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Schedule I (PARENT COMPANY ONLY)
12 Months Ended
Nov. 30, 2017
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,
 
2017
 
2016
ASSETS
 
 
 
Cash and cash equivalents
$
1,959,536

 
$
1,178,475

Cash and securities segregated and on deposited for regulatory purposes or deposited with clearing and depository organizations
57,817

 
36,148

Financial instruments owned, at fair value
52,641

 
130,116

Investments in managed funds
21,246

 
34,170

Loans to and investments in related parties
638,551

 
473,912

Investment in subsidiaries
5,084,726

 
4,757,824

Advances to subsidiaries
1,801,573

 
1,262,211

Subordinated notes receivable
2,708,685

 
2,802,440

Other assets
610,555

 
569,291

Total assets
$
12,935,330

 
$
11,244,587

LIABILITIES AND EQUITY
 
 
 
Short-term borrowings
$
131,567

 
$
96,456

Financial instruments sold, not yet purchased, at fair value
18,061

 
7,285

Accrued expenses and other liabilities
610,036

 
287,545

Long-term debt
6,416,844

 
5,483,355

Total liabilities
7,176,508

 
5,874,641

EQUITY
 
 
 
Member’s paid-in capital
5,895,601

 
5,538,103

Accumulated other comprehensive loss:
 
 
 
Currency translation adjustments
(98,909
)
 
(152,305
)
Changes in instrument specific credit risk
(27,888
)
 
(6,494
)
Cash flow hedges
(936
)
 

Additional minimum pension liability
(9,046
)
 
(9,358
)
Total accumulated other comprehensive loss
(136,779
)
 
(168,157
)
Total member’s equity
5,758,822

 
5,369,946

Total liabilities and equity
$
12,935,330

 
$
11,244,587

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,
 
2017
 
2016
 
2015
Revenues:
 
 
 
 
 
Principal transactions
$
12,410

 
$
952

 
$
68,720

Asset management fees and investment income (loss) from managed funds
(10,568
)
 
1,222

 
(20,889
)
Interest
241,357

 
226,781

 
201,632

Other
78,812

 
(8,156
)
 
33,193

Total revenues
322,011

 
220,799

 
282,656

Interest expense
276,727

 
235,556

 
250,919

Net revenues
45,284

 
(14,757
)
 
31,737

Non-interest expenses:
 
 
 
 
 
Total non-interest expenses
13,598

 
5,187

 
5,984

Earnings (loss) before income taxes
31,686

 
(19,944
)
 
25,753

Income tax expense (benefit)
(21,292
)
 
(9,574
)
 
3,958

Net earnings (loss) before undistributed earnings of subsidiaries
52,978

 
(10,370
)
 
21,795

Undistributed earnings of subsidiaries
304,520

 
25,804

 
71,739

Net earnings
357,498

 
15,434

 
93,534

Other comprehensive income (loss), net of tax:
 
 
 
 
 
Currency translation and other adjustments
53,396

 
(115,494
)
 
(27,157
)
Change in instrument specific credit risk
(21,394
)
 
(6,494
)
 

Cash flow hedges
(936
)
 

 

Minimum pension liability adjustments, net of tax
312

 
(1,223
)
 
(3,116
)
Total other comprehensive income (loss), net of tax
31,378

 
(123,211
)
 
(30,273
)
Comprehensive income (loss)
$
388,876

 
$
(107,777
)
 
$
63,261

See accompanying notes to condensed financial statements.
JEFFERIES GROUP LLC
(PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
 
Year Ended November 30,
 
2017
 
2016
 
2015
Cash flows from operating activities:
 
 
 
 
 
Net earnings
$
357,498

 
$
15,434

 
$
93,534

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
 
 
 
 
 
Amortization
(61,634
)
 
(63,681
)
 
(76,945
)
Undistributed earnings of subsidiaries
(304,520
)
 
(25,804
)
 
(71,739
)
(Income) loss on loans to and investments in related parties
(90,724
)
 
10,251

 
(40,460
)
Distributions received on investments in related parties

 
17,050

 
40,500

Other adjustments
39,513

 
(34,496
)
 
(98,870
)
Net change in assets and liabilities:
 
 
 
 
 
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations
(21,669
)
 
30,055

 
(4,714
)
Financial instruments owned
77,475

 
8,704

 
53,290

Investments in managed funds
12,924

 
763

 
19,907

Other assets
(29,031
)
 
21,475

 
77,813

Financial instruments sold, not yet purchased
10,776

 
(13,739
)
 
(8,802
)
Accrued expenses and other liabilities
324,446

 
15,125

 
(36,397
)
Net cash provided by (used in) operating activities
315,054

 
(18,863
)
 
(52,883
)
Cash flows from investing activities:
 
 
 
 
 
Investments in, advances to and subordinated notes receivable from subsidiaries
(415,100
)
 
327,110

 
420,797

Loans to and investments in related parties
(73,915
)
 
19,337

 
(19,301
)
Cash received from contingent consideration
1,342

 
2,617

 
4,444

Net cash provided by (used in) investing activities
(487,673
)
 
349,064

 
405,940

Cash flows from financing activities:
 
 
 
 
 
Proceeds from short-term borrowings
555,652

 
102,238

 
750,000

Payments on short-term borrowings
(532,326
)
 
(5,786
)
 
(750,000
)
Proceeds from issuance of long-term debt, net of issuance costs
1,116,798

 
277,583

 

Repayment of long-term debt
(186,444
)
 
(350,000
)
 
(500,000
)
Net cash provided by (used in) financing activities
953,680

 
24,035

 
(500,000
)
Net increase (decrease) in cash and cash equivalents
781,061

 
354,236

 
(146,943
)
Cash and cash equivalents at beginning of period
1,178,475

 
824,239

 
971,182

Cash and cash equivalents at end of period
$
1,959,536

 
$
1,178,475

 
$
824,239

 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
 
Cash paid (received) during the period for:
 
 
 
 
 
Interest
$
332,135

 
$
300,680

 
$
329,926

Income taxes, net
2,494

 
(8,654
)
 
(5,859
)
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, 2017. 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 (principal amount of $345.0 million) (the “debentures”) were convertible into Leucadia common shares. At November 1, 2017, $20.2 million of these debentures were called. At November 22, 2017, all of the remaining convertible debentures were called for optional redemption, with a redemption date of January 5, 2018. All of these remaining convertible debentures were redeemed on January 5, 2018. For further information, refer to Note 12, Long-Term Debt, in the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended November 30, 2017.
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, 2017.
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 in 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 had provided a guarantee in respect of certain obligations of Jefferies Finance LLC that would have matured in January 2021, whereby the Parent Company was required to make certain payments to an SPE sponsored by Jefferies Finance in the event that Jefferies Finance was unable to meet its obligations to the SPE and a guarantee of a credit agreement for a fund owned by employees. These guarantees were terminated during 2017.
The Parent Company guarantees certain financing arrangements of subsidiaries. At November 30, 2017, there were no open guarantees.
Structured Notes. Structured notes of $614.1 million at November 30, 2017 were jointly and severally co-issued by our wholly-owned subsidiary Jefferies Group Capital Finance Inc.