Raymond James Financial (RJF) 10-Q 2018 Q2 Quarterly report

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

INDEX
		PAGE
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Financial Condition as of March 31, 2018 and September 30, 2017 (Unaudited)	3
	Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended March 31, 2018 and March 31, 2017 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended March 31, 2018 and March 31, 2017 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2018 and March 31, 2017 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)
	Note 1 - Organization and basis of presentation	8
	Note 2 - Update of significant accounting policies	8
	Note 3 - Acquisitions	11
	Note 4 - Fair value	13
	Note 5 - Available-for-sale securities	23
	Note 6 - Derivative financial instruments	25
	Note 7 - Collateralized agreements and financings	28
	Note 8 - Bank loans, net	29
	Note 9 - Variable interest entities	36
	Note 10 - Goodwill and identifiable intangible assets, net	38
	Note 11 - Bank deposits	41
	Note 12 - Other borrowings	42
	Note 13 - Income taxes	42
	Note 14 - Commitments, contingencies and guarantees	44
	Note 15 - Accumulated other comprehensive income/(loss)	47
	Note 16 - Interest income and interest expense	50
	Note 17 - Share-based and other compensation	50
	Note 18 - Regulatory capital requirements	52
	Note 19 - Earnings per share	54
	Note 20 - Segment information	54
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	96
Item 4.	Controls and Procedures	96
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	96
Item 1A.	Risk Factors	96
Item 2.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	97
Item 3.	Defaults Upon Senior Securities	97
Item 4.	Mine Safety Disclosures	97
Item 5.	Other Information	97
Item 6.	Exhibits	98
	Signatures	98

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 30^th, 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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INDEX
	PAGE
Introduction	58
Factors affecting “forward-looking statements”	58
Executive overview	58
Segments	61
Reconciliation of GAAP measures to non-GAAP measures	62
Net interest analysis	62
Results of Operations
Private Client Group	67
Capital Markets	70
Asset Management	72
RJ Bank	74
Other	79
Certain statistical disclosures by bank holding companies	80
Liquidity and capital resources	80
Sources of liquidity	81
Statement of financial condition analysis	84
Contractual obligations	85
Regulatory	85
Critical accounting estimates	85
Recent accounting developments	86
Off-Balance sheet arrangements	87
Effects of inflation	87
Risk management	87

57

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

80

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.

81

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.

82

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

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.

84

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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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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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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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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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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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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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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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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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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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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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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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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ITEM 6. EXHIBITS

Exhibit Number	Description
3.1	Restated Articles of Incorporation of Raymond James Financial, Inc. as filed with the Secretary of State of Florida on November 25, 2008, incorporated by reference to Exhibit 3(i).1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 28, 2008.
3.2	Amended and Restated By-Laws of Raymond James Financial, Inc., reflecting amendments adopted by the Board of Directors on November 30, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 5, 2017.
10.1	Form of Award Agreement for Grant of Retention RSUs to Mr. Paul C. Reilly, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 1, 2018.
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	Statement of Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
31.1	Certification of Paul C. Reilly pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Jeffrey P. Julien pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Paul C. Reilly and Jeffrey P. Julien pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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

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