Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2015 |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Note 3. Fair Value Disclosures |
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The following is a summary of our financial instruments, trading liabilities and investments in managed funds that are accounted for at fair value on a recurring basis by level within the fair value hierarchy at March 31, 2015 and December 31, 2014 (in thousands): |
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| 31-Mar-15 | | | | | | | | | | | | | | |
| | | | | | | | Counterparty | | | | | | | | | | | | | | | | | |
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| | | | | | | | Cash | | | | | | | | | | | | | | | | | |
| | | | | | | | Collateral | | | | | | | | | | | | | | | | | |
| | Level 1 (1) | | Level 2 (1) | | Level 3 | | Netting (2) | | | Total | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading assets, at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 3,052,340 | $ | 209,338 | $ | 18,210 | $ | – | | $ | 3,279,888 | | | | | | | | | | | | | | |
Corporate debt securities | | – | | 3,399,249 | | 30,735 | | – | | | 3,429,984 | | | | | | | | | | | | | | |
Collateralized debt obligations | | – | | 153,900 | | 90,897 | | – | | | 244,797 | | | | | | | | | | | | | | |
U.S. government and federal agency securities | | 3,783,645 | | 106,427 | | – | | – | | | 3,890,072 | | | | | | | | | | | | | | |
Municipal securities | | – | | 772,940 | | – | | – | | | 772,940 | | | | | | | | | | | | | | |
Sovereign obligations | | 1,522,227 | | 1,057,623 | | 333 | | – | | | 2,580,183 | | | | | | | | | | | | | | |
Residential mortgage-backed securities | | – | | 2,824,500 | | 79,953 | | – | | | 2,904,453 | | | | | | | | | | | | | | |
Commercial mortgage-backed securities | | – | | 542,089 | | 24,629 | | – | | | 566,718 | | | | | | | | | | | | | | |
Other asset-backed securities | | – | | 138,391 | | 7,146 | | – | | | 145,537 | | | | | | | | | | | | | | |
Loans and other receivables | | – | | 1,349,201 | | 111,410 | | – | | | 1,460,611 | | | | | | | | | | | | | | |
Derivatives | | 96,660 | | 5,083,829 | | 46,136 | | (4,729,533 | ) | | 497,092 | | | | | | | | | | | | | | |
Investments at fair value | | – | | 3 | | 193,094 | | – | | | 193,097 | | | | | | | | | | | | | | |
Investment in FXCM | | – | | – | | 947,000 | | – | | | 947,000 | | | | | | | | | | | | | | |
Physical commodities | | – | | 58,715 | | – | | – | | | 58,715 | | | | | | | | | | | | | | |
Total trading assets | $ | 8,454,872 | $ | 15,696,205 | $ | 1,549,543 | $ | (4,729,533 | ) | $ | 20,971,087 | | | | | | | | | | | | | | |
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Available for sale securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 73,993 | $ | – | $ | – | $ | – | | $ | 73,993 | | | | | | | | | | | | | | |
Corporate debt securities | | – | | 29,528 | | – | | – | | | 29,528 | | | | | | | | | | | | | | |
U.S. government securities | | 213,611 | | – | | – | | – | | | 213,611 | | | | | | | | | | | | | | |
Residential mortgage-backed securities | | – | | 498,876 | | – | | – | | | 498,876 | | | | | | | | | | | | | | |
Commercial mortgage-backed securities | | – | | 27,914 | | – | | – | | | 27,914 | | | | | | | | | | | | | | |
Other asset-backed securities | | – | | 130,508 | | – | | – | | | 130,508 | | | | | | | | | | | | | | |
Total available for sale securities | $ | 287,604 | $ | 686,826 | $ | – | $ | – | | $ | 974,430 | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 3,524,524 | $ | – | $ | – | $ | – | | $ | 3,524,524 | | | | | | | | | | | | | | |
Investments in managed funds | $ | – | $ | 160,456 | $ | 433,125 | $ | – | | $ | 593,581 | | | | | | | | | | | | | | |
Cash and securities segregated and on deposit for regulatory | | | | | | | | | | | | | | | | | | | | | | | | | |
purposes or deposited with clearing and depository | | | | | | | | | | | | | | | | | | | | | | | | | |
organizations (3) | $ | 3,186,319 | $ | – | $ | – | $ | – | | $ | 3,186,319 | | | | | | | | | | | | | | |
Securities received as collateral | $ | 4,821 | $ | – | $ | – | $ | – | | $ | 4,821 | | | | | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 2,031,013 | $ | 60,034 | $ | 38 | $ | – | | $ | 2,091,085 | | | | | | | | | | | | | | |
Corporate debt securities | | – | | 1,766,453 | | – | | – | | | 1,766,453 | | | | | | | | | | | | | | |
U.S. government and federal agency securities | | 1,366,689 | | 99,422 | | – | | – | | | 1,466,111 | | | | | | | | | | | | | | |
Sovereign obligations | | 707,844 | | 659,846 | | – | | – | | | 1,367,690 | | | | | | | | | | | | | | |
Residential mortgage-backed securities | | – | | 11,925 | | – | | – | | | 11,925 | | | | | | | | | | | | | | |
Loans | | – | | 910,569 | | 9,327 | | – | | | 919,896 | | | | | | | | | | | | | | |
Derivatives | | 71,707 | | 5,011,935 | | 49,450 | | (4,810,751 | ) | | 322,341 | | | | | | | | | | | | | | |
Total trading liabilities | $ | 4,177,253 | $ | 8,520,184 | $ | 58,815 | $ | (4,810,751 | ) | $ | 7,945,501 | | | | | | | | | | | | | | |
Other secured financings | $ | – | $ | – | $ | 65,602 | $ | – | | $ | 65,602 | | | | | | | | | | | | | | |
Obligation to return securities received as collateral | $ | 4,821 | $ | – | $ | – | $ | – | | $ | 4,821 | | | | | | | | | | | | | | |
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| 31-Dec-14 | | | | | | | | | | | | | | |
| | | | | | | | Counterparty | | | | | | | | | | | | | | | | | |
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| | | | | | | | Cash | | | | | | | | | | | | | | | | | |
| | | | | | | | Collateral | | | | | | | | | | | | | | | | | |
| | Level 1 (1) | | Level 2 (1) | | Level 3 | | Netting (2) | | | Total | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading assets, at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 3,130,892 | $ | 226,441 | $ | 20,964 | $ | – | | $ | 3,378,297 | | | | | | | | | | | | | | |
Corporate debt securities | | – | | 3,342,276 | | 55,918 | | – | | | 3,398,194 | | | | | | | | | | | | | | |
Collateralized debt obligations | | – | | 306,218 | | 91,498 | | – | | | 397,716 | | | | | | | | | | | | | | |
U.S. government and federal agency securities | | 2,694,268 | | 81,273 | | – | | – | | | 2,775,541 | | | | | | | | | | | | | | |
Municipal securities | | – | | 590,849 | | – | | – | | | 590,849 | | | | | | | | | | | | | | |
Sovereign obligations | | 1,968,747 | | 790,764 | | – | | – | | | 2,759,511 | | | | | | | | | | | | | | |
Residential mortgage-backed securities | | – | | 2,879,954 | | 82,557 | | – | | | 2,962,511 | | | | | | | | | | | | | | |
Commercial mortgage-backed securities | | – | | 966,651 | | 26,655 | | – | | | 993,306 | | | | | | | | | | | | | | |
Other asset-backed securities | | – | | 137,387 | | 2,294 | | – | | | 139,681 | | | | | | | | | | | | | | |
Loans and other receivables | | – | | 1,458,760 | | 97,258 | | – | | | 1,556,018 | | | | | | | | | | | | | | |
Derivatives | | 65,145 | | 5,046,278 | | 54,190 | | (4,759,345 | ) | | 406,268 | | | | | | | | | | | | | | |
Investments at fair value | | – | | 73,152 | | 119,212 | | – | | | 192,364 | | | | | | | | | | | | | | |
Physical commodities | | – | | 62,234 | | – | | – | | | 62,234 | | | | | | | | | | | | | | |
Total trading assets | $ | 7,859,052 | $ | 15,962,237 | $ | 550,546 | $ | (4,759,345 | ) | $ | 19,612,490 | | | | | | | | | | | | | | |
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Available for sale securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 89,353 | $ | – | $ | – | $ | – | | $ | 89,353 | | | | | | | | | | | | | | |
Corporate debt securities | | – | | 30,403 | | – | | – | | | 30,403 | | | | | | | | | | | | | | |
U.S. government securities | | 593,773 | | – | | – | | – | | | 593,773 | | | | | | | | | | | | | | |
Residential mortgage-backed securities | | – | | 606,683 | | – | | – | | | 606,683 | | | | | | | | | | | | | | |
Commercial mortgage-backed securities | | – | | 43,401 | | – | | – | | | 43,401 | | | | | | | | | | | | | | |
Other asset-backed securities | | – | | 245,156 | | – | | – | | | 245,156 | | | | | | | | | | | | | | |
Total available for sale securities | $ | 683,126 | $ | 925,643 | $ | – | $ | – | | $ | 1,608,769 | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 4,276,775 | $ | – | $ | – | $ | – | | $ | 4,276,775 | | | | | | | | | | | | | | |
Investments in managed funds | $ | – | $ | 226,488 | $ | 54,982 | $ | – | | $ | 281,470 | | | | | | | | | | | | | | |
Cash and securities segregated and on deposit for regulatory | | | | | | | | | | | | | | | | | | | | | | | | | |
purposes or deposited with clearing and depository | | | | | | | | | | | | | | | | | | | | | | | | | |
organizations (3) | $ | 3,444,674 | $ | – | $ | – | $ | – | | $ | 3,444,674 | | | | | | | | | | | | | | |
Securities received as collateral | $ | 5,418 | $ | – | $ | – | $ | – | | $ | 5,418 | | | | | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 1,934,469 | $ | 74,681 | $ | 38 | $ | – | | $ | 2,009,188 | | | | | | | | | | | | | | |
Corporate debt securities | | – | | 1,611,994 | | 223 | | – | | | 1,612,217 | | | | | | | | | | | | | | |
Collateralized debt obligations | | – | | 4,557 | | – | | – | | | 4,557 | | | | | | | | | | | | | | |
U.S. government and federal agency securities | | 2,253,055 | | – | | – | | – | | | 2,253,055 | | | | | | | | | | | | | | |
Sovereign obligations | | 1,217,075 | | 574,010 | | – | | – | | | 1,791,085 | | | | | | | | | | | | | | |
Loans | | – | | 856,525 | | 14,450 | | – | | | 870,975 | | | | | | | | | | | | | | |
Derivatives | | 52,778 | | 5,117,803 | | 49,552 | | (4,856,618 | ) | | 363,515 | | | | | | | | | | | | | | |
Total trading liabilities | $ | 5,457,377 | $ | 8,239,570 | $ | 64,263 | $ | (4,856,618 | ) | $ | 8,904,592 | | | | | | | | | | | | | | |
Other secured financings | $ | – | $ | – | $ | 30,825 | $ | – | | $ | 30,825 | | | | | | | | | | | | | | |
Obligation to return securities received as collateral | $ | 5,418 | $ | – | $ | – | $ | – | | $ | 5,418 | | | | | | | | | | | | | | |
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(1) There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2015. During the year ended December 31, 2014, equity options presented within Trading assets and Trading liabilities of $6.1 million and $6.6 million, respectively, were transferred from Level 1 to Level 2 as adjustments were incorporated into the valuation approach for such contracts to estimate the point within the bid-ask range that meets the best estimate of fair value. |
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(2) Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty. |
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(3) Securities comprise U.S. government securities segregated for regulatory purposes with a fair value of $434.8 million and $453.7 million at March 31, 2015 and December 31, 2014, respectively, and Commodities Futures Trading Commission ("CFTC") approved money market funds with a fair value of $810.0 million and $545.0 million at March 31, 2015 and December 31, 2014, respectively. |
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The following is a description of the valuation basis, including valuation techniques and inputs, used in measuring our financial assets and liabilities that are accounted for at fair value on a recurring basis: |
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Corporate Equity Securities |
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Exchange Traded Equity Securities: Exchange traded equity securities are measured based on quoted closing exchange prices, which are generally obtained from external pricing services, and are categorized within Level 1 of the fair value hierarchy, otherwise they are categorized within Level 2 or Level 3 of the fair value hierarchy. |
Non-exchange Traded Equity Securities: Non-exchange traded equity securities are measured primarily using broker quotations, pricing data from external pricing services and prices observed for recently executed market transactions and are categorized within Level 2 of the fair value hierarchy. Where such information is not available, non-exchange traded equity securities are categorized within Level 3 of the fair value hierarchy and measured using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/EBITDA, price/book value), discounted cash flow analyses and transaction prices observed for subsequent financing or capital issuance by the company. When using pricing data of comparable companies, judgment must be applied to adjust the pricing data to account for differences between the measured security and the comparable security (e.g., issuer market capitalization, yield, dividend rate, geographical concentration). |
Equity Warrants: Non-exchange traded equity warrants are generally categorized within Level 3 of the fair value hierarchy and are measured using the Black-Scholes model with key inputs impacting the valuation including the underlying security price, implied volatility, dividend yield, interest rate curve, strike price and maturity date. |
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Corporate Debt Securities |
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Corporate Bonds: Corporate bonds are measured primarily using pricing data from external pricing services and broker quotations, where available, prices observed for recently executed market transactions of comparable size, and bond spreads or credit default swap spreads of the issuer adjusted for basis differences between the swap curve and the bond curve. Corporate bonds measured using these valuation methods are categorized within Level 2 of the fair value hierarchy. If broker quotes, pricing data or spread data is not available, alternative valuation techniques are used including cash flow models incorporating interest rate curves, single name or index credit default swap curves for comparable issuers and recovery rate assumptions. Corporate bonds measured using alternative valuation techniques are categorized within Level 3 of the fair value hierarchy and comprise a limited portion of our corporate bonds. |
High Yield Corporate and Convertible Bonds: A significant portion of our high yield corporate and convertible bonds are categorized within Level 2 of the fair value hierarchy and are measured primarily using broker quotations and pricing data from external pricing services, where available, and prices observed for recently executed market transactions of comparable size. Where pricing data is less observable, valuations are categorized within Level 3 and are based on pending transactions involving the issuer or comparable issuers, prices implied from an issuer's subsequent financings or recapitalizations, models incorporating financial ratios and projected cash flows of the issuer and market prices for comparable issuers. |
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Collateralized Debt Obligations |
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Collateralized debt obligations are measured based on prices observed for recently executed market transactions of the same or similar security or based on valuations received from third party brokers or data providers and are categorized within Level 2 or Level 3 of the fair value hierarchy depending on the observability and significance of the pricing inputs. Valuation that is based on recently executed market transitions of similar securities incorporates additional review and analysis of pricing inputs and comparability criteria including but not limited to collateral type, tranche type, rating, origination year, prepayment rates, default rates, and severities. |
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U.S. Treasury Securities: U.S. Treasury securities are measured based on quoted market prices and categorized within Level 1 of the fair value hierarchy. |
U.S. Agency Issued Debt Securities: Callable and non-callable U.S. agency issued debt securities are measured primarily based on quoted market prices obtained from external pricing services. Non-callable U.S. agency securities are generally categorized within Level 1 and callable U.S. agency securities are categorized within Level 2 of the fair value hierarchy. |
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Municipal Securities |
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Municipal securities are measured based on quoted prices obtained from external pricing services and are generally categorized within Level 2 of the fair value hierarchy. |
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Sovereign Obligations |
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Foreign sovereign government obligations are measured based on quoted market prices obtained from external pricing services, where available, or recently executed independent transactions of comparable size. To the extent external price quotations are not available or recent transactions have not been observed, valuation techniques incorporating interest rate yield curves and country spreads for bonds of similar issuers, seniority and maturity are used to determine fair value of sovereign bonds or obligations. Foreign sovereign government obligations are classified in Level 1, Level 2 or Level 3 of the fair value hierarchy, primarily based on the country of issuance. |
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Residential Mortgage-Backed Securities |
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Agency Residential Mortgage-Backed Securities: Agency residential mortgage-backed securities include mortgage pass- through securities (fixed and adjustable rate), collateralized mortgage obligations and interest-only and principal-only securities and are generally measured using market price quotations from external pricing services and categorized within Level 2 of the fair value hierarchy. |
Agency Residential Interest-Only and Inverse Interest-Only Securities ("Agency Inverse IOs"): The fair value of Agency Inverse IOs is estimated using expected future cash flow techniques that incorporate prepayment models and other prepayment assumptions to amortize the underlying mortgage loan collateral. We use prices observed for recently executed transactions to develop market-clearing spread and yield curve assumptions. Valuation inputs with regard to the underlying collateral incorporate weighted average coupon, loan-to-value, credit scores, geographic location, maximum and average loan size, originator, servicer, and weighted average loan age. Agency Inverse IOs are categorized within Level 2 or Level 3 of the fair value hierarchy. We also use vendor data in developing our assumptions, as appropriate. |
Non-Agency Residential Mortgage-Backed Securities: Fair values are determined primarily using discounted cash flow methodologies and securities are categorized within Level 2 or Level 3 of the fair value hierarchy based on the observability and significance of the pricing inputs used. Performance attributes of the underlying mortgage loans are evaluated to estimate pricing inputs, such as prepayment rates, default rates and the severity of credit losses. Attributes of the underlying mortgage loans that affect the pricing inputs include, but are not limited to, weighted average coupon; average and maximum loan size; loan-to-value; credit scores; documentation type; geographic location; weighted average loan age; originator; servicer; historical prepayment, default and loss severity experience of the mortgage loan pool; and delinquency rate. Yield curves used in the discounted cash flow models are based on observed market prices for comparable securities and published interest rate data to estimate market yields. |
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Commercial Mortgage-Backed Securities |
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Agency Commercial Mortgage-Backed Securities: Government National Mortgage Association ("GNMA") project loans are measured based on inputs corroborated from and benchmarked to observed prices of recent securitization transactions of similar securities with adjustments incorporating an evaluation for various factors, including prepayment speeds, default rates, and cash flow structures as well as the likelihood of pricing levels in the current market environment. |
Federal National Mortgage Association ("FNMA") Delegated Underwriting and Servicing ("DUS") mortgage-backed securities are generally measured by using prices observed for recently executed market transactions to estimate market- clearing spread levels for purposes of estimating fair value. GNMA project loan bonds and FNMA DUS mortgage- backed securities are categorized within Level 2 of the fair value hierarchy. |
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Non-Agency Commercial Mortgage-Backed Securities: Non-agency commercial mortgage-backed securities are measured using pricing data obtained from external pricing services and prices observed for recently executed market transactions and are categorized within Level 2 and Level 3 of the fair value hierarchy. |
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Other Asset-Backed Securities |
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Other asset-backed securities include, but are not limited to, securities backed by auto loans, credit card receivables and student loans and are categorized within Level 2 and Level 3 of the fair value hierarchy. Valuations are determined using pricing data obtained from external pricing services and prices observed for recently executed market transactions. |
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Loans and Other Receivables |
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Corporate Loans: Corporate loans categorized within Level 2 of the fair value hierarchy are measured based on market price quotations where market price quotations from external pricing services are supported by market transaction data. |
Corporate loans categorized within Level 3 of the fair value hierarchy are measured based on market price quotations that are considered to be less transparent, market prices for debt securities of the same creditor, and estimates of future cash flow incorporating assumptions regarding creditor default and recovery rates and consideration of the issuer's capital structure. |
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Participation Certificates in Agency Residential Loans: Valuations of participation certificates in agency residential loans are based on observed market prices of recently executed purchases and sales of similar loans. The loan participationcertificates are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions and availability of data provider pricing. |
Project Loans and Participation Certificates in GNMA Project and Construction Loans: Valuations of participation certificates in GNMA project and construction loans are based on inputs corroborated from and benchmarked to observed prices of recent securitizations of assets with similar underlying loan collateral to derive an implied spread. Securitization prices are adjusted to estimate the fair value of the loans incorporating an evaluation for various factors, including prepayment speeds, default rates, and cash flow structures as well as the likelihood of pricing levels in the current market environment. The measurements are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions. |
Consumer Loans and Funding Facilities: Consumer and small business whole loans and related funding facilities are valued based on observed market transactions incorporating additional valuation inputs including, but not limited to, delinquency and default rates, prepayment rates, borrower characteristics, loan risk grades and loan age. These assets are categorized within Level 2 or Level 3 of the fair value hierarchy. |
Escrow and Trade Claim Receivables: Escrow and trade claim receivables are categorized within Level 3 of the fair value hierarchy where fair value is estimated based on reference to market prices and implied yields of debt securities of the same or similar issuers. Escrow and trade claim receivables are categorized within Level 2 of the fair value hierarchy where fair value is based on recent trade activity in the same security. |
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Derivatives |
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Listed Derivative Contracts: Listed derivative contracts that are actively traded are measured based on quoted exchange prices, which are generally obtained from external pricing services, and are categorized within Level 1 of the fair value hierarchy. Listed derivatives for which there is limited trading activity are measured based on incorporating the closing auction price of the underlying equity security, use similar valuation approaches as those applied to over-the-counter derivative contracts and are categorized within Level 2 of the fair value hierarchy. |
OTC Derivative Contracts: Over-the-counter ("OTC") derivative contracts are generally valued using models, whose inputs reflect assumptions that we believe market participants would use in valuing the derivative in a current period transaction. Inputs to valuation models are appropriately calibrated to market data. For many OTC derivative contracts, the valuation models do not involve material subjectivity as the methodologies do not entail significant judgment and the inputs to valuation models do not involve a high degree of subjectivity as the valuation model inputs are readily observable or can be derived from actively quoted markets. OTC derivative contracts are primarily categorized within Level 2 of the fair value hierarchy given the observability and significance of the inputs to the valuation models. Where significant inputs to the valuation are unobservable, derivative instruments are categorized within Level 3 of the fair value hierarchy. |
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OTC options include OTC equity, foreign exchange and commodity options measured using various valuation models, such as the Black-Scholes, with key inputs impacting the valuation including the underlying security, foreign exchange spot rate or commodity price, implied volatility, dividend yield, interest rate curve, strike price and maturity date. Discounted cash flow models are utilized to measure certain OTC derivative contracts including the valuations of our interest rate swaps, which incorporate observable inputs related to interest rate curves, valuations of our foreign exchange forwards and swaps, which incorporate observable inputs related to foreign currency spot rates and forward curves and valuations of our commodity swaps and forwards, which incorporate observable inputs related to commodity spot prices and forward curves. Credit default swaps include both index and single-name credit default swaps. External prices are available as inputs in measuring index credit default swaps and single-name credit default swaps. For commodity and equity total return swaps, market prices are observable for the underlying asset and used as the basis for measuring the fair value of the derivative contracts. Total return swaps executed on other underlyings are measured based on valuations received from external pricing services. |
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Investment in FXCM |
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In January 2015, we entered into a credit agreement with FXCM Inc., and provided FXCM a $300 million two-year senior secured term loan with rights to a variable proportion of certain distributions in connection with an FXCM sale of assets or certain other events, and to require a sale of FXCM beginning in January 2018. FXCM is an online provider of foreign exchange trading and related services. The loan has an initial interest rate of 10% per annum, increasing by 1.5% per annum each quarter, not to exceed 20.5% per annum. The variable proportion of distributions is as follows: 100% until amounts due under the loan are repaid; 50% of the next $350 million; then 90% of an amount equal to two times the balance outstanding on the term loan as of April 16, 2015 (not to be less than $500 million or more than $680 million); and 60% of all amounts thereafter. During the first quarter of 2015, we received $18.6 million of principal and interest payments from FXCM, and $287.6 million remained outstanding under the credit agreement as of March 31, 2015. As of May 7, 2015, we have received an additional $69.3 million, and $228.4 million remained outstanding under the credit agreement. |
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FXCM is considered a variable interest entity and our term loan with rights is a variable interest. We have determined that we are not the primary beneficiary of FXCM because we do not have the power to direct the activities that most significantly impact FXCM's performance. Therefore, we are not consolidating FXCM. |
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We view the FXCM loan and associated rights as one integrated transaction; since the rights, as derivatives, are accounted for at fair value, we have elected the fair value option for the loan. The total amount of our investment in FXCM is reported within Trading assets, at fair value in our Consolidated Statements of Financial Condition, and unrealized and realized changes in value, including the component related to interest income on the loan, are included within Principal transactions in the Consolidated Statements of Operations. During the first quarter of 2015, we recorded in Principal transactions an aggregate $686.6 million of unrealized and realized gains and interest income relating to our investment in FXCM. Our maximum exposure to loss as a result of our involvement with FXCM is limited to the carrying value of our investment ($947.0 million at March 31, 2015). |
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We engaged an independent valuation firm to assist management in estimating the fair value of our loan and rights in FXCM. Our estimate of fair value was determined using valuation models with inputs including management's assumptions concerning the amount and timing of expected cash flows; the loan's implied credit rating and effective yield; implied total equity value, based primarily on the publicly traded FXCM stock price; volatility; risk-free rate; and term. Because of these inputs and the degree of judgment involved, we have categorized our investment in FXCM in Level 3. The valuation is most significantly impacted by the inputs and assumptions related to the publicly traded stock price and volatility. A $0.30 change in the price of FXCM's shares alone (representing about 14% of the price at March 31, 2015), would result in a change of about $51 million in this valuation, assuming no change in any other factors we considered. Likewise, a 10% change in the assumed volatility would result in a change of about $29 million in this valuation, assuming no other change in any other factors. As we adjust to fair value each quarter, we anticipate volatility in the FXCM valuation, which could materially impact our results in a given period. |
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Physical Commodities |
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Physical commodities include base and precious metals and are measured using observable inputs including spot prices and published indices. Physical commodities are categorized within Level 2 of the fair value hierarchy. To facilitate the trading in precious metals we undertake leasing of such precious metals. The fees earned or paid for such leases are recorded as revenues in the Consolidated Statements of Operations. |
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Investments at Fair Value and Investments in Managed Funds |
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Investments at fair value and Investments in managed funds include investments in hedge funds, fund of funds, private equity funds, convertible bond funds and other funds, which are measured at fair value based on the net asset value of the funds provided by the fund managers and are categorized within Level 2 or Level 3 of the fair value hierarchy. Investments at fair value also include direct equity investments in private companies, which are measured at fair value using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/EBITDA, price/book value), discounted cash flow analyses and transaction prices observed for subsequent financing or capital issuance by the company. Direct equity investments in private companies are categorized within Level 2 or Level 3 of the fair value hierarchy. Additionally, investments at fair value include investments in insurance contracts relating to our defined benefit plan in Germany. Fair value for the insurance contracts is determined using a third party and is categorized within Level 3 of the fair value hierarchy. The following tables present information about our investments in entities that have the characteristics of an investment company (in thousands). |
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| | | | | Redemption | | | | | | | | | | | | | | | | | | | | |
| | | | Unfunded | Frequency | | | | | | | | | | | | | | | | | | | | |
| | Fair Value (1) | | Commitments | (if currently eligible) | | | | | | | | | | | | | | | | | | | | |
31-Mar-15 | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity Long/Short Hedge Funds (2) | $ | 480,302 | $ | – | -2 | | | | | | | | | | | | | | | | | | | | |
High Yield Hedge Funds (3) | | 196 | | – | – | | | | | | | | | | | | | | | | | | | | |
Fund of Funds (4) | | 340 | | 94 | – | | | | | | | | | | | | | | | | | | | | |
Equity Funds (5) | | 40,403 | | 25,670 | – | | | | | | | | | | | | | | | | | | | | |
Convertible Bond Funds (6) | | 3,470 | | – | At Will | | | | | | | | | | | | | | | | | | | | |
Multi-strategy Fund (7) | | 108,150 | | – | – | | | | | | | | | | | | | | | | | | | | |
Total (8) | $ | 632,861 | $ | 25,764 | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | |
31-Dec-14 | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity Long/Short Hedge Funds (2) | $ | 146,134 | $ | – | Monthly/Quarterly | | | | | | | | | | | | | | | | | | | | |
High Yield Hedge Funds (3) | | 204 | | – | – | | | | | | | | | | | | | | | | | | | | |
Fund of Funds (4) | | 323 | | 94 | – | | | | | | | | | | | | | | | | | | | | |
Equity Funds (5) | | 65,216 | | 26,023 | – | | | | | | | | | | | | | | | | | | | | |
Convertible Bond Funds (6) | | 3,355 | | – | At Will | | | | | | | | | | | | | | | | | | | | |
Multi-strategy Fund (7) | | 105,954 | | – | – | | | | | | | | | | | | | | | | | | | | |
Total (8) | $ | 321,186 | $ | 26,117 | | | | | | | | | | | | | | | | | | | | | |
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(1) Where fair value is calculated based on net asset value, fair value has been derived from each of the funds' capital statements. |
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(2) This category includes investments in hedge funds that invest, long and short, in equity securities in domestic and international markets in both the public and private sectors. At March 31, 2015, investments with a fair value of $78.0 million and at December 31, 2014 substantially all of the investments in this category are redeemable with 30 to 90 days prior written notice, and includes an investment in a private asset management fund managed by us with a fair value of $48.8 million and $117.2 million at March 31, 2015 and December 31, 2014, respectively. At March 31, 2015, this category also includes investments in two Folger Hill feeder funds that invest solely in a Folger Hill master fund that makes long/short equity investments, with broad industry and geographic diversification. Investment in these funds is subject to a lock-up until August 15, 2019, subject to certain release events and other withdrawal rights. Following this date, investments can be redeemed as of any calendar quarter-end with no less than 45 calendar days' notice, subject to certain limitations. At March 31, 2015, our investments in these two funds had an aggregate fair value of $402.3 million. |
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(3) Includes investments in funds that invest in domestic and international public high yield debt, private high yield investments, senior bank loans, public leveraged equities, distressed debt, and private equity investments. There are no redemption provisions. The underlying assets of the funds are being liquidated and we are unable to estimate when the underlying assets will be fully liquidated. |
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(4) Includes investments in fund of funds that invest in various private equity funds. At March 31, 2015 and December 31, 2014, approximately 96% and 95%, respectively, of the fair value of investments in this category is managed by us and has no redemption provisions, instead distributions are received through the liquidation of the underlying assets of the fund of funds, which are estimated to be liquidated in approximately two years. For the remaining investments, we have requested redemption; however, we are unable to estimate when these funds will be received. |
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(5) At March 31, 2015 and December 31, 2014, investments representing approximately 99% and 99%, respectively, of the fair value of investments in this category include investments in equity funds that invest in the equity of various U.S. and foreign private companies in the energy, technology, internet service and telecommunication service industries. These investments cannot be redeemed; instead distributions are received through the liquidation of the underlying assets of the funds which are expected to liquidate in one to eight years. The remaining investments are in liquidation and we are unable to estimate when the underlying assets will be fully liquidated. |
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(6) Investment in the Jefferies Umbrella Fund, an open-ended investment company managed by us that invests primarily in convertible bonds. The investment is redeemable with five days prior written notice. |
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(7) Investment in private asset management fund managed by us that employs a variety of investment strategies and can invest in U.S. and non-U.S. equity and equity related securities, futures, exchange traded funds, fixed income securities, preferred securities, options, forward contracts and swaps. Withdrawals from the fund prior to the first year anniversary of the investment are subject to a 5% withdrawal fee and withdrawals during any calendar quarter are limited to 25% of the fund's net asset value. Both of these restrictions can be waived by us, in our sole discretion. |
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(8) Investments at fair value in the Consolidated Statements of Financial Condition at March 31, 2015 and December 31, 2014, include $153.8 million and $152.6 million, respectively, of direct investments which do not have the characteristics of investment companies and therefore not included within this table. |
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Other Secured Financings |
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Other secured financings that are accounted for at fair value include notes issued by consolidated VIEs, which are classified as Level 2 or Level 3 within the fair value hierarchy. Fair value is based on recent transaction prices for similar assets. In addition, at March 31, 2015 and December 31, 2014, Other secured financings includes $5.6 million and $7.8 million, respectively, related to transfers of loans accounted for as secured financings rather than as sales and classified as Level 3 within the fair value hierarchy. |
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Pricing Information |
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Our trading assets and trading liabilities are measured using different valuation bases as follows: |
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| 31-Mar-15 | 31-Dec-14 | | | | | | | | | | | | | | | | | |
| Trading Assets | | Trading Liabilities | | Trading Assets | | Trading Liabilities | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Exchange closing prices | 14 | % | 25 | % | 16 | % | 20 | % | | | | | | | | | | | | | | | | | |
Recently observed transaction prices | 4 | % | 3 | % | 4 | % | 2 | % | | | | | | | | | | | | | | | | | |
External pricing services | 66 | % | 64 | % | 67 | % | 69 | % | | | | | | | | | | | | | | | | | |
Broker quotes | 4 | % | 4 | % | 4 | % | 3 | % | | | | | | | | | | | | | | | | | |
Valuation techniques | 12 | % | 4 | % | 9 | % | 6 | % | | | | | | | | | | | | | | | | | |
| 100 | % | 100 | % | 100 | % | 100 | % | | | | | | | | | | | | | | | | | |
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The following is a summary of changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the three months ended March 31, 2015 (in thousands): |
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| | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2015 |
| | | | | | | | | | | | | | | | | | | | | | | | Changes in | |
| | | | | | | | | | | | | | | | | | | | | | | | unrealized | |
| | | | | | | | | | | | | | | | | | | | | | | | gains (losses) | |
| | | | | | | | | | | | | | | | | | | | | | | | relating to | |
| | | | | Total gains | | | | | | | | | | | | | | | | | | | instruments | |
| | Balance, | | | (losses) | | | | | | | | | | | | | | Net transfers | | | Balance, | | still held at | |
| | December 31, | | | (realized and | | | | | | | | | | | | | | into (out of) | | | March 31, | | March 31, | |
| | 2014 | | | unrealized) (1) | | | Purchases | | | Sales | | | Settlements | | | Issuances | | Level 3 | | | 2015 | | 2015 (1) | |
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Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 20,964 | | $ | 63 | | $ | – | | $ | (168 | ) | $ | – | | $ | – | $ | (2,649 | ) | $ | 18,210 | $ | 243 | |
Corporate debt securities | | 55,918 | | | (1,930 | ) | | 469 | | | (533 | ) | | – | | | – | | (23,189 | ) | | 30,735 | | (1,577 | ) |
Collateralized debt obligations | | 91,498 | | | (16,022 | ) | | – | | | (13,519 | ) | | (1,296 | ) | | – | | 30,236 | | | 90,897 | | (15,886 | ) |
Sovereign obligations | | – | | | 13 | | | – | | | (1 | ) | | – | | | – | | 321 | | | 333 | | 12 | |
Residential mortgage-backed | | | | | | | | | | | | | | | | | | | | | | | | | |
securities | | 82,557 | | | (2,863 | ) | | 2,100 | | | (1,375 | ) | | (23 | ) | | – | | (443 | ) | | 79,953 | | 783 | |
Commercial mortgage-backed | | | | | | | | | | | | | | | | | | | | | | | | | |
securities | | 26,655 | | | (531 | ) | | – | | | (382 | ) | | (6,864 | ) | | – | | 5,751 | | | 24,629 | | (1,369 | ) |
Other asset-backed securities | | 2,294 | | | (167 | ) | | 26 | | | (1 | ) | | – | | | – | | 4,994 | | | 7,146 | | (167 | ) |
Loans and other receivables | | 97,258 | | | (5,033 | ) | | 40,019 | | | (16,122 | ) | | (15,448 | ) | | – | | 10,736 | | | 111,410 | | (3,262 | ) |
Investments at fair value | | 119,212 | | | 609 | | | 5,010 | | | (594 | ) | | (277 | ) | | – | | 69,134 | | | 193,094 | | 614 | |
Investment in FXCM | | – | | | 686,627 | | | 279,000 | | | – | | | (18,627 | ) | | – | | – | | | 947,000 | | 686,627 | |
Investments in managed funds | | 54,982 | | | (22,211 | ) | | 400,354 | | | – | | | – | | | – | | – | | | 433,125 | | (22,210 | ) |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 38 | | $ | – | | $ | – | | $ | – | | $ | – | | $ | – | $ | – | | $ | 38 | $ | – | |
Corporate debt securities | | 223 | | | (115 | ) | | (6,683 | ) | | 6,698 | | | – | | | – | | (123 | ) | | – | | – | |
Net derivatives (2) | | (4,638 | ) | | 6,938 | | | – | | | – | | | (58 | ) | | 1,072 | | – | | | 3,314 | | (8,771 | ) |
Loans | | 14,450 | | | (39 | ) | | (2,877 | ) | | 825 | | | – | | | – | | (3,032 | ) | | 9,327 | | 39 | |
Other secured financings | | 30,825 | | | – | | | – | | | – | | | (2,218 | ) | | 36,995 | | – | | | 65,602 | | – | |
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(1) Realized and unrealized gains (losses) are reported in Principal transactions in the Consolidated Statements of Operations, except for realized and unrealized gains (losses) on Investments in managed funds, which are included in Other revenues in the Consolidated Statements of Operations. |
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(2) Net derivatives represent Trading assets - Derivatives and Trading liabilities - Derivatives. |
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Analysis of Level 3 Assets and Liabilities for the three months ended March 31, 2015 |
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During the three months ended March 31, 2015, transfers of assets of $205.2 million from Level 2 to Level 3 of the fair value hierarchy are attributed to: |
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Non-agency residential mortgage-backed securities of $35.3 million, commercial mortgage-backed securities of $10.3 million and other asset-backed securities of $5.0 million for which no recent trade activity was observed for purposes of determining observable inputs; |
Loans and other receivables of $16.4 million due to a lower number of contributors comprising vendor quotes to support classification within Level 2; |
Collateralized debt obligations of $64.5 million which have little to no transparency related to trade activity; |
Corporate debt securities of $2.4 million, corporate equity securities of $1.7 million and investments at fair value of $69.2 million due to a lack of observable market transactions. |
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During the three months ended March 31, 2015, transfers of assets of $110.3 million from Level 3 to Level 2 are attributed to: |
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Non-agency residential mortgage-backed securities of $35.7 million and commercial mortgage-backed securities of $4.5 million for which market trades were observed in the period for either identical or similar securities; |
Collateralized debt obligations of $34.3 million and loans and other receivables of $5.7 million due to a greater number of contributors for certain vendor quotes supporting classification into Level 2; |
Corporate debt securities of $25.6 million and corporate equity securities of $4.4 million due to an increase in observable market transactions. |
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During the three months ended March 31, 2015, there were transfers of loan liabilities of $3.0 million from Level 3 to Level 2 due to an increase in observable inputs in the valuation. |
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Net gains on Level 3 assets were $638.6 million and net losses on Level 3 liabilities were $6.9 million for three months ended March 31, 2015. Net gains on Level 3 assets were primarily due to increased valuations of our investment in FXCM and certain investments at fair value partially offset by decreased valuations of certain investments in managed funds, collateralized debt obligations, loans and other receivables, residential and commercial mortgage-backed securities and corporate debt securities. Net losses on Level 3 liabilities were primarily due to increased valuations of certain derivatives. |
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The following is a summary of changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the three months ended March 31, 2014 (in thousands): |
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| | | | | | | | | | | | | | | | | | | | | | Changes in | | | |
| | | | | | | | | | | | | | | | | | | | | | unrealized | | | |
| | | | | | | | | | | | | | | | | | | | | | gains (losses) | | | |
| | | | | | | | | | | | | | | | | | | | | | relating to | | | |
| | | | Total gains | | | | | | | | | | | | | | | | | | instruments | | | |
| | Balance, | | (losses) | | | | | | | | | | | | | Net transfers | | | Balance, | | still held at | | | |
| | December 31, | | (realized and | | | | | | | | | | | | | into (out of) | | | March 31, | | March 31, | | | |
| | 2013 | | unrealized) (1) | | | Purchases | | | Sales | | | Settlements | | Issuances | | Level 3 | | | 2014 | | 2014 (1) | | | |
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Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 9,884 | $ | (1,393 | ) | $ | 134 | | $ | – | | $ | – | $ | – | $ | 3,716 | | $ | 12,341 | $ | (1,319 | ) | | |
Corporate debt securities | | 25,666 | | (2,014 | ) | | 4,136 | | | (624 | ) | | – | | – | | 2,151 | | | 29,315 | | 193 | | | |
Collateralized debt obligations | | 37,216 | | 10,184 | | | 76,511 | | | (78,081 | ) | | (144 | ) | – | | 20,342 | | | 66,028 | | 5,662 | | | |
Residential mortgage-backed | | | | | | | | | | | | | | | – | | | | | | | | | | |
securities | | 105,492 | | (1,626 | ) | | 9,637 | | | (13,703 | ) | | (1,755 | ) | – | | 18,947 | | | 116,992 | | (2,097 | ) | | |
Commercial mortgage-backed | | | | | | | | | | | | | | | | | | | | | | | | | |
securities | | 17,568 | | (3,032 | ) | | 8,933 | | | (14,645 | ) | | (50 | ) | – | | 8,712 | | | 17,486 | | (958 | ) | | |
Other asset-backed securities | | 12,611 | | 72 | | | 2,250 | | | (2,048 | ) | | (83 | ) | – | | (10,427 | ) | | 2,375 | | 7 | | | |
Loans and other receivables | | 145,890 | | (3,902 | ) | | 36,213 | | | (49,475 | ) | | (935 | ) | – | | 1,041 | | | 128,832 | | (3,807 | ) | | |
Investments at fair value | | 101,242 | | 24,889 | | | 22,500 | | | (9,012 | ) | | – | | – | | (776 | ) | | 138,843 | | 24,889 | | | |
Investments in managed funds | | 57,285 | | (2,859 | ) | | 5,102 | | | – | | | – | | – | | – | | | 59,528 | | (2,859 | ) | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 38 | $ | 8 | | $ | – | | $ | 411 | | $ | – | $ | – | $ | 558 | | $ | 1,015 | $ | (8 | ) | | |
Net derivatives (2) | | 6,905 | | 1,267 | | | (1,327 | ) | | 2,169 | | | 197 | | – | | (3,438 | ) | | 5,773 | | (1,267 | ) | | |
Loans | | 22,462 | | (153 | ) | | (18,913 | ) | | 4,887 | | | – | | – | | 1,977 | | | 10,260 | | (153 | ) | | |
Other secured financings | | 8,711 | | – | | | – | | | – | | | – | | 21,683 | | – | | | 30,394 | | – | | | |
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(1) Realized and unrealized gains (losses) are reported in Principal transactions in the Consolidated Statements of Operations, except for realized and unrealized gains (losses) on Investments in managed funds, which are included in Other revenues in the Consolidated Statements of Operations. |
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(2) Net derivatives represent Trading assets - Derivatives and Trading liabilities - Derivatives. |
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Analysis of Level 3 Assets and Liabilities for the three months ended March 31, 2014 |
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During the three months ended March 31, 2014, transfers of assets of $91.0 million from Level 2 to Level 3 of the fair value hierarchy are attributed to: |
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Non-agency residential mortgage-backed securities of $38.1 million, commercial mortgage-backed securities of $9.0 million and other asset-backed securities of $1.8 million for which no recent trade activity was observed for purposes of determining observable inputs; |
Loans and other receivables of $8.9 million due to a lower number of contributors comprising vendor quotes to support classification within Level 2; |
Corporate equity securities of $7.4 million and corporate debt securities of $2.3 million due to lack of observable market transactions; |
Collateralized debt obligations of $23.5 million which have little to no transparency in trade activity. |
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During the three months ended March 31, 2014, transfers of assets of $47.3 million from Level 3 to Level 2 are attributed to: |
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Non-agency residential mortgage-backed securities of $19.1 million, commercial mortgage-backed securities of $0.2 million and other asset-backed securities of $12.2 million for which market trades were observed in the period for either identical or similar securities; |
Collateralized debt obligations of $3.3 million, loans and other receivables of $7.9 million and investments at fair value of $0.8 million due to a greater number of contributors for certain vendor quotes supporting classification into Level 2; |
Corporate equity securities of $3.6 million and corporate debt securities of $0.2 million due to an increase in observable market transactions. |
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During the three months ended March 31, 2014, there were transfers of loan liabilities of $2.9 million from Level 3 to Level 2 and transfers of $4.8 million from Level 2 to Level 3 due to an increase and decrease in observable inputs in the valuation, respectively. There were $3.4 million transfers of net derivative liabilities from Level 3 to Level 2 due to an increase in observable inputs used in the valuing of derivative contracts. |
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Net gains on Level 3 assets were $20.3 million and net losses on Level 3 liabilities were $1.1 million for the three months ended March 31, 2014. Net gains on Level 3 assets were primarily due to increased valuations of certain collateralized debt obligations and investments at fair value, partially offset by a decrease in valuation of certain corporate equity securities, corporate debt securities, residential and commercial mortgage-backed securities, loans and other receivables and investments in managed funds. Net losses on Level 3 liabilities were primarily due to increased valuations of certain derivative instruments, partially offset by decrease in valuation of certain loan positions. |
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Quantitative Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements |
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The tables below present information on the valuation techniques, significant unobservable inputs and their ranges for our financial assets and liabilities, subject to threshold levels related to the market value of the positions held, measured at fair value on a recurring basis with a significant Level 3 balance. The range of unobservable inputs could differ significantly across different firms given the range of products across different firms in the financial services sector. The inputs are not representative of the inputs that could have been used in the valuation of any one financial instrument; i.e., the input used for valuing one financial instrument within a particular class of financial instruments may not be appropriate for valuing other financial instruments within that given class. Additionally, the ranges of inputs presented below should not be construed to represent uncertainty regarding the fair values of our financial instruments; rather the ranges of inputs are reflective of the differences in the underlying characteristics of the financial instruments in each category. |
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For certain categories, we have provided a weighted average of the inputs allocated based on the fair values of the financial instruments comprising the category. We do not believe that the range or weighted average of the inputs is indicative of the reasonableness of uncertainty of our Level 3 fair values. The range and weighted average are driven by the individual financial instruments within each category and their relative distribution in the population. The disclosed inputs when compared with the inputs as disclosed in other quarters should not be expected to necessarily be indicative of changes in our estimates of unobservable inputs for a particular financial instrument as the population of financial instruments comprising the category will vary from period to period based on purchases and sales of financial instruments during the period as well as transfers into and out of Level 3 each period. |
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31-Mar-15 | | | | | | | | | | | | | | | | | |
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| | Fair Value | Valuation | Significant | | | Weighted | | | | | | | | | | | | | | | | | | |
Financial Instruments Owned | | (in thousands) | Technique | Unobservable Input(s) | Input/Range | | Average | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 18,210 | | | | | | | | | | | | | | | | | | | | | | | |
Non-exchange traded securities | | | Market approach | EBITDA (a) multiple | 3.5to 8.6 | | 4.4 | | | | | | | | | | | | | | | | | | |
| | | Scenario analysis | Estimated recovery percentage | 78% | | – | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Corporate debt securities | $ | 24,795 | Convertible bond model | Discount rate/yield | 32% | | – | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Collateralized debt obligations | $ | 51,095 | Discounted cash flows | Constant prepayment rate | 0% to 20% | | 14 | % | | | | | | | | | | | | | | | | | |
| | | | Constant default rate | 0% to 2% | | 2 | % | | | | | | | | | | | | | | | | | |
| | | | Loss severity | 0% to 70% | | 42 | % | | | | | | | | | | | | | | | | | |
| | | | Yield | 6% to 20% | | 13 | % | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities | $ | 79,953 | Discounted cash flows | Constant prepayment rate | 2% to 50% | | 13 | % | | | | | | | | | | | | | | | | | |
| | | | Constant default rate | 2% to 100% | | 21 | % | | | | | | | | | | | | | | | | | |
| | | | Loss severity | 35% to 80% | | 52 | % | | | | | | | | | | | | | | | | | |
| | | | Yield | 1% to 13% | | 6 | % | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Commercial mortgage-backed securities | $ | 24,629 | Discounted cash flows | Yield | 8% to 22% | | 14 | % | | | | | | | | | | | | | | | | | |
| | | | Cumulative loss rate | 1.9% to 73% | | 16 | % | | | | | | | | | | | | | | | | | |
| | | Scenario analysis | Estimated recovery percentage | 81% | | – | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Other asset-backed securities | $ | 7,146 | Discounted cash flows | Constant prepayment rate | 4% to 6% | | 4 | % | | | | | | | | | | | | | | | | | |
| | | | Constant default rate | 3% to 4% | | 4 | % | | | | | | | | | | | | | | | | | |
| | | | Loss severity | 50% to 60% | | 52 | % | | | | | | | | | | | | | | | | | |
| | | | Yield | 6% to 7% | | 6 | % | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Loans and other receivables | $ | 102,034 | Comparable pricing | Comparable loan price | $100 to $101 | $ | 100.5 | | | | | | | | | | | | | | | | | | |
| | | Market approach | Yield | 3% to 9% | | 7 | % | | | | | | | | | | | | | | | | | |
| | | | EBITDA (a) multiple | 8.2 | | – | | | | | | | | | | | | | | | | | | |
| | | Scenario analysis | Estimated recovery percentage | 10% to 81% | | 37 | % | | | | | | | | | | | | | | | | | |
| | | Discounted cash flows | Constant prepayment rate | 20% | | – | | | | | | | | | | | | | | | | | | |
| | | | Constant default rate | 2% | | – | | | | | | | | | | | | | | | | | | |
| | | | Loss severity | 25% | | – | | | | | | | | | | | | | | | | | | |
| | | | Yield | 11% | | – | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Derivatives | $ | 46,136 | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange options | | | Option model | Volatility | 12% to 23% | | 15 | % | | | | | | | | | | | | | | | | | |
Commodity forwards | | | Discounted cash flows | Discount rate | 20% | | – | | | | | | | | | | | | | | | | | | |
Loan commitments | | | Comparable pricing | Comparable loan price | $71 to $100 | $ | 99 | | | | | | | | | | | | | | | | | | |
| | | | Yield | 8% | | – | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Investments at fair value | | | | | | | | | | | | | | | | | | | | | | | | | |
Private equity securities | $ | 32,312 | Market approach | Transaction Level | $57 | | – | | | | | | | | | | | | | | | | | | |
| | | Market approach | Discount rate | 15% to 30% | | 23 | % | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Investment in FXCM | $ | 310,000 | Discounted cash flows | Term based on the pay off | 6 months to 1.8 years | | 0.8 | years | | | | | | | | | | | | | | | | | |
Term loan | | 637,000 | Option pricing model | Volatility | 65% | | – | | | | | | | | | | | | | | | | | | |
Unfunded commitments | $ | 947,000 | | | | | – | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value | Valuation | Significant | | | Weighted | | | | | | | | | | | | | | | | | | |
Trading Liabilities | | (in thousands) | Technique | Unobservable Input(s) | Input/Range | | Average | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Derivatives | $ | 49,450 | | | | | | | | | | | | | | | | | | | | | | | |
FX options | | | Option model | Volatility | 12% to 23% | | 15 | % | | | | | | | | | | | | | | | | | |
Unfunded commitments | | | Comparable pricing | Comparable loan price | $71 to $100 | $ | 78.6 | | | | | | | | | | | | | | | | | | |
| | | Market approach | Yield | 5% to 8% | | 8 | % | | | | | | | | | | | | | | | | | |
| | | Discounted cash flows | Constant prepayment rate | 20% | | – | | | | | | | | | | | | | | | | | | |
| | | | Constant default rate | 2% | | – | | | | | | | | | | | | | | | | | | |
| | | | Loss severity | 25% | | – | | | | | | | | | | | | | | | | | | |
| | | | Yield | 11% | | – | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Loans | $ | 9,327 | Comparable pricing | Comparable loan price | $100 | | – | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Other secured financings | $ | 65,602 | Comparable pricing | Comparable loan price | $82 to $100 | $ | 98.9 | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | |
31-Dec-14 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Fair Value | Valuation | Significant | | | | Weighted | | | | | | | | | | | | | | | | | |
Financial Instruments Owned | | (in thousands) | Technique | Unobservable Input(s) | | Input/Range | | Average | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 19,814 | | | | | | | | | | | | | | | | | | | | | | | |
Non-exchange traded securities | | | Market approach | EBITDA (a) multiple | | 3.4to 4.7 | | 3.6 | | | | | | | | | | | | | | | | | |
| | | Scenario analysis | Estimated recovery percentage | | 24% | | – | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Corporate debt securities | $ | 22,766 | Convertible bond model | Discount rate/yield | | 32% | | – | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Collateralized debt obligations | $ | 41,784 | Discounted cash flows | Constant prepayment rate | | 0% to 20% | | 13 | % | | | | | | | | | | | | | | | | |
| | | | Constant default rate | | 0% to 2% | | 2 | % | | | | | | | | | | | | | | | | |
| | | | Loss severity | | 0% to 70% | | 39 | % | | | | | | | | | | | | | | | | |
| | | | Yield | | 2% to 51% | | 16 | % | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Residential mortgage-backed securities | $ | 82,557 | Discounted cash flows | Constant prepayment rate | | 1% to 50% | | 13 | % | | | | | | | | | | | | | | | | |
| | | | Constant default rate | | 1% to 100% | | 14 | % | | | | | | | | | | | | | | | | |
| | | | Loss severity | | 20% to 80% | | 50 | % | | | | | | | | | | | | | | | | |
| | | | Yield | | 3% to 13% | | 7 | % | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Commercial mortgage-backed securities | $ | 26,655 | Discounted cash flows | Yield | | 8% to 12% | | 11 | % | | | | | | | | | | | | | | | | |
| | | | Cumulative loss rate | | 4% to 72% | | 15 | % | | | | | | | | | | | | | | | | |
| | | Scenario analysis | Estimated recovery percentage | | 90% | | – | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other asset-backed securities | $ | 2,294 | Discounted cash flows | Constant prepayment rate | | 8% | | – | | | | | | | | | | | | | | | | | |
| | | | Constant default rate | | 3% | | – | | | | | | | | | | | | | | | | | |
| | | | Loss severity | | 70% | | – | | | | | | | | | | | | | | | | | |
| | | | Yield | | 7% | | – | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Loans and other receivables | $ | 88,154 | Comparable pricing | Comparable loan price | | $100 to $101 | $ | 100.3 | | | | | | | | | | | | | | | | | |
| | | Market approach | Yield | | 3% to 5% | | 4 | % | | | | | | | | | | | | | | | | |
| | | | EBITDA (a) multiple | | 3.4to 8.2 | | 7.6 | | | | | | | | | | | | | | | | | |
| | | Scenario analysis | Estimated recovery percentage | | 10% to 41% | | 36 | % | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Derivatives | $ | 54,190 | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange options | | | Option model | Volatility | | 13% to 23% | | 17 | % | | | | | | | | | | | | | | | | |
Commodity forwards | | | Discounted cash flows | Discount rate | | 17% | | – | | | | | | | | | | | | | | | | | |
Loan commitments | | | Comparable pricing | Comparable loan price | | $100 | | – | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Investments at fair value | | | | | | | | | | | | | | | | | | | | | | | | | |
Private equity securities | $ | 32,323 | Market approach | Transaction Level | | $50 | | – | | | | | | | | | | | | | | | | | |
| | | Market approach | Discount rate | | 15% to 30% | | 23 | % | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value | Valuation | Significant | | | | Weighted | | | | | | | | | | | | | | | | | |
Trading Liabilities | | (in thousands) | Technique | Unobservable Input(s) | | Input/Range | | Average | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Derivatives | $ | 49,552 | | | | | | | | | | | | | | | | | | | | | | | |
FX options | | | Option model | Volatility | | 13% to 23% | | 17 | % | | | | | | | | | | | | | | | | |
Unfunded commitments | | | Comparable pricing | Comparable loan price | | $89 to $100 | $ | 92 | | | | | | | | | | | | | | | | | |
| | | | Credit spread | | 45bps | | – | | | | | | | | | | | | | | | | | |
| | | Market approach | Yield | | 5% | | – | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Loans | $ | 14,450 | Comparable pricing | Comparable loan price | | $100 | | – | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other secured financings | $ | 30,825 | Comparable pricing | Comparable loan price | | $81 to $100 | $ | 98.7 | | | | | | | | | | | | | | | | | |
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(a) Earnings before interest, taxes, depreciation and amortization ("EBITDA"). |
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The fair values of certain Level 3 assets and liabilities that were determined based on third-party pricing information, unadjusted past transaction prices, reported net asset value or a percentage of the reported enterprise fair value are excluded from the above table. At March 31, 2015 and December 31, 2014, asset exclusions consisted of $618.5 million and $180.0 million, respectively, primarily comprised of investments in non-exchange traded securities, private equity securities, investments in reinsurance contracts, certain corporate loans and at March 31, 2015, investments in managed funds. At March 31, 2015 and December 31, 2014, liability exclusions consisted of $0 million and $0.3 million, respectively, of corporate loan commitments. |
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Sensitivity of Fair Values to Changes in Significant Unobservable Inputs |
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For 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 (if any) are described below: |
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Private equity securities, corporate debt securities, loans and other receivables and loan commitments using comparable pricing valuation techniques. A significant increase (decrease) in the comparable share, bond or loan price in isolation would result in a significant higher (lower) fair value measurement. |
Non-exchange traded securities, corporate debt securities, and loans and other receivables using a market approach valuation technique. A significant increase (decrease) in the EBITDA or other multiples in isolation would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the yield of a corporate debt security, loan and other receivable would result in a significantly lower (higher) fair value measurement. A significant increase (decrease) in the discount rate of a private equity security would result in a significantly lower (higher) fair value measurement. |
Corporate debt securities, and loans and other receivables using scenario analysis. A significant increase (decrease) in the possible recovery rates of the cash flow outcomes underlying the investment would result in a significantly higher (lower) fair value measurement for the financial instrument. |
Collateralized debt obligations, residential and commercial mortgage-backed securities and other asset-backed securities using a discounted cash flow valuation technique. A significant increase (decrease) in isolation in the constant default rate, loss severities or cumulative loss rate and discount rate would result in a significantly lower (higher) fair value measurement. The impact of changes in the constant prepayment rate would have differing impacts depending on the capital structure of the security. A significant increase (decrease) in the loan or bond yield would result in a significant lower (higher) fair value measurement. |
Derivative equity options and equity warrants using an option model. A significant increase (decrease) in volatility would result in a significant higher (lower) fair value measurement. |
Private equity securities using a net asset value technique. A significant increase (decrease) in the discount applied to net asset value would result in a significant (lower) higher fair value measurement. |
Investment in FXCM using a discounted cash flow valuation technique and an option pricing model. A significant increase in term based on the time to pay off the loan would result in a significant higher fair value measurement. A significant increase (decrease) in volatility or time to liquidity event would result in a significant lower (higher) fair value measurement. |
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Fair Value Option Election |
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We have elected the fair value option for all loans and loan commitments made by Jefferies capital markets businesses. These loans and loan commitments include loans entered into by Jefferies investment banking division in connection with client bridge financing and loan syndications, loans purchased by Jefferies leveraged credit trading desk as part of its bank loan trading activities and mortgage loan commitments and fundings in connection with mortgage-backed securitization activities. Loans and loan commitments originated or purchased by Jefferies leveraged credit and mortgage-backed businesses are managed on a fair value basis. Loans are included in Trading assets and loan commitments are included in Trading assets and Trading liabilities. The fair value option election is not applied to loans made to affiliate entities as such loans are entered into as part of ongoing, strategic business ventures. Loans to affiliate entities are included within Loans to and investments in associated companies and are accounted for on an amortized cost basis. We have also elected the fair value option for certain financial instruments held by Jefferies subsidiaries as the investments are risk managed on a fair value basis. The fair value option has also been elected for certain secured financings that arise in connection with Jefferies securitization activities and other structured financings. Other secured financings, receivables from brokers, dealers and clearing organizations, receivables from customers of securities operations, payables to brokers, dealers and clearing organizations and payables to customers of securities operations, are accounted for at cost plus accrued interest rather than at fair value; however, the recorded amounts approximate fair value due to their liquid or short-term nature. |
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The following is a summary of gains (losses) due to changes in instrument specific credit risk on loans and other receivables and loan commitments measured at fair value under the fair value option for the three months ended March 31, 2015 and 2014 (in thousands): |
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| | 2015 | | | 2014 | | | | | | | | | | | | | | | | | | | | |
Financial Instruments Owned: | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and other receivables | $ | 5,389 | | $ | 4,467 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Financial Instruments Sold: | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans | $ | (1,022 | ) | $ | (462 | ) | | | | | | | | | | | | | | | | | | | |
Loan commitments | $ | (7,166 | ) | $ | (2,357 | ) | | | | | | | | | | | | | | | | | | | |
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The following is a summary of the amount by which contractual principal exceeds fair value for loans and other receivables measured at fair value under the fair value option (in thousands): |
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| | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, | | | December 31, | | | | | | | | | | | | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Loans and other receivables (1) | $ | 426,425 | | $ | 403,119 | | | | | | | | | | | | | | | | | | | | |
Loans and other receivables greater than 90 days past due (1) | $ | 28,829 | | $ | 5,594 | | | | | | | | | | | | | | | | | | | | |
Loans and other receivables on nonaccrual status (1) (2) | $ | (36,471 | ) | $ | (22,360 | ) | | | | | | | | | | | | | | | | | | | |
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(1) Interest income is recognized separately from other changes in fair value and is included within Interest income in the Consolidated Statements of Operations. |
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(2) Amounts include all loans and other receivables greater than 90 days past due. |
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The aggregate fair value of loans and other receivables that were greater than 90 days past due was $14.1 million and $0 million at March 31, 2015 and December 31, 2014, respectively. |
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The aggregate fair value of loans and other receivables on nonaccrual status, which includes all loans and other receivables greater than 90 days past due, was $285.7 million and $274.6 million at March 31, 2015 and December 31, 2014, respectively. |
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We have elected the fair value option for Jefferies investment in KCG Holdings, Inc. The change in the fair value of this investment was $34.6 million and $(1.0) million for three months ended March 31, 2015 and 2014, respectively. |
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At March 31, 2015 and December 31, 2014, we owned approximately 46.6 million common shares of HRG, representing approximately 23% of HRG's outstanding common shares, which are accounted for under the fair value option. The shares are included in our Consolidated Statements of Financial Condition at fair value of $581.6 million and $659.9 million at March 31, 2015 and December 31, 2014, respectively. The shares were acquired at an aggregate cost of $475.6 million. The change in the fair value of our investment in HRG aggregated $(78.3) million during the three month period ended March 31, 2015 which is included in other merchant banking businesses and $32.6 million during the three months ended March 31, 2014, of which $12.7 million is included in other merchant banking businesses and $19.9 million is included in Jefferies results of operations for the period it owned certain of these shares. We currently have two directors on HRG's board. We have agreed not to increase our interest in HRG above 27.5% through March 17, 2016. The shares have the benefit of a registration rights agreement, and may be otherwise sold consistent with the securities laws; however, we have agreed not to sell the shares to a party if after such sale the party would own in excess of 4.9% of HRG common stock. |
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We believe accounting for these investments at fair value better reflected the economics of these investments, and quoted market prices for these investments provides an objectively determined fair value at each balance sheet date. Our investment in HomeFed is the only investment accounted for under the equity method of accounting that is also a publicly traded company for which we did not elect the fair value option. HomeFed's common stock is not listed on any stock exchange, and price information for the common stock is not regularly quoted on any automated quotation system. It is traded in the over-the-counter market with high and low bid prices published by the National Association of Securities Dealers OTC Bulletin Board Service; however, trading volume is minimal. For these reasons we did not elect the fair value option for HomeFed. |
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