Note 13. Financial Statement Offsetting

In connection with Jefferies derivative activities and securities financing activities, Jefferies may enter into master netting agreements and collateral arrangements with counterparties. Generally, transactions are executed under standard industry agreements, including, but not limited to: derivative transactions – ISDA master netting agreements; securities lending transactions – master securities lending agreements; and repurchase transactions – master repurchase agreements. A master agreement creates a single contract under which all transactions between two counterparties are executed allowing for trade aggregation and a single net payment obligation. Master agreements provide protection in bankruptcy in certain circumstances and, where legally enforceable, enable receivables and payables with the same counterparty to be settled or otherwise eliminated by applying amounts due to a counterparty against all or a portion of an amount due from the counterparty or a third party. In addition, Jefferies may enter into customized bilateral trading agreements and other customer agreements that provide for the netting of receivables and payables with a given counterparty as a single net obligation.

Under Jefferies derivative ISDA master netting agreements, Jefferies typically will also execute credit support annexes, which provide for collateral, either in the form of cash or securities, to be posted by or paid to a counterparty based on the fair value of the derivative receivable or payable based on the rates and parameters established in the credit support annex. In the event of the counterparty's default, provisions of the master agreement permit acceleration and termination of all outstanding transactions covered by the agreement such that a single amount is owed by, or to, the non-defaulting party. In addition, any collateral posted can be applied to the net obligations, with any excess returned; and the collateralized party has a right to liquidate the collateral. Any residual claim after netting is treated along with other unsecured claims in bankruptcy court.

The conditions supporting the legal right of offset may vary from one legal jurisdiction to another and the enforceability of master netting agreements and bankruptcy laws in certain countries or in certain industries is not free from doubt. The right of offset is dependent both on contract law under the governing arrangement and consistency with the bankruptcy laws of the jurisdiction where the counterparty is located. Industry legal opinions with respect to the enforceability of certain standard provisions in respective jurisdictions are relied upon as a part of managing credit risk. Master netting agreements are a critical component of Jefferies risk management processes as part of reducing counterparty credit risk and managing liquidity risk.

Jefferies is also a party to clearing agreements with various central clearing parties. Under these arrangements, the central clearing counterparty facilitates settlement between counterparties based on the net payable owed or receivable due and, with respect to daily settlement, cash is generally only required to be deposited to the extent of the net amount. In the event of default, a net termination amount is determined based on the market values of all outstanding positions and the clearing organization or clearing member provides for the liquidation and settlement of the net termination amount among all counterparties to the open repurchase and/or securities lending transactions.

The following table provides information regarding derivative contracts, repurchase agreements and securities borrowing and lending arrangements that are recognized in the Consolidated Statements of Financial Condition and 1) the extent to which, under enforceable master netting arrangements, such balances are presented net in the Consolidated Statements of Financial Condition as appropriate under GAAP and 2) the extent to which other rights of setoff associated with these arrangements exist and could have an effect on our consolidated financial position.


				Netting in			Net Amounts in
				Consolidated			Consolidated		Additional
				Statement of			Statement of		Amounts
		Gross		Financial			Financial		Available for			Available			Net Amount
(In thousands)		Amounts		Condition			Condition		Setoff (1)			Collateral (2)			(3)

Assets at March 31, 2014
Derivative contracts	$	2,396,215	$	(2,172,516	)	$	223,699	$	–		$	–		$	223,699
Securities borrowing arrangements	$	6,119,935	$	–		$	6,119,935	$	(655,539	)	$	(1,197,430	)	$	4,266,966
Reverse repurchase agreements	$	13,020,716	$	(8,572,185	)	$	4,448,531	$	(196,671	)	$	(4,197,094	)	$	54,766

Liabilities at March 31, 2014
Derivative contracts	$	2,410,071	$	(2,221,566	)	$	188,505	$	–		$	–		$	188,505
Securities lending arrangements	$	3,082,032	$	–		$	3,082,032	$	(655,539	)	$	(2,384,307	)	$	42,186
Repurchase agreements	$	19,349,250	$	(8,572,185	)	$	10,777,065	$	(196,671	)	$	(9,247,075	)	$	1,333,319

Assets at December 31, 2013
Derivative contracts	$	2,514,683	$	(2,253,589	)	$	261,094	$	–		$	–		$	261,094
Securities borrowing arrangements	$	5,359,846	$	–		$	5,359,846	$	(530,293	)	$	(957,140	)	$	3,872,413
Reverse repurchase agreements	$	12,715,449	$	(8,968,529	)	$	3,746,920	$	(590,754	)	$	(3,074,540	)	$	81,626

Liabilities at December 31, 2013
Derivative contracts	$	2,532,690	$	(2,352,611	)	$	180,079	$	–		$	–		$	180,079
Securities lending arrangements	$	2,506,122	$	$ –		$	2,506,122	$	(530,293	)	$	(1,942,271	)	$	33,558
Repurchase agreements	$	19,748,374	$	(8,968,529	)	$	10,779,845	$	(590,754	)	$	(8,748,641	)	$	1,440,450

(1) Under master netting agreements with our counterparties, we have the legal right of offset with a counterparty, which incorporates all of the counterparty's outstanding rights and obligations under the arrangement. These balances reflect additional credit risk mitigation that is available by counterparty in the event of a counterparty's default, but which are not netted in the balance sheet because other netting provisions of U.S. GAAP are not met. Further, for derivative assets and liabilities, amounts netted include cash collateral paid or received.

(2) Includes securities received or paid under collateral arrangements with counterparties that could be liquidated in the event of a counterparty default and thus offset against a counterparty's rights and obligations under the respective repurchase agreements or securities borrowing or lending arrangements.

(3) At March 31, 2014, amounts include $4,202.5 million of securities borrowing arrangements, for which we have received securities collateral of $4,076.5 million, and $1,325.0 million of repurchase agreements, for which we have pledged securities collateral of $1,358.3 million, which are subject to master netting agreements but we have not yet determined the agreements to be legally enforceable. At December 31, 2013, amounts include $3,818.4 million of securities borrowing arrangements, for which we have received securities collateral of $3,721.8 million, and $1,410.0 million of repurchase agreements, for which we have pledged securities collateral of $1,438.9 million, which are subject to master netting agreements but we have not yet determined the agreements to be legally enforceable.