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Form 10-K Raymond James Financial, Inc

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Form 10-K Raymond James Financial, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9109 RAYMOND JAMES FINANCIAL, INC. (Exact name of registrant as specified in its charter) Florida 59-1517485 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 880 Carillon Parkway St. Petersburg Florida 33716 (Address of principal executive offices) (Zip Code) (727) 567-1000 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.01 par value RJF New York Stock Exchange Securities registered pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T (Section 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of March 29, 2019, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant computed by reference to the price at which the common stock was last sold was $10,125,195,760. The number of shares outstanding of the registrant’s common stock as of November 25, 2019 was 138,723,230. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held February 20, 2020 are incorporated by reference into Part III. RAYMOND JAMES FINANCIAL, INC. TABLE OF CONTENTS PAGE PART I. Item 1. Business 3 Item 1A. Risk factors 16 Item 1B. Unresolved staff comments 29 Item 2. Properties 29 Item 3. Legal proceedings 29 Item 4. Mine safety disclosures 30 PART II. Item 5. Market for registrant’s common equity, related shareholder matters and issuer purchases of equity securities 30 Item 6. Selected financial data 32 Item 7. Management’s discussion and analysis of financial condition and results of operations 33 Item 7A. Quantitative and qualitative disclosures about market risk 70 Item 8. Financial statements and supplementary data 71 Item 9. Changes in and disagreements with accountants on accounting and financial disclosure 144 Item 9A. Controls and procedures 144 Item 9B. Other information 147 PART III. Item 10. Directors, executive officers and corporate governance 147 Item 11. Executive compensation 147 Item 12. Security ownership of certain beneficial owners and management and related shareholder matters 147 Item 13. Certain relationships and related transactions, and director independence 147 Item 14. Principal accountant fees and services 147 PART IV. Item 15. Exhibits and financial statement schedules 147 Signatures 151 2 RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES PART I ITEM 1. BUSINESS Raymond James Financial, Inc. (“RJF,” the “firm” or the “Company”) is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. The firm, together with its subsidiaries, is engaged in various financial services activities, including providing investment management services for retail and institutional clients, the underwriting, distribution, trading and brokerage of equity and debt securities and the sale of mutual funds and other investment products. The firm also provides corporate and retail banking services, and trust services. We operate predominately in the U.S. and, to a lesser extent, in Canada, the United Kingdom (“U.K.”), and other parts of Europe. Established in 1962 and public since 1983, RJF is listed on the New York Stock Exchange (the “NYSE”) under the symbol “RJF.” As a bank holding company and financial holding company, RJF is subject to supervision, examination and regulation by the Board of Governors of the Federal Reserve System (the “Fed”). Among the keys to our historical and continued success, our emphasis on putting the client first is at the core of our corporate values. We also believe in maintaining a conservative, long-term focus in our decision making. We believe that this disciplined decision- making approach translates to a strong, stable financial services firm for clients, advisors, associates and shareholders. REPORTABLE SEGMENTS We currently operate through five segments. Our business segments are Private Client Group (“PCG”), Capital Markets, Asset Management and Raymond James Bank (“RJ Bank”). Our Other segment includes our private equity investments, interest income on certain corporate cash balances and certain corporate overhead costs of RJF that are not allocated to our business segments, including the interest costs on our public debt. The following graph depicts the relative net revenue contribution of each of our business segments for the fiscal year ended September 30, 2019. Net Revenues * Capital Markets 13% Private Client Group 67% Asset Management 9% RJ Bank 11% * The preceding chart does not include intersegment eliminations or the Other segment. PRIVATE CLIENT GROUP We provide financial planning and securities transaction services through a branch office network. Financial advisors have multiple affiliation options, which we refer to as AdvisorChoice. Our two primary affiliation options for financial advisors are the employee option and the independent contractor option. We recruit experienced financial advisors from a wide variety of competitors. As a part of their agreement to join us, we may make loans to financial advisors and to certain other key revenue producers primarily for recruiting, transitional cost assistance, and retention purposes. Total client assets under administration (“AUA”) in our PCG segment as of September 30, 2019 were $798.4 billion, of which $409.1 billion related to fee-based accounts (“fee-based AUA”). We had 8,011 financial advisors affiliated with us as of September 30, 2019. 3 RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Employee financial advisors Employee financial advisors work in a traditional branch setting supported by local management and administrative staff. They provide services predominately to retail clients. Compensation for these financial advisors primarily includes commission payments and participation in the firm’s benefit plans. Independent contractor financial advisors Our financial advisors who are independent contractors are responsible for all of their direct costs and, accordingly, receive a higher payout percentage than employee financial advisors. Our independent contractor financial advisor option is designed to help our advisors build their businesses with as much or as little of our support as they determine they need. With specific approval, and on a limited basis, they are permitted to conduct certain other approved business activities, such as offering insurance products, independent registered investment advisory services, and accounting and tax services. Products and services Irrespective of the affiliation choice, our financial advisors offer a broad range of investment products and services, including both third-party and proprietary products, and a variety of financial planning services. Revenues from this segment are typically driven by AUA and are generally either asset-based or transactional in nature. The proportion of our brokerage revenues originating from the employee versus the independent contractor affiliation models is relatively balanced. PCG segment net revenues the fiscal year ended September 30, 2019 are presented in the following graph. Net Revenues Mutual and other fund products * 11% Asset management and Insurance and annuity related administrative fees products * 53% 8% Equities, ETFs
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