999

 
1.44
%
Savings, money market, and NOW accounts
 
18,584,891

 
11,666

 
0.25
%
 
15,676,924

 
2,901

 
0.08
%
FHLB advances and other
 
966,012

 
4,674

 
1.94
%
 
739,862

 
3,426

 
1.85
%
Total interest-bearing banking liabilities
 
19,896,933

 
$
17,692

 
0.36
%
 
16,698,339

 
$
7,326

 
0.18
%
Non-interest-bearing banking liabilities
 
80,498

 
 

 
 

 
101,092

 
 

 
 

Total banking liabilities
 
19,977,431

 
 

 
 

 
16,799,431

 
 

 
 

Total banking shareholder’s equity
 
1,873,383

 
 

 
 

 
1,734,484

 
 

 
 

Total banking liabilities and shareholder’s equity
 
$
21,850,814

 
 

 
 

 
$
18,533,915

 
 

 
 

Excess of interest-earning banking assets over interest-bearing banking liabilities/net interest income
 
$
1,839,604

 
$
172,123

 
 
 
$
1,674,987

 
$
138,511

 
 
Bank net interest:
 
 

 
 

 
 
 
 

 
 

 
 
Spread
 
 

 
 

 
3.18
%
 
 

 
 

 
3.06
%
Margin (net yield on interest-earning banking assets)
 
 

 
 

 
3.21
%
 
 

 
 

 
3.08
%
Ratio of interest-earning banking assets to interest-bearing banking liabilities
 
 

 
 

 
109.25
%
 
 

 
 
 
110.03
%

Nonaccrual loans are included in the average loan balances presented in the table above. Payment or income received on corporate nonaccrual loans are applied to principal. Income on other nonaccrual loans is recognized on a cash basis.

Fee income on loans included in interest income for the three months ended March 31, 2018 and 2017 was $6 million and $10 million, respectively.

The yield on tax-exempt loans in the table above is presented on a tax-equivalent basis utilizing the applicable federal statutory tax rates for each of the three months ended March 31, 2018 and 2017.


75

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning banking assets and liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on our interest-earning assets and the interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the previous period’s average yield/cost. Similarly, the effect of rate changes is calculated by multiplying the change in average yield/cost by the previous year’s volume. Changes attributable to both volume and rate have been allocated proportionately.
 
 
Three months ended March 31,
 
 
2018 compared to 2017
 
 
Increase/(decrease) due to
$ in thousands
 
Volume
 
Rate
 
Total
Interest revenue:
 
 
 
 
 
 
Interest-earning banking assets:
 
 
 
 
 
 
Cash
 
$
276

 
$
1,994

 
$
2,270

Available-for-sale securities
 
4,981

 
1,603

 
6,584

Bank loans, net of unearned income:
 
 
 
 
 
 
Loans held for investment:
 
 
 
 
 
 

C&I loans
 
1,767

 
7,448

 
9,215

CRE construction loans
 
383

 
302

 
685

CRE loans
 
3,361

 
5,197

 
8,558

Tax-exempt loans
 
1,878

 
(17
)
 
1,861

Residential mortgage loans
 
4,400

 
931

 
5,331

SBL
 
4,382

 
4,520

 
8,902

Loans held for sale
 
65

 
121

 
186

Total bank loans, net
 
16,236


18,502

 
34,738

FHLB stock, FRB stock, and other
 
105

 
281

 
386

Total interest-earning banking assets
 
21,598

 
22,380

 
43,978

Interest expense:
 
 

 
 

 


Interest-bearing banking liabilities:
 
 

 
 

 
 

Bank deposits:
 
 

 
 

 
 

Certificates of deposit
 
228

 
125

 
353

Savings, money market, and NOW accounts
 
538

 
8,227

 
8,765

FHLB advances and other
 
1,048

 
200

 
1,248

Total interest-bearing banking liabilities
 
1,814

 
8,552

 
10,366

Change in net interest income
 
$
19,784

 
$
13,828

 
$
33,612


Six months ended March 31, 2018 compared with the six months ended March 31, 2017

Net revenues of $344 million increased $65 million, or 23%, primarily reflecting an increase in net interest income. Pre-tax income of $232 million increased $36 million, or 18%.

Net interest income increased $62 million, or 23%, due to a $3.44 billion increase in interest-earning banking assets as well as an increase in net interest margin. The increase in interest-earning banking assets was driven by broad-based loan growth of $1.93 billion and a $1.23 billion increase in our available-for-sale securities portfolio. The net interest margin increased to 3.15% from 3.07%, due to an increase in asset yields, offset by a less significant increase in the total cost of funds. The total assets yield increase resulted from an increase in the loan portfolio yield and an increase in the yield on our available-for-sale portfolio, due to an increase in short-term interest rates. The total cost of funds increased due to an increase in deposit costs. Corresponding to the increase in interest-earning banking assets, interest-bearing banking liabilities increased $3.30 billion.

The loan loss provision increased by $2 million, primarily due to loan growth, partially offset by lower reserve rates on pass-rated loans as a result of improved credit characteristics.
Non-interest expenses (excluding provision for loan losses) increased $27 million, or 35%, primarily reflecting a $16 million increase in affiliate deposit account servicing fees due to an increase in client account balances.


76

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


The following table presents average balances, interest income and expense, the related yields and rates, and interest spreads and margins for RJ Bank:
 
 
Six months ended March 31,
 
 
2018
 
2017
$ in thousands
 
Average
balance
 
Interest
inc./exp.
 
Average
yield/
cost
 
Average
balance
 
Interest
inc./exp.
 
Average
yield/
cost
Interest-earning banking assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash
 
$
1,230,928

 
$
8,587

 
1.40
%
 
$
934,459

 
$
3,129

 
0.67
%
Available-for-sale securities
 
2,270,483

 
21,958

 
1.93
%
 
1,042,712

 
8,308

 
1.59
%
Bank loans, net of unearned income
 
 

 
 
 
 
 
 
 
 
 
 
Loans held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
C&I loans
 
7,482,634

 
151,963

 
4.02
%
 
7,421,700

 
140,262

 
3.75
%
CRE construction loans
 
158,254

 
3,930

 
4.91
%
 
136,687

 
3,027

 
4.38
%
CRE loans
 
3,110,590

 
61,008

 
3.88
%
 
2,668,802

 
45,945

 
3.41
%
Tax-exempt loans
 
1,093,384

 
14,061

 
3.41
%
 
831,637

 
10,740

 
3.97
%
Residential mortgage loans
 
3,286,788

 
50,533

 
3.08
%
 
2,647,948

 
38,976

 
2.91
%
SBL
 
2,521,174

 
48,692

 
3.82
%
 
1,992,301

 
31,939

 
3.17
%
Loans held for sale
 
130,403

 
2,357

 
3.62
%
 
159,021

 
2,422

 
3.08
%
Total loans, net
 
17,783,227

 
332,544

 
3.76
%
 
15,858,096

 
273,311

 
3.49
%
FHLB stock, FRB stock, and other
 
138,452

 
2,721

 
3.94
%
 
151,889

 
1,863

 
2.46
%
Total interest-earning banking assets
 
21,423,090

 
$
365,810

 
3.43
%
 
17,987,156

 
$
286,611

 
3.22
%
Non-interest-earning banking assets:
 
 

 
 

 
 

 
 

 
 

 
 

Unrealized loss on available-for-sale securities
 
(29,177
)
 
 

 
 

 
(7,958
)
 
 

 
 

Allowance for loan losses
 
(190,752
)
 
 

 
 

 
(197,605
)
 
 

 
 

Other assets
 
375,936

 
 

 
 

 
364,156

 
 

 
 

Total non-interest-earning banking assets
 
156,007

 
 

 
 

 
158,593

 
 

 
 

Total banking assets
 
$
21,579,097

 
 

 
 

 
$
18,145,749

 
 

 
 

Interest-bearing banking liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

Bank deposits:
 
 

 
 

 
 

 
 

 
 

 
 

Certificates of deposit
 
$
334,642

 
$
2,624

 
1.57
%
 
$
292,517

 
$
2,134

 
1.46
%
Savings, money market, and NOW accounts
 
18,322,098

 
18,611

 
0.20
%
 
15,278,513

 
5,057

 
0.07
%
FHLB advances and other
 
977,753

 
9,413

 
1.91
%
 
768,327

 
6,637

 
1.71
%
Total interest-bearing banking liabilities
 
19,634,493

 
$
30,648

 
0.31
%
 
16,339,357

 
$
13,828

 
0.17
%
Non-interest-bearing banking liabilities
 
87,052

 
 

 
 

 
93,937

 
 

 
 

Total banking liabilities
 
19,721,545

 
 

 
 

 
16,433,294

 
 

 
 

Total banking shareholder’s equity
 
1,857,552

 
 

 
 

 
1,712,455

 
 

 
 

Total banking liabilities and shareholder’s equity
 
$
21,579,097

 
 

 
 

 
$
18,145,749

 
 

 
 

Excess of interest-earning banking assets over interest-bearing banking liabilities/net interest income
 
$
1,788,597

 
$
335,162

 
 
 
$
1,647,799

 
$
272,783

 
 
Bank net interest:
 
 

 
 

 
 
 
 

 
 

 
 
Spread
 
 

 
 

 
3.12
%
 
 

 
 

 
3.05
%
Margin (net yield on interest-earning banking assets)
 
 

 
 

 
3.15
%
 
 

 
 

 
3.07
%
Ratio of interest-earning banking assets to interest-bearing banking liabilities
 
 

 
 

 
109.11
%
 
 

 
 
 
110.08
%

Nonaccrual loans are included in the average loan balances presented in the table above. Payment or income received on corporate nonaccrual loans are applied to principal. Income on other nonaccrual loans is recognized on a cash basis.

Fee income on loans included in interest income for the six months ended March 31, 2018 and 2017 was $13 million and $19 million, respectively.

The yield on tax-exempt loans in the table above is presented on a tax-equivalent basis utilizing the applicable federal statutory rates for each of the six months ended March 31, 2018 and 2017.


77

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning banking assets and liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on our interest-earning assets and the interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the previous period’s average yield/cost. Similarly, the effect of rate changes is calculated by multiplying the change in average yield/cost by the previous year’s volume. Changes attributable to both volume and rate have been allocated proportionately.
 
 
Six months ended March 31,
 
 
2018 compared to 2017
 
 
Increase/(decrease) due to
$ in thousands
 
Volume
 
Rate
 
Total
Interest revenue:
 
 
 
 
 
 
Interest-earning banking assets:
 
 
 
 
 
 
Cash
 
$
993

 
$
4,465

 
$
5,458

Available-for-sale securities
 
9,783

 
3,867

 
13,650

Bank loans, net of unearned income:
 
 
 
 
 
 
Loans held for investment:
 
 
 
 
 
 

C&I loans
 
1,152

 
10,549

 
11,701

CRE construction loans
 
477

 
426

 
903

CRE loans
 
7,606

 
7,457

 
15,063

Tax-exempt loans
 
3,380

 
(59
)
 
3,321

Residential mortgage loans
 
9,403

 
2,154

 
11,557

SBL
 
8,479

 
8,274

 
16,753

Loans held for sale
 
(436
)
 
371

 
(65
)
Total bank loans, net
 
30,061

 
29,172

 
59,233

FHLB stock, FRB stock, and other
 
(165
)
 
1,023

 
858

Total interest-earning banking assets
 
40,672

 
38,527

 
79,199

Interest expense:
 
 

 
 

 
 

Interest-bearing banking liabilities:
 
 

 
 

 
 

Bank deposits:
 
 

 
 

 
 

Certificates of deposit
 
307

 
183

 
490

Savings, money market, and NOW accounts
 
1,007

 
12,547

 
13,554

FHLB advances and other
 
1,810

 
966

 
2,776

Total interest-bearing banking liabilities
 
3,124

 
13,696

 
16,820

Change in net interest income
 
$
37,548

 
$
24,831

 
$
62,379



78

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Results of Operations – Other

This segment includes our private equity activities as well as certain corporate overhead costs of RJF, the interest cost on our public debt, and the acquisition and integration costs associated with certain acquisitions. For an overview of our Other segment operations, refer to the information presented in “Item 1 - Business” of our 2017 Form 10-K.

Operating results
 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
% change
 
2018
 
2017
 
% change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
8,540

 
$
5,474

 
56
 %
 
$
16,829

 
$
10,162

 
66
 %
Realized/unrealized gains - private equity investments
 
10,641

 
7,443

 
43
 %
 
17,581

 
18,087

 
(3
)%
Other
 
1,498

 
3,092

 
(52
)%
 
2,652

 
3,219

 
(18
)%
Total revenues
 
20,679

 
16,009

 
29
 %
 
37,062

 
31,468

 
18
 %
Interest expense
 
(18,847
)
 
(24,027
)
 
(22
)%
 
(38,150
)
 
(49,129
)
 
(22
)%
Net revenues
 
1,832

 
(8,018
)
 
NM

 
(1,088
)
 
(17,661
)
 
94
 %
Non-interest expenses:
 
 
 
 
 


 
 
 
 
 


Compensation and other
 
17,545

 
17,266

 
2
 %
 
30,600

 
27,375

 
12
 %
Acquisition-related expenses
 

 
1,086

 
(100
)%
 
3,927

 
13,752

 
(71
)%
Losses on extinguishment of debt
 

 
8,282

 
(100
)%
 

 
8,282

 
(100
)%
Total non-interest expenses
 
17,545

 
26,634

 
(34
)%
 
34,527

 
49,409

 
(30
)%
Loss before taxes and including noncontrolling interests
 
(15,713
)
 
(34,652
)
 
55
 %
 
(35,615
)
 
(67,070
)
 
47
 %
Noncontrolling interests
 
657

 
166

 
296
 %
 
936

 
2,201

 
(57
)%
Pre-tax loss excluding noncontrolling interests
 
$
(16,370
)
 
$
(34,818
)
 
53
 %
 
$
(36,551
)
 
$
(69,271
)
 
47
 %

Quarter ended March 31, 2018 compared with the quarter ended March 31, 2017

The pre-tax loss generated by this segment of $16 million decreased by $18 million, or 53%.

Net revenues in this segment increased $10 million, primarily due to a decrease in our net interest expense of $8 million resulting from a decrease in interest expense due to a decline in the average outstanding balance and average interest rate on our senior notes. Interest income increased as a result of the increase in interest rates and higher corporate cash balances. Net gains on our private equity investments increased $3 million.

Non-interest expenses decreased $9 million, as the prior year quarter included losses on extinguishment of certain of our senior notes, as well as acquisition-related expenses related to our acquisitions of Alex. Brown and 3Macs late in fiscal 2016.

Six months ended March 31, 2018 compared with the six months ended March 31, 2017

The pre-tax loss generated by this segment of $37 million decreased by $33 million, or 47%.

Net revenues in this segment increased $17 million due to a decrease in our net interest expense of $18 million, resulting from a decrease in interest expense as well as an increase in interest income. The decrease in interest expense was due to a decline in the average interest rate and average outstanding balance of our senior notes. Interest income increased primarily as a result of the increase in interest rates earned on higher corporate cash balances.

Non-interest expenses decreased $15 million due to lower acquisition-related expenses, as well as losses on extinguishment of certain of our senior notes incurred in the prior year period. Acquisition-related expenses for the six months ended March 31, 2018 related to incremental expenses incurred in connection with our acquisition of the Scout Group, which closed in November 2017. Prior year acquisition-related expenses primarily related to our acquisitions of Alex. Brown and 3Macs, which closed late in fiscal 2016.


79

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Certain statistical disclosures by bank holding companies

We are required to provide certain statistical disclosures required for bank holding companies under the SEC’s Industry Guide 3.  The following table provides certain of those disclosures.
 
Three months ended March 31,
 
Six months ended March 31,
 
2018
 
2017
 
2018
 
2017
Return on average assets
2.7%
 
1.4%
 
2.0%
 
1.6%
Return on average equity
16.7%
 
8.8%
 
12.6%
 
10.2%
Average equity to average assets
16.1%
 
15.9%
 
16.1%
 
15.8%
Dividend payout ratio
15.3%
 
28.6%
 
20.6%
 
24.9%
 
Return on average assets is computed by dividing annualized net income attributable to RJF for the period indicated by average assets for each respective period. Average assets for the quarter is computed by adding total assets as of the date indicated to the prior quarter-end total, and dividing by two. Average assets for the year is computed by adding total assets as of each quarter-end to the beginning of the year total, and dividing by three.

Return on average equity is computed by dividing annualized net income attributable to RJF for the period indicated by average equity attributable to RJF for each respective period. Average equity for the quarter is computed by adding the total equity attributable to RJF as of the date indicated to the prior quarter-end total, and dividing by two. Average equity for year to date is computed by adding the total equity attributable to RJF as of each quarter-end to the beginning of the year total, and dividing by three.

Average equity to average assets is computed by dividing average equity by average assets as calculated in the above explanations.

Dividend payout ratio is computed by dividing dividends declared per common share during the period by diluted earnings per common share.

Refer to the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk management - Credit risk” and to the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for other required disclosures.

Liquidity and capital resources

Liquidity is essential to our business.  The primary goal of our liquidity management activities is to ensure adequate funding to conduct our business over a range of economic and market environments.

Senior management establishes our liquidity and capital management framework. This framework includes senior management’s review of short- and long-term cash flow forecasts, review of monthly capital expenditures, monitoring of the availability of alternative sources of financing, and daily monitoring of liquidity in our significant subsidiaries. Our decisions on the allocation of capital to our business units consider, among other factors, projected profitability and cash flow, risk, and impact on future liquidity needs. Our treasury department assists in evaluating, monitoring and controlling the impact that our business activities have on our financial condition, liquidity and capital structure, and maintains our relationships with various lenders. The objectives of these policies are to support the successful execution of our business strategies while ensuring ongoing and sufficient liquidity.

Liquidity is provided primarily through our business operations and financing activities.  Financing activities could include bank borrowings, repurchase agreement transactions or additional capital raising activities under our “universal” shelf registration statement.

Cash provided by operating activities during the six months ended March 31, 2018 was $987 million. In addition to operating cash flows related to net income, other increases in cash from operations included:

An increase of $770 million in brokerage client payables and other accounts payable, in part due to increased client cash balances in our client interest program.
A decrease of $381 million in assets segregated pursuant to regulations and other segregated assets.

Offsetting these, cash used in operations resulted from:

An increase in net trading instruments of $166 million.
A decrease of $157 million in accrued compensation, commissions and benefits, in part resulting from the annual payment of certain incentive awards, net of current year accruals.

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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


An increase in our brokerage client receivables and other receivables of $126 million, including an increase in margin loans.
An increase of $124 million in securities purchased under agreements to resell, net of securities sold under agreements to repurchase.
A decrease in securities loaned, net of securities borrowed, of $105 million.

Investing activities resulted in the use of $1.81 billion of cash during the six months ended March 31, 2018.  

The primary investing activities were:
A net increase in RJ Bank loans used $1.15 billion.  
Purchases of available-for-sale securities held at RJ Bank, net of proceeds from maturations, repayments and redemptions within the portfolio, used $420 million.
We used $159 million, net of cash acquired, for our acquisition of the Scout Group.
We used $70 million to fund property investments, primarily software and computer equipment.

Financing activities provided $312 million of cash during the six months ended March 31, 2018.  

Increases in cash from financing activities resulted from:
An increase in RJ Bank deposit balances of $980 million, as RJ Bank retained a higher portion of RJBDP balances.
Proceeds of $300 million from borrowings on the RJF Credit Facility.

Offsetting these, decreases in cash from financing activities resulted from:
Net repayments of $610 million of lines of credit other than the RJF Credit Facility.
Repayments of $300 million of borrowings on the RJF Credit Facility.
Payment of dividends to our shareholders of $71 million.

We believe our existing assets, most of which are liquid in nature, together with funds generated from operations and available from committed and uncommitted financing facilities provide adequate funds for continuing operations at current levels of activity.

Sources of liquidity

Approximately $1.20 billion of our total March 31, 2018 cash and cash equivalents included cash on hand held at the parent, as well as parent cash loaned to RJ&A. Our cash and cash equivalents held were as follows: 
$ in thousands
 
March 31, 2018
RJF
 
$
484,242

RJ&A
 
1,104,111

RJ Bank
 
736,749

RJ Ltd.
 
429,254

RJFS
 
119,819

Carillon Tower Advisers
 
78,202

Other subsidiaries
 
187,561

Total cash and cash equivalents
 
$
3,139,938

 
RJF maintained depository accounts at RJ Bank with a balance of $193 million as of March 31, 2018. The portion of this total that is available on demand without restrictions, which amounted to $153 million at March 31, 2018, is reflected in the RJF total (and is excluded from the RJ Bank total).

RJF had loaned $742 million to RJ&A as of March 31, 2018 (such amount is included in the RJ&A cash balance), which RJ&A has invested on behalf of RJF in cash and cash equivalents or otherwise deployed in its normal business activities.

In addition to the cash balances described above, we have various other potential sources of cash available to the parent from subsidiaries, as described in the following section.

Liquidity available from subsidiaries

Liquidity is principally available to RJF, the parent company, from RJ&A and RJ Bank.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


RJ&A is required to maintain net capital equal to the greater of $1 million or 2% of aggregate debit balances arising from client transactions. In addition, covenants in RJ&A’s committed secured financing facilities require its net capital to be a minimum of 10% of aggregate debit items.  At March 31, 2018, RJ&A significantly exceeded both the minimum regulatory requirements and the covenants in its financing arrangements pertaining to net capital. At that date, RJ&A had excess net capital of $712 million, of which $339 million was available for dividend while still maintaining the internally-targeted net capital ratio of 15% of aggregate debit items.  There are also limitations on the amount of dividends that may be declared by a broker-dealer without Financial Industry Regulatory Authority approval.

RJ Bank may pay dividends to RJF without the prior approval of its regulator as long as the dividend does not exceed the sum of RJ Bank’s current calendar year and the previous two calendar years’ retained net income, and RJ Bank maintains its targeted regulatory capital ratios. At March 31, 2018, RJ Bank had $192 million of capital in excess of the amount it would need at March 31, 2018 to maintain its targeted total capital to risk-weighted assets ratio of 12.5%, and could pay a dividend of such amount without requiring prior approval of its regulator.

Although we have liquidity available to us from our other subsidiaries, the available amounts are not as significant as those described above and, in certain instances, may be subject to regulatory requirements.

Borrowings and financing arrangements

Committed financing arrangements

Our ability to borrow is dependent upon compliance with the conditions in the various loan agreements and, in the case of secured borrowings, collateral eligibility requirements. Our committed financing arrangements are in the form of either tri-party repurchase agreements or, in the case of the RJF Credit Facility, an unsecured line of credit. The required market value of the collateral associated with the committed secured facilities ranges from 102% to 125% of the amount financed.

The following table presents our committed financing arrangements with third-party lenders, which we generally utilize to finance a portion of our fixed income trading instruments held, and the outstanding balances related thereto:

 
 
March 31, 2018
$ in thousands
 
RJ&A
 
RJF
 
Total
 
Total number of arrangements
Financing arrangement:
 
 
 
 
 
 
 
 
Committed secured
 
$
300,000

 
$

 
$
300,000

 
3

Committed unsecured
 

 
300,000

 
300,000

 
1

Total committed financing arrangements
 
$
300,000

 
$
300,000

 
$
600,000

 
4

 
 
 
 
 
 
 
 
 
Outstanding borrowing amount:
 
 
 
 
 
 
 
 
Committed secured
 
$

 
$

 
$

 
 
Committed unsecured
 

 

 

 
 
Total outstanding borrowing amount
 
$

 
$

 
$

 
 
 
Uncommitted financing arrangements

Our uncommitted financing arrangements are in the form of secured lines of credit, secured bilateral or tri-party repurchase agreements, or unsecured lines of credit. Our arrangements with third-party lenders are generally utilized to finance a portion of our fixed income securities or for cash management purposes. Our uncommitted secured financing arrangements generally require us to post collateral in excess of the amount borrowed. As of March 31, 2018, we had outstanding borrowings under four uncommitted secured borrowing arrangements with lenders out of a total of 14 uncommitted financing arrangements (eight uncommitted secured and six uncommitted unsecured). However, lenders are under no contractual obligation to lend to us under uncommitted credit facilities.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


The following table presents our borrowings on uncommitted financing arrangements, all of which were in RJ&A.
$ in thousands
 
March 31, 2018
Outstanding borrowing amount:
 
 
Uncommitted secured
 
$
142,791

Uncommitted unsecured
 

Total outstanding borrowing amount
 
$
142,791


Other financings

RJ Bank had $875 million in FHLB borrowings outstanding at March 31, 2018, comprised of floating-rate advances totaling $850 million and a $25 million fixed-rate advance, all of which were secured by a blanket lien on RJ Bank’s residential mortgage loan portfolio (see Note 12 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for additional information regarding these borrowings). RJ Bank had an additional $1.58 billion in immediate credit available from the FHLB as of March 31, 2018 and, with the pledge of additional collateral to the FHLB, total available credit of 30% of total assets.

RJ Bank is eligible to participate in the Fed’s discount-window program; however, we do not view borrowings from the Fed as a primary source of funding.  The credit available in this program is subject to periodic review, may be terminated or reduced at the discretion of the Fed, and would be secured by pledged C&I loans.

From time to time we enter into repurchase agreements and reverse repurchase agreements.  We account for each of these types of transactions as collateralized agreements and financings, with the outstanding balances on the repurchase agreements included in “Securities sold under agreements to repurchase” on our Condensed Consolidated Statements of Financial Condition included in this Form 10-Q, in the amount of $143 million as of March 31, 2018 (which are reflected in the table of uncommitted financing arrangements). Such financings are generally collateralized by non-customer, RJ&A-owned securities or by securities that we have received as collateral under reverse repurchase agreements.
 
The average daily balance outstanding during the five most recent successive quarters, the maximum month-end balance outstanding during the quarter and the period-end balances for repurchase agreements and reverse repurchase agreements were as follows: 
 
 
Repurchase transactions
 
Reverse repurchase transactions
For the quarter ended:  ($ in thousands)
 
Average daily
balance
outstanding
 
Maximum month-end
balance outstanding
during the quarter
 
End of period
balance
outstanding
 
Average daily
balance
outstanding
 
Maximum month-end
balance outstanding
during the quarter
 
End of period
balance
outstanding
March 31, 2018
 
$
163,923

 
$
157,466

 
$
142,791

 
$
378,109

 
$
448,474

 
$
448,474

December 31, 2017
 
218,690

 
229,036

 
229,036

 
443,391

 
506,711

 
307,742

September 30, 2017
 
241,365

 
247,048

 
220,942

 
463,618

 
503,462

 
404,462

June 30, 2017
 
231,378

 
226,972

 
226,972

 
479,653

 
540,823

 
483,820

March 31, 2017
 
204,623

 
222,476

 
222,476

 
410,678

 
535,224

 
535,224


At March 31, 2018, in addition to the financing arrangements described above, we had $26 million outstanding on a mortgage loan for our St. Petersburg, Florida home-office complex, that is included in “Other borrowings” in our Condensed Consolidated Statements of Financial Condition included of this Form 10-Q.

At March 31, 2018, we had aggregate outstanding senior notes payable of $1.55 billion. Our senior notes payable, exclusive of any unaccreted premiums or discounts and debt issuance costs, is comprised of $250 million par 5.625% senior notes due 2024, $500 million par 3.625% senior notes due 2026, and $800 million par 4.95% senior notes due 2046. See Note 15 of our 2017 Form 10-K for additional information.

Our senior long-term debt ratings as of the most current report are:
Rating Agency
 
Rating
 
Outlook
Standard & Poor’s Ratings Services
 
BBB+
 
Stable
Moody’s Investors Services
 
Baa1
 
Stable


83

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Our current long-term debt ratings depend upon a number of factors, including industry dynamics, operating and economic environment, operating results, operating margins, earnings trends and volatility, balance sheet composition, liquidity and liquidity management, our capital structure, our overall risk management, business diversification and market share, and competitive position in the markets in which we operate. Deteriorations in any of these factors could impact our credit ratings.  Any rating downgrades could increase our costs in the event we were to obtain additional financing.

Should our credit rating be downgraded prior to a public debt offering, it is probable that we would have to offer a higher rate of interest to bond holders.  A downgrade to below investment grade may make a public debt offering difficult to execute on terms we would consider to be favorable. A downgrade below investment grade could result in the termination of certain derivative contracts and the counterparties to the derivative instruments could request immediate payment or demand immediate and ongoing overnight collateralization on our derivative instruments in liability positions (see Note 6 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for additional information). A credit downgrade could damage our reputation and result in certain counterparties limiting their business with us, result in negative comments by analysts, and potentially negatively impact investor perception of us, and cause a decline in our stock price and/or our clients’ perception of us. A credit downgrade would result in RJF incurring a higher commitment fee on any unused balance on one of its borrowing arrangements, the $300 million RJF Credit Facility, in addition to triggering a higher interest rate applicable to any borrowings outstanding on that line as of and subsequent to such downgrade. Conversely, an improvement in RJF’s current credit rating could have a favorable impact on the commitment fee, as well as the interest rate, applicable to any borrowings on such line. None of our borrowing arrangements contain a condition or event of default related to our credit ratings.  

Other sources and uses of liquidity

We have COLI policies which are utilized to fund certain non-qualified deferred compensation plans and other employee benefit plans. Certain of our non-qualified deferred compensation plans and other employee benefit plans are self-directed while others are company-directed. The COLI policies that we could readily borrow against had a cash surrender value of approximately $466 million as of March 31, 2018, comprised of $262 million related to employee-directed plans and $204 million related to company-directed plans, and we were able to borrow up to 90%, or $419 million, of the March 31, 2018 total without restriction.  To effect any such borrowing, the underlying investments would be converted to money market investments, therefore requiring us to take market risk related to the employee-directed plans. There were no borrowings outstanding against any of these policies as of March 31, 2018.

On May 22, 2015, we filed a “universal” shelf registration statement with the SEC to be in a position to access the capital markets if and when necessary or perceived by us to be opportune.

See the “Contractual obligations” section below for information regarding our contractual obligations.

Statement of financial condition analysis

The assets on our condensed consolidated statement of financial condition consisted primarily of cash and cash equivalents (a large portion of which is segregated for the benefit of clients), receivables including bank loans, financial instruments held for either trading purposes or as investments, and other assets.  A significant portion of our assets were liquid in nature, providing us with flexibility in financing our business.  

Total assets of $36.03 billion as of March 31, 2018 were $1.15 billion, or 3%, greater than our total assets as of September 30, 2017. Net bank loans receivable increased $1.14 billion, reflecting growth across the portfolio during the period. Our available-for-sale securities portfolio increased $371 million, as we increased our investments in such securities during the period in line with our growth plan for this portfolio. Goodwill and identifiable intangible assets increased $154 million, due to the Scout Group acquisition. Brokerage client receivables increased $108 million, primarily due to increased margin lending. Offsetting these increases was a decrease in our cash and cash equivalents balances of $530 million; refer to the discussion of the components of this decrease in the “Liquidity and Capital Resources” section within this MD&A. Assets segregated pursuant to regulations and other segregated assets decreased $397 million.

As of March 31, 2018, our total liabilities of $29.99 billion were $799 million, or 3%, greater than our total liabilities as of September 30, 2017. Bank deposit liabilities increased $980 million, as RJ Bank retained a higher portion of RJBDP balances to fund a portion of our increased securities portfolio and net loan growth. Brokerage client payable balances increased $542 million, reflecting an increase in client cash balances in our client interest program. Offsetting these increases was a decrease in other borrowings of $612 million due to the repayment of certain borrowings during the period. Accrued compensation, commissions and benefits decreased $158 million as a result of annual payments of certain incentive compensation during the period.

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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Contractual obligations

The Tax Act, which was enacted in December 2017, includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries, which is permitted to be paid in annual installments over a period of 8 years based on the schedule outlined in the Tax Act. We currently estimate this transition tax to be $9 million (which excludes the related state tax liability), which is included in our provision for income taxes in our Condensed Consolidated Statements of Income and Comprehensive Income for the six months ended March 31, 2018.
Other than the item described above, as of March 31, 2018, there have been no material changes in our contractual obligations presented in our 2017 Form 10-K, other than in the ordinary course of business. See Note 14 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for additional information regarding certain commitments as of March 31, 2018.

Regulatory

Refer to the discussion of the regulatory environment in which we operate and the impact on our operations of certain rules and regulations in Item 1 “Business - Regulation” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory” of our 2017 Form 10-K.

On March 15, 2018, the United States Court of Appeals for the Fifth Circuit vacated the U.S. Department of Labor’s final regulation (the “DOL Rule”) expanding the definition of who is deemed an “investment advice fiduciary” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). We are continuing to review implications of the court’s ruling, including on recent changes we have implemented as a result of the DOL Rule.

In addition, pursuant to the Dodd-Frank Act, the SEC voted on April 18, 2018 to move forward its new proposed rules to raise the standards of conduct for broker-dealers when making recommendations of securities transactions or investment strategies (“Regulation Best Interest”). We continue to review the proposal, which is in a comment period, including its potential implications to the firm.

RJF and many of its subsidiaries are each subject to various regulatory capital requirements. As of March 31, 2018, all of our active regulated domestic and international subsidiaries had net capital in excess of minimum requirements. In addition, RJF and RJ Bank were categorized as “well capitalized” as of March 31, 2018.

The maintenance of certain risk-based regulatory capital levels could impact various capital allocation decisions impacting one or more of our businesses.  However, due to the strong capital position of RJF and its regulated subsidiaries, we do not anticipate these capital requirements will have a negative impact on our future business activities.

See Note 18 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further information on regulatory capital requirements.

Critical accounting estimates

The condensed consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during any reporting period in our condensed consolidated financial statements. Management has established detailed policies and control procedures intended to ensure the appropriateness of such estimates and assumptions and their consistent application from period to period. For a description of our significant accounting policies, see Note 2 of the Notes to Consolidated Financial Statements of our 2017 Form 10-K.

We believe that of our accounting estimates and assumptions, those described below involve a high degree of judgment and complexity. Due to their nature, estimates involve judgment based upon available information. Actual results or amounts could differ from estimates and the difference could have a material impact on the consolidated financial statements. Therefore, understanding these critical accounting estimates is important in understanding our reported results of operations and financial position.

Valuation of financial instruments

The use of fair value to measure financial instruments, with related gains or losses recognized in our Condensed Consolidated Statements of Income and Comprehensive Income, is fundamental to our financial statements and our risk management processes. See Note 2 of our 2017 Form 10-K for a discussion of our fair value accounting policies regarding financial instruments owned and financial instruments sold but not yet purchased.

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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Assets and liabilities measured at fair value on a recurring basis

As of March 31, 2018, 11% of our total assets and 2% of our total liabilities were financial instruments measured at fair value on a recurring basis. Financial instrument which were assets measured at fair value on a recurring basis categorized as Level 3 amounted to $206 million as of March 31, 2018 and represented 5% of our assets measured at fair value. Of the Level 3 assets as of March 31, 2018, our ARS positions comprised $108 million, or 53%, and our private equity investments not measured at NAV comprised $96 million, or 47%, of the total.  Level 3 assets represented 3% of total equity as of March 31, 2018.

Our investments in private equity measured at NAV amounted to $97 million at March 31, 2018.

Financial instruments which were liabilities categorized as Level 3 were $1 million as of March 31, 2018.

See Notes 4, 5 and 6 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for additional information on our financial instruments at fair value.

Loss provisions

Refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical accounting estimates - Loss provisions” of our 2017 Form 10-K for more information.

Loss provisions arising from legal and regulatory matters

The recorded amount of liabilities related to legal and regulatory matters is subject to significant management judgment. For a description of the significant estimates and judgments associated with establishing such accruals, see the “Contingent liabilities” section of Note 2 of our 2017 Form 10-K. In addition, refer to Note 14 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for information regarding legal and regulatory matter contingencies as of March 31, 2018.

Loss provisions arising from operations of our Broker-Dealers

The recorded amounts of loss provisions associated with brokerage client receivables and loans to financial advisors and certain key revenue producers are subject to significant management judgment. For a description of the significant estimates and judgments associated with establishing these broker-dealer related loss provisions and the related allowances for doubtful accounts, see the “Brokerage client receivables, net” and “Loans to financial advisors, net” sections of Note 2 of our 2017 Form 10-K and Note 2 of this Form 10-Q for information regarding the allowance for doubtful accounts associated with loans to financial advisors as of March 31, 2018.

Loan loss provisions arising from operations of RJ Bank

RJ Bank provides an allowance for loan losses which reflects our continuing evaluation of the probable losses inherent in the loan portfolio. See the discussion regarding RJ Bank’s methodology in estimating its allowance for loan losses in Note 2 of our 2017 Form 10-K.

At March 31, 2018, the amortized cost of all RJ Bank loans was $18.3 billion and an allowance for loan losses of $195 million was recorded against that balance. The total allowance for loan losses was equal to 1.07% of the amortized cost of the loan portfolio.

RJ Bank’s process of evaluating its probable loan losses includes a complex analysis of several quantitative and qualitative factors, requiring a substantial amount of judgment. As a result, the allowance for loan losses could be insufficient to cover actual losses. In such an event, any losses in excess of our allowance would result in a decrease in our net income, as well as a decrease in the level of regulatory capital at RJ Bank.

Recent accounting developments

For information regarding our recent accounting developments, see Note 2 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Off-Balance sheet arrangements

For information regarding our off-balance sheet arrangements, see Note 22 of the Notes to Consolidated Financial Statements of our 2017 Form 10-K and Note 14 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

Effects of inflation

Our assets are primarily liquid in nature and are not significantly affected by inflation. However, the rate of inflation affects our expenses, including employee compensation, communications and information processing, and occupancy costs, which may not be readily recoverable through charges for services we provide to our clients.

Risk management

Risks are an inherent part of our business and activities. Management of these risks is critical to our fiscal soundness and profitability. Our risk management processes are multi-faceted and require communication, judgment and knowledge of financial products and markets. We have a formal Enterprise Risk Management (“ERM”) program to assess and review aggregate risks across the firm. Our management takes an active role in the ERM process, which requires specific administrative and business functions to participate in the identification, assessment, monitoring and control of various risks. The results of this process are extensively documented and reported to executive management and the RJF Audit and Risk Committee of the Board of Directors.

The principal risks related to our business activities are market, credit, liquidity, operational, model, and regulatory and legal.

Market risk

Market risk is our risk of loss resulting from the impact of changes in market prices on our inventory, derivative and investment positions. We have exposure to market risk primarily through our broker-dealer trading operations and, to a lesser extent, through our banking operations. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Market risk” of our 2017 Form 10-K for a discussion of our market risk including how we manage such risk. See Notes 4, 5 and 6 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for fair value and other information regarding our trading inventories, available-for-sale securities and derivative instruments.

Interest rate risk

Trading activities

We are exposed to interest rate risk as a result of our trading inventories (primarily comprised of fixed income instruments) in our Capital Markets segment. We actively manage the interest rate risk arising from our fixed income trading securities through the use of hedging strategies that involve U.S. Treasury securities, futures contracts, liquid spread products and derivatives.

We monitor daily, the Value-at-Risk (“VaR”) for all of our trading portfolios. VaR is an appropriate statistical technique for estimating potential losses in trading portfolios due to typical adverse market movements over a specified time horizon with a suitable confidence level. We apply the Fed’s Market Risk Rule (“MRR”) for the purpose of calculating our capital ratios. The MRR, also known as the “Risk-Based Capital Guidelines: Market Risk” rule released by the Fed, OCC and FDIC, requires us to calculate VaR numbers for all of our trading portfolios, including fixed income, equity, foreign exchange and derivative instruments.

To calculate VaR, we use historical simulation. This approach assumes that historical changes in market conditions, such as in interest rates and equity prices, are representative of future changes. Simulation is based on daily market data for the previous twelve months. VaR is reported at a 99% confidence level for a one-day time horizon. Assuming that future market conditions change as they have in the past twelve months, we would expect to incur losses greater than those predicted by our one-day VaR estimates about once every 100 trading days, or about three times per year on average. For regulatory capital calculation purposes, we also report VaR numbers for a ten-day time horizon.

The Fed’s MRR requires us to perform daily back testing procedures of our VaR model, whereby we compare each day’s projected VaR to its regulatory-defined daily trading losses, which exclude fees, commissions, reserves, net interest income and intraday trading. Based on these daily “ex ante” versus “ex post comparisons, we determine whether the number of times that regulatory-defined daily trading losses exceed VaR is consistent with our expectations at a 99% confidence level. During the three and six months ended March 31, 2018, our regulatory-defined daily loss in our trading portfolios exceeded our predicted VaR once.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


The following table sets forth the high, low, period end and daily average VaR for all of our trading portfolios, including fixed income, equity, and derivative instruments, for the period and dates indicated: 
 
 
Six months ended March 31, 2018
 
Period end VaR
$ in thousands
 
High
 
Low
 
March 31,
2018
 
September 30,
2017
Daily VaR
 
$
2,256

 
$
654

 
$
1,492

 
$
1,427


 
 
Three months ended March 31,
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
 
2018
 
2017
Daily average VaR
 
$
1,177

 
$
1,967

 
$
1,390

 
$
1,819


The modeling of the risk characteristics of trading positions involves a number of assumptions and approximations. While management believes that its assumptions and approximations are reasonable, there is no uniform industry methodology for estimating VaR, and different assumptions or approximations could produce materially different VaR estimates. As a result, VaR statistics are more reliable when used as indicators of risk levels and trends within a firm than as a basis for inferring differences in risk-taking across firms.

Separately, RJF provides additional market risk disclosures to comply with the MRR. The results of the application of this market risk capital rule are available on our website under www.raymondjames.com/investor-relations/financial-report under “Market Risk Rule Disclosure.”

Should markets suddenly become more volatile, actual trading losses may exceed VaR results presented on a single day and might accumulate over a longer time horizon, such as a number of consecutive trading days. Accordingly, management applies additional controls including position limits, a daily review of trading results, review of the status of aged inventory, independent controls on pricing, monitoring of concentration risk, review of issuer ratings and stress testing. We utilize stress testing to complement our VaR analysis so as to measure risk under historical and hypothetical adverse scenarios. During volatile markets, we may choose to pare our trading inventories to reduce risk.  

As a part of our fixed income public finance operations, we enter into forward commitments to purchase GNMA or FNMA MBS which are issued on behalf of various state and local housing finance agencies.  These activities result in exposure to interest rate risk. In order to hedge the interest rate risk to which we would otherwise be exposed between the date of the commitment and the date of sale of the MBS, we enter into TBA security contracts with investors for generic MBS at specific rates and prices to be delivered on settlement dates in the future. See Note 14 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for additional information regarding these activities.

Banking operations

RJ Bank maintains an earning asset portfolio that is comprised of cash, C&I loans, tax-exempt loans, SBL, commercial and residential real estate loans, MBS and CMOs (both of which are held in the available-for-sale securities portfolio), Small Business Administration loan securitizations and a trading portfolio of corporate loans.  Those earning assets are primarily funded by client deposits.  Based on its current earning asset portfolio, RJ Bank is subject to interest rate risk.  In recent periods, RJ Bank has focused its interest rate risk analysis on the risk of market interest rates rising given the Federal Reserve Bank’s increases in short-term interest rates.  RJ Bank analyzes interest rate risk based on forecasted net interest income, which is the net amount of interest received and interest paid, and the net portfolio valuation, both in a range of interest rate scenarios.

One of the objectives of RJ Bank’s Asset Liability Management Committee is to manage the sensitivity of net interest income to changes in market interest rates. The methods used to measure this sensitivity are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Market risk” of our 2017 Form 10-K.

We utilize a hedging strategy using interest rate swaps as a result of RJ Bank’s asset and liability management process. For further information regarding this risk management objective, see the discussion of this hedging strategy in Note 2 of the Notes to Consolidated Financial Statements of our 2017 Form 10-K and in Note 6 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


The following table is an analysis of RJ Bank’s estimated net interest income over a 12 month period based on instantaneous shifts in interest rates (expressed in basis points) using RJ Bank’s own asset/liability model:
Instantaneous changes in rate
 
Net interest income
($ in thousands)
 
Projected change in
net interest income
+200
 
$722,743
 
(1.69)%
+100
 
$749,188
 
1.91%
0
 
$735,138
 
-100
 
$648,762
 
(11.75)%

Refer to “Management’s Discussion and Analysis - Net interest analysis” within this Form 10-Q for a discussion of the impact that an increase in short-term interest rates could have on the firm’s operations.

The following table shows the contractual maturities of RJ Bank’s loan portfolio at March 31, 2018, including contractual principal repayments.  This table does not, however, include any estimates of prepayments.  These prepayments could shorten the average loan lives and cause the actual timing of the loan repayments to differ significantly from those shown in the following table. Loan amounts in the table below exclude unearned income and deferred expenses.
 
 
Due in
$ in thousands
 
One year or less
 
> One year – five years
 
> 5 years
 
Total
Loans held for investment:
 
 

 
 

 
 
 
 

C&I loans
 
$
168,680

 
$
3,798,442

 
$
3,694,811

 
$
7,661,933

CRE construction loans
 
34,268

 
140,687

 

 
174,955

CRE loans
 
443,969

 
2,249,133

 
553,977

 
3,247,079

Tax-exempt loans
 

 
22,630

 
1,151,548

 
1,174,178

Residential mortgage loans
 
976

 
2,129

 
3,367,446

 
3,370,551

SBL
 
2,622,445

 
3,520

 

 
2,625,965

Total loans held for investment
 
3,270,338

 
6,216,541

 
8,767,782

 
18,254,661

Loans held for sale
 

 

 
110,759

 
110,759

Total loans
 
$
3,270,338

 
$
6,216,541

 
$
8,878,541

 
$
18,365,420


The following table shows the distribution of the recorded investment of those RJ Bank loans that mature in more than one year between fixed and adjustable interest rate loans at March 31, 2018. Loan amounts in the table below exclude unearned income and deferred expenses.
 
 
Interest rate type
$ in thousands
 
Fixed
 
Adjustable
 
Total
Loans held for investment:
 
 

 
 

 
 

C&I loans
 
$
1,700

 
$
7,491,553

 
$
7,493,253

CRE construction loans
 

 
140,687

 
140,687

CRE loans
 
77,899

 
2,725,211

 
2,803,110

Tax-exempt loans
 
1,142,278

 
31,900

 
1,174,178

Residential mortgage loans
 
237,086

 
3,132,489


3,369,575

SBL
 
3,520

 

 
3,520

Total loans held for investment
 
1,462,483

 
13,521,840

 
14,984,323

Loans held for sale
 
2,883

 
107,876

 
110,759

Total loans
 
$
1,465,366

 
$
13,629,716

 
$
15,095,082


Contractual loan terms for C&I, CRE, CRE construction and residential mortgage loans may include an interest rate floor and/or fixed interest rates for a certain period of time, which would impact the timing of the interest rate reset for the respective loan.

See the discussion within the “Management’s Discussion and Analysis - Risk management - Credit risk - Risk monitoring process” section of this Form 10-Q for additional information regarding RJ Bank’s interest-only residential mortgage loan portfolio.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


In our RJ Bank available-for-sale portfolio, we hold primarily fixed-rate agency MBS and CMOs which were carried at fair value in our Condensed Consolidated Statements of Financial Condition at March 31, 2018 with changes in the fair value of the portfolio recorded through “Other comprehensive income” in our Condensed Consolidated Statements of Income and Comprehensive Income. At March 31, 2018, our RJ Bank available-for-sale portfolio had a fair value $2.45 billion with a weighted-average yield of 2.15% and an average expected duration of three years. See Note 5 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for additional information on the fair value of these securities.

Other

We hold ARS, which are long-term variable rate securities tied to short-term interest rates, that are accounted for as available-for-sale and are carried at fair value on our Condensed Consolidated Statements of Financial Condition. These securities generally have embedded penalty interest rate provisions in the event auctions fail to set the security’s interest rate. These penalty rates are based upon a stated interest rate spread over what is typically a short-term base interest rate index.  As short-term interest rates rise, the penalty rate that is specified in the security increases.  Changes in interest rates impact the fair value of our ARS portfolio, as we estimate that at some level of increase in short-term interest rates, issuers of the securities will have the economic incentive to refinance (and thus prepay) the securities.  The faster and steeper short-term interest rates rise, the earlier prepayments will likely occur and the higher the fair value of the security. See Notes 4 and 5 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for additional information on these securities.

Equity price risk

We are exposed to equity price risk as a consequence of our capital markets activities. Our broker-dealer activities are primarily client-driven, with the objective of meeting clients’ needs while earning a trading profit to compensate for the risk associated with carrying inventory.  We attempt to reduce the risk of loss inherent in our inventory of equity securities by monitoring those security positions throughout each day and establishing position limits.

In addition, our private equity investments may be impacted by equity prices.

Foreign exchange risk

We are subject to foreign exchange risk due to our investments in foreign subsidiaries as well as transactions and resulting balances denominated in a currency other than the U.S. dollar. For example, a portion of our bank loan portfolio includes loans which are denominated in Canadian dollars totaling $1.13 billion and $1.00 billion at March 31, 2018 and September 30, 2017, respectively. A portion of such loans are held by RJ Bank’s Canadian subsidiary, which is discussed further below.

Investments in foreign subsidiaries

RJ Bank has an investment in a Canadian subsidiary, resulting in foreign exchange risk. To mitigate its foreign exchange risk, RJ Bank utilizes short-term, forward foreign exchange contracts. These derivative agreements are primarily accounted for as net investment hedges in the condensed consolidated financial statements. See Note 6 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further information regarding these derivative contracts.

We had foreign exchange risk in our investment in RJ Ltd. of CDN $330 million at March 31, 2018, which was not hedged. Foreign exchange gains/losses related to this investment are primarily reflected in other comprehensive income/(loss) (“OCI”) on our Condensed Consolidated Statements of Income and Comprehensive Income. See Note 15 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further information regarding all of our components of OCI.

We also have foreign exchange risk associated with our investments in subsidiaries located in the United Kingdom, Germany and France. These investments are not hedged and we do not believe we have material foreign exchange risk either individually, or in the aggregate, pertaining to these subsidiaries.

Transactions and resulting balances denominated in a currency other than the U.S. dollar

We are subject to foreign exchange risk due to our holdings of cash and certain other assets and liabilities resulting from transactions denominated in a currency other than the U.S. dollar. Any currency-related gains/losses arising from these foreign currency denominated balances are reflected in “Other revenues” in our Condensed Consolidated Statements of Income and Comprehensive Income. The foreign exchange risk associated with a portion of such transactions and balances denominated in foreign currency are mitigated utilizing short-term, forward foreign exchange contracts. Such derivatives are not designated hedges and therefore the related gains/losses

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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


associated with these contracts are included in “Other revenues” in our Condensed Consolidated Statements of Income and Comprehensive Income. See Note 6 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for information regarding our derivative contracts.

Credit risk

Credit risk is the risk of loss due to adverse changes in a borrower’s, issuer’s or counterparty’s ability to meet its financial obligations under contractual or agreed upon terms. The nature and amount of credit risk depends on the type of transaction, the structure and duration of that transaction, and the parties involved. Credit risk is an integral component of the profit assessment of lending and other financing activities. See further discussion of our credit risk, including how we manage such risk, in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Credit Risk” of our 2017 Form 10-K.

The Bank has substantial C&I, CRE, tax-exempt, SBL and residential mortgage loan portfolios.  A significant downturn in the overall economy, deterioration in real estate values or a significant issue within any sector or sectors where RJ Bank has a concentration could result in large provisions for loan losses and/or charge-offs.

Our allowance for loan losses is regularly evaluated with adjustments made on a quarterly basis. Several factors were taken into consideration in evaluating the allowance for loan losses at March 31, 2018, including the risk profile of the portfolios, net charge-offs during the period, the level of nonperforming loans and delinquency ratios. RJ Bank also considered the uncertainty related to certain industry sectors and the extent of credit exposure to specific borrowers within the portfolio. Finally, RJ Bank considered current economic conditions that might impact the portfolio. RJ Bank determined the allowance that was required for specific loan grades based on relative risk characteristics of the loan portfolio.
 
The following table presents RJ Bank’s changes in the allowance for loan losses:
 
 
Six months ended March 31,
$ in thousands
 
2018
 
2017
Allowance for loan losses beginning of year
 
$
190,442

 
$
197,378

Provision for loan losses
 
8,565

 
6,888

Charge-offs:
 
 
 
 

C&I loans
 
(4,176
)
 
(22,693
)
Residential mortgage loans
 
(299
)
 
(565
)
Total charge-offs
 
(4,475
)
 
(23,258
)
Recoveries:
 
 

 
 

CRE loans
 

 
5,013

Residential mortgage loans
 
760

 
360

Total recoveries
 
760

 
5,373

Net charge-offs
 
(3,715
)
 
(17,885
)
Foreign exchange translation adjustment
 
(440
)
 
(147
)
Allowance for loan losses end of period
 
$
194,852

 
$
186,234

Allowance for loan losses to bank loans outstanding
 
1.07
%
 
1.17
%

The loan loss provision increased to $8.6 million from $6.9 million in the prior year. See further explanation of the loan loss provision increase in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - RJ Bank” of this Form 10-Q. As a result of improved credit quality in the loan portfolio, the total allowance for loan losses to total to bank loans outstanding declined to 1.07% at March 31, 2018 from 1.17% at March 31, 2017.

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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


The following table presents net loan (charge-offs)/recoveries and the percentage of net loan (charge-offs)/recoveries to the average outstanding loan balances by loan portfolio segment: 
 
 
Three months ended March 31,
 
Six months ended March 31,
 
 
2018
 
2017
 
2018
 
2017
$ in thousands
 
Net loan
(charge-off)/recovery
amount
 
% of avg.
outstanding
loans
 
Net loan
(charge-off)/recovery
amount
 
% of avg.
outstanding
loans
 
Net loan
(charge-off)/recovery
amount
 
% of avg.
outstanding
loans
 
Net loan
(charge-off)/recovery
amount
 
% of avg.
outstanding
loans
C&I loans
 
$
(3,573
)
 
0.19
%
 
$
(19,304
)
 
1.05
%
 
$
(4,176
)
 
0.11
%
 
$
(22,693
)
 
0.61
%
CRE loans
 

 

 

 

 

 

 
5,013

 
0.38
%
Residential mortgage loans
 
(48
)
 
0.01
%
 
(183
)
 
0.03
%
 
461

 
0.03
%
 
(205
)
 
0.02
%
Total
 
$
(3,621
)
 
0.08
%
 
$
(19,487
)
 
0.49
%
 
$
(3,715
)
 
0.04
%
 
$
(17,885
)
 
0.23
%

The level of charge-off activity is a factor that is considered in evaluating the potential for severity of future credit losses. Net charge-offs for the six months ended March 31, 2018 decreased $14 million as compared to the prior year. The decrease was due to the prior year reflecting the resolution of one corporate C&I loan which resulted in a significant charge-off.

The table below presents the nonperforming loans balance and total allowance for loan losses:
 
 
March 31, 2018
 
September 30, 2017
$ in thousands
 
Nonperforming
loan balance
 
Allowance for
loan losses
balance
 
Loan category as a % of total loans receivable
 
Nonperforming
loan balance
 
Allowance for
loan losses
balance
 
Loan category as a % of total loans receivable
Loans held for investment:
 
 

 
 

 
 
 
 

 
 

 
 
C&I loans
 
$
4,014

 
$
(124,978
)
 
42
%
 
$
5,221

 
$
(119,901
)
 
43
%
CRE construction loans
 

 
(2,218
)
 
1
%
 

 
(1,421
)
 
1
%
CRE loans
 

 
(42,662
)
 
18
%
 

 
(41,749
)
 
18
%
Tax-exempt loans
 

 
(7,773
)
 
6
%
 

 
(6,381
)
 
6
%
Residential mortgage loans
 
30,585

 
(12,491
)
 
18
%
 
33,749

 
(16,691
)
 
18
%
SBL
 

 
(4,730
)
 
14
%
 

 
(4,299
)
 
14
%
Loans held for sale
 

 

 
1
%
 

 

 
%
Total
 
$
34,599

 
$
(194,852
)
 
100
%
 
$
38,970

 
$
(190,442
)
 
100
%
Total nonperforming loans as a % of RJ Bank total loans
 
0.19
%
 
 
 
 
 
0.23
%
 
 
 
 

The level of nonperforming loans is another indicator of potential future credit losses. The amount of nonperforming loans decreased during the six months ended March 31, 2018.  This decrease was due to a $3 million decrease in nonperforming residential mortgage loans and a $1 million decrease in nonperforming C&I loans. As of March 31, 2018, nonperforming residential mortgage loans included $1 million of loans which were 90 days or more past due and in the process of collection but were still accruing, as well as $26 million in loans for which $14 million in charge-offs was previously recorded, resulting in less exposure within the remaining balance.

The nonperforming loan balances above exclude $12 million and $14 million as of March 31, 2018 and September 30, 2017, respectively, of residential TDRs which were returned to accrual status in accordance with our policy. Total nonperforming assets, including other real estate acquired in the settlement of residential mortgages, amounted to $38 million and $44 million at March 31, 2018 and September 30, 2017, respectively. Total nonperforming assets as a percentage of RJ Bank total assets were 0.17% and 0.21% at March 31, 2018 and September 30, 2017, respectively.

Loan underwriting policies

RJ Bank’s underwriting policies for the major types of loans are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Credit Risk” of our 2017 Form 10-K. There were no material changes in RJ Bank’s underwriting policies during the six months ended March 31, 2018.


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Management's Discussion and Analysis


Risk monitoring process

Another component of credit risk strategy at RJ Bank is the ongoing risk monitoring and review processes for all residential, SBL, corporate and tax-exempt credit exposures, as well as our rigorous processes to manage and limit credit losses arising from loan delinquencies. There are various other factors included in these processes, depending on the loan portfolio. There were no material changes to those processes and policies during the six months ended March 31, 2018.

SBL and residential mortgage loans

The marketable collateral securing RJ Bank’s SBL is monitored on a daily basis. Collateral adjustments are made by the borrower as necessary to ensure RJ Bank’s loans are adequately secured, resulting in minimizing its credit risk. Collateral calls have been minimal relative to our SBL portfolio with no losses incurred to date. 

We track and review many factors to monitor credit risk in RJ Bank’s residential mortgage loan portfolio. The qualitative factors include, but are not limited to: loan performance trends, loan product parameters and qualification requirements, borrower credit scores, occupancy (i.e., owner occupied, second home or investment property), level of documentation, loan purpose, geographic concentrations, average loan size, loan policy exceptions and updated LTV ratios. These qualitative measures, while considered and reviewed in establishing the allowance for loan losses, have not resulted in any material quantitative adjustments to RJ Bank’s historical loss rates.

The following table presents a summary of delinquent residential mortgage loans, which is comprised of loans which are two or more payments past due as well as loans in the process of foreclosure.
 
 
Amount of delinquent residential loans
 
Delinquent residential loans as a percentage of outstanding loan balances
$ in thousands
 
30-89 days
 
90 days or more
 
Total
 
30-89 days
 
90 days or more
 
Total
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage loans:
 
 
 
 
 


 
 
 
 
 
 
First mortgage loans
 
$
3,943

 
$
18,678

 
$
22,621

 
0.12
%
 
0.55
%
 
0.67
%
Home equity loans/lines
 
269

 
114

 
383

 
0.97
%
 
0.41
%
 
1.38
%
Total residential mortgage loans
 
$
4,212

 
$
18,792

 
$
23,004

 
0.12
%
 
0.56
%
 
0.68
%
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
 

 
 

 
 

 
 

 
 

 
 

Residential mortgage loans:
 
 
 
 
 
 
 
 
 
 
 
 
First mortgage loans
 
$
3,061

 
$
19,823

 
$
22,884

 
0.10
%
 
0.63
%
 
0.73
%
Home equity loans/lines
 
248

 
18

 
266

 
0.91
%
 
0.07
%
 
0.98
%
Total residential mortgage loans
 
$
3,309

 
$
19,841

 
$
23,150

 
0.10
%
 
0.63
%
 
0.73
%

At March 31, 2018, loans over 30 days delinquent (including nonperforming loans) decreased to 0.68% of residential mortgage loans outstanding, compared to 0.73% over 30 days delinquent at September 30, 2017.  Our March 31, 2018 percentage continues to compare favorably to the national average for over 30 day delinquencies of 3.73% as most recently reported by the Fed. RJ Bank’s significantly lower delinquency rate as compared to its peers is the result of our uniform underwriting policies, the lack of subprime loans and the limited amount of non-traditional loan products.

Credit risk is also managed by diversifying the residential mortgage portfolio. The geographic concentrations (top five states) of RJ Bank’s one-to-four family residential mortgage loans were as follows:
March 31, 2018
 
September 30, 2017
 
Loans outstanding as a % of RJ Bank total residential mortgage loans
 
Loans outstanding as a % of RJ Bank total loans
 
 
Loans outstanding as a % of RJ Bank total residential mortgage loans
 
Loans outstanding as a % of RJ Bank total loans
CA
24.7%
 
4.6%
 
CA
23.8%
 
4.4%
FL
17.9%
 
3.3%
 
FL
18.9%
 
3.5%
TX
7.6%
 
1.4%
 
TX
7.8%
 
1.4%
NY
7.2%
 
1.3%
 
NY
6.8%
 
1.3%
CO
3.5%
 
0.6%
 
CO
3.4%
 
0.6%


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


Loans where borrowers may be subject to payment increases include adjustable rate mortgage loans with terms that initially require payment of interest only.  Payments may increase significantly when the interest-only period ends and the loan principal begins to amortize.  At March 31, 2018 and September 30, 2017, these loans totaled $805 million and $683 million, respectively, or approximately 25% and 20% of the residential mortgage portfolio, respectively. The weighted average number of years before the remainder of the loans, which were still in their interest-only period at March 31, 2018, begins amortizing is 6.8 years.  

A component of credit risk management for the residential portfolio is the LTV and borrower credit score at origination or purchase. The most recent weighted-average LTV/FICO scores at origination of RJ Bank’s residential first mortgage loan portfolio were as follows:
 
March 31, 2018
 
September 30, 2017
Residential first mortgage loan weighted-average LTV/FICO
65%/762
 
65%/758

The average estimated LTV was approximately 55% for the total residential mortgage loan portfolio. Residential mortgage loans with estimated LTVs in excess of 100% represented much less than 1% of the residential mortgage loan portfolio as of March 31, 2018. Credit risk management considers this data in conjunction with delinquency statistics, loss experience and economic circumstances to establish appropriate allowance for loan losses for the residential mortgage loan portfolio.

Corporate and tax-exempt loans

Other than loans classified as nonperforming, the amount of corporate and tax-exempt loans that were delinquent greater than 30 days was not significant as of March 31, 2018.

Credit risk is also managed by diversifying the corporate loan portfolio. RJ Bank’s corporate loan portfolio does not contain a significant concentration in any single industry. The industry concentrations (top five categories) of RJ Bank’s corporate loans were as follows:
March 31, 2018
 
September 30, 2017
 
Loans outstanding as a % of RJ Bank total corporate loans
 
Loans outstanding as a % of RJ Bank total loans
 
 
Loans outstanding as a % of RJ Bank total corporate loans
 
Loans outstanding as a % of RJ Bank total loans
Power & infrastructure
5.4%
 
3.6%
 
Office (real estate)
5.9%
 
4.0%
Office (real estate)
5.2%
 
3.5%
 
Retail real estate
5.3%
 
3.6%
Retail real estate
4.8%
 
3.2%
 
Power & infrastructure
5.3%
 
3.6%
Consumer products and services
4.7%
 
3.2%
 
Consumer products and services
5.2%
 
3.5%
Hospitality
4.4%
 
3.0%
 
Hospitality
4.7%
 
3.2%

Liquidity risk

See the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and capital resources” of this Form 10-Q for information regarding our liquidity and how we manage liquidity risk.

Operational risk

Operational risk generally refers to the risk of loss resulting from our operations, including, but not limited to, business disruptions, improper or unauthorized execution and processing of transactions, deficiencies in our technology or financial operating systems and inadequacies or breaches in our control processes including cyber security incidents. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Operational risk” of our 2017 Form 10-K for a discussion of our operational risk and certain of our risk mitigation processes. There have been no material changes in such processes during the six months ended March 31, 2018.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
Management's Discussion and Analysis


As more fully described in the discussion of our business technology risks included in various risk factors presented in “Item 1A - Risk Factors” of our 2017 Form 10-K, despite our implementation of protective measures and endeavoring to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to human error, natural disasters, power loss, spam attacks, unauthorized access, distributed denial of service attacks, computer viruses and other malicious code and other events that could have an impact on the security and stability of our operations.  Notwithstanding the precautions we take, if one or more of these events were to occur, this could jeopardize the information we confidentially maintain, including that of our clients and counterparties, which is processed, stored in and transmitted through our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our clients or counterparties. To-date, we have not experienced any material losses relating to cyberattacks or other information security breaches; however, there can be no assurances that we will not suffer such losses in the future. 

Model Risk

Model risk refers to the possibility of unintended business outcomes arising from the design, implementation or use of models. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Model Risk” of our 2017 Form 10-K for information regarding how we utilize models throughout the firm and how we manage model risk.

Regulatory and legal risk

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Regulatory and legal risk” of our 2017 Form 10-K for information on our regulatory and legal risks, including how we manage such risks. There have been no material changes in our risk mitigation processes during the six months ended March 31, 2018.

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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk management” of this Form 10-Q for our quantitative and qualitative disclosures about market risk.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls are procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1A. RISK FACTORS

Not applicable.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

ITEM 2.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We purchase our own stock from time to time in conjunction with a number of activities, each of which is described below. The following table presents information on our purchases of our own stock, on a monthly basis, for the six months ended March 31, 2018:
 
Total number of shares
purchased
 
Average price
per share
 
Number of shares purchased as part of publicly announced plans or programs
 
Approximate dollar value (in thousands) at each month-end, of securities that may yet be purchased under the plans or programs
 
 
 
 
 
 
 
 
October 1, 2017 – October 31, 2017
8,493

 
$
85.25

 

 
$
135,671

November 1, 2017 – November 30, 2017
18,539

 
$
85.32

 

 
$
135,671

December 1, 2017 – December 31, 2017
205,504

 
$
87.32

 

 
$
135,671

First quarter
232,536

 
$
87.08

 

 
 
 
 
 
 
 
 
 
 
January 1, 2018 – January 31, 2018
18,887

 
$
91.47

 

 
$
135,671

February 1, 2018 – February 28, 2018
5,708

 
$
91.85

 

 
$
135,671

March 1, 2018 – March 31, 2018
861

 
$
97.04

 

 
$
135,671

Second quarter
25,456

 
$
91.74

 

 


Fiscal year-to-date total
257,992

 
$
87.54

 

 



Of the total for the six months ended March 31, 2018, share purchases for the trust fund established to acquire our common stock in the open market and used to settle RSUs granted as a retention vehicle for certain employees of our wholly owned Canadian subsidiary approximated 77 thousand shares, for a total consideration of $7 million (for more information on this trust fund, see Note 2 of the Notes to Consolidated Financial Statements of our 2017 Form 10-K and Note 9 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q). These activities do not utilize the repurchase authority presented in the table above.

We also repurchase shares when employees surrender shares as payment for option exercises or withholding taxes.  Of the total for the six months ended March 31, 2018, shares surrendered to us by employees for such purposes approximated 181 thousand shares, for a total consideration of $16 million. These activities do not utilize the repurchase authority presented in the table above.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.
OTHER INFORMATION

Not applicable.


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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

ITEM 6.
EXHIBITS
Exhibit Number

Description
3.1

3.2

10.1

11

Statement Re: Computation of per Share Earnings (the calculation of per share earnings is included in Part I, Item 1 in the Notes to Condensed Consolidated Financial Statements (Earnings Per Share) and is omitted here in accordance with Section (b)(11) of Item 601 of Regulation S-K).
12

31.1

31.2

32

101.INS

XBRL Instance Document.
101.SCH

XBRL Taxonomy Extension Schema Document.
101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB

XBRL Taxonomy Extension Label Linkbase Document.
101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
RAYMOND JAMES FINANCIAL, INC.
 
 
 
(Registrant)
 
 
 
 
Date:
May 8, 2018
 
/s/ Paul C. Reilly
 
 
 
Paul C. Reilly
 
 
 
Chairman and Chief Executive Officer
 
 
 
 
Date:
May 8, 2018
 
/s/ Jeffrey P. Julien
 
 
 
Jeffrey P. Julien
 
 
 
Executive Vice President - Finance and Chief Financial Officer

98