FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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No. 59-1517485
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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880 Carillon Parkway, St. Petersburg, Florida
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33716
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(
727) 567-1000
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 Par Value
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New York Stock Exchange
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6.90% Senior Notes Due 2042
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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PAGE
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PART I.
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Item 1.
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Business
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Item 1A.
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Risk factors
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Item 1B.
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Unresolved staff comments
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Item 2.
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Properties
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Item 3.
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Legal proceedings
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PART II.
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Item 5.
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Market for registrant’s common equity, related shareholder matters and issuer purchases of equity securities
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Item 6.
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Selected financial data
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Item 7.
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Management’s discussion and analysis of financial condition and results of operations
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Item 7A.
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Quantitative and qualitative disclosures about market risk
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Item 8.
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Financial statements and supplementary data
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Item 9.
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Changes in and disagreements with accountants on accounting and financial disclosure
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Item 9A.
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Controls and procedures
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Item 9B.
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Other information
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PART III.
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Item 10.
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Directors, executive officers and corporate governance
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Item 11.
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Executive compensation
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Item 12.
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Security ownership of certain beneficial owners and management and related shareholder matters
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Item 13.
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Certain relationships and related transactions, and director independence
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Item 14.
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Principal accountant fees and services
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PART IV.
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Item 15.
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Exhibits
, financial statement schedules
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Item 1.
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BUSINESS
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Jennifer C. Ackart
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49
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Senior Vice President, Controller
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Bella Loykhter Allaire
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60
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Executive Vice President - Technology and Operations - Raymond James & Associates, Inc. since June, 2011; Managing Director and Chief Information Officer, UBS Wealth Management Americas, November, 2006 - January, 2011
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Paul D. Allison
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57
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Chairman, President and CEO - Raymond James Ltd. since January, 2009; Co-President and Co-CEO - Raymond James Ltd., August, 2008 - January, 2009; Executive Vice President and Vice Chairman, Merrill Lynch Canada, December, 2007 - August, 2008; Executive Vice President and Managing Director, Co-Head of Canada Investment Banking, Merrill Lynch Canada, March, 2001 - December, 2007
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John C. Carson, Jr.
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57
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President - Raymond James Financial, Inc. since April, 2012; President - Morgan Keegan & Company, LLC, formerly known as Morgan Keegan & Company, Inc., since July, 2013; Chief Executive Officer and Executive Managing Director - Morgan Keegan & Company, Inc., March, 2008 - July, 2013; President - Fixed Income Capital Markets - Morgan Keegan & Company, Inc., 1994 - February, 2008
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George Catanese
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54
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Senior Vice President and Chief Risk Officer since October, 2005; Director, Internal Audit, November, 2001 - October, 2005
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Jeffrey A. Dowdle
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49
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President - Asset Management Services - Raymond James & Associates, Inc. since January, 2005; Senior Vice President - Raymond James & Associates, Inc. since January, 2005
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Jeffrey P. Julien
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57
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Executive Vice President - Finance, Chief Financial Officer and Treasurer
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Paul L. Matecki
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57
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Senior Vice President - General Counsel, Secretary
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Steven M. Raney
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48
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President and CEO - Raymond James Bank, N.A. since January, 2006; Partner and Director of Business Development, LCM Group, February, 2005 - December, 2005; various executive positions in the Tampa Bay area, Bank of America, June, 1988 - January, 2005
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Jeffrey E. Trocin
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54
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Executive Vice President - Equity Capital Markets - Raymond James & Associates, Inc.; President - Global Equities and Investment Banking - Raymond James & Associates, Inc. since July, 2013
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Dennis W. Zank
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59
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Chief Operating Officer since January, 2012; Chief Executive Officer - Raymond James & Associates, Inc. since January, 2012; President - Raymond James & Associates, Inc., December, 2002 - December, 2011
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Item 3.
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LEGAL PROCEEDINGS
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Item 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Fiscal year
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||||||||||||||
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2013
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2012
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High
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Low
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High
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Low
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||||||||
First quarter
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$
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39.99
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$
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36.26
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$
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32.37
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$
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23.16
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Second quarter
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$
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48.22
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$
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39.23
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$
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38.18
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$
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31.59
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Third quarter
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$
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46.73
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$
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39.31
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$
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37.67
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$
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31.96
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Fourth quarter
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$
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45.55
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$
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41.11
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$
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38.95
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$
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30.99
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Number of shares
purchased
(1)
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Average price
per share
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October 1, 2012 – October 31, 2012
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48
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$
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36.73
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November 1, 2012 – November 30, 2012
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37,482
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36.78
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December 1, 2012 – December 31, 2012
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183,115
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37.63
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First quarter
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220,645
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$
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37.48
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January 1, 2013 – January 31, 2013
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24,328
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$
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39.01
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February 1, 2013 – February 28, 2013
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2,050
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41.23
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March 1, 2013 – March 31, 2013
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3,208
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35.90
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Second quarter
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29,586
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$
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38.83
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April 1, 2013 – April 30, 2013
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5,928
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$
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44.40
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May 1, 2013 – May 31, 2013
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23,532
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41.52
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June 1, 2013 – June 30, 2013
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552
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41.93
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Third quarter
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30,012
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$
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42.10
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July 1, 2013 – July 31, 2013
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9,637
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$
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43.31
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August 1, 2013 – August 31, 2013
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17,489
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42.97
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September 1, 2013 – September 30, 2013
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282
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39.77
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Fourth quarter
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27,408
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$
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43.06
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Fiscal year total
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307,651
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$
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38.56
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(1)
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We purchase our own stock in conjunction with a number of activities, each of which are described below. We do not have a formal stock repurchase plan. As of
September 30, 2013
, there is
$49.4 million
remaining on the current authorization of our Board of Directors for open market share repurchases.
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Item 6.
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SELECTED FINANCIAL DATA
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Year ended September 30,
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2013
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2012
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2011
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2010
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2009
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(in thousands, except per share data)
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Operating results:
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Total revenues
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$
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4,595,798
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$
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3,897,900
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$
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3,399,886
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$
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2,979,516
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$
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2,602,519
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Net revenues
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$
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4,485,427
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$
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3,806,531
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$
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3,334,056
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$
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2,916,665
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$
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2,545,566
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Net income attributable to RJF
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$
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367,154
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$
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295,869
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$
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278,353
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$
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228,283
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$
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152,750
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Net income per share - basic
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$
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2.64
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$
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2.22
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$
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2.20
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$
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1.83
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$
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1.25
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(1)
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Net income per share - diluted
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$
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2.58
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$
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2.20
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$
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2.19
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$
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1.83
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$
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1.25
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(1)
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Weighted-average common shares outstanding - basic
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137,732
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130,806
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122,448
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119,335
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117,188
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(1)
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Weighted-average common and common equivalent shares outstanding - diluted
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140,541
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131,791
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122,836
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119,592
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117,288
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(1)
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Cash dividends per common share - declared
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$
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0.56
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$
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0.52
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$
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0.52
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$
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0.44
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$
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0.44
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Financial condition:
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Total assets
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$
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23,186,122
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$
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21,160,265
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$
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18,006,995
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$
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17,883,081
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(2)
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$
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18,226,728
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(3)
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Long-term debt
(4)
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$
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1,239,855
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$
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1,385,514
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$
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662,006
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$
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416,369
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$
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477,423
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Shareholders’ equity
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$
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3,662,924
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$
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3,268,940
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$
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2,587,619
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$
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2,302,816
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$
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2,032,463
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Shares outstanding
(5)
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138,750
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136,076
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123,273
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121,041
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118,799
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Book value per share at end of year
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$
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26.40
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$
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24.02
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$
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20.99
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$
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19.03
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$
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17.11
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Tangible book value per share at end of year (a non-GAAP measure)
(6)
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$
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23.86
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$
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21.42
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$
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20.45
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$
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18.49
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$
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16.56
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(1)
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Effective for fiscal year 2010, we implemented new accounting guidance that changed the manner in which earnings per share were computed. The new guidance requires unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) to be considered participating securities and, therefore, included in the earnings allocation in computing earnings per share under the two-class method. Our unvested restricted shares and certain restricted stock units granted as part of our share-based compensation are considered participating securities. To enhance comparability, the earnings per share amounts and the weighted-average share amounts outstanding has been revised from the amounts initially reported, to reflect the amounts which would have been presented had this accounting guidance been effective in that year.
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(2)
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Total assets include $3.1 billion in qualifying assets, offset by $2.4 billion in overnight borrowings and $700 million in additional RJBDP deposits to meet point-in-time regulatory balance sheet composition requirements related to RJ Bank’s qualifying as a thrift institution at such time.
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(3)
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Total assets include $1.2 billion in U.S. Treasury securities and $2 billion in reverse repurchase agreements, offset by $2.3 billion in additional RJBDP deposits and $900 million in overnight borrowings to meet point-in-time regulatory balance sheet composition requirements related to RJ Bank’s qualifying as a thrift institution at such time.
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(4)
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Includes the portion of the following debt instruments which repayment is due later than twelve months from September 30 of the respective year: our senior notes, loans payable of consolidated variable interest entities (“VIE”) (which are non-recourse to us), Federal Home Loan Bank (“FHLB”) advances, our mortgage loan, the minimum required outstanding balance on the New Regions Credit Agreement (as hereinafter defined in Item 7 - Borrowings and Financing Arrangements in this Form 10-K), and the term debt of any joint venture we consolidate.
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(5)
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Excludes non-vested shares.
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(6)
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This non-GAAP measure is computed by dividing shareholders’ equity, less goodwill and other identifiable intangible assets, net of their related deferred tax balances (which are
$9 million
,
$8 million
and
$6 million
as of
September 30, 2013
,
2012
and
2011
respectively), by the number of shares outstanding. Management believes tangible book value per share is a measure that is useful to assess capital strength and that the GAAP and non-GAAP measures should be considered together.
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Item 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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(1)
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Refer to the discussion and reconciliation of the GAAP results to the non-GAAP results in the “Non-GAAP Reconciliation” section of this MD&A.
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•
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Our Private Client Group segment generated net revenues of $2.9 billion, an 18% increase, while pre-tax income increased 7% to $230 million. The increase in revenues is primarily attributable to increased securities commissions and fee revenues, predominately arising from fee-based accounts. Pre-tax income was negatively impacted by an increase in commission expenses (driven primarily by the increase in corresponding commission revenues) as well as an increase in communication and information processing expense. Client assets under administration of the Private Client Group increased 9% over the prior year, to $402.6 billion at September 30, 2013.
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•
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The Capital Markets segment generated net revenues of $927 million, a 15% increase, while pre-tax income increased 35% to $102 million. We experienced significant increases in institutional fixed income commission revenues, merger and acquisition fees, and fixed income investment banking revenues. Equity capital markets commission levels increased as a result of improved equity market conditions. Results from our equity capital markets investment banking business have been uneven throughout the year, characterized by intermittent periods of significant activity, and ending the year with strong results. Our fixed income operations improved overall, but were negatively impacted during times of adverse fixed income market conditions. These adverse conditions resulted from medium and longer term interest rate volatility, which negatively impacted our trading results.
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•
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Our Asset Management segment generated revenues of $293 million, a 23% increase, while pre-tax income increased 43% to $96 million. Assets under management in managed programs increased 31% to a record $56 billion as of September 30, 2013. Strong net inflows of client assets in managed programs, including from legacy MK & Co. branches, market appreciation, and our acquisition of an interest in ClariVest, contributed to the increase.
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•
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RJ Bank generated $268 million in pre-tax income, an 11%, increase. The increase resulted primarily from the significant decrease in the loan loss provision expense and an increase in net interest income. The decrease in the loan loss provision expense resulted from an improved credit environment, the favorable resolution of certain problem loans, and a significant reduction in residential mortgage delinquent loans. The increase in net interest income was primarily the result of an increase in average loans outstanding.
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•
|
In our non-operating Other segment, our results reflect a $6 million increase in our pre-tax loss. This segment includes certain corporate expenses, our principal capital and our private equity activities. Our results were favorably impacted by the sale of our indirect investment in Albion Medical Holdings, Inc. (“Albion”) in April, 2013. The Albion investment generated an increase of $18 million in pre-tax income (net of noncontrolling interests). We also experienced other less significant increases on other investments in our private equity portfolio. Those increases were more than offset by additional acquisition and integration related costs incurred from the Morgan Keegan acquisition, and a full year’s interest expense associated with debt financings executed in March 2012 to finance a portion of the acquisition.
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•
|
Our earnings benefited from a favorable effective tax rate in fiscal year 2013. Our effective tax rate in fiscal year 2013 decreased to 34.9% from 37.3% in fiscal year 2012. The tax rate decrease primarily resulted from a nonrecurring tax benefit resulting from a change in management’s repatriation strategy of certain foreign earnings as well as a significant increase in nontaxable income associated with the change in market value of company-owned life insurance.
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•
|
Our Private Client Group segment generated net revenues of $2.5 billion in fiscal year 2012, a 13% increase over the prior year. Pre-tax income of $215 million represents a 2% decrease compared to the prior year. The increase in revenues is in large part due to our acquisition of Morgan Keegan and the high levels of retention of the Morgan Keegan financial advisors since the acquisition Closing Date. Client assets under administration of the Private Client Group increased 44% at September 30, 2012 as compared to the prior year, to $368 billion, which is a result of both the assets brought on by Morgan Keegan branches and 19% growth in legacy RJF private client assets. Fiscal year 2012’s pre-tax income was negatively impacted by a significant increase in our technology costs resulting from system enhancements to existing platforms and projects which address numerous regulatory requirements.
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(1)
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Refer to the discussion and reconciliation of the GAAP results to the non-GAAP results in the “Non-GAAP Reconciliation” section of this MD&A.
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•
|
The Capital Markets segment realized a $7 million, or 8%, decrease in pre-tax income. After adjusting for the adverse impact of the emerging markets businesses, the segment generated an increase in pre-tax income of $5 million, or 6%, as compared to the prior year, this despite very challenging equity capital markets conditions throughout the year. As a result of our Morgan Keegan acquisition, we realized substantially increased fixed income institutional sales commissions as well an increase in trading profits compared to the prior year. Our acquisition of Morgan Keegan provides us with significantly increased scale in the capital markets industry, primarily as it pertains to fixed income operations and public finance. Weakness in the equity capital markets throughout the year significantly impacted both our institutional equity sales commission levels as well as our equity underwriting fee revenues. A decrease in fiscal year 2012 equity capital markets activity in Canada, which had a particularly strong prior year, also had a significant negative impact on our fiscal year 2012 segment results.
|
•
|
Our Asset Management segment generated $67 million of pre-tax income in fiscal year 2012, a 2% increase compared to the prior year. Assets under management increased to record levels as of September 30, 2012. Net inflows of client assets, including assets of Morgan Keegan clients, and appreciation in the market values of assets drove the increase.
|
•
|
RJ Bank generated a $67 million, or 39%, increase in pre-tax income over the prior year to a record $240 million. The increase primarily resulted from an increase in net interest revenues resulting from higher average loan balances while maintaining the net interest spread at a level consistent with the prior year, and a lower loan loss provision resulting primarily from improved credit characteristics both in our loan portfolio and in the markets as a whole.
|
•
|
In our non-operating Other segment, our results reflect a $127 million pre-tax loss. This segment includes our principal capital and private equity activities which produced pre-tax income of $15 million (after consideration of the attribution to noncontrolling interests) generated by income received and positive valuation adjustments arising from certain of our investments in that portfolio. The segment also includes $59 million of acquisition and integration related costs we incurred in fiscal year 2012 that were associated with the Morgan Keegan acquisition, as well as $62 million of interest expense. The interest expense includes additional interest expense resulting from March 2012 financings to fund a portion of the Morgan Keegan acquisition.
|
•
|
Our effective tax rate in fiscal year 2012 decreased to 37.3% from the prior year rate of 39.7%, primarily resulting from gains realized in fiscal year 2012 (as compared to losses in the prior year) on our company-owned life insurance investments, which are not subject to tax.
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Total company
|
|
|
|
|
|
||||||
Revenues
|
$
|
4,595,798
|
|
|
$
|
3,897,900
|
|
|
$
|
3,399,886
|
|
Pre-tax income excluding noncontrolling interests
|
564,187
|
|
|
471,525
|
|
|
461,247
|
|
|||
|
|
|
|
|
|
||||||
Private Client Group
|
|
|
|
|
|
|
|
|
|||
Revenues
|
2,930,603
|
|
|
2,484,670
|
|
|
2,192,422
|
|
|||
Pre-tax income
|
230,315
|
|
|
215,091
|
|
|
220,299
|
|
|||
|
|
|
|
|
|
||||||
Capital Markets
|
|
|
|
|
|
|
|
|
|||
Revenues
|
945,477
|
|
|
820,852
|
|
|
707,460
|
|
|||
Pre-tax income
|
102,171
|
|
|
75,755
|
|
|
82,521
|
|
|||
|
|
|
|
|
|
||||||
Asset Management
|
|
|
|
|
|
|
|
|
|||
Revenues
|
292,817
|
|
|
237,224
|
|
|
226,511
|
|
|||
Pre-tax income
|
96,300
|
|
|
67,241
|
|
|
66,176
|
|
|||
|
|
|
|
|
|
||||||
RJ Bank
|
|
|
|
|
|
|
|
|
|||
Revenues
|
356,130
|
|
|
345,693
|
|
|
281,992
|
|
|||
Pre-tax income
|
267,714
|
|
|
240,158
|
|
|
172,993
|
|
|||
|
|
|
|
|
|
||||||
Other
|
|
|
|
|
|
|
|
|
|||
Revenues
|
126,401
|
|
|
58,412
|
|
|
27,329
|
|
|||
Pre-tax loss
|
(132,313
|
)
|
|
(126,720
|
)
|
|
(80,742
|
)
|
|||
|
|
|
|
|
|
||||||
Intersegment eliminations
|
|
|
|
|
|
|
|
|
|||
Revenues
|
(55,630
|
)
|
|
(48,951
|
)
|
|
(35,828
|
)
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in thousands, except per share amounts)
|
||||||||||
Net income attributable to RJF, Inc. - GAAP basis
|
$
|
367,154
|
|
|
$
|
295,869
|
|
|
$
|
278,353
|
|
Non-GAAP adjustments :
|
|
|
|
|
|
||||||
Acquisition related expenses
(1)
|
73,454
|
|
|
59,284
|
|
|
—
|
|
|||
RJF’s share of RJES goodwill impairment expense
(2)
|
4,564
|
|
|
—
|
|
|
—
|
|
|||
RJES restructuring expense
(3)
|
1,902
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
(4)
|
—
|
|
|
1,738
|
|
|
—
|
|
|||
Loss on auction rate securities repurchased
(5)
|
—
|
|
|
—
|
|
|
41,391
|
|
|||
Pre-tax non-GAAP adjustments
|
79,920
|
|
|
61,022
|
|
|
41,391
|
|
|||
Tax effect of non-GAAP adjustments
(6)
|
(27,908
|
)
|
|
(22,731
|
)
|
|
(16,412
|
)
|
|||
Net income attributable to RJF, Inc. - Non-GAAP basis
|
$
|
419,166
|
|
|
$
|
334,160
|
|
|
$
|
303,332
|
|
Non-GAAP adjustments to common shares outstanding:
|
|
|
|
|
|
||||||
Effect of the February 2012 share issuance on weighted average common shares outstanding
(7)
|
—
|
|
|
(1,396
|
)
|
|
—
|
|
|||
Non-GAAP earnings per common share:
|
|
|
|
|
|
||||||
Non-GAAP basic
|
$
|
3.01
|
|
|
$
|
2.53
|
|
|
$
|
2.40
|
|
Non-GAAP diluted
|
$
|
2.95
|
|
|
$
|
2.51
|
|
|
$
|
2.39
|
|
Average equity - GAAP basis
(8)
|
$
|
3,465,323
|
|
|
$
|
3,037,789
|
|
|
$
|
2,472,726
|
|
Average equity - non-GAAP basis
(9)
|
$
|
3,483,531
|
|
|
$
|
3,027,259
|
|
|
$
|
2,477,722
|
|
Return on equity
|
10.6
|
%
|
|
9.7
|
%
|
|
11.3
|
%
|
|||
Return on equity - non-GAAP basis
(10)
|
12.0
|
%
|
|
11.0
|
%
|
|
12.2
|
%
|
(1)
|
The non-GAAP adjustment adds back to pre-tax income one-time acquisition and integration expenses associated with acquisitions that were incurred during each respective period.
|
(2)
|
The non-GAAP adjustment adds back to pre-tax income RJF’s share of the total goodwill impairment expense associated with our RJES reporting unit. See further discussion of this impairment expense in the Goodwill section of this Item 7 and in Note 13 of the Notes to Consolidated Financial Statements in this Form 10-K.
|
(3)
|
The non-GAAP adjustment adds back to pre-tax income restructuring expenses associated with our RJES operations.
|
(4)
|
The non-GAAP adjustment adds back to pre-tax income the incremental interest expense incurred during the March 31, 2012 quarter on debt financings that occurred in March 2012, prior to and in anticipation of, the closing of the Morgan Keegan acquisition.
|
(5)
|
The non-GAAP adjustment adds back to pre-tax income the loss associated with the resolution of the ARS matter.
|
(6)
|
The non-GAAP adjustment reduces net income for the income tax effect of all the pre-tax non-GAAP adjustments, utilizing the effective tax rate applicable to the respective year.
|
(7)
|
The non-GAAP adjustment to the weighted average common shares outstanding in the basic and diluted non-GAAP earnings per share computation reduces the actual shares outstanding for the effect of the 11,075,000 common shares issued by RJF in February 2012 as a component of our financing of the Morgan Keegan acquisition.
|
(8)
|
Computed by adding the total equity attributable to RJF, Inc. as of each quarter-end date during the indicated year to date period, plus the beginning of the year total, divided by five.
|
(9)
|
The calculation of non-GAAP average equity includes the impact on equity of the non-GAAP adjustments described in the table above, as applicable for each respective period.
|
(10)
|
Computed by utilizing the net income attributable to RJF, Inc.-non-GAAP basis and the average equity-non-GAAP basis, for each respective period. See footnote (9) above for the calculation of average equity-non-GAAP basis.
|
|
Year ended September 30,
|
|||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
|
Average
balance
(1)
|
|
Interest
inc./exp.
|
|
Average
yield/cost
|
|
Average
balance
(1)
|
|
Interest
inc./exp.
|
|
Average
yield/cost
|
|
Average
balance
(1)
|
|
Interest
inc./exp.
|
|
Average
yield/cost
|
|||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Margin balances
|
$
|
1,775,251
|
|
|
$
|
60,931
|
|
|
3.43
|
%
|
|
$
|
1,695,197
|
|
|
$
|
60,104
|
|
|
3.55
|
%
|
|
$
|
1,495,931
|
|
|
$
|
52,361
|
|
|
3.50
|
%
|
Assets segregated pursuant to regulations and other segregated assets
|
3,554,917
|
|
|
17,251
|
|
|
0.49
|
%
|
|
3,236,290
|
|
|
16,050
|
|
|
0.50
|
%
|
|
2,480,244
|
|
|
16,343
|
|
|
0.66
|
%
|
||||||
Bank loans, net of unearned income
(2)
|
8,605,013
|
|
|
335,964
|
|
|
3.90
|
%
|
|
7,501,832
|
|
|
319,211
|
|
|
4.26
|
%
|
|
6,291,748
|
|
|
270,057
|
|
|
4.29
|
%
|
||||||
Available for sale securities
|
739,976
|
|
|
8,005
|
|
|
1.08
|
%
|
|
659,053
|
|
|
9,076
|
|
|
1.38
|
%
|
|
402,229
|
|
|
10,815
|
|
|
2.69
|
%
|
||||||
Trading instruments
(3)
|
742,991
|
|
|
20,089
|
|
|
2.70
|
%
|
|
764,365
|
|
|
20,977
|
|
|
2.74
|
%
|
|
598,155
|
|
|
20,549
|
|
|
3.44
|
%
|
||||||
Stock loan
|
349,285
|
|
|
8,271
|
|
|
2.37
|
%
|
|
577,879
|
|
|
9,110
|
|
|
1.58
|
%
|
|
649,529
|
|
|
6,035
|
|
|
0.93
|
%
|
||||||
Loans to financial advisors
(3)
|
421,645
|
|
|
6,510
|
|
|
1.54
|
%
|
|
342,858
|
|
|
4,797
|
|
|
1.40
|
%
|
|
225,461
|
|
|
4,688
|
|
|
2.08
|
%
|
||||||
Corporate cash and all other
(3)
|
3,076,912
|
|
|
16,578
|
|
|
0.54
|
%
|
|
2,415,466
|
|
|
13,933
|
|
|
0.58
|
%
|
|
2,129,560
|
|
|
11,470
|
|
|
0.54
|
%
|
||||||
Total
|
$
|
19,265,990
|
|
|
$
|
473,599
|
|
|
2.46
|
%
|
|
$
|
17,192,940
|
|
|
$
|
453,258
|
|
|
2.64
|
%
|
|
$
|
14,272,857
|
|
|
$
|
392,318
|
|
|
2.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brokerage client liabilities
|
$
|
4,866,091
|
|
|
2,049
|
|
|
0.04
|
%
|
|
$
|
4,258,197
|
|
|
$
|
2,213
|
|
|
0.05
|
%
|
|
$
|
3,456,009
|
|
|
$
|
3,422
|
|
|
0.10
|
%
|
|
Bank deposits
(2)
|
9,133,260
|
|
|
9,032
|
|
|
0.10
|
%
|
|
8,032,768
|
|
|
9,484
|
|
|
0.12
|
%
|
|
6,967,727
|
|
|
12,543
|
|
|
0.18
|
%
|
||||||
Trading instruments sold but not yet purchased
(3)
|
241,334
|
|
|
3,595
|
|
|
1.49
|
%
|
|
173,458
|
|
|
2,437
|
|
|
1.40
|
%
|
|
162,616
|
|
|
3,621
|
|
|
2.23
|
%
|
||||||
Stock borrow
|
125,507
|
|
|
2,158
|
|
|
1.72
|
%
|
|
163,262
|
|
|
1,976
|
|
|
1.21
|
%
|
|
224,306
|
|
|
1,807
|
|
|
0.81
|
%
|
||||||
Borrowed funds
|
361,317
|
|
|
4,724
|
|
|
1.31
|
%
|
|
314,975
|
|
|
5,915
|
|
|
1.88
|
%
|
|
133,216
|
|
|
3,969
|
|
|
2.98
|
%
|
||||||
Senior notes
|
1,148,759
|
|
|
76,113
|
|
|
6.63
|
%
|
|
877,066
|
|
|
58,523
|
|
|
6.67
|
%
|
|
473,112
|
|
|
31,320
|
|
|
6.62
|
%
|
||||||
Loans payable of consolidated variable interest entities
(3)
|
70,325
|
|
|
3,959
|
|
|
5.63
|
%
|
|
88,762
|
|
|
5,032
|
|
|
5.67
|
%
|
|
105,509
|
|
|
6,049
|
|
|
5.73
|
%
|
||||||
Other
(3)
|
336,226
|
|
|
8,741
|
|
|
2.60
|
%
|
|
282,359
|
|
|
5,789
|
|
|
2.05
|
%
|
|
61,717
|
|
|
3,099
|
|
|
5.02
|
%
|
||||||
Total
|
$
|
16,282,819
|
|
|
$
|
110,371
|
|
|
0.68
|
%
|
|
$
|
14,190,847
|
|
|
$
|
91,369
|
|
|
0.64
|
%
|
|
$
|
11,584,212
|
|
|
$
|
65,830
|
|
|
0.57
|
%
|
Net interest income
|
|
|
|
$
|
363,228
|
|
|
|
|
|
|
|
|
$
|
361,889
|
|
|
|
|
|
|
|
$
|
326,488
|
|
|
|
(1)
|
Represents average daily balance, unless otherwise noted.
|
(2)
|
See Results of Operations – RJ Bank in this MD&A for further information.
|
(3)
|
Average balance is calculated based on the average of the end of month balances for each month within the period.
|
|
Year ended September 30,
|
||||||||||||||||
|
2013
|
|
% change
|
|
2012
|
|
% change
|
|
2011
|
||||||||
|
($ in thousands)
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Securities commissions and fees:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Equities
|
$
|
289,395
|
|
|
10
|
%
|
|
$
|
263,578
|
|
|
(5
|
)%
|
|
$
|
276,562
|
|
Fixed income products
|
98,994
|
|
|
18
|
%
|
|
83,698
|
|
|
39
|
%
|
|
60,193
|
|
|||
Mutual funds
|
621,459
|
|
|
21
|
%
|
|
514,146
|
|
|
12
|
%
|
|
458,555
|
|
|||
Fee-based accounts
|
1,016,340
|
|
|
26
|
%
|
|
808,361
|
|
|
18
|
%
|
|
685,672
|
|
|||
Insurance and annuity products
|
338,666
|
|
|
12
|
%
|
|
303,628
|
|
|
16
|
%
|
|
261,045
|
|
|||
New issue sales credits
|
90,747
|
|
|
10
|
%
|
|
82,811
|
|
|
10
|
%
|
|
75,590
|
|
|||
Sub-total securities commissions and fees
|
2,455,601
|
|
|
19
|
%
|
|
2,056,222
|
|
|
13
|
%
|
|
1,817,617
|
|
|||
Interest
|
96,926
|
|
|
1
|
%
|
|
95,866
|
|
|
17
|
%
|
|
82,272
|
|
|||
Account and service fees:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Client account and service fees
|
162,283
|
|
|
9
|
%
|
|
148,873
|
|
|
20
|
%
|
|
123,674
|
|
|||
Mutual fund and annuity service fees
|
168,055
|
|
|
23
|
%
|
|
136,514
|
|
|
24
|
%
|
|
110,281
|
|
|||
Client transaction fees
|
16,932
|
|
|
(21
|
)%
|
|
21,547
|
|
|
(37
|
)%
|
|
34,162
|
|
|||
Correspondent clearing fees
|
3,059
|
|
|
9
|
%
|
|
2,812
|
|
|
(19
|
)%
|
|
3,454
|
|
|||
Account and service fees – all other
|
282
|
|
|
29
|
%
|
|
219
|
|
|
2
|
%
|
|
215
|
|
|||
Sub-total account and service fees
|
350,611
|
|
|
13
|
%
|
|
309,965
|
|
|
14
|
%
|
|
271,786
|
|
|||
Other
|
27,465
|
|
|
21
|
%
|
|
22,617
|
|
|
9
|
%
|
|
20,747
|
|
|||
Total revenues
|
2,930,603
|
|
|
18
|
%
|
|
2,484,670
|
|
|
13
|
%
|
|
2,192,422
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
11,625
|
|
|
5
|
%
|
|
11,039
|
|
|
5
|
%
|
|
10,548
|
|
|||
Net revenues
|
2,918,978
|
|
|
18
|
%
|
|
2,473,631
|
|
|
13
|
%
|
|
2,181,874
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales commissions
|
1,765,933
|
|
|
18
|
%
|
|
1,491,286
|
|
|
12
|
%
|
|
1,332,207
|
|
|||
Admin & incentive compensation and benefit costs
|
481,253
|
|
|
14
|
%
|
|
420,553
|
|
|
22
|
%
|
|
344,063
|
|
|||
Communications and information processing
|
163,125
|
|
|
43
|
%
|
|
113,931
|
|
|
62
|
%
|
|
70,472
|
|
|||
Occupancy and equipment
|
113,573
|
|
|
19
|
%
|
|
95,551
|
|
|
24
|
%
|
|
77,186
|
|
|||
Business development
|
65,679
|
|
|
—
|
|
|
65,505
|
|
|
18
|
%
|
|
55,542
|
|
|||
Clearance and other
|
99,100
|
|
|
38
|
%
|
|
71,714
|
|
|
(13
|
)%
|
|
82,445
|
|
|||
Total non-interest expenses
|
2,688,663
|
|
|
19
|
%
|
|
2,258,540
|
|
|
15
|
%
|
|
1,961,915
|
|
|||
Income before taxes and including noncontrolling interests
|
230,315
|
|
|
7
|
%
|
|
215,091
|
|
|
(2
|
)%
|
|
219,959
|
|
|||
Noncontrolling interests
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(340
|
)
|
|||
Pre-tax income excluding noncontrolling interests
|
$
|
230,315
|
|
|
7
|
%
|
|
$
|
215,091
|
|
|
(2
|
)%
|
|
$
|
220,299
|
|
Margin on net revenues
|
7.9
|
%
|
|
|
|
|
8.7
|
%
|
|
|
|
10.1
|
%
|
|
Employees
|
|
Independent contractors
|
|
September 30, 2013 total
|
|
September 30, 2012 total
(1)
|
||||
RJ&A
|
2,443
|
|
|
—
|
|
|
2,443
|
|
|
1,594
|
|
MK & Co.
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
892
|
|
RJFS
|
—
|
|
|
3,275
|
|
|
3,275
|
|
|
3,220
|
|
RJ Ltd.
|
176
|
|
|
230
|
|
|
406
|
|
|
438
|
|
RJIS
|
—
|
|
|
73
|
|
|
73
|
|
|
66
|
|
Total financial advisors
|
2,619
|
|
|
3,578
|
|
|
6,197
|
|
|
6,210
|
|
(2)
|
We acquired Morgan Keegan on April 2, 2012. We successfully integrated the PCG operations of MK & Co. onto the RJ&A platform in February 2013. At that time, 863 financial advisors of MK & Co. became RJ&A financial advisors.
|
|
Traditional branches
|
|
Satellite offices
|
|
Independent contractor branches
|
|
September 30, 2013 total
|
|
September 30, 2012 total
(1)
|
|||||
RJ&A
|
242
|
|
|
107
|
|
|
—
|
|
|
349
|
|
|
228
|
|
MK & Co.
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
RJFS
|
—
|
|
|
572
|
|
|
1,433
|
|
|
2,005
|
|
|
1,996
|
|
RJ Ltd.
|
12
|
|
|
24
|
|
|
86
|
|
|
122
|
|
|
122
|
|
RJIS
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
|
39
|
|
Total branch locations
|
254
|
|
|
703
|
|
|
1,561
|
|
|
2,518
|
|
|
2,524
|
|
(1)
|
As of September 30, 2013 we no longer include investment advisor representative branches as part of our branch count. The prior year counts have been revised to provide consistency in the application of our current criteria.
|
(2)
|
We acquired Morgan Keegan on April 2, 2012. We successfully integrated the PCG operations of MK & Co. onto the RJ&A platform in February 2013.
|
|
Year ended September 30,
|
||||||||||||||||
|
2013
|
|
% change
|
|
2012
|
|
% change
|
|
2011
|
||||||||
|
($ in thousands)
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Institutional sales commissions:
|
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
$
|
246,588
|
|
|
7
|
%
|
|
$
|
230,080
|
|
|
(12
|
)%
|
|
$
|
261,321
|
|
Fixed income
|
326,792
|
|
|
22
|
%
|
|
266,884
|
|
|
109
|
%
|
|
127,436
|
|
|||
Sub-total institutional sales commissions
|
573,380
|
|
|
15
|
%
|
|
496,964
|
|
|
28
|
%
|
|
388,757
|
|
|||
Equity underwriting fees
|
84,099
|
|
|
14
|
%
|
|
73,976
|
|
|
(35
|
)%
|
|
113,751
|
|
|||
Fixed income investment banking revenues
|
48,133
|
|
|
30
|
%
|
|
36,987
|
|
|
130
|
%
|
|
16,070
|
|
|||
Mergers & acquisitions fees
|
115,366
|
|
|
64
|
%
|
|
70,226
|
|
|
(16
|
)%
|
|
83,131
|
|
|||
Tax credit funds syndication fees
|
25,272
|
|
|
(20
|
)%
|
|
31,693
|
|
|
(12
|
)%
|
|
36,062
|
|
|||
Private placement fees
|
14,249
|
|
|
29
|
%
|
|
11,005
|
|
|
467
|
%
|
|
1,940
|
|
|||
Trading profit
|
28,117
|
|
|
(44
|
)%
|
|
50,426
|
|
|
108
|
%
|
|
24,230
|
|
|||
Interest
|
22,145
|
|
|
(3
|
)%
|
|
22,930
|
|
|
—
|
|
|
22,962
|
|
|||
Other
|
34,716
|
|
|
30
|
%
|
|
26,645
|
|
|
30
|
%
|
|
20,557
|
|
|||
Total revenues
|
945,477
|
|
|
15
|
%
|
|
820,852
|
|
|
16
|
%
|
|
707,460
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
18,069
|
|
|
11
|
%
|
|
16,289
|
|
|
(3
|
)%
|
|
16,796
|
|
|||
Net revenues
|
927,408
|
|
|
15
|
%
|
|
804,563
|
|
|
16
|
%
|
|
690,664
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales commissions
|
222,424
|
|
|
22
|
%
|
|
181,809
|
|
|
34
|
%
|
|
135,187
|
|
|||
Admin & incentive compensation and benefit costs
|
428,215
|
|
|
10
|
%
|
|
388,755
|
|
|
15
|
%
|
|
339,181
|
|
|||
Communications and information processing
|
65,728
|
|
|
13
|
%
|
|
58,305
|
|
|
27
|
%
|
|
46,050
|
|
|||
Occupancy and equipment
|
36,435
|
|
|
14
|
%
|
|
31,865
|
|
|
29
|
%
|
|
24,701
|
|
|||
Business development
|
39,308
|
|
|
3
|
%
|
|
38,019
|
|
|
5
|
%
|
|
36,279
|
|
|||
Losses of real estate partnerships held by consolidated variable interest entities
|
26,180
|
|
|
27
|
%
|
|
20,579
|
|
|
20
|
%
|
|
17,166
|
|
|||
Impairment of goodwill associated with RJES
|
6,933
|
|
|
NM
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Clearance and other
|
34,199
|
|
|
(18
|
)%
|
|
41,852
|
|
|
36
|
%
|
|
30,694
|
|
|||
Total non-interest expenses
|
859,422
|
|
|
13
|
%
|
|
761,184
|
|
|
21
|
%
|
|
629,258
|
|
|||
Income before taxes and including noncontrolling interests
|
67,986
|
|
|
57
|
%
|
|
43,379
|
|
|
(29
|
)%
|
|
61,406
|
|
|||
Noncontrolling interests
|
(34,185
|
)
|
|
|
|
|
(32,376
|
)
|
|
|
|
|
(21,115
|
)
|
|||
Pre-tax income excluding noncontrolling interests
|
$
|
102,171
|
|
|
35
|
%
|
|
$
|
75,755
|
|
|
(8
|
)%
|
|
$
|
82,521
|
|
|
Year ended September 30,
|
||||||||||||||||
|
2013
|
|
% change
|
|
2012
|
|
% change
|
|
2011
|
||||||||
|
($ in thousands)
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Investment advisory fees
|
$
|
247,162
|
|
|
25
|
%
|
|
$
|
198,369
|
|
|
5
|
%
|
|
$
|
188,817
|
|
Other
|
45,655
|
|
|
18
|
%
|
|
38,855
|
|
|
3
|
%
|
|
37,694
|
|
|||
Total revenues
|
292,817
|
|
|
23
|
%
|
|
237,224
|
|
|
5
|
%
|
|
226,511
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Admin & incentive compensation and benefit costs
|
91,994
|
|
|
13
|
%
|
|
81,418
|
|
|
6
|
%
|
|
76,594
|
|
|||
Communications and information processing
|
19,056
|
|
|
16
|
%
|
|
16,378
|
|
|
7
|
%
|
|
15,307
|
|
|||
Occupancy and equipment
|
4,364
|
|
|
23
|
%
|
|
3,536
|
|
|
(4
|
)%
|
|
3,670
|
|
|||
Business development
|
8,288
|
|
|
5
|
%
|
|
7,885
|
|
|
7
|
%
|
|
7,365
|
|
|||
Investment sub-advisory fees
|
33,183
|
|
|
25
|
%
|
|
26,563
|
|
|
(4
|
)%
|
|
27,606
|
|
|||
Other
|
37,342
|
|
|
12
|
%
|
|
33,353
|
|
|
17
|
%
|
|
28,392
|
|
|||
Total expenses
|
194,227
|
|
|
15
|
%
|
|
169,133
|
|
|
6
|
%
|
|
158,934
|
|
|||
Income before taxes and including noncontrolling interests
|
98,590
|
|
|
45
|
%
|
|
68,091
|
|
|
1
|
%
|
|
67,577
|
|
|||
Noncontrolling interests
|
2,290
|
|
|
|
|
|
850
|
|
|
|
|
|
1,401
|
|
|||
Pre-tax income excluding noncontrolling interests
|
$
|
96,300
|
|
|
43
|
%
|
|
$
|
67,241
|
|
|
2
|
%
|
|
$
|
66,176
|
|
|
September 30, 2013
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||
|
(in millions)
|
||||||||||
Assets under management:
|
|
|
|
|
|
||||||
Eagle Asset Management, Inc.
|
$
|
24,500
|
|
|
$
|
19,986
|
|
|
$
|
16,092
|
|
Raymond James Consulting Services
|
11,385
|
|
|
9,443
|
|
|
8,356
|
|
|||
Unified Managed Accounts (“UMA”)
|
4,962
|
|
|
2,855
|
|
|
1,677
|
|
|||
Freedom Accounts & other managed programs
|
16,555
|
|
|
11,884
|
|
|
9,523
|
|
|||
ClariVest
(1)
|
3,386
|
|
|
—
|
|
|
—
|
|
|||
Sub-total assets under management
|
60,788
|
|
|
44,168
|
|
|
35,648
|
|
|||
Less: Assets managed for affiliated entities
|
(4,799
|
)
|
|
(4,185
|
)
|
|
(3,579
|
)
|
|||
Sub-total net assets under management
|
55,989
|
|
|
39,983
|
|
|
32,069
|
|
|||
MK & Co. managed fee-based assets
(2)
|
—
|
|
|
2,801
|
|
|
—
|
|
|||
Total assets under management
|
$
|
55,989
|
|
|
$
|
42,784
|
|
|
$
|
32,069
|
|
(1)
|
Eagle acquired a 45% interest in ClariVest on December 24, 2012.
|
(2)
|
Revenues generated from the Closing Date of the Morgan Keegan acquisition through mid-February 2013 (the platform conversion date to RJ&A) arising from assets in what were during such time MK & Co. managed fee-based programs, were included in the PCG segment. These assets were managed by unaffiliated portfolio managers.
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Assets under management at beginning of period
|
$
|
44,168
|
|
|
$
|
35,648
|
|
|
$
|
33,551
|
|
Net inflows of client assets
|
4,873
|
|
|
2,999
|
|
|
3,261
|
|
|||
Net market appreciation (depreciation) in asset values
|
6,233
|
|
|
5,521
|
|
|
(1,164
|
)
|
|||
Inflow resulting from the ClariVest acquisition
(1)
|
3,113
|
|
|
—
|
|
|
—
|
|
|||
Inflows resulting from the conversion of MK & Co. accounts to the RJ&A platform
(2)
|
2,401
|
|
|
—
|
|
|
—
|
|
|||
Assets under management at end of period
|
$
|
60,788
|
|
|
$
|
44,168
|
|
|
$
|
35,648
|
|
(1)
|
Eagle acquired a 45% interest in ClariVest on December 24, 2012.
|
(2)
|
In mid-February 2013, the client accounts of MK & Co. were converted onto the RJ&A platform.
|
|
September 30, 2013
|
|
September 30, 2012
|
|
September 30, 2011
|
|
||||||
|
(in millions)
|
|
||||||||||
Passport
|
$
|
32,121
|
|
|
$
|
28,405
|
|
(1)
|
$
|
22,674
|
|
(1)
|
Ambassador
|
30,043
|
|
|
16,772
|
|
(1)
|
12,713
|
|
(1)
|
|||
Other non-managed fee-based assets
|
2,517
|
|
|
3,191
|
|
(1)
|
2,214
|
|
(1)
|
|||
Sub-total assets under management
|
64,681
|
|
|
48,368
|
|
|
37,601
|
|
|
|||
Less: Assets managed for affiliated entities
|
(173
|
)
|
|
(88
|
)
|
|
(78
|
)
|
|
|||
Sub-total net assets under management
|
64,508
|
|
|
48,280
|
|
|
37,523
|
|
|
|||
MK & Co. non-managed fee-based assets
(2)
|
—
|
|
|
6,772
|
|
|
—
|
|
|
|||
Total assets under management
|
$
|
64,508
|
|
|
$
|
55,052
|
|
|
$
|
37,523
|
|
|
(1)
|
Certain assets in non-managed accounts, predominately comprised of cash balances, are excluded from the calculation of the account value for fee billing purposes. The assets under management balances presented have been revised from the amounts initially reported to reflect only billable assets and to present such balances on a consistent basis with those reported as of September 30, 2013.
|
(2)
|
Revenues generated from the Closing Date of the Morgan Keegan acquisition through mid-February 2013 (the platform conversion date to RJ&A) arising from assets in what were during such time MK & Co. non-managed fee-based programs, were included in the PCG segment.
|
|
Year ended September 30,
|
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
|
(in millions)
|
|
||||||||||
Assets under management at beginning of period
|
$
|
48,368
|
|
|
$
|
37,601
|
|
(1)
|
$
|
33,309
|
|
(1)
|
Net inflows of client assets
|
6,421
|
|
|
6,264
|
|
|
6,743
|
|
|
|||
Net market appreciation (depreciation) in asset values
|
3,265
|
|
|
4,503
|
|
|
(2,451
|
)
|
|
|||
Inflows resulting from the conversion of MK & Co. accounts to the RJ&A platform
(2)
|
6,627
|
|
|
—
|
|
|
—
|
|
|
|||
Assets under management at end of period
|
$
|
64,681
|
|
|
$
|
48,368
|
|
|
$
|
37,601
|
|
|
(1)
|
Certain assets in non-managed accounts, predominately comprised of cash balances, are excluded from the calculation of the account value for fee billing purposes. The amounts presented have been revised from the amounts initially reported to reflect only billable assets and to present such balances on a consistent basis with those reported as of September 30, 2013.
|
(2)
|
In mid-February 2013, the client accounts of MK & Co. were converted onto the RJ&A platform.
|
|
Year ended September 30,
|
||||||||||||||||
|
2013
|
|
% change
|
|
2012
|
|
% change
|
|
2011
|
||||||||
|
($ in thousands)
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
348,068
|
|
|
5
|
%
|
|
$
|
331,683
|
|
|
17
|
%
|
|
$
|
284,640
|
|
Interest expense
|
(9,224
|
)
|
|
(5
|
)%
|
|
(9,659
|
)
|
|
(28
|
)%
|
|
(13,334
|
)
|
|||
Net interest income
|
338,844
|
|
|
5
|
%
|
|
322,024
|
|
|
19
|
%
|
|
271,306
|
|
|||
Other income (loss)
|
8,062
|
|
|
(42
|
)%
|
|
14,010
|
|
|
629
|
%
|
|
(2,648
|
)
|
|||
Net revenues
|
346,906
|
|
|
3
|
%
|
|
336,034
|
|
|
25
|
%
|
|
268,658
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Employee compensation and benefits
|
21,835
|
|
|
18
|
%
|
|
18,432
|
|
|
23
|
%
|
|
14,968
|
|
|||
Communications and information processing
|
3,043
|
|
|
7
|
%
|
|
2,835
|
|
|
18
|
%
|
|
2,402
|
|
|||
Occupancy and equipment
|
1,168
|
|
|
28
|
%
|
|
912
|
|
|
8
|
%
|
|
842
|
|
|||
Provision for loan losses
|
2,565
|
|
|
(90
|
)%
|
|
25,894
|
|
|
(23
|
)%
|
|
33,655
|
|
|||
FDIC insurance premiums
|
5,716
|
|
|
5
|
%
|
|
5,435
|
|
|
(39
|
)%
|
|
8,855
|
|
|||
Affiliate deposit account servicing fees
|
29,650
|
|
|
10
|
%
|
|
26,852
|
|
|
30
|
%
|
|
20,733
|
|
|||
Other
|
15,215
|
|
|
(2
|
)%
|
|
15,516
|
|
|
9
|
%
|
|
14,210
|
|
|||
Total non-interest expenses
|
79,192
|
|
|
(17
|
)%
|
|
95,876
|
|
|
—
|
|
|
95,665
|
|
|||
Pre-tax income
|
$
|
267,714
|
|
|
11
|
%
|
|
$
|
240,158
|
|
|
39
|
%
|
|
$
|
172,993
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Net loan charge-offs:
|
|
|
|
|
|
||||||
C&I loans
|
$
|
(696
|
)
|
|
$
|
(10,486
|
)
|
|
$
|
(458
|
)
|
Commercial real estate (“CRE”) loans
|
(7,919
|
)
|
|
(926
|
)
|
|
(13,534
|
)
|
|||
Residential/mortgage loans
|
(4,472
|
)
|
|
(12,727
|
)
|
|
(20,757
|
)
|
|||
Consumer loans
|
(222
|
)
|
|
(75
|
)
|
|
(246
|
)
|
|||
Total
|
$
|
(13,309
|
)
|
|
$
|
(24,214
|
)
|
|
$
|
(34,995
|
)
|
|
As of September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Loans held for investment:
|
|
|
|
|
|
|
|
||||
C&I loans
|
95,994
|
|
|
92,409
|
|
|
81,267
|
|
|||
CRE construction loans
|
1,000
|
|
|
739
|
|
|
490
|
|
|||
CRE loans
|
19,266
|
|
|
27,546
|
|
|
30,752
|
|
|||
Residential/mortgage loans
|
19,126
|
|
|
26,138
|
|
|
33,210
|
|
|||
Consumer loans
|
1,115
|
|
|
709
|
|
|
20
|
|
|||
Total
|
$
|
136,501
|
|
|
$
|
147,541
|
|
|
$
|
145,744
|
|
|
|
|
|
|
|
||||||
Nonperforming assets:
|
|
|
|
|
|
|
|
|
|||
Nonperforming loans:
|
|
|
|
|
|
|
|
|
|||
C&I loans
|
$
|
89
|
|
|
$
|
19,517
|
|
|
$
|
25,685
|
|
CRE loans
|
25,512
|
|
|
8,404
|
|
|
15,842
|
|
|||
Residential mortgage loans:
|
|
|
|
|
|
||||||
Residential mortgage loans
|
75,889
|
|
|
78,372
|
|
|
91,682
|
|
|||
Home equity loans/lines
|
468
|
|
|
367
|
|
|
114
|
|
|||
Total nonperforming loans
|
101,958
|
|
|
106,660
|
|
|
133,323
|
|
|||
Other real estate owned:
|
|
|
|
|
|
|
|
|
|||
CRE
|
—
|
|
|
4,902
|
|
|
7,707
|
|
|||
Residential:
|
|
|
|
|
|
|
|
||||
First mortgage
|
2,434
|
|
|
3,316
|
|
|
6,852
|
|
|||
Home equity
|
—
|
|
|
—
|
|
|
13
|
|
|||
Total other real estate owned
|
2,434
|
|
|
8,218
|
|
|
14,572
|
|
|||
Total nonperforming assets
|
$
|
104,392
|
|
|
$
|
114,878
|
|
|
$
|
147,895
|
|
|
|
|
|
|
|
||||||
Total loans:
|
|
|
|
|
|
||||||
Loans held for sale, net
(1)
|
$
|
110,292
|
|
|
$
|
160,515
|
|
|
$
|
102,236
|
|
Loans held for investment:
|
|
|
|
|
|
|
|
||||
C&I loans
|
5,246,005
|
|
|
5,018,831
|
|
|
4,100,939
|
|
|||
CRE construction loans
|
60,840
|
|
|
49,474
|
|
|
29,087
|
|
|||
CRE loans
|
1,283,046
|
|
|
936,450
|
|
|
742,889
|
|
|||
Residential mortgage loans
|
1,745,650
|
|
|
1,691,986
|
|
|
1,756,486
|
|
|||
Consumer loans
|
555,805
|
|
|
352,495
|
|
|
7,438
|
|
|||
Net unearned income and deferred expenses
|
(43,936
|
)
|
|
(70,698
|
)
|
|
(45,417
|
)
|
|||
Total loans held for investment
|
8,847,410
|
|
|
7,978,538
|
|
|
6,591,422
|
|
|||
Total loans
|
$
|
8,957,702
|
|
|
$
|
8,139,053
|
|
|
$
|
6,693,658
|
|
(1)
|
Net of unearned income and deferred expenses.
|
|
As of September 30,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Allowance
|
|
Loan category as a % of total loans receivable
|
|
Allowance
|
|
Loan category as a % of total loans receivable
|
|
Allowance
|
|
Loan category as a % of total loans receivable
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
1
|
%
|
|
$
|
—
|
|
|
2
|
%
|
|
$
|
5
|
|
|
2
|
%
|
C&I loans
|
81,733
|
|
|
50
|
%
|
|
85,916
|
|
|
56
|
%
|
|
79,687
|
|
|
59
|
%
|
|||
CRE construction loans
|
674
|
|
|
—
|
|
|
458
|
|
|
—
|
|
|
490
|
|
|
—
|
|
|||
CRE loans
|
16,566
|
|
|
12
|
%
|
|
26,381
|
|
|
10
|
%
|
|
30,752
|
|
|
11
|
%
|
|||
Residential mortgage loans
|
19,117
|
|
|
20
|
%
|
|
26,126
|
|
|
21
|
%
|
|
33,194
|
|
|
26
|
%
|
|||
Consumer loans
|
1,112
|
|
|
6
|
%
|
|
705
|
|
|
4
|
%
|
|
20
|
|
|
—
|
|
|||
Foreign loans
|
17,299
|
|
|
11
|
%
|
|
7,955
|
|
|
7
|
%
|
|
1,596
|
|
|
2
|
%
|
|||
Total
|
$
|
136,501
|
|
|
100
|
%
|
|
$
|
147,541
|
|
|
100
|
%
|
|
$
|
145,744
|
|
|
100
|
%
|
|
As of September 30,
|
||||||||||||
|
2010
|
|
2009
|
||||||||||
|
Allowance
|
|
Loan category as a % of total loans receivable
|
|
Allowance
|
|
Loan category as a % of total loans receivable
|
||||||
|
($ in thousands)
|
||||||||||||
Loans held for sale
|
$
|
23
|
|
|
—
|
|
|
$
|
7
|
|
|
1
|
%
|
C&I loans
|
59,744
|
|
|
51
|
%
|
|
84,280
|
|
|
45
|
%
|
||
CRE construction loans
|
4,473
|
|
|
1
|
%
|
|
3,237
|
|
|
2
|
%
|
||
CRE loans
|
47,771
|
|
|
15
|
%
|
|
34,018
|
|
|
16
|
%
|
||
Residential mortgage loans
|
34,283
|
|
|
32
|
%
|
|
28,074
|
|
|
35
|
%
|
||
Consumer loans
|
56
|
|
|
—
|
|
|
88
|
|
|
—
|
|
||
Foreign loans
|
734
|
|
|
1
|
%
|
|
568
|
|
|
1
|
%
|
||
Total
|
$
|
147,084
|
|
|
100
|
%
|
|
$
|
150,272
|
|
|
100
|
%
|
|
Year ended September 30,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
( in thousands)
|
||||||||||||||||||
Allowance for loan losses attributable to foreign loans, beginning of year:
|
$
|
7,955
|
|
|
$
|
1,596
|
|
|
$
|
734
|
|
|
$
|
568
|
|
|
$
|
573
|
|
Provision for loan losses - foreign loans
|
9,696
|
|
|
6,242
|
|
|
862
|
|
|
166
|
|
|
(5
|
)
|
|||||
Foreign loan charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
C&I loans
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total charge-offs
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Recoveries on foreign loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net charge-offs - foreign loans
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreign exchange translation adjustment
|
(296
|
)
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Allowance for loan losses attributable to foreign loans, end of year
|
$
|
17,299
|
|
|
$
|
7,955
|
|
|
$
|
1,596
|
|
|
$
|
734
|
|
|
$
|
568
|
|
(1)
|
Excludes any hedged, non-U.S. currency amounts.
|
|
Year ended September 30,
|
|||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
|
Average
balance
|
|
Interest
inc./exp.
|
|
Average
yield/
cost
|
|
Average
balance
|
|
Interest
inc./exp.
|
|
Average
yield/
cost
|
|
Average
balance
|
|
Interest
inc./exp.
|
|
Average
yield/
cost
|
|||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||||
Interest-earning banking assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans, net of unearned income
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans held for investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans held for sale
|
$
|
155,901
|
|
|
$
|
3,519
|
|
|
2.26
|
%
|
|
$
|
127,594
|
|
|
$
|
2,878
|
|
|
2.25
|
%
|
|
$
|
33,354
|
|
|
$
|
881
|
|
|
2.64
|
%
|
C&I loans
|
4,520,070
|
|
|
190,910
|
|
|
4.19
|
%
|
|
4,342,000
|
|
|
192,277
|
|
|
4.36
|
%
|
|
3,507,554
|
|
|
155,519
|
|
|
4.40
|
%
|
||||||
CRE construction loans
|
41,928
|
|
|
2,140
|
|
|
5.03
|
%
|
|
16,314
|
|
|
708
|
|
|
4.27
|
%
|
|
63,650
|
|
|
1,740
|
|
|
2.70
|
%
|
||||||
CRE loans
|
935,058
|
|
|
30,515
|
|
|
3.22
|
%
|
|
776,908
|
|
|
25,832
|
|
|
3.27
|
%
|
|
795,841
|
|
|
30,369
|
|
|
3.76
|
%
|
||||||
Residential mortgage loans
|
1,711,968
|
|
|
52,285
|
|
|
3.01
|
%
|
|
1,732,498
|
|
|
57,220
|
|
|
3.25
|
%
|
|
1,849,931
|
|
|
79,915
|
|
|
4.25
|
%
|
||||||
Consumer loans
|
443,042
|
|
|
13,143
|
|
|
2.93
|
%
|
|
87,906
|
|
|
2,668
|
|
|
2.98
|
%
|
|
6,938
|
|
|
126
|
|
|
1.82
|
%
|
||||||
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
C&I loans
|
623,554
|
|
|
31,799
|
|
|
5.01
|
%
|
|
324,320
|
|
|
23,571
|
|
|
7.15
|
%
|
|
32,895
|
|
|
1,415
|
|
|
4.23
|
%
|
||||||
CRE construction loans
|
21,240
|
|
|
1,488
|
|
|
6.91
|
%
|
|
21,488
|
|
|
4,392
|
|
|
20.10
|
%
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
||||||
CRE loans
|
148,768
|
|
|
10,036
|
|
|
6.65
|
%
|
|
70,866
|
|
|
9,590
|
|
|
13.31
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Residential mortgage loans
|
1,869
|
|
|
66
|
|
|
3.49
|
%
|
|
1,534
|
|
|
59
|
|
|
3.79
|
%
|
|
1,585
|
|
|
92
|
|
|
5.70
|
%
|
||||||
Consumer loans
|
1,615
|
|
|
63
|
|
|
3.88
|
%
|
|
404
|
|
|
16
|
|
|
3.90
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total loans, net
|
8,605,013
|
|
|
335,964
|
|
|
3.86
|
%
|
|
7,501,832
|
|
|
319,211
|
|
|
4.20
|
%
|
|
6,291,748
|
|
|
270,057
|
|
|
4.25
|
%
|
||||||
Agency MBS
|
346,665
|
|
|
2,902
|
|
|
0.84
|
%
|
|
266,768
|
|
|
2,211
|
|
|
0.83
|
%
|
|
182,303
|
|
|
1,286
|
|
|
0.71
|
%
|
||||||
Non-agency CMOs
|
154,933
|
|
|
4,155
|
|
|
2.68
|
%
|
|
180,246
|
|
|
5,527
|
|
|
3.07
|
%
|
|
219,927
|
|
|
9,521
|
|
|
4.33
|
%
|
||||||
Money market funds, cash and cash equivalents
|
1,109,857
|
|
|
2,812
|
|
|
0.25
|
%
|
|
997,877
|
|
|
2,453
|
|
|
0.24
|
%
|
|
993,167
|
|
|
2,619
|
|
|
0.26
|
%
|
||||||
FHLB stock, FRB of Atlanta stock, and other
|
85,811
|
|
|
2,235
|
|
|
2.60
|
%
|
|
125,587
|
|
|
2,281
|
|
|
1.81
|
%
|
|
146,597
|
|
|
1,157
|
|
|
0.79
|
%
|
||||||
Total interest-earning banking assets
|
10,302,279
|
|
|
$
|
348,068
|
|
|
3.34
|
%
|
|
9,072,310
|
|
|
$
|
331,683
|
|
|
3.61
|
%
|
|
7,833,742
|
|
|
$
|
284,640
|
|
|
3.60
|
%
|
|||
Non-interest-earning banking assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for loan losses
|
(146,474
|
)
|
|
|
|
|
|
|
|
(146,263
|
)
|
|
|
|
|
|
|
|
(144,436
|
)
|
|
|
|
|
|
|
||||||
Unrealized loss on available for sale securities
|
(11,723
|
)
|
|
|
|
|
|
|
|
(38,863
|
)
|
|
|
|
|
|
|
|
(42,280
|
)
|
|
|
|
|
|
|
||||||
Other assets
|
268,471
|
|
|
|
|
|
|
|
|
247,805
|
|
|
|
|
|
|
|
|
252,211
|
|
|
|
|
|
|
|
||||||
Total non-interest-earning banking assets
|
110,274
|
|
|
|
|
|
|
|
|
62,679
|
|
|
|
|
|
|
|
|
65,495
|
|
|
|
|
|
|
|
||||||
Total banking assets
|
$
|
10,412,553
|
|
|
|
|
|
|
|
|
$
|
9,134,989
|
|
|
|
|
|
|
|
|
$
|
7,899,237
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(continued on next page)
|
|
Year ended September 30,
|
|||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
|
Average
balance
|
|
Interest
inc./exp.
|
|
Average
yield/
cost
|
|
Average
balance
|
|
Interest
inc./exp.
|
|
Average
yield/
cost
|
|
Average
balance
|
|
Interest
inc./ exp.
|
|
Average
yield/
cost
|
|||||||||||||||
|
($ in thousands)
(continued from previous page)
|
|||||||||||||||||||||||||||||||
Interest-bearing banking liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Certificates of deposit
|
$
|
305,293
|
|
|
$
|
6,239
|
|
|
2.04
|
%
|
|
$
|
296,674
|
|
|
$
|
6,501
|
|
|
2.19
|
%
|
|
$
|
227,635
|
|
|
$
|
6,228
|
|
|
2.74
|
%
|
Money market, savings, and NOW accounts
(3)
|
8,827,966
|
|
|
2,793
|
|
|
0.03
|
%
|
|
7,736,094
|
|
|
3,060
|
|
|
0.04
|
%
|
|
6,740,092
|
|
|
6,377
|
|
|
0.09
|
%
|
||||||
FHLB advances and other
|
129,144
|
|
|
192
|
|
|
0.15
|
%
|
|
51,834
|
|
|
98
|
|
|
0.19
|
%
|
|
31,335
|
|
|
729
|
|
|
2.30
|
%
|
||||||
Total interest-bearing banking liabilities
|
9,262,403
|
|
|
$
|
9,224
|
|
|
0.10
|
%
|
|
8,084,602
|
|
|
$
|
9,659
|
|
|
0.12
|
%
|
|
6,999,062
|
|
|
$
|
13,334
|
|
|
0.19
|
%
|
|||
Non-interest-bearing banking liabilities
|
57,604
|
|
|
|
|
|
|
|
|
76,000
|
|
|
|
|
|
|
|
|
55,649
|
|
|
|
|
|
|
|
||||||
Total banking liabilities
|
9,320,007
|
|
|
|
|
|
|
|
|
8,160,602
|
|
|
|
|
|
|
|
|
7,054,711
|
|
|
|
|
|
|
|
||||||
Total banking shareholder’s equity
|
1,092,546
|
|
|
|
|
|
|
|
|
974,387
|
|
|
|
|
|
|
|
|
844,526
|
|
|
|
|
|
|
|
||||||
Total banking liabilities and shareholders’ equity
|
$
|
10,412,553
|
|
|
|
|
|
|
|
|
$
|
9,134,989
|
|
|
|
|
|
|
|
|
$
|
7,899,237
|
|
|
|
|
|
|
|
|||
Excess of interest-earning banking assets over interest-bearing banking liabilities/net interest income
|
$
|
1,039,876
|
|
|
$
|
338,844
|
|
|
|
|
$
|
987,708
|
|
|
$
|
322,024
|
|
|
|
|
$
|
834,680
|
|
|
$
|
271,306
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Bank net interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Spread
|
|
|
|
|
|
|
3.24
|
%
|
|
|
|
|
|
|
|
3.49
|
%
|
|
|
|
|
|
|
|
3.41
|
%
|
||||||
Margin (net yield on interest-earning banking assets)
|
|
|
|
|
|
|
3.25
|
%
|
|
|
|
|
|
|
|
3.50
|
%
|
|
|
|
|
|
|
|
3.43
|
%
|
||||||
Ratio of interest-earning banking assets to interest-bearing banking liabilities
|
|
|
|
|
|
|
111.23
|
%
|
|
|
|
|
|
|
|
112.22
|
%
|
|
|
|
|
|
|
|
111.93
|
%
|
||||||
Return on average:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total banking assets
|
|
|
|
|
|
|
1.63
|
%
|
|
|
|
|
|
|
|
1.69
|
%
|
|
|
|
|
|
|
|
1.39
|
%
|
||||||
Total banking shareholder’s equity
|
|
|
|
|
|
|
15.49
|
%
|
|
|
|
|
|
|
|
15.84
|
%
|
|
|
|
|
|
|
|
13.00
|
%
|
||||||
Average equity to average total banking assets
|
|
|
|
|
|
|
10.49
|
%
|
|
|
|
|
|
|
|
10.67
|
%
|
|
|
|
|
|
|
|
10.69
|
%
|
(1)
|
Nonaccrual loans are included in the average loan balances. Payment or income received on impaired 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 years ended
September 30, 2013
,
2012
and
2011
was $48 million, $51 million, and $38 million, respectively.
|
(2)
|
The CRE Construction yield was positively impacted by a loan payoff with a significant unearned discount.
|
(3)
|
Negotiable Order of Withdrawal (“NOW”) account.
|
|
Year ended September 30,
|
|
||||||||||||||||||||||
|
2013 compared to 2012
|
|
2012 compared to 2011
|
|
||||||||||||||||||||
|
Increase (decrease) due to
|
|
Increase (decrease) due to
|
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
|
||||||||||||
|
(in thousands)
|
|
||||||||||||||||||||||
Interest revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-earning banking assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans, net of unearned income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans held for investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans held for sale
|
$
|
638
|
|
|
$
|
3
|
|
|
$
|
641
|
|
|
$
|
2,489
|
|
|
$
|
(492
|
)
|
|
$
|
1,997
|
|
|
C&I loans
|
7,886
|
|
|
(9,253
|
)
|
|
(1,367
|
)
|
|
36,998
|
|
|
(240
|
)
|
|
36,758
|
|
|
||||||
CRE construction loans
|
1,112
|
|
|
320
|
|
|
1,432
|
|
|
(1,294
|
)
|
|
262
|
|
|
(1,032
|
)
|
|
||||||
CRE loans
|
5,258
|
|
|
(575
|
)
|
|
4,683
|
|
|
(722
|
)
|
|
(3,815
|
)
|
|
(4,537
|
)
|
|
||||||
Residential mortgage loans
|
(678
|
)
|
|
(4,257
|
)
|
|
(4,935
|
)
|
|
(4,668
|
)
|
|
(11,650
|
)
|
|
(16,318
|
)
|
(1)
|
||||||
Consumer loans
|
10,778
|
|
|
(303
|
)
|
|
10,475
|
|
|
1,470
|
|
|
1,072
|
|
|
2,542
|
|
|
||||||
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I loans
|
21,748
|
|
|
(13,520
|
)
|
|
8,228
|
|
|
12,536
|
|
|
9,620
|
|
|
22,156
|
|
|
||||||
CRE construction loans
|
(51
|
)
|
|
(2,853
|
)
|
|
(2,904
|
)
|
|
4,392
|
|
|
—
|
|
|
4,392
|
|
|
||||||
CRE loans
|
10,542
|
|
|
(10,096
|
)
|
|
446
|
|
|
9,590
|
|
|
—
|
|
|
9,590
|
|
|
||||||
Residential mortgage loans
|
13
|
|
|
(6
|
)
|
|
7
|
|
|
(4
|
)
|
|
(29
|
)
|
|
(33
|
)
|
|
||||||
Consumer loans
|
47
|
|
|
—
|
|
|
47
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|
||||||
Agency MBS
|
662
|
|
|
29
|
|
|
691
|
|
|
596
|
|
|
329
|
|
|
925
|
|
|
||||||
Non-agency CMOs
|
(776
|
)
|
|
(596
|
)
|
|
(1,372
|
)
|
|
(1,717
|
)
|
|
(2,277
|
)
|
|
(3,994
|
)
|
|
||||||
Money market funds, cash and cash equivalents
|
275
|
|
|
84
|
|
|
359
|
|
|
12
|
|
|
(178
|
)
|
|
(166
|
)
|
|
||||||
FHLB stock, FRB of Atlanta stock, and other
|
(722
|
)
|
|
676
|
|
|
(46
|
)
|
|
(166
|
)
|
|
1,290
|
|
|
1,124
|
|
|
||||||
Total interest-earning banking assets
|
56,732
|
|
|
(40,347
|
)
|
|
16,385
|
|
|
59,528
|
|
|
(6,108
|
)
|
|
53,420
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing banking liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Certificates of deposit
|
189
|
|
|
(451
|
)
|
|
(262
|
)
|
|
1,889
|
|
|
(1,616
|
)
|
|
273
|
|
|
||||||
Money market, savings and NOW accounts
|
432
|
|
|
(699
|
)
|
|
(267
|
)
|
|
942
|
|
|
(4,259
|
)
|
|
(3,317
|
)
|
|
||||||
FHLB advances and other
|
146
|
|
|
(52
|
)
|
|
94
|
|
|
477
|
|
|
(1,108
|
)
|
|
(631
|
)
|
|
||||||
Total interest-bearing banking liabilities
|
767
|
|
|
(1,202
|
)
|
|
(435
|
)
|
|
3,308
|
|
|
(6,983
|
)
|
|
(3,675
|
)
|
|
||||||
Change in net interest income
|
$
|
55,965
|
|
|
$
|
(39,145
|
)
|
|
$
|
16,820
|
|
|
$
|
56,220
|
|
|
$
|
875
|
|
|
$
|
57,095
|
|
|
(1)
|
Excludes a $6 million correction made in fiscal year 2011 of an accumulated interest income understatement arising in years prior to fiscal year 2011.
|
|
Year ended September 30,
|
||||||||||||||||
|
2013
|
|
% change
|
|
2012
|
|
% change
|
|
2011
|
||||||||
|
($ in thousands)
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
15,404
|
|
|
43
|
%
|
|
$
|
10,763
|
|
|
26
|
%
|
|
$
|
8,559
|
|
Investment banking
|
3,000
|
|
|
555
|
%
|
|
458
|
|
|
NM
|
|
|
—
|
|
|||
Investment advisory fees
|
1,262
|
|
|
1
|
%
|
|
1,248
|
|
|
31
|
%
|
|
950
|
|
|||
Other
|
106,735
|
|
|
132
|
%
|
|
45,943
|
|
|
158
|
%
|
|
17,820
|
|
|||
Total revenues
|
126,401
|
|
|
116
|
%
|
|
58,412
|
|
|
114
|
%
|
|
27,329
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
80,478
|
|
|
29
|
%
|
|
62,349
|
|
|
99
|
%
|
|
31,374
|
|
|||
Net revenues
|
45,923
|
|
|
NM
|
|
|
(3,937
|
)
|
|
3
|
%
|
|
(4,045
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and other expenses
|
43,164
|
|
|
21
|
%
|
|
35,577
|
|
|
38
|
%
|
|
25,754
|
|
|||
Acquisition related expenses
|
73,454
|
|
|
24
|
%
|
|
59,284
|
|
|
NM
|
|
|
—
|
|
|||
Loss on auction rate securities repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
41,391
|
|
|||
Total non-interest expenses
|
116,618
|
|
|
23
|
%
|
|
94,861
|
|
|
41
|
%
|
|
67,145
|
|
|||
Loss before taxes and including noncontrolling interests:
|
(70,695
|
)
|
|
28
|
%
|
|
(98,798
|
)
|
|
(39
|
)%
|
|
(71,190
|
)
|
|||
Noncontrolling interests
|
61,618
|
|
|
|
|
27,922
|
|
|
|
|
9,552
|
|
|||||
Pre-tax loss excluding noncontrolling interests
|
$
|
(132,313
|
)
|
|
(4
|
)%
|
|
(126,720
|
)
|
|
(57
|
)%
|
|
(80,742
|
)
|
|
|
Year ended September 30,
|
||||
|
|
2013
|
|
2012
|
|
2011
|
RJF return on assets
(1)
|
|
1.7%
|
|
1.5%
|
|
1.6%
|
RJF return on equity
(2)
|
|
10.6%
|
|
9.7%
|
|
11.3%
|
Equity to assets
(3)
|
|
17.3%
|
|
16.8%
|
|
15.3%
|
Dividend payout ratio
(4)
|
|
21.7%
|
|
23.6%
|
|
23.7%
|
(1)
|
Computed as net income attributable to RJF, Inc. for the year indicated, divided by average assets (the sum of total assets at the beginning and end of the year, divided by two).
|
(2)
|
Computed by utilizing the net income attributable to RJF, Inc. and the average equity for each respective year. Average equity is computed by adding the total equity attributable to RJF, Inc. as of each quarter-end date during the indicated year, plus the beginning of the year total, divided by five.
|
(3)
|
Computed as average equity (the sum of total equity at the beginning and end of the year, divided by two), divided by average assets (the sum of total assets at the beginning and end of the year, divided by two).
|
(4)
|
Computed as dividends declared per common share during the year as a percentage of diluted earnings per common share.
|
Cash and cash equivalents:
|
September 30, 2013
|
||
|
(in thousands)
|
||
RJF
|
$
|
274,747
|
|
RJ&A
(1)
|
1,052,268
|
|
|
RJ Bank
|
974,175
|
|
|
Other subsidiaries
|
295,426
|
|
|
Total cash and cash equivalents
|
$
|
2,596,616
|
|
(1)
|
RJF has loaned
$760 million
to RJ&A as of
September 30, 2013
, which RJ&A has invested on behalf of RJF in cash and cash equivalents.
|
|
Committed secured
(1)
|
|
Uncommitted secured
(1)(2)
|
|
Uncommitted unsecured
(1)(2)
|
|
Total
|
||||||||||||||||||||||||
|
Financing
Amount
|
|
Outstanding
balance
|
|
Financing
Amount
|
|
Outstanding
balance
|
|
Financing
Amount
|
|
Outstanding
balance
|
|
Financing
Amount
|
|
Outstanding
balance
|
||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||
RJ&A
|
$
|
400,000
|
|
|
$
|
70,000
|
|
|
$
|
1,750,000
|
|
|
$
|
203,933
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
2,500,000
|
|
|
$
|
273,933
|
|
RJ Securities, Inc.
(3)
|
100,000
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
5,000
|
|
||||||||
RJF
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
||||||||
Total
|
$
|
500,000
|
|
|
$
|
75,000
|
|
|
$
|
1,750,000
|
|
|
$
|
203,933
|
|
|
$
|
450,000
|
|
|
$
|
—
|
|
|
$
|
2,700,000
|
|
|
$
|
278,933
|
|
Total number of agreements
|
4
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
|
|
|
|
17
|
|
|
|
|
(1)
|
Our ability to borrow is dependent upon compliance with the conditions in the various committed loan agreements and collateral eligibility requirements.
|
(2)
|
Lenders are under no contractual obligation to lend to us under uncommitted credit facilities.
|
(3)
|
RJ Securities, Inc. is the borrower under the “New Regions Credit Agreement,” see Note 15 of the Notes to Consolidated Financial Statements in this Form 10-K for discussion of the terms of this committed secured borrowing facility.
|
|
|
Repurchase transactions
|
|
Reverse repurchase transactions
|
||||||||||||||||||||
For the quarter ended:
|
|
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
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
September 30, 2013
|
|
$
|
267,984
|
|
|
$
|
300,933
|
|
|
$
|
300,933
|
|
|
$
|
643,422
|
|
|
$
|
709,120
|
|
|
$
|
709,120
|
|
June 30, 2013
|
|
335,497
|
|
|
397,398
|
|
|
248,382
|
|
|
689,219
|
|
|
744,084
|
|
|
578,147
|
|
||||||
March 31, 2013
|
|
287,797
|
|
|
397,712
|
|
|
397,712
|
|
|
585,824
|
|
|
742,498
|
|
|
623,966
|
|
||||||
December 31, 2012
|
|
377,775
|
|
|
459,567
|
|
|
373,290
|
|
|
647,885
|
|
|
753,041
|
|
|
598,579
|
|
||||||
September 30, 2012
|
|
346,654
|
|
|
349,495
|
|
|
348,036
|
|
|
600,959
|
|
|
588,740
|
|
|
565,016
|
|
Rating Agency
|
Rating
|
Outlook
|
Standard & Poor’s Ratings Services (“S&P”)
|
BBB
|
Negative
|
Moody’s Investors Services (“Moody’s”)
|
Baa2
|
Stable
|
|
|
|
Year ended September 30,
|
||||||||||||||||||||||||
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Corporate debt
(1)
|
$
|
1,194,508
|
|
|
$
|
3,530
|
|
|
$
|
4,067
|
|
|
$
|
254,050
|
|
|
$
|
4,556
|
|
|
$
|
4,823
|
|
|
$
|
923,482
|
|
Interest on debt
(1)
|
1,017,294
|
|
|
62,294
|
|
|
74,638
|
|
|
74,638
|
|
|
64,012
|
|
|
64,012
|
|
|
677,700
|
|
|||||||
Loans payable of consolidated variable interest entities
(2)
|
62,938
|
|
|
19,061
|
|
|
17,949
|
|
|
13,331
|
|
|
8,240
|
|
|
3,668
|
|
|
689
|
|
|||||||
Other short-term borrowings
(3)
|
84,076
|
|
|
79,076
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
402,830
|
|
|
75,050
|
|
|
69,678
|
|
|
62,818
|
|
|
52,552
|
|
|
40,887
|
|
|
101,845
|
|
|||||||
Investments - private equity partnerships
|
46,795
|
|
|
46,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Certificates of deposit
(4)
|
313,374
|
|
|
51,490
|
|
|
69,041
|
|
|
61,277
|
|
|
83,092
|
|
|
48,474
|
|
|
—
|
|
|||||||
Commitments to extend credit - RJ Bank
(5)
|
2,913,107
|
|
|
2,913,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
RJ Bank loans purchased, not yet settled
|
76,391
|
|
|
76,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Commitments to real estate entities
|
60,274
|
|
|
60,274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Commitment to purchase real estate in Pasco County, Florida
(6)
|
3,500
|
|
|
3,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Underwriting commitments
|
27,476
|
|
|
27,476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Naming rights for Raymond James stadium
|
9,183
|
|
|
3,988
|
|
|
4,148
|
|
|
1,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commitments for company hosted conferences
|
9,797
|
|
|
2,555
|
|
|
4,028
|
|
|
1,606
|
|
|
1,608
|
|
|
—
|
|
|
—
|
|
|||||||
Loans and commitments to financial advisors
|
33,340
|
|
|
26,748
|
|
|
3,446
|
|
|
2,738
|
|
|
166
|
|
|
119
|
|
|
123
|
|
|||||||
Total
|
$
|
6,254,883
|
|
|
$
|
3,451,335
|
|
|
$
|
251,995
|
|
|
$
|
471,505
|
|
|
$
|
214,226
|
|
|
$
|
161,983
|
|
|
$
|
1,703,839
|
|
(1)
|
See Note 17 of the Notes to Consolidated Financial Statements in this Form 10-K for additional information.
|
(2)
|
Loans which are non-recourse to us. See further discussion in Note 16 of the Notes to Consolidated Financial Statements in this Form 10-K.
|
(3)
|
See Note 15 of the Notes to Consolidated Financial Statements in this Form 10-K for additional information.
|
(4)
|
See Note 14 of the Notes to Consolidated Financial Statements in this Form 10-K for additional information.
|
(5)
|
See Note 26 of the Notes to Consolidated Financial Statements in this Form 10-K for additional information.
|
(6)
|
See discussion of this commitment in Item 2, “Properties” in this Form 10-K.
|
|
Year ended September 30, 2013
|
|
VaR at September 30,
|
||||||||||||||||
|
High
|
|
Low
|
|
Daily
Average
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Daily VaR
|
$
|
3,078
|
|
|
$
|
697
|
|
|
$
|
1,718
|
|
|
$
|
1,471
|
|
|
$
|
1,164
|
|
Instantaneous
changes in rate
|
|
Net interest
income
|
|
Projected change in
net interest income
|
|
|
($ in thousands)
|
|
|
+300
|
|
$375,819
|
|
9.64%
|
+200
|
|
$372,613
|
|
8.70%
|
+100
|
|
$370,645
|
|
8.13%
|
0
|
|
$342,781
|
|
—
|
-100
|
|
$328,108
|
|
(4.28)%
|
|
Repricing opportunities
|
||||||||||||||
|
0 - 6 months
|
|
7 - 12 months
|
|
1 - 5 years
|
|
5 or more years
|
||||||||
|
(in thousands)
|
||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
||||||||
Loans
|
$
|
7,802,622
|
|
|
$
|
573,637
|
|
|
$
|
384,415
|
|
|
$
|
240,964
|
|
Available for sale securities
|
244,926
|
|
|
24,825
|
|
|
130,365
|
|
|
68,911
|
|
||||
Other investments
|
1,049,111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total interest-earning assets
|
9,096,659
|
|
|
598,462
|
|
|
514,780
|
|
|
309,875
|
|
||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transaction and savings accounts
|
8,979,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Certificates of deposit
|
28,055
|
|
|
23,435
|
|
|
261,884
|
|
|
—
|
|
||||
Total interest-bearing liabilities
|
9,007,283
|
|
|
23,435
|
|
|
261,884
|
|
|
—
|
|
||||
Gap
|
89,376
|
|
|
575,027
|
|
|
252,896
|
|
|
309,875
|
|
||||
Cumulative gap
|
$
|
89,376
|
|
|
$
|
664,403
|
|
|
$
|
917,299
|
|
|
$
|
1,227,174
|
|
|
Due in
|
||||||||||||||
|
One year or less
|
|
>One year – five
years
|
|
> 5 years
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,731
|
|
|
$
|
100,731
|
|
Loans held for investment:
|
|
|
|
|
|
|
|
|
|
|
|
||||
C&I loans
|
107,454
|
|
|
3,274,484
|
|
|
1,864,067
|
|
|
5,246,005
|
|
||||
CRE construction loans
|
18,959
|
|
|
33,881
|
|
|
8,000
|
|
|
60,840
|
|
||||
CRE loans
|
151,704
|
|
|
982,199
|
|
|
149,143
|
|
|
1,283,046
|
|
||||
Residential mortgage loans
|
4,208
|
|
|
19,995
|
|
|
1,721,447
|
|
|
1,745,650
|
|
||||
Consumer loans
|
548,870
|
|
|
6,883
|
|
|
52
|
|
|
555,805
|
|
||||
Total loans held for investment
|
831,195
|
|
|
4,317,442
|
|
|
3,742,709
|
|
|
8,891,346
|
|
||||
Total loans
|
$
|
831,195
|
|
|
$
|
4,317,442
|
|
|
$
|
3,843,440
|
|
|
$
|
8,992,077
|
|
|
Interest rate type
|
||||||||||
|
Fixed
|
|
Adjustable
|
|
Total
(1)
|
||||||
|
(in thousands)
|
||||||||||
Loans held for sale
|
$
|
3,575
|
|
|
$
|
97,156
|
|
|
$
|
100,731
|
|
Loans held for investment:
|
|
|
|
|
|
|
|
|
|||
C&I loans
|
1,572
|
|
|
5,136,979
|
|
|
5,138,551
|
|
|||
CRE construction loans
|
—
|
|
|
41,881
|
|
|
41,881
|
|
|||
CRE loans
|
71,374
|
|
|
1,059,968
|
|
|
1,131,342
|
|
|||
Residential mortgage loans
|
268,190
|
|
|
1,473,252
|
|
(2)
|
1,741,442
|
|
|||
Consumer loans
|
52
|
|
|
6,883
|
|
|
6,935
|
|
|||
Total loans held for investment
|
341,188
|
|
|
7,718,963
|
|
|
8,060,151
|
|
|||
Total loans
|
$
|
344,763
|
|
|
$
|
7,816,119
|
|
|
$
|
8,160,882
|
|
(1)
|
Excludes any net unearned income and deferred expenses.
|
(2)
|
See the “Credit risk” discussion within Item 7A of this Form 10-K for additional information regarding RJ Bank’s interest-only loan portfolio and related repricing schedule.
|
|
For the year ended September 30,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
Allowance for loan losses, beginning of year
|
$
|
147,541
|
|
|
$
|
145,744
|
|
|
$
|
147,084
|
|
|
$
|
150,272
|
|
|
$
|
88,155
|
|
Provision for loan losses
|
2,565
|
|
|
25,894
|
|
|
33,655
|
|
|
80,413
|
|
|
169,341
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
C&I loans
|
(813
|
)
|
|
(10,486
|
)
|
|
(458
|
)
|
|
—
|
|
|
—
|
|
|||||
CRE construction loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,222
|
)
|
|||||
CRE loans
|
(9,599
|
)
|
|
(2,000
|
)
|
|
(15,204
|
)
|
|
(56,402
|
)
|
|
(77,317
|
)
|
|||||
Residential mortgage loans
|
(6,771
|
)
|
|
(15,270
|
)
|
|
(22,501
|
)
|
|
(30,837
|
)
|
|
(27,314
|
)
|
|||||
Consumer
|
(254
|
)
|
|
(96
|
)
|
|
(255
|
)
|
|
—
|
|
|
—
|
|
|||||
Total charge-offs
|
(17,437
|
)
|
|
(27,852
|
)
|
|
(38,418
|
)
|
|
(87,239
|
)
|
|
(107,853
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
C&I loans
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
CRE loans
|
1,680
|
|
|
1,074
|
|
|
1,670
|
|
|
2,349
|
|
|
1
|
|
|||||
Residential mortgage loans
|
2,299
|
|
|
2,543
|
|
|
1,744
|
|
|
1,289
|
|
|
628
|
|
|||||
Consumer
|
32
|
|
|
21
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Total recoveries
|
4,128
|
|
|
3,638
|
|
|
3,423
|
|
|
3,638
|
|
|
629
|
|
|||||
Net charge-offs
|
(13,309
|
)
|
|
(24,214
|
)
|
|
(34,995
|
)
|
|
(83,601
|
)
|
|
(107,224
|
)
|
|||||
Foreign exchange translation adjustment
|
(296
|
)
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Allowance for loan losses, end of year
|
$
|
136,501
|
|
|
$
|
147,541
|
|
|
$
|
145,744
|
|
|
$
|
147,084
|
|
|
$
|
150,272
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses to total bank loans outstanding
|
1.52
|
%
|
|
1.81
|
%
|
|
2.18
|
%
|
|
2.36
|
%
|
|
2.23
|
%
|
|
For the year ended September 30,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Net loan
charge-off
amount
|
|
% of avg.
outstanding
loans
|
|
Net loan
charge-off
amount
|
|
% of avg.
outstanding
loans
|
|
Net loan
charge-off
amount
|
|
% of avg.
outstanding
loans
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
C&I loans
|
$
|
(696
|
)
|
|
0.01
|
%
|
|
$
|
(10,486
|
)
|
|
0.22
|
%
|
|
$
|
(458
|
)
|
|
0.01
|
%
|
CRE loans
|
(7,919
|
)
|
|
0.73
|
%
|
|
(926
|
)
|
|
0.11
|
%
|
|
(13,534
|
)
|
|
1.70
|
%
|
|||
Residential mortgage loans
|
(4,472
|
)
|
|
0.26
|
%
|
|
(12,727
|
)
|
|
0.73
|
%
|
|
(20,757
|
)
|
|
1.12
|
%
|
|||
Consumer loans
|
(222
|
)
|
|
0.05
|
%
|
|
(75
|
)
|
|
0.08
|
%
|
|
(246
|
)
|
|
3.55
|
%
|
|||
Total
|
$
|
(13,309
|
)
|
|
0.15
|
%
|
|
$
|
(24,214
|
)
|
|
0.32
|
%
|
|
$
|
(34,995
|
)
|
|
0.56
|
%
|
|
For the year ended September 30,
|
||||||||||||
|
2010
|
|
2009
|
||||||||||
|
Net loan
charge-off
amount
|
|
% of avg.
outstanding
loans
|
|
Net loan
charge-off
amount
|
|
% of avg.
outstanding
loans
|
||||||
|
($ in thousands)
|
||||||||||||
C&I loans
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
CRE construction loans
|
—
|
|
|
—
|
|
|
(3,222
|
)
|
|
0.96
|
%
|
||
CRE loans
|
(54,053
|
)
|
|
5.56
|
%
|
|
(77,316
|
)
|
|
4.22
|
%
|
||
Residential mortgage loans
|
(29,548
|
)
|
|
1.34
|
%
|
|
(26,686
|
)
|
|
0.99
|
%
|
||
Consumer loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
$
|
(83,601
|
)
|
|
1.30
|
%
|
|
$
|
(107,224
|
)
|
|
1.43
|
%
|
|
September 30, 2013
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||||||||||||||
|
Nonperforming
loan balance
|
|
Allowance for
loan losses
balance
|
|
Nonperforming
loan balance
|
|
Allowance for
loan losses
balance
|
|
Nonperforming
loan balance
|
|
Allowance for
loan losses
balance
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Loans held for investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
C&I loans
|
89
|
|
|
(95,994
|
)
|
|
19,517
|
|
|
(92,409
|
)
|
|
25,685
|
|
|
(81,267
|
)
|
||||||
CRE construction loans
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
(739
|
)
|
|
—
|
|
|
(490
|
)
|
||||||
CRE loans
|
25,512
|
|
|
(19,266
|
)
|
|
8,404
|
|
|
(27,546
|
)
|
|
15,842
|
|
|
(30,752
|
)
|
||||||
Residential mortgage loans
|
76,357
|
|
|
(19,126
|
)
|
|
78,739
|
|
|
(26,138
|
)
|
|
91,796
|
|
|
(33,210
|
)
|
||||||
Consumer loans
|
—
|
|
|
(1,115
|
)
|
|
—
|
|
|
(709
|
)
|
|
—
|
|
|
(20
|
)
|
||||||
Total
|
$
|
101,958
|
|
|
$
|
(136,501
|
)
|
|
$
|
106,660
|
|
|
$
|
(147,541
|
)
|
|
$
|
133,323
|
|
|
$
|
(145,744
|
)
|
|
September 30, 2010
|
|
September 30, 2009
|
||||||||||||
|
Nonperforming
loan balance
|
|
Allowance for
loan losses
balance
|
|
Nonperforming
loan balance
|
|
Allowance for
loan losses
balance
|
||||||||
|
(in thousands)
|
||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
Loans held for investment:
|
|
|
|
|
|
|
|
||||||||
C&I loans
|
—
|
|
|
(60,464
|
)
|
|
—
|
|
|
(84,841
|
)
|
||||
CRE construction loans
|
—
|
|
|
(4,473
|
)
|
|
—
|
|
|
(3,237
|
)
|
||||
CRE loans
|
67,901
|
|
|
(47,771
|
)
|
|
86,422
|
|
|
(34,018
|
)
|
||||
Residential mortgage loans
|
86,082
|
|
|
(34,297
|
)
|
|
71,960
|
|
|
(28,081
|
)
|
||||
Consumer loans
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(88
|
)
|
||||
Total
|
$
|
153,983
|
|
|
$
|
(147,084
|
)
|
|
$
|
158,382
|
|
|
$
|
(150,272
|
)
|
|
Delinquent residential loans (amount)
|
|
Delinquent residential loans as a percentage of outstanding loan balances
|
|||||||||||||||||
|
30-89 days
|
|
90 days or more
|
|
Total
(1)
|
|
30-89 days
|
|
90 days or more
|
|
Total
(1)
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
First mortgage loans
|
$
|
6,824
|
|
|
$
|
43,004
|
|
|
$
|
49,828
|
|
|
0.40
|
%
|
|
2.49
|
%
|
|
2.89
|
%
|
Home equity loans/lines
|
—
|
|
|
372
|
|
|
372
|
|
|
—
|
%
|
|
1.66
|
%
|
|
1.66
|
%
|
|||
Total residential mortgage loans
|
$
|
6,824
|
|
|
$
|
43,376
|
|
|
$
|
50,200
|
|
|
0.39
|
%
|
|
2.48
|
%
|
|
2.87
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
First mortgage loans
|
$
|
10,276
|
|
|
$
|
49,476
|
|
|
$
|
59,752
|
|
|
0.62
|
%
|
|
2.97
|
%
|
|
3.58
|
%
|
Home equity loans/lines
|
338
|
|
|
—
|
|
|
338
|
|
|
1.33
|
%
|
|
—
|
%
|
|
1.33
|
%
|
|||
Total residential mortgage loans
|
$
|
10,614
|
|
|
$
|
49,476
|
|
|
$
|
60,090
|
|
|
0.63
|
%
|
|
2.92
|
%
|
|
3.55
|
%
|
(1)
|
Comprised of loans which are two or more payments past due as well as loans in process of foreclosure.
|
September 30, 2013
|
|
September 30, 2012
|
||||||||
($ outstanding as a % of RJ Bank total assets)
|
||||||||||
|
3.0
|
%
|
|
FL
|
|
|
|
2.8
|
%
|
CA
(1)
|
|
2.4
|
%
|
|
CA
(1)
|
|
|
|
2.7
|
%
|
FL
|
|
1.2
|
%
|
|
NY
|
|
|
|
1.5
|
%
|
NY
|
|
0.8
|
%
|
|
NJ
|
|
|
|
0.9
|
%
|
NJ
|
|
0.7
|
%
|
|
VA
|
|
|
|
0.7
|
%
|
VA
|
(1)
|
The concentration ratio for the state of California excludes 1.4% for September 30, 2013 and 1.8% for September 30, 2012 for loans purchased from a large investment grade institution that have full repurchase recourse for any delinquent loans.
|
|
September 30, 2013
|
||
|
(in thousands)
|
||
One year or less
|
$
|
246,387
|
|
Over one year through two years
|
18,940
|
|
|
Over two years through three years
|
10,756
|
|
|
Over three years through four years
|
13,275
|
|
|
Over four years through five years
|
27,608
|
|
|
Over five years
|
46,023
|
|
|
Total outstanding residential interest-only loan balance
|
$
|
362,989
|
|
|
September 30, 2013
|
|
September 30, 2012
|
Residential first mortgage loan weighted-average LTV/FICO
(1)
|
66%/754
|
|
66%/753
|
(1)
|
At origination. Small group of local loans representing less than 1% of residential portfolio excluded.
|
September 30, 2013
|
|
September 30, 2012
|
||||||
($ outstanding as a % of RJ Bank total assets)
|
||||||||
3.5
|
%
|
|
Media communications
|
|
4.1
|
%
|
|
Business systems and services
|
3.4
|
%
|
|
Business systems and services
|
|
3.2
|
%
|
|
Pharmaceuticals
|
3.3
|
%
|
|
Automotive/transportation
|
|
3.1
|
%
|
|
Media communications
|
3.1
|
%
|
|
Pharmaceuticals
|
|
2.9
|
%
|
|
Consumer products and services
|
3.1
|
%
|
|
Retail real estate
|
|
2.8
|
%
|
|
Retail real estate
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(continued from previous page)
|
|||||||
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in thousands)
|
||||||
Liabilities and equity:
|
|
|
|
|
|
||
Trading instruments sold but not yet purchased, at fair value
|
$
|
220,656
|
|
|
$
|
232,436
|
|
Securities sold under agreements to repurchase
|
300,933
|
|
|
348,036
|
|
||
Derivative instruments associated with offsetting matched book positions, at fair value
|
250,341
|
|
|
458,265
|
|
||
Payables:
|
|
|
|
|
|
||
Brokerage clients
|
5,942,843
|
|
|
4,584,656
|
|
||
Stock loaned
|
354,377
|
|
|
423,519
|
|
||
Bank deposits
|
9,295,371
|
|
|
8,599,713
|
|
||
Brokers-dealers and clearing organizations
|
109,611
|
|
|
103,164
|
|
||
Trade and other
|
630,344
|
|
|
628,734
|
|
||
Other borrowings
|
84,076
|
|
|
—
|
|
||
Accrued compensation, commissions and benefits
|
741,787
|
|
|
690,654
|
|
||
Loans payable of consolidated variable interest entities
|
62,938
|
|
|
81,713
|
|
||
Corporate debt
|
1,194,508
|
|
|
1,329,093
|
|
||
Total liabilities
|
19,187,785
|
|
|
17,479,983
|
|
||
Commitments and contingencies (see Note 20)
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
||
Preferred stock; $.10 par value; authorized 10,000,000 shares; issued and outstanding -0- shares
|
—
|
|
|
—
|
|
||
Common stock; $.01 par value; authorized 350,000,000 shares; issued 144,559,772 at September 30, 2013 and 142,853,667 at September 30, 2012
|
1,429
|
|
|
1,404
|
|
||
Additional paid-in capital
|
1,136,298
|
|
|
1,030,288
|
|
||
Retained earnings
|
2,635,026
|
|
|
2,346,563
|
|
||
Treasury stock, at cost; 5,002,666 common shares at September 30, 2013 and 5,117,049 common shares at September 30, 2012
|
(120,555
|
)
|
|
(118,762
|
)
|
||
Accumulated other comprehensive income
|
10,726
|
|
|
9,447
|
|
||
Total equity attributable to Raymond James Financial, Inc.
|
3,662,924
|
|
|
3,268,940
|
|
||
Noncontrolling interests
|
335,413
|
|
|
411,342
|
|
||
Total equity
|
3,998,337
|
|
|
3,680,282
|
|
||
Total liabilities and equity
|
$
|
23,186,122
|
|
|
$
|
21,160,265
|
|
|
|
Year ended September 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands, except per share amounts)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Securities commissions and fees
|
|
$
|
3,007,711
|
|
|
$
|
2,535,484
|
|
|
$
|
2,190,436
|
|
Investment banking
|
|
288,251
|
|
|
223,579
|
|
|
251,183
|
|
|||
Investment advisory fees
|
|
282,755
|
|
|
223,850
|
|
|
216,750
|
|
|||
Interest
|
|
473,599
|
|
|
453,258
|
|
|
392,318
|
|
|||
Account and service fees
|
|
363,531
|
|
|
319,718
|
|
|
286,523
|
|
|||
Net trading profits
|
|
34,069
|
|
|
55,538
|
|
|
27,506
|
|
|||
Other
|
|
145,882
|
|
|
86,473
|
|
|
35,170
|
|
|||
Total revenues
|
|
4,595,798
|
|
|
3,897,900
|
|
|
3,399,886
|
|
|||
Interest expense
|
|
110,371
|
|
|
91,369
|
|
|
65,830
|
|
|||
Net revenues
|
|
4,485,427
|
|
|
3,806,531
|
|
|
3,334,056
|
|
|||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|||
Compensation, commissions and benefits
|
|
3,054,027
|
|
|
2,620,058
|
|
|
2,270,735
|
|
|||
Communications and information processing
|
|
257,366
|
|
|
195,895
|
|
|
137,605
|
|
|||
Occupancy and equipment costs
|
|
157,449
|
|
|
134,199
|
|
|
108,600
|
|
|||
Clearance and floor brokerage
|
|
40,253
|
|
|
39,422
|
|
|
38,461
|
|
|||
Business development
|
|
124,387
|
|
|
118,712
|
|
|
94,875
|
|
|||
Investment sub-advisory fees
|
|
37,112
|
|
|
29,210
|
|
|
30,100
|
|
|||
Bank loan loss provision
|
|
2,565
|
|
|
25,894
|
|
|
33,655
|
|
|||
Acquisition related expenses
|
|
73,454
|
|
|
59,284
|
|
|
—
|
|
|||
Loss on auction rate securities repurchased
|
|
—
|
|
|
—
|
|
|
41,391
|
|
|||
Other
|
|
144,904
|
|
|
115,936
|
|
|
127,889
|
|
|||
Total non-interest expenses
|
|
3,891,517
|
|
|
3,338,610
|
|
|
2,883,311
|
|
|||
Income including noncontrolling interests and before provision for income taxes
|
|
593,910
|
|
|
467,921
|
|
|
450,745
|
|
|||
Provision for income taxes
|
|
197,033
|
|
|
175,656
|
|
|
182,894
|
|
|||
Net income including noncontrolling interests
|
|
396,877
|
|
|
292,265
|
|
|
267,851
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
|
29,723
|
|
|
(3,604
|
)
|
|
(10,502
|
)
|
|||
Net income attributable to Raymond James Financial, Inc.
|
|
$
|
367,154
|
|
|
$
|
295,869
|
|
|
$
|
278,353
|
|
|
|
|
|
|
|
|
||||||
Net income per common share – basic
|
|
$
|
2.64
|
|
|
$
|
2.22
|
|
|
$
|
2.20
|
|
Net income per common share – diluted
|
|
$
|
2.58
|
|
|
$
|
2.20
|
|
|
$
|
2.19
|
|
Weighted-average common shares outstanding – basic
|
|
137,732
|
|
|
130,806
|
|
|
122,448
|
|
|||
Weighted-average common and common equivalent shares outstanding – diluted
|
|
140,541
|
|
|
131,791
|
|
|
122,836
|
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to Raymond James Financial, Inc.
|
|
$
|
367,154
|
|
|
$
|
295,869
|
|
|
$
|
278,353
|
|
Other comprehensive income, net of tax:
(1)
|
|
|
|
|
|
|
|
|
|
|||
Change in unrealized losses on available for sale securities and non-credit portion of other-than-temporary impairment losses
|
|
15,042
|
|
|
12,886
|
|
|
2,621
|
|
|||
Change in currency translations and net investment hedges
|
|
(13,763
|
)
|
|
6,166
|
|
|
(6,029
|
)
|
|||
Total comprehensive income
|
|
$
|
368,433
|
|
|
$
|
314,921
|
|
|
$
|
274,945
|
|
|
|
|
|
|
|
|
||||||
Other-than-temporary impairment:
|
|
|
|
|
|
|
|
|
|
|||
Total other-than-temporary impairment, net
|
|
$
|
3,755
|
|
|
$
|
17,144
|
|
|
$
|
(11,977
|
)
|
Portion of pre-tax (recoveries) losses recognized in other comprehensive income
|
|
(4,391
|
)
|
|
(22,419
|
)
|
|
1,743
|
|
|||
Net impairment losses recognized in other revenue
|
|
$
|
(636
|
)
|
|
$
|
(5,275
|
)
|
|
$
|
(10,234
|
)
|
(1)
|
All components of other comprehensive income, net of tax, are attributable to Raymond James Financial, Inc.
|
RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(continued from previous page)
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
Year ended September 30,
|
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
|
(in thousands, except share amounts)
|
|
||||||||||
Accumulated other comprehensive income:
(4)
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
9,447
|
|
|
(9,605
|
)
|
|
(6,197
|
)
|
|
|||
Net change in unrealized losses on available for sale securities and non-credit portion of other-than-temporary impairment losses, net of tax
|
15,042
|
|
|
12,886
|
|
|
2,621
|
|
|
|||
Net change in currency transactions and net investment hedges, net of tax
|
(13,763
|
)
|
|
6,166
|
|
|
(6,029
|
)
|
|
|||
Balance, end of year
|
10,726
|
|
|
9,447
|
|
|
(9,605
|
)
|
|
|||
Total equity attributable to Raymond James Financial, Inc.
|
$
|
3,662,924
|
|
|
$
|
3,268,940
|
|
|
$
|
2,587,619
|
|
|
|
|
|
|
|
|
|
||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
$
|
411,342
|
|
|
$
|
324,226
|
|
|
$
|
294,052
|
|
|
Net income (loss) attributable to noncontrolling interests
|
29,723
|
|
|
(3,604
|
)
|
|
(10,502
|
)
|
|
|||
Capital contributions
|
30,052
|
|
|
38,073
|
|
|
33,633
|
|
|
|||
Distributions
|
(148,871
|
)
|
|
(18,294
|
)
|
|
(9,971
|
)
|
|
|||
Consolidation of acquired entity
|
7,592
|
|
(5)
|
—
|
|
|
—
|
|
|
|||
Consolidation of low income housing tax credit funds not previously consolidated
|
—
|
|
|
—
|
|
|
14,635
|
|
|
|||
Consolidation of private equity partnerships
|
—
|
|
|
78,394
|
|
|
—
|
|
|
|||
Deconsolidation of previously consolidated low income housing tax credit funds
|
—
|
|
|
—
|
|
|
(6,789
|
)
|
|
|||
Derecognition resulting from acquisition of additional interests
|
4,126
|
|
|
(665
|
)
|
|
—
|
|
|
|||
Other
|
1,449
|
|
|
(6,788
|
)
|
|
9,168
|
|
|
|||
Balance, end of year
|
335,413
|
|
|
411,342
|
|
|
324,226
|
|
|
|||
Total equity
|
$
|
3,998,337
|
|
|
$
|
3,680,282
|
|
|
$
|
2,911,845
|
|
|
(1)
|
During the year ended September 30, 2012, in a registered public offering,
11,075,000
common shares were issued generating approximately
$363 million
in net proceeds (after consideration of the underwriting discount and direct expenses of the offering).
|
(2)
|
During the year ended September 30, 2011, approximately
243,000
exchangeable shares were exchanged for common stock on a one-for-one basis.
|
(3)
|
In April, 2011, we acquired Howe Barnes, Hoefer & Arnett (“Howe Barnes”) by exchanging RJF shares for all issued and outstanding shares of Howe Barnes.
|
(4)
|
All components of other comprehensive income are attributable to Raymond James Financial, Inc.
|
(5)
|
On December 24, 2012, we acquired a
45%
interest in ClariVest Asset Management, LLC, see Notes 1 and 3 for discussion.
|
RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued from previous page)
|
|||||||||||
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowed funds, net
|
$
|
258,776
|
|
|
$
|
1,256,459
|
|
|
$
|
249,498
|
|
Repayments of borrowed funds, net
|
(309,597
|
)
|
|
(550,564
|
)
|
|
(2,561,324
|
)
|
|||
Proceeds from issuance of shares in registered public offering
|
—
|
|
|
362,823
|
|
|
—
|
|
|||
Repayments of borrowings by consolidated variable interest entities which are real estate partnerships
|
(22,613
|
)
|
|
(23,145
|
)
|
|
(23,679
|
)
|
|||
Proceeds from capital contributed to and borrowings of consolidated variable interest entities which are real estate partnerships
|
23,485
|
|
|
30,546
|
|
|
33,229
|
|
|||
Purchase of additional equity interest in subsidiary
|
(553
|
)
|
|
(4,017
|
)
|
|
—
|
|
|||
Exercise of stock options and employee stock purchases
|
55,997
|
|
|
33,811
|
|
|
47,383
|
|
|||
Increase in bank deposits
|
695,658
|
|
|
860,391
|
|
|
659,604
|
|
|||
Purchase of treasury stock
|
(11,718
|
)
|
|
(20,860
|
)
|
|
(23,111
|
)
|
|||
Dividends on common stock
|
(76,593
|
)
|
|
(68,782
|
)
|
|
(63,090
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
2,590
|
|
|
2,613
|
|
|
2,106
|
|
|||
Net cash provided by (used in) financing activities
|
615,432
|
|
|
1,879,275
|
|
|
(1,679,384
|
)
|
|||
|
|
|
|
|
|
||||||
Currency adjustment:
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(6,667
|
)
|
|
976
|
|
|
(824
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
616,596
|
|
|
(459,675
|
)
|
|
(521,910
|
)
|
|||
Increase in cash resulting from the consolidation of an acquired entity and the acquisition of a controlling interest in a subsidiary
|
—
|
|
|
—
|
|
|
18,366
|
|
|||
Cash and cash equivalents at beginning of year
|
1,980,020
|
|
|
2,439,695
|
|
|
2,943,239
|
|
|||
Cash and cash equivalents at end of year
|
$
|
2,596,616
|
|
|
$
|
1,980,020
|
|
|
$
|
2,439,695
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
106,818
|
|
|
$
|
91,453
|
|
|
$
|
55,332
|
|
Cash paid for income taxes
|
$
|
189,730
|
|
|
$
|
176,539
|
|
|
$
|
194,233
|
|
Non-cash transfers of loans to other real estate owned
|
$
|
3,072
|
|
|
$
|
12,653
|
|
|
$
|
14,198
|
|
a.
|
Commission revenues and related expenses from securities transactions are recorded on a trade date basis. Commission revenues are recorded at the amount charged to the customer which, in certain cases, may include varying discounts.
|
b.
|
Fee revenues include certain asset-based fees. These fees include trailing commissions from mutual funds and variable annuities/insurance products, which are recorded ratably over the period earned.
|
c.
|
Fee revenues also include the fees earned by financial advisors who provide investment advisory services under various manners of affiliation with us. These fee revenues are computed as either a percentage of the assets in the client account, or a flat periodic fee charged to the client for investment advice. Such fees are earned from the services provided by investment advisor representatives (“IARs”) and registered investment advisors (“RIAs”) who affiliate with us.
|
i.
|
Investment advisory service fee revenues earned by employee financial advisors (IARs of RJ&A) are presented in securities commissions and fees revenue on a gross basis. The RJ&A IARs are paid compensation which is computed as a percentage of the revenues generated and which is recorded as a component of compensation, commissions and benefits expense.
|
ii.
|
Investment advisory service fee revenues earned by independent contractors who are registered representatives (“RR”) with RJFS are also registered with RJFSA and offer investment advisory services under RJFSA’s RIA license as an IAR of RJFSA are presented in securities fees and commissions revenue on a gross basis. These financial advisors are paid a portion of the revenues generated which is recorded as a component of compensation, commissions and benefits expense.
|
iii.
|
Independent RIA firms that are owned and operated by a financial advisor who is an independent contractor registered as a RR with RJFS, may receive administrative and custodial services provided by RJFS as introducing broker-dealer firm to RJ&A. These independent RIA firms operate under their own RIA license and pay a fee for services provided to the RIA and its clients. These fees are recorded in securities commissions and fees revenue, net of the portion of the fees that are remitted to the independent RIA firm.
|
iv.
|
We may earn fees as a result of providing a custodial platform for unaffiliated independent RIA firms. These independent RIA firms operate under their own RIA license and pay for administrative and other services provided through RJFS. These fees are recorded in securities commissions and fees revenue, net of the portion of the fees that are remitted to the independent RIA firm.
|
d.
|
Insurance commission revenues and related expenses are recognized when the delivery of the insurance contract is confirmed by the carrier, the premium is remitted to the insurance company and the contract requirements are met.
|
e.
|
Annuity commission revenues and related expenses are recognized when the signed annuity contract and premium is submitted to the annuity carrier.
|
|
|
Year ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(in thousands)
|
||||||
Information systems integration and conversion costs
(1)
|
|
$
|
33,021
|
|
|
$
|
14,542
|
|
Occupancy and equipment
(2)
|
|
15,999
|
|
|
4,803
|
|
||
Severance
(3)
|
|
12,734
|
|
|
18,729
|
|
||
Temporary services
|
|
4,106
|
|
|
1,128
|
|
||
Financial advisory fees
|
|
1,176
|
|
|
7,040
|
|
||
Legal
|
|
476
|
|
|
2,267
|
|
||
Bridge financing agreement fees
|
|
—
|
|
|
5,684
|
|
||
Other integration costs
|
|
5,942
|
|
|
5,091
|
|
||
Total acquisition related expenses
|
|
$
|
73,454
|
|
|
$
|
59,284
|
|
(1)
|
Includes equipment costs related to the disposition of information systems equipment, and temporary services incurred specifically related to the information systems conversion.
|
(2)
|
Includes lease costs associated with the abandonment of certain facilities resulting from the Morgan Keegan acquisition.
|
(3)
|
Represents all costs associated with eliminating positions as a result of the Morgan Keegan acquisition, partially offset by the favorable impact arising from the forfeiture of any unvested accrued benefits.
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
||||
Cash in banks
|
$
|
2,593,890
|
|
|
$
|
1,973,897
|
|
Money market fund investments
|
2,726
|
|
|
6,123
|
|
||
Total cash and cash equivalents
(1)
|
2,596,616
|
|
|
1,980,020
|
|
||
Cash segregated pursuant to federal regulations and other segregated assets
(2)
|
4,064,827
|
|
|
2,784,199
|
|
||
Deposits with clearing organizations
(3)
|
126,405
|
|
|
163,848
|
|
||
|
$
|
6,787,848
|
|
|
$
|
4,928,067
|
|
(1)
|
The total amounts presented include cash and cash equivalents of
$1.02 billion
and
$539 million
as of
September 30, 2013
and
2012
, respectively, which are either held directly by RJF or are otherwise invested by one of our subsidiaries on behalf of RJF, and are available without restrictions.
|
(2)
|
Consists of cash maintained in accordance with Rule 15c3-3 of the Securities Exchange Act of 1934. RJ&A (and MK & Co. as of
September 30, 2012
) as broker-dealers carrying client accounts as of each respective date, are subject to requirements related to maintaining cash or qualified securities in segregated reserve accounts for the exclusive benefit of their clients. Additionally, RJ Ltd. is required to hold client Registered Retirement Savings Plan funds in trust.
|
(3)
|
Consists of deposits of cash and cash equivalents or other short-term securities held by other clearing organizations or exchanges.
|
September 30, 2013
|
|
Quoted prices
in active
markets for
identical
assets
(Level 1)
(1)
|
|
Significant
other
observable
inputs
(Level 2)
(1)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Netting
adjustments
(2)
|
|
Balance as of
September 30, 2013 |
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Municipal and provincial obligations
|
|
$
|
10
|
|
|
$
|
202,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
202,826
|
|
Corporate obligations
|
|
833
|
|
|
59,573
|
|
|
—
|
|
|
—
|
|
|
60,406
|
|
|||||
Government and agency obligations
|
|
6,408
|
|
|
106,988
|
|
|
—
|
|
|
—
|
|
|
113,396
|
|
|||||
Agency MBS and CMOs
|
|
155
|
|
|
92,994
|
|
|
—
|
|
|
—
|
|
|
93,149
|
|
|||||
Non-agency CMOs and ABS
|
|
—
|
|
|
16,957
|
|
|
14
|
|
|
—
|
|
|
16,971
|
|
|||||
Total debt securities
|
|
7,406
|
|
|
479,328
|
|
|
14
|
|
|
—
|
|
|
486,748
|
|
|||||
Derivative contracts
|
|
—
|
|
|
89,633
|
|
|
—
|
|
|
(61,524
|
)
|
|
28,109
|
|
|||||
Equity securities
|
|
48,749
|
|
|
4,231
|
|
|
35
|
|
|
—
|
|
|
53,015
|
|
|||||
Other securities
|
|
1,413
|
|
|
6,464
|
|
|
3,956
|
|
|
—
|
|
|
11,833
|
|
|||||
Total trading instruments
|
|
57,568
|
|
|
579,656
|
|
|
4,005
|
|
|
(61,524
|
)
|
|
579,705
|
|
|||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agency MBS and CMOs
|
|
—
|
|
|
326,029
|
|
|
—
|
|
|
—
|
|
|
326,029
|
|
|||||
Non-agency CMOs
|
|
—
|
|
|
128,943
|
|
|
78
|
|
|
—
|
|
|
129,021
|
|
|||||
Other securities
|
|
2,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,076
|
|
|||||
ARS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Municipals
|
|
—
|
|
|
—
|
|
|
130,934
|
|
(3)
|
—
|
|
|
130,934
|
|
|||||
Preferred securities
|
|
—
|
|
|
—
|
|
|
110,784
|
|
|
—
|
|
|
110,784
|
|
|||||
Total available for sale securities
|
|
2,076
|
|
|
454,972
|
|
|
241,796
|
|
|
—
|
|
|
698,844
|
|
|||||
Private equity investments
|
|
—
|
|
|
—
|
|
|
216,391
|
|
(4)
|
—
|
|
|
216,391
|
|
|||||
Other investments
(5)
|
|
241,627
|
|
|
2,278
|
|
|
4,607
|
|
|
—
|
|
|
248,512
|
|
|||||
Derivative instruments associated with offsetting matched book positions
|
|
—
|
|
|
250,341
|
|
|
—
|
|
|
—
|
|
|
250,341
|
|
|||||
Other receivables
|
|
—
|
|
|
—
|
|
|
2,778
|
|
(6)
|
—
|
|
|
2,778
|
|
|||||
Other assets
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Total assets at fair value on a recurring basis
|
|
$
|
301,271
|
|
|
$
|
1,287,247
|
|
|
$
|
469,592
|
|
|
$
|
(61,524
|
)
|
|
$
|
1,996,586
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets at fair value on a nonrecurring basis:
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bank loans, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Impaired loans
|
|
$
|
—
|
|
|
$
|
33,187
|
|
|
$
|
59,868
|
|
|
$
|
—
|
|
|
$
|
93,055
|
|
Loans held for sale
(8)
|
|
—
|
|
|
28,119
|
|
|
—
|
|
|
—
|
|
|
28,119
|
|
|||||
Total bank loans, net
|
|
—
|
|
|
61,306
|
|
|
59,868
|
|
|
—
|
|
|
121,174
|
|
|||||
OREO
(9)
|
|
—
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||
Total assets at fair value on a nonrecurring basis
|
|
$
|
—
|
|
|
$
|
61,515
|
|
|
$
|
59,868
|
|
|
$
|
—
|
|
|
$
|
121,383
|
|
|
||||||||||||||||||||
(continued on next page)
|
September 30, 2013
|
|
Quoted prices
in active
markets for
identical
assets
(Level 1)
(1)
|
|
Significant
other
observable
inputs
(Level 2)
(1)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Netting
adjustments
(2)
|
|
Balance as of
September 30, 2013 |
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
|
(continued from previous page)
|
||||||||||||||||||
Liabilities at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading instruments sold but not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Municipal and provincial obligations
|
|
$
|
165
|
|
|
$
|
1,612
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,777
|
|
Corporate obligations
|
|
30
|
|
|
9,081
|
|
|
—
|
|
|
—
|
|
|
9,111
|
|
|||||
Government obligations
|
|
169,816
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169,816
|
|
|||||
Agency MBS and CMOs
|
|
3,068
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,068
|
|
|||||
Non-agency MBS and CMOs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total debt securities
|
|
173,079
|
|
|
10,693
|
|
|
—
|
|
|
—
|
|
|
183,772
|
|
|||||
Derivative contracts
|
|
—
|
|
|
74,920
|
|
|
—
|
|
|
(69,279
|
)
|
|
5,641
|
|
|||||
Equity securities
|
|
31,151
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
31,243
|
|
|||||
Other securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total trading instruments sold but not yet purchased
|
|
204,230
|
|
|
85,705
|
|
|
—
|
|
|
(69,279
|
)
|
|
220,656
|
|
|||||
Derivative instruments associated with offsetting matched book positions
|
|
—
|
|
|
250,341
|
|
|
—
|
|
|
—
|
|
|
250,341
|
|
|||||
Trade and other payables:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivative contracts
|
|
—
|
|
|
714
|
|
|
—
|
|
|
—
|
|
|
714
|
|
|||||
Other liabilities
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Total trade and other payables
|
|
—
|
|
|
714
|
|
|
60
|
|
|
—
|
|
|
774
|
|
|||||
Total liabilities at fair value on a recurring basis
|
|
$
|
204,230
|
|
|
$
|
336,760
|
|
|
$
|
60
|
|
|
$
|
(69,279
|
)
|
|
$
|
471,771
|
|
(1)
|
We had
$860 thousand
in transfers of financial instruments from Level 1 to Level 2 during the
year ended September 30, 2013
. These transfers were a result of a decrease in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement. We had
$401 thousand
in transfers of financial instruments from Level 2 to Level 1 during the
year ended September 30, 2013
. These transfers were a result of an increase in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement. Our policy is that the end of each respective quarterly reporting period determines when transfers of financial instruments between levels are recognized.
|
(2)
|
Where permitted, we have elected to net derivative receivables and derivative payables and the related cash collateral received and paid when a legally enforceable master netting agreement exists.
|
(3)
|
Includes
$54 million
of Jefferson County, Alabama Limited Obligation School Warrants ARS and
$25 million
of Jefferson County, Alabama Sewer Revenue Refunding Warrants ARS.
|
(4)
|
Of the total private equity investments, the weighted-average portion we own is approximately
41%
. Effectively, the economics associated with the portions of these investments we do not own become a component of noncontrolling interests on our Consolidated Statements of Financial Condition, and amounted to approximately
$63 million
of the total as of
September 30, 2013
.
|
(5)
|
Other investments include
$176 million
of financial instruments that are related to obligations to perform under certain of MK & Co.’s historic deferred compensation plans (see Note 2 and Note 23 for further information regarding these plans).
|
(6)
|
Primarily comprised of forward commitments to purchase GNMA (as hereinafter defined) MBS arising from our fixed income public finance operations (see Note 20 for additional information regarding these commitments).
|
(7)
|
Goodwill fair value measurements are classified within Level 3 of the fair value hierarchy, which are generally determined using unobservable inputs. See Note 13 for additional information regarding the annual impairment analysis and our methods of estimating the fair value of reporting units that have an allocation of goodwill, including the key assumptions.
|
(8)
|
Includes individual loans classified as held for sale, which were recorded at a fair value lower than cost.
|
(9)
|
Represents the fair value of foreclosed properties which were measured at a fair value subsequent to their initial classification as OREO. The recorded value in the Consolidated Statements of Financial Condition is net of the estimated selling costs.
|
September 30, 2012
|
|
Quoted prices
in active
markets for
identical
assets
(Level 1)
(1)
|
|
Significant
other
observable
inputs
(Level 2)
(1)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Netting
adjustments
(2)
|
|
Balance as of
September 30, 2012 |
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Municipal and provincial obligations
|
|
$
|
7
|
|
|
$
|
346,030
|
|
|
$
|
553
|
|
|
$
|
—
|
|
|
$
|
346,590
|
|
Corporate obligations
|
|
15,916
|
|
|
70,815
|
|
|
—
|
|
|
—
|
|
|
86,731
|
|
|||||
Government and agency obligations
|
|
10,907
|
|
|
156,492
|
|
|
—
|
|
|
—
|
|
|
167,399
|
|
|||||
Agency MBS and CMOs
|
|
1,085
|
|
|
104,084
|
|
|
—
|
|
|
—
|
|
|
105,169
|
|
|||||
Non-agency CMOs and ABS
|
|
—
|
|
|
1,986
|
|
|
29
|
|
|
—
|
|
|
2,015
|
|
|||||
Total debt securities
|
|
27,915
|
|
|
679,407
|
|
|
582
|
|
|
—
|
|
|
707,904
|
|
|||||
Derivative contracts
|
|
—
|
|
|
144,259
|
|
|
—
|
|
|
(93,259
|
)
|
|
51,000
|
|
|||||
Equity securities
|
|
23,626
|
|
|
2,891
|
|
|
6
|
|
|
—
|
|
|
26,523
|
|
|||||
Other securities
|
|
864
|
|
|
12,131
|
|
|
5,850
|
|
|
—
|
|
|
18,845
|
|
|||||
Total trading instruments
|
|
52,405
|
|
|
838,688
|
|
|
6,438
|
|
|
(93,259
|
)
|
|
804,272
|
|
|||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agency MBS and CMOs
|
|
—
|
|
|
352,303
|
|
|
—
|
|
|
—
|
|
|
352,303
|
|
|||||
Non-agency CMOs
|
|
—
|
|
|
147,558
|
|
|
249
|
|
|
—
|
|
|
147,807
|
|
|||||
Other securities
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
ARS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Municipals
|
|
—
|
|
|
—
|
|
|
123,559
|
|
(3)
|
—
|
|
|
123,559
|
|
|||||
Preferred securities
|
|
—
|
|
|
—
|
|
|
110,193
|
|
|
—
|
|
|
110,193
|
|
|||||
Total available for sale securities
|
|
12
|
|
|
499,861
|
|
|
234,001
|
|
|
—
|
|
|
733,874
|
|
|||||
Private equity investments
|
|
—
|
|
|
—
|
|
|
336,927
|
|
(4)
|
—
|
|
|
336,927
|
|
|||||
Other investments
(5)
|
|
303,817
|
|
|
2,897
|
|
|
4,092
|
|
|
—
|
|
|
310,806
|
|
|||||
Derivative instruments associated with offsetting matched book positions
|
|
—
|
|
|
458,265
|
|
|
—
|
|
|
—
|
|
|
458,265
|
|
|||||
Total assets at fair value on a recurring basis
|
|
$
|
356,234
|
|
|
$
|
1,799,711
|
|
|
$
|
581,458
|
|
|
$
|
(93,259
|
)
|
|
$
|
2,644,144
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets at fair value on a nonrecurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bank loans, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans
(6)
|
|
$
|
—
|
|
|
$
|
47,409
|
|
|
$
|
46,383
|
|
|
$
|
—
|
|
|
$
|
93,792
|
|
Loans held for sale
(7)
|
|
—
|
|
|
81,093
|
|
|
—
|
|
|
—
|
|
|
81,093
|
|
|||||
Total bank loans, net
|
|
—
|
|
|
128,502
|
|
|
46,383
|
|
|
—
|
|
|
174,885
|
|
|||||
OREO
(8)
|
|
—
|
|
|
6,216
|
|
|
—
|
|
|
—
|
|
|
6,216
|
|
|||||
Total assets at fair value on a nonrecurring basis
|
|
$
|
—
|
|
|
$
|
134,718
|
|
|
$
|
46,383
|
|
|
$
|
—
|
|
|
$
|
181,101
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(continued on next page)
|
September 30, 2012
|
|
Quoted prices
in active
markets for
identical
assets
(Level 1)
(1)
|
|
Significant
other
observable
inputs
(Level 2)
(1)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Netting
adjustments
(2)
|
|
Balance as of
September 30, 2012 |
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
|
(continued from previous page)
|
||||||||||||||||||
Liabilities at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trading instruments sold but not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Municipal and provincial obligations
|
|
$
|
—
|
|
|
$
|
212
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
212
|
|
Corporate obligations
|
|
33
|
|
|
12,355
|
|
|
—
|
|
|
—
|
|
|
12,388
|
|
|||||
Government obligations
|
|
199,501
|
|
|
587
|
|
|
—
|
|
|
—
|
|
|
200,088
|
|
|||||
Agency MBS and CMOs
|
|
556
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
556
|
|
|||||
Non-agency MBS and CMOs
|
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|||||
Total debt securities
|
|
200,090
|
|
|
13,275
|
|
|
—
|
|
|
—
|
|
|
213,365
|
|
|||||
Derivative contracts
|
|
—
|
|
|
128,081
|
|
|
—
|
|
|
(124,979
|
)
|
|
3,102
|
|
|||||
Equity securities
|
|
9,636
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
9,700
|
|
|||||
Other securities
|
|
—
|
|
|
6,269
|
|
|
—
|
|
|
—
|
|
|
6,269
|
|
|||||
Total trading instruments sold but not yet purchased
|
|
209,726
|
|
|
147,689
|
|
|
—
|
|
|
(124,979
|
)
|
|
232,436
|
|
|||||
Derivative instruments associated with offsetting matched book positions
|
|
—
|
|
|
458,265
|
|
|
—
|
|
|
—
|
|
|
458,265
|
|
|||||
Trade and other payables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative contracts
|
|
—
|
|
|
1,370
|
|
|
—
|
|
|
—
|
|
|
1,370
|
|
|||||
Other liabilities
|
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
|||||
Total trade and other payables
|
|
—
|
|
|
1,370
|
|
|
98
|
|
|
—
|
|
|
1,468
|
|
|||||
Total liabilities at fair value on a recurring basis
|
|
$
|
209,726
|
|
|
$
|
607,324
|
|
|
$
|
98
|
|
|
$
|
(124,979
|
)
|
|
$
|
692,169
|
|
(1)
|
We had
no
transfers of financial instruments from Level 1 to Level 2 during the
year ended September 30, 2012
. We had
$541 thousand
in transfers of financial instruments from Level 2 to Level 1 during the
year ended September 30, 2012
. These transfers were a result of an increase in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement. Our policy is that the end of each respective quarterly reporting period determines when transfers of financial instruments between levels are recognized.
|
(2)
|
Where permitted, we have elected to net derivative receivables and derivative payables and the related cash collateral received and paid when a legally enforceable master netting agreement exists.
|
(3)
|
Includes
$48 million
of Jefferson County, Alabama Limited Obligation School Warrants ARS and
$22 million
of Jefferson County, Alabama Sewer Revenue Refunding Warrants ARS.
|
(4)
|
Includes
$224 million
in private equity investments of which the weighted-average portion we own is approximately
28%
. Effectively, the economics associated with the portions of these investments we do not own become a component of noncontrolling interests on our Consolidated Statements of Financial Condition, and amounted to approximately
$161 million
of that total as of
September 30, 2012
.
|
(5)
|
Other investments include
$185 million
of financial instruments that are related to obligations to perform under certain of MK & Co.’s historic deferred compensation plans (see Note 2 and Note 23 for further information regarding these plans).
|
(6)
|
During the
year ended September 30, 2012
, we initially transferred
$55 million
of impaired loans from Level 3 to Level 2. The transfer was a result of the increase in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement. Our analysis indicates that comparative sales data is a reasonable estimate of fair value, therefore, more consideration was given to this observable input.
|
(7)
|
Includes individual loans classified as held for sale, which were recorded at a fair value lower than cost.
|
(8)
|
Represents the fair value of foreclosed properties which were measured at a fair value subsequent to their initial classification as OREO. The recorded value in the Consolidated Statements of Financial Condition is net of the estimated selling costs.
|
Year ended September 30, 2013
Level 3 assets at fair value
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Financial assets
|
|
Financial
liabilities
|
||||||||||||||||||||||||||||||||||||||||||||
|
Trading instruments
|
Available for sale securities
|
|
Private equity, other investments, other receivables and other assets
|
|
Payables-
trade and
other
|
||||||||||||||||||||||||||||||||||||||||
|
Municipal &
provincial
obligations
|
|
Non-
agency
CMOs &
ABS
|
|
Equity
securities
|
|
Other
securities
|
Non-
agency
CMOs
|
|
ARS –
municipals
|
|
ARS -
preferred
securities
|
|
Private
equity
investments
|
|
Other
investments
|
|
Other receivables
|
|
Other Assets
|
|
Other
liabilities
|
||||||||||||||||||||||||
Fair value
September 30, 2012
|
$
|
553
|
|
|
$
|
29
|
|
|
$
|
6
|
|
|
$
|
5,850
|
|
$
|
249
|
|
|
$
|
123,559
|
|
|
$
|
110,193
|
|
|
$
|
336,927
|
|
|
$
|
4,092
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(98
|
)
|
Total gains (losses) for the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Included in earnings
|
—
|
|
|
(4
|
)
|
|
1
|
|
|
(140
|
)
|
(396
|
)
|
|
439
|
|
|
1,164
|
|
|
70,688
|
|
(1)
|
1,390
|
|
|
2,778
|
|
|
—
|
|
|
38
|
|
||||||||||||
Included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
281
|
|
|
13,212
|
|
|
7,504
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Purchases and contributions
|
—
|
|
|
—
|
|
|
63
|
|
|
9,885
|
|
—
|
|
|
—
|
|
|
25
|
|
|
20,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Sales
|
(553
|
)
|
|
—
|
|
|
(37
|
)
|
|
(9,234
|
)
|
—
|
|
|
(4,971
|
)
|
|
(90
|
)
|
|
(165,878
|
)
|
(2)
|
(691
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Redemptions by issuer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(1,305
|
)
|
|
(8,012
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Distributions
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(2,390
|
)
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(45,762
|
)
|
|
(315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Transfers:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Into Level 3
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||||||||||
Out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Fair value
September 30, 2013
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
35
|
|
|
$
|
3,956
|
|
$
|
78
|
|
|
$
|
130,934
|
|
|
$
|
110,784
|
|
|
$
|
216,391
|
|
|
$
|
4,607
|
|
|
$
|
2,778
|
|
|
$
|
15
|
|
|
$
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Change in unrealized gains (losses) for the year included in earnings (or changes in net assets) for assets held at the end of the year
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
(1
|
)
|
|
$
|
(140
|
)
|
$
|
(396
|
)
|
|
$
|
13,212
|
|
|
$
|
7,504
|
|
|
$
|
5,354
|
|
|
$
|
1,511
|
|
|
$
|
2,778
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Results from valuation adjustments of certain private equity investments and the April 29, 2013 sale of our indirect investment in Albion Medical Holdings, Inc. (“Albion”). Since we only own a portion of these investments, our share of the net valuation adjustments and Albion sale resulted in a gain of
$28.4 million
which is included in net income attributable to RJF (after noncontrolling interests). The noncontrolling interests’ share of the net gain is approximately
$42.3 million
.
|
(2)
|
Results primarily from the April 29, 2013 sale of our indirect investment in Albion. The amount is presented gross, and therefore includes amounts pertaining to interests held by others.
|
(3)
|
Our policy is that the end of each respective quarterly reporting period determines when transfers of financial instruments between levels are recognized.
|
Year ended September 30, 2012
Level 3 assets at fair value
(in thousands)
|
|||||||||||||||||||||||||||||||||||||||
Financial assets
|
|
Financial
liabilities
|
|||||||||||||||||||||||||||||||||||||
|
Trading instruments
|
Available for sale securities
|
|
Private equity and other investments
|
|
Payables-trade
and other
|
|||||||||||||||||||||||||||||||||
|
Municipal &
provincial
obligations
|
|
Non-
agency
CMOs &
ABS
|
|
Equity
securities
|
|
Other securities
|
|
Non-
agency
CMOs
|
|
ARS –
municipals |
|
ARS -
preferred securities |
|
Private
equity
investments
|
|
Other
investments
|
|
Other
liabilities
|
||||||||||||||||||||
Fair value
September 30, 2011
|
$
|
375
|
|
|
$
|
50
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
851
|
|
|
$
|
79,524
|
|
|
$
|
116,524
|
|
|
$
|
168,785
|
|
|
$
|
2,087
|
|
|
$
|
(40
|
)
|
Total gains (losses) for the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Included in earnings
|
89
|
|
|
(3
|
)
|
|
11
|
|
|
(1,034
|
)
|
|
(691
|
)
|
|
(1,487
|
)
|
|
(75
|
)
|
|
36,098
|
|
(1)
|
296
|
|
|
(58
|
)
|
||||||||||
Included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(7,651
|
)
|
|
(1,528
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchases and contributions
|
553
|
|
|
—
|
|
|
18
|
|
|
16,268
|
|
|
—
|
|
|
56,344
|
|
|
66,915
|
|
|
162,795
|
|
(4)
|
2,276
|
|
|
—
|
|
||||||||||
Sales
|
(320
|
)
|
|
—
|
|
|
(16
|
)
|
|
(14,251
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Redemptions by issuer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,214
|
)
|
|
(71,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Distributions
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(1,710
|
)
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(30,751
|
)
|
|
(567
|
)
|
|
—
|
|
||||||||||
Transfers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Into Level 3
|
—
|
|
|
—
|
|
|
156
|
|
|
6,577
|
|
(2)
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Out of Level 3
(3)
|
(144
|
)
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Fair value
September 30, 2012
|
$
|
553
|
|
|
$
|
29
|
|
|
$
|
6
|
|
|
$
|
5,850
|
|
|
$
|
249
|
|
|
$
|
123,559
|
|
|
$
|
110,193
|
|
|
$
|
336,927
|
|
|
$
|
4,092
|
|
|
$
|
(98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Change in unrealized gains (losses) for the year included in earnings (or changes in net assets) for assets held at the end of the year
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
(5
|
)
|
|
$
|
(1,034
|
)
|
|
$
|
(691
|
)
|
|
$
|
(9,060
|
)
|
|
$
|
(1,528
|
)
|
|
$
|
36,098
|
|
(1)
|
$
|
172
|
|
|
$
|
—
|
|
(1)
|
Primarily results from valuation adjustments of certain private equity investments. Since we only own a portion of these investments, our share of the net valuation adjustments resulted in a gain of
$15.2 million
which is included in net income attributable to RJF (after noncontrolling interests). The noncontrolling interests’ share of the net valuation adjustments was a gain of approximately $
20.9 million
.
|
(2)
|
During the year ended September 30, 2012, we transferred certain non-agency CMOs and ABS securities which were previously included in Level 2, into Level 3, due to a decrease in the availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement.
|
(3)
|
The transfers out of Level 3 were a result of an increase in availability and reliability of the observable inputs utilized in the respective instruments’ fair value. Our policy is that the end of each respective quarterly reporting period determines when transfers of financial instruments between levels are recognized.
|
(4)
|
Includes private equity investments of approximately
$46 million
arising from the Morgan Keegan acquisition and
$97 million
of other investments arising from the consolidation of certain of Morgan Keegan’s private equity funds (see Note 3 for further information regarding the Morgan Keegan acquisition and the consolidation of some of the private equity funds they sponsor).
|
Year ended September 30, 2011
Level 3 assets at fair value
(in thousands)
|
|||||||||||||||||||||||||||||||||||
Financial assets
|
|
Financial
liabilities
|
|||||||||||||||||||||||||||||||||
|
Trading instruments
|
|
Available for sale securities
|
|
Private equity and other investments
|
|
Payables-trade
and other
|
||||||||||||||||||||||||||||
|
Municipal &
provincial
obligations
|
|
Non-
agency
CMOs &
ABS
|
|
Equity
securities
|
|
Non-
agency
CMOs
|
|
ARS –
municipals |
|
ARS -
preferred securities |
|
Private
equity
investments
|
|
Other
investments
|
|
Other
liabilities
|
||||||||||||||||||
Fair value
September 30, 2010
|
$
|
6,275
|
|
|
$
|
3,930
|
|
|
$
|
3,025
|
|
|
$
|
1,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161,230
|
|
|
$
|
45
|
|
|
$
|
(46
|
)
|
Total gains (losses) for the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Included in earnings
|
(397
|
)
|
|
1,318
|
|
|
(176
|
)
|
|
121
|
|
|
—
|
|
|
—
|
|
|
10,683
|
|
(1)
|
(160
|
)
|
|
6
|
|
|||||||||
Included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Purchases and contributions
|
1,050
|
|
|
12
|
|
|
688
|
|
|
—
|
|
|
73,213
|
|
|
131,255
|
|
|
14,027
|
|
|
1,932
|
|
|
—
|
|
|||||||||
Sales
|
(305
|
)
|
|
(5,210
|
)
|
|
(1,225
|
)
|
|
(436
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|||||||||
Redemptions by issuer
|
—
|
|
|
—
|
|
|
(1,125
|
)
|
|
—
|
|
|
—
|
|
|
(15,925
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,694
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Transfers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Into Level 3
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,311
|
|
|
1,194
|
|
|
—
|
|
|
461
|
|
|
—
|
|
|||||||||
Out of Level 3
(2)
|
(6,248
|
)
|
|
—
|
|
|
(1,172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(461
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Fair value
September 30, 2011
|
$
|
375
|
|
|
$
|
50
|
|
|
$
|
15
|
|
|
$
|
851
|
|
|
$
|
79,524
|
|
|
$
|
116,524
|
|
|
$
|
168,785
|
|
|
$
|
2,087
|
|
|
$
|
(40
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Change in unrealized gains (losses) for the year included in earnings (or changes in net assets) for assets held at the end of the year
|
$
|
203
|
|
|
$
|
(99
|
)
|
|
$
|
(23
|
)
|
|
$
|
(81
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
(143
|
)
|
|
$
|
—
|
|
(1)
|
Primarily results from valuation adjustments of certain private equity investments. Since we only own a portion of these investments, our share of the net valuation adjustments resulted in a gain of
$6 million
which is included in net income attributable to RJF (after noncontrolling interests). The noncontrolling interests’ share of the net valuation adjustments was a gain of approximately
$4.7 million
.
|
(2)
|
During the fiscal year 2011, ARS positions we held in trading instruments which were repurchased from clients in individual settlements prior to the June, 2011 ARS settlement were transferred into available for sale securities. In addition, certain investments held by our Canadian subsidiary were reclassified from private equity investments to other investments. In all periods presented, these positions were considered Level 3 assets in the fair value hierarchy. Our policy is that the end of each respective quarterly reporting period determines when transfers of financial instruments between levels are recognized.
|
For the year ended September 30, 2013
|
|
Net trading
profits
|
|
Other
revenues
|
||||
|
|
(in thousands)
|
||||||
Total (losses) gains included in revenues
|
|
$
|
(143
|
)
|
|
$
|
76,101
|
|
Change in unrealized (losses) gains for assets held at the end of the reporting period
|
|
$
|
(103
|
)
|
|
$
|
29,963
|
|
For the year ended September 30, 2012
|
|
Net trading
profits
|
|
Other
revenues
|
||||
|
|
(in thousands)
|
||||||
Total (losses) gains included in revenues
|
|
$
|
(937
|
)
|
|
$
|
34,083
|
|
Change in unrealized (losses) gains for assets held at the end of the reporting period
|
|
$
|
(1,030
|
)
|
|
$
|
24,991
|
|
For the year ended September 30, 2011
|
|
Net trading
profits
|
|
Other
revenues
|
||||
|
|
(in thousands)
|
||||||
Total gains included in revenues
|
|
$
|
745
|
|
|
$
|
10,650
|
|
Change in unrealized gains (losses) for assets held at the end of the reporting period
|
|
$
|
81
|
|
|
$
|
(232
|
)
|
(a)
|
Represents discount rates used when we have determined that market participants would take these discounts into account when pricing the investments.
|
(b)
|
Future interest rates are projected based upon a forward interest rate curve, 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.
|
(c)
|
Assumed year of at least a partial redemption of the outstanding security by the issuer.
|
(d)
|
Management estimates that market participants apply this range of either discount or premium, as applicable, to the limited observable trade data in order to assess the value of the securities within this portfolio segment.
|
(e)
|
Represents amounts used when we have determined that market participants would use such multiples when pricing the investments.
|
(f)
|
Represents the projected growth in earnings before interest, taxes, depreciation and amortization (“EBITDA”) utilized in the valuation as compared to the prior periods reported EBITDA.
|
(g)
|
Certain direct private equity investments are valued initially at the transaction price until either our annual 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, where any of which indicate that a change in the carrying values of these investments is appropriate.
|
(h)
|
The valuation techniques used for the impaired corporate loan portfolio as of
September 30, 2013
were appraisals less selling costs for the collateral dependent loans, and either discounted cash flows or distressed enterprise value for the remaining impaired loans that are not collateral dependent.
|
|
|
Quoted prices
in active
markets for
identical
assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Total estimated fair value
|
|
Carrying amount
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank loans, net
(1)
|
|
$
|
—
|
|
|
$
|
83,012
|
|
|
$
|
8,614,755
|
|
|
$
|
8,697,767
|
|
|
$
|
8,700,027
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank deposits
|
|
$
|
—
|
|
|
$
|
8,981,996
|
|
|
$
|
320,196
|
|
|
$
|
9,302,192
|
|
|
$
|
9,295,371
|
|
Other borrowings
|
|
$
|
—
|
|
|
$
|
84,076
|
|
|
$
|
—
|
|
|
$
|
84,076
|
|
|
$
|
84,076
|
|
Corporate debt
|
|
$
|
352,520
|
|
|
$
|
951,628
|
|
|
$
|
—
|
|
|
$
|
1,304,148
|
|
|
$
|
1,194,508
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank loans, net
(1)
|
|
$
|
—
|
|
|
$
|
80,227
|
|
|
$
|
7,803,328
|
|
|
$
|
7,883,555
|
|
|
$
|
7,816,627
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Bank deposits
|
|
$
|
—
|
|
|
$
|
8,280,834
|
|
|
$
|
329,966
|
|
|
$
|
8,610,800
|
|
|
$
|
8,599,713
|
|
Corporate debt
|
|
$
|
384,440
|
|
|
$
|
962,610
|
|
|
$
|
—
|
|
|
$
|
1,347,050
|
|
|
$
|
1,329,093
|
|
(1)
|
Excludes all impaired loans and loans held for sale which have been recorded at fair value in the Consolidated Statement of Financial Condition at
September 30, 2013
and
2012
, respectively.
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||
|
Trading
instruments
|
|
Instruments
sold but not
yet purchased
|
|
Trading
instruments
|
|
Instruments
sold but not
yet purchased
|
||||||||
|
(in thousands)
|
||||||||||||||
Municipal and provincial obligations
|
$
|
202,826
|
|
|
$
|
1,777
|
|
|
$
|
346,590
|
|
|
$
|
212
|
|
Corporate obligations
|
60,406
|
|
|
9,111
|
|
|
86,731
|
|
|
12,388
|
|
||||
Government and agency obligations
|
113,396
|
|
|
169,816
|
|
|
167,399
|
|
|
200,088
|
|
||||
Agency MBS and CMOs
|
93,149
|
|
|
3,068
|
|
|
105,169
|
|
|
556
|
|
||||
Non-agency CMOs and ABS
|
16,971
|
|
|
—
|
|
|
2,015
|
|
|
121
|
|
||||
Total debt securities
|
486,748
|
|
|
183,772
|
|
|
707,904
|
|
|
213,365
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Derivative contracts
(1)
|
28,109
|
|
|
5,641
|
|
|
51,000
|
|
|
3,102
|
|
||||
Equity securities
|
53,015
|
|
|
31,243
|
|
|
26,523
|
|
|
9,700
|
|
||||
Other securities
|
11,833
|
|
|
—
|
|
|
18,845
|
|
|
6,269
|
|
||||
Total
|
$
|
579,705
|
|
|
$
|
220,656
|
|
|
$
|
804,272
|
|
|
$
|
232,436
|
|
(1)
|
Represents the derivative contracts held for trading purposes. These balances do not include all derivative instruments since the derivative instruments associated with offsetting matched book positions are included on their own line item on our Consolidated Statements of Financial Condition. See Note 18 for further information regarding all of our derivative transactions.
|
|
Cost basis
|
|
Gross
unrealized gains
|
|
Gross
unrealized losses
|
|
Fair value
|
||||||||
|
(in thousands)
|
||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
Agency MBS and CMOs
|
$
|
326,858
|
|
|
$
|
707
|
|
|
$
|
(1,536
|
)
|
|
$
|
326,029
|
|
Non-agency CMOs
(1)
|
142,169
|
|
|
4
|
|
|
(13,152
|
)
|
|
129,021
|
|
||||
Other securities
|
1,575
|
|
|
501
|
|
|
—
|
|
|
2,076
|
|
||||
Total RJ Bank available for sale securities
|
470,602
|
|
|
1,212
|
|
|
(14,688
|
)
|
|
457,126
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Auction rate securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal obligations
|
125,371
|
|
|
6,831
|
|
|
(1,268
|
)
|
|
130,934
|
|
||||
Preferred securities
|
104,808
|
|
|
5,976
|
|
|
—
|
|
|
110,784
|
|
||||
Total auction rate securities
|
230,179
|
|
|
12,807
|
|
|
(1,268
|
)
|
|
241,718
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available for sale securities
|
$
|
700,781
|
|
|
$
|
14,019
|
|
|
$
|
(15,956
|
)
|
|
$
|
698,844
|
|
|
|
|
|
|
|
|
|
||||||||
September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Agency MBS and CMOs
|
$
|
350,568
|
|
|
$
|
1,938
|
|
|
$
|
(203
|
)
|
|
$
|
352,303
|
|
Non-agency CMOs
(2)
|
166,339
|
|
|
23
|
|
|
(18,555
|
)
|
|
147,807
|
|
||||
Total RJ Bank available for sale securities
|
516,907
|
|
|
1,961
|
|
|
(18,758
|
)
|
|
500,110
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Auction rate securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal obligations
(3)
|
131,208
|
|
|
870
|
|
|
(8,519
|
)
|
|
123,559
|
|
||||
Preferred securities
(4)
|
111,721
|
|
|
232
|
|
|
(1,760
|
)
|
|
110,193
|
|
||||
Total auction rate securities
|
242,929
|
|
|
1,102
|
|
|
(10,279
|
)
|
|
233,752
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other securities
|
3
|
|
|
9
|
|
|
—
|
|
|
12
|
|
||||
Total available for sale securities
|
$
|
759,839
|
|
|
$
|
3,072
|
|
|
$
|
(29,037
|
)
|
|
$
|
733,874
|
|
|
|
|
|
|
|
|
|
||||||||
September 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Agency MBS and CMOs
|
$
|
178,120
|
|
|
$
|
639
|
|
|
$
|
(27
|
)
|
|
$
|
178,732
|
|
Non-agency CMOs
(5)
|
192,956
|
|
|
—
|
|
|
(47,081
|
)
|
|
145,875
|
|
||||
Total RJ Bank available for sale securities
|
371,076
|
|
|
639
|
|
|
(47,108
|
)
|
|
324,607
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Auction rate securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal obligations
|
79,524
|
|
|
—
|
|
|
—
|
|
|
79,524
|
|
||||
Preferred securities
|
116,524
|
|
|
—
|
|
|
—
|
|
|
116,524
|
|
||||
Total auction rate securities
|
196,048
|
|
|
—
|
|
|
—
|
|
|
196,048
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other securities
|
3
|
|
|
7
|
|
|
—
|
|
|
10
|
|
||||
Total available for sale securities
|
$
|
567,127
|
|
|
$
|
646
|
|
|
$
|
(47,108
|
)
|
|
$
|
520,665
|
|
(1)
|
As of
September 30, 2013
, the non-credit portion of OTTI recorded in AOCI was
$11.1 million
(before taxes).
|
(2)
|
As of
September 30, 2012
, the non-credit portion of OTTI recorded in AOCI was
$15.5 million
(before taxes).
|
(3)
|
As of
September 30, 2012
, the non-credit portion of OTTI recorded in AOCI was
$7.6 million
(before taxes).
|
(4)
|
As of
September 30, 2012
, the non-credit portion of OTTI recorded in AOCI was
$1.5 million
(before taxes).
|
(5)
|
As of
September 30, 2011
, the non-credit portion of OTTI recorded in AOCI was
$37.9 million
(before taxes).
|
|
September 30, 2013
|
||||||||||||||||||
|
Within one year
|
|
After one but
within five
years
|
|
After five but
within ten
years
|
|
After ten years
|
|
Total
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
Agency MBS & CMOs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
—
|
|
|
$
|
12,947
|
|
|
$
|
55,761
|
|
|
$
|
258,150
|
|
|
$
|
326,858
|
|
Carrying value
|
—
|
|
|
12,976
|
|
|
55,872
|
|
|
257,181
|
|
|
326,029
|
|
|||||
Weighted-average yield
|
—
|
|
|
0.29
|
%
|
|
0.39
|
%
|
|
1.11
|
%
|
|
0.95
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-agency CMOs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortized cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,169
|
|
|
$
|
142,169
|
|
Carrying value
|
—
|
|
|
—
|
|
|
—
|
|
|
129,021
|
|
|
129,021
|
|
|||||
Weighted-average yield
|
—
|
|
|
—
|
|
|
—
|
|
|
2.68
|
%
|
|
2.68
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,575
|
|
|
$
|
1,575
|
|
Carrying value
|
—
|
|
|
—
|
|
|
—
|
|
|
2,076
|
|
|
2,076
|
|
|||||
Weighted-average yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Sub-total agency MBS & CMOs, non-agency CMOs and other securities:
|
|
|
|
|
|
|
|||||||||||||
Amortized cost
|
$
|
—
|
|
|
$
|
12,947
|
|
|
$
|
55,761
|
|
|
$
|
401,894
|
|
|
$
|
470,602
|
|
Carrying value
|
—
|
|
|
12,976
|
|
|
55,872
|
|
|
388,278
|
|
|
457,126
|
|
|||||
Weighted-average yield
|
—
|
|
|
0.29
|
%
|
|
0.39
|
%
|
|
1.63
|
%
|
|
1.44
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Auction rate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Municipal obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortized cost
|
$
|
—
|
|
|
$
|
2,010
|
|
|
$
|
1,853
|
|
|
$
|
121,508
|
|
|
$
|
125,371
|
|
Carrying value
|
—
|
|
|
2,014
|
|
|
1,877
|
|
|
127,043
|
|
|
130,934
|
|
|||||
Weighted-average yield
|
—
|
|
|
0.22
|
%
|
|
0.31
|
%
|
|
0.51
|
%
|
|
0.50
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortized cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104,808
|
|
|
$
|
104,808
|
|
Carrying value
|
—
|
|
|
—
|
|
|
—
|
|
|
110,784
|
|
|
110,784
|
|
|||||
Weighted-average yield
|
—
|
|
|
—
|
|
|
—
|
|
|
0.23
|
%
|
|
0.23
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Sub-total auction rate securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortized cost
|
$
|
—
|
|
|
$
|
2,010
|
|
|
$
|
1,853
|
|
|
$
|
226,316
|
|
|
$
|
230,179
|
|
Carrying value
|
—
|
|
|
2,014
|
|
|
1,877
|
|
|
237,827
|
|
|
241,718
|
|
|||||
Weighted-average yield
|
—
|
|
|
0.22
|
%
|
|
0.31
|
%
|
|
0.38
|
%
|
|
0.38
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortized cost
|
$
|
—
|
|
|
$
|
14,957
|
|
|
$
|
57,614
|
|
|
$
|
628,210
|
|
|
$
|
700,781
|
|
Carrying value
|
—
|
|
|
14,990
|
|
|
57,749
|
|
|
626,105
|
|
|
698,844
|
|
|||||
Weighted-average yield
|
—
|
|
|
0.28
|
%
|
|
0.39
|
%
|
|
1.16
|
%
|
|
1.07
|
%
|
|
September 30, 2013
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Estimated
fair value
|
|
Unrealized
losses
|
|
Estimated
fair value
|
|
Unrealized
losses
|
|
Estimated
fair value
|
|
Unrealized
losses
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Agency MBS and CMOs
|
$
|
157,580
|
|
|
$
|
(1,150
|
)
|
|
$
|
22,940
|
|
|
$
|
(386
|
)
|
|
$
|
180,520
|
|
|
$
|
(1,536
|
)
|
Non-agency CMOs
|
4,906
|
|
|
(556
|
)
|
|
123,139
|
|
|
(12,596
|
)
|
|
128,045
|
|
|
(13,152
|
)
|
||||||
ARS municipal obligations
|
771
|
|
|
(100
|
)
|
|
19,747
|
|
|
(1,168
|
)
|
|
20,518
|
|
|
(1,268
|
)
|
||||||
Total
|
$
|
163,257
|
|
|
$
|
(1,806
|
)
|
|
$
|
165,826
|
|
|
$
|
(14,150
|
)
|
|
$
|
329,083
|
|
|
$
|
(15,956
|
)
|
|
September 30, 2012
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Estimated
fair value
|
|
Unrealized
losses
|
|
Estimated
fair value
|
|
Unrealized
losses
|
|
Estimated
fair value
|
|
Unrealized
losses
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Agency MBS and CMOs
|
$
|
43,792
|
|
|
$
|
(193
|
)
|
|
$
|
4,362
|
|
|
$
|
(10
|
)
|
|
$
|
48,154
|
|
|
$
|
(203
|
)
|
Non-agency CMOs
|
—
|
|
|
—
|
|
|
146,591
|
|
|
(18,555
|
)
|
|
146,591
|
|
|
(18,555
|
)
|
||||||
ARS municipal obligations
|
98,497
|
|
|
(8,519
|
)
|
|
—
|
|
|
—
|
|
|
98,497
|
|
|
(8,519
|
)
|
||||||
ARS preferred securities
|
80,244
|
|
|
(1,760
|
)
|
|
—
|
|
|
—
|
|
|
80,244
|
|
|
(1,760
|
)
|
||||||
Total
|
$
|
222,533
|
|
|
$
|
(10,472
|
)
|
|
$
|
150,953
|
|
|
$
|
(18,565
|
)
|
|
$
|
373,486
|
|
|
$
|
(29,037
|
)
|
(1)
|
Represents the expected activity for the next twelve months.
|
|
|
Year ended September 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
|||||||||||
Amount related to credit losses on securities we held at the beginning of the year
|
|
$
|
27,581
|
|
|
$
|
22,306
|
|
|
$
|
18,816
|
|
Additions to the amount related to credit loss for which an OTTI was not previously recognized
|
|
—
|
|
|
1,409
|
|
|
240
|
|
|||
Decreases to the amount related to credit loss for securities sold during the year
|
|
—
|
|
|
—
|
|
|
(6,744
|
)
|
|||
Additional increases to the amount related to credit loss for which an OTTI was previously recognized
|
|
636
|
|
|
3,866
|
|
|
9,994
|
|
|||
Amount related to credit losses on securities we held at the end of the year
|
|
$
|
28,217
|
|
|
$
|
27,581
|
|
|
$
|
22,306
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Brokerage client receivables
|
$
|
1,983,402
|
|
|
$
|
2,067,207
|
|
Allowance for doubtful accounts
|
(62
|
)
|
|
(90
|
)
|
||
Brokerage client receivables, net
|
$
|
1,983,340
|
|
|
$
|
2,067,117
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Brokerage client payables:
|
(in thousands)
|
||||||
Interest bearing
|
$
|
5,457,107
|
|
|
$
|
4,299,640
|
|
Non-interest bearing
|
485,736
|
|
|
285,016
|
|
||
Total brokerage client payables
|
$
|
5,942,843
|
|
|
$
|
4,584,656
|
|
|
September 30, 2013
|
|
September 30, 2012
|
|
September 30, 2011
|
|||||||||||||||
|
Balance
|
|
%
|
|
Balance
|
|
%
|
|
Balance
|
|
%
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
Loans held for sale, net
(1)
|
$
|
110,292
|
|
|
1
|
%
|
|
$
|
160,515
|
|
|
2
|
%
|
|
$
|
102,236
|
|
|
2
|
%
|
Loans held for investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
C&I loans
|
4,439,668
|
|
|
50
|
%
|
|
4,553,061
|
|
|
55
|
%
|
|
3,987,122
|
|
|
59
|
%
|
|||
CRE construction loans
|
38,964
|
|
|
—
|
|
|
26,360
|
|
|
1
|
%
|
|
29,087
|
|
|
—
|
|
|||
CRE loans
|
1,075,986
|
|
|
12
|
%
|
|
828,414
|
|
|
10
|
%
|
|
742,889
|
|
|
11
|
%
|
|||
Residential mortgage loans
|
1,743,787
|
|
|
20
|
%
|
|
1,690,465
|
|
|
21
|
%
|
|
1,754,925
|
|
|
26
|
%
|
|||
Consumer loans
|
554,210
|
|
|
6
|
%
|
|
350,770
|
|
|
4
|
%
|
|
7,438
|
|
|
—
|
|
|||
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
C&I loans
|
806,337
|
|
|
9
|
%
|
|
465,770
|
|
|
6
|
%
|
|
113,817
|
|
|
2
|
%
|
|||
CRE construction loans
|
21,876
|
|
|
—
|
|
|
23,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
CRE loans
|
207,060
|
|
|
2
|
%
|
|
108,036
|
|
|
1
|
%
|
|
—
|
|
|
—
|
|
|||
Residential mortgage loans
|
1,863
|
|
|
—
|
|
|
1,521
|
|
|
—
|
|
|
1,561
|
|
|
—
|
|
|||
Consumer loans
|
1,595
|
|
|
—
|
|
|
1,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total loans held for investment
|
8,891,346
|
|
|
|
|
|
8,049,236
|
|
|
|
|
|
6,636,839
|
|
|
|
|
|||
Net unearned income and deferred expenses
|
(43,936
|
)
|
|
|
|
|
(70,698
|
)
|
|
|
|
|
(45,417
|
)
|
|
|
|
|||
Total loans held for investment, net
(1)
|
8,847,410
|
|
|
|
|
|
7,978,538
|
|
|
|
|
|
6,591,422
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total loans held for sale and investment
|
8,957,702
|
|
|
100
|
%
|
|
8,139,053
|
|
|
100
|
%
|
|
6,693,658
|
|
|
100
|
%
|
|||
Allowance for loan losses
|
(136,501
|
)
|
|
|
|
|
(147,541
|
)
|
|
|
|
|
(145,744
|
)
|
|
|
||||
Bank loans, net
|
$
|
8,821,201
|
|
|
|
|
|
$
|
7,991,512
|
|
|
|
|
|
$
|
6,547,914
|
|
|
|
|
September 30, 2010
|
|
September 30, 2009
|
||||||||||
|
Balance
|
|
%
|
|
Balance
|
|
%
|
||||||
|
($ in thousands)
|
||||||||||||
Loans held for sale, net
(1)
|
6,114
|
|
|
—
|
|
|
$
|
40,484
|
|
|
1
|
%
|
|
Loans held for investment:
|
|
|
|
|
|
|
|
|
|
|
|||
Domestic:
|
|
|
|
|
|
|
|
||||||
C&I loans
|
3,173,093
|
|
|
51
|
%
|
|
3,030,575
|
|
|
45
|
%
|
||
CRE construction loans
|
65,512
|
|
|
1
|
%
|
|
163,951
|
|
|
2
|
%
|
||
CRE loans
|
937,669
|
|
|
15
|
%
|
|
1,080,160
|
|
|
16
|
%
|
||
Residential mortgage loans
|
2,013,681
|
|
|
32
|
%
|
|
2,395,080
|
|
|
35
|
%
|
||
Consumer loans
|
23,940
|
|
|
—
|
|
|
22,816
|
|
|
—
|
|
||
Foreign:
|
|
|
|
|
|
|
|
||||||
C&I loans
|
59,630
|
|
|
1
|
%
|
|
49,341
|
|
|
1
|
%
|
||
Residential mortgage loans
|
1,650
|
|
|
—
|
|
|
1,915
|
|
|
—
|
|
||
Total loans held for investment
|
6,275,175
|
|
|
|
|
|
6,743,838
|
|
|
|
|
||
Net unearned income and deferred expenses
|
(39,276
|
)
|
|
|
|
|
(40,077
|
)
|
|
|
|
||
Total loans held for investment, net
(1)
|
6,235,899
|
|
|
|
|
|
6,703,761
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||
Total loans held for sale and investment
|
6,242,013
|
|
|
100
|
%
|
|
6,744,245
|
|
|
100
|
%
|
||
Allowance for loan losses
|
(147,084
|
)
|
|
|
|
|
(150,272
|
)
|
|
|
|
||
Bank loans, net
|
$
|
6,094,929
|
|
|
|
|
|
$
|
6,593,973
|
|
|
|
|
(1)
|
Net of unearned income and deferred expenses, which includes purchase premiums, purchase discounts, and net deferred origination fees and costs.
|
|
|
Year ended September 30,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
Sales
|
||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
C&I loans
|
|
$
|
358,309
|
|
|
$
|
176,186
|
|
|
$
|
470,859
|
|
(1)
|
$
|
85,090
|
|
|
$
|
156,475
|
|
|
$
|
57,209
|
|
CRE construction loans
|
|
—
|
|
|
—
|
|
|
31,074
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
||||||
CRE loans
|
|
5,048
|
|
|
—
|
|
|
121,245
|
|
(1)
|
—
|
|
|
2,630
|
|
|
—
|
|
||||||
Residential mortgage loans
|
|
26,618
|
|
|
—
|
|
|
38,220
|
|
|
—
|
|
|
91,745
|
|
|
—
|
|
||||||
Consumer loans
|
|
—
|
|
|
—
|
|
|
185,026
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
389,975
|
|
|
$
|
176,186
|
|
|
$
|
846,424
|
|
|
$
|
85,090
|
|
|
$
|
250,850
|
|
|
$
|
57,209
|
|
(1)
|
Includes a total of
$367 million
for a Canadian loan portfolio purchased during the year ended September 30, 2012, which was comprised of
$219 million
C&I,
$31 million
of CRE construction and
$117 million
of CRE loans.
|
(2)
|
Represents loans primarily secured by the borrower’s marketable securities.
|
|
As of September 30,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
Nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I loans
|
$
|
89
|
|
|
$
|
19,517
|
|
|
$
|
25,685
|
|
|
$
|
—
|
|
|
$
|
—
|
|
CRE loans
|
25,512
|
|
|
8,404
|
|
|
15,842
|
|
|
67,071
|
|
|
73,961
|
|
|||||
Residential mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First mortgage loans
|
75,889
|
|
|
78,372
|
|
|
90,992
|
|
|
80,754
|
|
|
54,986
|
|
|||||
Home equity loans/lines
|
468
|
|
|
367
|
|
|
67
|
|
|
71
|
|
|
111
|
|
|||||
Total nonaccrual loans
|
101,958
|
|
|
106,660
|
|
|
132,586
|
|
|
147,896
|
|
|
129,058
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accruing loans which are 90 days past due:
|
|
|
|
|
|
|
|||||||||||||
CRE loans
|
—
|
|
|
—
|
|
|
—
|
|
|
830
|
|
|
12,461
|
|
|||||
Residential mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
First mortgage loans
|
—
|
|
|
—
|
|
|
690
|
|
|
5,098
|
|
|
16,863
|
|
|||||
Home equity loans/lines
|
—
|
|
|
—
|
|
|
47
|
|
|
159
|
|
|
—
|
|
|||||
Total accruing loans which are 90 days past due
|
—
|
|
|
—
|
|
|
737
|
|
|
6,087
|
|
|
29,324
|
|
|||||
Total nonperforming loans
|
101,958
|
|
|
106,660
|
|
|
133,323
|
|
|
153,983
|
|
|
158,382
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate owned and other repossessed assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CRE
|
—
|
|
|
4,902
|
|
|
7,707
|
|
|
19,486
|
|
|
4,646
|
|
|||||
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First mortgage
|
2,434
|
|
|
3,316
|
|
|
6,852
|
|
|
8,439
|
|
|
4,045
|
|
|||||
Home equity
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
2,434
|
|
|
8,218
|
|
|
14,572
|
|
|
27,925
|
|
|
8,691
|
|
|||||
Total nonperforming assets, net
|
$
|
104,392
|
|
|
$
|
114,878
|
|
|
$
|
147,895
|
|
|
$
|
181,908
|
|
|
$
|
167,073
|
|
Total nonperforming assets, net as a % of RJ Bank total assets
|
0.99
|
%
|
|
1.18
|
%
|
|
1.64
|
%
|
|
2.48
|
%
|
|
2.10
|
%
|
|
30-59
days
|
|
60-89
days
|
|
90 days
or more
|
|
Total
past due
|
|
Current
(1)
|
|
Total loans held for
investment
(2)
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
As of September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I loans
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
5,245,870
|
|
|
$
|
5,246,005
|
|
CRE construction loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,840
|
|
|
60,840
|
|
||||||
CRE loans
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|
1,283,029
|
|
|
1,283,046
|
|
||||||
Residential mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First mortgage loans
|
4,756
|
|
|
2,068
|
|
|
43,004
|
|
|
49,828
|
|
|
1,673,619
|
|
|
1,723,447
|
|
||||||
Home equity loans/lines
|
—
|
|
|
—
|
|
|
372
|
|
|
372
|
|
|
21,831
|
|
|
22,203
|
|
||||||
Consumer loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
555,805
|
|
|
555,805
|
|
||||||
Total loans held for investment, net
|
$
|
4,891
|
|
|
$
|
2,068
|
|
|
$
|
43,393
|
|
|
$
|
50,352
|
|
|
$
|
8,840,994
|
|
|
$
|
8,891,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I loans
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
222
|
|
|
$
|
5,018,609
|
|
|
$
|
5,018,831
|
|
CRE construction loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,474
|
|
|
49,474
|
|
||||||
CRE loans
|
—
|
|
|
—
|
|
|
4,960
|
|
|
4,960
|
|
|
931,490
|
|
|
936,450
|
|
||||||
Residential mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First mortgage loans
|
7,239
|
|
|
3,037
|
|
|
49,476
|
|
|
59,752
|
|
|
1,607,156
|
|
|
1,666,908
|
|
||||||
Home equity loans/lines
|
88
|
|
|
250
|
|
|
—
|
|
|
338
|
|
|
24,740
|
|
|
25,078
|
|
||||||
Consumer loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352,495
|
|
|
352,495
|
|
||||||
Total loans held for investment, net
|
$
|
7,549
|
|
|
$
|
3,287
|
|
|
$
|
54,436
|
|
|
$
|
65,272
|
|
|
$
|
7,983,964
|
|
|
$
|
8,049,236
|
|
(1)
|
Includes
$55.5 million
and
$48.6 million
of nonaccrual loans at
September 30, 2013
and
2012
, respectively, which are performing pursuant to their contractual terms.
|
(2)
|
Excludes any net unearned income and deferred expenses.
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||||||||||
|
Gross
recorded
investment
|
|
Unpaid
principal
balance
|
|
Allowance
for losses
|
|
Gross
recorded
investment
|
|
Unpaid
principal
balance
|
|
Allowance
for losses
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Impaired loans with allowance for loan losses:
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
C&I loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,517
|
|
|
$
|
30,314
|
|
|
$
|
5,232
|
|
CRE loans
|
17
|
|
|
26
|
|
|
1
|
|
|
18
|
|
|
26
|
|
|
1
|
|
||||||
Residential mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First mortgage loans
|
52,624
|
|
|
77,240
|
|
|
6,646
|
|
|
70,985
|
|
|
106,384
|
|
|
9,214
|
|
||||||
Home equity loans/lines
|
36
|
|
|
74
|
|
|
4
|
|
|
128
|
|
|
128
|
|
|
42
|
|
||||||
Total
|
52,677
|
|
|
77,340
|
|
|
6,651
|
|
|
90,648
|
|
|
136,852
|
|
|
14,489
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impaired loans without allowance for loan losses:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
C&I loans
|
89
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
CRE loans
|
25,495
|
|
|
45,229
|
|
|
—
|
|
|
8,386
|
|
|
18,440
|
|
|
—
|
|
||||||
Residential - first mortgage loans
|
21,445
|
|
|
32,617
|
|
|
—
|
|
|
9,247
|
|
|
15,354
|
|
|
—
|
|
||||||
Total
|
47,029
|
|
|
77,940
|
|
|
—
|
|
|
17,633
|
|
|
33,794
|
|
|
—
|
|
||||||
Total impaired loans
|
$
|
99,706
|
|
|
$
|
155,280
|
|
|
$
|
6,651
|
|
|
$
|
108,281
|
|
|
$
|
170,646
|
|
|
$
|
14,489
|
|
(1)
|
Impaired loan balances have had reserves established based upon management’s analysis.
|
(2)
|
When the discounted cash flow, collateral value or market value equals or exceeds the carrying value of the loan, then the loan does not require an allowance. These are generally loans in process of foreclosure that have already been adjusted to fair value.
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Average impaired loan balance:
|
|
|
|
|
|
||||||
C&I loans
|
$
|
15,398
|
|
|
$
|
10,196
|
|
|
$
|
8,673
|
|
CRE loans
|
13,352
|
|
|
11,902
|
|
|
38,542
|
|
|||
Residential mortgage loans:
|
|
|
|
|
|
|
|
|
|||
First mortgage loans
|
77,511
|
|
|
86,854
|
|
|
85,863
|
|
|||
Home equity loans/lines
|
93
|
|
|
138
|
|
|
142
|
|
|||
Total
|
$
|
106,354
|
|
|
$
|
109,090
|
|
|
$
|
133,220
|
|
|
|
|
|
|
|
||||||
Interest income recognized:
|
|
|
|
|
|
|
|
|
|||
Residential mortgage loans:
|
|
|
|
|
|
|
|
|
|||
First mortgage loans
|
$
|
1,644
|
|
|
$
|
1,397
|
|
|
$
|
955
|
|
Home equity loans/lines
|
—
|
|
|
4
|
|
|
5
|
|
|||
Total
|
$
|
1,644
|
|
|
$
|
1,401
|
|
|
$
|
960
|
|
|
Number of
contracts
|
|
Pre-modification
outstanding
recorded
investment
|
|
Post-modification
outstanding
recorded
investment
|
|||||
|
($ in thousands)
|
|||||||||
Year ended September 30, 2013:
|
|
|
|
|
|
|
|
|
||
Residential – first mortgage loans
|
56
|
|
|
$
|
13,270
|
|
|
$
|
13,551
|
|
|
|
|
|
|
|
|||||
Year ended September 30, 2012:
|
|
|
|
|
|
|
|
|
||
Residential – first mortgage loans
|
20
|
|
|
$
|
5,875
|
|
|
$
|
6,283
|
|
|
|
|
|
|
|
|||||
Year ended September 30, 2011:
|
|
|
|
|
|
|||||
C&I loans
|
1
|
|
|
$
|
12,450
|
|
|
$
|
12,034
|
|
CRE loans
|
1
|
|
|
9,226
|
|
|
9,226
|
|
||
Residential – first mortgage loans
|
25
|
|
|
8,027
|
|
|
8,457
|
|
||
Total
|
27
|
|
|
$
|
29,703
|
|
|
$
|
29,717
|
|
|
|
|
|
|
|
|
Residential mortgage
|
|
|
|
|
||||||||||||||||
|
C&I
|
|
CRE
construction
|
|
CRE
|
|
First
mortgage
|
|
Home
equity
|
|
Consumer
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
5,012,786
|
|
|
$
|
60,840
|
|
|
$
|
1,257,130
|
|
|
$
|
1,627,090
|
|
|
$
|
21,582
|
|
|
$
|
555,805
|
|
|
$
|
8,535,233
|
|
Special mention
(1)
|
139,159
|
|
|
—
|
|
|
195
|
|
|
18,912
|
|
|
150
|
|
|
—
|
|
|
158,416
|
|
|||||||
Substandard
(1)
|
94,060
|
|
|
—
|
|
|
23,524
|
|
|
77,446
|
|
|
470
|
|
|
—
|
|
|
195,500
|
|
|||||||
Doubtful
(1)
|
—
|
|
|
—
|
|
|
2,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,197
|
|
|||||||
Total
|
$
|
5,246,005
|
|
|
$
|
60,840
|
|
|
$
|
1,283,046
|
|
|
$
|
1,723,448
|
|
|
$
|
22,202
|
|
|
$
|
555,805
|
|
|
$
|
8,891,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pass
|
$
|
4,777,738
|
|
|
$
|
49,474
|
|
|
$
|
806,427
|
|
|
$
|
1,564,257
|
|
|
$
|
24,505
|
|
|
$
|
352,495
|
|
|
$
|
7,574,896
|
|
Special mention
(1)
|
179,044
|
|
|
—
|
|
|
59,001
|
|
|
22,606
|
|
|
206
|
|
|
—
|
|
|
260,857
|
|
|||||||
Substandard
(1)
|
60,323
|
|
|
—
|
|
|
67,578
|
|
|
80,045
|
|
|
367
|
|
|
—
|
|
|
208,313
|
|
|||||||
Doubtful
(1)
|
1,726
|
|
|
—
|
|
|
3,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,170
|
|
|||||||
Total
|
$
|
5,018,831
|
|
|
$
|
49,474
|
|
|
$
|
936,450
|
|
|
$
|
1,666,908
|
|
|
$
|
25,078
|
|
|
$
|
352,495
|
|
|
$
|
8,049,236
|
|
(1)
|
Loans classified as special mention, substandard or doubtful are all considered to be “criticized” loans.
|
|
Balance
(1)
|
||
|
(in thousands)
|
||
LTV range:
|
|
||
LTV less than 50%
|
$
|
380,480
|
|
LTV greater than 50% but less than 80%
|
670,647
|
|
|
LTV greater than 80% but less than 100%
|
276,525
|
|
|
LTV greater than 100%, but less than 120%
|
83,970
|
|
|
LTV greater than 120% but less than 140%
|
20,469
|
|
|
LTV greater than 140%
|
4,070
|
|
|
Total
|
$
|
1,436,161
|
|
(1)
|
Excludes loans that have full repurchase recourse for any delinquent loans.
|
|
|
|
Loans held for investment
|
|
|
||||||||||||||||||||||
|
Loans held
for sale
|
|
C&I
|
|
CRE
construction
|
|
CRE
|
|
Residential
mortgage
|
|
Consumer
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Year ended September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year:
|
$
|
—
|
|
|
$
|
92,409
|
|
|
$
|
739
|
|
|
$
|
27,546
|
|
|
$
|
26,138
|
|
|
$
|
709
|
|
|
$
|
147,541
|
|
(Benefit) provision for loan losses
|
—
|
|
|
4,505
|
|
|
273
|
|
|
(301
|
)
|
|
(2,540
|
)
|
|
628
|
|
|
2,565
|
|
|||||||
Net charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Charge-offs
|
—
|
|
|
(813
|
)
|
|
—
|
|
|
(9,599
|
)
|
|
(6,771
|
)
|
|
(254
|
)
|
|
(17,437
|
)
|
|||||||
Recoveries
|
—
|
|
|
117
|
|
|
—
|
|
|
1,680
|
|
|
2,299
|
|
|
32
|
|
|
4,128
|
|
|||||||
Net charge-offs
|
—
|
|
|
(696
|
)
|
|
—
|
|
|
(7,919
|
)
|
|
(4,472
|
)
|
|
(222
|
)
|
|
(13,309
|
)
|
|||||||
Foreign exchange translation adjustment
|
—
|
|
|
(224
|
)
|
|
(12
|
)
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(296
|
)
|
|||||||
Balance at September 30, 2013
|
$
|
—
|
|
|
95,994
|
|
|
1,000
|
|
|
19,266
|
|
|
19,126
|
|
|
1,115
|
|
|
136,501
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Year ended September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year:
|
$
|
5
|
|
|
$
|
81,267
|
|
|
$
|
490
|
|
|
$
|
30,752
|
|
|
$
|
33,210
|
|
|
$
|
20
|
|
|
$
|
145,744
|
|
(Benefit) provision for loan losses
|
(5
|
)
|
|
21,543
|
|
|
242
|
|
|
(2,305
|
)
|
|
5,655
|
|
|
764
|
|
|
25,894
|
|
|||||||
Net charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
—
|
|
|
(10,486
|
)
|
|
—
|
|
|
(2,000
|
)
|
|
(15,270
|
)
|
|
(96
|
)
|
|
(27,852
|
)
|
|||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
1,074
|
|
|
2,543
|
|
|
21
|
|
|
3,638
|
|
|||||||
Net charge-offs
|
—
|
|
|
(10,486
|
)
|
|
—
|
|
|
(926
|
)
|
|
(12,727
|
)
|
|
(75
|
)
|
|
(24,214
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
85
|
|
|
7
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|||||||
Balance at September 30, 2012
|
$
|
—
|
|
|
$
|
92,409
|
|
|
$
|
739
|
|
|
$
|
27,546
|
|
|
$
|
26,138
|
|
|
$
|
709
|
|
|
$
|
147,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Year ended September 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year:
|
$
|
23
|
|
|
$
|
60,464
|
|
|
$
|
4,473
|
|
|
$
|
47,771
|
|
|
$
|
34,297
|
|
|
$
|
56
|
|
|
$
|
147,084
|
|
(Benefit) provision for loan losses
|
(18
|
)
|
|
21,261
|
|
|
(3,983
|
)
|
|
(3,485
|
)
|
|
19,670
|
|
|
210
|
|
|
33,655
|
|
|||||||
Net charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
—
|
|
|
(458
|
)
|
|
—
|
|
|
(15,204
|
)
|
|
(22,501
|
)
|
|
(255
|
)
|
|
(38,418
|
)
|
|||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
1,670
|
|
|
1,744
|
|
|
9
|
|
|
3,423
|
|
|||||||
Net charge-offs
|
—
|
|
|
(458
|
)
|
|
—
|
|
|
(13,534
|
)
|
|
(20,757
|
)
|
|
(246
|
)
|
|
(34,995
|
)
|
|||||||
Balance at September 30, 2011
|
$
|
5
|
|
|
$
|
81,267
|
|
|
$
|
490
|
|
|
$
|
30,752
|
|
|
$
|
33,210
|
|
|
$
|
20
|
|
|
$
|
145,744
|
|
|
|
Loans held for investment
|
|
|
||||||||||||||||||||
|
|
C&I
|
|
CRE
construction
|
|
CRE
|
|
Residential
mortgage
|
|
Consumer
|
|
Total
|
||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||
September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2,379
|
|
|
$
|
—
|
|
|
$
|
2,380
|
|
Collectively evaluated for impairment
|
|
95,994
|
|
|
1,000
|
|
|
19,265
|
|
|
16,747
|
|
|
1,115
|
|
|
134,121
|
|
||||||
Total allowance for loan losses
|
|
$
|
95,994
|
|
|
$
|
1,000
|
|
|
$
|
19,266
|
|
|
$
|
19,126
|
|
|
$
|
1,115
|
|
|
$
|
136,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Recorded investment:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
25,512
|
|
|
$
|
36,648
|
|
|
$
|
—
|
|
|
$
|
62,249
|
|
Collectively evaluated for impairment
|
|
5,245,916
|
|
|
60,840
|
|
|
1,257,534
|
|
|
1,709,002
|
|
|
555,805
|
|
|
8,829,097
|
|
||||||
Total recorded investment
|
|
$
|
5,246,005
|
|
|
$
|
60,840
|
|
|
$
|
1,283,046
|
|
|
$
|
1,745,650
|
|
|
$
|
555,805
|
|
|
$
|
8,891,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
5,232
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
3,157
|
|
|
$
|
—
|
|
|
$
|
8,390
|
|
Collectively evaluated for impairment
|
|
87,177
|
|
|
739
|
|
|
27,545
|
|
|
22,981
|
|
|
709
|
|
|
139,151
|
|
||||||
Total allowance for loan losses
|
|
$
|
92,409
|
|
|
$
|
739
|
|
|
$
|
27,546
|
|
|
$
|
26,138
|
|
|
$
|
709
|
|
|
$
|
147,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Recorded investment:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
19,517
|
|
|
$
|
—
|
|
|
$
|
8,404
|
|
|
$
|
26,851
|
|
|
$
|
—
|
|
|
$
|
54,772
|
|
Collectively evaluated for impairment
|
|
4,999,314
|
|
|
49,474
|
|
|
928,046
|
|
|
1,665,135
|
|
|
352,495
|
|
|
7,994,464
|
|
||||||
Total recorded investment
|
|
$
|
5,018,831
|
|
|
$
|
49,474
|
|
|
$
|
936,450
|
|
|
$
|
1,691,986
|
|
|
$
|
352,495
|
|
|
$
|
8,049,236
|
|
(1)
|
Excludes any net unearned income and deferred expenses.
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Investments in company-owned life insurance
(1)
|
$
|
244,921
|
|
|
$
|
188,631
|
|
Investment in FHLB stock
|
12,125
|
|
|
13,192
|
|
||
Investment in FRB stock
|
21,300
|
|
|
21,300
|
|
||
Prepaid expenses
|
77,765
|
|
|
97,033
|
|
||
Low-income housing tax credit fund financing asset
(2)
|
33,670
|
|
|
41,588
|
|
||
Indemnification asset
(3)
|
171,135
|
|
|
197,898
|
|
||
Other assets
|
50,509
|
|
|
45,924
|
|
||
Prepaid expenses and other assets
|
$
|
611,425
|
|
|
$
|
605,566
|
|
(1)
|
As of
September 30, 2013
, we own life insurance policies with a cumulative face value of
$785.1 million
.
|
(2)
|
In a prior year, we sold an investment in a low-income housing tax credit fund and we guaranteed the return on investment to the purchaser. As a result of this guarantee obligation, we are the primary beneficiary of the fund (see Note 11 for further information regarding the consolidation of this fund) and we have accounted for this transaction as a financing. As a financing transaction, we continue to account for the asset transferred to the purchaser, and maintain a related liability corresponding to our obligations under the guarantee. As the benefits are delivered to the purchaser of the investment, this financing asset and the related liability decrease. A related financing liability in the amount of
$33.7 million
and
$41.7 million
is included in trade and other payables on our Consolidated Statements of Financial Condition as of
September 30, 2013
and
2012
, respectively. See Note 20 for further discussion of our obligations under the guarantee.
|
(3)
|
The indemnification asset primarily pertains to legal matters for which Regions has indemnified RJF in connection with our acquisition of Morgan Keegan. The liabilities related to such matters are included in trade and other payables on our Consolidated Statements of Financial Condition. See Notes 3 and 20 for additional information.
|
|
Aggregate
assets
(1)
|
|
Aggregate
liabilities
(1)
|
||||
|
(in thousands)
|
||||||
September 30, 2013
|
|
|
|
||||
LIHTC Funds
|
$
|
208,634
|
|
|
$
|
78,055
|
|
Guaranteed LIHTC Fund
(2)
|
81,712
|
|
|
—
|
|
||
Restricted Stock Trust Fund
|
13,075
|
|
|
6,710
|
|
||
EIF Funds
|
7,588
|
|
|
—
|
|
||
Total
|
$
|
311,009
|
|
|
$
|
84,765
|
|
|
|
|
|
||||
September 30, 2012
|
|
|
|
|
|
||
LIHTC Funds
|
$
|
234,592
|
|
|
$
|
97,217
|
|
Guaranteed LIHTC Fund
(2)
|
85,332
|
|
|
2,208
|
|
||
Restricted Stock Trust Fund
|
15,387
|
|
|
7,508
|
|
||
EIF Funds
|
15,736
|
|
|
—
|
|
||
Total
|
$
|
351,047
|
|
|
$
|
106,933
|
|
(1)
|
Aggregate assets and aggregate liabilities differ from the consolidated carrying value of assets and liabilities due to the elimination of intercompany assets and liabilities held by the consolidated VIE.
|
(2)
|
In connection with one of the multi-investor tax credit funds in which RJTCF is the managing member, RJTCF has guaranteed the investor members’ return on their investment in the fund (the “Guaranteed LIHTC Fund”). See Note 10 for information regarding the financing asset associated with this fund, and see Note 20 for additional information regarding this commitment.
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Assets:
|
|
|
|
||||
Assets segregated pursuant to regulations and other segregated assets
|
$
|
11,857
|
|
|
$
|
14,230
|
|
Receivables, other
|
5,763
|
|
|
5,273
|
|
||
Investments in real estate partnerships held by consolidated variable interest entities
|
272,096
|
|
|
299,611
|
|
||
Trust fund investment in RJF common stock
(1)
|
13,073
|
|
|
15,387
|
|
||
Prepaid expenses and other assets
|
8,230
|
|
|
16,297
|
|
||
Total assets
|
$
|
311,019
|
|
|
$
|
350,798
|
|
|
|
|
|
||||
Liabilities and equity:
|
|
|
|
|
|
||
Trade and other payables
|
$
|
1,428
|
|
|
$
|
2,804
|
|
Intercompany payables
|
6,390
|
|
|
8,603
|
|
||
Loans payable of consolidated variable interest entities
(2)
|
62,938
|
|
|
81,713
|
|
||
Total liabilities
|
70,756
|
|
|
93,120
|
|
||
RJF equity
|
6,175
|
|
|
6,105
|
|
||
Noncontrolling interests
|
234,088
|
|
|
251,573
|
|
||
Total equity
|
240,263
|
|
|
257,678
|
|
||
Total liabilities and equity
|
$
|
311,019
|
|
|
$
|
350,798
|
|
(1)
|
Included in treasury stock in our Consolidated Statements of Financial Condition.
|
(2)
|
Comprised of several non-recourse loans. We are not contingently liable under any of these loans (see Note 16 for additional information).
|
|
|
Year ended September 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Other
|
|
3,538
|
|
|
3,944
|
|
|
5,385
|
|
|||
Total revenues
|
|
3,542
|
|
|
3,947
|
|
|
5,387
|
|
|||
Interest expense
|
|
3,959
|
|
|
5,032
|
|
|
6,049
|
|
|||
Net revenues (expense)
|
|
(417
|
)
|
|
(1,085
|
)
|
|
(662
|
)
|
|||
|
|
|
|
|
|
|
||||||
Non-interest expenses
|
|
27,292
|
|
|
25,207
|
|
|
18,670
|
|
|||
Net loss including noncontrolling interests
|
|
(27,709
|
)
|
|
(26,292
|
)
|
|
(19,332
|
)
|
|||
Net loss attributable to noncontrolling interests
|
|
(27,779
|
)
|
|
(26,860
|
)
|
|
(17,988
|
)
|
|||
Net income (loss) attributable to RJF
|
|
$
|
70
|
|
|
$
|
568
|
|
|
$
|
(1,344
|
)
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||||||||||
|
Aggregate
assets
|
|
Aggregate
liabilities
|
|
Our risk
of loss
|
|
Aggregate
assets
|
|
Aggregate
liabilities
|
|
Our risk
of loss
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
LIHTC Funds
|
$
|
2,532,457
|
|
|
$
|
762,346
|
|
|
$
|
14,387
|
|
|
$
|
2,198,049
|
|
|
$
|
844,597
|
|
|
$
|
22,501
|
|
NMTC Funds
|
140,499
|
|
|
278
|
|
|
13
|
|
|
140,680
|
|
|
209
|
|
|
13
|
|
||||||
Other Real Estate Limited Partnerships and LLCs
|
30,240
|
|
|
35,512
|
|
|
212
|
|
|
31,107
|
|
|
35,512
|
|
|
1,145
|
|
||||||
Total
|
$
|
2,703,196
|
|
|
$
|
798,136
|
|
|
$
|
14,612
|
|
|
$
|
2,369,836
|
|
|
$
|
880,318
|
|
|
$
|
23,659
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||||||||||
|
Aggregate
assets
|
|
Aggregate
liabilities
|
|
Our risk
of loss
|
|
Aggregate
assets
|
|
Aggregate
liabilities
|
|
Our risk
of loss
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Managed Funds
|
$
|
56,321
|
|
|
$
|
1,415
|
|
|
$
|
202
|
|
|
$
|
9,700
|
|
|
$
|
1,689
|
|
|
$
|
296
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
20,104
|
|
|
$
|
19,754
|
|
Construction in process
|
707
|
|
|
6,782
|
|
||
Software
|
131,115
|
|
|
117,604
|
|
||
Buildings, leasehold and land improvements
|
235,239
|
|
|
204,593
|
|
||
Furniture, fixtures, and equipment
|
200,055
|
|
|
182,168
|
|
||
|
587,220
|
|
|
530,901
|
|
||
Less: Accumulated depreciation and amortization
|
(342,804
|
)
|
|
(299,706
|
)
|
||
Total property and equipment, net
|
$
|
244,416
|
|
|
$
|
231,195
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Goodwill
|
$
|
295,486
|
|
|
$
|
300,111
|
|
Identifiable intangible assets, net
|
65,978
|
|
|
61,135
|
|
||
Total goodwill and identifiable intangible assets, net
|
$
|
361,464
|
|
|
$
|
361,246
|
|
|
Segment
|
|
|
||||||||
|
Private client group
|
|
Capital markets
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Goodwill at September 30, 2011
|
$
|
48,097
|
|
|
$
|
23,827
|
|
|
$
|
71,924
|
|
Additions
(1)
|
125,220
|
|
|
102,967
|
|
|
228,187
|
|
|||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill at September 30, 2012
|
$
|
173,317
|
|
|
$
|
126,794
|
|
|
$
|
300,111
|
|
Adjustments to prior year additions
(2)
|
1,267
|
|
|
1,041
|
|
|
2,308
|
|
|||
Impairment losses
(3)
|
—
|
|
|
(6,933
|
)
|
|
(6,933
|
)
|
|||
Goodwill at September 30, 2013
|
$
|
174,584
|
|
|
$
|
120,902
|
|
|
$
|
295,486
|
|
(1)
|
Additions are directly attributable to the acquisition of Morgan Keegan (see Notes 1 and 3 for additional information).
|
(2)
|
The goodwill adjustment arose during the quarter ended December 31, 2012 from a change in a tax election pertaining to whether assets acquired and liabilities assumed are written-up to fair value for tax purposes. This election is made on an entity-by-entity basis, and during the period indicated, our assumption regarding whether we would make such election changed for one of the Morgan Keegan entities we acquired. The offsetting balance associated with this adjustment to goodwill was the net deferred tax asset.
|
(3)
|
The impairment expense in the year ended
September 30, 2013
is associated with the RJES reporting unit. We concluded the goodwill associated with this reporting unit to be completely impaired during the quarter ended March 31, 2013. Since we did not own 100% of RJES as of the goodwill impairment testing date, for the year ended September 30, 2013 the effect of this impairment expense on the pre-tax income attributable to Raymond James Financial, Inc. is approximately
$4.6 million
and the portion of the impairment expense attributable to the noncontrolling interests is approximately
$2.3 million
.
|
|
|
|
|
|
|
Key assumptions
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
Weight assigned to the outcome of:
|
|||||||
Segment
|
|
Reporting unit
|
|
Goodwill as of the impairment testing date (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:
|
|
MK & Co. - PCG
|
|
$
|
126,486
|
|
|
14
|
%
|
|
0.5x/10.0x
|
|
50
|
%
|
|
50
|
%
|
|
|
RJ&A - PCG
|
|
31,954
|
|
|
13
|
%
|
|
0.5x/13.5x
|
|
50
|
%
|
|
50
|
%
|
|
|
|
RJ Ltd. - PCG
|
|
16,144
|
|
|
18
|
%
|
|
1.0x/12.0x
|
|
50
|
%
|
|
50
|
%
|
|
|
|
|
|
$
|
174,584
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital markets:
|
|
RJ&A - fixed income
|
|
$
|
77,325
|
|
|
14
|
%
|
|
1.0x/9.0x
|
|
50
|
%
|
|
50
|
%
|
|
|
RJ Ltd. - equity capital markets
|
|
16,893
|
|
|
20
|
%
|
|
1.1x/11.0x
|
|
50
|
%
|
|
50
|
%
|
|
|
|
MK & Co. - fixed income
|
|
13,646
|
|
|
16
|
%
|
|
0.9x/8.0x
|
|
50
|
%
|
|
50
|
%
|
|
|
|
RJ&A - equity capital markets
|
|
13,038
|
|
|
15
|
%
|
|
0.3x/7.0x
|
|
50
|
%
|
|
50
|
%
|
|
|
|
|
|
120,902
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
295,486
|
|
|
|
|
|
|
|
|
|
|
Segment
|
|
|
||||||||||||||||
|
Private client group
|
|
Capital markets
|
|
Asset management
|
|
RJ Bank
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net identifiable intangible assets as of September 30, 2010
|
$
|
397
|
|
|
$
|
2,019
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,416
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization expense
|
(187
|
)
|
|
(1,186
|
)
|
|
—
|
|
|
—
|
|
|
(1,373
|
)
|
|||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net identifiable intangible assets as of September 30, 2011
|
$
|
210
|
|
|
$
|
833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,043
|
|
Additions
(1)
|
10,000
|
|
|
55,000
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|||||
Amortization expense
|
(381
|
)
|
|
(4,527
|
)
|
|
—
|
|
|
—
|
|
|
(4,908
|
)
|
|||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net identifiable intangible assets as of September 30, 2012
|
$
|
9,829
|
|
|
$
|
51,306
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,135
|
|
Additions
|
—
|
|
|
—
|
|
|
13,329
|
|
(2)
|
1,085
|
|
(3)
|
14,414
|
|
|||||
Amortization expense
|
(638
|
)
|
|
(7,832
|
)
|
|
(1,000
|
)
|
|
(101
|
)
|
|
(9,571
|
)
|
|||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net identifiable intangible assets as of September 30, 2013
|
$
|
9,191
|
|
|
$
|
43,474
|
|
|
$
|
12,329
|
|
|
$
|
984
|
|
|
$
|
65,978
|
|
(1)
|
The additions are directly attributable to the identified intangible assets associated with the Morgan Keegan acquisition, see Note 3 for further information regarding the acquisition.
|
(2)
|
The additions are directly attributable to the customer list asset associated with our first quarter fiscal year 2013 acquisition of a
45%
interest in ClariVest (see Note 3 for additional information). Since we are consolidating ClariVest, the amount represents the entire customer relationship intangible asset associated with the acquisition transaction; the amount shown is unadjusted by the
55%
share of ClariVest attributable to others. The estimated useful life associated with this addition is approximately
10 years
.
|
(3)
|
The additions are the result of mortgage servicing rights held by RJ Bank. The estimated useful life associated with this addition is approximately
10 years
.
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||
|
Gross carrying value
|
|
Accumulated amortization
|
|
Gross carrying value
|
|
Accumulated amortization
|
||||||||
|
(in thousands)
|
||||||||||||||
Customer relationships
|
$
|
65,957
|
|
|
$
|
(8,663
|
)
|
|
$
|
52,628
|
|
|
$
|
(3,060
|
)
|
Trade name
|
2,000
|
|
|
(2,000
|
)
|
|
2,000
|
|
|
(1,000
|
)
|
||||
Developed technology
|
11,000
|
|
|
(3,300
|
)
|
|
11,000
|
|
|
(1,100
|
)
|
||||
Non-compete agreements
|
1,000
|
|
|
(1,000
|
)
|
|
1,000
|
|
|
(333
|
)
|
||||
Mortgage servicing rights
|
1,085
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
81,042
|
|
|
$
|
(15,064
|
)
|
|
$
|
66,628
|
|
|
$
|
(5,493
|
)
|
Fiscal year ended September 30,
|
|
(in thousands)
|
||
2014
|
|
$
|
7,517
|
|
2015
|
|
7,427
|
|
|
2016
|
|
7,251
|
|
|
2017
|
|
6,144
|
|
|
2018
|
|
5,037
|
|
|
Thereafter
|
|
32,602
|
|
|
|
|
$
|
65,978
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||
|
Balance
|
|
Weighted-average rate
(1)
|
|
Balance
|
|
Weighted-average rate
(1)
|
||||||
|
($ in thousands)
|
||||||||||||
Bank deposits:
|
|
|
|
|
|
|
|
||||||
NOW accounts
|
$
|
7,003
|
|
|
0.01
|
%
|
|
$
|
4,588
|
|
|
0.01
|
%
|
Demand deposits (non-interest-bearing)
|
8,555
|
|
|
—
|
|
|
44,800
|
|
|
—
|
|
||
Savings and money market accounts
|
8,966,439
|
|
|
0.02
|
%
|
|
8,231,446
|
|
|
0.04
|
%
|
||
Certificates of deposit
|
313,374
|
|
|
1.96
|
%
|
|
318,879
|
|
|
2.13
|
%
|
||
Total bank deposits
(2)
|
$
|
9,295,371
|
|
|
0.09
|
%
|
|
$
|
8,599,713
|
|
|
0.12
|
%
|
(1)
|
Weighted-average rate calculation is based on the actual deposit balances at
September 30, 2013
and
2012
, respectively.
|
(2)
|
Bank deposits exclude affiliate deposits of approximately
$6 million
and
$1 million
at
September 30, 2013
and
2012
, respectively.
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||
|
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
|
||||||||
|
(in thousands)
|
||||||||||||||
Three months or less
|
$
|
7,343
|
|
|
$
|
8,540
|
|
|
$
|
9,069
|
|
|
$
|
7,195
|
|
Over three through six months
|
5,908
|
|
|
6,264
|
|
|
4,587
|
|
|
6,778
|
|
||||
Over six through twelve months
|
9,459
|
|
|
13,976
|
|
|
12,414
|
|
|
16,339
|
|
||||
Over one through two years
|
31,123
|
|
|
37,918
|
|
|
16,989
|
|
|
23,920
|
|
||||
Over two through three years
|
33,404
|
|
|
27,873
|
|
|
32,043
|
|
|
38,074
|
|
||||
Over three through four years
|
47,822
|
|
|
35,270
|
|
|
34,533
|
|
|
28,807
|
|
||||
Over four through five years
|
36,574
|
|
|
11,900
|
|
|
50,647
|
|
|
37,484
|
|
||||
Total
|
$
|
171,633
|
|
|
$
|
141,741
|
|
|
$
|
160,282
|
|
|
$
|
158,597
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Certificates of deposit
|
$
|
6,239
|
|
|
$
|
6,501
|
|
|
$
|
6,228
|
|
Money market, savings and NOW accounts
|
2,793
|
|
|
2,983
|
|
|
6,315
|
|
|||
Total interest expense on deposits
|
$
|
9,032
|
|
|
$
|
9,484
|
|
|
$
|
12,543
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Other borrowings:
|
|
|
|
||||
Borrowings on secured lines of credit
(1)
|
$
|
84,076
|
|
|
$
|
—
|
|
Borrowings on unsecured lines of credit
(2)
|
—
|
|
|
—
|
|
||
Total other borrowings
|
$
|
84,076
|
|
|
$
|
—
|
|
(1)
|
Other than a
$5 million
borrowing outstanding on the New Regions Credit Agreement (as hereinafter defined) as of
September 30, 2013
, any borrowings on secured lines of credit are day-to-day and are generally utilized to finance certain fixed income securities.
|
(2)
|
Any borrowings on unsecured lines of credit are day-to-day and are generally utilized for cash management purposes.
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Current portion of loans payable
|
$
|
19,061
|
|
|
$
|
18,775
|
|
Long-term portion of loans payable
|
43,877
|
|
|
62,938
|
|
||
Total loans payable
|
$
|
62,938
|
|
|
$
|
81,713
|
|
Fiscal year ended September 30,
|
|
(in thousands)
|
||
2014
|
|
$
|
19,061
|
|
2015
|
|
17,949
|
|
|
2016
|
|
13,331
|
|
|
2017
|
|
8,240
|
|
|
2018
|
|
3,668
|
|
|
Thereafter
|
|
689
|
|
|
Total
|
|
$
|
62,938
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Mortgage notes payable
(1)
|
$
|
45,662
|
|
|
$
|
49,309
|
|
4.25% senior notes, due 2016, net of unamortized discount of $255 thousand and $355 thousand at September 30, 2013 and 2012, respectively
(2)
|
249,745
|
|
|
249,645
|
|
||
8.60% senior notes, due 2019, net of unamortized discount of $30 thousand and $35 thousand at September 30, 2013 and 2012, respectively
(3)
|
299,970
|
|
|
299,965
|
|
||
5.625% senior notes, due 2024, net of unamortized discount of $869 thousand and $952 thousand at September 30, 2013 and 2012, respectively
(4)
|
249,131
|
|
|
249,048
|
|
||
6.90% senior notes, due 2042
(5)
|
350,000
|
|
|
350,000
|
|
||
Other borrowings from banks
(6)
|
—
|
|
|
128,256
|
|
||
RJES term loan
(7)
|
—
|
|
|
2,870
|
|
||
Total corporate debt
|
$
|
1,194,508
|
|
|
$
|
1,329,093
|
|
(1)
|
Mortgage notes payable pertain to mortgage loans on our headquarters office complex. These mortgage loans are secured by land, buildings, and improvements with a net book value of $
53.5 million
at
September 30, 2013
. These mortgage loans bear interest at
5.7%
with repayment terms of monthly interest and principal debt service and have a
January 2023
maturity.
|
(2)
|
In
April 2011
, we sold in a registered underwritten public offering, $
250 million
in aggregate principal amount of
4.25%
senior notes due
April 2016
. Interest on these senior notes is payable
semi-annually
. We may redeem some or all of these senior notes at any time prior to their maturity at a redemption price equal to the greater of (i)
100%
of the principal amount of the notes to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon, discounted to the redemption date at a discount rate equal to a designated U.S. Treasury rate, plus
30
basis points, plus accrued and unpaid interest thereon to the redemption date.
|
(3)
|
In
August 2009
, we sold in a registered underwritten public offering, $
300 million
in aggregate principal amount of
8.60%
senior notes due
August 2019
. Interest on these senior notes is payable
semi-annually
. We may redeem some or all of these senior notes at any time prior to their maturity, at a redemption price equal to the greater of (i)
100%
of the principal amount of the notes redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon, discounted to the redemption date at a discount rate equal to a designated U.S. Treasury rate, plus
50
basis points, plus accrued and unpaid interest thereon to the redemption date.
|
(4)
|
In
March 2012
, we sold in a registered underwritten public offering, $
250 million
in aggregate principal amount of
5.625%
senior notes due
April 2024
. Interest on these senior notes is payable
semi-annually
. We may redeem some or all of these senior notes at any time prior to their maturity, at a redemption price equal to the greater of (i)
100%
of the principal amount of the notes redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon, discounted to the redemption date at a discount rate equal to a designated U.S. Treasury rate, plus
50
basis points, plus accrued and unpaid interest thereon to the redemption date.
|
(5)
|
In
March 2012
, we sold in a registered underwritten public offering, $
350 million
in aggregate principal amount of
6.90%
senior notes due
March 2042
. Interest on these senior notes is payable
quarterly
in arrears. On or after
March 15, 2017
, we may redeem some or all of the senior notes at any time at the redemption price equal to
100%
of the principal amount of the notes being redeemed plus accrued interest thereon to the redemption date.
|
(6)
|
The outstanding balance as of September 30, 2012, was comprised of the Initial Regions Credit Agreement. On
November 14, 2012
, the outstanding balance was repaid, the Initial Regions Credit Agreement was terminated and the New Regions Credit Agreement was executed (see Note 15 for additional information on the New Regions Credit Agreement secured line of credit).
|
(7)
|
The RJES term loan was paid in full in
June 2013
.
|
|
Asset derivatives
|
||||||||||||||||||
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||||||
|
Balance sheet
location
|
|
Notional
amount
|
|
Fair
value
(1)
|
|
Balance sheet
location
|
|
Notional
amount
|
|
Fair
value
(1)
|
||||||||
|
(in thousands)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts
(2)
|
Trading instruments
|
|
$
|
2,407,387
|
|
|
$
|
89,633
|
|
|
Trading instruments
|
|
$
|
2,376,049
|
|
|
$
|
144,259
|
|
Interest rate contracts
(3)
|
Derivative instruments associated with offsetting matched book positions
|
|
$
|
1,944,408
|
|
|
$
|
250,341
|
|
|
Derivative instruments associated with offsetting matched book positions
|
|
$
|
2,110,984
|
|
|
$
|
458,265
|
|
|
Liability derivatives
|
||||||||||||||||||
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||||||
|
Balance sheet
location
|
|
Notional
amount
|
|
Fair
value
(1)
|
|
Balance sheet
location
|
|
Notional
amount
|
|
Fair
value
(1)
|
||||||||
|
(in thousands)
|
||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward foreign exchange contracts
|
Trade and other payables
|
|
$
|
655,828
|
|
|
$
|
637
|
|
|
Trade and other payables
|
|
$
|
569,790
|
|
|
$
|
1,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts
(2)
|
Trading instruments sold
|
|
$
|
2,420,531
|
|
|
$
|
74,920
|
|
|
Trading instruments sold
|
|
$
|
2,288,450
|
|
|
$
|
128,081
|
|
Interest rate contracts
(3)
|
Derivative instruments associated with offsetting matched book positions
|
|
$
|
1,944,408
|
|
|
$
|
250,341
|
|
|
Derivative instruments associated with offsetting matched book positions
|
|
$
|
2,110,984
|
|
|
$
|
458,265
|
|
Forward foreign exchange contracts
|
Trade and other payables
|
|
$
|
79,588
|
|
|
$
|
77
|
|
|
Trade and other payables
|
|
$
|
44,225
|
|
|
$
|
74
|
|
(1)
|
The fair value in this table is presented on a gross basis before netting of cash collateral and before any netting by counterparty according to our legally enforceable master netting a
rrangemen
ts. The fair value in the Consolidated Statements of Financial Condition is presented net.
|
(2)
|
These contracts arise from our OTC Derivatives Operations.
|
(3)
|
These contracts arise from our Offsetting Matched Book Derivatives Operations.
|
(1)
|
These contracts arise from our OTC Derivatives Operations.
|
(2)
|
These contracts arise from our Offsetting Matched Book Derivatives Operations.
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Recorded in:
|
|
|
|
|
|
||||||
Income including noncontrolling interests
|
$
|
197,033
|
|
|
$
|
175,656
|
|
|
$
|
182,894
|
|
Equity, for compensation expense for tax purposes (in excess of) less than amounts recognized for financial reporting purposes
|
(2,590
|
)
|
|
(2,613
|
)
|
|
374
|
|
|||
Equity, for cumulative currency translation adjustments
|
6,861
|
|
|
(5,741
|
)
|
|
—
|
|
|||
Equity, for available for sale securities
|
8,986
|
|
|
7,611
|
|
|
1,497
|
|
|||
Total
|
$
|
210,290
|
|
|
$
|
174,913
|
|
|
$
|
184,765
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
182,862
|
|
|
$
|
133,890
|
|
|
$
|
148,266
|
|
State and local
|
37,491
|
|
|
29,141
|
|
|
29,387
|
|
|||
Foreign
|
8,469
|
|
|
10,581
|
|
|
11,249
|
|
|||
|
228,822
|
|
|
173,612
|
|
|
188,902
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(25,673
|
)
|
|
3,939
|
|
|
(6,279
|
)
|
|||
State and local
|
(5,023
|
)
|
|
372
|
|
|
(3,887
|
)
|
|||
Foreign
|
(1,093
|
)
|
|
(2,267
|
)
|
|
4,158
|
|
|||
|
(31,789
|
)
|
|
2,044
|
|
|
(6,008
|
)
|
|||
Total provision for income tax
|
$
|
197,033
|
|
|
$
|
175,656
|
|
|
$
|
182,894
|
|
|
Year ended September 30,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
Provision calculated at statutory rate
|
$
|
197,466
|
|
|
35
|
%
|
|
$
|
165,034
|
|
|
35
|
%
|
|
$
|
161,436
|
|
|
35
|
%
|
State income tax, net of federal benefit
|
21,662
|
|
|
3.8
|
%
|
|
19,566
|
|
|
4.1
|
%
|
|
16,575
|
|
|
3.6
|
%
|
|||
Tax-exempt interest income
|
(2,074
|
)
|
|
(0.4
|
)%
|
|
(2,291
|
)
|
|
(0.5
|
)%
|
|
(1,761
|
)
|
|
(0.4
|
)%
|
|||
(Income)/loss on company-owned life insurance which is not subject to tax
|
(7,809
|
)
|
|
(1.3
|
)%
|
|
(8,318
|
)
|
|
(1.8
|
)%
|
|
1,146
|
|
|
0.2
|
%
|
|||
Business tax credits including low income housing tax credits
|
(1,056
|
)
|
|
(0.2
|
)%
|
|
(1,830
|
)
|
|
(0.4
|
)%
|
|
(3,443
|
)
|
|
(0.7
|
)%
|
|||
Business expenses which are not tax-deductible
|
4,920
|
|
|
0.9
|
%
|
|
3,752
|
|
|
0.8
|
%
|
|
3,072
|
|
|
0.7
|
%
|
|||
Incentive stock option expenses which are not tax-deductible
|
2,471
|
|
|
0.4
|
%
|
|
2,843
|
|
|
0.6
|
%
|
|
2,633
|
|
|
0.6
|
%
|
|||
Reversal of deferred taxes provided on foreign earnings
(1)
|
(10,676
|
)
|
|
(1.9
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(7,871
|
)
|
|
(1.4
|
)%
|
|
(3,100
|
)
|
|
(0.7
|
)%
|
|
3,236
|
|
|
0.7
|
%
|
|||
Total provision for income tax
|
$
|
197,033
|
|
|
34.9
|
%
|
|
$
|
175,656
|
|
|
37.3
|
%
|
|
$
|
182,894
|
|
|
39.7
|
%
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
U.S.
|
$
|
550,113
|
|
|
$
|
456,175
|
|
|
$
|
421,662
|
|
Foreign
|
14,074
|
|
|
15,350
|
|
|
39,585
|
|
|||
Income excluding noncontrolling interest and before provision for income taxes
|
$
|
564,187
|
|
|
$
|
471,525
|
|
|
$
|
461,247
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Deferred compensation
|
$
|
128,801
|
|
|
$
|
87,666
|
|
Allowances for loan losses and reserves for unfunded commitments
|
55,659
|
|
|
60,779
|
|
||
Unrealized loss associated with certain available for sale securities
|
15,437
|
|
|
16,324
|
|
||
Accrued expenses
|
28,868
|
|
|
18,759
|
|
||
Acquisition expense
|
3,618
|
|
|
3,802
|
|
||
Net operating loss and credit carryforwards
|
1,336
|
|
|
4,390
|
|
||
Other
|
14,572
|
|
|
21,637
|
|
||
Total gross deferred tax assets
|
248,291
|
|
|
213,357
|
|
||
Less: valuation allowance
|
(9
|
)
|
|
(9
|
)
|
||
Total deferred tax assets
|
248,282
|
|
|
213,348
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Partnership investments
|
(24,245
|
)
|
|
(11,579
|
)
|
||
Goodwill and other intangibles
|
(12,469
|
)
|
|
(6,467
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
(9,344
|
)
|
|
(19,373
|
)
|
||
Fixed assets
|
(5,082
|
)
|
|
(2,275
|
)
|
||
Leveraged lease
|
—
|
|
|
(4,668
|
)
|
||
Other
|
(1,982
|
)
|
|
(799
|
)
|
||
Total deferred tax liabilities
|
(53,122
|
)
|
|
(45,161
|
)
|
||
Net deferred tax assets
|
$
|
195,160
|
|
|
$
|
168,187
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Balance for unrecognized tax benefits at beginning of year
|
$
|
12,672
|
|
|
$
|
4,730
|
|
|
$
|
4,308
|
|
Increases for tax positions related to the current year
|
3,118
|
|
|
2,420
|
|
|
1,199
|
|
|||
Increases for tax positions related to prior years
|
4,484
|
|
(1)
|
6,559
|
|
(1)
|
551
|
|
|||
Decreases for tax positions related to prior years
|
(352
|
)
|
|
(196
|
)
|
|
(44
|
)
|
|||
Decreases due to lapsed statute of limitations
|
(1,119
|
)
|
|
(841
|
)
|
|
(1,284
|
)
|
|||
Balance for unrecognized tax benefits at end of year
|
$
|
18,803
|
|
|
$
|
12,672
|
|
|
$
|
4,730
|
|
(1)
|
The increase is due to tax positions taken in previously filed tax returns with certain states. We continue to evaluate these positions and intend to contest the proposed adjustments made by taxing authorities.
|
|
Sources of collateral
|
||
|
(in thousands)
|
||
Securities purchased under agreements to resell and other collateralized financings
|
$
|
725,935
|
|
Securities received in securities borrowed vs. cash transactions
|
143,108
|
|
|
Collateral received for margin loans
|
1,440,250
|
|
|
Securities received as collateral related to derivative contracts
|
6,409
|
|
|
Total
|
$
|
2,315,702
|
|
|
Uses of collateral
and trading securities
|
||
|
(in thousands)
|
||
Securities sold under agreements to repurchase
|
$
|
313,548
|
|
Securities delivered in securities loaned vs. cash transactions
|
342,096
|
|
|
Securities pledged as collateral under secured borrowing arrangements
|
116,952
|
|
|
Collateral used for deposits at clearing organizations
|
207,468
|
|
|
Total
|
$
|
980,064
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Net unrealized gain on available for sale securities, (net of tax effect of $9 million in fiscal year 2013, $7.6 million in fiscal year 2012, and $1.5 million in fiscal year 2011)
|
$
|
15,042
|
|
|
$
|
12,886
|
|
|
$
|
2,621
|
|
Net change in currency translations and net investment hedges (net of a tax effect of $6.9 million in fiscal year 2013 and ($5.7) million in fiscal year 2012)
(1)
|
(13,763
|
)
|
|
6,166
|
|
|
(6,029
|
)
|
|||
Other comprehensive income (loss)
|
$
|
1,279
|
|
|
$
|
19,052
|
|
|
$
|
(3,408
|
)
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Net unrealized loss on available for sale securities, (net of tax effects of ($700) thousand at September 30, 2013 and ($9.7) million at September 30, 2012)
|
$
|
(1,276
|
)
|
|
$
|
(16,318
|
)
|
Net currency translations and net investment hedges (net of a tax effect of $1.1 million at September 30, 2013 and ($5.7) million at September 30, 2012)
(1)
|
12,002
|
|
|
25,765
|
|
||
Accumulated other comprehensive income
|
$
|
10,726
|
|
|
$
|
9,447
|
|
|
|
Year ended September 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
|||||||||||
Interest income:
|
|
|
|
|
|
|
||||||
Margin balances
|
|
$
|
60,931
|
|
|
$
|
60,104
|
|
|
$
|
52,361
|
|
Assets segregated pursuant to regulations and other segregated assets
|
|
17,251
|
|
|
16,050
|
|
|
16,343
|
|
|||
Bank loans, net of unearned income
|
|
335,964
|
|
|
319,211
|
|
|
270,057
|
|
|||
Available for sale securities
|
|
8,005
|
|
|
9,076
|
|
|
10,815
|
|
|||
Trading instruments
|
|
20,089
|
|
|
20,977
|
|
|
20,549
|
|
|||
Stock loan
|
|
8,271
|
|
|
9,110
|
|
|
6,035
|
|
|||
Loans to financial advisors
|
|
6,510
|
|
|
4,797
|
|
|
4,688
|
|
|||
Corporate cash and all other
|
|
16,578
|
|
|
13,933
|
|
|
11,470
|
|
|||
Total interest income
|
|
473,599
|
|
|
453,258
|
|
|
392,318
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|||
Brokerage client liabilities
|
|
2,049
|
|
|
2,213
|
|
|
3,422
|
|
|||
Retail bank deposits
|
|
9,032
|
|
|
9,484
|
|
|
12,543
|
|
|||
Trading instruments sold but not yet purchased
|
|
3,595
|
|
|
2,437
|
|
|
3,621
|
|
|||
Stock borrow
|
|
2,158
|
|
|
1,976
|
|
|
1,807
|
|
|||
Borrowed funds
|
|
4,724
|
|
|
5,915
|
|
|
3,969
|
|
|||
Senior notes
|
|
76,113
|
|
|
58,523
|
|
|
31,320
|
|
|||
Interest expense of consolidated VIEs
|
|
3,959
|
|
|
5,032
|
|
|
6,049
|
|
|||
Other
|
|
8,741
|
|
|
5,789
|
|
|
3,099
|
|
|||
Total interest expense
|
|
110,371
|
|
|
91,369
|
|
|
65,830
|
|
|||
Net interest income
|
|
363,228
|
|
|
361,889
|
|
|
326,488
|
|
|||
Subtract: provision for loan losses
|
|
(2,565
|
)
|
|
(25,894
|
)
|
|
(33,655
|
)
|
|||
Net interest income after provision for loan losses
|
|
$
|
360,663
|
|
|
$
|
335,995
|
|
|
$
|
292,833
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Total share-based expense
|
$
|
8,382
|
|
|
$
|
9,623
|
|
|
$
|
7,319
|
|
Income tax benefits related to share-based expense
|
596
|
|
|
701
|
|
|
319
|
|
|
Year ended September 30,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
|
|
|
|
|
|||
Dividend yield
|
1.37
|
%
|
|
1.84
|
%
|
|
1.80
|
%
|
Expected volatility
|
39.38
|
%
|
|
45.17
|
%
|
|
43.74
|
%
|
Risk-free interest rate
|
0.67
|
%
|
|
0.91
|
%
|
|
1.41
|
%
|
Expected lives (in years)
|
5.5
|
|
|
4.6
|
|
|
4.9
|
|
|
Options
for shares
|
Weighted- average exercise
price ($)
|
Weighted- average remaining contractual
term (years)
|
Aggregate intrinsic
value ($)
|
|||||
|
|
|
|
|
|||||
Outstanding at October 1, 2012
|
4,392,270
|
|
$
|
27.14
|
|
|
|
||
Granted
|
840,150
|
|
37.96
|
|
|
|
|||
Exercised
|
(1,262,076
|
)
|
28.87
|
|
|
|
|||
Forfeited
|
(126,635
|
)
|
27.80
|
|
|
|
|||
Expired
|
(900
|
)
|
30.89
|
|
|
|
|||
Outstanding at September 30, 2013
|
3,842,809
|
|
$
|
28.92
|
|
3.19
|
$
|
49,032,000
|
|
|
|
|
|
|
|||||
Exercisable at September 30, 2013
|
584,627
|
|
$
|
26.16
|
|
1.16
|
$
|
9,066,000
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands, except per option amounts)
|
||||||||||
Weighted-average grant date fair value per option
|
$
|
12.06
|
|
|
$
|
9.67
|
|
|
$
|
9.62
|
|
Total intrinsic value of stock options exercised
|
14,240
|
|
|
3,222
|
|
|
10,553
|
|
|||
Total grant date fair value of stock options vested
|
11,598
|
|
|
3,965
|
|
|
9,206
|
|
|
Shares/Units
|
Weighted- average
grant date
fair value ($)
|
|||
|
|
|
|||
Non-vested at October 1, 2012
|
6,050,789
|
|
$
|
29.87
|
|
Granted
|
1,001,231
|
|
38.12
|
|
|
Vested
|
(954,805
|
)
|
26.86
|
|
|
Forfeited
|
(179,804
|
)
|
33.16
|
|
|
Non-vested at September 30, 2013
|
5,917,411
|
|
$
|
31.66
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Total share-based expense
|
$
|
48,621
|
|
|
$
|
39,588
|
|
|
$
|
30,179
|
|
Income tax benefits related to share-based expense
|
16,607
|
|
|
13,186
|
|
|
11,468
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Total share-based expense
|
$
|
1,282
|
|
|
$
|
2,033
|
|
|
$
|
952
|
|
Income tax benefits related to share-based expense
|
487
|
|
|
773
|
|
|
362
|
|
|
Year ended September 30,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
|
|
|
|
|
|||
Dividend yield
|
1.34
|
%
|
|
1.52
|
%
|
|
1.62
|
%
|
Expected volatility
|
39.88
|
%
|
|
43.84
|
%
|
|
44.14
|
%
|
Risk-free interest rate
|
1.16
|
%
|
|
0.73
|
%
|
|
0.65
|
%
|
Expected lives (in years)
|
3.32
|
|
|
3.27
|
|
|
2.54
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Total intrinsic value of stock options exercised
|
$
|
985
|
|
|
$
|
783
|
|
|
$
|
3,300
|
|
Total fair value of stock options vested
|
347
|
|
|
1,116
|
|
|
1,448
|
|
|
Shares/Units
|
Weighted- average
reporting date
fair value ($)
|
|||
|
|
|
|||
Non-vested at October 1, 2012
|
105,945
|
|
$
|
36.65
|
|
Granted
|
—
|
|
|
||
Vested
|
(74,356
|
)
|
|
||
Forfeited
|
(5,405
|
)
|
|
||
Non-vested at September 30, 2013
|
26,184
|
|
$
|
41.67
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Total share-based expense
|
$
|
829
|
|
|
$
|
2,062
|
|
|
$
|
923
|
|
Income tax benefits related to share-based expense
|
315
|
|
|
783
|
|
|
351
|
|
|
||||||||||||||||||||
|
Actual
|
|
Requirement for capital
adequacy purposes
|
|
To be well capitalized under prompt
corrective action
provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
RJF as of September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk-weighted assets)
|
$
|
3,445,136
|
|
|
19.8
|
%
|
|
$
|
1,391,974
|
|
|
8.0
|
%
|
|
$
|
1,739,968
|
|
|
10.0
|
%
|
Tier I capital (to risk-weighted assets)
|
3,294,595
|
|
|
18.9
|
%
|
|
697,269
|
|
|
4.0
|
%
|
|
1,045,903
|
|
|
6.0
|
%
|
|||
Tier I capital (to adjusted assets)
|
3,294,595
|
|
|
14.5
|
%
|
|
908,854
|
|
|
4.0
|
%
|
|
1,136,067
|
|
|
5.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
RJF as of September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk-weighted assets)
|
$
|
3,056,794
|
|
|
18.9
|
%
|
|
$
|
1,293,881
|
|
|
8.0
|
%
|
|
$
|
1,617,351
|
|
|
10.0
|
%
|
Tier I capital (to risk-weighted assets)
|
2,896,279
|
|
|
17.9
|
%
|
|
647,213
|
|
|
4.0
|
%
|
|
970,820
|
|
|
6.0
|
%
|
|||
Tier I capital (to adjusted assets)
|
2,896,279
|
|
|
14.0
|
%
|
|
827,508
|
|
|
4.0
|
%
|
|
1,034,385
|
|
|
5.0
|
%
|
|
Actual
|
|
Requirement for capital
adequacy purposes
|
|
To be well capitalized under prompt
corrective action
provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
RJ Bank as of September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk-weighted assets)
|
$
|
1,234,268
|
|
|
13.0
|
%
|
|
$
|
758,996
|
|
|
8.0
|
%
|
|
$
|
948,745
|
|
|
10.0
|
%
|
Tier I capital (to risk-weighted assets)
|
1,115,113
|
|
|
11.8
|
%
|
|
379,498
|
|
|
4.0
|
%
|
|
569,247
|
|
|
6.0
|
%
|
|||
Tier I capital (to adjusted assets)
|
1,115,113
|
|
|
10.4
|
%
|
|
430,154
|
|
|
4.0
|
%
|
|
537,692
|
|
|
5.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
RJ Bank as of September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total capital (to risk-weighted assets)
|
$
|
1,158,139
|
|
|
13.4
|
%
|
|
$
|
694,275
|
|
|
8.0
|
%
|
|
$
|
867,844
|
|
|
10.0
|
%
|
Tier I capital (to risk-weighted assets)
|
1,049,060
|
|
|
12.1
|
%
|
|
347,137
|
|
|
4.0
|
%
|
|
520,706
|
|
|
6.0
|
%
|
|||
Tier I capital (to adjusted assets)
|
1,049,060
|
|
|
10.9
|
%
|
|
386,245
|
|
|
4.0
|
%
|
|
482,807
|
|
|
5.0
|
%
|
|
As of September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in thousands)
|
||||||
Raymond James & Associates, Inc.:
|
|
|
|
||||
(Alternative Method elected)
|
|
|
|
||||
Net capital as a percent of aggregate debit items
|
23.14
|
%
|
|
17.22
|
%
|
||
Net capital
|
$
|
435,343
|
|
|
$
|
264,315
|
|
Less: required net capital
|
(37,625
|
)
|
|
(30,696
|
)
|
||
Excess net capital
|
$
|
397,718
|
|
|
$
|
233,619
|
|
|
As of September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
|
|
(As amended)
(1)
|
||||
|
($ in thousands)
|
||||||
Morgan Keegan & Company, Inc.:
|
|
|
|
||||
(Alternative Method elected)
|
|
|
|
||||
Net capital as a percent of aggregate debit items
|
—
|
|
|
65.84
|
%
|
||
Net capital
|
$
|
6,047
|
|
|
$
|
263,366
|
|
Less: required net capital
|
(250
|
)
|
|
(8,432
|
)
|
||
Excess net capital
|
$
|
5,797
|
|
|
$
|
254,934
|
|
(1)
|
MK & Co.’s net capital position as of September 30, 2012 was amended for insignificant changes to conform to final regulatory filings.
|
|
As of September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Raymond James Financial Services, Inc.:
|
|
|
|
||||
(Alternative Method elected)
|
|
|
|
||||
Net capital
|
$
|
18,103
|
|
|
$
|
11,689
|
|
Less: required net capital
|
(250
|
)
|
|
(250
|
)
|
||
Excess net capital
|
$
|
17,853
|
|
|
$
|
11,439
|
|
|
As of September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Raymond James Ltd.:
|
|
|
|
||||
Risk adjusted capital before minimum
|
$
|
52,777
|
|
|
$
|
77,871
|
|
Less: required minimum capital
|
(250
|
)
|
|
(250
|
)
|
||
Risk adjusted capital
|
$
|
52,527
|
|
|
$
|
77,621
|
|
|
As of September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Standby letters of credit
|
$
|
122,672
|
|
|
$
|
140,688
|
|
Open end consumer lines of credit
|
829,923
|
|
|
480,304
|
|
||
Commercial lines of credit
|
1,743,594
|
|
|
1,804,771
|
|
||
Unfunded loan commitments
|
216,918
|
|
|
101,077
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Income for basic earnings per common share:
|
|
|
|
|
|
||||||
Net income attributable to RJF
|
$
|
367,154
|
|
|
$
|
295,869
|
|
|
$
|
278,353
|
|
Less allocation of earnings and dividends to participating securities
(1)
|
(4,164
|
)
|
|
(5,958
|
)
|
|
(8,777
|
)
|
|||
Net income attributable to RJF common shareholders
|
$
|
362,990
|
|
|
$
|
289,911
|
|
|
$
|
269,576
|
|
|
|
|
|
|
|
||||||
Income for diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to RJF
|
$
|
367,154
|
|
|
$
|
295,869
|
|
|
$
|
278,353
|
|
Less allocation of earnings and dividends to participating securities
(1)
|
(4,100
|
)
|
|
(5,926
|
)
|
|
(8,756
|
)
|
|||
Net income attributable to RJF common shareholders
|
$
|
363,054
|
|
|
$
|
289,943
|
|
|
$
|
269,597
|
|
|
|
|
|
|
|
||||||
Common shares:
|
|
|
|
|
|
|
|
|
|||
Average common shares in basic computation
|
137,732
|
|
|
130,806
|
|
|
122,448
|
|
|||
Dilutive effect of outstanding stock options and certain restricted stock units
|
2,809
|
|
|
985
|
|
|
388
|
|
|||
Average common shares used in diluted computation
|
140,541
|
|
|
131,791
|
|
|
122,836
|
|
|||
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
2.64
|
|
|
$
|
2.22
|
|
|
$
|
2.20
|
|
Diluted
|
$
|
2.58
|
|
|
$
|
2.20
|
|
|
$
|
2.19
|
|
Stock options and certain restricted stock units excluded from weighted-average diluted common shares because their effect would be antidilutive
|
1,153
|
|
|
1,928
|
|
|
2,136
|
|
(1)
|
Represents 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 restricted stock units and amounted to weighted-average shares of
1.6 million
,
2.7 million
and
4 million
for the years ended
September 30, 2013
,
2012
and
2011
, respectively. Dividends paid to participating securities amounted to
$800 thousand
, $
1.4 million
and
$1.9 million
for the years ended
September 30, 2013
,
2012
, and
2011
respectively. Undistributed earnings are allocated to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.
|
|
|
Year ended September 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Dividends per common share - declared
|
|
$
|
0.56
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
Dividends per common share - paid
|
|
$
|
0.55
|
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
|
Year ended September 30,
|
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
|
(in thousands)
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Private Client Group
|
$
|
2,930,603
|
|
|
$
|
2,484,670
|
|
|
$
|
2,192,422
|
|
|
Capital Markets
|
945,477
|
|
|
820,852
|
|
|
707,460
|
|
|
|||
Asset Management
|
292,817
|
|
|
237,224
|
|
|
226,511
|
|
|
|||
RJ Bank
|
356,130
|
|
|
345,693
|
|
|
281,992
|
|
|
|||
Other
|
126,401
|
|
|
58,412
|
|
|
27,329
|
|
|
|||
Intersegment eliminations
|
(55,630
|
)
|
|
(48,951
|
)
|
|
(35,828
|
)
|
|
|||
Total revenues
(1)
|
$
|
4,595,798
|
|
|
$
|
3,897,900
|
|
|
$
|
3,399,886
|
|
|
Income (loss) excluding noncontrolling interests and before provision for income taxes:
|
|
|
|
|
|
|
||||||
Private Client Group
|
$
|
230,315
|
|
|
$
|
215,091
|
|
|
$
|
220,299
|
|
|
Capital Markets
|
102,171
|
|
|
75,755
|
|
|
82,521
|
|
|
|||
Asset Management
|
96,300
|
|
|
67,241
|
|
|
66,176
|
|
|
|||
RJ Bank
|
267,714
|
|
|
240,158
|
|
|
172,993
|
|
|
|||
Other
|
(132,313
|
)
|
(2)
|
(126,720
|
)
|
(2)
|
(80,742
|
)
|
(3)
|
|||
Pre-tax income excluding noncontrolling interests
|
564,187
|
|
|
471,525
|
|
|
461,247
|
|
|
|||
Add: net loss attributable to noncontrolling interests
|
29,723
|
|
|
(3,604
|
)
|
|
(10,502
|
)
|
|
|||
Income including noncontrolling interests and before provision for income taxes
|
$
|
593,910
|
|
|
$
|
467,921
|
|
|
$
|
450,745
|
|
|
(1)
|
No individual client accounted for more than
ten
percent of total revenues in any of the years presented.
|
(2)
|
The Other segment includes acquisition related expenses pertaining to our acquisitions in the amount of
$73.5 million
and
$59.3 million
for the years ended September 30, 2013 and 2012, respectively (see Note 3 for further information regarding our acquisitions).
|
(3)
|
The Other segment for the year ended September 30, 2011 includes a
$41 million
loss provision for auction rate securities (see Note 7 for additional information).
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Net interest income (expense):
|
|
|
|
|
|
||||||
Private Client Group
|
$
|
85,301
|
|
|
$
|
84,827
|
|
|
$
|
71,724
|
|
Capital Markets
|
4,076
|
|
|
6,641
|
|
|
6,166
|
|
|||
Asset Management
|
81
|
|
|
(17
|
)
|
|
107
|
|
|||
RJ Bank
|
338,844
|
|
|
322,024
|
|
|
271,306
|
|
|||
Other
|
(65,074
|
)
|
|
(51,586
|
)
|
|
(22,815
|
)
|
|||
Net interest income
|
$
|
363,228
|
|
|
$
|
361,889
|
|
|
$
|
326,488
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Total assets:
|
|
|
|
||||
Private Client Group
(1)
|
$
|
7,649,030
|
|
|
$
|
6,917,562
|
|
Capital Markets
(2)
|
2,548,663
|
|
|
2,558,143
|
|
||
Asset Management
|
149,436
|
|
|
81,838
|
|
||
RJ Bank
|
10,489,524
|
|
|
9,701,996
|
|
||
Other
|
2,349,469
|
|
|
1,900,726
|
|
||
Total
|
$
|
23,186,122
|
|
|
$
|
21,160,265
|
|
(1)
|
Includes
$174 million
and
$173 million
of goodwill at
September 30, 2013
and
2012
, respectively.
|
(2)
|
Includes
$121 million
and
$127 million
of goodwill at
September 30, 2013
and
2012
, respectively.
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
4,177,712
|
|
|
$
|
3,500,982
|
|
|
$
|
2,947,633
|
|
Canada
|
310,616
|
|
|
297,348
|
|
|
339,067
|
|
|||
Europe
|
83,744
|
|
|
78,221
|
|
|
63,665
|
|
|||
Other
|
23,726
|
|
|
21,349
|
|
|
49,521
|
|
|||
Total
|
$
|
4,595,798
|
|
|
$
|
3,897,900
|
|
|
$
|
3,399,886
|
|
|
|
|
|
|
|
||||||
Pre-tax income excluding noncontrolling interests:
|
|
|
|
|
|
|
|
||||
United States
|
$
|
543,093
|
|
|
$
|
450,731
|
|
|
$
|
416,955
|
|
Canada
|
28,470
|
|
|
29,593
|
|
|
42,333
|
|
|||
Europe
|
(8,032
|
)
|
|
(1,839
|
)
|
|
(2,312
|
)
|
|||
Other
|
656
|
|
|
(6,960
|
)
|
|
4,271
|
|
|||
Total
|
$
|
564,187
|
|
|
$
|
471,525
|
|
|
$
|
461,247
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Total assets:
|
|
|
|
||||
United States
(1)
|
$
|
21,154,293
|
|
|
$
|
19,296,197
|
|
Canada
(2)
|
1,965,648
|
|
|
1,788,883
|
|
||
Europe
(3)
|
26,415
|
|
|
42,220
|
|
||
Other
|
39,766
|
|
|
32,965
|
|
||
Total
|
$
|
23,186,122
|
|
|
$
|
21,160,265
|
|
(1)
|
Includes
$262 million
and
$260 million
of goodwill at
September 30, 2013
and
2012
, respectively.
|
(2)
|
Includes
$33 million
of goodwill at
September 30, 2013
and
2012
.
|
(3)
|
Includes
$7 million
of goodwill at
September 30, 2012
.
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
274,747
|
|
|
$
|
259,129
|
|
Intercompany receivables from subsidiaries:
|
|
|
|
||||
Bank subsidiary
|
44
|
|
|
—
|
|
||
Non-bank subsidiaries
(1)
|
920,827
|
|
|
558,051
|
|
||
Investments in consolidated subsidiaries:
|
|
|
|
||||
Bank subsidiary
|
1,106,742
|
|
|
1,038,449
|
|
||
Non-bank subsidiaries
|
2,393,035
|
|
|
2,515,223
|
|
||
Property and equipment, net
|
10,546
|
|
|
14,398
|
|
||
Goodwill and identifiable intangible assets, net
|
31,954
|
|
(2)
|
274,309
|
|
||
Other assets
|
634,446
|
|
|
241,716
|
|
||
Total assets
|
$
|
5,372,341
|
|
|
$
|
4,901,275
|
|
|
|
|
|
||||
Liabilities and equity:
|
|
|
|
||||
Trade and other
|
66,159
|
|
|
91,628
|
|
||
Intercompany payables to subsidiaries:
|
|
|
|
||||
Bank subsidiary
|
—
|
|
|
39
|
|
||
Non-bank subsidiaries
|
217,497
|
|
|
263,717
|
|
||
Accrued compensation and benefits
|
276,916
|
|
|
128,294
|
|
||
Corporate debt
|
1,148,845
|
|
|
1,148,657
|
|
||
Total liabilities
|
1,709,417
|
|
|
1,632,335
|
|
||
Equity
|
3,662,924
|
|
|
3,268,940
|
|
||
Total liabilities and equity
|
$
|
5,372,341
|
|
|
$
|
4,901,275
|
|
(1)
|
Of the total receivable from non-bank subsidiaries,
$760 million
and
$446 million
at
September 30, 2013
and
2012
, respectively, is invested in cash and cash equivalents by the subsidiary on behalf of the Parent.
|
(2)
|
The decrease in goodwill and identifiable intangible assets as of September 30, 2013 compared to the prior year period is primarily the result of the mid-February 2013 transfers of the client accounts of MK & Co. to RJ&A pursuant to our Morgan Keegan acquisition integration strategy (see Note 3 for additional information regarding the Morgan Keegan acquisition). Such transfers constitute transfers of businesses amongst entities under common control of RJF. Accordingly, the goodwill arising from the Morgan Keegan acquisition which had been maintained on the Parent’s statement of financial condition was pushed-down to the statement of financial condition of the subsidiary that received the transferred businesses. There was no impact on the Consolidated Statements of Financial Condition associated with these intercompany transfers. See Note 13 for additional information regarding goodwill and identifiable intangible assets.
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Dividends from non-bank subsidiaries
|
$
|
822,996
|
|
|
$
|
433,643
|
|
|
$
|
164,121
|
|
Dividends from bank subsidiary
|
100,000
|
|
|
75,000
|
|
|
100,000
|
|
|||
Interest from subsidiaries
|
1,966
|
|
|
1,876
|
|
|
1,068
|
|
|||
Interest
|
2,510
|
|
|
322
|
|
|
240
|
|
|||
Other, net
|
6,017
|
|
|
7,391
|
|
|
7,762
|
|
|||
Total revenues
|
933,489
|
|
|
518,232
|
|
|
273,191
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Compensation and benefits
|
43,673
|
|
|
38,027
|
|
|
28,214
|
|
|||
Communications and information processing
|
5,029
|
|
|
4,624
|
|
|
3,821
|
|
|||
Occupancy and equipment costs
|
1,005
|
|
|
1,188
|
|
|
1,112
|
|
|||
Business development
|
16,506
|
|
|
12,613
|
|
|
11,684
|
|
|||
Interest
|
78,244
|
|
|
61,122
|
|
|
31,309
|
|
|||
Other
|
9,608
|
|
|
26,716
|
|
|
5,894
|
|
|||
Intercompany allocations and charges
|
(33,115
|
)
|
|
(25,360
|
)
|
|
(28,757
|
)
|
|||
Total expenses
|
120,950
|
|
|
118,930
|
|
|
53,277
|
|
|||
|
|
|
|
|
|
||||||
Income before income tax benefits and equity in undistributed net income of subsidiaries
|
812,539
|
|
|
399,302
|
|
|
219,914
|
|
|||
Income tax benefits
|
(54,047
|
)
|
|
(48,575
|
)
|
|
(11,037
|
)
|
|||
Income before equity in undistributed net income of subsidiaries
|
866,586
|
|
|
447,877
|
|
|
230,951
|
|
|||
Equity in undistributed net income of subsidiaries
|
(499,432
|
)
|
|
(152,008
|
)
|
|
47,402
|
|
|||
Net income
|
$
|
367,154
|
|
|
$
|
295,869
|
|
|
$
|
278,353
|
|
|
|
|
|
|
|
||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Change in unrealized gain on available for sale securities and non-credit portion of other-than-temporary impairment losses
|
—
|
|
|
2
|
|
|
—
|
|
|||
Total comprehensive income
|
$
|
367,154
|
|
|
$
|
295,871
|
|
|
$
|
278,353
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
367,154
|
|
|
$
|
295,869
|
|
|
$
|
278,353
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on investments
|
(11,264
|
)
|
|
(6,286
|
)
|
|
(6,758
|
)
|
|||
(Gain) loss on company-owned life insurance
|
(24,907
|
)
|
|
(22,848
|
)
|
|
3,208
|
|
|||
Equity in undistributed net income of subsidiaries
|
499,432
|
|
|
152,008
|
|
|
(47,402
|
)
|
|||
Other, net
|
(120,340
|
)
|
|
57,221
|
|
|
40,917
|
|
|||
Net change in:
|
|
|
|
|
|
||||||
Intercompany receivables
|
(68,635
|
)
|
|
(35,456
|
)
|
|
(254,735
|
)
|
|||
Other
|
33,584
|
|
|
(266,467
|
)
|
|
12,406
|
|
|||
Intercompany payables
|
(214,415
|
)
|
|
239,669
|
|
|
(6,090
|
)
|
|||
Trade and other
|
10,017
|
|
|
22,034
|
|
|
12,093
|
|
|||
Accrued compensation and benefits
|
148,622
|
|
|
44,156
|
|
|
5,144
|
|
|||
Net cash provided by operating activities
|
619,248
|
|
|
479,900
|
|
|
37,136
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investments in and advances to subsidiaries, net
|
(384,622
|
)
|
|
(278,590
|
)
|
|
(264,000
|
)
|
|||
Purchases of investments, net
|
(171,677
|
)
|
|
3,258
|
|
|
(5,859
|
)
|
|||
Purchase of investments in company-owned life insurance, net
|
(15,017
|
)
|
|
(18,271
|
)
|
|
(12,224
|
)
|
|||
Acquisition of subsidiary
|
—
|
|
|
(1,073,621
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(571,316
|
)
|
|
(1,367,224
|
)
|
|
(282,083
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowed funds, net
|
—
|
|
|
586,860
|
|
|
249,498
|
|
|||
Proceeds from issuance of shares in registered public offering
|
—
|
|
|
362,823
|
|
|
—
|
|
|||
Exercise of stock options and employee stock purchases
|
55,997
|
|
|
33,811
|
|
|
47,383
|
|
|||
Purchase of treasury stock
|
(11,718
|
)
|
|
(20,860
|
)
|
|
(23,111
|
)
|
|||
Dividends on common stock
|
(76,593
|
)
|
|
(68,782
|
)
|
|
(63,090
|
)
|
|||
Net cash (used in) provided by financing activities
|
(32,314
|
)
|
|
893,852
|
|
|
210,680
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
15,618
|
|
|
6,528
|
|
|
(34,267
|
)
|
|||
Cash and cash equivalents at beginning of year
|
259,129
|
|
|
252,601
|
|
|
286,868
|
|
|||
Cash and cash equivalents at end of year
|
$
|
274,747
|
|
|
$
|
259,129
|
|
|
$
|
252,601
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
78,439
|
|
|
$
|
49,155
|
|
|
$
|
25,800
|
|
Cash received for income taxes, net
|
$
|
(100,179
|
)
|
|
$
|
(74,501
|
)
|
|
$
|
(15,613
|
)
|
|
|
|
|
|
|
||||||
Supplemental disclosures of noncash investing activity:
|
|
|
|
|
|
||||||
Investments in subsidiaries
|
$
|
457,048
|
|
|
$
|
153,854
|
|
|
$
|
40,359
|
|
Fiscal year 2013
|
1st Qtr.
|
2nd Qtr.
|
3rd Qtr.
|
4th Qtr.
|
||||||||
|
(in thousands, except per share data)
|
|||||||||||
Revenues
|
$
|
1,137,509
|
|
$
|
1,170,298
|
|
$
|
1,137,728
|
|
$
|
1,150,263
|
|
Net revenues
|
$
|
1,109,488
|
|
$
|
1,143,095
|
|
$
|
1,109,536
|
|
$
|
1,123,308
|
|
Non-interest expenses
|
$
|
962,321
|
|
$
|
983,792
|
|
$
|
980,639
|
|
$
|
964,765
|
|
Income including noncontrolling interests and before provision for income taxes
|
$
|
147,167
|
|
$
|
159,303
|
|
$
|
128,897
|
|
$
|
158,543
|
|
Net income attributable to Raymond James Financial, Inc.
|
$
|
85,874
|
|
$
|
79,960
|
|
$
|
83,862
|
|
$
|
117,458
|
|
Net income per share - basic
(1)
|
$
|
0.62
|
|
$
|
0.57
|
|
$
|
0.60
|
|
$
|
0.84
|
|
Net income per share - diluted
|
$
|
0.61
|
|
$
|
0.56
|
|
$
|
0.59
|
|
$
|
0.82
|
|
Dividends declared per share
|
$
|
0.14
|
|
$
|
0.14
|
|
$
|
0.14
|
|
$
|
0.14
|
|
Fiscal year 2012
|
1st Qtr.
|
2nd Qtr.
|
3rd Qtr.
|
4th Qtr.
|
||||||||
|
(in thousands, except per share data)
|
|||||||||||
Revenues
|
$
|
798,817
|
|
$
|
889,853
|
|
$
|
1,115,762
|
|
$
|
1,093,468
|
|
Net revenues
|
$
|
782,777
|
|
$
|
871,937
|
|
$
|
1,086,208
|
|
$
|
1,065,609
|
|
Non-interest expenses
|
$
|
678,129
|
|
$
|
764,035
|
|
$
|
948,217
|
|
$
|
948,229
|
|
Income including noncontrolling interests and before provision for income taxes
|
$
|
104,648
|
|
$
|
107,902
|
|
$
|
137,991
|
|
$
|
117,380
|
|
Net income attributable to Raymond James Financial, Inc.
|
$
|
67,325
|
|
$
|
68,869
|
|
$
|
76,350
|
|
$
|
83,325
|
|
Net income per share - basic
(1)
|
$
|
0.53
|
|
$
|
0.52
|
|
$
|
0.55
|
|
$
|
0.60
|
|
Net income per share - diluted
|
$
|
0.53
|
|
$
|
0.52
|
|
$
|
0.55
|
|
$
|
0.60
|
|
Dividends declared per share
|
$
|
0.13
|
|
$
|
0.13
|
|
$
|
0.13
|
|
$
|
0.13
|
|
(1)
|
Due to rounding the quarterly results do not sum to the total for the year.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial Statements and Schedules
|
(b)
|
Exhibit listing
|
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 as filed with Form 10-K 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 29, 2012, incorporated by reference to Exhibit 3.2 as filed with Form 8-K on November 30, 2012.
|
|
|
|
4.1
|
|
Description of Capital Stock, incorporated by reference to Exhibit 4.1 as filed with Form 10-Q on August 10, 2009.
|
|
|
|
4.2.1
|
|
Indenture, dated as of August 10, 2009 (for senior debt securities) between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.2 as filed with Form 10-Q on August 10, 2009.
|
|
|
|
4.2.2
|
|
First Supplemental Indenture, dated as of August 20, 2009 (for senior debt securities) between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 as filed with Form 8-K on August 20, 2009.
|
|
|
|
4.2.3
|
|
Second Supplemental Indenture, dated as of April 11, 2011 (for senior debt securities) between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 as filed with Form 8-K on April 11, 2011.
|
|
|
|
4.2.4
|
|
Third Supplemental Indenture, dated as of March 7, 2012 (for senior debt securities), between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 as filed with Form 8-K on March 7, 2012.
|
|
|
|
4.2.5
|
|
Fourth Supplemental Indenture, dated as of March 26, 2012 (for senior debt securities), between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 as filed with Form 8-K on March 26, 2012.
|
|
|
|
10.1
|
*
|
Raymond James Financial, Inc. 2002 Incentive Stock Option Plan effective February 14, 2002, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8, No. 333-98537, filed August 22, 2002.
|
|
|
|
10.2
|
|
Mortgage Agreement for $75 million dated as of December 13, 2002 incorporated by reference to Exhibit No. 10 as filed with Form 10-K on December 23, 2002.
|
|
|
|
10.3
|
*
|
Raymond James Financial, Inc. Stock Option Plan for Key Management Personnel effective November 21, 1996, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8, No. 333-103277, filed February 18, 2003.
|
|
|
|
10.4
|
|
Form of Indemnification Agreement with Directors, incorporated by reference to Exhibit 10.18 as filed with Form 10-K on December 8, 2004.
|
|
|
|
10.5
|
*
|
Raymond James Financial, Inc. Amended Stock Option Plan for Outside Directors, incorporated by reference to Exhibit 10 as filed with Form 10-Q on February 9, 2006.
|
|
|
|
10.6
|
|
The 2007 Raymond James Financial, Inc. Stock Option Plan for Independent Contractors effective February 15, 2007, incorporated by reference to Appendix C to Definitive Proxy Statement for the Annual Meeting of Shareholders held February 15, 2007, filed January 16, 2007.
|
|
|
|
10.7
|
*
|
Composite Version of 2003 Raymond James Financial, Inc. Employee Stock Purchase Plan, as amended and restated, incorporated by reference to Appendix B to Definitive Proxy Statement for the Annual Meeting of Shareholders held February 19, 2009, filed on January 12, 2009.
|
|
|
|
10.8
|
*
|
Letter agreement dated February 25, 2009 between Raymond James Financial, Inc. and Paul Reilly, incorporated by reference to Exhibit No. 10.14 as filed with Form 8-K on March 3, 2009.
|
|
|
|
10.9
|
*
|
Agreement dated December 23, 2009, between Raymond James Financial, Inc. and Thomas A. James regarding service as Chairman of the Board after his retirement as Chief Executive Officer, incorporated by reference to Exhibit 10.15 as filed with Form 10-Q on February 9, 2010.
|
|
|
|
10.10.1
|
*
|
Amended and Restated 2007 Raymond James Financial, Inc. Stock Bonus Plan (as amended and restated effective December 10, 2010), incorporated by reference to Exhibit 10.16.1 as filed with Form 10-Q on February 8, 2011.
|
|
|
|
Exhibit Number
|
|
Description
|
10.17
|
*
|
Employment Agreement, dated January 11, 2012, as amended and restated as of April 20, 2012, by and between Raymond James Financial, Inc. and John C. Carson, Jr., incorporated by reference to Exhibit 10.1 as filed with Form 8-K on April 25, 2012.
|
|
|
|
10.18
|
|
Revolving Credit Agreement, dated as of November 14, 2012, by Regions Bank and RJ Securities, Inc., incorporated by reference to Exhibit 10.23 as filed with Form 8-K on November 16, 2012.
|
|
|
|
10.19
|
*
|
Raymond James Financial, Inc. Voluntary Deferred Compensation Plan effective January 1, 2013, including the related Non-Qualified Deferred Compensation Plan Summary, incorporated by reference to Exhibit 10.24 as filed with Form 10-Q on February 8, 2013.
|
|
|
|
10.20
|
*
|
Form of Raymond James Financial, Inc. Restricted Cash Agreement dated as of March 31, 2013, incorporated by reference to Exhibit 99.1 as filed with Form 8-K on March 20, 2013.
|
|
|
|
11
|
|
Computation of Earnings per Share is set forth in Note 27 of the Notes to Consolidated Financial Statements in this Form 10-K.
|
|
|
|
12
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends, filed herewith.
|
|
|
|
14.1
|
|
Code of Ethics for Senior Financial Officers as amended on August 23, 2007, incorporated by reference to Exhibit 14.1 as filed with Form 10-K on November 28, 2008.
|
|
|
|
14.2
|
|
Business Ethics and Corporate Policy as amended on November 27, 2007, incorporated by reference to Exhibit 14.2 as filed with Form 10-K on November 29, 2007.
|
|
|
|
21
|
|
List of Subsidiaries, filed herewith.
|
|
|
|
23
|
|
Consent of KPMG LLP, filed herewith.
|
|
|
|
31.1
|
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), filed herewith.
|
|
|
|
31.2
|
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), filed herewith.
|
|
|
|
32
|
|
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
|
|
|
|
99.(i).1
|
|
Charter of the Audit Committee of the Board of Directors as revised on November 28, 2012, incorporated by reference to Exhibit 99.(i).1 as filed with Form 10-Q on May 9, 2013.
|
|
|
|
99.(i).2
|
|
Charter of the Corporate Governance, Nominating and Compensation Committee as revised on February 22, 2013, incorporated by reference to Exhibit 99.(i).2 as filed with Form 10-Q on May 9, 2013.
|
|
|
|
99.(i).3
|
|
Raymond James Financial, Inc. Corporate Governance Principles as revised on February 22, 2013, incorporated by reference to Exhibit 99.(i).3 as filed with Form 10-Q on May 9, 2013.
|
RAYMOND JAMES FINANCIAL, INC.
|
|
By /s/ PAUL C. REILLY
|
Paul C. Reilly, Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ PAUL C. REILLY
|
Chief Executive Officer and Director
|
November 26, 2013
|
Paul C. Reilly
|
|
|
|
|
|
/s/ THOMAS A. JAMES
|
Executive Chairman and Director
|
November 26, 2013
|
Thomas A. James
|
|
|
|
|
|
/s/ SHELLEY G. BROADER
|
Director
|
November 26, 2013
|
Shelley G. Broader
|
|
|
|
|
|
/s/ FRANCIS S. GODBOLD
|
Vice Chairman and Director
|
November 26, 2013
|
Francis S. Godbold
|
|
|
|
|
|
/s/ H. WILLIAM HABERMEYER, JR
|
Director
|
November 26, 2013
|
H. William Habermeyer, Jr.
|
|
|
|
|
|
/s/ CHET B. HELCK
|
Executive Vice President and Director
|
November 26, 2013
|
Chet B. Helck
|
|
|
|
|
|
/s/ GORDON L. JOHNSON
|
Director
|
November 26, 2013
|
Gordon L. Johnson
|
|
|
|
|
|
/s/ ROBERT P. SALTZMAN
|
Director
|
November 26, 2013
|
Robert P. Saltzman
|
|
|
|
|
|
/s/ HARDWICK SIMMONS
|
Director
|
November 26, 2013
|
Hardwick Simmons
|
|
|
|
|
|
/s/ SUSAN N. STORY
|
Director
|
November 26, 2013
|
Susan N. Story
|
|
|
|
|
|
/s/ JEFFREY P. JULIEN
|
Executive Vice President - Finance,
|
November 26, 2013
|
Jeffrey P. Julien
|
Chief Financial Officer and Treasurer
|
|
|
|
|
/s/ JENNIFER C. ACKART
|
Senior Vice President and Controller
|
November 26, 2013
|
Jennifer C. Ackart
|
(Principal Accounting Officer)
|
|
(b)
|
Participant Accounts
.
|
•
|
In the event the Grantee’s Continuous Service terminates due to death or Disability, 100% of the Shares subject to the Option shall become vested and exercisable immediately prior to such termination of Continuous Service.
|
•
|
In the event of the Grantee’s Retirement, 100% of the Shares subject to the Option shall become vested and exercisable immediately prior to such termination of Continuous Service.
|
•
|
In the event of a Corporate Transaction or Change in Control, the Option will be subject to the terms and conditions of Section 11 of the Plan.
|
Submitted by:
|
GRANTEE:
|
|
(Signature)
|
Address
:
|
|
|
•
|
In the event of the Grantee’s death or Disability, 100% of the unvested Units subject to the Award shall vest immediately prior to the Grantee’s death or Disability and the Restricted Period will expire.
|
•
|
In the event of the Grantee’s Retirement, the unvested Units subject to the Award shall vest on a pro-rated basis
and the Restricted Period will expire with respect to such Units on the one-year anniversary of the Grantee’s Retirement after satisfaction of the non-compete provision set forth below (the violation of which shall result in the immediate forfeiture of any unvested Units). For this purpose, the pro-rated amount of Units that may vest will be determined by comparing the Grantee’s completed, full years of service, if any, since the Date of Award to the vesting schedule set forth above (unless an underlying contract with the Grantee provides for a different pro-ration method, in which case, the pro-rated amount of Units that may vest in accordance with this paragraph will be determined in accordance with such underlying contract). Any unvested Restricted Stock Units that could not vest in accordance with this paragraph shall be immediately forfeited upon the Grantee’s Retirement. The remaining unvested Restricted Stock Units shall vest or be forfeited upon the one-year anniversary of the Grantee’s Retirement depending on whether the Grantee has satisfied the non-compete provision set forth below. Notwithstanding the preceding sentence, if a Corporate Transaction or Change in Control occurs prior to the one-year anniversary of the Grantee’s Retirement, the remaining unvested Restricted Stock Units shall vest immediately prior to the specified effective date of such Corporate Transaction or Change in Control. For purposes of this paragraph, the Grantee shall be deemed to have not satisfied the non-compete provision if the Grantee, within one year after the date of Retirement:
|
◦
|
discloses the list of the Company's or a Related Entity’s customers or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever; or
|
◦
|
discloses to any person, firm, corporation, association, or other entity any information regarding the Company's or a Related Entity’s general business practices or procedures, methods of sale, list of products, personnel information and any other valuable confidential business or professional information unique to the Company's or a Related Entity’s business; or
|
◦
|
owns more than five per cent (5%) of, manages, operates, controls, is employed by, acts as an agent for, participates in or is connected in any manner with the ownership, management, operation or control of any business which is engaged in any business which is competitive to the business of the Company or a Related Entity; and are located within a radius of 100 miles of any location where the Grantee was employed or which was under the supervision, management or control of the Grantee; or
|
◦
|
solicits or calls either for himself/herself or any other person or firm, any of the customers of the Company or a Related Entity on whom the Grantee called, with whom the Grantee became acquainted, or of whom the Grantee learned of during his/her employment; or
|
◦
|
solicits any of the employees or agents of the Company or a Related Entity to terminate their employment or relationship with the Company or a Related Entity.
|
•
|
In the event of a Corporate Transaction or Change in Control, the Units will be subject to the terms and conditions of Section 11 of the Plan.
|
•
|
In the event of the Grantee’s death or Disability, 100% of the unvested Units subject to the Award shall vest immediately prior to the Grantee’s death or Disability and the Restricted Period will expire.
|
•
|
In the event of the Grantee’s Retirement, 100% of the unvested Units subject to the Award shall vest immediately prior to the Grantee’s Retirement, provided that Shares shall not be issuable for such accelerated Units (and any dividend equivalents) until the date the Restricted Period would have otherwise lapsed in accordance with the vesting schedule set forth above or, if later, the date provided by Section 3(c) of the Agreement.
|
•
|
In the event of a Corporate Transaction or Change in Control, the Units will be subject to the terms and conditions of Section 11 of the Plan. For purposes of Section 11 of the Plan, this Award was granted in lieu of a cash payment for all or a portion of the Grantee’s annual bonus.
|
•
|
In the event the Grantee involuntarily incurs a Separation from Service other than for Cause or due to a Performance-Related Termination, 100% of the unvested Units subject to the Award shall vest immediately prior to the Grantee’s Separation from Service and the Restricted Period will expire. For purposes of this Agreement, a “Performance-Related Termination” shall mean the Company’s termination of a Participant’s employment or other service due to a documented issue related to the Participant’s performance, as determined by the Company in its sole discretion.
|
•
|
In the event the Grantee involuntarily incurs a Separation from Service due to a Performance-Related Termination, the unvested Units subject to the Award shall vest on a pro-rated basis immediately prior to the Grantee’s Separation from Service and the Restricted Period will expire. For this purpose, the pro-rated amount of Units that may vest will be determined by comparing the Grantee’s completed, full years of service, if any, since the Date of Award to the vesting schedule set forth above (unless an underlying contract with the Grantee provides for a different pro-ration method, in which case, the pro-rated amount of Units that may vest in accordance with this paragraph will be determined in accordance with such underlying contract). Any unvested Restricted Stock Units that do not vest in accordance with this paragraph shall be immediately forfeited.
|
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
|
|||||||||||||||
(in thousands, except ratio of earnings to fixed charges and preferred stock dividends)
|
|||||||||||||||
|
|
|
|||||||||||||
|
Year ended September 30,
|
||||||||||||||
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
||||||||||
Pre-tax income excluding noncontrolling interests
|
$
|
564,187
|
|
$
|
471,525
|
|
$
|
461,247
|
|
$
|
361,908
|
|
$
|
248,774
|
|
Fixed charges
|
140,708
|
|
115,992
|
|
84,557
|
|
81,250
|
|
75,369
|
|
|||||
Less: preferred stock dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Earnings
|
$
|
704,895
|
|
$
|
587,517
|
|
$
|
545,804
|
|
$
|
443,158
|
|
$
|
324,143
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
109,159
|
|
$
|
90,389
|
|
$
|
65,351
|
|
$
|
62,564
|
|
$
|
56,921
|
|
Estimated interest portion within rental expense
|
30,337
|
|
24,623
|
|
18,727
|
|
18,399
|
|
18,416
|
|
|||||
Amortization of debt issuance cost
|
1,212
|
|
980
|
|
479
|
|
287
|
|
32
|
|
|||||
Preferred stock dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total fixed charges
|
$
|
140,708
|
|
$
|
115,992
|
|
$
|
84,557
|
|
$
|
81,250
|
|
$
|
75,369
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges and preferred stock dividends
|
5.01
|
|
5.07
|
|
6.45
|
|
5.45
|
|
4.30
|
|
Entity Name
|
State/Country of Incorporation
|
Subsidiary or Joint Venture of
|
0891623 B.C. Unlimited Liability Company
|
Canada
|
7597410 Canada Inc.
|
656948 British Columbia Ltd.
|
Canada
|
RJ Canada, Inc.
|
7597410 Canada Inc.
|
Canada
|
RJ Canada, Inc.
|
Albrecht & Associates of Delaware, Inc.
|
Delaware
|
MK Holding, Inc.
|
Eagle Asset Management, Inc.
|
Florida
|
RJF
|
EB Management I, LLC
|
Florida
|
EAGLE
|
Eagle Boston Investment Management, Inc.
|
Florida
|
EAGLE
|
Eagle Fund Distributors, Inc.
|
Florida
|
EAGLE
|
Eagle Fund Services, Inc.
|
Florida
|
EAGLE
|
Former WT, Inc.
|
Tennessee
|
MK Holding, Inc.
|
Gateway Institutional Tax Credit Fund Ltd.
|
Florida
|
RJTCF
|
Lane, Berry & Co. International, LLC (merged into Planning Corporation of America ("PCA") with PCA surviving, effective October 1, 2013)
|
Massachusetts
|
RJF
|
HBI Investment Funds, LLC
|
Illinois
|
Howe Barnes
|
Heritage International Limited
|
Mauritius
|
RJIH
|
Howe Barnes Capital Management, Inc.
|
Illinois
|
Howe Barnes
|
Howe Barnes Hoefer & Arnett, Inc.
|
Delaware
|
RJF
|
Merchant Bankers, Inc.
|
Tennessee
|
MK Holding, Inc.
|
MK Asset, Inc.
|
Delaware
|
Morgan Keegan & Company, LLC
|
MK Holding, Inc.
|
Alabama
|
RJF
|
MK Investment Management, Inc.
|
Delaware
|
MK Holding, Inc.
|
MK Mezzanine Management, LLC
|
Delaware
|
Morgan Properties, LLC
|
MK Preferred Employee Securities Fund, LLC
|
Delaware
|
Morgan Keegan Fund Management, Inc.
|
Morgan Keegan & Company, LLC
|
Tennessee
|
RJF
|
Morgan Keegan & Associates, LLC
|
Delaware
|
MK Holding, Inc.
|
Morgan Keegan Capital Services, LLC
|
Delaware
|
MK Holding, Inc.
|
Morgan Keegan Employee Investment Fund, LP
|
Delaware
|
Merchant Bankers, Inc.
|
Morgan Keegan Financial Services, LLC
|
Delaware
|
MK Holding, Inc.
|
Morgan Keegan Fund Management, Inc.
|
Tennessee
|
MK Holding, Inc.
|
Morgan Keegan Investment Partners Fund, LP
|
Delaware
|
MK Investment Management, Inc.
|
Morgan Keegan Mezzanine Fund, LP
|
Delaware
|
MK Mezzanine Management, LLC
|
Morgan Keegan Mortgage Company, Inc.
|
Tennessee
|
MK Holding, Inc.
|
Morgan Keegan Municipal Products, Inc.
|
Tennessee
|
MK Holding, Inc.
|
Morgan Keegan Private Equity Employee Fund of Funds II, LP
|
Delaware
|
MK Investment Management, Inc.
|
Morgan Keegan Private Equity Fund of Funds II, LP
|
Delaware
|
MK Investment Management, Inc.
|
Morgan Keegan Private Equity Fund of Funds II Blocker, LLC
|
Delaware
|
Morgan Keegan Private Equity QP Fund of Funds II, LP; Morgan Keegan Private Equity Fund of Funds II, LP; Morgan Keegan Private Equity Employee Fund of Funds II, LP
|
Morgan Keegan Private Equity Fund of Funds II Holdings, LP
|
Delaware
|
Morgan Keegan Private Equity QP Fund of Funds II, LP; Morgan Keegan Private Equity Fund of Funds II, LP; Morgan Keegan Private Equity Employee Fund of Funds II, LP;Morgan Keegan Private Equity Fund of Funds II Blocker, LLC
|
Morgan Keegan Private Equity QP Fund of Funds II, LP
|
Delaware
|
MK Investment Management, Inc.
|
Morgan Keegan Structured Products, Inc. (effective October 16, 2013 known as Raymond James Structured Products, Inc.)
|
Delaware
|
MK Holding, Inc.
|
Morgan Properties, LLC
|
Tennessee
|
Raymond James Investments, LLC
|
|
Date:
|
November 26, 2013
|
|
/s/ PAUL C. REILLY
|
|
Paul C. Reilly
|
|
Chief Executive Officer
|
|
Date:
|
November 26, 2013
|
|
/s/ JEFFREY P. JULIEN
|
|
Jeffrey P. Julien
|
|
Executive Vice President - Finance,
|
|
Chief Financial Officer and Treasurer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ PAUL C. REILLY
|
|
Paul C. Reilly
|
|
Chief Executive Officer
|
|
November 26, 2013
|
|
/s/ JEFFREY P. JULIEN
|
|
Jeffrey P. Julien
|
|
Executive Vice President - Finance,
|
|
Chief Financial Officer and Treasurer
|
|
November 26, 2013
|