FAIR VALUE

6 Months Ended

Mar. 31, 2020

Our “Financial instruments owned” and “Financial instruments sold but not yet purchased” on our Condensed Consolidated Statements of Financial Condition are recorded at fair value under GAAP. For further information about such instruments and our significant accounting policies related to fair value, see Note 2 and Note 4 of our 2019 Form 10-K. The following tables present assets and liabilities measured at fair value on a recurring basis. Netting adjustments represent the impact of counterparty and collateral netting on our derivative balances included on our Condensed Consolidated Statements of Financial Condition. See Note 5 for additional information.



$ in millions	Level 1		Level 2		Level 3		Netting adjustments			Balance as of March 31, 2020
Assets at fair value on a recurring basis:
Trading instruments
Municipal and provincial obligations	$	—	$	14	$	—	$	—		$	14
Corporate obligations	12		9		—		—			21
Government and agency obligations	30		28		—		—			58
Agency mortgage-backed securities (“MBS”) and collateralized mortgage obligations (“CMOs”)	—		281		—		—			281
Non-agency CMOs and asset-backed securities (“ABS”)	—		17		—		—			17
Total debt securities	42		349		—		—			391
Equity securities	9		—		—		—			9
Brokered certificates of deposit	—		24		—		—			24
Other	—		—		21		—			21
Total trading instruments	51		373		21		—			445
Available-for-sale securities ⁽¹⁾	16		4,249		—		—			4,265
Derivative assets
Interest rate - matched book	—		351		—		—			351
Interest rate - other	93		266		—		(263		)	96
Total derivative assets	93		617		—		(263		)	447
Other investments - private equity - not measured at net asset value (“NAV”)	—		—		30		—			30
All other investments	192		1		22		—			215
Subtotal	352		5,240		73		(263		)	5,402
Other investments - private equity - measured at NAV										71
Total assets at fair value on a recurring basis	$	352	$	5,240	$	73	$	(263	)	$	5,473

Liabilities at fair value on a recurring basis:
Trading instruments sold but not yet purchased
Municipal and provincial obligations	$	1	$	—	$	—	$	—		$	1
Corporate obligations	1		7		—		—			8
Government and agency obligations	6		—		—		—			6
Non-agency CMOs and ABS	—		6		—		—			6
Total debt securities	8		13		—		—			21
Equity securities	3		—		—		—			3
Other	—		—		—		—			—
Total trading instruments sold but not yet purchased	11		13		—		—			24
Derivative liabilities
Interest rate - matched book	—		351		—		—			351
Interest rate - other	102		185		—		(218		)	69
Foreign exchange	—		6		—		—			6
Equity	—		1		—		—			1
Total derivative liabilities	102		543		—		(218		)	427
Total liabilities at fair value on a recurring basis	$	113	$	556	$	—	$	(218	)	$	451


(1)	Substantially all of our available-for-sale securities consist of agency MBS and CMOs. See Note 4 for further information.



$ in millions	Level 1		Level 2		Level 3		Netting adjustments			Balance as of September 30, 2019
Assets at fair value on a recurring basis:
Trading instruments
Municipal and provincial obligations	$	—	$	267	$	—	$	—		$	267
Corporate obligations	8		95		—		—			103
Government and agency obligations	12		67		—		—			79
Agency MBS and CMOs	—		147		—		—			147
Non-agency CMOs and ABS	—		51		—		—			51
Total debt securities	20		627		—		—			647
Equity securities	12		1		—		—			13
Brokered certificates of deposit	—		45		—		—			45
Other	—		—		3		—			3
Total trading instruments	32		673		3		—			708
Available-for-sale securities ⁽¹⁾	10		3,083		—		—			3,093
Derivative assets
Interest rate - matched book	—		280		—		—			280
Interest rate - other	3		182		—		(127		)	58
Total derivative assets	3		462		—		(127		)	338
Other investments - private equity - not measured at NAV	—		—		63		—			63
All other investments	194		1		24		—			219
Subtotal	239		4,219		90		(127		)	4,421
Other investments - private equity - measured at NAV										83
Total assets at fair value on a recurring basis	$	239	$	4,219	$	90	$	(127	)	$	4,504

Liabilities at fair value on a recurring basis:
Trading instruments sold but not yet purchased
Corporate obligations	$	2	$	20	$	—	$	—		$	22
Government and agency obligations	269		—		—		—			269
Total debt securities	271		20		—		—			291
Equity securities	4		—		—		—			4
Other	—		—		1		—			1
Total trading instruments sold but not yet purchased	275		20		1		—			296
Derivative liabilities
Interest rate - matched book	—		280		—		—			280
Interest rate - other	4		142		—		(121		)	25
Foreign exchange	—		2		—		—			2
Equity	—		6		—		—			6
Total derivative liabilities	4		430		—		(121		)	313
Total liabilities at fair value on a recurring basis	$	279	$	450	$	1	$	(121	)	$	609


(1)	Substantially all of our available-for-sale securities consist of agency MBS and CMOs. See Note 4 for further information.

Level 3 recurring fair value measurements

The following tables present the changes in fair value for Level 3 assets and liabilities measured at fair value on a recurring basis. The realized and unrealized gains and losses in the tables may include changes in fair value that were attributable to both observable and unobservable inputs. In the following tables, gains/(losses) on trading instruments are reported in “Principal transactions” and gains/(losses) on other investments are reported in “Other” revenues.



Three months ended March 31, 2020 Level 3 instruments at fair value
	Financial assets									Financial liabilities
	Trading instruments			Other investments						Trading instruments
$ in millions	Other			Private equity investments			All other			Other
Fair value beginning of period	$	19		$	62		$	24		$	(1	)
Total gains/(losses) included in earnings	3			(32		)	(2		)	—
Purchases and contributions	22			—			—			1
Sales and distributions	(23		)	—			—			—
Transfers:
Into Level 3	—			—			—			—
Out of Level 3	—			—			—			—
Fair value end of period	$	21		$	30		$	22		$	—
Unrealized gains/(losses) for the period included in earnings for instruments held at the end of the reporting period	$	5		$	(32	)	$	(2	)	$	—



Six months ended March 31, 2020 Level 3 instruments at fair value
	Financial assets									Financial liabilities
	Trading instruments			Other investments						Trading instruments
$ in millions	Other			Private equity investments			All other			Other
Fair value beginning of period	$	3		$	63		$	24		$	(1	)
Total gains/(losses) included in earnings	3			(32		)	(2		)	—
Purchases and contributions	53			—			—			2
Sales and distributions	(38		)	(1		)	—			(1		)
Transfers:
Into Level 3	—			—			—			—
Out of Level 3	—			—			—			—
Fair value end of period	$	21		$	30		$	22		$	—
Unrealized gains/(losses) for the period included in earnings for instruments held at the end of the reporting period	$	5		$	(32	)	$	(2	)	$	—



Three months ended March 31, 2019 Level 3 instruments at fair value
	Financial assets							Financial liabilities
	Trading instruments			Other investments				Trading instruments
$ in millions	Other			Private equity investments		All other		Other
Fair value beginning of period	$	3		$	59	$	67	$	(4	)
Total gains/(losses) included in earnings	(1		)	—		—		—
Purchases and contributions	22			—		—		4
Sales and distributions	(22		)	—		—		(7		)
Transfers:
Into Level 3	—			—		—		—
Out of Level 3	—			—		—		—
Fair value end of period	$	2		$	59	$	67	$	(7	)
Unrealized gains/(losses) for the period included in earnings for instruments held at the end of the reporting period	$	1		$	—	$	—	$	—



Six months ended March 31, 2019 Level 3 instruments at fair value
	Financial assets							Financial liabilities
	Trading instruments			Other investments				Trading instruments
$ in millions	Other			Private equity investments		All other		Other
Fair value beginning of period	$	1		$	56	$	67	$	(7	)
Total gains/(losses) included in earnings	—			—		—		2
Purchases and contributions	60			3		—		9
Sales and distributions	(59		)	—		—		(11		)
Transfers:
Into Level 3	—			—		—		—
Out of Level 3	—			—		—		—
Fair value end of period	$	2		$	59	$	67	$	(7	)
Unrealized gains/(losses) for the period included in earnings for instruments held at the end of the reporting period	$	—		$	—	$	—	$	—

The net unrealized losses on our Level 3 private equity investments for the three and six months ended March 31, 2020 were primarily driven by the negative impact of the coronavirus (“COVID-19”) pandemic on certain of our investments.

As of March 31, 2020, 11% of our assets and 1% of our liabilities were measured at fair value on a recurring basis. In comparison, as of September 30, 2019, 12% of our assets and 2% of our liabilities were measured at fair value on a recurring basis. As of March 31, 2020 and September 30, 2019, instruments measured at fair value on a recurring basis categorized as Level 3 represented 1% and 2%, respectively, of our assets measured at fair value.

Quantitative information about level 3 fair value measurements

The following tables present the valuation techniques and significant unobservable inputs used in the valuation of certain of our private equity investments classified as level 3. These inputs represent those that a market participant would take into account when pricing these instruments. Weighted averages are calculated by weighting each input by the relative fair value of the related financial instrument. Certain investments are valued initially at transaction price and updated as other investment-specific events take place which indicate that a change in the carrying values of these investments is appropriate. Other investment-specific events include such events as our periodic review, significant transactions occur or new developments become known.



Recurring measurements	Fair value at March 31, 2020		Valuation technique(s)	Unobservable input	Range (weighted-average)
$ in millions
Other investments - private equity investments (not measured at NAV)	$	30	Discounted cash flow, transaction price or other investment-specific events	Discount rate	25	%
				Terminal earnings before interest, tax, depreciation and amortization (“EBITDA”) multiple	9.0x
				Terminal year	2021 - 2042 (2024)
	Fair value at September 30, 2019
Other investments - private equity investments (not measured at NAV)	$	63	Discounted cash flow, transaction price or other investment-specific events	Discount rate	25	%
				Terminal EBITDA multiple	12.5x
				Terminal year	2021 - 2042 (2022)

Qualitative information about unobservable inputs

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

Private equity investments

The significant unobservable inputs used in the fair value measurement of private equity investments generally relate to the financial performance of the investment entity and the market’s required return on investments from entities in industries in which we hold investments. Increases in the discount rate would have resulted in a lower fair value measurement. Increases in the terminal EBITDA multiple would have resulted in a higher fair value measurement. Increases in the terminal year are dependent upon each investment’s strategy, but generally result in a lower fair value measurement.

Investments in private equity measured at net asset value per share

As more fully described in Note 2 of our 2019 Form 10-K, as a practical expedient, we utilize NAV or its equivalent to determine the recorded value of a portion of our private equity investments portfolio. We utilize NAV when the fund investment does not have a readily determinable fair value and the NAV of the fund is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the investments at fair value.

Our private equity portfolio includes various direct investments, as well as investments in third-party private equity funds and various legacy private equity funds which we sponsor. The portfolio is primarily invested in a broad range of industries including leveraged buyouts, growth capital, distressed capital, venture capital and mezzanine capital. Due to the closed-end nature of certain of our fund investments, such investments cannot be redeemed directly with the funds. Our investment is monetized by distributions received through the liquidation of the underlying assets of those funds, the timing of which is uncertain.

The following table presents the recorded value and unfunded commitments related to our private equity investments portfolio.



$ in millions	Recorded value		Unfunded commitment
March 31, 2020
Private equity investments measured at NAV	$	71	$	12
Private equity investments not measured at NAV	30
Total private equity investments	$	101

September 30, 2019
Private equity investments measured at NAV	$	83	$	15
Private equity investments not measured at NAV	63
Total private equity investments	$	146

Of the total private equity investments, the portions we owned were $79 million and $99 million as of March 31, 2020 and September 30, 2019, respectively. The portions of the private equity investments we did not own were $22 million and $47 million as of March 31, 2020 and September 30, 2019, respectively, and were included as a component of noncontrolling interests on our Condensed Consolidated Statements of Financial Condition.

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

Financial instruments measured at fair value on a nonrecurring basis

The following table presents assets measured at fair value on a nonrecurring basis along with the valuation techniques and significant unobservable inputs used in the valuation of the assets classified as level 3. These inputs represent those that a market participant would take into account when pricing these instruments. Weighted averages are calculated by weighting each input by the relative fair value of the related financial instrument.



$ in millions	Level 2		Level 3		Total fair value		Valuation technique(s)	Unobservable input	Range (weighted-average)
March 31, 2020
Bank loans, net:
Impaired loans: residential	$	4	$	14	$	18	Discounted cash flow	Prepayment rate	7 yrs. - 12 yrs. (10.4 yrs.)
Impaired loans: corporate	$	—	$	10	$	10	Collateral or discounted cash flow ⁽¹⁾	Not meaningful ⁽¹⁾	Not meaningful ⁽¹⁾
Loan held for sale	$	67	$	—	$	67	N/A	N/A	N/A
Other assets: other real estate owned	$	2	$	—	$	2	N/A	N/A	N/A

September 30, 2019
Bank loans, net:
Impaired loans: residential	$	7	$	14	$	21	Discounted cash flow	Prepayment rate	7 yrs. - 12 yrs. (10.4 yrs.)
Impaired loans: corporate	$	—	$	21	$	21	Collateral or discounted cash flow ⁽¹⁾	Not meaningful ⁽¹⁾	Not meaningful ⁽¹⁾
Loan held for sale	$	66	$	—	$	66	N/A	N/A	N/A
Other assets: other real estate owned	$	1	$	—	$	1	N/A	N/A	N/A


(1)	The valuation techniques used for the corporate loans are based on collateral value less selling costs for the collateral dependent loans and discounted cash flows for impaired loans that are not collateral dependent.

Financial instruments not recorded at fair value

Many, but not all, of the financial instruments we hold were recorded at fair value on the Condensed Consolidated Statements of Financial Condition. The following table presents the estimated fair value and fair value hierarchy of financial assets and liabilities that are not recorded at fair value in accordance with GAAP on the Condensed Consolidated Statements of Financial Condition at March 31, 2020 and September 30, 2019. This table excludes financial instruments that are carried at amounts which approximate fair value. Refer to Note 4 of our 2019 Form 10-K for a discussion of the fair value hierarchy classification of our financial instruments that are not recorded at fair value.



$ in millions	Level 2		Level 3		Total estimated fair value		Carrying amount
March 31, 2020
Financial assets:
Bank loans, net	$	56	$	21,823	$	21,879	$	21,693
Financial liabilities:
Bank deposits - certificates of deposit	$	—	$	1,191	$	1,191	$	1,150
Senior notes payable	$	2,208	$	—	$	2,208	$	2,044

September 30, 2019
Financial assets:
Bank loans, net	$	75	$	20,710	$	20,785	$	20,783
Financial liabilities:
Bank deposits - certificates of deposit	$	—	$	617	$	617	$	605
Senior notes payable	$	1,760	$	—	$	1,760	$	1,550

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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