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Schedule I (PARENT COMPANY ONLY)
12 Months Ended
Nov. 30, 2016
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
Schedule I (PARENT COMPANY ONLY)
JEFFERIES GROUP LLC
(PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF FINANCIAL CONDITION
(In thousands)
 
November 30,
 
2016
 
2015
ASSETS
 
 
 
Cash and cash equivalents
$
1,178,475

 
$
824,239

Cash and securities segregated and on deposited for regulatory purposes or deposited with clearing and depository organizations
36,148

 
66,203

Financial instruments owned, at fair value
130,116

 
138,820

Investments in managed funds
34,170

 
34,933

Loans to and investments in related parties
473,912

 
520,550

Investment in subsidiaries
4,757,824

 
4,892,454

Advances to subsidiaries
1,262,211

 
1,423,175

Subordinated notes receivable
2,802,440

 
2,924,479

Other assets
569,291

 
590,581

Total assets
$
11,244,587

 
$
11,415,434

LIABILITIES AND EQUITY
 
 
 
Short-term borrowings
$
96,456

 
$

Financial instruments sold, not yet purchased, at fair value
7,285

 
21,024

Accrued expenses and other liabilities
287,545

 
271,779

Long-term debt
5,483,355

 
5,640,722

Total liabilities
5,874,641

 
5,933,525

EQUITY
 
 
 
Member’s paid-in capital
5,538,103

 
5,526,855

Accumulated other comprehensive loss:
 
 
 
Currency translation adjustments
(152,305
)
 
(36,811
)
Changes in instrument specific credit risk
(6,494
)
 

Additional minimum pension liability
(9,358
)
 
(8,135
)
Total accumulated other comprehensive loss
(168,157
)
 
(44,946
)
Total member’s equity
5,369,946

 
5,481,909

Total liabilities and equity
$
11,244,587

 
$
11,415,434

See accompanying notes to condensed financial statements.
JEFFERIES GROUP LLC
(PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands)
 
Year Ended November 30,
 
2016
 
2015
 
2014
Revenues:
 
 
 
 
 
Principal transactions
$
952

 
$
68,720

 
$
46,416

Asset management fees and investment income (loss) from managed funds
1,222

 
(20,889
)
 
(7,452
)
Interest
226,781

 
201,632

 
194,568

Other
(8,156
)
 
33,193

 
81,511

Total revenues
220,799

 
282,656

 
315,043

Interest expense
235,556

 
250,919

 
251,020

Net revenues
(14,757
)
 
31,737

 
64,023

Non-interest expenses:
 
 
 
 
 
Total non-interest expenses
5,187

 
5,984

 
9,263

Earnings (loss) before income taxes
(19,944
)
 
25,753

 
54,760

Income tax expense (benefit)
(9,574
)
 
3,958

 
22,650

Net earnings (loss) before undistributed earnings of subsidiaries
(10,370
)
 
21,795

 
32,110

Undistributed earnings of subsidiaries
25,804

 
71,739

 
125,450

Net earnings
15,434

 
93,534

 
157,560

Other comprehensive loss, net of tax:
 
 
 
 
 
Currency translation and other adjustments
(115,494
)
 
(27,157
)
 
(30,995
)
Change in instrument specific credit risk
(6,494
)
 

 

Minimum pension liability adjustments, net of tax
(1,223
)
 
(3,116
)
 
(7,778
)
Total other comprehensive loss, net of tax
(123,211
)
 
(30,273
)
 
(38,773
)
Comprehensive income (loss)
$
(107,777
)
 
$
63,261

 
$
118,787

See accompanying notes to condensed financial statements.
JEFFERIES GROUP LLC
(PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
 
Year Ended November 30,
 
2016
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
 
Net earnings
$
15,434

 
$
93,534

 
$
157,560

Adjustments to reconcile net earnings to net cash used in operating activities:
 
 
 
 
 
Amortization
(63,681
)
 
(76,945
)
 
(80,424
)
Undistributed earnings of subsidiaries
(25,804
)
 
(71,739
)
 
(125,450
)
Loss (income) on loans to and investments in related parties
10,251

 
(40,460
)
 
(67,965
)
Distributions received on investments in related parties
17,050

 
40,500

 
35,562

Other adjustments
(34,496
)
 
(98,870
)
 
(78,064
)
Net change in assets and liabilities:
 
 
 
 
 
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations
30,055

 
(4,714
)
 
(28,155
)
Financial instruments owned
8,704

 
53,290

 
(45,950
)
Investments in managed funds
763

 
19,907

 
(1,028
)
Other assets
20,986

 
77,064

 
47,666

Financial instruments sold, not yet purchased
(13,739
)
 
(8,802
)
 
21,462

Accrued expenses and other liabilities
15,125

 
(36,397
)
 
38,477

Net cash used in operating activities
(19,352
)
 
(53,632
)
 
(126,309
)
Cash flows from investing activities:
 
 
 
 
 
Investments in, advances to and subordinated notes receivable from subsidiaries
327,110

 
420,797

 
82,143

Loans to and investments in related parties
19,337

 
(19,301
)
 
(469
)
Cash received from contingent consideration
2,617

 
4,444

 
6,253

Net cash provided by investing activities
349,064

 
405,940

 
87,927

Cash flows from financing activities:
 
 
 
 
 
Excess tax benefits from the issuance of share-based awards
489

 
749

 
1,921

Proceeds from short-term borrowings
102,238

 
750,000

 
1,160,000

Payments on short-term borrowings
(5,786
)
 
(750,000
)
 
(1,160,000
)
Net proceeds from issuance of senior notes, net of issuance costs
277,583

 

 
681,222

Repayment of long-term debt
(350,000
)
 
(500,000
)
 
(250,000
)
Net cash provided by (used in) financing activities
24,524

 
(499,251
)
 
433,143

Net increase (decrease) in cash and cash equivalents
354,236

 
(146,943
)
 
394,761

Cash and cash equivalents at beginning of period
824,239

 
971,182

 
576,421

Cash and cash equivalents at end of period
$
1,178,475

 
$
824,239

 
$
971,182

 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
 
Cash paid (received) during the period for:
 
 
 
 
 
Interest
$
300,680

 
$
329,926

 
$
330,261

Income taxes, net
(8,654
)
 
(5,859
)
 
111,542

See accompanying notes to condensed financial statements.
Note 1. Introduction and Basis of Presentation
The accompanying condensed financial statements (the “Parent Company Financial Statements”), including the notes thereto, should be read in conjunction with the consolidated financial statements of Jefferies Group LLC (the “Company”) and the notes thereto found in the Company’s Annual Report on Form 10-K for the year ended November 30, 2016. For purposes of these condensed non-consolidated financial statements, the Company’s wholly owned and majority owned subsidiaries are accounted for using the equity method of accounting (“equity method subsidiaries”).
The Parent Company is an indirect wholly owned subsidiary of Leucadia National Corporation (“Leucadia”). Leucadia does not guarantee any of our outstanding debt securities. Our 3.875% Convertible Senior Debentures due 2029 are convertible into Leucadia common shares.
The Parent Company Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial information. The significant accounting policies of the Parent Company Financial Statements are those used by the Company on a consolidated basis, to the extent applicable. For further information regarding the significant accounting policies refer to Note 2, Summary of Significant Accounting Policies in the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended November 30, 2016.
The Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with U.S. GAAP. The most important of these estimates and assumptions relate to fair value measurements, goodwill and intangible assets, the ability to realize deferred tax assets and the recognition and measurement of uncertain tax positions. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates.
Note 2. Transactions with Subsidiaries
The Parent Company has transactions with its consolidated subsidiaries, Leucadia and certain other affiliated entities determined on an agreed upon basis and has guaranteed certain unsecured lines of credit and contractual obligations of certain equity method subsidiaries.
Note 3. Guarantees
In the normal course of its business, the Parent Company issues guarantees in respect of obligations of certain of its wholly owned subsidiaries under trading and other financial arrangements, including guarantees to various trading counterparties and banks. The Parent Company records all derivative contracts and Financial instruments owned and Financial instruments sold, not yet purchased at fair value on its consolidated statements of financial condition.
Certain of the Parent Company’s equity method subsidiaries are members of various exchanges and clearing houses. In the normal course of business, the Parent Company provides guarantees to securities clearinghouses and exchanges. These guarantees generally are required under the standard membership agreements, such that members are required to guarantee the performance of other members. Additionally, if a member becomes unable to satisfy its obligations to the clearinghouse, other members would be required to meet these shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral. The Parent Company’s obligations under such guarantees could exceed the collateral amounts posted. The maximum potential liability under these arrangements cannot be quantified; however, the potential for the Parent Company to be required to make payments under such guarantees is deemed remote. Accordingly no liability has been recognized for these arrangements.
The Parent Company has provided a guarantee in respect of certain obligations of Jefferies Finance LLC that matures in January 2021, whereby the Parent Company is required to make certain payments to an SPE sponsored by Jefferies Finance in the event that Jefferies Finance is unable to meet its obligations to the SPE and a guarantee of a credit agreement for a fund owned by employees. At November 30, 2016, the maximum amount payable under these guarantees is $21.1 million.
The Parent Company guarantees certain financing arrangements of subsidiaries. The financing arrangements totaled a maximum obligation of $62.0 million at November 30, 2016.
Structured Notes. Structured notes of $255.2 million at November 30, 2016 were jointly and severally co-issued by our wholly-owned subsidiary Jefferies Group Capital Finance Inc.