LIKE Noah building his ark as thunderheads gathered, Bill Gross has spent the last two years anticipating the flood that swamped Bear Stearns about 20 weeks ago. As manager of the world's biggest bond fund and custodian of nearly a trillion dollars in assets, Mr. Gross amassed a cash hoard of $50 billion in case trading partners suddenly demanded payment from his firm, Pimco.

Credit derivatives concerned Timothy F. Geithner, president of the New York Federal Reserve.  And every day for the last three weeks he has convened meetings in a war room in Pimco's headquarters in Newport Beach, Calif., "to make sure the ark doesn't have any leaks," Mr. Gross said. "We come in every day at 3:30 a.m. and leave at 6 p.m. I'm not used to setting my alarm for 2:45 a.m., but these are extraordinary times."

Even though Mr. Gross, 63, is a market veteran who has lived through the collapse of other banks and brokerage firms, the 1987 stock market crash, and the near meltdown of the Long-Term Capital Management hedge fund a decade ago, he says the current crisis feels different - in both size and significance.

Not only is the Federal Reserve's action unprecedented since the Great Depression - by lending money directly to major investment banks - but taxpayers are also now on the hook for billions of dollars in questionable trades these same bankers made when the good times were rolling.

"Bear Stearns has made it obvious that things have gone too far," says Mr. Gross, who plans to use some of his cash to bargain-shop. "The investment community has morphed into something beyond banks and something beyond regulation. We call it the shadow banking system."

It is the private trading of complex instruments that lurk in the financial shadows that worries regulators and Wall Street and that have created stresses in the broader economy. Economic downturns and panics have occurred before, of course. Few, however, have posed such a serious threat to the entire financial system that regulators have responded as if they were confronting a potential epidemic.

As Congress and Republican and Democratic presidential administrations pushed for financial deregulation over the last decade, the biggest banks and brokerage firms created a dizzying array of innovative products that experts now acknowledge are hard to understand and even harder to value.

On Wall Street, of course, what you don't see can hurt you. In the past decade, there has been an explosion in complex derivative instruments, such as collateralized debt obligations and credit default swaps, which were intended primarily to transfer risk.

These products are virtually hidden from investors, analysts and regulators, even though they have emerged as one of Wall Street's most outsized profit engines. They don't trade openly on public exchanges, and financial services firms disclose few details about them.

Used judiciously, derivatives can limit the damage from financial miscues and uncertainty, greasing the wheels of commerce. Used unwisely - when greed and the urge to gamble with borrowed money overtake sensible risk-taking - derivatives can become Wall Street's version of nitroglycerin.

Bear Stearns's vast portfolio of these instruments was among the main reasons for the bank's collapse, but derivatives are buried in the accounts of just about every Wall Street firm, as well as major commercial banks like Citigroup and JPMorgan Chase. What's more, these exotic investments have been exported all over the globe, causing losses in places as distant from Wall Street as a small Norwegian town north of the Arctic Circle.

With Bear Stearns forced into a sale and the entire financial system still under the threat of further losses, Wall Street executives, regulators and politicians are scrambling to figure out just what went wrong and how it can be fixed.

But because the forces that have collided in recent weeks were set in motion long before the subprime mortgage mess first made news last year, solutions won't come easily or quickly, analysts say.

In fact, while home loans to risky borrowers were among the first to go bad, analysts say that the crisis didn't stem from the housing market alone and that it certainly won't end there.

"The problem has been spreading its wings and taking in markets very far afield from mortgages," says Alan S. Blinder, former vice chairman of the Federal Reserve and now an economics professor at Princeton. "It's a failure at a lot of levels. It's hard to find a piece of the system that actually worked well in the lead-up to the bust."

Stung by the new focus on their complex products, advocates of the derivatives trade say they are unfairly being made a scapegoat for the recent panic on Wall Street.

How they work?

Credit Default Swaps (CDS) are fast becoming the dominant vehicle for trading credit risk. In this piece, I'll go over the basic features of a standard CDS contract and why they are easier for many traders to utilize over cash bonds.

At the onset of a CDS contract, the buyer of the contract agrees to pay a fixed spread to the seller of the contract. For corporate CDS, the spread is paid quarterly, so if the spread agreed to is 40bps, the seller would pay 10bps per quarter. In exchange, the seller agrees to buy a specified bond (or other instrument) from the buyer at par in the event of a default. Most CDS contracts have a five-year term, but other terms are possible. If CDS are quoted without a term specified, assume its five years.

A CDS is a lot like an insurance policy. This is why CDS are also called protection. The spread paid by the buyer is like the insurance premium. If there is a default, the buyer is essentially made whole because s/he gets par for the bonds. Just like if you have homeowners insurance and you have a fire, the insurance policy pays you whatever your stuff is worth.

The CDS contract references a specific bond (or bank loan). For example, the 5-year Alltel CDS references the AT 7% '12. In the event of a default, the seller will be buying some bond which is pari-passu with the reference bond. The buyer of protection doesn't have to actually own this bond. In fact, the buyer of Alltel protection might be a bank with which Alltel has a credit line. The bank knows that if Alltel gets into trouble that the credit line will be drawn down. But they also know that the CDS contract spread will widen substantially, and they will have a profit in the contract. If Alltel actually defaults, they can buy the bond in the secondary market at a steep discount, then sell it to the seller of protection at par and make a huge profit.

CDS are also a vehicle for speculating on a credit. The buyer of protection is essentially short the credit, while the seller is long. Buying protection may be easier than actually finding the bonds to short. Similarly, selling protection may allow one to get exposure to a credit with greater leverage than would otherwise be the case. CDS also have no interest rate exposure, so someone who wants get long or short a credit can do so without needing to work about hedging credit risk on either the short or long side.

In fact, selling CDS protection in consort with owning a LIBOR floating asset is exactly like being long a 5-year FRN (if you ignore things like financing costs). Think about it, with the 5-year FRN, you'd get paid LIBOR plus some spread so long as the credit doesn't default. If it does default, you suffer the difference between par and the recovery rate. The CDS/LIBOR combination has exactly the same payout structure. For that matter, selling protection is also very much like buying a 5-year fixed corporate and heding with a 5-year LIBOR swap. You wind up just collecting the spread. For this reason, the CDS should have a similar spread as cash bonds when compared to LIBOR swaps.

In practice, CDS can divert from cash bonds materially for a couple reasons. First, the CDS may be deeper than the cash bonds, and in a fast moving market, the CDS may appear to lead cash bonds. In reality, this may be that the cash bonds aren't trading. More recently, we've seen CDS widen in LBO situations while the cash bonds tighten. This is normally because of covenants in the cash bonds which will result in a make-whole call. This post on the Equity Office Properties transaction describes this possibility in more detail. The same thing happened recently with First Data Corp's LBO. Even with companies rumored, like Alltel, to be possible LBO candidates and have attractive covenants, the CDS tend to under perform cash bonds.

Another reason is a cute little arbitrage involving discount priced bonds. Take Ryland 5.375% '15. This bond was issued in January of 2005 when the 10-year was 50bps lower, and troubles in the housing market has pushed the spread about 75bps wider. As a result, this bond has a dollar price of $92. So let's say I buy the bond and buy protection on it. If it defaults, I get paid par for my bond. I make 8 points. If it doesn't default, and the carry isn't negative, nothing happens. I get paid the yield on the bond, but probably gave up all the spread buying the CDS. So basically its a trade that has a high probability of doing nothing, but a small possibility of producing a nice return. Upside with no downside = arbitrage. Anyway, so CDS that reference discount priced bonds tend to be wider than those referencing premium priced bonds.

Warren Buffett famously described derivatives bought speculatively as "financial weapons of mass destruction." In Berkshire Hathaway's annual report to shareholders in 2002, he said, "Unless derivatives contracts are collateralized or guaranteed, their ultimate value also depends on the creditworthiness of the counterparties to them. In the meantime, though, before a contract is settled, the counterparties record profits and losses -often huge in amount- in their current earnings statements without so much as a penny changing hands. The range of derivatives contracts is limited only by the imagination of man (or sometimes, so it seems, madmen)." The same report, however, also states that he uses derivatives to hedge, and that some of Berkshire Hathaway's subsidiaries have sold and currently sell derivatives with notional amounts in the tens of billions of dollars.

The market for credit derivatives is now so large, in many instances the amount of credit derivatives outstanding for an individual name are vastly greater than the bonds outstanding. For instance, company X may have $1 billion of outstanding debt and $10 billion of CDS contracts outstanding. If such a company were to default, and recovery is 40 cents on the dollar, then the loss to investors holding the bonds would be $600 million. However the loss to credit default swap sellers would be $6 billion. When the CDS have been made for purely speculative purposes, in addition to spreading risk, credit derivatives can also amplify those risks. If the CDS were being used to hedge, the notional value of such contracts would be expected to be less than the size of the outstanding debt as the majority of such debt will be owned by investors who are happy to absorb the credit risk in return for the additional spread or risk premium. A bond hedged with CDS will, at least theoretically, generate returns close to LIBOR but with additional volatility. Long term investors would consider such returns to be of limited value. However speculators may profit from these differences and therefore improve market efficiency by driving the price of bonds and CDs closer together.

However CDS premiums can act as a good barometer of company's health. If investors are not sure about a firm's credit quality they will demand protection thus pushing up CDS spreads on that name in the market. Equity markets will then draw a cue from the credit markets and push down the stock price based on fear of corporate default. For example the credit spread of Bear Stearns widened significantly in the period immediately prior to being bailed out by the Fed and JP Morgan providing equity investors with advance warning of impending problems at the company.

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