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Fair Value Disclosures

9 Months Ended

Aug. 31, 2017

The following is a summary of our financial assets and liabilities that are accounted for at fair value on a recurring basis, excluding Investments at fair value based on net asset value (“NAV”) of $24.2 million and $24.3 million at August 31, 2017 and November 30, 2016, respectively, by level within the fair value hierarchy (in thousands):



	August 31, 2017
	Level 1		Level 2		Level 3		Counterparty and Cash Collateral Netting (1)			Total
Assets:
Financial instruments owned:
Corporate equity securities	$	1,616,600	$	75,517	$	22,174	$	—		$	1,714,291
Corporate debt securities	—		2,732,943		25,015		—			2,757,958
Collateralized debt obligations and collateralized loan obligations	—		54,433		38,203		—			92,636
U.S. government and federal agency securities	1,834,270		95,175		—		—			1,929,445
Municipal securities	—		680,634		—		—			680,634
Sovereign obligations	1,384,264		668,053		—		—			2,052,317
Residential mortgage-backed securities	—		1,671,170		20,649		—			1,691,819
Commercial mortgage-backed securities	—		508,665		17,636		—			526,301
Other asset-backed securities	—		157,354		68,946		—			226,300
Loans and other receivables	—		2,014,650		62,656		—			2,077,306
Derivatives	67,400		2,647,286		2,671		(2,544,283		)	173,074
Investments at fair value	—		—		90,417		—			90,417
Total financial instruments owned, excluding Investments at fair value based on NAV	$	4,902,534	$	11,305,880	$	348,367	$	(2,544,283	)	$	14,012,498

Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities	$	1,310,423	$	23,821	$	119	$	—		$	1,334,363
Corporate debt securities	—		1,574,931		522		—			1,575,453
U.S. government and federal agency securities	1,314,800		—		—		—			1,314,800
Municipal securities	—		44		—		—			44
Sovereign obligations	1,600,423		653,106		—		—			2,253,529
Commercial mortgage-backed securities	—		979		35		—			1,014
Loans	—		1,434,380		3,285		—			1,437,665
Derivatives	147,101		3,051,821		7,753		(2,663,043		)	543,632
Total financial instruments sold, not yet purchased	$	4,372,747	$	6,739,082	$	11,714	$	(2,663,043	)	$	8,460,500
Short-term borrowings	$	—	$	4,281	$	—	$	—		$	4,281
Long-term debt	$	—	$	553,870	$	—	$	—		$	553,870


(1)	Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.



	November 30, 2016
	Level 1		Level 2		Level 3		Counterparty and Cash Collateral Netting (1)			Total
Assets:
Financial instruments owned:
Corporate equity securities	$	1,742,463	$	90,662	$	21,739	$	—		$	1,854,864
Corporate debt securities	—		2,675,020		25,005		—			2,700,025
Collateralized debt obligations and collateralized loan obligations	—		54,306		54,354		—			108,660
U.S. government and federal agency securities	2,389,397		56,726		—		—			2,446,123
Municipal securities	—		708,469		27,257		—			735,726
Sovereign obligations	1,432,556		990,492		—		—			2,423,048
Residential mortgage-backed securities	—		960,494		38,772		—			999,266
Commercial mortgage-backed securities	—		296,405		20,580		—			316,985
Other asset-backed securities	—		63,587		40,911		—			104,498
Loans and other receivables	—		1,557,233		81,872		—			1,639,105
Derivatives	3,825		4,606,278		6,429		(4,255,998		)	360,534
Investments at fair value	—		—		96,369		—			96,369
Total financial instruments owned, excluding Investments at fair value based on NAV	$	5,568,241	$	12,059,672	$	413,288	$	(4,255,998	)	$	13,785,203

Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities	$	1,577,405	$	16,806	$	313	$	—		$	1,594,524
Corporate debt securities	—		1,718,424		523		—			1,718,947
U.S. government and federal agency securities	976,497		—		—		—			976,497
Sovereign obligations	1,375,590		1,253,754		—		—			2,629,344
Loans	—		801,977		378		—			802,355
Derivatives	568		4,856,310		9,870		(4,229,213		)	637,535
Total financial instruments sold, not yet purchased	$	3,930,060	$	8,647,271	$	11,084	$	(4,229,213	)	$	8,359,202
Other secured financings	$	—	$	41,350	$	418	$	—		$	41,768
Long-term debt	$	—	$	248,856	$	—	$	—		$	248,856


(1)	Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.

The following is a description of the valuation basis, including valuation techniques and inputs, used in measuring our financial assets and liabilities that are accounted for at fair value on a recurring basis:

Corporate Equity Securities


•	Exchange-Traded Equity Securities: Exchange-traded equity securities are measured based on quoted closing exchange prices, which are generally obtained from external pricing services, and are categorized within Level 1 of the fair value hierarchy, otherwise they are categorized within Level 2 of the fair value hierarchy.

•

Non-Exchange-Traded Equity Securities: Non-exchange-traded equity securities are measured primarily using broker quotations, pricing data from external pricing services and prices observed from recently executed market transactions and are categorized within Level 2 of the fair value hierarchy. Where such information is not available, non-exchange-traded equity securities are categorized within Level 3 of the fair value hierarchy and measured using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/Earnings before interest, taxes, depreciation and amortization (“EBITDA”), price/book value), discounted cash flow analyses and transaction prices observed from subsequent financing or capital issuance by the Company. When using pricing data of comparable companies, judgment must be applied to adjust the pricing data to account for differences between the measured security and the comparable security (e.g., issuer market capitalization, yield, dividend rate, geographical concentration).

•

Equity Warrants: Non-exchange-traded equity warrants are measured primarily using pricing data from external pricing services, prices observed from recently executed market transactions and broker quotations are categorized within Level 2 of the fair value hierarchy. Where such information is not available, non-exchange-traded equity warrants are generally categorized within Level 3 of the fair value hierarchy and are measured using the Black-Scholes model with key inputs impacting the valuation including the underlying security price, implied volatility, dividend yield, interest rate curve, strike price and maturity date.

Corporate Debt Securities

•

Corporate Bonds: Corporate bonds are measured primarily using pricing data from external pricing services and broker quotations, where available, prices observed from recently executed market transactions and bond spreads or credit default swap spreads of the issuer adjusted for basis differences between the swap curve and the bond curve. Corporate bonds measured using these valuation methods are categorized within Level 2 of the fair value hierarchy. If broker quotes, pricing data or spread data is not available, alternative valuation techniques are used including cash flow models incorporating interest rate curves, single name or index credit default swap curves for comparable issuers and recovery rate assumptions. Corporate bonds measured using alternative valuation techniques are categorized within Level 3 of the fair value hierarchy and are a limited portion of our corporate bonds.

•

High Yield Corporate and Convertible Bonds: A significant portion of our high yield corporate and convertible bonds are categorized within Level 2 of the fair value hierarchy and are measured primarily using broker quotations and pricing data from external pricing services, where available, and prices observed from recently executed market transactions of comparable size. Where pricing data is less observable, valuations are categorized within Level 3 and are based on pending transactions involving the issuer or comparable issuers, prices implied from an issuer’s subsequent financings or recapitalizations, models incorporating financial ratios and projected cash flows of the issuer and market prices for comparable issuers.

Collateralized Debt Obligations and Collateralized Loan Obligations

Collateralized debt obligations (“CDOs”) and collateralized loan obligations (“CLOs”) are measured based on prices observed from recently executed market transactions of the same or similar security or based on valuations received from third party brokers or data providers and are categorized within Level 2 or Level 3 of the fair value hierarchy depending on the observability and significance of the pricing inputs. Valuation that is based on recently executed market transactions of similar securities incorporates additional review and analysis of pricing inputs and comparability criteria, including, but not limited to, collateral type, tranche type, rating, origination year, prepayment rates, default rates and loss severity.

U.S. Government and Federal Agency Securities


•	U.S. Treasury Securities: U.S. Treasury securities are measured based on quoted market prices and categorized within Level 1 of the fair value hierarchy.


•	U.S. Agency Issued Debt Securities: Callable and non-callable U.S. agency issued debt securities are measured primarily based on quoted market prices obtained from external pricing services and are generally categorized within Level 1 or Level 2 of the fair value hierarchy.

Municipal Securities

Municipal securities are measured based on quoted prices obtained from external pricing services and are generally categorized within Level 2 of the fair value hierarchy.

Sovereign Obligations

Foreign sovereign government obligations are measured based on quoted market prices obtained from external pricing services, where available, or recently executed independent transactions of comparable size. To the extent external price quotations are not available or recent transactions have not been observed, valuation techniques incorporating interest rate yield curves and country spreads for bonds of similar issuers, seniority and maturity are used to determine fair value of sovereign bonds or obligations. Foreign sovereign government obligations are classified in Level 1, Level 2 or Level 3 of the fair value hierarchy, primarily based on the country of issuance.

Residential Mortgage-Backed Securities


•	Agency Residential Mortgage-Backed Securities (“RMBS”): Agency RMBS include mortgage pass-through securities (fixed and adjustable rate), collateralized mortgage obligations and interest-only and principal-only securities and are generally measured using market price quotations from external pricing services and categorized within Level 2 of the fair value hierarchy.

•

Agency Residential Interest-Only and Inverse Interest-Only Securities (“Agency Inverse IOs”): The fair value of Agency Inverse IOs is estimated using expected future cash flow techniques that incorporate prepayment models and other prepayment assumptions to amortize the underlying mortgage loan collateral. We use prices observed from recently executed transactions to develop market-clearing spread and yield curve assumptions. Valuation inputs with regard to the underlying collateral incorporate weighted average coupon, loan-to-value, credit scores, geographic location, maximum and average loan size, originator, servicer and weighted average loan age. Agency Inverse IOs are categorized within Level 2 of the fair value hierarchy. We also use vendor data in developing our assumptions, as appropriate.

•

Non-Agency RMBS: Fair values are determined primarily using discounted cash flow methodologies and securities are categorized within Level 2 or Level 3 of the fair value hierarchy based on the observability and significance of the pricing inputs used. Performance attributes of the underlying mortgage loans are evaluated to estimate pricing inputs, such as prepayment rates, default rates and the severity of credit losses. Attributes of the underlying mortgage loans that affect the pricing inputs include, but are not limited to, weighted average coupon; average and maximum loan size; loan-to-value; credit scores; documentation type; geographic location; weighted average loan age; originator; servicer; historical prepayment, default and loss severity experience of the mortgage loan pool; and delinquency rate. Yield curves used in the discounted cash flow models are based on observed market prices for comparable securities and published interest rate data to estimate market yields.

Commercial Mortgage-Backed Securities

•

Agency Commercial Mortgage-Backed Securities (“CMBS”): Government National Mortgage Association (“GNMA”) project loans are measured based on inputs corroborated from and benchmarked to observed prices of recent securitization transactions of similar securities with adjustments incorporating an evaluation for various factors, including prepayment speeds, default rates and cash flow structures, as well as the likelihood of pricing levels in the current market environment. Federal National Mortgage Association (“FNMA”) Delegated Underwriting and Servicing (“DUS”) mortgage-backed securities are generally measured by using prices observed from recently executed market transactions to estimate market-clearing spread levels for purposes of estimating fair value. GNMA project loan bonds and FNMA DUS mortgage-backed securities are categorized within Level 2 of the fair value hierarchy.


•	Non-Agency CMBS: Non-agency CMBS are measured using pricing data obtained from external pricing services and prices observed from recently executed market transactions and are categorized within Level 2 and Level 3 of the fair value hierarchy.

Other Asset-Backed Securities

Other asset-backed securities (“ABS”) include, but are not limited to, securities backed by auto loans, credit card receivables, student loans and other consumer loans and are categorized within Level 2 and Level 3 of the fair value hierarchy. Valuations are primarily determined using pricing data obtained from external pricing services and broker quotes and prices observed from recently executed market transactions.

Loans and Other Receivables

•

Corporate Loans: Corporate loans categorized within Level 2 of the fair value hierarchy are measured based on market price quotations where market price quotations from external pricing services are supported by transaction data. Corporate loans categorized within Level 3 of the fair value hierarchy are measured based on price quotations that are considered to be less transparent, market prices for debt securities of the same creditor, and estimates of future cash flow incorporating assumptions regarding creditor default and recovery rates and consideration of the issuer’s capital structure.

•

Participation Certificates in Agency Residential Loans: Valuations of participation certificates in agency residential loans are based on observed market prices of recently executed purchases and sales of similar loans. The loan participation certificates are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions and availability of data provider pricing.

•

Project Loans and Participation Certificates in GNMA Project and Construction Loans: Valuations of participation certificates in GNMA project and construction loans are based on inputs corroborated from and benchmarked to observed prices of recent securitizations of assets with similar underlying loan collateral to derive an implied spread. Securitization prices are adjusted to estimate the fair value of the loans incorporating an evaluation for various factors, including prepayment speeds, default rates and cash flow structures, as well as the likelihood of pricing levels in the current market environment. The measurements are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions.

•

Consumer Loans and Funding Facilities: Consumer and small business whole loans and related funding facilities are valued based on observed market transactions incorporating additional valuation inputs including, but not limited to, delinquency and default rates, prepayment rates, borrower characteristics, loan risk grades and loan age. These assets are categorized within Level 2 or Level 3 of the fair value hierarchy.

•

Escrow and Trade Claim Receivables: Escrow and trade claim receivables are categorized within Level 3 of the fair value hierarchy where fair value is estimated based on reference to market prices and implied yields of debt securities of the same or similar issuers. Escrow and trade claim receivables are categorized within Level 2 of the fair value hierarchy where fair value is based on recent trade activity in the same security.

Derivatives

•

Listed Derivative Contracts: Listed derivative contracts that are actively traded are measured based on quoted exchange prices, which are generally obtained from external pricing services, and are categorized within Level 1 of the fair value hierarchy. Listed derivatives for which there is limited trading activity are measured based on incorporating the closing auction price of the underlying equity security, use similar valuation approaches as those applied to over-the-counter derivative contracts and are categorized within Level 2 of the fair value hierarchy.

•

OTC Derivative Contracts: Over-the-counter (“OTC”) derivative contracts are generally valued using models, whose inputs reflect assumptions that we believe market participants would use in valuing the derivative in a current period transaction. Inputs to valuation models are appropriately calibrated to market data. For many OTC derivative contracts, the valuation models do not involve material subjectivity as the methodologies do not entail significant judgment and the inputs to valuation models do not involve a high degree of subjectivity as the valuation model inputs are readily observable or can be derived from actively quoted markets. OTC derivative contracts are primarily categorized within Level 2 of the fair value hierarchy given the observability and significance of the inputs to the valuation models. Where significant inputs to the valuation are unobservable, derivative instruments are categorized within Level 3 of the fair value hierarchy.

OTC options include OTC equity, foreign exchange, interest rate and commodity options measured using various valuation models, such as the Black-Scholes, with key inputs impacting the valuation including the underlying security, foreign exchange spot rate or commodity price, implied volatility, dividend yield, interest rate curve, strike price and maturity date. Discounted cash flow models are utilized to measure certain OTC derivative contracts including the valuations of our interest rate swaps, which incorporate observable inputs related to interest rate curves, valuations of our foreign exchange forwards and swaps, which incorporate observable inputs related to foreign currency spot rates and forward curves and valuations of our commodity swaps and forwards, which incorporate observable inputs related to commodity spot prices and forward curves. Credit default swaps include both index and single-name credit default swaps. External prices are available as inputs in measuring index credit default swaps and single-name credit default swaps. For commodity and equity total return swaps, market prices are observable for the underlying asset and used as the basis for measuring the fair value of the derivative contracts. Total return swaps executed on other underlyings are measured based on valuations received from external pricing services.

Investments at Fair Value and Investments in Managed Funds

Investments at fair value based on NAV and Investments in Managed Funds include investments in hedge funds, fund of funds and private equity funds, which are measured at the NAV of the funds, provided by the fund managers and are excluded from the fair value hierarchy. Investments at fair value also include direct equity investments in private companies, which are measured at fair value using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/EBITDA, price/book value), discounted cash flow analyses and transaction prices observed for subsequent financing or capital issuance by the company. Direct equity investments in private companies are categorized within Level 2 or Level 3 of the fair value hierarchy. Additionally, investments at fair value include investments in insurance contracts relating to our defined benefit plan in Germany. Fair value for the insurance contracts is determined using a third party and is categorized within Level 3 of the fair value hierarchy.

The following tables present information about our investments in entities that have the characteristics of an investment company (in thousands):



	August 31, 2017
	Fair Value (1)		Unfunded Commitments		Redemption Frequency (if currently eligible)
Equity Long/Short Hedge Funds (2)	$	34,931	$	—	Monthly, Quarterly
Fixed Income and High Yield Hedge Funds (3)	421		—		—
Fund of Funds (4)	183		—		—
Equity Funds (5)	33,568		19,084		—
Multi-asset Funds (6)	125,004		—		—
Total	$	194,107	$	19,084



	November 30, 2016
	Fair Value (1)		Unfunded Commitments		Redemption Frequency (if currently eligible)
Equity Long/Short Hedge Funds (2)	$	34,446	$	—	Monthly, Quarterly
Fixed Income and High Yield Hedge Funds (3)	772		—		—
Fund of Funds (4)	230		—		—
Equity Funds (5)	42,179		20,295		—
Multi-asset Funds (6)	133,190		—		—
Total	$	210,817	$	20,295


(1)	Where fair value is calculated based on NAV, fair value has been derived from each of the funds’ capital statements.


(2)	This category includes investments in hedge funds that invest, long and short, primarily in equity securities in domestic and international markets in both the public and private sectors. At August 31, 2017 and November 30, 2016, approximately 1% and 2%, respectively, of the fair value of investments in this category are classified as being in liquidation.


(3)	This category includes investments in funds that invest in loans secured by a first trust deed on property, domestic and international public high yield debt, private high yield investments, senior bank loans, public leveraged equities, distressed debt and private equity investments. There are no redemption provisions.


(4)	This category includes investments in fund of funds that invest in various private equity funds. The investments in this category are managed by us and have no redemption provisions. These investments are gradually being liquidated or we have requested redemption, however, we are unable to estimate when these funds will be received.

(5)

At August 31, 2017 and November 30, 2016, the investments in this category include investments in equity funds that invest in the equity of various U.S. and foreign private companies in the energy, technology, internet service and telecommunication service industries. These investments cannot be redeemed; instead, distributions are received through the liquidation of the underlying assets of the funds which are expected to liquidate in one to six years.

(6)

This category includes investments in hedge funds that invest, long and short, primarily in multi-asset securities in domestic and international markets in both the public and private sectors. At August 31, 2017 and November 30, 2016, investments representing approximately 15% and 12%, respectively, of the fair value of investments in this category are redeemable with 30-90 days prior written notice.

Other Secured Financings

Other secured financings that are accounted for at fair value include notes issued by consolidated VIEs, which are classified as Level 2 or Level 3 within the fair value hierarchy. Fair value is based on recent transaction prices for similar assets.

Short-term Borrowings / Long-term Debt

Short-term borrowings that are accounted for at fair value include equity-linked notes, which are generally categorized as Level 2 within the fair value hierarchy, as the fair value is based on the price of the underlying equity security. Long-term debt includes variable rate, fixed-to-floating rate, CMS (constant maturity swap) and Bermudan structured notes. These are valued using various valuation models that include Company’s own credit spreads. These models incorporate market price quotations from external pricing sources referencing the appropriate interest rate curves, volatilities and other inputs and are generally categorized within level 2 of the fair value hierarchy. In addition, pricing transparency has been evidenced based on the transaction data on recently issued notes.

Transfers Between Levels 1 and 2 for Instruments Carried at Fair Value

There were no material transfers between Level 1 and Level 2 for the three and nine months ended August 31, 2017 and August 31, 2016.

Level 3 Rollforwards

The following is a summary of changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the three months ended August 31, 2017 (in thousands):



	Three Months Ended August 31, 2017
	Balance at May 31, 2017		Total gains/losses (realized and unrealized) (1)			Purchases			Sales			Settlements			Issuances		Net transfers into/ (out of) Level 3			Balance at August 31, 2017		Change in unrealized gains/(losses) relating to instruments still held at August 31, 2017 (1)
Assets:
Financial instruments owned:
Corporate equity securities	$	20,548	$	4,344		$	4		$	(645	)	$	(55	)	$	—	$	(2,022	)	$	22,174	$	4,319
Corporate debt securities	24,727		(2,350		)	5,901			(5,551		)	(31		)	—		2,319			25,015		(2,224		)
CDOs and CLOs	27,255		(6,119		)	52,918			(36,564		)	245			—		468			38,203		(3,552		)
RMBS	33,032		(263		)	494			(732		)	(291		)	—		(11,591		)	20,649		188
CMBS	16,263		(125		)	—			(676		)	(637		)	—		2,811			17,636		(161		)
Other ABS	43,349		(6,454		)	5,798			(3,789		)	(2,924		)	—		32,966			68,946		(3,570		)
Loans and other receivables	49,365		15,261			9,265			(5,854		)	(8,249		)	—		2,868			62,656		14,005
Investments at fair value	89,006		1,703			—			—			(292		)	—		—			90,417		1,703
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities	$	354	$	107		$	(369	)	$	27		$	—		$	—	$	—		$	119	$	(92	)
Corporate debt securities	522		—			—			—			—			—		—			522		—
CMBS	70		(35		)	—			—			—			—		—			35		(35		)
Net derivatives (2)	3,022		(2,980		)	—			—			5,040			—		—			5,082		(2,474		)
Loans	4,967		(3,071		)	—			333			—			—		1,056			3,285		3,018


(1)	Realized and unrealized gains/losses are reported in Principal transaction revenues in our Consolidated Statements of Earnings.


(2)	Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.

Analysis of Level 3 Assets and Liabilities for the Three Months Ended August 31, 2017

During the three months ended August 31, 2017, transfers of assets of $63.5 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:


•	Other ABS of $46.4 million due to a lack of observable market transactions.

During the three months ended August 31, 2017, transfers of assets of $35.7 million from Level 3 to Level 2 are primarily attributed to:


•	RMBS of $14.6 million and other ABS of $13.5 million due to greater pricing transparency supporting classification into Level 2.

Net gains on Level 3 assets were $6.0 million and net gains on Level 3 liabilities were $6.0 million for the three months ended August 31, 2017. Net gains on Level 3 assets were primarily due to increased valuations of loans and other receivables, corporate equity securities and certain investments at fair value, partially offset by decreased valuations of other ABS, CDOs and CLOs and corporate debt securities. Net gains on Level 3 liabilities were primarily due to increased valuations of certain net derivatives and decreased valuations of certain loans.

The following is a summary of changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the nine months ended August 31, 2017 (in thousands):



	Nine Months Ended August 31, 2017
	Balance at November 30, 2016		Total gains/losses (realized and unrealized) (1)			Purchases			Sales			Settlements			Issuances		Net transfers into/ (out of) Level 3			Balance at August 31, 2017		Change in unrealized gains/(losses) relating to instruments still held at August 31, 2017 (1)
Assets:
Financial instruments owned:
Corporate equity securities	$	21,739	$	3,416		$	945		$	(1,502	)	$	(356	)	$	—	$	(2,068	)	$	22,174	$	2,689
Corporate debt securities	25,005		(3,280		)	19,610			(18,364		)	(1,724		)	—		3,768			25,015		(3,424		)
CDOs and CLOs	54,354		(13,902		)	65,523			(72,122		)	239			—		4,111			38,203		(3,685		)
Municipal securities	27,257		(1,547		)	—			(25,710		)	—			—		—			—		—
RMBS	38,772		(1,446		)	113,391			(125,731		)	(572		)	—		(3,765		)	20,649		(2,005		)
CMBS	20,580		(1,180		)	2,033			(5,199		)	(985		)	—		2,387			17,636		(952		)
Other ABS	40,911		(15,338		)	67,611			(4,121		)	(16,891		)	—		(3,226		)	68,946		(8,872		)
Loans and other receivables	81,872		27,709			84,342			(83,791		)	(23,241		)	—		(24,235		)	62,656		16,294
Investments at fair value	96,369		4,698			300			(10,119		)	(831		)	—		—			90,417		6,721
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities	$	313	$	134		$	(355	)	$	27		$	—		$	—	$	—		$	119	$	(92	)
Corporate debt securities	523		(1		)	—			—			—			—		—			522		1
CMBS	—		35			—			—			—			—		—			35		(35		)
Net derivatives (2)	3,441		(2,854		)	—			—			5,162			404		(1,071		)	5,082		(2,333		)
Loans	378		1,604			(364		)	333			—			—		1,334			3,285		(1,583		)
Other secured financings	418		(418		)	—			—			—			—		—			—		—


(1)	Realized and unrealized gains/losses are reported in Principal transaction revenues in our Consolidated Statements of Earnings.


(2)	Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.

Analysis of Level 3 Assets and Liabilities for the Nine Months Ended August 31, 2017

During the nine months ended August 31, 2017, transfers of assets of $26.5 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:


•	CDOs and CLOs of $9.6 million and corporate debt securities of $8.1 million due to a lack of observable market transactions.

During the nine months ended August 31, 2017, transfers of assets of $49.5 million from Level 3 to Level 2 are primarily attributed to:


•	Loans and other receivables of $28.3 million due to greater pricing transparency supporting classification into Level 2.

Net losses on Level 3 assets were $0.9 million and net gains on Level 3 liabilities were $1.5 million for the nine months ended August 31, 2017. Net losses on Level 3 assets were primarily due to decreased valuations of other ABS and CDOs and CLOs, partially offset by increased valuations of certain loans and other receivables. Net gains on Level 3 liabilities were primarily due to increased valuations of certain net derivatives, partially offset by increased valuations of certain loans.



	Three Months Ended August 31, 2016
	Balance at May 31, 2016		Total gains/losses (realized and unrealized) (1)			Purchases		Sales			Settlements			Issuances		Net transfers into/ (out of) Level 3			Balance at August 31, 2016		Change in unrealized gains/(losses) relating to instruments still held at August 31, 2016 (1)
Assets:
Financial instruments owned:
Corporate equity securities	$	48,816	$	(6,492	)	$	291	$	(49	)	$	—		$	—	$	(20,371	)	$	22,195	$	(892	)
Corporate debt securities	24,113		(145		)	10,696		(5,046		)	—			—		5,389			35,007		405
CDOs and CLOs	52,710		(4,067		)	4,205		(5,203		)	—			—		(3,575		)	44,070		(4,606		)
Municipal securities	—		(7,074		)	—		—			—			—		34,331			27,257		(7,074		)
Sovereign obligations	120		5			—		(125		)	—			—		—			—		—
RMBS	63,308		(2,343		)	1,884		(10,874		)	(463		)	—		(4,631		)	46,881		(183		)
CMBS	24,983		(1,531		)	—		—			—			—		1,141			24,593		(236		)
Other ABS	43,033		(2,247		)	3,416		(2,727		)	(1,429		)	—		21,066			61,112		(2,202		)
Loans and other receivables	104,399		(23,445		)	31,512		(10,140		)	(16,804		)	—		(7,065		)	78,457		(16,044		)
Investments at fair value	57,765		(966		)	—		(485		)	(278		)	—		29,000			85,036		(1,113		)
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities	$	—	$	—		$	—	$	—		$	—		$	—	$	38		$	38	$	—
Corporate debt securities	—		(27		)	—		550			—			—		—			523		(27		)
Net derivatives (2)	4,424		(4,736		)	—		11,101			32			601		(375		)	11,047		(1,589		)
Loans	1,896		(402		)	—		170			—			—		(816		)	848		(400		)
Other secured financings	468		(200		)	—		—			—			—		—			268		200


(1)	Realized and unrealized gains/losses are reported in Principal transaction revenues in our Consolidated Statements of Earnings.


(2)	Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.

Analysis of Level 3 Assets and Liabilities for the Three Months Ended August 31, 2016

During the three months ended August 31, 2016, transfers of assets of $147.0 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:


•	Other ABS of $27.3 million, CDOs and CLOs of $23.7 million and RMBS of $13.7 million, for which no recent trade activity was observed for purposes of determining observable inputs; and


•	Municipal securities of $34.3 million and investments at fair value of $29.0 million due to a lack of observable market transactions.

During the three months ended August 31, 2016, transfers of assets of $91.8 million from Level 3 to Level 2 are primarily attributed to:


•	CDOs and CLOs of $27.3 million and RMBS of $18.3 million, for which market trades were observed in the period for either identical or similar securities;


•	Corporate equity securities of $20.5 million due to an increase in observable market transactions; and


•	Loans and other receivables of $15.8 million due to a greater number of contributors for certain vendor quotes to support classification within Level 2.

Net losses on Level 3 assets were $48.3 million and net gains on Level 3 liabilities were $5.4 million for the three months ended August 31, 2016. Net losses on Level 3 assets were primarily due to decreased valuations in loans and other receivables, municipal securities, corporate equity securities, CDOs and CLOs, RMBS, other ABS and CMBS. Net gains on Level 3 liabilities were primarily due to increased valuations of certain net derivatives.



	Nine Months Ended August 31, 2016
	Balance at November 30, 2015			Total gains/losses (realized and unrealized) (1)			Purchases		Sales			Settlements			Issuances		Net transfers into/ (out of) Level 3			Balance at August 31, 2016		Change in unrealized gains/(losses) relating to instruments still held at August 31, 2016 (1)
Assets:
Financial instruments owned:
Corporate equity securities	$	40,906		$	(8,388	)	$	5,225	$	(49	)	$	—		$	—	$	(15,499	)	$	22,195	$	(727	)
Corporate debt securities	25,876			5,239			29,629		(20,331		)	—			—		(5,406		)	35,007		1,456
CDOs and CLOs	85,092			(24,356		)	61,707		(69,397		)	(605		)	—		(8,371		)	44,070		(13,196		)
Municipal securities	—			(1,462		)	—		—			—			—		28,719			27,257		(1,462		)
Sovereign obligations	120			5			—		(125		)	—			—		—			—		—
RMBS	70,263			(7,243		)	1,948		(13,203		)	(1,078		)	—		(3,806		)	46,881		228
CMBS	14,326			(4,606		)	1,256		(2,023		)	—			—		15,640			24,593		(3,337		)
Other ABS	42,925			(2,420		)	66,503		(60,525		)	(6,678		)	—		21,307			61,112		(9,993		)
Loans and other receivables	189,289			(30,843		)	305,920		(206,587		)	(163,913		)	—		(15,409		)	78,457		(27,714		)
Investments at fair value	53,120			(19,055		)	26,227		(485		)	(834		)	—		26,063			85,036		(11,988		)
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities	$	38		$	—		$	—	$	—		$	—		$	—	$	—		$	38	$	—
Corporate debt securities	—			(27		)	—		550			—			—		—			523		—
Net derivatives (2)	(242		)	3,104			—		11,101			(14		)	1,606		(4,508		)	11,047		(5,745		)
Loans	10,469			7			—		681			(213		)	—		(10,096		)	848		45
Other secured financings	544			(276		)	—		—			—			—		—			268		276


(1)	Realized and unrealized gains/losses are reported in Principal transaction revenues in our Consolidated Statements of Earnings.


(2)	Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.

Analysis of Level 3 Assets and Liabilities for the Nine Months Ended August 31, 2016

During the nine months ended August 31, 2016, transfers of assets of $157.8 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:


•	Other ABS of $38.5 million, RMBS of $21.7 million, CMBS of $17.2 million and CDOs and CLOs of $16.9 million, for which no recent trade activity was observed for purposes of determining observable inputs; and


•	Municipal securities of $28.7 million and investments at fair value of $26.1 million due to a lack of observable market transactions.

During the nine months ended August 31, 2016, transfers of assets of $114.5 million from Level 3 to Level 2 are primarily attributed to:


•	RMBS of $25.5 million, CDOs and CLOs of $25.3 million and other ABS of $17.0 million, for which market trades were observed in the period for either identical or similar securities;


•	Loans and other receivables of $19.8 million due to a greater number of contributors for certain vendor quotes supporting classification into Level 2; and


•	Corporate equity securities of $19.2 million due to an increase in observable market transactions.

There were $10.2 million transfers of loan liabilities from Level 3 to Level 2 due to an increase in observable inputs in the valuation.

Net losses on Level 3 assets were $93.1 million and net losses on Level 3 liabilities were $2.8 million for the nine months ended August 31, 2016. Net losses on Level 3 assets were primarily due to decreased valuations of loans and other receivables, CDOs and CLOs, investments at fair value, corporate equity securities, RMBS and municipal securities. Net losses on Level 3 liabilities were primarily due to increased valuations of certain net derivatives.

Quantitative Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements at August 31, 2017 and November 30, 2016

The tables below present information on the valuation techniques, significant unobservable inputs and their ranges for our financial assets and liabilities, subject to threshold levels related to the market value of the positions held, measured at fair value on a recurring basis with a significant Level 3 balance. The range of unobservable inputs could differ significantly across different firms given the range of products across different firms in the financial services sector. The inputs are not representative of the inputs that could have been used in the valuation of any one financial instrument (i.e., the input used for valuing one financial instrument within a particular class of financial instruments may not be appropriate for valuing other financial instruments within that given class). Additionally, the ranges of inputs presented below should not be construed to represent uncertainty regarding the fair values of our financial instruments; rather, the range of inputs is reflective of the differences in the underlying characteristics of the financial instruments in each category.

For certain categories, we have provided a weighted average of the inputs allocated based on the fair values of the financial instruments comprising the category. We do not believe that the range or weighted average of the inputs is indicative of the reasonableness of uncertainty of our Level 3 fair values. The range and weighted average are driven by the individual financial instruments within each category and their relative distribution in the population. The disclosed inputs when compared with the inputs as disclosed in other periods should not be expected to necessarily be indicative of changes in our estimates of unobservable inputs for a particular financial instrument as the population of financial instruments comprising the category will vary from period to period based on purchases and sales of financial instruments during the period as well as transfers into and out of Level 3 each period.



August 31, 2017
Financial Instruments Owned:	Fair Value (in thousands)		Valuation Technique	Significant Unobservable Input(s)	Input / Range	Weighted Average
Corporate equity securities	$	17,964
Non-exchange-traded securities			Market approach	Price	$3-$75	$	59
				Underlying stock price	$6	—
			Comparable pricing	Comparable asset price	$9	—
Corporate debt securities	$	25,015	Convertible bond model	Discount rate/yield	8%	—
				Volatility	40%	—
			Market approach	Estimated recovery percentage	17%	—
				Price	$15	—
CDOs and CLOs	$	38,203	Discounted cash flows	Constant prepayment rate	20%	—
				Constant default rate	2%	—
				Loss severity	25%-30%	27		%
				Discount rate/yield	9%-23%	12		%
			Scenario analysis	Estimated recovery percentage	6%-40%	24		%
RMBS	$	20,649	Discounted cash flows	Cumulative loss rate	5%-30%	13		%
				Duration (years)	3-10	5
				Discount rate/yield	8%-10%	9		%
CMBS	$	17,636	Discounted cash flows	Cumulative loss rate	0%-58%	29		%
				Duration (years)	1-3	2
				Discount rate/yield	2%-21%	11		%
Other ABS	$	68,946	Discounted cash flows	Cumulative loss rate	0%-25%	20		%
				Duration (years)	1-10	2
				Discount rate/yield	4%-12%	8		%
			Market approach	Price	$100	—
			Scenario analysis	Estimated recovery percentage	23%	—
Loans and other receivables	$	59,398	Market approach	EBITDA multiple	1.6	—
				Price	$60-$100	$	95
			Scenario analysis	Estimated recovery percentage	10%-107%	67		%
Derivatives	$	2,671
Interest rate swaps			Market approach	Credit spread	800 bps	—
Investments at fair value	$	74,190
Private equity securities			Market approach	Price	$7-$250	$	123
				Transaction level	$3	—
Financial Instruments Sold, Not Yet Purchased:
Derivatives	$	7,753
Equity options			Option model/default rate	Default probability	0%	—
Variable funding note swaps			Discounted cash flows	Constant prepayment rate	20%	—
				Constant default rate	2%	—
				Loss severity	25%	—
				Discount rate/yield	23%	—



November 30, 2016
Financial Instruments Owned:	Fair Value (in thousands)		Valuation Technique	Significant Unobservable Input(s)	Input / Range	Weighted Average
Corporate equity securities	$	19,799
Non-exchange-traded securities			Market approach	Underlying stock price	$3-$75	$	15
			Comparable pricing	Underlying stock price	$218	—
				Comparable asset price	$11	—
			Present value	Average silver production (tons per day)	666	—
Corporate debt securities	$	25,005	Convertible bond model	Discount rate/yield	9%	—
				Volatility	40%	—
			Market approach	Transaction level	$30	—
CDOs and CLOs	$	33,016	Discounted cash flows	Constant prepayment rate	10%-20%	19		%
				Constant default rate	2%-4%	2		%
				Loss severity	25%-70%	40		%
				Yield	7%-17%	12		%
			Scenario analysis	Estimated recovery percentage	28%-38%	31		%
RMBS	$	38,772	Discounted cash flows	Constant prepayment rate	0%-11%	5		%
				Constant default rate	1%-7%	3		%
				Loss severity	35%-100%	62		%
				Yield	2%-10%	6		%
CMBS	$	20,580	Discounted cash flows	Yield	6%-11%	8		%
				Cumulative loss rate	5%-95%	39		%
Other ABS	$	40,911	Discounted cash flows	Constant prepayment rate	4%-20%	14		%
				Constant default rate	0%-31%	13		%
				Loss severity	0%-100%	90		%
				Yield	4%-17%	15		%
			Market approach	Price	$72	—
Loans and other receivables	$	54,347	Market approach	EBITDA multiple	3.3	—
				Discount rate/yield	2%-4%	3		%
				Transaction level	$0.42	—
			Present value	Average silver production (tons per day)	666	—
			Scenario analysis	Estimated recovery percentage	6%-50%	37		%
Derivatives	$	6,429
Equity swaps			Comparable pricing	Comparable asset price	$102	—
Credit default swaps			Market approach	Credit spread	265 bps	—
Investments at fair value	$	42,907
Private equity securities			Market approach	Transaction level	$250	—
				Price	$25,815,720	—
Liabilities
Financial Instruments Sold, Not Yet Purchased:
Derivatives	$	9,870
Equity options			Option model	Volatility	45%	—
			Default rate	Default probability	0%	—
Equity swaps			Comparable pricing	Comparable asset price	$102	—
Unfunded commitments			Market approach	Discount rate/yield	4%	—
Variable funding note swaps			Discounted cash flows	Constant prepayment rate	20%	—
				Constant default rate	2%	—
				Loss severity	25%	—
				Yield	16%	—

The fair values of certain Level 3 assets and liabilities that were determined based on third-party pricing information, unadjusted past transaction prices, reported NAV or a percentage of the reported enterprise fair value are excluded from the above tables. At August 31, 2017 and November 30, 2016, asset exclusions consisted of $23.7 million and $131.5 million, respectively, primarily comprised of private equity securities, municipal securities, non-exchange traded securities and loans and other receivables. At August 31, 2017 and November 30, 2016, liability exclusions consisted of $4.0 million and $1.6 million, respectively, of other secured financings, CMBS, loans and corporate debt and equity securities.

Sensitivity of Fair Values to Changes in Significant Unobservable Inputs

For recurring fair value measurements categorized within Level 3 of the fair value hierarchy, the sensitivity of the fair value measurement to changes in significant unobservable inputs and interrelationships between those unobservable inputs (if any) are described below:


•	Non-exchange traded securities and equity swaps using comparable pricing valuation techniques. A significant increase (decrease) in the comparable asset and underlying stock price in isolation would result in a significantly higher (lower) fair value measurement.


•	Corporate debt securities using a convertible bond model. A significant increase (decrease) in the bond discount rate/yield would result in a significantly lower (higher) fair value measurement. A significant increase (decrease) in volatility would result in a significantly higher (lower) fair value measurement.

•

Non-exchange traded securities, corporate debt securities, loans and other receivables, unfunded commitments, credit default swaps, interest rate swaps, other ABS and private equity securities using a market approach valuation technique. A significant increase (decrease) in the EBITDA or other multiples in isolation would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the discount rate/yield of a loan and other receivable or certain derivatives would result in a significantly lower (higher) fair value measurement. A significant increase (decrease) in the transaction level of a private equity security, corporate debt security or loan and other receivable would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the underlying stock price of the non-exchange traded securities would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the credit spread of certain derivatives would result in a significantly lower (higher) fair value measurement. A significant increase (decrease) in the price of the private equity securities, non-exchange traded securities, corporate debt securities, other ABS or loans and other receivables would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the estimated recovery rates of the cash flow outcomes underlying the corporate debt securities would result in a significantly higher (lower) fair value measurement.


•	Loans and other receivables, CDOs and CLOs and other ABS using scenario analysis. A significant increase (decrease) in the possible recovery rates of the cash flow outcomes underlying the investment would result in a significantly higher (lower) fair value measurement for the financial instrument.

•

CDOs and CLOs, RMBS and CMBS and other ABS and variable funding notes using a discounted cash flow valuation technique. A significant increase (decrease) in isolation in the constant default rate, loss severity or cumulative loss rate would result in a significantly lower (higher) fair value measurement. The impact of changes in the constant prepayment rate and duration would have differing impacts depending on the capital structure and type of security. A significant increase (decrease) in the discount rate/security yield would result in a significantly lower (higher) fair value measurement.


•	Derivative equity options using an option model. A significant increase (decrease) in volatility would result in a significantly higher (lower) fair value measurement.


•	Derivative equity options using a default rate model. A significant increase (decrease) in default probability would result in a significantly lower (higher) fair value measurement.


•	Non-exchange traded securities and loans and other receivables using a present value model. A significant increase (decrease) in average silver production would result in a significantly higher (lower) fair value measurement.

Fair Value Option Election

We have elected the fair value option for all loans and loan commitments made by our capital markets businesses. These loans and loan commitments include loans entered into by our Investment Banking division in connection with client bridge financing and loan syndications, loans purchased by our leveraged credit trading desk as part of its bank loan trading activities and mortgage and consumer loan commitments, purchases and fundings in connection with mortgage- and other asset-backed securitization activities. Loans and loan commitments originated or purchased by our leveraged credit and mortgage-backed businesses are managed on a fair value basis. Loans are included in Financial instruments owned and loan commitments are included in Financial instruments owned and Financial instruments sold, not yet purchased in our Consolidated Statements of Financial Condition. The fair value option election is not applied to loans made to affiliate entities as such loans are entered into as part of ongoing, strategic business ventures. Loans to affiliate entities are included in Loans to and investments in related parties in our Consolidated Statements of Financial Condition and are accounted for on an amortized cost basis. We have also elected the fair value option for certain of our structured notes, which are managed by our capital markets business and are included in Long-term debt and Short-term borrowings in our Consolidated Statements of Financial Condition. We have elected the fair value option for certain financial instruments held by subsidiaries as the investments are risk managed by us on a fair value basis. The fair value option has also been elected for certain secured financings that arise in connection with our securitization activities and other structured financings. Other secured financings, Receivables – Brokers, dealers and clearing organizations, Receivables – Customers, Receivables – Fees, interest and other, Payables – Brokers, dealers and clearing organizations and Payables – Customers, are accounted for at cost plus accrued interest rather than at fair value; however, the recorded amounts approximate fair value due to their liquid or short-term nature.

The following is a summary of gains (losses) due to changes in instrument specific credit risk on loans, other receivables and debt instruments and gains (losses) due to other changes in fair value on long-term debt and short-term borrowings measured at fair value under the fair value option (in thousands):



	Three Months Ended August 31,						Nine Months Ended August 31,
	2017			2016			2017			2016
Financial Instruments Owned:
Loans and other receivables	$	24,846		$	(24,874	)	$	27,715		$	(48,658	)
Financial Instruments Sold:
Loans	$	3,436		$	212		$	(7,286	)	$	229
Loan commitments	82			4,769			229			2,196
Long-term Debt:
Changes in instrument specific credit risk (1)	$	5,638		$	(4,093	)	$	(14,141	)	$	(7,848	)
Other changes in fair value (2)	(1,854		)	4,474			2,786			15,225
Short-term Borrowings:
Changes in instrument specific credit risk (1)	$	19		$	—		$	1		$	—
Other changes in fair value (2)	(2,570		)	—			(37		)	—


(1)	Changes in instrument-specific credit risk related to structured notes are included in our Consolidated Statements of Comprehensive Income, net of tax.


(2)	Other changes in fair value are included in Principal transactions revenues in our Consolidated Statements of Earnings.

The following is a summary of the amount by which contractual principal exceeds fair value for loans and other receivables and long-term debt measured at fair value under the fair value option (in thousands).



	August 31, 2017		November 30, 2016
Financial Instruments Owned:
Loans and other receivables (1)	$	663,618	$	1,325,938
Loans and other receivables on nonaccrual status and/or greater than 90 days past due (1) (2)	159,000		205,746
Long-term debt and short-term borrowings	9,725		20,202


(1)	Interest income is recognized separately from other changes in fair value and is included in Interest revenues in our Consolidated Statements of Earnings.


(2)	Amounts include loans and other receivables greater than 90 days past due of $48.3 million and $64.6 million at August 31, 2017 and November 30, 2016, respectively.

The aggregate fair value of loans and other receivables on nonaccrual status and/or greater than 90 days past due was $62.6 million and $29.8 million at August 31, 2017 and November 30, 2016, respectively, which includes loans and other receivables greater than 90 days past due of $41.9 million and $18.9 million at August 31, 2017 and November 30, 2016, respectively.

Financial Instruments Not Measured at Fair Value

Certain of our financial instruments are not carried at fair value but are recorded at amounts that approximate fair value due to their liquid or short-term nature and generally negligible credit risk. These financial assets include Cash and cash equivalents and Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations and would generally be presented in Level 1 of the fair value hierarchy. Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations includes U.S. treasury securities of $99.8 million and $99.9 million at August 31, 2017 and November 30, 2016, respectively.

- 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.

+ References + Details