NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Index
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 1. Organization and Basis of Presentation
Organization
Jefferies Group LLC is the largest independent U.S.-headquartered global full service, integrated investment banking and securities firm. The accompanying Consolidated Financial Statements represent the accounts of Jefferies Group LLC and all our subsidiaries (together “we” or “us”). The subsidiaries of Jefferies Group LLC include Jefferies LLC, Jefferies International Limited, Jefferies Hong Kong Limited, Jefferies Financial Services, Inc., Jefferies Funding LLC, Jefferies Leveraged Credit Products, LLC and all other entities in which we have a controlling financial interest or are the primary beneficiary.
Jefferies Group LLC is a direct wholly-owned subsidiary of publicly traded Jefferies Financial Group Inc. (“Jefferies”). Jefferies does not guarantee any of our outstanding debt securities. Jefferies Group LLC is a Securities and Exchange Commission (“SEC”) reporting company, filing annual, quarterly and periodic financial reports. Richard Handler, our Chief Executive Officer and Chairman, is the Chief Executive Officer of Jefferies, as well as a Director of Jefferies. Brian P. Friedman, our Chairman of the Executive Committee, is Jefferies’ President and a Director of Jefferies.
We operate in two reportable business segments: (1) Investment Banking and Capital Markets and (2) Asset Management. For further information on our reportable business segments, refer to Note 20, Segment Reporting.
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial information.
We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period to prepare these consolidated financial statements in conformity with U.S. GAAP. The most important of these estimates and assumptions relate to fair value measurements, compensation and benefits, goodwill and intangible assets, the ability to realize certain 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.
Consolidation
Our policy is to consolidate all entities that we control by ownership of a majority of the outstanding voting stock. In addition, we consolidate entities that meet the definition of a variable interest entity (“VIE”) for which we are the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly-owned, the third-party’s holding of equity interest is presented as Noncontrolling interests in our Consolidated Statements of Financial Condition and Consolidated Statements of Changes in Equity. The portion of net earnings attributable to the noncontrolling interests is presented as Net earnings (loss) attributable to noncontrolling interests in our Consolidated Statements of Earnings.
In situations in which we have significant influence, but not control, of an entity that does not qualify as a VIE, we apply either the equity method of accounting or fair value accounting pursuant to the fair value option election under U.S. GAAP, with our portion of net earnings or gains and losses recorded in Other revenues or Principal transactions revenues, respectively. We also have formed nonconsolidated investment vehicles with third-party investors that are typically organized as partnerships or limited liability companies and are carried at fair value. We act as general partner or managing member for these investment vehicles and have generally provided the third-party investors with termination or “kick-out” rights.
Intercompany accounts and transactions are eliminated in consolidation.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition Policies
Commissions and Other Fees. All customer securities transactions are reported in our Consolidated Statements of Financial Condition on a settlement date basis with related income reported on a trade-date basis. We permit institutional customers to allocate a portion of their gross commissions to pay for research products and other services provided by third-parties. The amounts allocated for those purposes are commonly referred to as soft dollar arrangements. These arrangements are accounted for on an accrual basis and, as we are acting as an agent in these arrangements, netted against commission revenues in our Consolidated Statements of Earnings. In addition, we earn asset-based fees associated with the management and supervision of assets, account services and administration related to customer accounts.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Principal Transactions. Financial instruments owned and Financial instruments sold, not yet purchased (all of which are recorded on a trade-date basis) are carried at fair value with gains and losses reflected in Principal transactions revenues in our Consolidated Statements of Earnings, except for derivatives accounted for as hedges (see “Hedge Accounting” section herein and Note 5, Derivative Financial Instruments). Fees received on loans carried at fair value are also recorded in Principal transactions revenues.
Investment Banking. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed. Advisory fees from restructuring engagements are recognized over time using a time elapsed measure of progress. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related expenses, including expenses incurred related to restructuring advisory engagements, are expensed as incurred. All investment banking advisory expenses are recognized within their respective expense category on the Consolidated Statements of Earnings and any expenses reimbursed by clients are recognized as Investment banking revenues.
Underwriting and placement agent revenues are recognized at a point in time on trade-date. Costs associated with underwriting activities are deferred until the related revenue is recognized or the engagement is otherwise concluded and are recorded on a gross basis within Underwriting costs in the Consolidated Statements of Earnings.
Asset Management Fees and Revenues. Asset management fees and revenues consist of asset management fees, as well as revenues from third-parties with strategic relationships pursuant to arrangements, which entitle us to portions of our partners’ management company revenues and/or partners’ profits and perpetual rights to certain defined revenues for a given revenue share period. Revenue from third-parties with strategic relationships pursuant to arrangements is recognized at the end of the defined revenue or profit share period when the revenues have been realized and all contingencies have been resolved.
Management and administrative fees are generally recognized over the period that the related service is provided. Performance fee revenue is generally recognized only at the end of the performance period to the extent that the benchmark return has been met.
Interest Revenue and Expense. We recognize contractual interest on Financial instruments owned and Financial instruments sold, not yet purchased, on an accrual basis as a component of interest revenue and expense. Interest flows on derivative trading transactions and dividends are included as part of the fair valuation of these contracts and recognized in Principal transactions revenues in our Consolidated Statements of Earnings rather than as a component of interest revenue or expense. We account for our short- and long-term borrowings on an accrual basis, except for those for which we have elected the fair value option, with related interest recorded as Interest expense. Discounts/premiums arising on our long-term debt are accreted/amortized to Interest expense using the effective yield method over the remaining lives of the underlying debt obligations. We recognize interest revenue related to our securities borrowed and securities purchased under agreements to resell activities and interest expense related to our securities loaned and securities sold under agreements to repurchase activities on an accrual basis. In addition, we recognize interest income as earned on brokerage customer margin balances and interest expense as incurred on credit balances.
Cash Equivalents
Cash equivalents include highly liquid investments, including money market funds and certificates of deposit, not held for resale with original maturities of three months or less.
Cash and Securities Segregated and on Deposit for Regulatory Purposes or Deposited With Clearing and Depository Organizations
In accordance with Rule 15c3-3 of the Securities Exchange Act of 1934, Jefferies LLC as a broker-dealer carrying client accounts, is subject to requirements related to maintaining cash or qualified securities in a segregated reserve account for the exclusive benefit of its clients. Certain other entities are also obligated by rules mandated by their primary regulators to segregate or set aside cash or equivalent securities to satisfy regulations, promulgated to protect customer assets. In addition, certain exchange and/or clearing organizations require cash and/or securities to be deposited by us to conduct day-to-day activities.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Financial Instruments and Fair Value
Financial instruments owned and Financial instruments sold, not yet purchased are recorded at fair value, either as required by accounting pronouncements or through the fair value option election. These instruments primarily represent our trading activities and include both cash and derivative products. Gains and losses are recognized in Principal transactions revenues in our Consolidated Statements of Earnings. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).
Fair Value Hierarchy
In determining fair value, we maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. We apply a hierarchy to categorize our fair value measurements broken down into three levels based on the transparency of inputs as follows:
|
|
|
|
|
|
Level 1:
|
Quoted prices are available in active markets for identical assets or liabilities at the reported date. Valuation adjustments and block discounts are not applied to Level 1 instruments.
|
Level 2:
|
Pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable at the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments for which fair values have been derived using model inputs that are directly observable in the market, or can be derived principally from, or corroborated by, observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed.
|
Level 3:
|
Instruments that have little to no pricing observability at the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
|
Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, the financial instrument is valued at the point within the bid-ask range that meets our best estimate of fair value. We use prices and inputs that are current at the measurement date. For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based on the best available information, taking into account the types of financial instruments, current financial information, restrictions (if any) on dispositions, fair values of underlying financial instruments and quotations for similar instruments.
The valuation of financial instruments may include the use of valuation models and other techniques. Adjustments to valuations derived from valuation models are permitted based on management’s judgment, which takes into consideration the features of the financial instrument such as its complexity, the market in which the financial instrument is traded and underlying risk uncertainties about market conditions. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.
The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument and market conditions. As the observability of prices and inputs may change for a financial instrument from period to period, this condition may cause a transfer of an instrument among the fair value hierarchy levels. The degree of judgment exercised in determining fair value is greatest for instruments categorized within Level 3.
Loans to and Investments in Related Parties
Loans to and investments in related parties include investments in private equity and other operating entities made in connection with our investment banking and capital markets activities in which we exercise significant influence over operating and capital decisions and loans issued in connection with such activities. Loans to and investments in related parties are accounted for using the equity method or at cost, as appropriate. Revenues on Loans to and investments in related parties are included in Other revenues in our Consolidated Statements of Earnings. See Note 9, Investments, and Note 21, Related Party Transactions, for additional information regarding certain of these investments.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Securities Borrowed and Securities Loaned
Securities borrowed and securities loaned are carried at the amounts of cash collateral advanced and received in connection with the transactions and accounted for as collateralized financing transactions. In connection with both trading and brokerage activities, we borrow securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement date, and lend securities to other brokers and dealers for similar purposes. When we borrow securities, we generally provide cash to the lender as collateral, which is reflected in our Consolidated Statements of Financial Condition as Securities borrowed. We earn interest revenues on this cash collateral. Similarly, when we lend securities to another party, that party provides cash to us as collateral, which is reflected in our Consolidated Statements of Financial Condition as Securities loaned. We pay interest expense on the cash collateral received from the party borrowing the securities. The initial collateral advanced or received approximates or is greater than the fair value of the securities borrowed or loaned. We monitor the fair value of the securities borrowed and loaned on a daily basis and request additional collateral or return excess collateral, as appropriate.
Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase
Securities purchased under agreements to resell and Securities sold under agreements to repurchase (collectively “repos”) are accounted for as collateralized financing transactions and are recorded at their contracted resale or repurchase amount plus accrued interest. We earn and incur interest over the term of the repo, which is reflected in Interest revenue and Interest expense in our Consolidated Statements of Earnings on an accrual basis. Repos are presented in our Consolidated Statements of Financial Condition on a net-basis by counterparty, where permitted by U.S. GAAP. We monitor the fair value of the underlying securities daily versus the related receivable or payable balances. Should the fair value of the underlying securities decline or increase, additional collateral is requested or excess collateral is returned, as appropriate.
Offsetting of Derivative Financial Instruments and Securities Financing Agreements
To manage our exposure to credit risk associated with our derivative activities and securities financing transactions, we may enter into International Swaps and Derivative Association, Inc. (“ISDA”) master netting agreements, master securities lending agreements, master repurchase agreements or similar agreements and collateral arrangements with counterparties. 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 against all or a portion of an amount due from the counterparty or a third-party. Under our ISDA master netting agreements, we typically 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. In cases where we have not determined an agreement to be enforceable, the related amounts are not offset. Master netting agreements are a critical component of our risk management processes as part of reducing counterparty credit risk and managing liquidity risk.
We are 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 contracts or transactions.
Refer to Note 5, Derivative Financial Instruments and Note 6, Collateralized Transactions, for further information.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Hedge Accounting
Hedge accounting is applied using interest rate swaps designated as fair value hedges of changes in the benchmark interest rate of fixed rate senior long-term debt. The interest rate swaps are included as derivative contracts in Financial instruments owned and Financial instruments sold, not yet purchased in our Consolidated Statements of Financial Position. We use regression analysis to perform ongoing prospective and retrospective assessments of the effectiveness of these hedging relationships. A hedging relationship is deemed effective if the change in fair value of the interest rate swap and the change in the fair value of the long-term debt due to changes in the benchmark interest rate offset within a range of 80% - 125%. The impact of valuation adjustments related to our own credit spreads and counterparty credit spreads are included in the assessment of effectiveness.
For qualifying fair value hedges of benchmark interest rates, the change in the fair value of the derivative and the change in fair value of the long-term debt provide offset of one another and, together with any resulting ineffectiveness, are recorded in Interest expense.
We seek to reduce the impact of fluctuations in foreign exchange rates on our net investments in certain non-U.S. operations through the use of foreign exchange contracts. The foreign exchange contracts are included as derivative contracts in Financial instruments owned and Financial instruments sold, not yet purchased in our Consolidated Statements of Financial Position. For foreign exchange contracts designated as hedges, the effectiveness of the hedge is assessed based on the overall changes in the fair value of the forward contracts (i.e., based on changes in forward rates). For qualifying net investment hedges, all gains or losses on the hedging instruments are included in Currency translation adjustments and other.
Refer to Note 5, Derivative Financial Instruments, for further information.
Premises and Equipment
Premises and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets (generally three to ten years). Leasehold improvements are amortized using the straight-line method over the term of the related leases or the estimated useful lives of the assets, whichever is shorter. Premises and equipment includes internally developed software. The carrying values of internally developed software ready for its intended use are depreciated over the remaining useful life.
At November 30, 2020 and 2019, furniture, fixtures and equipment, including amounts under capital leases at November 30, 2019, amounted to $527.9 million and $500.3 million, respectively, and leasehold improvements amounted to $259.7 million and $262.1 million, respectively. Accumulated depreciation and amortization was $427.2 million and $411.9 million at November 30, 2020 and 2019, respectively.
Depreciation and amortization expense amounted to $74.7 million, $67.0 million and $56.2 million for the years ended November 30, 2020, 2019 and 2018, respectively.
Leases
We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (the “new lease standard”) on December 1, 2019. These lease policy updates are applied using a modified retrospective approach. Reported financial information for the historical comparable period was not revised and continues to be reported under the accounting standards in effect during the historical periods.
For leases with an original term longer than one year, lease liabilities are initially recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term, including non-lease components such as fixed common area maintenance costs and other fixed costs for generally all leases. A corresponding right-of-use (“ROU”) asset is initially recognized equal to the lease liability adjusted for any lease prepayments, initial direct costs and lease incentives. The ROU assets are included in Premises and equipment and the lease liabilities are included in Lease liabilities in our Consolidated Statement of Financial Condition.
The discount rates used in determining the present value of leases represent our collateralized borrowing rate considering each lease’s term and currency of payment. The lease term includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Certain leases have renewal options that can be exercised at the discretion of the Company. Lease expense is generally recognized on a straight-line basis over the lease term and included in Occupancy and equipment rental expense in our Consolidated Statement of Earnings.
Refer to Note 3, Accounting Developments, and Note 13, Leases, for further information.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Goodwill and Intangible Assets
Goodwill. Goodwill represents the excess acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on August 1st or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, we conclude that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. If we conclude otherwise, we are required to perform the two-step impairment test. The goodwill impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the estimated fair value is less than the carrying value, further analysis is necessary to determine the amount of impairment, if any, by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s goodwill.
The fair value of reporting units are based on widely accepted valuation techniques that we believe market participants would use, although the valuation process requires significant judgment and often involves the use of significant estimates and assumptions. The methodologies we utilize in estimating the fair value of reporting units include market valuation methods that incorporate price-to-earnings and price-to-book multiples of comparable exchange-traded companies and multiples of merger and acquisitions of similar businesses. The estimates and assumptions used in determining fair value could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge. Adverse market or economic events could result in impairment charges in future periods.
Intangible Assets. Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist. For amortizable intangible assets, impairment exists when the carrying amount of the intangible asset exceeds its fair value. At least annually, the remaining useful life is evaluated.
An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If we conclude otherwise, we are required to perform a quantitative impairment test.
Intangible assets are included in Other assets in our Consolidated Statements of Financial Condition. Our annual indefinite-lived intangible asset impairment testing date is August 1st. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted.
Refer to Note 10, Goodwill and Intangible Assets, for further information.
Income Taxes
Our results of operations are included in the consolidated federal and applicable state income tax returns filed by Jefferies. In states that neither accept nor require combined or unitary tax returns, certain subsidiaries file separate state income tax returns. We also are subject to income tax in various foreign jurisdictions in which we operate. We account for our provision for income taxes using a “separate return” method. Amounts provided for income taxes are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable. Pursuant to a tax sharing agreement entered into between us and Jefferies, payments are made between us and Jefferies to settle current tax assets and liabilities.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We provide deferred taxes on our temporary differences and on any carryforwards that we could claim on our hypothetical tax return. The realization of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized on the basis of its projected separate return results.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
We record uncertain tax positions using a two-step process: (i) we determine whether it is more likely than not that each tax position will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
Legal Reserves
In the normal course of business, we have been named, from time to time, as a defendant in legal and regulatory proceedings. We are also involved, from time to time, in other exams, investigations and similar reviews (both formal and informal) by governmental and self-regulatory agencies regarding our businesses, certain of which may result in judgments, settlements, fines, penalties or other injunctions.
We recognize a liability for a contingency in Accrued expenses and other liabilities when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If the reasonable estimate of a probable loss is a range, we accrue the most likely amount of such loss, and if such amount is not determinable, then we accrue the minimum in the range as the loss accrual. The determination of the outcome and loss estimates requires significant judgment on the part of management. We believe that any other matters for which we have determined a loss to be probable and reasonably estimable are not material to our consolidated financial statements.
In many instances, it is not possible to determine whether any loss is probable or even possible or to estimate the amount of any loss or the size of any range of loss. We believe that, in the aggregate, the pending legal actions or regulatory proceedings and any other exams, investigations or similar reviews (both formal and informal) should not have a material adverse effect on our consolidated results of operations, cash flows or financial condition. In addition, we believe that any amount of potential loss or range of potential loss in excess of what has been provided in our consolidated financial statements that could be reasonably estimated is not material.
Share-based Compensation
Share-based awards are measured based on the grant-date fair value of the award and recognized over the period from the service inception date through the date the employee is no longer required to provide service to earn the award. We account for forfeitures as they occur.
Foreign Currency Translation
Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the end of a period. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of hedging gains or losses and taxes, if any, are included in Other comprehensive income. Gains or losses resulting from foreign currency transactions are included in Principal transactions revenues in our Consolidated Statements of Earnings.
Securitization Activities
We engage in securitization activities related to corporate loans, consumer loans, commercial mortgage loans and mortgage-backed and other asset-backed securities. Transfers of financial assets to secured funding vehicles are accounted for as sales when we have relinquished control over the transferred assets. The gain or loss on sale of such financial assets depends, in part, on the previous carrying amount of the assets involved in the transfer allocated between the assets sold and the retained interests, if any, based upon their respective fair values at the date of sale. We may retain interests in the securitized financial assets as one or more tranches of the securitization. These retained interests are included in Financial instruments owned within our Consolidated Statements of Financial Condition at fair value. Any changes in the fair value of such retained interests are recognized in Principal transactions revenues in our Consolidated Statements of Earnings.
When a transfer of assets does not meet the criteria of a sale, we account for the transfer as a secured borrowing and continue to recognize the assets of a secured borrowing in Financial instruments owned and recognize the associated financing in Other secured financings in our Consolidated Statements of Financial Condition.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 3. Accounting Developments
Accounting Standards to be Adopted in Future Periods
Income Taxes. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The objective of the guidance is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The guidance is effective in the first quarter of fiscal 2022. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
Consolidation. In October 2018, the FASB issued ASU No. 2018-17, Consolidation: Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. We adopted the guidance in the first quarter of fiscal 2021 and the adoption did not have a material impact on our consolidated financial statements.
Internal-Use Software. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance amends the definition of a hosting arrangement and requires that the customer in a hosting arrangement that is a service contract capitalize certain implementation costs as if the arrangement was an internal-use software project. We adopted the guidance in the first quarter of fiscal 2021 and elected to apply the guidance prospectively to implementation costs incurred after the adoption date. The adoption did not have an impact on our consolidated financial statements on the adoption date.
Defined Benefit Plans. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. The objective of the guidance is to improve the effectiveness of disclosure requirements on defined benefit pension plans and other postretirement plans. We adopted the guidance in the first quarter of fiscal 2021 and the adoption did not have a material impact on our consolidated financial statements.
Goodwill. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies goodwill impairment testing. We adopted the guidance in the first quarter of fiscal 2021 and the adoption did not have a material impact on our consolidated financial statements.
Financial Instruments—Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. The guidance provides for estimating credit losses on financial assets measured at amortized cost by introducing an approach based on expected losses over the financial asset's entire life, recorded at inception or purchase. We adopted the new credit loss guidance on December 1, 2020 and applied a modified retrospective approach through a cumulative-effect adjustment to retained earnings upon adoption. At transition on December 1, 2020, the new accounting guidance's adoption resulted in a decrease in the provision for credit losses of $3.6 million with a corresponding increase in retained earnings of $2.7 million, net of tax. The decrease was attributable to applying a revised provisioning methodology based on historical loss experience for our investment banking fee receivables.
We have determined expected credit losses to be immaterial upon adoption for our other financial instruments within the scope of the guidance. A significant portion of our financial instruments within the scope of the guidance represent secured financing receivables (reverse repurchase, secured borrowing, and margin loan agreements) that are substantially collateralized. For our secured financing receivables, we have concluded that the impact upon adoption was immaterial because the contractual collateral maintenance provisions require that the counterparty continually adjust the amount of collateralization securing the credit exposure on these contracts. Collateralization levels for our secured financing receivables are initially established based upon the counterparty, the type of acceptable collateral that is monitored daily and adjusted to mitigate the potential of any credit losses. For the remaining financial instruments within the guidance's scope, the expected credit losses were also determined to be immaterial considering the counterparty's credit quality, an insignificant history of credit losses, or the short-term nature of the credit exposures.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Adopted Accounting Standards
Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance provides optional exceptions for applying U.S. GAAP to contracts, hedge accounting relationships or other transactions affected by reference rate reform. We adopted the guidance on September 1, 2020 and the adoption had no impact on our consolidated financial statements.
Leases. We adopted the new lease standard on December 1, 2019 using a modified retrospective transition approach. Accordingly, reported financial information for historical comparable periods is not revised and continues to be reported under the accounting standards in effect during those historical periods. We elected not to reassess whether existing contracts are or contain leases, or the lease classification and initial direct costs of existing leases upon transition. At transition on December 1, 2019, the adoption of this standard resulted in the recognition of operating ROU assets of $519.9 million and operating lease liabilities of $586.3 million reflected in Premises and equipment and Lease liabilities in our Consolidated Statement of Financial Condition, respectively. Finance lease ROU assets and finance lease liabilities were not material and are reflected in Premises and equipment and Lease liabilities in our Consolidated Statement of Financial Condition, respectively.
Derivatives and Hedging. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. The objective of the guidance is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. We adopted the guidance in the first quarter of fiscal 2020 and the adoption did not have a material impact on our consolidated financial statements.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 4. Fair Value Disclosures
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 $956.0 million and $570.3 million at November 30, 2020 and 2019, respectively, by level within the fair value hierarchy (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Counterparty and Cash Collateral Netting (1)
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
|
|
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
2,331,440
|
|
|
$
|
58,159
|
|
|
$
|
75,797
|
|
|
$
|
—
|
|
|
$
|
2,465,396
|
|
Corporate debt securities
|
—
|
|
|
2,954,201
|
|
|
23,146
|
|
|
—
|
|
|
2,977,347
|
|
Collateralized debt obligations and collateralized loan obligations
|
—
|
|
|
64,155
|
|
|
10,513
|
|
|
—
|
|
|
74,668
|
|
U.S. government and federal agency securities
|
2,840,025
|
|
|
91,653
|
|
|
—
|
|
|
—
|
|
|
2,931,678
|
|
Municipal securities
|
—
|
|
|
453,881
|
|
|
—
|
|
|
—
|
|
|
453,881
|
|
Sovereign obligations
|
1,962,346
|
|
|
591,342
|
|
|
—
|
|
|
—
|
|
|
2,553,688
|
|
Residential mortgage-backed securities
|
—
|
|
|
1,100,849
|
|
|
21,826
|
|
|
—
|
|
|
1,122,675
|
|
Commercial mortgage-backed securities
|
—
|
|
|
736,291
|
|
|
2,003
|
|
|
—
|
|
|
738,294
|
|
Other asset-backed securities
|
—
|
|
|
103,611
|
|
|
79,995
|
|
|
—
|
|
|
183,606
|
|
Loans and other receivables
|
—
|
|
|
2,610,746
|
|
|
77,042
|
|
|
—
|
|
|
2,687,788
|
|
Derivatives
|
1,523
|
|
|
2,000,752
|
|
|
21,678
|
|
|
(1,556,136)
|
|
|
467,817
|
|
Investments at fair value
|
—
|
|
|
6,122
|
|
|
67,108
|
|
|
—
|
|
|
73,230
|
|
Total financial instruments owned, excluding Investments at fair value based on NAV
|
$
|
7,135,334
|
|
|
$
|
10,771,762
|
|
|
$
|
379,108
|
|
|
$
|
(1,556,136)
|
|
|
$
|
16,730,068
|
|
|
|
|
|
|
|
|
|
|
|
Securities received as collateral
|
$
|
7,517
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,517
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Financial instruments sold, not yet purchased:
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
2,046,441
|
|
|
$
|
9,046
|
|
|
$
|
4,434
|
|
|
$
|
—
|
|
|
$
|
2,059,921
|
|
Corporate debt securities
|
—
|
|
|
1,237,631
|
|
|
141
|
|
|
—
|
|
|
1,237,772
|
|
U.S. government and federal agency securities
|
2,609,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,609,660
|
|
|
|
|
|
|
|
|
|
|
|
Sovereign obligations
|
1,050,771
|
|
|
624,740
|
|
|
—
|
|
|
—
|
|
|
1,675,511
|
|
Residential mortgage-backed securities
|
—
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
477
|
|
Commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
Loans
|
—
|
|
|
1,776,446
|
|
|
16,635
|
|
|
—
|
|
|
1,793,081
|
|
Derivatives
|
551
|
|
|
2,391,478
|
|
|
47,695
|
|
|
(1,798,659)
|
|
|
641,065
|
|
Total financial instruments sold, not yet purchased
|
$
|
5,707,423
|
|
|
$
|
6,039,818
|
|
|
$
|
68,940
|
|
|
$
|
(1,798,659)
|
|
|
$
|
10,017,522
|
|
Short-term borrowings
|
$
|
—
|
|
|
$
|
5,067
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,067
|
|
Other secured financings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,543
|
|
|
$
|
—
|
|
|
$
|
1,543
|
|
Obligation to return securities received as collateral
|
$
|
7,517
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,517
|
|
Long-term debt
|
$
|
—
|
|
|
$
|
1,036,217
|
|
|
$
|
676,028
|
|
|
$
|
—
|
|
|
$
|
1,712,245
|
|
(1)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Counterparty and Cash Collateral Netting (1)
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
|
|
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
2,325,116
|
|
|
$
|
218,403
|
|
|
$
|
58,301
|
|
|
$
|
—
|
|
|
$
|
2,601,820
|
|
Corporate debt securities
|
—
|
|
|
2,472,213
|
|
|
7,490
|
|
|
—
|
|
|
2,479,703
|
|
Collateralized debt obligations and collateralized loan obligations
|
—
|
|
|
124,225
|
|
|
20,081
|
|
|
—
|
|
|
144,306
|
|
U.S. government and federal agency securities
|
2,101,624
|
|
|
158,618
|
|
|
—
|
|
|
—
|
|
|
2,260,242
|
|
Municipal securities
|
—
|
|
|
742,326
|
|
|
—
|
|
|
—
|
|
|
742,326
|
|
Sovereign obligations
|
1,330,026
|
|
|
1,405,827
|
|
|
—
|
|
|
—
|
|
|
2,735,853
|
|
Residential mortgage-backed securities
|
—
|
|
|
1,069,066
|
|
|
17,740
|
|
|
—
|
|
|
1,086,806
|
|
Commercial mortgage-backed securities
|
—
|
|
|
424,060
|
|
|
6,110
|
|
|
—
|
|
|
430,170
|
|
Other asset-backed securities
|
—
|
|
|
303,847
|
|
|
42,563
|
|
|
—
|
|
|
346,410
|
|
Loans and other receivables
|
—
|
|
|
2,395,211
|
|
|
64,240
|
|
|
—
|
|
|
2,459,451
|
|
Derivatives
|
2,809
|
|
|
1,812,659
|
|
|
14,889
|
|
|
(1,432,806)
|
|
|
397,551
|
|
Investments at fair value
|
—
|
|
|
32,688
|
|
|
75,738
|
|
|
—
|
|
|
108,426
|
|
Total financial instruments owned, excluding Investments at fair value based on NAV
|
$
|
5,759,575
|
|
|
$
|
11,159,143
|
|
|
$
|
307,152
|
|
|
$
|
(1,432,806)
|
|
|
$
|
15,793,064
|
|
Securities purchased under agreements to resell
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
Securities received as collateral
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,500
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Financial instruments sold, not yet purchased:
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
2,755,601
|
|
|
$
|
7,438
|
|
|
$
|
4,487
|
|
|
$
|
—
|
|
|
$
|
2,767,526
|
|
Corporate debt securities
|
—
|
|
|
1,471,142
|
|
|
340
|
|
|
—
|
|
|
1,471,482
|
|
U.S. government and federal agency securities
|
1,851,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,851,981
|
|
Sovereign obligations
|
1,363,475
|
|
|
941,065
|
|
|
—
|
|
|
—
|
|
|
2,304,540
|
|
Commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
Loans
|
—
|
|
|
1,600,228
|
|
|
9,463
|
|
|
—
|
|
|
1,609,691
|
|
Derivatives
|
871
|
|
|
2,066,064
|
|
|
92,057
|
|
|
(1,631,787)
|
|
|
527,205
|
|
Total financial instruments sold, not yet purchased
|
$
|
5,971,928
|
|
|
$
|
6,085,937
|
|
|
$
|
106,382
|
|
|
$
|
(1,631,787)
|
|
|
$
|
10,532,460
|
|
Short-term borrowings
|
$
|
—
|
|
|
$
|
20,981
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,981
|
|
Obligation to return securities received as collateral
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,500
|
|
Long-term debt
|
$
|
—
|
|
|
$
|
735,216
|
|
|
$
|
480,069
|
|
|
$
|
—
|
|
|
$
|
1,215,285
|
|
(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. To the extent these securities are actively traded, valuation adjustments are not applied.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
•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 from observed prices on recently executed market transactions and broker quotations and 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 can be measured using third-party valuation services or 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
•Investment Grade Corporate Bonds: Investment grade 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. Investment grade 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. Investment grade corporate bonds measured using alternative valuation techniques are categorized within Level 2 or Level 3 of the fair value hierarchy and are a limited portion of our investment grade 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 institutional size. Where pricing data is less observable, valuations are categorized within Level 3 of the fair value hierarchy and are based on pending transactions involving the issuer or comparable issuers, prices implied from an issuer’s subsequent financing or recapitalization, 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 obtained from external pricing services and categorized within Level 1 of the fair value hierarchy.
•U.S. Agency Debt Securities: Callable and non-callable U.S. agency 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, where available, or recently executed independent transactions of comparable size and are generally categorized within Level 2 of the fair value hierarchy.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Sovereign Obligations
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. Sovereign government obligations, with consideration given to the country of issuance, are generally categorized within Level 1 or Level 2 of the fair value hierarchy.
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 principal-only and interest-only (including inverse interest-only) securities. Agency RMBS are generally measured using recent transactions, pricing data from external pricing services or expected future cash flow techniques that incorporate prepayment models and other prepayment assumptions to amortize the underlying mortgage loan collateral and are categorized within Level 2 or Level 3 of the fair value hierarchy. We use prices observed from recently executed transactions to develop market-clearing spread and yield assumptions. Valuation inputs with regard to the underlying collateral incorporate factors such as weighted average coupon, loan-to-value, credit scores, geographic location, maximum and average loan size, originator, servicer and weighted average loan age.
•Non-Agency RMBS: The fair value of non-agency RMBS is 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. In addition, broker quotes, where available, are also referenced to compare prices primarily on interest-only securities.
Commercial Mortgage-Backed Securities
•Agency Commercial Mortgage-Backed Securities (“CMBS”): Government National Mortgage Association (“GNMA”) project loan bonds are measured based on inputs corroborated from and benchmarked to observed prices of recent securitization transactions of similar securities with adjustments incorporating an evaluation of various factors, including prepayment speeds, default rates and cash flow structures. 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, prices observed from recently executed market transactions or based on expected cash flow models that incorporate underlying loan collateral characteristics and performance. Non-Agency CMBS are categorized within Level 2 or Level 3 of the fair value hierarchy depending on the observability of the underlying inputs.
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 or Level 3 of the fair value hierarchy. Valuations are primarily determined using pricing data obtained from external pricing services, broker quotes and prices observed from recently executed market transactions. In addition, recent transaction data from comparable deals is deployed to develop market clearing yields and cumulative loss assumptions. The cumulative loss assumptions are based on the analysis of the underlying collateral and comparisons to earlier deals from the same issuer to gauge the relative performance of the deal.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Loans and Other Receivables
•Corporate Loans: Corporate loans categorized within Level 2 of the fair value hierarchy are measured based on market consensus pricing service quotations. Where available, market price quotations from external pricing services are reviewed to ensure they 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, for example, derived using market prices for debt securities of the same creditor and estimates of future cash flows 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 and data provider pricing. 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 with similar underlying loan collateral to derive an implied spread. Securitization prices are adjusted to estimate the fair value of the loans to account for the arbitrage that is realized at the time of securitization. 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 and incorporating 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 Claim Receivables: Escrow and 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 claim receivables are categorized within Level 2 of the fair value hierarchy where fair value is based on recent observations in the same receivable.
Derivatives
•Listed Derivative Contracts: Listed derivative contracts that are actively traded are measured based on quoted exchange prices, broker quotes or vanilla option valuation models, such as Black-Scholes, using observable valuation inputs from the principal market or consensus pricing services. Exchange quotes and/or valuation inputs are generally obtained from external vendors and pricing services. Broker quotes are validated directly through observable and tradeable quotes. Listed derivative contracts that use unadjusted exchange close prices are generally categorized within Level 1 of the fair value hierarchy. All other listed derivative contracts are generally categorized within Level 2 of the fair value hierarchy.
•Over-the-Counter (“OTC”) Derivative Contracts: 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 transaction. Where available, valuation inputs are calibrated from observable 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.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OTC options include OTC equity, foreign exchange, interest rate and commodity options measured using various valuation models, such as Black-Scholes, with key inputs including the underlying security price, foreign exchange spot rate, 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. Discounted cash flow models are also utilized to measure certain variable funding note swaps, which are backed by CLOs and incorporates constant prepayment rate, constant default rate and loss severity assumptions. Credit default swaps include both index and single-name credit default swaps. Where available, external data is used in measuring index credit default swaps and single-name credit default swaps. For commodity and equity total return swaps, market prices are generally 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
Investments at fair value includes 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.
The following tables present information about our investments in entities that have the characteristics of an investment company (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
Fair Value (1)
|
|
Unfunded Commitments
|
Equity Long/Short Hedge Funds (2)
|
$
|
328,096
|
|
|
$
|
—
|
|
Equity Funds (3)
|
23,821
|
|
|
11,242
|
|
Commodity Fund (4)
|
17,747
|
|
|
—
|
|
Multi-asset Funds (5)
|
561,236
|
|
|
—
|
|
Other Funds (6)
|
25,084
|
|
|
5,000
|
|
Total
|
$
|
955,984
|
|
|
$
|
16,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
|
Fair Value (1)
|
|
Unfunded Commitments
|
Equity Long/Short Hedge Funds (2)
|
$
|
291,593
|
|
|
$
|
—
|
|
Equity Funds (3)
|
27,952
|
|
|
12,108
|
|
Commodity Fund (4)
|
16,025
|
|
|
—
|
|
Multi-asset Funds (5)
|
234,583
|
|
|
—
|
|
Other Funds (6)
|
157
|
|
|
—
|
|
Total
|
$
|
570,310
|
|
|
$
|
12,108
|
|
(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 both public and private equity securities in domestic and international markets. At both November 30, 2020 and 2019, approximately 94% of the fair value of investments in this category cannot be redeemed because these investments include restrictions that do not allow for redemption in the first 36 months after acquisition. At both November 30, 2020 and 2019, approximately 6% of the fair value of investments in this category are redeemable quarterly with 60 days prior written notice.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(3)At November 30, 2020 and 2019, 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 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 primarily expected to be liquidated in approximately one to eight years.
(4)This category includes investments in a hedge fund that invests, long and short, primarily in commodities. Investments in this category are redeemable quarterly with 60 days prior written notice.
(5)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 November 30, 2020 and 2019, investments representing approximately 57% and 5%, respectively, of the fair value of investments in this category are redeemable monthly with 30 or 60 days prior written notice.
(6)At November 30, 2020 this category primarily includes an investment in a fund that invests in short-term trade receivables and payables that are expected to generally be outstanding between 90 to 120 days and short-term credit instruments. These investments are redeemable quarterly with 90 days prior written notice. At both November 30, 2020 and 2019, this category also includes investments in a fund of funds that invests in various private equity funds that are managed by us and have no redemption provisions. Investments in the fund of funds are gradually being liquidated, however, the timing of when the proceeds will be received is uncertain.
Securities Purchased Under Agreements to Resell
Securities purchased under agreements to resell may include embedded call features. The valuation of these instruments is based on review of expected future cash flows, interest rates, funding spreads and the fair value of the underlying collateral. Securities purchased under agreements to resell are categorized within Level 3 of the fair value hierarchy due to limited observability of the embedded derivative and unobservable credit spreads.
Other Secured Financings
Other secured financings that are accounted for at fair value are classified within Level 3 of the fair value hierarchy. Fair value is based on estimates of future cash flows incorporating assumptions regarding recovery rates.
Securities Received as Collateral / Obligations to Return Securities Received as Collateral
In connection with securities-for-securities transactions in which we are the lender of securities and are permitted to sell or repledge the securities received as collateral, we report the fair value of the collateral received and the related obligation to return the collateral. Valuation is based on the price of the underlying security and is categorized within Level 1 of the fair value hierarchy.
Short-term Borrowings / Long-term Debt
Short-term borrowings that are accounted for at fair value include equity-linked notes, which are generally categorized within Level 2 of 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, equity-linked notes, constant maturity swap, digital and Bermudan structured notes. These are valued using various valuation models that incorporate our own credit spread, market price quotations from external pricing sources referencing the appropriate interest rate curves, volatilities and other inputs as well as prices for transactions in a given note during the period. Long-term debt notes are generally categorized within Level 2 of the fair value hierarchy where market trades have been observed during the period or model pricing is available, otherwise the notes are categorized within Level 3.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 year ended November 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at November 30, 2019
|
|
Total gains/ losses (realized and unrealized) (1)
|
|
Purchases
|
|
Sales
|
|
Settlements
|
|
Issuances
|
|
Net transfers into/
(out of)
Level 3
|
|
Balance at November 30, 2020
|
|
For instruments still held at November 30, 2020, changes in unrealized gains/(losses) included in:
|
|
|
|
|
|
|
|
|
|
Earnings (1)
|
|
Other comprehensive income (1)
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
58,301
|
|
|
$
|
(3,961)
|
|
|
$
|
31,778
|
|
|
$
|
(37,706)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,385
|
|
|
$
|
75,797
|
|
|
$
|
(652)
|
|
|
$
|
—
|
|
Corporate debt securities
|
7,490
|
|
|
83
|
|
|
1,607
|
|
|
(391)
|
|
|
(602)
|
|
|
—
|
|
|
14,959
|
|
|
23,146
|
|
|
(270)
|
|
|
—
|
|
CDOs and CLOs
|
20,081
|
|
|
(5,703)
|
|
|
10,913
|
|
|
(14,389)
|
|
|
(2,071)
|
|
|
—
|
|
|
1,682
|
|
|
10,513
|
|
|
(15,964)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
17,740
|
|
|
(934)
|
|
|
7,887
|
|
|
(969)
|
|
|
(1,053)
|
|
|
—
|
|
|
(845)
|
|
|
21,826
|
|
|
(599)
|
|
|
—
|
|
CMBS
|
6,110
|
|
|
(827)
|
|
|
393
|
|
|
(1,856)
|
|
|
(1,787)
|
|
|
—
|
|
|
(30)
|
|
|
2,003
|
|
|
(295)
|
|
|
—
|
|
Other ABS
|
42,563
|
|
|
(3,848)
|
|
|
69,701
|
|
|
(1,638)
|
|
|
(43,072)
|
|
|
—
|
|
|
16,289
|
|
|
79,995
|
|
|
(5,945)
|
|
|
—
|
|
Loans and other receivables
|
64,240
|
|
|
(20,487)
|
|
|
73,485
|
|
|
(36,929)
|
|
|
(7,063)
|
|
|
—
|
|
|
3,796
|
|
|
77,042
|
|
|
(18,747)
|
|
|
—
|
|
Investments at fair value
|
75,738
|
|
|
(19,396)
|
|
|
28,132
|
|
|
(167)
|
|
|
(17,199)
|
|
|
—
|
|
|
—
|
|
|
67,108
|
|
|
(21,244)
|
|
|
—
|
|
Securities purchased under agreements to resell
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,000)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments sold, not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
4,487
|
|
|
$
|
456
|
|
|
$
|
(513)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4,434
|
|
|
$
|
(81)
|
|
|
$
|
—
|
|
Corporate debt securities
|
340
|
|
|
(268)
|
|
|
(325)
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
27
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMBS
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
(35)
|
|
|
35
|
|
|
—
|
|
|
—
|
|
Loans
|
9,463
|
|
|
(520)
|
|
|
(6,061)
|
|
|
13,851
|
|
|
—
|
|
|
—
|
|
|
(98)
|
|
|
16,635
|
|
|
360
|
|
|
—
|
|
Net derivatives (2)
|
77,168
|
|
|
(40)
|
|
|
(7,446)
|
|
|
19,376
|
|
|
(2,216)
|
|
|
—
|
|
|
(60,825)
|
|
|
26,017
|
|
|
(1,805)
|
|
|
—
|
|
Other secured financings
|
—
|
|
|
(2,475)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,018
|
|
|
—
|
|
|
1,543
|
|
|
2,475
|
|
|
|
Long-term debt
|
480,069
|
|
|
84,930
|
|
|
—
|
|
|
—
|
|
|
(57,088)
|
|
|
248,718
|
|
|
(80,601)
|
|
|
676,028
|
|
|
(51,567)
|
|
|
(33,363)
|
|
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues in our Consolidated Statements of Earnings. Changes in instrument-specific credit risk related to structured notes within long-term debt are included in our Consolidated Statement of Comprehensive Income, net of tax.
(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 Year Ended November 30, 2020
During the year ended November 30, 2020, transfers of assets of $88.0 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
•Corporate equity securities of $32.5 million, other ABS of $23.0 million, corporate debt securities of $18.0 million and loans and other receivables of $10.9 million due to reduced pricing transparency.
During the year ended November 30, 2020, transfers of assets of $24.7 million from Level 3 to Level 2 are primarily attributed to:
•Loans and other receivables of $7.1 million, other ABS of $6.8 million, corporate equity securities of $5.1 million and corporate debt securities of $3.0 million due to greater pricing transparency supporting classification into Level 2.
During the year ended November 30, 2020, transfers of liabilities of $1.9 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
•Loans of $1.8 million due to reduced pricing transparency.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
During the year ended November 30, 2020, transfers of liabilities of $143.4 million from Level 3 to Level 2 of the fair value hierarchy are primarily attributed to:
•Structured notes within long-term debt of $80.6 million and net derivatives of $60.8 million due to greater market and pricing transparency.
Net losses on Level 3 assets were $55.1 million and net losses on Level 3 liabilities were $82.1 million for the year ended November 30, 2020. Net losses on Level 3 assets were primarily due to decreased market values in loans and other receivables, investments at fair value and CDOs and CLOs. Net losses on Level 3 liabilities were primarily due to increased market valuations of certain structured notes within long-term debt, partially offset by decreased values of other secured financings.
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 year ended November 30, 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at November 30, 2018
|
|
Total gains/
losses
(realized
and
unrealized)
(1)
|
|
Purchases
|
|
Sales
|
|
Settlements
|
|
Issuances
|
|
Net
transfers
into/
(out of)
Level 3
|
|
Balance at November 30, 2019
|
|
For instruments still held at November 30, 2019, changes in unrealized gains/(losses) included in:
|
|
|
|
|
|
|
|
|
|
Earnings (1)
|
|
Other
comprehensive
income (1)
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
51,040
|
|
|
$
|
(10,380)
|
|
|
$
|
69,065
|
|
|
$
|
(28,159)
|
|
|
$
|
(18,208)
|
|
|
$
|
—
|
|
|
$
|
(5,057)
|
|
|
$
|
58,301
|
|
|
$
|
(12,821)
|
|
|
$
|
—
|
|
Corporate debt securities
|
9,484
|
|
|
(4,860)
|
|
|
8,900
|
|
|
(13,854)
|
|
|
(379)
|
|
|
—
|
|
|
8,199
|
|
|
7,490
|
|
|
(6,176)
|
|
|
—
|
|
CDOs and CLOs
|
25,815
|
|
|
(2,342)
|
|
|
49,658
|
|
|
(38,147)
|
|
|
(9,083)
|
|
|
—
|
|
|
(5,820)
|
|
|
20,081
|
|
|
(974)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
19,603
|
|
|
(1,669)
|
|
|
1,954
|
|
|
(2,472)
|
|
|
(152)
|
|
|
—
|
|
|
476
|
|
|
17,740
|
|
|
(530)
|
|
|
—
|
|
CMBS
|
10,886
|
|
|
(2,888)
|
|
|
206
|
|
|
(2,346)
|
|
|
(5,317)
|
|
|
—
|
|
|
5,569
|
|
|
6,110
|
|
|
(2,366)
|
|
|
—
|
|
Other ABS
|
53,175
|
|
|
433
|
|
|
104,097
|
|
|
(73,335)
|
|
|
(51,374)
|
|
|
—
|
|
|
9,567
|
|
|
42,563
|
|
|
(98)
|
|
|
—
|
|
Loans and other receivables
|
46,985
|
|
|
(5,505)
|
|
|
57,403
|
|
|
(48,350)
|
|
|
(5,068)
|
|
|
—
|
|
|
18,775
|
|
|
64,240
|
|
|
(3,319)
|
|
|
—
|
|
Investments at fair value
|
113,831
|
|
|
113
|
|
|
240
|
|
|
(38,446)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,738
|
|
|
2,964
|
|
|
—
|
|
Securities purchased under
agreements to resell
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments sold, not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
—
|
|
|
$
|
(2,649)
|
|
|
$
|
(4,322)
|
|
|
$
|
11,458
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,487
|
|
|
$
|
1,928
|
|
|
$
|
—
|
|
Corporate debt securities
|
522
|
|
|
(381)
|
|
|
(457)
|
|
|
—
|
|
|
(524)
|
|
|
—
|
|
|
1,180
|
|
|
340
|
|
|
383
|
|
|
—
|
|
CMBS
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
(35)
|
|
|
—
|
|
Loans
|
6,376
|
|
|
(1,382)
|
|
|
(2,573)
|
|
|
6,494
|
|
|
—
|
|
|
—
|
|
|
548
|
|
|
9,463
|
|
|
1,382
|
|
|
—
|
|
Net derivatives (2)
|
21,614
|
|
|
(21,452)
|
|
|
(4,323)
|
|
|
36,144
|
|
|
2,227
|
|
|
—
|
|
|
42,958
|
|
|
77,168
|
|
|
12,098
|
|
|
—
|
|
Long-term debt
|
200,745
|
|
|
(18,662)
|
|
|
—
|
|
|
—
|
|
|
(11,250)
|
|
|
348,275
|
|
|
(39,039)
|
|
|
480,069
|
|
|
29,656
|
|
|
(10,993)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues in our Consolidated Statements of Earnings. Changes in instrument-specific credit risk related to structured notes within long-term debt are included in our Consolidated Statement of Comprehensive Income, net of tax.
(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 Year Ended November 30, 2019
During the year ended November 30, 2019, transfers of assets of $58.4 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
•Loans and other receivables of $27.4 million, other ABS of $12.1 million, corporate debt securities of $8.9 million, CMBS of $5.6 million and CDOs and CLOs of $3.0 million due to reduced pricing transparency.
During the year ended November 30, 2019, transfers of assets of $26.7 million from Level 3 to Level 2 are primarily attributed to:
•CDOs and CLOs of $8.8 million, loans and other receivables of $8.6 million, corporate equity securities of $6.0 million and other ABS of $2.6 million due to greater pricing transparency supporting classification into Level 2.
During the year ended November 30, 2019, there were transfers of net derivatives of $57.2 million from Level 2 to Level 3 due to reduced observability of inputs and market data. Transfers of net derivatives from Level 3 to Level 2 were $14.3 million for the year ended November 30, 2019 due to greater observability of inputs and market data.
During the year ended November 30, 2019, there were transfers of structured notes within long-term debt of $22.6 million from Level 2 to Level 3 due to reduced market transparency. Transfers of structured notes within long-term debt from Level 3 to Level 2 were $61.7 million for the year ended November 30, 2019 due to greater market transparency.
Net losses on Level 3 assets were $27.1 million and net gains on Level 3 liabilities were $44.5 million for the year ended November 30, 2019. Net losses on Level 3 assets were primarily due to decreased market values in corporate equity securities, loans and other receivables, corporate debt securities, CMBS and CDOs and CLOs. Net gains on Level 3 liabilities were primarily due to decreased market values across certain derivatives and valuations of certain structured notes within long-term debt.
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 year ended November 30, 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at November 30, 2017
|
|
Total gains/
losses
(realized
and
unrealized)
(1)
|
|
Purchases
|
|
Sales
|
|
Settlements
|
|
Issuances
|
|
Net
transfers
into/
(out of)
Level 3
|
|
Balance at November 30, 2018
|
|
For instruments still held at November 30, 2018, changes in unrealized gains/(losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (1)
|
|
Other
comprehensive
income (1)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity
securities
|
$
|
22,009
|
|
|
$
|
24,023
|
|
|
$
|
31,669
|
|
|
$
|
(22,759)
|
|
|
$
|
(3,977)
|
|
|
$
|
—
|
|
|
$
|
75
|
|
|
$
|
51,040
|
|
|
$
|
22,774
|
|
|
$
|
—
|
|
|
|
Corporate debt
securities
|
26,036
|
|
|
(439)
|
|
|
10,352
|
|
|
(23,364)
|
|
|
(1,679)
|
|
|
—
|
|
|
(1,422)
|
|
|
9,484
|
|
|
(2,606)
|
|
|
—
|
|
|
|
CDOs and CLOs
|
30,004
|
|
|
(14,368)
|
|
|
356,650
|
|
|
(353,330)
|
|
|
(10,247)
|
|
|
—
|
|
|
17,106
|
|
|
25,815
|
|
|
(7,605)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMBS
|
26,077
|
|
|
(6,970)
|
|
|
3,118
|
|
|
(12,816)
|
|
|
(513)
|
|
|
—
|
|
|
10,707
|
|
|
19,603
|
|
|
521
|
|
|
—
|
|
|
|
CMBS
|
12,419
|
|
|
(2,186)
|
|
|
1,436
|
|
|
(471)
|
|
|
(16,624)
|
|
|
—
|
|
|
16,312
|
|
|
10,886
|
|
|
(4,000)
|
|
|
—
|
|
|
|
Other ABS
|
61,129
|
|
|
(9,934)
|
|
|
706,846
|
|
|
(677,220)
|
|
|
(27,641)
|
|
|
—
|
|
|
(5)
|
|
|
53,175
|
|
|
(5,283)
|
|
|
|
|
|
Loans and other
receivables
|
47,304
|
|
|
(5,137)
|
|
|
149,228
|
|
|
(130,832)
|
|
|
(15,311)
|
|
|
—
|
|
|
1,733
|
|
|
46,985
|
|
|
(8,457)
|
|
|
—
|
|
|
|
Investments, at fair
value
|
93,454
|
|
|
2,353
|
|
|
34,648
|
|
|
(17,570)
|
|
|
—
|
|
|
—
|
|
|
946
|
|
|
113,831
|
|
|
1,759
|
|
|
—
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments sold,
not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity
securities
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(48)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Corporate debt
securities
|
522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
522
|
|
|
—
|
|
|
—
|
|
|
|
CMBS
|
105
|
|
|
(105)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Loans
|
3,486
|
|
|
84
|
|
|
(4,626)
|
|
|
7,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,376
|
|
|
(28)
|
|
|
—
|
|
|
|
Net derivatives (2)
|
6,746
|
|
|
(3,237)
|
|
|
(17)
|
|
|
14,920
|
|
|
(1,335)
|
|
|
—
|
|
|
4,537
|
|
|
21,614
|
|
|
(646)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
—
|
|
|
(30,347)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,860
|
|
|
146,232
|
|
|
200,745
|
|
|
10,951
|
|
|
19,396
|
|
|
|
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues in our Consolidated Statements of Earnings. Changes in instrument-specific credit risk related to structured notes within long-term debt are included in our Consolidated Statement of Comprehensive Income, net of tax.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(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 Year Ended November 30, 2018
During the year ended November 30, 2018, transfers of assets of $57.8 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
•CDOs and CLOs of $17.3 million, CMBS of $16.3 million and RMBS of $15.3 million due to reduced price transparency.
During the year ended November 30, 2018, transfers of assets of $12.3 million from Level 3 to Level 2 are primarily attributed to:
•RMBS of $4.6 million, corporate debt securities of $3.6 million and corporate equity securities of $2.9 million due to greater pricing transparency supporting classification into Level 2.
During the year ended November 30, 2018, there were transfers of structured notes within long-term debt of $146.2 million from Level 2 to Level 3 due to reduced market transparency.
Net losses on Level 3 assets were $12.7 million and net gains on Level 3 liabilities were $33.6 million for the year ended November 30, 2018. Net losses on Level 3 assets were primarily due to decreased market values in CDOs and CLOs, other ABS, RMBS and certain loans and other receivables, partially offset by increased market values in corporate equity securities. Net gains on Level 3 liabilities were primarily due to decreased valuations of certain structured notes within long-term debt.
Quantitative Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements at November 30, 2020 and 2019
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.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
Financial Instruments Owned
|
|
Fair Value
(in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input(s)
|
|
Input / Range
|
|
Weighted
Average
|
Corporate equity securities
|
|
$
|
75,409
|
|
|
|
|
|
|
|
|
|
|
|
Non-exchange-traded securities
|
|
Market approach
|
|
Price
|
|
$1
|
-
|
$213
|
|
$86
|
|
|
|
|
|
|
EBITDA multiple
|
|
4.0
|
-
|
8.0
|
|
5.7
|
Corporate debt securities
|
|
$
|
23,146
|
|
|
Market approach
|
|
Price
|
|
$69
|
|
—
|
|
|
|
|
Scenario analysis
|
|
Estimated recovery percentage
|
|
20
|
%
|
-
|
44%
|
|
30%
|
CDOs and CLOs
|
|
$
|
10,513
|
|
|
Discounted cash flows
|
|
Constant prepayment rate
|
|
20%
|
|
—
|
|
|
|
|
|
|
Constant default rate
|
|
2%
|
|
—
|
|
|
|
|
|
|
Loss severity
|
|
25
|
%
|
-
|
30%
|
|
26%
|
|
|
|
|
|
|
Discount rate/yield
|
|
14
|
%
|
-
|
28%
|
|
20%
|
RMBS
|
|
$
|
21,826
|
|
|
Discounted cash flows
|
|
Cumulative loss rate
|
|
2
|
%
|
-
|
3%
|
|
3%
|
|
|
|
|
|
|
Loss severity
|
|
35
|
%
|
-
|
50%
|
|
36%
|
|
|
|
|
|
|
Duration (years)
|
|
2.0
|
-
|
12.9
|
|
5.1
|
|
|
|
|
|
|
Discount rate/yield
|
|
3
|
%
|
-
|
12%
|
|
4%
|
|
|
|
|
|
|
|
|
|
|
|
Other ABS
|
|
$
|
67,816
|
|
|
Discounted cash flows
|
|
Cumulative loss rate
|
|
1
|
%
|
-
|
28%
|
|
11%
|
|
|
|
|
|
|
Loss severity
|
|
50
|
%
|
-
|
85%
|
|
54%
|
|
|
|
|
|
|
Duration (years)
|
|
0.2
|
-
|
2.1
|
|
1.3
|
|
|
|
|
|
|
Discount rate/yield
|
|
1
|
%
|
-
|
16%
|
|
9%
|
|
|
|
|
Market approach
|
|
Price
|
|
$100
|
|
—
|
Loans and other receivables
|
|
$
|
76,049
|
|
|
Market approach
|
|
Price
|
|
$31
|
-
|
$100
|
|
$84
|
|
|
|
|
Scenario analysis
|
|
Estimated recovery percentage
|
|
19
|
%
|
-
|
100%
|
|
52%
|
Derivatives
|
|
$
|
19,951
|
|
|
|
|
|
|
|
|
|
|
|
Equity options
|
|
|
|
Volatility benchmarking
|
|
Volatility
|
|
47%
|
|
—
|
Interest rate swaps
|
|
|
|
Market approach
|
|
Basis points upfront
|
|
1.2
|
-
|
8.0
|
|
4.8
|
Investments at fair value
|
|
$
|
67,108
|
|
|
|
|
|
|
|
|
|
|
|
Private equity securities
|
|
|
|
Market approach
|
|
Price
|
|
$1
|
-
|
$169
|
|
$34
|
|
|
|
|
Scenario analysis
|
|
Estimated recovery percentage
|
|
17%
|
|
—
|
Financial Instruments Sold, Not Yet Purchased:
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
|
$
|
4,434
|
|
|
Market approach
|
|
Price
|
|
$1
|
|
—
|
Corporate debt securities
|
|
$
|
141
|
|
|
Scenario analysis
|
|
Estimated recovery percentage
|
|
20%
|
|
—
|
Loans
|
|
$
|
16,635
|
|
|
Market approach
|
|
Price
|
|
$31
|
-
|
$99
|
|
$55
|
Derivatives
|
|
$
|
46,971
|
|
|
|
|
|
|
|
|
|
|
|
Equity options
|
|
|
|
Volatility benchmarking
|
|
Volatility
|
|
33
|
%
|
-
|
50%
|
|
42%
|
Interest rate swaps
|
|
|
|
Market approach
|
|
Basis points upfront
|
|
1.2
|
|
-
|
8.0
|
|
5.4
|
Other secured financings
|
|
$
|
1,543
|
|
|
Scenario analysis
|
|
Estimated recovery percentage
|
|
19
|
%
|
-
|
55%
|
|
45%
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured notes
|
|
$
|
676,028
|
|
|
Market approach
|
|
Price
|
|
$100
|
|
—
|
|
|
|
|
|
|
Price
|
|
€76
|
-
|
€113
|
|
€99
|
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
Financial Instruments Owned:
|
|
Fair Value
(in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input(s)
|
|
Input / Range
|
|
Weighted
Average
|
Corporate equity securities
|
|
$
|
29,017
|
|
|
|
|
|
|
|
|
|
|
|
Non-exchange-traded securities
|
|
Market approach
|
|
Price
|
|
$1
|
-
|
$140
|
|
$55
|
|
|
|
|
|
|
Underlying stock price
|
|
$3
|
-
|
$5
|
|
$4
|
Corporate debt securities
|
|
$
|
7,490
|
|
|
Scenario Analysis
|
|
Estimated recovery percentage
|
|
23
|
%
|
-
|
85%
|
|
46%
|
|
|
|
|
|
|
Volatility
|
|
44%
|
|
—
|
|
|
|
|
|
|
Credit spread
|
|
750
|
|
—
|
|
|
|
|
|
|
Underlying stock price
|
|
£0.4
|
|
—
|
CDOs and CLOs
|
|
$
|
20,081
|
|
|
Discounted cash flows
|
|
Constant prepayment rate
|
|
20%
|
|
—
|
|
|
|
|
|
|
Constant default rate
|
|
1
|
%
|
-
|
2%
|
|
2%
|
|
|
|
|
|
|
Loss severity
|
|
25
|
%
|
-
|
37%
|
|
29%
|
|
|
|
|
|
|
Discount rate/yield
|
|
12
|
%
|
-
|
21%
|
|
15%
|
RMBS
|
|
$
|
17,740
|
|
|
Discounted cash flows
|
|
Cumulative loss rate
|
|
2%
|
|
—
|
|
|
|
|
|
|
Duration (years)
|
|
6.3
|
|
—
|
|
|
|
|
|
|
Discount rate/yield
|
|
3%
|
|
—
|
CMBS
|
|
$
|
6,110
|
|
|
Discounted cash flows
|
|
Cumulative loss rate
|
|
7.3%
|
|
—
|
|
|
|
|
|
|
Duration (years)
|
|
0.2
|
|
—
|
|
|
|
|
|
|
Discount rate/yield
|
|
85%
|
|
—
|
|
|
|
|
Scenario analysis
|
|
Estimated recovery percentage
|
|
44%
|
|
—
|
Other ABS
|
|
$
|
42,563
|
|
|
Discounted cash flows
|
|
Cumulative loss rate
|
|
7
|
%
|
-
|
31%
|
|
16%
|
|
|
|
|
|
|
Duration (years)
|
|
0.5
|
-
|
3.0
|
|
1.5
|
|
|
|
|
|
|
Discount rate/yield
|
|
7
|
%
|
-
|
15%
|
|
11%
|
Loans and other receivables
|
|
$
|
62,734
|
|
|
Market approach
|
|
Price
|
|
$36
|
-
|
$100
|
|
$90
|
|
|
|
|
Scenario analysis
|
|
Estimated recovery percentage
|
|
87
|
%
|
-
|
104%
|
|
99%
|
Derivatives
|
|
$
|
13,826
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
|
|
Market approach
|
|
Basis points upfront
|
|
0
|
-
|
16
|
|
6
|
Unfunded commitments
|
|
|
|
Market approach
|
|
Price
|
|
$88
|
|
—
|
Equity options
|
|
|
|
Volatility benchmarking
|
|
Volatility
|
|
45%
|
|
—
|
Investments at fair value
|
|
$
|
75,736
|
|
|
|
|
|
|
|
|
|
|
|
Private equity securities
|
|
|
|
Market approach
|
|
Price
|
|
$8
|
-
|
$250
|
|
$125
|
Securities purchased under agreements to resell
|
|
$
|
25,000
|
|
|
Market approach
|
|
Spread to 6 month LIBOR
|
|
500
|
|
—
|
|
|
|
|
|
|
Duration (years)
|
|
1.5
|
|
—
|
Financial Instruments Sold, Not Yet Purchased:
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
|
$
|
4,487
|
|
|
Market approach
|
|
Transaction level
|
|
$1
|
|
—
|
Loans
|
|
$
|
9,463
|
|
|
Market approach
|
|
Price
|
|
$50
|
-
|
$100
|
|
$88
|
|
|
|
|
Scenario analysis
|
|
Estimated recovery percentage
|
|
1%
|
|
—
|
Derivatives
|
|
$
|
92,057
|
|
|
|
|
|
|
|
|
|
|
|
Equity options
|
|
|
|
Volatility benchmarking
|
|
Volatility
|
|
21
|
%
|
-
|
61%
|
|
43%
|
Interest rate swaps
|
|
|
|
Market approach
|
|
Basis points upfront
|
|
0
|
-
|
22
|
|
13
|
Cross currency swaps
|
|
|
|
|
|
Basis points upfront
|
|
2
|
|
—
|
Unfunded commitments
|
|
|
|
|
|
Price
|
|
$88
|
|
—
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured notes
|
|
$
|
480,069
|
|
|
Market approach
|
|
Price
|
|
$84
|
-
|
$108
|
|
$96
|
|
|
|
|
|
|
Price
|
|
€74
|
-
|
€103
|
|
€91
|
The fair values of certain Level 3 assets and liabilities that were determined based on third-party pricing information, unadjusted past transaction prices or a percentage of the reported enterprise fair value are excluded from the above tables. At November 30, 2020 and 2019, asset exclusions consisted of $17.3 million and $31.9 million, respectively, primarily comprised of other ABS, CMBS, certain derivatives, loans and other receivables and corporate equity securities. At November 30, 2020 and 2019, liability exclusions consisted of $0.8 million and $0.4 million, respectively, primarily comprised of certain derivatives, CMBS and corporate debt.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs
For recurring fair value measurements categorized within Level 3 of the fair value hierarchy, the uncertainty of the fair value measurement due to the use of significant unobservable inputs and interrelationships between those unobservable inputs (if any) are described below:
•Corporate equity securities, corporate debt securities, other ABS, loans and other receivables, certain derivatives, private equity securities, securities purchased under agreements to resell and structured notes using a market approach valuation technique. A significant increase (decrease) in the transaction level of corporate equity securities would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the price of the private equity securities, non-exchange-traded securities, unfunded commitments, corporate debt securities, other ABS, loans and other receivables or structured notes would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the EBITDA multiple related to corporate equity securities would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the underlying stock price of corporate equity securities would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the yield or duration, in isolation, of securities purchased under agreements to resell would result in a significantly lower (higher) fair value measurement. Depending on whether we are a receiver or (payer) of basis points upfront, a significant increase in basis points would result in a significant increase (decrease) in the fair value measurement of cross currency and interest rate swaps.
•Loans and other receivables, CMBS, corporate debt securities, private equity securities and other secured financings using scenario analysis. A significant increase (decrease) in the possible recovery rates of the cash flow outcomes underlying the financial instrument would result in a significantly higher (lower) fair value measurement for the financial instrument. A significant increase (decrease) in the price of the underlying assets of the financial instrument would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the volatility of the underlying stock price would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the credit spread of the financial instrument would result in a significantly lower (higher) fair value measurement.
•CDOs and CLOs, RMBS, CMBS and other ABS 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 volatility benchmarking. A significant increase (decrease) in volatility would result in a significantly higher (lower) fair value measurement.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Fair Value Option Election
We have elected the fair value option for all loans and loan commitments made by our investment banking and 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-backed 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 investment banking and capital markets businesses 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 been elected for certain other 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 Short-term borrowings, Other secured financings and Long-term debt measured at fair value under the fair value option (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Financial instruments owned:
|
|
|
|
|
|
Loans and other receivables
|
$
|
(25,623)
|
|
|
$
|
(2,072)
|
|
|
$
|
(3,856)
|
|
Financial instruments sold, not yet purchased:
|
|
|
|
|
|
Loans
|
$
|
—
|
|
|
$
|
656
|
|
|
$
|
(46)
|
|
Loan commitments
|
464
|
|
|
(1,089)
|
|
|
(739)
|
|
Short-term borrowings:
|
|
|
|
|
|
Changes in instrument specific credit risk (1)
|
$
|
—
|
|
|
$
|
114
|
|
|
$
|
—
|
|
Other changes in fair value (2)
|
(48)
|
|
|
(863)
|
|
|
—
|
|
Other secured financings
|
|
|
|
|
|
Other changes in fair value (2)
|
2,475
|
|
|
—
|
|
|
—
|
|
Long-term debt:
|
|
|
|
|
|
Changes in instrument specific credit risk (1)
|
$
|
(70,201)
|
|
|
$
|
(20,332)
|
|
|
$
|
38,064
|
|
Other changes in fair value (2)
|
(84,116)
|
|
|
(25,144)
|
|
|
48,748
|
|
(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.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following is a summary of the amount by which contractual principal exceeds fair value for loans and other receivables short-term borrowings, other secured financings and long-term debt measured at fair value under the fair value option (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Financial instruments owned:
|
|
|
|
Loans and other receivables (1)
|
$
|
1,662,647
|
|
|
$
|
1,546,516
|
|
Loans and other receivables on nonaccrual status and/or 90 days or
greater past due (1) (2)
|
287,889
|
|
|
197,215
|
|
Long-term debt and short-term borrowings
|
(42,819)
|
|
|
74,408
|
|
Other secured financings
|
2,782
|
|
|
—
|
|
(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 90 days or greater past due by which contractual principal exceeds fair value of $30.0 million and $22.2 million at November 30, 2020 and 2019, respectively.
The aggregate fair value of loans and other receivables on nonaccrual status and/or 90 days or greater past due was $69.7 million and $127.0 million at November 30, 2020 and 2019, respectively, which includes loans and other receivables 90 days or greater past due of $3.8 million and $24.8 million at November 30, 2020 and 2019, respectively.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Certain intangible assets were measured at fair value on a non-recurring basis and are not included in the tables above. The following table presents those assets measured at fair value on a non-recurring basis for which we recognized a non-recurring fair value adjustment during the years ended November 30, 2020, 2019 and 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value at November 30, 2020
|
|
Level 2
|
|
Impairment Losses for the Year Ended November 30, 2020
|
Exchange ownership interests and
registrations (1)
|
$
|
1,974
|
|
|
$
|
1,974
|
|
|
$
|
468
|
|
Goodwill (2)
|
—
|
|
|
—
|
|
|
3,000
|
|
Intangible assets (2)
|
—
|
|
|
—
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value at November 30, 2019
|
|
Level 2
|
|
Impairment Losses for the Year Ended November 30, 2019
|
Exchange ownership interests and registrations (1)
|
$
|
2,443
|
|
|
$
|
2,443
|
|
|
$
|
291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value at November 30, 2018
|
|
Level 2
|
|
Impairment Losses for the Year Ended November 30, 2018
|
Exchange ownership interests and registrations (1)
|
$
|
2,663
|
|
|
$
|
2,663
|
|
|
$
|
9
|
|
(1)Impairment losses for exchange memberships, which represent ownership interests in market exchanges on which trading business is conducted, and registrations, were recognized in Other expenses. The fair value of these exchange memberships is based on observed quoted sales prices for each individual membership. (See Note 10, Goodwill and Intangible Assets.) The intangible assets are recognized for the years ended November 30, 2020, 2019 and 2018, primarily in the Investment Banking and Capital Markets reportable business segment.
(2)Impairment losses for Goodwill and Intangible assets were recognized in Other expenses. (See Note 10, Goodwill and Intangible Assets.) The goodwill and intangible assets impairments were recognized for the year ended November 30, 2020 in the Asset Management reportable business segment.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 within 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 with a fair value of $34.2 million and $35.0 million at November 30, 2020 and 2019, respectively.
Note 5. Derivative Financial Instruments
Derivative Financial Instruments
Our derivative activities are recorded at fair value in our Consolidated Statements of Financial Condition in Financial instruments owned and Financial instruments sold, not yet purchased, net of cash paid or received under credit support agreements and on a net counterparty basis when a legally enforceable right to offset exists under a master netting agreement. We enter into derivative transactions to satisfy the needs of our clients and to manage our own exposure to market and credit risks resulting from our trading activities. In addition, we apply hedge accounting to: (1) interest rate swaps that have been designated as fair value hedges of the changes in fair value due to the benchmark interest rate for certain fixed rate senior long-term debt, and (2) forward foreign exchange contracts designated as hedges to offset the change in the value of certain net investments in foreign operations.
See Note 4, Fair Value Disclosures, and Note 18, Commitments, Contingencies and Guarantees, for additional disclosures about derivative financial instruments.
Derivatives are subject to various risks similar to other financial instruments, including market, credit and operational risk. The risks of derivatives should not be viewed in isolation, but rather should be considered on an aggregate basis along with our other trading-related activities. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with proprietary trading as part of our firm wide risk management policies.
In connection with our derivative activities, we may enter into ISDA master netting agreements or similar agreements with counterparties. See Note 2, Summary of Significant Accounting Policies, for additional information regarding the offsetting of derivative contracts.
The following tables present the fair value and related number of derivative contracts at November 30, 2020 and 2019 categorized by type of derivative contract and the platform on which these derivatives are transacted. The fair value of assets/liabilities represents our receivable/payable for derivative financial instruments, gross of counterparty netting and cash collateral received and pledged. The following tables also provide information regarding 1) the extent to which, under enforceable master netting arrangements, such balances are presented net in our Consolidated Statements of Financial Condition as appropriate under U.S. GAAP and 2) the extent to which other rights of setoff associated with these arrangements exist and could have an effect on our financial position (in thousands, except contract amounts).
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020 (1)
|
|
Assets
|
|
Liabilities
|
|
Fair Value
|
|
Number of Contracts (2)
|
|
Fair Value
|
|
Number of Contracts (2)
|
Derivatives designated as accounting hedges:
|
|
|
|
|
|
|
|
Interest rate contracts:
|
|
|
|
|
|
|
|
Cleared OTC
|
$
|
67,381
|
|
|
1
|
|
|
$
|
6,891
|
|
|
1
|
|
Foreign exchange contracts:
|
|
|
|
|
|
|
|
Bilateral OTC
|
—
|
|
|
—
|
|
|
3,306
|
|
|
11
|
|
Total derivatives designated as accounting hedges
|
67,381
|
|
|
|
|
10,197
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
|
|
Interest rate contracts:
|
|
|
|
|
|
|
|
Exchange-traded
|
2,442
|
|
|
52,620
|
|
|
439
|
|
|
42,611
|
|
Cleared OTC
|
17,379
|
|
|
3,785
|
|
|
114,524
|
|
|
4,307
|
|
Bilateral OTC
|
626,210
|
|
|
1,493
|
|
|
317,534
|
|
|
466
|
|
Foreign exchange contracts:
|
|
|
|
|
|
|
|
Exchange-traded
|
—
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
|
|
|
|
|
|
|
Bilateral OTC
|
297,165
|
|
|
15,005
|
|
|
277,628
|
|
|
15,049
|
|
Equity contracts:
|
|
|
|
|
|
|
|
Exchange-traded
|
558,304
|
|
|
1,147,486
|
|
|
564,951
|
|
|
971,938
|
|
|
|
|
|
|
|
|
|
Bilateral OTC
|
429,304
|
|
|
2,374
|
|
|
1,125,944
|
|
|
2,421
|
|
Commodity contracts:
|
|
|
|
|
|
|
|
Exchange-traded
|
64
|
|
|
3,207
|
|
|
—
|
|
|
2,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cleared OTC
|
24,696
|
|
|
39
|
|
|
26,298
|
|
|
31
|
|
Bilateral OTC
|
1,008
|
|
|
11
|
|
|
2,209
|
|
|
11
|
|
Total derivatives not designated as accounting hedges
|
1,956,572
|
|
|
|
|
2,429,527
|
|
|
|
Total gross derivative assets/ liabilities:
|
|
|
|
|
|
|
|
Exchange-traded
|
560,810
|
|
|
|
|
565,390
|
|
|
|
Cleared OTC
|
109,456
|
|
|
|
|
147,713
|
|
|
|
Bilateral OTC
|
1,353,687
|
|
|
|
|
1,726,621
|
|
|
|
Amounts offset in our Consolidated Statements of Financial Condition (3):
|
|
|
|
|
|
|
|
Exchange-traded
|
(546,989)
|
|
|
|
|
(546,989)
|
|
|
|
Cleared OTC
|
(109,228)
|
|
|
|
|
(111,654)
|
|
|
|
Bilateral OTC
|
(899,919)
|
|
|
|
|
(1,140,016)
|
|
|
|
Net amounts per Consolidated Statements of Financial Condition (4)
|
$
|
467,817
|
|
|
|
|
$
|
641,065
|
|
|
|
(1)Exchange-traded derivatives include derivatives executed on an organized exchange. Cleared OTC derivatives include derivatives executed bilaterally and subsequently novated to and cleared through central clearing counterparties. Bilateral OTC derivatives include derivatives executed and settled bilaterally without the use of an organized exchange or central clearing counterparty.
(2)Number of exchange-traded contracts may include open futures contracts. The unsettled fair value of these futures contracts is included in Receivables from/Payables to brokers, dealers and clearing organizations in our Consolidated Statements of Financial Condition.
(3)Amounts netted include both netting by counterparty and for cash collateral paid or received.
(4)We have not received or pledged additional collateral under master netting agreements and/or other credit support agreements that is eligible to be offset beyond what has been offset in our Consolidated Statements of Financial Condition.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019 (1)
|
|
Assets
|
|
Liabilities
|
|
Fair Value
|
|
Number of Contracts (2)
|
|
Fair Value
|
|
Number of Contracts (2)
|
Derivatives designated as accounting hedges:
|
|
|
|
|
|
|
|
Interest rate contracts:
|
|
|
|
|
|
|
|
Cleared OTC
|
$
|
28,663
|
|
|
1
|
|
|
$
|
—
|
|
|
—
|
|
Total derivatives designated as accounting hedges
|
28,663
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
|
|
Interest rate contracts:
|
|
|
|
|
|
|
|
Exchange-traded
|
1,191
|
|
|
65,226
|
|
|
103
|
|
|
38,464
|
|
Cleared OTC
|
213,224
|
|
|
3,329
|
|
|
284,433
|
|
|
3,443
|
|
Bilateral OTC
|
421,700
|
|
|
1,325
|
|
|
258,857
|
|
|
738
|
|
Foreign exchange contracts:
|
|
|
|
|
|
|
|
Exchange-traded
|
—
|
|
|
256
|
|
|
—
|
|
|
199
|
|
|
|
|
|
|
|
|
|
Bilateral OTC
|
190,570
|
|
|
9,255
|
|
|
187,836
|
|
|
9,187
|
|
Equity contracts:
|
|
|
|
|
|
|
|
Exchange-traded
|
717,494
|
|
|
1,714,538
|
|
|
962,535
|
|
|
1,481,388
|
|
Bilateral OTC
|
248,720
|
|
|
4,731
|
|
|
445,241
|
|
|
4,271
|
|
Commodity contracts:
|
|
|
|
|
|
|
|
Exchange-traded
|
—
|
|
|
5,524
|
|
|
—
|
|
|
4,646
|
|
|
|
|
|
|
|
|
|
Credit contracts:
|
|
|
|
|
|
|
|
Cleared OTC
|
2,514
|
|
|
13
|
|
|
5,768
|
|
|
12
|
|
Bilateral OTC
|
6,281
|
|
|
25
|
|
|
14,219
|
|
|
28
|
|
Total derivatives not designated as accounting hedges
|
1,801,694
|
|
|
|
|
2,158,992
|
|
|
|
Total gross derivative assets/liabilities:
|
|
|
|
|
|
|
|
Exchange-traded
|
718,685
|
|
|
|
|
962,638
|
|
|
|
Cleared OTC
|
244,401
|
|
|
|
|
290,201
|
|
|
|
Bilateral OTC
|
867,271
|
|
|
|
|
906,153
|
|
|
|
Amounts offset in our Consolidated Statements of Financial Condition (3):
|
|
|
|
|
|
|
|
Exchange-traded
|
(688,871)
|
|
|
|
|
(688,871)
|
|
|
|
Cleared OTC
|
(222,869)
|
|
|
|
|
(266,900)
|
|
|
|
Bilateral OTC
|
(521,066)
|
|
|
|
|
(676,016)
|
|
|
|
Net amounts per Consolidated Statements of Financial Condition (4)
|
$
|
397,551
|
|
|
|
|
$
|
527,205
|
|
|
|
(1)Exchange-traded derivatives include derivatives executed on an organized exchange. Cleared OTC derivatives include derivatives executed bilaterally and subsequently novated to and cleared through central clearing counterparties. Bilateral OTC derivatives include derivatives executed and settled bilaterally without the use of an organized exchange or central clearing counterparty.
(2)Number of exchange-traded contracts may include open futures contracts. The unsettled fair value of these futures contracts is included in Receivables from/Payables to brokers, dealers and clearing organizations in our Consolidated Statements of Financial Condition.
(3)Amounts netted include both netting by counterparty and for cash collateral paid or received.
(4)We have not received or pledged additional collateral under master netting agreements and/or other credit support agreements that is eligible to be offset beyond what has been offset in our Consolidated Statements of Financial Condition.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table provides information related to gains (losses) recognized in Interest expense in our Consolidated Statements of Earnings related to fair value hedges (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
Gains (Losses)
|
2020
|
|
2019
|
|
2018
|
Interest rate swaps
|
$
|
41,524
|
|
|
$
|
56,385
|
|
|
$
|
(25,539)
|
|
Long-term debt
|
(36,668)
|
|
|
(58,931)
|
|
|
27,363
|
|
Total
|
$
|
4,856
|
|
|
$
|
(2,546)
|
|
|
$
|
1,824
|
|
The following table provides information related to gains (losses) on our net investment hedges recognized in Currency translation adjustments and other, a component of Other comprehensive income (loss), in our Consolidated Statements of Comprehensive Income (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
Gains (Losses)
|
2020
|
|
2019
|
|
2018
|
Foreign exchange contracts
|
$
|
(3,306)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Total
|
$
|
(3,306)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The following table presents unrealized and realized gains (losses) on derivative contracts recognized in Principal transactions revenues in our Consolidated Statements of Earnings, which are utilized in connection with our client activities and our economic risk management activities (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
Gains (Losses)
|
2020
|
|
2019
|
|
2018
|
Interest rate contracts
|
$
|
(52,331)
|
|
|
$
|
(188,605)
|
|
|
$
|
67,291
|
|
Foreign exchange contracts
|
3,851
|
|
|
(4,016)
|
|
|
(304)
|
|
Equity contracts
|
47,631
|
|
|
(108,961)
|
|
|
(232,873)
|
|
Commodity contracts
|
(189)
|
|
|
(681)
|
|
|
1,112
|
|
Credit contracts
|
15,218
|
|
|
9,147
|
|
|
2,715
|
|
Total
|
$
|
14,180
|
|
|
$
|
(293,116)
|
|
|
$
|
(162,059)
|
|
The net gains (losses) on derivative contracts in the table above are one of a number of activities comprising our business activities and are before consideration of economic hedging transactions, which generally offset the net gains (losses) included above. We substantially mitigate our exposure to market risk on our cash instruments through derivative contracts, which generally provide offsetting revenues, and we manage the risk associated with these contracts in the context of our overall risk management framework.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OTC Derivatives. The following tables set forth by remaining contract maturity the fair value of OTC derivative assets and liabilities at November 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTC Derivative Assets (1) (2) (3)
|
|
0 – 12 Months
|
|
1 – 5 Years
|
|
Greater Than
5 Years
|
|
Cross-Maturity
Netting (4)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Equity options and forwards
|
$
|
32,766
|
|
|
$
|
951
|
|
|
$
|
16,650
|
|
|
$
|
(24,685)
|
|
|
$
|
25,682
|
|
Credit default swaps
|
—
|
|
|
750
|
|
|
11
|
|
|
—
|
|
|
761
|
|
Total return swaps
|
140,394
|
|
|
25,110
|
|
|
1,321
|
|
|
(2,975)
|
|
|
163,850
|
|
Foreign currency forwards, swaps and options
|
62,249
|
|
|
18,460
|
|
|
517
|
|
|
(5,746)
|
|
|
75,480
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps, options and forwards
|
80,949
|
|
|
168,430
|
|
|
204,467
|
|
|
(40,131)
|
|
|
413,715
|
|
Total
|
$
|
316,358
|
|
|
$
|
213,701
|
|
|
$
|
222,966
|
|
|
$
|
(73,537)
|
|
|
679,488
|
|
Cross product counterparty netting
|
|
|
|
|
|
|
|
|
(24,723)
|
|
Total OTC derivative assets included in Financial instruments owned
|
|
|
|
|
|
|
|
|
$
|
654,765
|
|
(1)At November 30, 2020, we held net exchange-traded derivative assets and other credit agreements with a fair value of $29.8 million, which are not included in this table.
(2)OTC derivative assets in the table above are gross of collateral received. OTC derivative assets are recorded net of collateral received in our Consolidated Statements of Financial Condition. At November 30, 2020, cash collateral received was $216.8 million.
(3)Derivative fair values include counterparty netting within product category.
(4)Amounts represent the netting of receivable balances with payable balances for the same counterparty within product category across maturity categories.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTC Derivative Liabilities (1) (2) (3)
|
|
0 – 12 Months
|
|
1 – 5 Years
|
|
Greater Than 5 Years
|
|
Cross-Maturity Netting (4)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Equity options and forwards
|
$
|
23,278
|
|
|
$
|
491,595
|
|
|
$
|
119,988
|
|
|
$
|
(24,685)
|
|
|
$
|
610,176
|
|
Credit default swaps
|
—
|
|
|
596
|
|
|
1,615
|
|
|
—
|
|
|
2,211
|
|
Total return swaps
|
88,130
|
|
|
190,616
|
|
|
22
|
|
|
(2,975)
|
|
|
275,793
|
|
Foreign currency forwards, swaps and options
|
50,949
|
|
|
13,376
|
|
|
—
|
|
|
(5,746)
|
|
|
58,579
|
|
Fixed income forwards
|
213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
Interest rate swaps, options and forwards
|
61,558
|
|
|
65,934
|
|
|
68,252
|
|
|
(40,131)
|
|
|
155,613
|
|
Total
|
$
|
224,128
|
|
|
$
|
762,117
|
|
|
$
|
189,877
|
|
|
$
|
(73,537)
|
|
|
1,102,585
|
|
Cross product counterparty netting
|
|
|
|
|
|
|
|
|
(24,723)
|
|
Total OTC derivative liabilities included in Financial instruments sold, not yet purchased
|
|
|
|
|
|
|
|
|
$
|
1,077,862
|
|
(1)At November 30, 2020, we held net exchange-traded derivative liabilities and other credit agreements with a fair value of $22.5 million, which are not included in this table.
(2)OTC derivative liabilities in the table above are gross of collateral pledged. OTC derivative liabilities are recorded net of collateral pledged in our Consolidated Statements of Financial Condition. At November 30, 2020, cash collateral pledged was $459.3 million.
(3)Derivative fair values include counterparty netting within product category.
(4)Amounts represent the netting of receivable balances with payable balances for the same counterparty within product category across maturity categories.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents the counterparty credit quality with respect to the fair value of our OTC derivative assets at November 30, 2020 (in thousands):
|
|
|
|
|
|
Counterparty credit quality (1):
|
|
A- or higher
|
$
|
164,718
|
|
BBB- to BBB+
|
19,628
|
|
BB+ or lower
|
316,361
|
|
Unrated
|
154,058
|
|
Total
|
$
|
654,765
|
|
(1)We utilize internal credit ratings determined by our Risk Management department. Credit ratings determined by Risk Management use methodologies that produce ratings generally consistent with those produced by external rating agencies.
Credit Related Derivative Contracts
The external credit ratings of the underlyings or referenced assets for our written credit related derivative contracts (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
External Credit Rating
|
|
|
|
|
|
Investment Grade
|
|
Non-investment Grade
|
|
Unrated
|
|
Total Notional
|
Credit protection sold:
|
|
|
|
|
|
|
|
Index credit default swaps
|
$
|
62.0
|
|
|
$
|
262.8
|
|
|
$
|
—
|
|
|
$
|
324.8
|
|
|
|
|
|
|
|
|
|
Single name credit default swaps
|
—
|
|
|
6.2
|
|
|
0.2
|
|
|
6.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
|
External Credit Rating
|
|
|
|
|
|
Investment Grade
|
|
Non-investment Grade
|
|
Unrated
|
|
Total Notional
|
Credit protection sold:
|
|
|
|
|
|
|
|
Index credit default swaps
|
$
|
3.0
|
|
|
$
|
32.0
|
|
|
$
|
—
|
|
|
$
|
35.0
|
|
Single name credit default swaps
|
3.4
|
|
|
29.0
|
|
|
1.5
|
|
|
33.9
|
|
Contingent Features
Certain of our derivative instruments contain provisions that require our debt to maintain an investment grade credit rating from each of the major credit rating agencies. If our debt were to fall below investment grade, it would be in violation of these provisions and the counterparties to the derivative instruments could request immediate payment or demand immediate and ongoing full overnight collateralization on our derivative instruments in liability positions. The following table presents the aggregate fair value of all derivative instruments with such credit-risk-related contingent features that are in a liability position, the collateral amounts we have posted or received in the normal course of business and the potential collateral we would have been required to return and/or post additionally to our counterparties if the credit-risk-related contingent features underlying these agreements were triggered (in millions):
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Derivative instrument liabilities with credit-risk-related contingent features
|
$
|
284.6
|
|
|
$
|
42.9
|
|
Collateral posted
|
(129.8)
|
|
|
(3.1)
|
|
Collateral received
|
141.4
|
|
|
114.1
|
|
Return of and additional collateral required in the event of a credit rating downgrade below investment grade (1)
|
296.2
|
|
|
154.0
|
|
(1)These potential outflows include initial margin received from counterparties at the execution of the derivative contract. The initial margin will be returned if counterparties elect to terminate the contract after a downgrade.
Note 6. Collateralized Transactions
Our repurchase agreements and securities borrowing and lending arrangements are generally recorded at cost in our Consolidated Statements of Financial Condition, which is a reasonable approximation of their fair values due to their short-term nature. We enter into secured borrowing and lending arrangements to obtain collateral necessary to effect settlement, finance inventory positions, meet customer needs or re-lend as part of our dealer operations. We monitor the fair value of the securities loaned and borrowed on a daily basis as compared with the related payable or receivable, and request additional collateral or return excess collateral, as appropriate. We pledge financial instruments as collateral under repurchase agreements, securities lending agreements and other secured arrangements, including clearing arrangements. Our agreements with counterparties generally contain contractual provisions allowing the counterparty the right to sell or repledge the collateral. Pledged securities owned that can be sold or repledged by the counterparty are included in Financial instruments owned, at fair value and noted parenthetically as Securities pledged in our Consolidated Statements of Financial Condition.
In instances where we receive securities as collateral in connection with securities-for-securities transactions in which we are the lender of securities and are permitted to sell or repledge the securities received as collateral, we report the fair value of the collateral received and the related obligation to return the collateral in the Consolidated Statements of Financial Condition.
The following tables set forth the carrying value of securities lending arrangements, repurchase agreements and obligation to return securities received as collateral, at fair value, by class of collateral pledged (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
Securities Lending Arrangements
|
|
Repurchase Agreements
|
|
Obligation To Return Securities Received As Collateral, at fair value
|
|
Total
|
Collateral Pledged:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
1,371,978
|
|
|
$
|
157,912
|
|
|
$
|
7,517
|
|
|
$
|
1,537,407
|
|
Corporate debt securities
|
369,218
|
|
|
1,869,844
|
|
|
—
|
|
|
2,239,062
|
|
Mortgage-backed and asset-backed securities
|
—
|
|
|
1,547,140
|
|
|
—
|
|
|
1,547,140
|
|
U.S. government and federal agency securities
|
14,789
|
|
|
7,149,992
|
|
|
—
|
|
|
7,164,781
|
|
Municipal securities
|
—
|
|
|
278,470
|
|
|
—
|
|
|
278,470
|
|
Sovereign obligations
|
54,763
|
|
|
2,763,032
|
|
|
—
|
|
|
2,817,795
|
|
Loans and other receivables
|
—
|
|
|
1,392,883
|
|
|
—
|
|
|
1,392,883
|
|
Total
|
$
|
1,810,748
|
|
|
$
|
15,159,273
|
|
|
$
|
7,517
|
|
|
$
|
16,977,538
|
|
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
|
Securities Lending Arrangements
|
|
Repurchase Agreements
|
|
Obligation To Return Securities Received As Collateral, at fair value
|
|
Total
|
Collateral Pledged:
|
|
|
|
|
|
|
|
Corporate equity securities
|
$
|
1,314,395
|
|
|
$
|
129,558
|
|
|
$
|
—
|
|
|
$
|
1,443,953
|
|
Corporate debt securities
|
191,311
|
|
|
1,730,526
|
|
|
—
|
|
|
1,921,837
|
|
Mortgage-backed and asset-backed securities
|
—
|
|
|
1,745,145
|
|
|
—
|
|
|
1,745,145
|
|
U.S. government and federal agency securities
|
19,434
|
|
|
10,863,997
|
|
|
9,500
|
|
|
10,892,931
|
|
Municipal securities
|
—
|
|
|
498,202
|
|
|
—
|
|
|
498,202
|
|
Sovereign obligations
|
—
|
|
|
3,016,563
|
|
|
—
|
|
|
3,016,563
|
|
Loans and other receivables
|
—
|
|
|
772,926
|
|
|
—
|
|
|
772,926
|
|
Total
|
$
|
1,525,140
|
|
|
$
|
18,756,917
|
|
|
$
|
9,500
|
|
|
$
|
20,291,557
|
|
The following tables set forth the carrying value of securities lending arrangements, repurchase agreements and obligation to return securities received as collateral, at fair value, by remaining contractual maturity (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
Overnight and Continuous
|
|
Up to 30 Days
|
|
31-90 Days
|
|
Greater Than 90 Days
|
|
Total
|
Securities lending arrangements
|
$
|
636,256
|
|
|
$
|
59,735
|
|
|
$
|
459,455
|
|
|
$
|
655,302
|
|
|
$
|
1,810,748
|
|
Repurchase agreements
|
5,510,476
|
|
|
1,747,526
|
|
|
5,019,885
|
|
|
2,881,386
|
|
|
15,159,273
|
|
Obligation to return securities received as collateral, at fair value
|
7,517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,517
|
|
Total
|
$
|
6,154,249
|
|
|
$
|
1,807,261
|
|
|
$
|
5,479,340
|
|
|
$
|
3,536,688
|
|
|
$
|
16,977,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
|
Overnight and Continuous
|
|
Up to 30 Days
|
|
31-90 Days
|
|
Greater Than 90 Days
|
|
Total
|
Securities lending arrangements
|
$
|
694,821
|
|
|
$
|
—
|
|
|
$
|
672,969
|
|
|
$
|
157,350
|
|
|
$
|
1,525,140
|
|
Repurchase agreements
|
6,614,026
|
|
|
1,556,260
|
|
|
8,988,528
|
|
|
1,598,103
|
|
|
18,756,917
|
|
Obligation to return securities received as collateral, at fair value
|
—
|
|
|
—
|
|
|
9,500
|
|
|
—
|
|
|
9,500
|
|
Total
|
$
|
7,308,847
|
|
|
$
|
1,556,260
|
|
|
$
|
9,670,997
|
|
|
$
|
1,755,453
|
|
|
$
|
20,291,557
|
|
We receive securities as collateral under resale agreements, securities borrowing transactions and customer margin loans. We also receive securities as collateral in connection with securities-for-securities transactions in which we are the lender of securities. In many instances, we are permitted by contract to rehypothecate the securities received as collateral. These securities may be used to secure repurchase agreements, enter into securities lending transactions, satisfy margin requirements on derivative transactions or cover short positions. At November 30, 2020 and 2019, the approximate fair value of securities received as collateral by us that may be sold or repledged was $25.9 billion and $28.7 billion, respectively. At November 30, 2020 and 2019, a substantial portion of the securities received by us had been sold or repledged.
Offsetting of Securities Financing Agreements
To manage our exposure to credit risk associated with securities financing transactions, we may enter into master netting agreements and collateral arrangements with counterparties. Generally, transactions are executed under standard industry agreements, including, but not limited to, master securities lending agreements (securities lending transactions) and master repurchase agreements (repurchase transactions). See Note 2, Summary of Significant Accounting Policies, for additional information regarding the offsetting of securities financing agreements.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following tables provide information regarding repurchase agreements, securities borrowing and lending arrangements and securities received as collateral, at fair value, and obligation to return securities received as collateral, at fair value, that are recognized in our Consolidated Statements of Financial Condition and 1) the extent to which, under enforceable master netting arrangements, such balances are presented net in our Consolidated Statements of Financial Condition as appropriate under U.S. GAAP and 2) the extent to which other rights of setoff associated with these arrangements exist and could have an effect on our financial position (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
Gross Amounts
|
|
Netting in Consolidated Statement of Financial Condition
|
|
Net Amounts in Consolidated Statement of Financial Condition
|
|
Additional Amounts Available for Setoff (1)
|
|
Available Collateral (2)
|
|
Net Amount (3)
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Securities borrowing arrangements
|
$
|
6,934,762
|
|
|
$
|
—
|
|
|
$
|
6,934,762
|
|
|
$
|
(395,342)
|
|
|
$
|
(1,706,046)
|
|
|
$
|
4,833,374
|
|
Reverse repurchase agreements
|
11,939,773
|
|
|
(6,843,004)
|
|
|
5,096,769
|
|
|
(412,327)
|
|
|
(4,578,560)
|
|
|
105,882
|
|
Securities received as collateral, at fair value
|
7,517
|
|
|
—
|
|
|
7,517
|
|
|
—
|
|
|
—
|
|
|
7,517
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Securities lending arrangements
|
$
|
1,810,748
|
|
|
$
|
—
|
|
|
$
|
1,810,748
|
|
|
$
|
(395,342)
|
|
|
$
|
(1,397,550)
|
|
|
$
|
17,856
|
|
Repurchase agreements
|
15,159,273
|
|
|
(6,843,004)
|
|
|
8,316,269
|
|
|
(412,327)
|
|
|
(7,122,422)
|
|
|
781,520
|
|
Obligation to return securities received as collateral, at fair value
|
7,517
|
|
|
—
|
|
|
7,517
|
|
|
—
|
|
|
—
|
|
|
7,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
|
Gross Amounts
|
|
Netting in Consolidated Statement of Financial Condition
|
|
Net Amounts in Consolidated Statement of Financial Condition
|
|
Additional Amounts Available for Setoff (1)
|
|
Available Collateral (2)
|
|
Net Amount (4)
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Securities borrowing arrangements
|
$
|
7,624,642
|
|
|
$
|
—
|
|
|
$
|
7,624,642
|
|
|
$
|
(361,394)
|
|
|
$
|
(1,479,433)
|
|
|
$
|
5,783,815
|
|
Reverse repurchase agreements
|
15,551,845
|
|
|
(11,252,247)
|
|
|
4,299,598
|
|
|
(291,316)
|
|
|
(3,929,977)
|
|
|
78,305
|
|
Securities received as collateral, at fair value
|
9,500
|
|
|
—
|
|
|
9,500
|
|
|
—
|
|
|
—
|
|
|
9,500
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Securities lending arrangements
|
$
|
1,525,140
|
|
|
$
|
—
|
|
|
$
|
1,525,140
|
|
|
$
|
(361,394)
|
|
|
$
|
(970,799)
|
|
|
$
|
192,947
|
|
Repurchase agreements
|
18,756,917
|
|
|
(11,252,247)
|
|
|
7,504,670
|
|
|
(291,316)
|
|
|
(6,663,807)
|
|
|
549,547
|
|
Obligation to return securities received as collateral, at fair value
|
9,500
|
|
|
—
|
|
|
9,500
|
|
|
—
|
|
|
—
|
|
|
9,500
|
|
(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 a 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.
(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)Amounts include $4,757.8 million of securities borrowing arrangements, for which we have received securities collateral of $4,617.0 million, and $720.0 million of repurchase agreements, for which we have pledged securities collateral of $733.9 million, which are subject to master netting agreements but we have not determined the agreements to be legally enforceable.
(4)Amounts include $5,683.4 million of securities borrowing arrangements, for which we have received securities collateral of $5,523.6 million, and $439.7 million of repurchase agreements, for which we have pledged securities collateral of $447.5 million, which are subject to master netting agreements but we have not determined the agreements to be legally enforceable.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Cash and Securities Segregated and on Deposit for Regulatory Purposes or Deposited with Clearing and Depository Organizations
Cash and securities segregated in accordance with regulatory regulations and deposited with clearing and depository organizations totaled $604.3 million and $796.8 million at November 30, 2020 and 2019, respectively. Segregated cash and securities consist of deposits in accordance with Rule 15c3-3 of the Securities Exchange Act of 1934, which subjects Jefferies LLC as a broker-dealer carrying customer accounts to requirements related to maintaining cash or qualified securities in segregated special reserve bank accounts for the exclusive benefit of its customers.
Note 7. Securitization Activities
We engage in securitization activities related to corporate loans, mortgage loans, consumer loans and mortgage-backed and other asset-backed securities. In our securitization transactions, we transfer these assets to special purpose entities (“SPEs”) and act as the placement or structuring agent for the beneficial interests sold to investors by the SPE. A significant portion of our securitization transactions are the securitization of assets issued or guaranteed by U.S. government agencies. These SPEs generally meet the criteria of VIEs; however, we generally do not consolidate the SPEs as we are not considered the primary beneficiary for these SPEs. See Note 8, Variable Interest Entities, for further discussion on VIEs and our determination of the primary beneficiary.
We account for our securitization transactions as sales, provided we have relinquished control over the transferred assets. Transferred assets are carried at fair value with unrealized gains and losses reflected in Principal transactions revenues in our Consolidated Statements of Earnings prior to the identification and isolation for securitization. Subsequently, revenues recognized upon securitization are reflected as net underwriting revenues. We generally receive cash proceeds in connection with the transfer of assets to an SPE. We may, however, have continuing involvement with the transferred assets, which is limited to retaining one or more tranches of the securitization (primarily senior and subordinated debt securities in the form of mortgage-backed and other-asset backed securities or CLOs). These securities are included in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition and are generally initially categorized as Level 2 within the fair value hierarchy. For further information on fair value measurements and the fair value hierarchy, refer to Note 4, Fair Value Disclosures, and Note 2, Summary of Significant Accounting Policies, herein.
The following table presents activity related to our securitizations that were accounted for as sales in which we had continuing involvement (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Transferred assets
|
$
|
6,556.2
|
|
|
$
|
4,780.9
|
|
|
$
|
7,159.3
|
|
Proceeds on new securitizations
|
6,556.2
|
|
|
4,852.2
|
|
|
7,165.3
|
|
Cash flows received on retained interests
|
26.8
|
|
|
48.3
|
|
|
48.5
|
|
We have no explicit or implicit arrangements to provide additional financial support to these SPEs, have no liabilities related to these SPEs and do not have any outstanding derivative contracts executed in connection with these securitization activities at November 30, 2020 and 2019.
The following tables summarize our retained interests in SPEs where we transferred assets and have continuing involvement and received sale accounting treatment (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Securitization Type
|
Total Assets
|
|
Retained Interests
|
|
Total Assets
|
|
Retained Interests
|
U.S. government agency RMBS
|
$
|
562.5
|
|
|
$
|
7.8
|
|
|
$
|
10,671.7
|
|
|
$
|
103.3
|
|
U.S. government agency CMBS
|
2,461.2
|
|
|
205.2
|
|
|
1,374.8
|
|
|
45.8
|
|
CLOs
|
3,345.5
|
|
|
39.5
|
|
|
3,006.7
|
|
|
58.4
|
|
Consumer and other loans
|
1,290.6
|
|
|
56.6
|
|
|
1,149.3
|
|
|
71.8
|
|
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Total assets represent the unpaid principal amount of assets in the SPEs in which we have continuing involvement and are presented solely to provide information regarding the size of the transactions and the size of the underlying assets supporting our retained interests, and are not considered representative of the risk of potential loss. Assets retained in connection with a securitization transaction represent the fair value of the securities of one or more tranches issued by an SPE, including senior and subordinated tranches. Our risk of loss is limited to this fair value amount which is included in total Financial instruments owned in our Consolidated Statements of Financial Condition.
Although not obligated, in connection with secondary market-making activities we may make a market in the securities issued by these SPEs. In these market-making transactions, we buy these securities from and sell these securities to investors. Securities purchased through these market-making activities are not considered to be continuing involvement in these SPEs. To the extent we purchased securities through these market-making activities and we are not deemed to be the primary beneficiary of the VIE, these securities are included in agency and non-agency mortgage-backed and asset-backed securitizations in the nonconsolidated VIEs section presented in Note 8, Variable Interest Entities.
Note 8. Variable Interest Entities
VIEs are entities in which equity investors lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary. The primary beneficiary is the party who has both (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity.
Our variable interests in VIEs include debt and equity interests, commitments, guarantees and certain fees. Our involvement with VIEs arises primarily from:
•Purchases of securities in connection with our trading and secondary market making activities;
•Retained interests held as a result of securitization activities;
•Acting as placement agent and/or underwriter in connection with client-sponsored securitizations;
•Financing of agency and non-agency mortgage-backed and other asset-backed securities;
•Warehouse funding arrangements for client-sponsored consumer and mortgage loan vehicles and CLOs through participation agreements, forward sale agreements and revolving loan and note commitments; and
•Loans to, investments in and fees from various investment vehicles.
We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires judgment. Our considerations in determining the VIE’s most significant activities and whether we have power to direct those activities include, but are not limited to, the VIE’s purpose and design and the risks passed through to investors, the voting interests of the VIE, management, service and/or other agreements of the VIE, involvement in the VIE’s initial design and the existence of explicit or implicit financial guarantees. In situations where we have determined that the power over the VIE’s significant activities is shared, we assess whether we are the party with the power over the most significant activities. If we are the party with the power over the most significant activities, we meet the “power” criteria of the primary beneficiary. If we do not have the power over the most significant activities or we determine that decisions require consent of each sharing party, we do not meet the “power” criteria of the primary beneficiary.
We assess our variable interests in a VIE both individually and in aggregate to determine whether we have an obligation to absorb losses of or a right to receive benefits from the VIE that could potentially be significant to the VIE. The determination of whether our variable interest is significant to the VIE requires judgment. In determining the significance of our variable interest, we consider the terms, characteristics and size of the variable interests, the design and characteristics of the VIE, our involvement in the VIE and our market-making activities related to the variable interests.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidated VIEs
The following table presents information about our consolidated VIEs at November 30, 2020 and 2019 (in millions). The assets and liabilities in the tables below are presented prior to consolidation and thus a portion of these assets and liabilities are eliminated in consolidation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
|
Secured Funding Vehicles
|
|
Other
|
|
Secured Funding Vehicles
|
|
Other
|
Cash (1)
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Financial instruments owned
|
—
|
|
|
5.2
|
|
|
—
|
|
|
0.3
|
|
Securities purchased under agreements to resell (2)
|
2,908.9
|
|
|
—
|
|
|
2,467.3
|
|
|
—
|
|
Receivable from brokers
|
—
|
|
|
12.9
|
|
|
—
|
|
|
—
|
|
Other assets
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
Total assets
|
$
|
2,908.9
|
|
|
$
|
19.4
|
|
|
$
|
2,467.3
|
|
|
$
|
1.5
|
|
Financial instruments sold, not yet purchased
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other secured financings (3)
|
2,907.8
|
|
|
—
|
|
|
2,465.8
|
|
|
—
|
|
Other liabilities (4)
|
1.1
|
|
|
0.4
|
|
|
1.5
|
|
|
0.2
|
|
Total liabilities
|
$
|
2,908.9
|
|
|
$
|
2.9
|
|
|
$
|
2,467.3
|
|
|
$
|
0.2
|
|
(1)Approximately $0.7 million of the cash amount at November 30, 2020 represents cash on deposit with related consolidated entities and is eliminated in consolidation.
(2)Securities purchased under agreements to resell primarily represent amounts due under collateralized transactions on related consolidated entities, which are eliminated in consolidation.
(3)Approximately $138.2 million of the other secured financings amount at November 30, 2020 is with related consolidated entities, which is eliminated in consolidation.
(4)Approximately $0.3 million and $0.2 million of the other liabilities amounts at November 30, 2020 and 2019, respectively, represent intercompany payables with related consolidated entities, which are eliminated in consolidation.
Secured Funding Vehicles. We are the primary beneficiary of asset-backed financing vehicles to which we sell agency and non-agency residential and commercial mortgage loans, and asset-backed securities pursuant to the terms of a master repurchase agreement. Our variable interests in these vehicles consist of our collateral margin maintenance obligations under the master repurchase agreement, which we manage, and retained interests in securities issued. The assets of these VIEs consist of reverse repurchase agreements, which are available for the benefit of the vehicle’s debt holders.
Other. We are the primary beneficiary of certain investment vehicles set up for the benefit of our employees. We manage and invest alongside our employees in these vehicles. The assets of these VIEs consist of private equity securities, and are available for the benefit of the entities’ equity holders. Our variable interests in these vehicles consist of equity securities. The creditors of these VIEs do not have recourse to our general credit and each such VIE’s assets are not available to satisfy any other debt.
Nonconsolidated VIEs
The following tables present information about our variable interests in nonconsolidated VIEs (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
Carrying Amount
|
|
Maximum Exposure to Loss
|
|
VIE Assets
|
|
Assets
|
|
Liabilities
|
|
|
CLOs
|
$
|
60.7
|
|
|
$
|
0.2
|
|
|
$
|
642.7
|
|
|
$
|
6,849.1
|
|
Consumer loan and other asset-backed vehicles
|
251.6
|
|
|
—
|
|
|
377.2
|
|
|
2,462.7
|
|
Related party private equity vehicles
|
19.0
|
|
|
—
|
|
|
30.0
|
|
|
53.0
|
|
Other investment vehicles
|
739.7
|
|
|
—
|
|
|
740.9
|
|
|
12,570.2
|
|
Total
|
$
|
1,071.0
|
|
|
$
|
0.2
|
|
|
$
|
1,790.8
|
|
|
$
|
21,935.0
|
|
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
|
Carrying Amount
|
|
Maximum Exposure to Loss
|
|
VIE Assets
|
|
Assets
|
|
Liabilities
|
|
|
CLOs
|
$
|
152.6
|
|
|
$
|
0.6
|
|
|
$
|
505.3
|
|
|
$
|
7,845.0
|
|
Consumer loan and other asset-backed vehicles
|
358.3
|
|
|
—
|
|
|
490.6
|
|
|
2,354.8
|
|
Related party private equity vehicles
|
23.0
|
|
|
—
|
|
|
34.3
|
|
|
71.4
|
|
Other investment vehicles
|
404.1
|
|
|
—
|
|
|
411.9
|
|
|
6,102.7
|
|
Total
|
$
|
938.0
|
|
|
$
|
0.6
|
|
|
$
|
1,442.1
|
|
|
$
|
16,373.9
|
|
Our maximum exposure to loss often differs from the carrying value of the variable interests. The maximum exposure to loss is dependent on the nature of our variable interests in the VIEs and is limited to the notional amounts of certain loan and equity commitments and guarantees. Our maximum exposure to loss does not include the offsetting benefit of any financial instruments that may be utilized to hedge the risks associated with our variable interests and is not reduced by the amount of collateral held as part of a transaction with a VIE.
Collateralized Loan Obligations. Assets collateralizing the CLOs include bank loans, participation interests and sub-investment grade and senior secured U.S. loans. We underwrite securities issued in CLO transactions on behalf of sponsors and provide advisory services to the sponsors. We may also sell corporate loans to the CLOs. Our variable interests in connection with CLOs where we have been involved in providing underwriting and/or advisory services consist of the following:
•Forward sale agreements whereby we commit to sell, at a fixed price, corporate loans and ownership interests in an entity holding such corporate loans to CLOs;
•Warehouse funding arrangements in the form of participation interests in corporate loans held by CLOs and commitments to fund such participation interests;
•Trading positions in securities issued in CLO transactions; and
•Investments in variable funding notes issued by CLOs.
Asset-Backed Vehicles. We provide financing and lending related services to certain client-sponsored VIEs in the form of revolving funding note agreements, revolving credit facilities, forward purchase agreements. and reverse repurchase agreements. The underlying assets, which are collateralizing the vehicles, are primarily composed of unsecured consumer loans, mortgage loans, and trade claims. In addition, we may provide structuring and advisory services and act as an underwriter or placement agent for securities issued by the vehicles. We do not control the activities of these entities.
Related Party Private Equity Vehicles. We committed to invest in private equity funds, (the “JCP Funds”, including JCP Fund V (see Note 9, Investments)) managed by Jefferies Capital Partners, LLC (the “JCP Manager”). Additionally, we committed to invest in the general partners of the JCP Funds (the “JCP General Partners”) and the JCP Manager. Our variable interests in the JCP Funds, JCP General Partners and JCP Manager (collectively, the “JCP Entities”) consist of equity interests that, in total, provide us with limited and general partner investment returns of the JCP Funds, a portion of the carried interest earned by the JCP General Partners and a portion of the management fees earned by the JCP Manager. At November 30, 2020 and 2019, our total equity commitment in the JCP Entities was $133.0 million, of which $122.0 million and $121.7 million had been funded, respectively. The carrying value of our equity investments in the JCP Entities was $19.0 million and $23.0 million at November 30, 2020 and 2019, respectively. Our exposure to loss is limited to the total of our carrying value and unfunded equity commitment. The assets of the JCP Entities primarily consist of private equity and equity related investments.
Other Investment Vehicles. At November 30, 2020 and 2019, we had equity commitments to invest $749.3 million and $398.6 million, respectively, in various other investment vehicles, of which $748.1 million and $390.8 million was funded, respectively. The carrying value of our equity investments was $739.7 million and $404.1 million at November 30, 2020 and 2019, respectively. Our exposure to loss is limited to the total of our carrying value and unfunded equity commitment. These investment vehicles have assets primarily consisting of private and public equity investments, debt instruments, trade and insurance claims and various oil and gas assets.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Mortgage-Backed and Other Asset-Backed Secured Funding Vehicles. In connection with our secondary trading and market making activities, we buy and sell agency and non-agency mortgage-backed securities and other asset-backed securities, which are issued by third-party securitization SPEs and are generally considered variable interests in VIEs. Securities issued by securitization SPEs are backed by residential mortgage loans, U.S. agency collateralized mortgage obligations, commercial mortgage loans, CDOs and CLOs and other consumer loans, such as installment receivables, auto loans and student loans. These securities are accounted for at fair value and included in Financial instruments owned in our Consolidated Statements of Financial Condition. We have no other involvement with the related SPEs and therefore do not consolidate these entities.
We also engage in underwriting, placement and structuring activities for third-party-sponsored securitization trusts generally through agency (FNMA (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) or GNMA (“Ginnie Mae”)) or non-agency-sponsored SPEs and may purchase loans or mortgage-backed securities from third-parties that are subsequently transferred into the securitization trusts. The securitizations are backed by residential and commercial mortgage, home equity and auto loans. We do not consolidate agency-sponsored securitizations as we do not have the power to direct the activities of the SPEs that most significantly impact their economic performance. Further, we are not the servicer of non-agency-sponsored securitizations and therefore do not have power to direct the most significant activities of the SPEs and accordingly, do not consolidate these entities. We may retain unsold senior and/or subordinated interests at the time of securitization in the form of securities issued by the SPEs.
At November 30, 2020 and 2019, we held $1,571.6 million and $1,453.5 million of agency mortgage-backed securities, respectively, and $252.0 million and $134.8 million of non-agency mortgage-backed and other asset-backed securities, respectively, as a result of our secondary trading and market-making activities, and underwriting, placement and structuring activities. Our maximum exposure to loss on these securities is limited to the carrying value of our investments in these securities. These mortgage-backed and other asset-backed secured funding vehicles discussed are not included in the above table containing information about our variable interests in nonconsolidated VIEs.
Note 9. Investments
At November 30, 2020, we had investments in Jefferies Finance LLC (“Jefferies Finance”) and Berkadia. In addition, we had an investment in Epic Gas Ltd. (“Epic Gas”), which was sold on March 19, 2019. Our investments in Jefferies Finance, Berkadia and Epic Gas have been accounted for under the equity method and have been included in Loans to and investments in related parties in our Consolidated Statements of Financial Condition with our share of the investees’ earnings recognized in Other revenues in our Consolidated Statements of Earnings. We have limited partnership interests of 11% and 50% in Jefferies Capital Partners V L.P. and the Jefferies SBI USA Fund L.P. (together, “JCP Fund V”), respectively, which are private equity funds managed by a team led by one of our directors and our Chairman of the Executive Committee.
Jefferies Finance
Jefferies Finance, a joint venture entity pursuant to an agreement with Massachusetts Mutual Life Insurance Company (“MassMutual”), is a commercial finance company that structures, underwrites and arranges primarily senior secured loans to corporate borrowers. Loans are originated primarily through the investment banking efforts of Jefferies LLC. Jefferies Finance may also underwrite and arrange other debt products such as second lien term, bridge and mezzanine loans, as well as related equity co-investments. In addition, Jefferies Finance is a registered investment advisor under the Investment Advisers Act of 1940 and, through two of its wholly-owned subsidiaries, Apex Credit Partners LLC and JFIN Asset Management LLC, acts as an investment advisor for various loan funds and CLOs managing direct lending and broadly syndicated loan products.
At November 30, 2020, we and MassMutual each had equity commitments to Jefferies Finance of $750.0 million, for a combined total commitment of $1.5 billion. At November 30, 2020, we had funded $652.4 million of our $750.0 million commitment, leaving $97.6 million unfunded. The investment commitment is scheduled to expire on March 1, 2021 with automatic one year extensions absent a 60 days termination notice by either party.
Jefferies Finance has executed a Secured Revolving Credit Facility with us and MassMutual, to be funded equally, to support loan underwritings by Jefferies Finance, which bears interest based on the interest rates of the related Jefferies Finance underwritten loans and is secured by the underlying loans funded by the proceeds of the facility. The total Secured Revolving Credit Facility is a committed amount of $500.0 million at November 30, 2020. Advances are shared equally between us and MassMutual. The facility is scheduled to mature on March 1, 2021 with automatic one year extensions absent a 60 days termination notice by either party. At November 30, 2020, we had funded $50.0 million of our $250.0 million commitment. The following summarizes the activity included in our Consolidated Statements of Earnings related to the facility (in millions):
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Interest income
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Unfunded commitment fees
|
1.1
|
|
|
1.3
|
|
|
1.2
|
|
The following is a summary of selected financial information for Jefferies Finance (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Total assets
|
$
|
7,199.5
|
|
|
$
|
7,112.4
|
|
Total liabilities
|
5,990.4
|
|
|
5,828.3
|
|
Total equity
|
1,209.1
|
|
|
1,284.1
|
|
Our total equity balance
|
604.6
|
|
|
642.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Net earnings (loss)
|
$
|
(74.9)
|
|
|
$
|
44.5
|
|
|
$
|
197.2
|
|
The following summarizes activity related to our other transactions with Jefferies Finance (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Origination and syndication fee revenues (1)
|
$
|
198.1
|
|
|
$
|
176.3
|
|
|
$
|
377.7
|
|
Origination fee expenses (1)
|
27.3
|
|
|
27.6
|
|
|
56.6
|
|
CLO placement fee revenues (2)
|
1.7
|
|
|
6.0
|
|
|
3.7
|
|
Derivative losses (3)
|
—
|
|
|
—
|
|
|
(1.6)
|
|
Underwriting fees (4)
|
1.7
|
|
|
3.9
|
|
|
—
|
|
Service fees (5)
|
65.1
|
|
|
60.8
|
|
|
61.7
|
|
(1) We engage in debt underwriting transactions with Jefferies Finance related to the originations and syndications of loans by Jefferies Finance. In connection with such services, we earned fees, which are recognized in Investment banking revenues in our Consolidated Statements of Earnings. In addition, we paid fees to Jefferies Finance in respect of certain loans originated by Jefferies Finance, which are recognized as Business development expenses in our Consolidated Statements of Earnings.
(2) We act as a placement agent for CLOs managed by Jefferies Finance, for which we recognized fees, which are included in Investment banking revenues in our Consolidated Statements of Earnings. At November 30, 2020 and 2019, we held securities issued by CLOs managed by Jefferies Finance, which are included in Financial instruments owned, at fair value.
(3) We have entered into participation agreements and derivative contracts with Jefferies Finance based upon certain securities issued by CLOs and we have recognized gains (losses) relating to the derivative contracts.
(4) We acted as underwriter in connection with term loans issued by Jefferies Finance.
(5) Under a service agreement, we charge Jefferies Finance for services provided.
In connection with non-U.S. dollar loans originated by Jefferies Finance to borrowers who are investment banking clients of ours, we have entered into an agreement to indemnify Jefferies Finance with respect to any foreign currency exposure.
Receivables from Jefferies Finance, included in Other assets in our Consolidated Statements of Financial Condition, were $24.2 million and $17.2 million at November 30, 2020 and 2019, respectively. Payables to Jefferies Finance, related to cash deposited with us and included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Condition, were $13.7 million at both November 30, 2020 and 2019. At November 30, 2019, a payable to Jefferies Finance of $17.6 million related to its lending transactions is included in Payables to customers in our Consolidated Statements of Financial Condition.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
On March 28, 2019, we entered into a promissory note with Jefferies Finance with a principal amount of $1.0 billion, the proceeds of which were used in connection with our investment banking loan syndication activities. We repaid Jefferies Finance the entire outstanding principal amount of this note on May 15, 2019. Interest paid on the note of $3.8 million is included in Interest expense within our Consolidated Statements of Earnings for the year ended November 20, 2019.
Berkadia
Berkadia is a commercial mortgage banking and servicing joint venture that was formed in 2009 by Jefferies and Berkshire Hathaway Inc. On October 1, 2018, Jefferies transferred its 50% voting equity interest in Berkadia and related arrangements to us. As a result, we are entitled to receive 45% of the profits of Berkadia. Berkadia originates commercial/multifamily real estate loans that are sold to U.S. government agencies or other investors. Berkadia also is an investment sales advisor focused on the multifamily industry. Berkadia is a servicer of commercial real estate loans in the U.S., performing primary, master and special servicing functions for U.S. government agency programs, commercial mortgage-backed securities transactions, banks, insurance companies and other financial institutions.
The following is a summary of selected financial information for Berkadia (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Total assets
|
$
|
4,294.0
|
|
|
$
|
2,809.8
|
|
Total liabilities
|
3,626.3
|
|
|
2,213.2
|
|
Total equity
|
667.7
|
|
|
596.6
|
|
Our total equity balance
|
301.2
|
|
|
268.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
Two Months Ended November 30, 2018
|
|
2020
|
|
2019
|
|
Net earnings
|
$
|
153.1
|
|
|
$
|
195.9
|
|
|
$
|
44.4
|
|
We received distributions from Berkadia on our equity interest as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
Two Months Ended November 30, 2018
|
|
2020
|
|
2019
|
|
Distributions
|
$
|
37.1
|
|
|
$
|
65.0
|
|
|
$
|
23.1
|
|
At November 30, 2020 and 2019, in the normal course of our securities markets group business, we had commitments to purchase $401.0 million and $360.4 million, respectively, in agency CMBS from Berkadia.
JCP Fund V
The amount of our investments in JCP Fund V included in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition was $17.4 million and $20.6 million at November 30, 2020 and 2019, respectively. We account for these investments at fair value based on the NAV of the funds provided by the fund managers (see Note 2, Summary of Significant Accounting Policies, herein). The following summarizes the results from these investments which are included in Principal transactions revenues in our Consolidated Statements of Earnings (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Net gains (losses) from our investments in JCP Fund V
|
$
|
(3.0)
|
|
|
$
|
(5.7)
|
|
|
$
|
12.1
|
|
At both November 30, 2020 and 2019, we were committed to invest equity of up to $85.0 million in JCP Fund V. At November 30, 2020 and 2019, our unfunded commitment relating to JCP Fund V was $9.1 million and $9.4 million, respectively.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following is a summary of selected financial information for 100.0% of JCP Fund V, in which we owned effectively 35.2% of the combined equity interests (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2020 (1)
|
|
2019 (1)
|
Total assets
|
$
|
49,404
|
|
|
$
|
63,248
|
|
Total liabilities
|
84
|
|
|
76
|
|
Total partners’ capital
|
49,319
|
|
|
63,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2020 (1)
|
|
Three Months Ended December 31, 2019 (1)
|
|
Nine Months Ended September 30, 2019 (1)
|
|
Three Months Ended December 31, 2018 (1)
|
|
Nine Months Ended September 30, 2018 (1)
|
|
Three Months Ended December 31, 2017 (1)
|
Net increase (decrease) in net assets resulting from operations
|
$
|
(12,456)
|
|
|
$
|
(1,397)
|
|
|
$
|
(19,070)
|
|
|
$
|
(8,412)
|
|
|
$
|
15,252
|
|
|
$
|
19,712
|
|
(1)Financial information for JCP Fund V in financial position and results of operations at November 30, 2020 and 2019 and for the years ended November 30, 2020, 2019 and 2018 is included based on the presented periods.
Epic Gas
We had an investment in Epic Gas and during the year ended November 30, 2019, we sold all of our common shares of Epic Gas, at fair value, for a total of $24.6 million. There was a gain of $2.8 million on this transaction, which is included in Other revenue in our Consolidated Statements of Earnings for the year ended November 30, 2019. Epic Gas reported net gains of $0.9 million and net losses of $20.1 million in the period we held the investment during the year ended November 30, 2019 and for the year ended November 30, 2018, respectively.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 10. Goodwill and Intangible Assets
Goodwill
Goodwill attributed to our reportable business segments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Investment Banking and Capital Markets (1)
|
$
|
1,646,523
|
|
|
$
|
1,640,201
|
|
Asset Management (1)
|
410
|
|
|
3,398
|
|
Total goodwill
|
$
|
1,646,933
|
|
|
$
|
1,643,599
|
|
(1)Accumulated goodwill impairments related to the Investment Banking and Capital Markets business segment were $51.9 million at both December 1, 2019 and 2018, and goodwill prior to these impairments was $1,692.1 million and $1,690.7 million at December 1, 2019 and 2018, respectively. Accumulated goodwill impairments related to the Asset Management business segment were $2.1 million at both December 1, 2019 and 2018 and goodwill prior to these impairments was $5.5 million at both December 1, 2019 and 2018.
The following table is a summary of the changes to goodwill (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
Balance, at beginning of period
|
$
|
1,643,599
|
|
|
$
|
1,642,170
|
|
Currency translation and other adjustments
|
6,334
|
|
|
1,325
|
|
Goodwill acquired during the period (1)
|
—
|
|
|
104
|
|
Impairment losses (2)
|
$
|
(3,000)
|
|
|
$
|
—
|
|
Balance, at end of period
|
$
|
1,646,933
|
|
|
$
|
1,643,599
|
|
(1)Goodwill acquired was in connection with our purchase of an entity in Australia and relates to our Investment Banking and Capital Markets business segment.
(2)Impairment losses are related to our wind down of our quantPORT asset management platform.
Goodwill Impairment Testing
A reporting unit is an operating segment or one level below an operating segment. The quantitative goodwill impairment test is performed at the level of the reporting unit and consists of two steps. In the first step, the fair value of each reporting unit is compared with its carrying value, including goodwill and allocated intangible assets. If the fair value is in excess of the carrying value, the goodwill for the reporting unit is considered not to be impaired. If the fair value is less than the carrying value, then a second step is performed in order to measure the amount of the impairment loss, if any, which is based on comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s goodwill.
Allocated tangible equity plus allocated goodwill and intangible assets are used for the carrying amount of each reporting unit. The amount of tangible equity allocated to a reporting unit is based on our cash capital model deployed in managing our businesses, which seeks to approximate the capital a business would require if it were operating independently. Intangible assets are allocated to a reporting unit based on either specifically identifying a particular intangible asset as pertaining to a reporting unit or, if shared among reporting units, based on an assessment of the reporting unit’s benefit from the intangible asset in order to generate results.
Estimating the fair value of a reporting unit requires management judgment. Estimated fair values for our reporting units were determined using a market valuation method that incorporates price-to-earnings and price-to-book multiples of comparable public companies. Under the market valuation approach, the key assumptions are the selected multiples and our internally developed projections of future profitability, growth and return on equity for each reporting unit. In addition, as the fair values determined under the market valuation approach represent a noncontrolling interest, we applied a control premium to arrive at the estimated fair value of each reporting unit on a controlling basis. We engaged an independent valuation specialist to assist us in our valuation process at August 1, 2020.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Our annual goodwill impairment testing at August 1, 2020 did not indicate any goodwill impairment in any of our reporting units. Substantially all of our goodwill is allocated to our Investment Banking, Equities and Fixed Income reporting units, which are part of our Investment Banking and Capital Markets reportable business segment, for which the results of our assessment indicated that these reporting units had a fair value in excess of their carrying amounts based on current projections. At November 30, 2020, goodwill allocated to these reporting units is $1,646.5 million of total goodwill of $1,646.9 million.
Intangible Assets
Intangible assets are included in Other assets in our Consolidated Statements of Financial Condition. The following tables present the gross carrying amount, changes in carrying amount, net carrying amount and weighted average amortization period of identifiable intangible assets at November 30, 2020 and 2019 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
Weighted average remaining lives (years)
|
|
Gross cost
|
|
Impairment losses
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Customer relationships (1)
|
$
|
126,106
|
|
|
$
|
(26)
|
|
|
$
|
(75,776)
|
|
|
$
|
50,304
|
|
|
9.4
|
Trade name (1)
|
129,114
|
|
|
(274)
|
|
|
(28,585)
|
|
|
100,255
|
|
|
27.3
|
Exchange and clearing organization membership interests and registrations
|
8,352
|
|
|
(468)
|
|
|
—
|
|
|
7,884
|
|
|
N/A
|
Total
|
$
|
263,572
|
|
|
$
|
(768)
|
|
|
$
|
(104,361)
|
|
|
$
|
158,443
|
|
|
|
(1) Impairment losses are related to our wind down of our quantPORT asset management platform.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2019
|
|
Weighted average remaining lives (years)
|
|
Gross cost
|
|
|
|
Impairment losses
|
|
Accumulated amortization
|
|
|
|
Net carrying amount
|
|
Customer relationships
|
$
|
125,736
|
|
|
|
|
$
|
—
|
|
|
$
|
(67,257)
|
|
|
|
|
$
|
58,479
|
|
|
9.9
|
Trade name
|
128,590
|
|
|
|
|
—
|
|
|
(24,800)
|
|
|
|
|
103,790
|
|
|
28.3
|
Exchange and clearing organization membership interests and registrations
|
8,564
|
|
|
|
|
(291)
|
|
|
—
|
|
|
|
|
8,273
|
|
|
N/A
|
Total
|
$
|
262,890
|
|
|
|
|
$
|
(291)
|
|
|
$
|
(92,057)
|
|
|
|
|
$
|
170,542
|
|
|
|
We performed our annual impairment testing of intangible assets with an indefinite useful life, which consists of exchange and clearing organization membership interests and registrations, at August 1, 2020. We utilized quantitative assessments of membership interests and registrations that have available quoted sales prices as well as certain other membership interests and registrations that have declined in utilization and qualitative assessments were performed on the remainder of our indefinite-life intangible assets. In applying our quantitative assessments, we recognized impairment losses on certain exchange membership interests and registrations. With regard to our qualitative assessments of the remaining indefinite life intangible assets, based on our assessments of market conditions, the utilization of the assets and the replacement costs associated with the assets, we have concluded that it is not more likely than not that the intangible assets are impaired.
Amortization Expense
For finite life intangible assets, aggregate amortization expense amounted to $12.2 million, $11.9 million and $12.1 million for the years ended November 30, 2020, 2019 and 2018, respectively. These expenses are included in Other expenses in our Consolidated Statements of Earnings.
The estimated future amortization expense for the five succeeding fiscal years is as follows (in thousands):
|
|
|
|
|
|
Year ending November 30, 2021
|
$
|
12,181
|
|
Year ending November 30, 2022
|
9,239
|
|
Year ending November 30, 2023
|
8,258
|
|
Year ending November 30, 2024
|
8,258
|
|
Year ending November 30, 2025
|
8,258
|
|
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 11. Short-Term Borrowings
Short-term borrowings at November 30, 2020 and 2019 mature in one year or less and include the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Bank loans (1)
|
$
|
752,848
|
|
|
$
|
527,509
|
|
|
|
|
|
Floating rate puttable notes (1)
|
6,800
|
|
|
—
|
|
Equity-linked notes (2)
|
5,067
|
|
|
20,981
|
|
Total short-term borrowings
|
$
|
764,715
|
|
|
$
|
548,490
|
|
(1) These Short-term borrowings are recorded at cost in our Consolidated Statements of Financial Condition, which is a reasonable approximation of their fair values due to their liquid and short-term nature.
(2) See Note 4, Fair Value Disclosures, for further information on these notes.
At November 30, 2020, the weighted average interest rate on short-term borrowings outstanding is 1.87% per annum.
Our bank loans include facilities that contain certain covenants that, among other things, require us to maintain a specified level of tangible net worth and impose certain restrictions on the future indebtedness of certain of our subsidiaries that are borrowers. At November 30, 2020, we were in compliance with all covenants under these facilities. Our facilities included within bank loans at November 30, 2020 and 2019 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Bank of New York Mellon Master Loan Agreement (1)
|
$
|
300,000
|
|
|
$
|
351,000
|
|
JPMorgan Chase Bank, N.A. Credit Facility (2)
|
246,000
|
|
|
135,000
|
|
Royal Bank of Canada Credit Facility (3)
|
200,000
|
|
|
—
|
|
Bank of New York Mellon Credit Facility (4)
|
—
|
|
|
—
|
|
Total
|
$
|
746,000
|
|
|
$
|
486,000
|
|
(1)Interest is generally based at spreads over the Federal Funds Rate as defined in this master loan agreement.
(2)Interest is based on an annual alternative base rate or an adjusted London Interbank Offered Rate (“LIBOR”), as defined in this credit facility agreement.
(3)Interest is based on a rate per annum equal to LIBOR plus an applicable margin of 2.05%.
(4)During 2020, Jefferies LLC entered into a revolving credit facility with the Bank of New York Mellon for a committed amount of $100.0 million, maturing on September 13, 2021. Interest is based on a rate per annum equal to the Federal Funds Rate plus 2%. At November 30, 2020, there were no borrowings outstanding under this agreement.
In addition, the Bank of New York Mellon has agreed to make revolving intraday credit advances (“Intraday Credit Facility”) for an aggregate committed amount of $150.0 million. The Intraday Credit Facility is structured so that advances are generally repaid before the end of each business day. However, if an advance is not repaid by the end of any business day, the advance is converted to an overnight loan. Intraday loans accrue interest at a rate of 0.12%. Interest is charged based on the number of minutes in a day the advance is outstanding. Overnight loans are charged interest at the base rate plus 3% on a daily basis. The base rate is the higher of the federal funds rate plus 0.50% or the prime rate in effect at that time. The Intraday Credit Facility contains financial covenants, which include a minimum regulatory net capital requirement for our U.S. broker-dealer, Jefferies LLC. At November 30, 2020, we were in compliance with all debt covenants under the Intraday Credit Facility.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 12. Long-Term Debt
The following summarizes our long-term debt carrying values (including unamortized discounts and premiums, valuation adjustments and debt issuance costs, where applicable) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Interest Rate
|
|
November 30,
|
|
Maturity
|
|
|
2020
|
|
2019
|
Unsecured long-term debt
|
|
|
|
|
|
|
|
2.375% Euro Medium Term Notes
|
May 20, 2020
|
|
—%
|
|
$
|
—
|
|
|
$
|
550,622
|
|
6.875% Senior Notes
|
April 15, 2021
|
|
—%
|
|
—
|
|
|
774,738
|
|
2.250% Euro Medium Term Notes
|
July 13, 2022
|
|
4.08%
|
|
4,638
|
|
|
4,204
|
|
5.125% Senior Notes
|
January 20, 2023
|
|
4.47%
|
|
759,901
|
|
|
610,023
|
|
1.000% Euro Medium Term Notes
|
July 19, 2024
|
|
1.00%
|
|
595,700
|
|
|
548,880
|
|
4.850% Senior Notes (1)
|
January 15, 2027
|
|
4.93%
|
|
809,039
|
|
|
768,931
|
|
6.450% Senior Debentures
|
June 8, 2027
|
|
5.46%
|
|
369,057
|
|
|
371,426
|
|
4.150% Senior Notes
|
January 23, 2030
|
|
4.26%
|
|
989,574
|
|
|
988,662
|
|
2.750% Senior Notes (1)
|
October 15, 2032
|
|
2.85%
|
|
485,134
|
|
|
—
|
|
6.250% Senior Debentures
|
January 15, 2036
|
|
6.03%
|
|
510,834
|
|
|
511,260
|
|
6.500% Senior Notes
|
January 20, 2043
|
|
6.09%
|
|
419,826
|
|
|
420,239
|
|
Structured notes (2)(3)
|
Various
|
|
Various
|
|
1,712,245
|
|
|
1,215,285
|
|
Total unsecured long-term debt
|
|
|
|
|
6,655,948
|
|
|
6,764,270
|
|
Secured long-term debt
|
|
|
|
|
|
|
|
Revolving Credit Facility
|
|
|
|
|
189,732
|
|
|
189,088
|
|
Secured Bank Loan
|
September 27, 2021
|
|
|
|
50,000
|
|
|
50,000
|
|
Total long-term debt (4)
|
|
|
|
|
$
|
6,895,680
|
|
|
$
|
7,003,358
|
|
(1)The carrying values of these senior notes include net losses of $36.7 million and $58.9 million during 2020 and 2019, respectively, associated with interest rate swaps based on designation as fair value hedges. See Note 2, Summary of Significant Accounting Policies, and Note 5, Derivative Financial Instruments, for further information.
(2)These structured notes contain various interest rate payment terms and are accounted for at fair value, with changes in fair value resulting from a change in the instrument-specific credit risk presented in other comprehensive income and changes in fair value resulting from non-credit components recognized in Principal transactions revenues. A weighted average coupon rate is not meaningful, as all of the structured notes are carried at fair value.
(3)Of the $1,712.2 million of structured notes at November 30, 2020, $3.1 million matures in 2024, $25.4 million matures in 2025, and the remaining $1,683.7 million matures in 2026 or thereafter.
(4)The Total Long-term debt has a fair value of $7,575.2 million and $7,280.4 million at November 30, 2020 and 2019, respectively, which would be classified as Level 2 and Level 3 in the fair value hierarchy.
During 2020, long-term debt decreased $107.7 million. This decrease is primarily due to the maturity and repayment of our 2.375% Euro Medium Term Notes and the early retirement of our 6.875% Senior Notes, partially offset by a $500.0 million principal amount issuance of 2.75% Senior Notes due 2032, a $150.0 million principal amount issuance of additional 5.125% Senior Notes due 2023 and approximately $325.5 million of structured notes issuances, net of retirements. At November 30, 2020, all of our structured notes contain various interest rate payment terms and are accounted for at fair value, with changes in fair value resulting from a change in the instrument-specific credit risk presented in other comprehensive income and changes in fair value resulting from non-credit components recognized in Principal transactions revenues. Gains and losses in the fair value of structured notes resulting from non-credit components are recognized within Other adjustments on the Consolidated Statements of Cash Flow.
During 2019, long-term debt increased $457.1 million. This increase is primarily due to structured notes issuances with a total principal amount of approximately $498.9 million, net of retirements. In addition, on July 19, 2019, under our $2.5 billion Euro Medium Term Note Program, we issued 1.000% senior unsecured notes with a principal amount of $553.6 million, due 2024. Proceeds amounted to $551.4 million. The decrease in long-term debt was partially offset by repayments of $680.8 million of our 8.500% senior notes.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
We have a Revolving Credit Facility with a group of commercial banks for an aggregate principal amount of $190.0 million. At November 30, 2020, borrowings under the Revolving Credit Facility amounted to $189.7 million. Interest is based on an annual alternative base rate or an adjusted LIBOR, as defined in the Revolving Credit Facility agreement. The Revolving Credit Facility contains certain covenants that, among other things, requires Jefferies Group LLC to maintain specified level of tangible net worth and liquidity amounts, and imposes certain restrictions on future indebtedness of and requires specified levels of regulated capital for certain of our subsidiaries. Throughout the year and at November 30, 2020, no instances of noncompliance with the Revolving Credit Facility covenants occurred and we expect to remain in compliance given our current liquidity, and anticipated funding requirements given our business plan and profitability expectations.
One of our subsidiaries has a Loan and Security Agreement with a bank for a term loan with a principal amount of $50.0 million (“Secured Bank Loan”). This Secured Bank Loan matures on September 27, 2021 and is collateralized by certain trading securities. Interest on the Secured Bank Loan is 1.25% plus LIBOR. The agreement contains certain covenants that, among other things, restrict lien or encumbrance upon any of the pledged collateral. At November 30, 2020, we were in compliance with all covenants under the Loan and Security Agreement.
Note 13. Leases
We enter into lease and sublease agreements, primarily for office space, across our geographic locations. Finance lease ROU assets and finance lease liabilities are not material. Information related to operating leases in our Consolidated Statement of Financial Condition at November 30, 2020 was as follows (in thousands, except lease term and discount rate):
|
|
|
|
|
|
Premises and equipment - ROU assets
|
$
|
486,614
|
|
|
Weighted average:
|
|
Remaining lease term (in years)
|
10.9
|
Discount rate
|
2.9
|
%
|
The following table presents the maturities of our operating lease liabilities and a reconciliation to the Lease liabilities included in our Consolidated Statement of Financial Condition at November 30, 2020 (in thousands):
|
|
|
|
|
|
Fiscal Year
|
Lease Liabilities
|
2021
|
$
|
65,442
|
|
2022
|
70,200
|
|
2023
|
62,641
|
|
2024
|
61,106
|
|
2025
|
63,158
|
|
2026 and thereafter
|
338,742
|
|
Total undiscounted cash flows
|
661,289
|
|
Less: Difference between undiscounted and discounted cash flows
|
(100,402)
|
|
Operating leases amount in our Consolidated Statement of Financial Condition
|
560,887
|
|
Finance leases amount in our Consolidated Statement of Financial Condition
|
362
|
|
Total amount in our Consolidated Statement of Financial Condition
|
$
|
561,249
|
|
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents our lease costs (in thousands):
|
|
|
|
|
|
|
Year Ended
November 30, 2020
|
Operating lease costs (1)
|
$
|
71,140
|
|
Variable lease costs (2)
|
13,332
|
|
Less: Sublease income
|
(5,974)
|
|
Total lease cost, net
|
$
|
78,498
|
|
(1) Includes short-term leases, which are not material.
(2) Includes property taxes, insurance costs, common area maintenance, utilities, and other costs that are not fixed. The amount also includes rent increases resulting from inflation indices and periodic market rent reviews.
Consolidated Statement of Cash Flows supplemental information was as follows (in thousands):
|
|
|
|
|
|
|
Year Ended
November 30, 2020
|
Cash outflows - lease liabilities
|
$
|
66,248
|
|
Non-cash - ROU assets recorded for new and modified leases
|
21,389
|
|
In addition, the amortization of the ROU assets is included within Other adjustments on the Consolidated Statements of Cash Flows.
Minimum Future Lease Commitments (under Previous GAAP). As lessee, we lease certain premises and equipment under non-cancelable agreements expiring at various dates through 2039 which are operating leases. At November 30, 2019, future minimum aggregate annual lease payments under such leases (net of subleases) for fiscal years ended November 30, 2020 through 2024 and the aggregate amount thereafter, were as follows (in thousands):
|
|
|
|
|
|
Fiscal Year
|
Operating Leases
|
2020
|
$
|
57,952
|
|
2021
|
60,395
|
|
2022
|
62,916
|
|
2023
|
57,574
|
|
2024
|
56,878
|
|
Thereafter
|
389,245
|
|
Total
|
$
|
684,960
|
|
The total minimum payments to be received in the future under non-cancelable subleases at November 30, 2019 was $16.2 million.
Rental expense, net of subleases, amounted to $61.2 million and $52.3 million for the years ended November 30, 2019 and 2018, respectively.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 14. Revenues from Contracts with Customers
The following table presents our total revenues separated for our revenues from contracts with customers and our other sources of revenues (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Revenues from contracts with customers:
|
|
|
|
|
|
Commissions and other fees
|
$
|
823,258
|
|
|
$
|
676,309
|
|
|
$
|
663,470
|
|
Investment banking
|
2,501,494
|
|
|
1,528,729
|
|
|
1,910,203
|
|
Asset management fees
|
9,187
|
|
|
17,219
|
|
|
21,214
|
|
Total revenue from contracts with customers
|
3,333,939
|
|
|
2,222,257
|
|
|
2,594,887
|
|
Other sources of revenue:
|
|
|
|
|
|
Principal transactions
|
1,867,013
|
|
|
769,258
|
|
|
524,296
|
|
Revenues from third-parties with strategic relationships pursuant to arrangements
|
19,507
|
|
|
3,066
|
|
|
—
|
|
Interest
|
894,215
|
|
|
1,496,529
|
|
|
1,207,095
|
|
Other
|
37,632
|
|
|
93,422
|
|
|
103,354
|
|
Total revenues
|
$
|
6,152,306
|
|
|
$
|
4,584,532
|
|
|
$
|
4,429,632
|
|
Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third-parties.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following provides detailed information on the recognition of our revenues from contracts with customers:
Commissions and Other Fees. We earn commission and other fee revenue by executing, settling and clearing transactions for clients primarily in equity, equity-related and futures products. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Commission revenues associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade-date. Commissions revenues are generally paid on settlement date and we record a receivable between trade-date and payment on settlement date. We permit institutional customers to allocate a portion of their gross commissions to pay for research products and other services provided by third-parties. The amounts allocated for those purposes are commonly referred to as soft dollar arrangements. We act as an agent in the soft dollar arrangements as the customer controls the use of the soft dollars and directs our payments to third-party service providers on its behalf. Accordingly, amounts allocated to soft dollar arrangements are netted against commission revenues in our Consolidated Statements of Earnings. We also earn investment research fees for the sales of our proprietary investment research when a contract with a client has been identified. The delivery of investment research services represents a distinct performance obligation that is satisfied over time when the performance obligation is to provide ongoing access to a research platform or research analysts, with fees recognized on a straight-line basis over the period in which the performance obligation is satisfied. The performance obligation is satisfied at a point in time when the performance obligation is to provide individual interactions with research analysts or research events, with fees recognized on the interaction date.
We earn account advisory and distribution fees in connection with wealth management services. Account advisory fees are recognized over time using the time-elapsed method as we determined that the customer simultaneously receives and consumes the benefits of investment advisory services as they are provided. Account advisory fees may be paid in advance of a specified service period or in arrears at the end of the specified service period (e.g., quarterly). Account advisory fees paid in advance are initially deferred within Accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. Distribution fees are variable and recognized when the uncertainties with respect to the amounts are resolved.
Investment Banking. We provide our clients with a full range of financial advisory and underwriting services. Revenues from financial advisory services primarily consist of fees generated in connection with merger, acquisition and restructuring transactions. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed, as the performance obligation is to successfully broker a specific transaction. Fees received prior to the completion of the transaction are deferred within Accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. Advisory fees from restructuring engagements are recognized over time using a time elapsed measure of progress as our clients simultaneously receive and consume the benefits of those services as they are provided. A significant portion of the fees we receive for our advisory services are considered variable as they are contingent upon a future event (e.g., completion of a transaction or third-party emergence from bankruptcy) and are excluded from the transaction price until the uncertainty associated with the variable consideration is subsequently resolved, which is expected to occur upon achievement of the specified milestone. Payment for advisory services are generally due promptly upon completion of a specified milestone or, for retainer fees, periodically over the course of the engagement. We recognize a receivable between the date of completion of the milestone and payment by the customer. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related expenses, including expenses incurred related to restructuring assignments, are expensed as incurred. All investment banking advisory expenses are recognized within their respective expense category in our Consolidated Statements of Earnings and any expenses reimbursed by our clients are recognized as Investment banking revenues.
Underwriting services include underwriting and placement agent services in both the equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings and equity-linked convertible securities transactions and structuring, underwriting and distributing public and private debt, including investment grade debt, high yield bonds, leveraged loans, municipal bonds and mortgage-backed and asset-backed securities. Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the control and benefit of the underwriting offering at that point. Costs associated with underwriting transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded, and are recorded on a gross basis within Underwriting costs in our Consolidated Statements of Earnings as we are acting as a principal in the arrangement. Any expenses reimbursed by our clients are recognized as Investment banking revenues.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Asset Management Fees. We earn management and performance fees in connection with investment advisory services provided to various funds and accounts, which are satisfied over time and measured using a time elapsed measure of progress as the customer receives the benefits of the services evenly throughout the term of the contract. Management and performance fees are considered variable as they are subject to fluctuation (e.g., changes in assets under management, market performance) and/ or are contingent on a future event during the measurement period (e.g., meeting a specified benchmark) and are recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Management fees are generally based on month-end assets under management or an agreed upon notional amount and are included in the transaction price at the end of each month when the assets under management or notional amount is known. Performance fees are received when the return on assets under management for a specified performance period exceed certain benchmark returns, “high-water marks” or other performance targets. The performance period related to our performance fees is annual or semi-annual. Accordingly, performance fee revenue will generally be recognized only at the end of the performance period to the extent that the benchmark return has been met.
Disaggregation of Revenue
The following presents our revenues from contracts with customers disaggregated by major business activity and primary geographic regions (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
|
Reportable Segment
|
|
|
|
Reportable Segment
|
|
|
|
Reportable Segment
|
|
|
|
Investment Banking and Capital Markets
|
|
Asset Management
|
|
Total
|
|
Investment Banking and Capital Markets
|
|
Asset Management
|
|
Total
|
|
Investment Banking and Capital Markets
|
|
Asset Management
|
|
Total
|
Major business activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment banking -
Advisory
|
$
|
1,053,500
|
|
|
$
|
—
|
|
|
$
|
1,053,500
|
|
|
$
|
767,421
|
|
|
$
|
—
|
|
|
$
|
767,421
|
|
|
$
|
820,042
|
|
|
$
|
—
|
|
|
$
|
820,042
|
|
Investment banking -
Underwriting
|
1,447,994
|
|
|
—
|
|
|
1,447,994
|
|
|
761,308
|
|
|
—
|
|
|
761,308
|
|
|
1,090,161
|
|
|
—
|
|
|
1,090,161
|
|
Equities (1)
|
807,350
|
|
|
—
|
|
|
807,350
|
|
|
662,804
|
|
|
—
|
|
|
662,804
|
|
|
649,631
|
|
|
—
|
|
|
649,631
|
|
Fixed income (1)
|
15,908
|
|
|
—
|
|
|
15,908
|
|
|
13,505
|
|
|
—
|
|
|
13,505
|
|
|
13,839
|
|
|
—
|
|
|
13,839
|
|
Asset management
|
—
|
|
|
9,187
|
|
|
9,187
|
|
|
—
|
|
|
17,219
|
|
|
17,219
|
|
|
—
|
|
|
21,214
|
|
|
21,214
|
|
Total
|
$
|
3,324,752
|
|
|
$
|
9,187
|
|
|
$
|
3,333,939
|
|
|
$
|
2,205,038
|
|
|
$
|
17,219
|
|
|
$
|
2,222,257
|
|
|
$
|
2,573,673
|
|
|
$
|
21,214
|
|
|
$
|
2,594,887
|
|
Primary geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
$
|
2,742,298
|
|
|
$
|
4,239
|
|
|
$
|
2,746,537
|
|
|
$
|
1,751,568
|
|
|
$
|
10,472
|
|
|
$
|
1,762,040
|
|
|
$
|
2,186,955
|
|
|
$
|
20,871
|
|
|
$
|
2,207,826
|
|
Europe
|
401,853
|
|
|
4,948
|
|
|
406,801
|
|
|
374,411
|
|
|
6,747
|
|
|
381,158
|
|
|
304,027
|
|
|
343
|
|
|
304,370
|
|
Asia Pacific
|
180,601
|
|
|
—
|
|
|
180,601
|
|
|
79,059
|
|
|
—
|
|
|
79,059
|
|
|
82,691
|
|
|
—
|
|
|
82,691
|
|
Total
|
$
|
3,324,752
|
|
|
$
|
9,187
|
|
|
$
|
3,333,939
|
|
|
$
|
2,205,038
|
|
|
$
|
17,219
|
|
|
$
|
2,222,257
|
|
|
$
|
2,573,673
|
|
|
$
|
21,214
|
|
|
$
|
2,594,887
|
|
(1)Revenues from contracts with customers associated with the equities and fixed income businesses primarily represent commissions and other fee revenue.
Refer to Note 20, Segment Reporting, for a further discussion on the allocation of revenues to geographic regions.
Information on Remaining Performance Obligations and Revenue Recognized from Past Performance
We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at November 30, 2020. Investment banking advisory fees that are contingent upon completion of a specific milestone and fees associated with certain distribution services are also excluded as the fees are considered variable and not included in the transaction price at November 30, 2020.
During the years ended November 30, 2020, 2019 and 2018, we recognized $11.1 million, $27.6 million and $26.6 million, respectively, of revenue related to performance obligations satisfied (or partially satisfied) in previous periods, mainly due to resolving uncertainties in variable consideration that was constrained in prior periods. In addition, we recognized $17.6 million, $21.7 million and $18.1 million of revenues primarily associated with distribution services during the years ended November 30, 2020, 2019 and 2018, respectively, a portion of which relates to prior periods.
Contract Balances
The timing of our revenue recognition may differ from the timing of payment by our customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
We had receivables related to revenues from contracts with customers of $278.5 million and $209.3 million at November 30, 2020 and 2019, respectively. We had no significant impairments related to these receivables during the years ended November 30, 2020 and 2019.
Our deferred revenue primarily relates to retainer and milestone fees received in investment banking advisory engagements where the performance obligation has not yet been satisfied. Deferred revenue at November 30, 2020 and 2019 was $10.0 million and $9.0 million, respectively, which are recorded in Accrued expenses and other liabilities in the Consolidated Statements of Financial Condition. During the years ended November 30, 2020, 2019 and 2018, we recognized revenue of $7.9 million, $9.5 million and $5.4 million, respectively, that were recorded as deferred revenue at the beginning of the year.
Contract Costs
We capitalize costs to fulfill contracts associated with investment banking advisory engagements where the revenue is recognized at a point in time and the costs are determined to be recoverable. Capitalized costs to fulfill a contract are recognized at the point in time that the related revenue is recognized.
At November 30, 2020 and 2019, capitalized costs to fulfill a contract were $1.8 million and $4.8 million, respectively, which are recorded in Receivables – Fees, interest and other in the Consolidated Statement of Financial Condition. For the years ended November 30, 2020, 2019 and 2018, we recognized expenses of $5.1 million, $4.0 million and $2.3 million, respectively, related to costs to fulfill a contract that were capitalized as of the beginning of the year. There were no significant impairment charges recognized in relation to these capitalized costs during the years ended November 30, 2020, 2019 and 2018.
Note 15. Benefit Plans
U.S. Pension Plan
We maintain a defined benefit pension plan, Jefferies Group LLC Employees’ Pension Plan (the “U.S. Pension Plan”), which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and covers certain of our employees. Under the U.S. Pension Plan, benefits to participants are based on years of service and the employee’s career average pay. Effective December 31, 2005, benefits under the U.S. Pension Plan were frozen with no further benefit accruing to participants for future service after December 31, 2005.
Employer Contributions - Our funding policy is to contribute to the U.S. Pension Plan at least the minimum amount required for funding purposes under applicable employee benefit and tax laws. We did not contribute to the U.S. Pension Plan during the year ended November 30, 2020 and we do not anticipate making a contribution to the plan for the year ending November 30, 2021.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following tables summarize the changes in the projected benefit obligation, the fair value of the assets and the funded status of the plan (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
Change in projected benefit obligation:
|
|
|
|
Projected benefit obligation, beginning of period
|
$
|
63,222
|
|
|
$
|
54,724
|
|
Interest cost
|
1,801
|
|
|
2,303
|
|
Actuarial losses
|
9,874
|
|
|
9,606
|
|
Administrative expenses paid
|
(346)
|
|
|
(467)
|
|
Benefits paid
|
(1,003)
|
|
|
(3,444)
|
|
Settlements
|
(2,477)
|
|
|
—
|
|
Other costs
|
470
|
|
|
500
|
|
Projected benefit obligation, end of period
|
$
|
71,541
|
|
|
$
|
63,222
|
|
Change in plan assets:
|
|
|
|
Fair value of assets, beginning of period
|
$
|
56,980
|
|
|
$
|
48,176
|
|
Benefits paid
|
(1,003)
|
|
|
(3,444)
|
|
Administrative expenses paid
|
(346)
|
|
|
(467)
|
|
Actual return on plan assets
|
10,007
|
|
|
10,715
|
|
Contributions
|
—
|
|
|
2,000
|
|
Settlements
|
(2,477)
|
|
|
—
|
|
Fair value of assets, end of period
|
$
|
63,161
|
|
|
$
|
56,980
|
|
Funded status at end of period
|
$
|
(8,380)
|
|
|
$
|
(6,242)
|
|
The amounts recognized in our Consolidated Statements of Financial Condition are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Consolidated statements of financial condition:
|
|
|
|
Accrued expenses and other liabilities
|
$
|
8,380
|
|
|
$
|
6,242
|
|
Accumulated other comprehensive income, before taxes:
|
|
|
|
Net losses
|
$
|
(10,875)
|
|
|
$
|
(8,159)
|
|
The following tables summarize the components of net periodic pension cost and other amounts recognized in Other comprehensive income, before taxes (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Components of net periodic pension cost:
|
|
|
|
|
|
Interest cost on projected benefit obligation
|
$
|
1,801
|
|
|
$
|
2,303
|
|
|
$
|
2,129
|
|
Expected return on plan assets
|
(3,477)
|
|
|
(3,008)
|
|
|
(3,247)
|
|
Net amortization
|
252
|
|
|
122
|
|
|
—
|
|
Settlement losses
|
376
|
|
|
—
|
|
|
365
|
|
Other costs
|
470
|
|
|
500
|
|
|
400
|
|
Net periodic pension cost
|
$
|
(578)
|
|
|
$
|
(83)
|
|
|
$
|
(353)
|
|
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Amounts recognized in Other comprehensive income:
|
|
|
|
|
|
Net losses arising during the period
|
$
|
3,344
|
|
|
$
|
1,899
|
|
|
$
|
655
|
|
Amortization of net loss
|
(252)
|
|
|
(122)
|
|
|
—
|
|
Settlements during the period
|
(376)
|
|
|
—
|
|
|
(365)
|
|
Total losses recognized in Other comprehensive income
|
$
|
2,716
|
|
|
$
|
1,777
|
|
|
$
|
290
|
|
Net losses/(gains) recognized in net periodic benefit cost and Other comprehensive income
|
$
|
2,138
|
|
|
$
|
1,694
|
|
|
$
|
(63)
|
|
The assumptions used to determine the actuarial present value of the projected obligation and net periodic pension benefit cost are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Discount rate used to determine benefit obligation
|
2.00
|
%
|
|
2.90
|
%
|
|
4.30
|
%
|
Weighted average assumptions used to determine net pension cost:
|
|
|
|
|
|
Discount rate
|
2.90
|
%
|
|
4.30
|
%
|
|
3.60
|
%
|
Expected long-term rate of return on plan assets
|
6.25
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
Expected Benefit Payments - Expected benefit payments for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter are as follows (in thousands):
|
|
|
|
|
|
2021
|
$
|
2,207
|
|
2022
|
3,048
|
|
2023
|
4,176
|
|
2024
|
4,758
|
|
2025
|
4,422
|
|
2026 through 2030
|
24,755
|
|
Plan Assets - We have an agreement with an external investment manager to invest and manage the plan’s assets under a strategy using a combination of two portfolios. The investment manager allocates the plan’s assets between a growth portfolio and a liability-driven portfolio according to certain target allocations and tolerance bands that are agreed to by the Administrative Committee of the U.S. Pension Plan. Such target allocations will take into consideration the plan’s funded ratio. The manager will also monitor the strategy and, as the plan’s funded ratio changes over time, will rebalance the strategy, if necessary, to be within the agreed tolerance bands and target allocations. The portfolios are comprised of certain common collective investment trusts that are established and maintained by the investment manager. The common collective trusts are valued at their NAV as a practical expedient for fair value.
German Pension Plan
We maintained a defined benefits pension plan located in Germany (the “German Pension Plan”) in connection with our Futures business. On December 28, 2017, a Liquidation Insurance Contract was entered into with Generali Lebensversicherung AG (“Generali”) to transfer the defined benefit pension obligations and insurance contracts to Generali, for approximately €6.5 million, which was paid in January 2018, and released us from any and all obligations under the German Pension Plan. In addition, on December 28, 2017, we received $3.25 million as consideration relating to the German Pension Plan in connection with releasing the prior plan sponsor from any indemnities. Accumulated other comprehensive income for the year ended November 30, 2018 included $5.3 million related to the transfer of the German Pension Plan.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 16. Compensation Plans
Jefferies sponsors our following share-based compensation plans: Incentive Compensation Plan, Employee Stock Purchase Plan (“ESPP”) and the Deferred Compensation Plan. The outstanding and future share-based awards relating to these plans relate to Jefferies common shares. The fair value of share-based awards is estimated on the date of grant based on the market price of the underlying common stock less the impact of market conditions and selling restrictions subsequent to vesting, if any, and is amortized as compensation expense over the related requisite service periods. We are allocated costs associated with awards granted to our employees under such plans.
In addition, we sponsor non-share-based compensation plans. Non-share-based compensation plans sponsored by us include a profit sharing plan and other forms of restricted cash awards.
The components of total compensation cost associated with certain of our compensation plans are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Components of compensation cost:
|
|
|
|
|
|
Restricted cash awards (1)
|
$
|
474.3
|
|
|
$
|
314.7
|
|
|
$
|
274.4
|
|
Restricted stock and RSUs (2)
|
25.2
|
|
|
26.7
|
|
|
27.6
|
|
Profit sharing plan
|
7.8
|
|
|
7.2
|
|
|
6.5
|
|
Total compensation cost
|
$
|
507.3
|
|
|
$
|
348.6
|
|
|
$
|
308.5
|
|
(1)During the fourth quarter of 2020, we amended certain provisions of a set of cash awards that had been granted as part of compensation at previous year-ends to remove any service requirements for vesting in the awards. Compensation expense of $179.6 million was recorded during the year ended November 30, 2020 as a result of these amendments.
(2)Total compensation cost associated with restricted stock and restricted stock units (“RSUs”) includes the amortization of sign-on, retention and senior executive awards, less forfeitures and clawbacks. Additionally, we recognize compensation cost related to the discount provided to employees in electing to defer compensation under the Deferred Compensation Plan. This compensation cost was approximately $0.3 million, $0.4 million and $0.3 million for the years ended November 30, 2020, 2019 and 2018, respectively.
Remaining unamortized amounts related to certain compensation plans at November 30, 2020 are as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining Unamortized Amounts
|
|
Weighted Average Vesting Period
(in Years)
|
Non-vested share-based awards
|
$
|
28.2
|
|
|
2
|
Restricted cash awards
|
363.5
|
|
|
3
|
Total
|
$
|
391.7
|
|
|
|
The following are descriptions of the compensation plans:
Incentive Compensation Plan. The Incentive Compensation Plan (“Incentive Plan”) allows for awards in the form of incentive stock options (within the meaning of Section 422 of the Internal Revenue Code), nonqualified stock options, stock appreciation rights, restricted stock, unrestricted stock, performance awards, RSUs, dividend equivalents or other share-based awards. RSUs give a participant the right to receive fully vested common shares at the end of a specified deferral period, allowing a participant to hold an interest tied to common stock on a tax deferred basis. Prior to settlement, RSUs carry no voting or dividend rights associated with the stock ownership, but dividend equivalents are accrued to the extent there are dividends declared on the underlying common shares as cash amounts or as deemed reinvestments in additional RSUs. Awards issued and outstanding related to the Incentive Plan relate to shares of Jefferies.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Restricted stock and RSUs may be granted to new employees as sign-on awards, to existing employees as “retention” awards and to certain executive officers as awards for multiple years. Sign-on and retention awards are generally subject to annual ratable vesting over a four-year service period and are amortized as compensation expense on a straight-line basis over the related four years. Restricted stock and RSUs are granted to certain senior executives with market, performance and service conditions. Market conditions are incorporated into the grant-date fair value of senior executive awards using a Monte Carlo valuation model. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market condition is not met. Awards with performance conditions are amortized over the service period if we determine that it is probable that the performance condition will be achieved.
Employee Stock Purchase Plan. There is also an ESPP which we consider noncompensatory effective January 1, 2007. The ESPP permits all regular full-time employees and employees who work part time over 20 hours per week to purchase, at a discount, Jefferies common shares. Annual employee contributions are limited to $21,250, are voluntary and made through payroll deduction. The stock purchase price is equal to 95% of the closing price of common stock on the last day of the applicable session (monthly).
Deferred Compensation Plan. There is also a Deferred Compensation Plan (“Deferred Compensation Plan”), which was established in 2001. Eligible employees are able to defer compensation on a pre-tax basis, with deferred amounts deemed invested at a discount in Jefferies common shares, or by allocating among any combination of other investment funds available under the Deferred Compensation Plan. We often invest directly, as a principal, in investments corresponding to the other investment funds, relating to our obligations to perform under the Deferred Compensation Plan. The compensation deferred by our employees is expensed in the period earned. The change in fair value of our investments in assets corresponding to the specified other investment funds are recognized in Principal transactions revenues and changes in the corresponding deferred compensation liability are reflected as Compensation and benefits expense in our Consolidated Statements of Earnings.
Profit Sharing Plan. We have a profit sharing plan, covering substantially all employees, which includes a salary reduction feature designed to qualify under Section 401(k) of the Internal Revenue Code.
Restricted Cash Awards. We provide compensation to new and existing employees in the form of loans and/or other cash awards which are subject to ratable vesting terms with service requirements. We amortize these awards to compensation expense over the relevant service period, which is generally considered to start at the beginning of the annual compensation year.
Note 17. Income Taxes
Total income taxes were allocated as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Income tax expense
|
$
|
302,748
|
|
|
$
|
80,284
|
|
|
$
|
250,650
|
|
|
|
|
|
|
|
The provision for income tax expense consists of the following components (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Current:
|
|
|
|
|
|
U.S. Federal
|
$
|
213,274
|
|
|
$
|
50,970
|
|
|
$
|
106,761
|
|
U.S. state and local
|
35,317
|
|
|
(3,641)
|
|
|
7,485
|
|
Foreign
|
71,898
|
|
|
10,923
|
|
|
10,139
|
|
Total current
|
320,489
|
|
|
58,252
|
|
|
124,385
|
|
Deferred:
|
|
|
|
|
|
U.S. Federal
|
(30,190)
|
|
|
19,973
|
|
|
131,233
|
|
U.S. state and local
|
(96)
|
|
|
5,768
|
|
|
975
|
|
Foreign
|
12,545
|
|
|
(3,709)
|
|
|
(5,943)
|
|
Total deferred
|
(17,741)
|
|
|
22,032
|
|
|
126,265
|
|
Total income tax expense
|
$
|
302,748
|
|
|
$
|
80,284
|
|
|
$
|
250,650
|
|
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents the U.S. and non-U.S. components of income before income tax expense (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
U.S.
|
$
|
888,639
|
|
|
$
|
313,349
|
|
|
$
|
370,600
|
|
Non-U.S. (1)
|
288,815
|
|
|
11,320
|
|
|
39,067
|
|
Income before income tax expense
|
$
|
1,177,454
|
|
|
$
|
324,669
|
|
|
$
|
409,667
|
|
(1)For purposes of this table, non-U.S. income is defined as income generated from operations located outside the U.S.
Income tax expense differed from the amounts computed by applying the U.S. Federal statutory income tax rates of 21.0% for the years ended November 30, 2020 and 2019 and 22.2% for the year ended November 30, 2018 to earnings before income taxes as a result of the following (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Computed expected income taxes
|
$
|
247,265
|
|
|
21.0
|
%
|
|
$
|
68,181
|
|
|
21.0
|
%
|
|
$
|
90,945
|
|
|
22.2
|
%
|
(1)
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
State and local income taxes, net of Federal income tax benefit
|
50,923
|
|
|
4.3
|
|
|
11,638
|
|
|
3.6
|
|
|
20,419
|
|
|
5.0
|
|
|
International operations (including foreign rate differential)
|
13,168
|
|
|
1.1
|
|
|
4,518
|
|
|
1.4
|
|
|
2,258
|
|
|
0.6
|
|
|
Tax exempt income
|
(227)
|
|
|
—
|
|
|
(634)
|
|
|
(0.2)
|
|
|
(2,202)
|
|
|
(0.5)
|
|
|
Foreign tax credits, net
|
(8,654)
|
|
|
(0.7)
|
|
|
(1,664)
|
|
|
(0.5)
|
|
|
(8,006)
|
|
|
(2.0)
|
|
|
Meals and entertainment
|
1,822
|
|
|
0.2
|
|
|
3,641
|
|
|
1.1
|
|
|
4,528
|
|
|
1.1
|
|
|
Non-deductible executive compensation
|
8,407
|
|
|
0.7
|
|
|
3,720
|
|
|
1.1
|
|
|
3,011
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrecognized tax benefits related to prior years
|
(9,314)
|
|
|
(0.8)
|
|
|
(7,690)
|
|
|
(2.4)
|
|
|
(18,497)
|
|
|
(4.5)
|
|
|
Deferred tax asset remeasurement related to the Tax Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,733
|
|
|
27.5
|
|
|
Transition tax on foreign earnings related to the Tax Act
|
—
|
|
|
—
|
|
|
139
|
|
|
0.1
|
|
|
52,417
|
|
|
12.8
|
|
|
Other, net
|
(642)
|
|
|
(0.1)
|
|
|
(1,565)
|
|
|
(0.5)
|
|
|
(6,956)
|
|
|
(1.7)
|
|
|
Total income tax expense
|
$
|
302,748
|
|
|
25.7
|
%
|
|
$
|
80,284
|
|
|
24.7
|
%
|
|
$
|
250,650
|
|
|
61.2
|
%
|
|
(1)On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Act, which reduced the U.S. federal corporate tax rate from 35.0% to 21.0%, as well as other changes. The statutory U.S. federal corporate tax rate for companies with a fiscal year end of November 30, 2018 is a blended rate of 22.2%, which was reduced to 21.0% in fiscal 2019 and thereafter.
The following table presents a reconciliation of gross unrecognized tax benefits (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Balance at beginning of period
|
$
|
125,607
|
|
|
$
|
125,626
|
|
|
$
|
129,544
|
|
Increases based on tax positions related to the current period
|
40,209
|
|
|
8,142
|
|
|
19,840
|
|
Increases based on tax positions related to prior periods
|
5,275
|
|
|
1,399
|
|
|
5,002
|
|
Decreases based on tax positions related to prior periods
|
(2,444)
|
|
|
(9,560)
|
|
|
(28,760)
|
|
|
|
|
|
|
|
Balance at end of period
|
$
|
168,647
|
|
|
$
|
125,607
|
|
|
$
|
125,626
|
|
The total amount of unrecognized tax benefit that, if recognized, would favorably affect the effective tax rate was $133.9 million and $99.5 million (net of benefits of taxes) at November 30, 2020 and 2019, respectively.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
We recognize interest accrued related to unrecognized tax benefits in Interest expense. Penalties, if any, are recognized in Other expenses in our Consolidated Statements of Earnings. Net interest expense related to unrecognized tax benefits was $9.8 million, $6.3 million and $1.0 million for the years ended November 30, 2020, 2019 and 2018, respectively. At November 30, 2020 and 2019, we had interest accrued of approximately $65.4 million and $55.6 million, respectively, included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. No material penalties were accrued for the years ended November 30, 2020 and 2019.
The cumulative tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Deferred tax assets:
|
|
|
|
Compensation and benefits
|
$
|
238,154
|
|
|
$
|
223,357
|
|
Operating lease liabilities
|
140,742
|
|
|
—
|
|
Long-term debt
|
41,934
|
|
|
33,097
|
|
Accrued expenses and other
|
61,247
|
|
|
71,993
|
|
Net operating losses
|
2,534
|
|
|
5,634
|
|
Sub-total
|
484,611
|
|
|
334,081
|
|
Valuation allowance
|
(3,201)
|
|
|
(3,228)
|
|
Total deferred tax assets
|
481,410
|
|
|
330,853
|
|
Deferred tax liabilities:
|
|
|
|
Operating lease right-of-use assets
|
134,638
|
|
|
—
|
|
Amortization of intangibles
|
67,663
|
|
|
70,373
|
|
Partnerships
|
28,249
|
|
|
49,853
|
|
Other
|
15,167
|
|
|
12,580
|
|
Total deferred tax liabilities
|
245,717
|
|
|
132,806
|
|
Net deferred tax asset, included in Other assets
|
$
|
235,693
|
|
|
$
|
198,047
|
|
The valuation allowance represents the portion of our deferred tax assets for which it is more likely than not that the benefit of such items will not be realized. We believe that the realization of the net deferred tax asset of $235.7 million at November 30, 2020 is more likely than not based on expectations of future taxable income in the jurisdictions in which we operate.
At November 30, 2020, we had gross net operating loss carryforwards of $2.5 million, primarily related to various European jurisdictions. A deferred tax asset of $1.8 million related to net operating losses in Europe has been partially offset by a valuation allowance of $1.4 million, while $0.6 million of a deferred tax asset related to net operating losses in Asia has been partially offset by a valuation allowance of allowance of $0.3 million. The remaining valuation allowance is attributable to deferred tax assets related to compensation and benefits in the U.K.
We have a tax sharing agreement between us and Jefferies. Refer to Note 21, Related Party Transactions, herein, for further information.
We are currently under examination by a number of taxing jurisdictions. We do not expect that resolution of these examinations will have a material effect on our consolidated financial position, but could have a material impact on the consolidated results of operations for the period in which resolution occurs. It is reasonably possible that, within the next twelve months, statutes of limitation will expire which would have the effect of reducing the balance of unrecognized tax benefits by $6.2 million.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The table below summarizes the earliest tax years that remain subject to examination in the major tax jurisdictions in which we operate:
|
|
|
|
|
|
Jurisdiction
|
Tax Year
|
United States
|
2017
|
New Jersey
|
2010
|
New York State
|
2001
|
New York City
|
2006
|
United Kingdom
|
2019
|
Italy
|
2012
|
Hong Kong
|
2014
|
India
|
2010
|
|
|
The new tax on global intangible low-taxed income (“GILTI”), became applicable in fiscal 2019. As a result, we made an accounting policy election in the first quarter of 2019 to treat GILTI as a period cost if and when incurred.
Note 18. Commitments, Contingencies and Guarantees
Commitments
The following table summarizes our commitments at November 30, 2020 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected Maturity Date (fiscal years)
|
|
|
|
2021
|
|
2022
|
|
2023 and 2024
|
|
2025 and 2026
|
|
2027 and Later
|
|
Maximum Payout
|
Equity commitments (1)
|
$
|
306.7
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.8
|
|
|
$
|
314.8
|
|
Loan commitments (1)
|
249.5
|
|
|
10.0
|
|
|
25.0
|
|
|
1.4
|
|
|
—
|
|
|
285.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting commitments
|
243.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243.3
|
|
Forward starting reverse repos (2)
|
6,048.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,048.0
|
|
Forward starting repos (2)
|
3,488.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,488.7
|
|
Other unfunded commitments (1)
|
156.6
|
|
|
25.0
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
186.8
|
|
Total commitments
|
$
|
10,492.8
|
|
|
$
|
36.3
|
|
|
$
|
30.2
|
|
|
$
|
1.4
|
|
|
$
|
6.8
|
|
|
$
|
10,567.5
|
|
(1)Equity, loan and other unfunded commitments are presented by contractual maturity date. The amounts, however, are available on demand.
(2)At November 30, 2020, $5,919.9 million within forward starting securities purchased under agreements to resell and $3,480.4 million within forward starting securities sold under agreements to repurchase settled within three business days.
Equity Commitments. Includes a commitment to invest in our joint venture, Jefferies Finance, and commitments to invest in private equity funds and in Jefferies Capital Partners, LLC, the manager of the private equity funds, which consists of a team led by one of our directors and Chairman of the Executive Committee. At November 30, 2020, our outstanding commitments relating to Jefferies Capital Partners, LLC and its private equity funds were $11.0 million.
See Note 9, Investments, for additional information regarding our investments in Jefferies Finance.
Additionally, at November 30, 2020, we had other outstanding equity commitments to invest up to $200.0 million to third-parties with strategic relationships and up to $6.2 million to various other investments.
Loan Commitments. From time to time we make commitments to extend credit to investment banking and other clients in loan syndication, acquisition finance and securities transactions, SPE sponsors in connection with the funding of CLO and other asset-backed transactions, and third-parties with strategic relationships. These commitments and any related drawdowns of these facilities typically have fixed maturity dates and are contingent on certain representations, warranties and contractual conditions applicable to the borrower. At November 30, 2020, we had $80.0 million of outstanding loan commitments to clients and $5.9 million to third-parties with strategic relationships.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Loan commitments outstanding at November 30, 2020 also include our portion of the outstanding secured revolving credit facility provided to Jefferies Finance, to support loan underwritings by Jefferies Finance. See Note 9, Investments, for additional information.
Underwriting Commitments. In connection with investment banking activities, we may from time to time provide underwriting commitments to our clients in connection with capital raising transactions.
Forward Starting Reverse Repos and Repos. We enter into commitments to take possession of securities with agreements to resell on a forward starting basis and to sell securities with agreements to repurchase on a forward starting basis that are primarily secured by U.S. government and agency securities.
Other Unfunded Commitments. Other unfunded commitments include obligations in the form of revolving notes, warehouse financings and debt securities to provide financing to asset-backed and CLO vehicles. Upon advancing funds, drawn amounts are collateralized by the assets of an entity.
Guarantees
Derivative Contracts. As a dealer, we make markets and trade in a variety of derivative instruments. Certain derivative contracts that we have entered into meet the accounting definition of a guarantee under U.S. GAAP, including credit default swaps, written foreign currency options and written equity put options. On certain of these contracts, such as written interest rate caps and foreign currency options, the maximum payout cannot be quantified since the increase in interest or foreign exchange rates are not contractually limited by the terms of the contract. As such, we have disclosed notional values as a measure of our maximum potential payout under these contracts.
The following table summarizes the notional amounts associated with our derivative contracts meeting the definition of a guarantee under U.S. GAAP at November 30, 2020 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected Maturity Date (Fiscal Years)
|
|
|
|
2021
|
|
2022
|
|
2023 and 2024
|
|
2025 and 2026
|
|
2027 and Later
|
|
Notional/ Maximum Payout
|
Guarantee Type:
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts—non-credit related
|
$
|
12,607.6
|
|
|
$
|
2,475.8
|
|
|
$
|
5,760.8
|
|
|
$
|
390.4
|
|
|
$
|
11.9
|
|
|
$
|
21,246.5
|
|
Written derivative contracts—credit related
|
—
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
Total derivative contracts
|
$
|
12,607.6
|
|
|
$
|
2,475.8
|
|
|
$
|
5,767.2
|
|
|
$
|
390.4
|
|
|
$
|
11.9
|
|
|
$
|
21,252.9
|
|
The derivative contracts deemed to meet the definition of a guarantee under U.S. GAAP are before consideration of hedging transactions and only reflect a partial or “one-sided” component of any risk exposure. Written equity options and written credit default swaps are often executed in a strategy that is in tandem with long cash instruments (e.g., equity and debt securities). We substantially mitigate our exposure to market risk on these contracts through hedges, such as other derivative contracts and/or cash instruments, and we manage the risk associated with these contracts in the context of our overall risk management framework. We believe notional amounts overstate our expected payout and that fair value of these contracts is a more relevant measure of our obligations. At November 30, 2020, the fair value of derivative contracts meeting the definition of a guarantee is approximately $181.3 million.
Standby Letters of Credit. At November 30, 2020, we provided guarantees to certain counterparties in the form of standby letters of credit in the amount of $20.4 million, all of which expire within approximately one year. Standby letters of credit commit us to make payment to the beneficiary if the guaranteed party fails to fulfill its obligation under a contractual arrangement with that beneficiary. Since commitments associated with these collateral instruments may expire unused, the amount shown does not necessarily reflect the actual future cash funding requirement.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Other Guarantees. We are members of various exchanges and clearing houses. In the normal course of business we provide guarantees to securities clearing houses 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 clearing house, other members would be required to meet these shortfalls. To mitigate these performance risks, the exchanges and clearing houses often require members to post collateral. Our obligations under such guarantees could exceed the collateral amounts posted. Our maximum potential liability under these arrangements cannot be quantified; however, the potential for us to be required to make payments under such guarantees is deemed remote. Accordingly, no liability has been recognized for these arrangements. Additionally, we provide certain indemnifications in connection with third-party clearing and execution arrangements whereby a third-party may clear and settle transactions on behalf of our clients. These indemnifications generally have standard contractual terms and are entered into in the ordinary course of business. Our obligations in respect of such transactions are secured by the assets in our client’s account, as well as any proceeds received from the transactions cleared and settled on behalf of our client. However, we believe that it is unlikely we would have to make any material payments under these arrangements and no material liabilities related to these indemnifications have been recognized.
Note 19. Net Capital Requirements
As a broker-dealer registered with the SEC and a member firm of the Financial Industry Regulatory Authority (“FINRA”), Jefferies LLC is subject to the SEC Uniform Net Capital Rule (“Rule 15c3-1”), which requires the maintenance of minimum net capital, and has elected to calculate minimum capital requirements using the alternative method permitted by Rule 15c3-1 in calculating net capital. Jefferies LLC, as a dually-registered U.S. broker-dealer and futures commission merchant (“FCM”), is also subject to Rule 1.17 of the Commodity Futures Trading Commission (“CFTC”), which sets forth minimum financial requirements. The minimum net capital requirement in determining excess net capital for a dually-registered U.S. broker-dealer and FCM is equal to the greater of the requirement under Rule 15c3-1 or CFTC Rule 1.17.
At November 30, 2020, Jefferies LLC’s net capital and excess net capital were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Capital
|
|
Excess Net Capital
|
Jefferies LLC
|
$
|
2,161,289
|
|
|
$
|
2,060,537
|
|
FINRA is the designated examining authority for Jefferies LLC and the National Futures Association is the designated self-regulatory organization for Jefferies LLC as an FCM.
Certain other U.S. and non-U.S. subsidiaries are subject to capital adequacy requirements as prescribed by the regulatory authorities in their respective jurisdictions, including Jefferies International Limited, which is authorized and regulated by the Financial Conduct Authority in the United Kingdom (“U.K.”).
The regulatory capital requirements referred to above may restrict our ability to withdraw capital from our regulated subsidiaries.
At November 30, 2020 and 2019, $5,666.6 million and $4,934.2 million, respectively, of net assets of our consolidated subsidiaries are restricted, as they reflect regulatory capital requirements or require regulatory approval prior to the payment of cash dividends and advances to the parent company.
Note 20. Segment Reporting
We operate in two reportable business segments: (1) Investment Banking and Capital Markets and (2) Asset Management. The Investment Banking and Capital Markets reportable business segment includes our securities, commodities, futures and foreign exchange capital markets activities and investment banking business, which is composed of financial advisory and underwriting activities. The Investment Banking and Capital Markets reportable business segment provides the sales, trading, origination and advisory effort for various fixed income, equity and advisory products and services. The Asset Management reportable business segment provides investment management services to investors in the U.S. and overseas and invests capital in hedge funds, separately managed accounts and third-party asset managers.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Our reportable business segment information is prepared using the following methodologies:
•Net revenues and non-interest expenses directly associated with each reportable business segment are included in determining earnings (loss) before income taxes.
•Net revenues and non-interest expenses not directly associated with specific reportable business segments are allocated based on the most relevant measures applicable, including each reportable business segment’s net revenues, headcount and other factors.
•Reportable business segment assets include an allocation of indirect corporate assets that have been fully allocated to our reportable business segments, generally based on each reportable business segment’s capital utilization.
Our net revenues, non-interest expenses and earnings (loss) before income taxes by reportable business segment are summarized below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Investment Banking and Capital Markets:
|
|
|
|
|
|
Net revenues
|
$
|
4,989.2
|
|
|
$
|
3,036.0
|
|
|
$
|
3,184.4
|
|
Non-interest expenses
|
3,869.3
|
|
|
2,688.9
|
|
|
2,719.5
|
|
Earnings before income taxes
|
$
|
1,119.9
|
|
|
$
|
347.1
|
|
|
$
|
464.9
|
|
Asset Management:
|
|
|
|
|
|
Net revenues
|
$
|
208.3
|
|
|
$
|
76.5
|
|
|
$
|
(1.0)
|
|
Non-interest expenses
|
150.7
|
|
|
98.9
|
|
|
54.2
|
|
Earnings (loss) before income taxes
|
$
|
57.6
|
|
|
$
|
(22.4)
|
|
|
$
|
(55.2)
|
|
Total:
|
|
|
|
|
|
Net revenues
|
$
|
5,197.5
|
|
|
$
|
3,112.5
|
|
|
$
|
3,183.4
|
|
Non-interest expenses
|
4,020.0
|
|
|
2,787.8
|
|
|
2,773.7
|
|
Earnings before income taxes
|
$
|
1,177.5
|
|
|
$
|
324.7
|
|
|
$
|
409.7
|
|
The following table summarizes our total assets by reportable business segment (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2020
|
|
2019
|
Investment Banking and Capital Markets
|
$
|
44,488.1
|
|
|
$
|
40,565.8
|
|
Asset Management
|
3,263.9
|
|
|
2,950.3
|
|
Total assets
|
$
|
47,752.0
|
|
|
$
|
43,516.1
|
|
Net Revenues by Geographic Region
Net revenues for the Investment Banking and Capital Markets reportable business segment are recorded in the geographic region in which the position was risk-managed or, in the case of investment banking, in which the senior coverage banker is located. For the Asset Management reportable business segment, net revenues are allocated according to the location of the investment advisor. Net revenues by geographic region were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Americas (1)
|
$
|
4,060.0
|
|
|
$
|
2,407.6
|
|
|
$
|
2,652.9
|
|
Europe (2)
|
852.0
|
|
|
592.8
|
|
|
434.9
|
|
Asia Pacific
|
285.5
|
|
|
112.1
|
|
|
95.6
|
|
Net revenues
|
$
|
5,197.5
|
|
|
$
|
3,112.5
|
|
|
$
|
3,183.4
|
|
(1)Substantially all relates to U.S. results.
(2)Substantially all relates to U.K. results.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 21. Related Party Transactions
Officers, Directors and Employees. The following sets forth information regarding related party transactions with our officers, directors and employees:
•At November 30, 2020 and 2019, we had $28.9 million and $34.8 million, respectively, of loans outstanding to certain of our officers and employees (none of whom are executive officers or directors) that are included in Other assets in our Consolidated Statements of Financial Condition.
•In June 2020, we sold an investment in a limited partnership to one of our employees for $0.5 million.
•Receivables from and payables to customers include balances arising from officers’, directors’ and employees’ individual security transactions. These transactions are subject to the same regulations as all customer transactions and are provided on substantially the same terms.
•One of our directors had an investment in a hedge fund managed by us of approximately $0.8 million at November 30, 2020. One of our directors also had an investment in a hedge fund managed by us of approximately $3.6 million at November 30, 2019, which was fully redeemed in May 2020 due to the wind down of an asset management platform.
See Note 8, Variable Interest Entities, and Note 18, Commitments, Contingencies and Guarantees, for further information regarding related party transactions with our officers, directors and employees.
Jefferies. The following is a description of our related party transactions with Jefferies and its affiliates:
•We provide services to and receive services from Jefferies under service agreements (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Charges to Jefferies for services provided
|
$
|
47.2
|
|
|
$
|
52.7
|
|
|
$
|
61.2
|
|
Charges from Jefferies for services received
|
32.2
|
|
|
9.5
|
|
|
9.1
|
|
•We provide investment banking and capital markets and asset management services to Jefferies and its affiliates. The following table presents the revenues earned by type of services provided (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Investment banking
|
$
|
10.5
|
|
|
$
|
10.6
|
|
|
$
|
15.7
|
|
|
|
|
|
|
|
Commissions and other fees
|
1.5
|
|
|
1.2
|
|
|
1.8
|
|
Principal transactions
|
—
|
|
|
—
|
|
|
0.1
|
|
|
|
|
|
|
|
•Receivables from and payables to Jefferies, included in Other assets and Accrued expenses and other liabilities, respectively, in our Consolidated Statements of Financial Condition:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
Receivable from Jefferies
|
$
|
1.3
|
|
|
$
|
0.9
|
|
Payable to Jefferies
|
7.1
|
|
|
4.3
|
|
•During the years ended November 30, 2020 and 2019, we paid distributions of $498.7 million and $311.1 million, respectively, to Jefferies. At November 30, 2020 and 2019, we accrued distributions payable in the amount of $153.6 million and $12.6 million, respectively, which are included in Accrued expenses and other liabilities, in our Consolidated Statements of Financial Condition, based on our results for the three months ended November 30, 2020 and 2019.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
•Pursuant to a tax sharing agreement entered into between us and Jefferies, payments are made between us and Jefferies to settle current tax receivables and payables. At November 30, 2020, a net current tax payable from Jefferies of $111.1 million is included in Accrued expenses and other liabilities, in our Consolidated Statements of Financial Condition. At November 30, 2019, a net current tax receivable from Jefferies of $24.4 million is included in Other assets, in our Consolidated Statements of Financial Condition. During the years ended November 30, 2020 and 2019, we made payments to Jefferies of $83.0 million and $71.4 million, respectively.
•We purchase securities from and sell securities to Jefferies, at fair value (in millions). There were no gains or losses on these transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
Securities purchased from Jefferies
|
$
|
64.8
|
|
|
$
|
917.2
|
|
Securities sold to Jefferies (1)
|
0.1
|
|
|
110.9
|
|
(1)During the year ended November 30, 2019, we also transferred to Jefferies a related deferred tax liability of $3.1 million.
•On November 3, 2020, Jefferies sold a wholly-owned subsidiary primarily invested in short-dated receivables that related to an asset management strategy to an investment fund managed by us for approximately $180.7 million.
•At November 30, 2020, we have customer account payables to entities of Jefferies totaling $2.2 million, included in Payables—customers, in our Consolidated Statements of Financial Condition.
•On November 27, 2019, we transferred our investment in CoreCommodity Capital, LLC, an asset manager, along with a related accrued receivable and deferred tax asset, to Jefferies, in return for a total cash payment of $31.0 million.
•On October 1, 2018, Jefferies transferred its 50% interest in Berkadia and capital investments in certain separately managed accounts and funds to us. On November 1, 2018, we purchased LIML, an investment advisory company, from Jefferies. These transfers were accomplished as a capital contribution from Jefferies of approximately $598.2 million and cash payments of $70.5 million to Jefferies during the fourth quarter of 2018. In addition, we paid cash of approximately $5.5 million, representing LIML’s net book value as at October 31, 2018, including goodwill of $0.4 million and intangible assets of $0.2 million. In connection with these transfers, related deferred tax liabilities of approximately $50.9 million were transferred to us, for which Jefferies has indemnified us. These transferred deferred tax liabilities were adjusted by an additional $19.1 million during the fourth quarter of 2019. See Note 9, Investments, for further details on our 50% interest in Berkadia.
•In connection with foreign exchange contracts entered into under a prime brokerage agreement with an affiliate of Jefferies, we have $2.7 million and $9.9 million at November 30, 2020 and 2019, respectively, included in Payables—brokers, dealers and clearing organizations, in our Consolidated Statements of Financial Condition.
•We enter into OTC foreign exchange contracts with a subsidiary of Jefferies. In connection with these contracts, we had $0.1 million recorded in Financial instruments owned, at fair value, and $0.6 million recorded in Financial instruments sold, not yet purchased, at fair value, in our Consolidated Statements of Financial Condition at November 30, 2020 and 2019, respectively. Net gains (losses) relating to these contracts, which are included in Principal transactions revenues in our Consolidated Statements of Earnings, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Net gains (losses) on foreign exchange contracts
|
$
|
1.6
|
|
|
$
|
(6.1)
|
|
|
$
|
—
|
|
•Two of our directors have investments totaling $0.4 million at November 30, 2019 in a hedge fund managed by Jefferies. In December 2019, both directors fully redeemed their interests in this fund.
JEFFERIES GROUP LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
•We have investments in hedge funds managed by Jefferies of $239.0 million and $223.5 million at November 30, 2020 and 2019, respectively, included in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition. Net gains on our investments in these hedge funds, which are included in Principal transactions revenues in our Consolidated Statements of Earnings, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2020
|
|
2019
|
|
2018
|
Net gains on our investments
|
$
|
15.8
|
|
|
$
|
4.7
|
|
|
$
|
5.0
|
|
•In connection with our capital markets activities, from time to time we make a market in long-term debt securities of Jefferies (i.e., we buy and sell debt securities issued by Jefferies). At November 30, 2020 and 2019, approximately $2.6 million and $0.1 million, respectively, of debt issued by Jefferies is included in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition.
•We have entered into a sublease agreement with an affiliate of Jefferies for office space. For the year ended November 30, 2020, we received payments for rent and other expenses of $0.8 million from this affiliate.
•In June 2020, Jefferies paid us $2.9 million for the transfer of one of its asset management divisions, which included a net related liability to us.
HRG Group Inc. (“HRG”). We recognized investment banking revenues of $3.0 million for the year ended November 30, 2018 in connection with the merger of HRG into Spectrum Brands Holdings, Inc., which was partially owned by Jefferies.
For information on transactions with our equity method investees, see Note 9, Investments.
Note 22. Selected Quarterly Financial Data (Unaudited)
The following is a summary of unaudited quarterly statements of earnings for the years ended November 30, 2020 and 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
November 30, 2020
|
|
August 31,
2020
|
|
May 31,
2020
|
|
February 28, 2020
|
Total revenues
|
$
|
1,810,394
|
|
|
$
|
1,595,073
|
|
|
$
|
1,267,283
|
|
|
$
|
1,479,556
|
|
Net revenues
|
1,608,970
|
|
|
1,383,444
|
|
|
1,034,367
|
|
|
1,170,696
|
|
Earnings before income taxes
|
405,807
|
|
|
363,401
|
|
|
172,868
|
|
|
235,378
|
|
Net earnings attributable to Jefferies Group LLC
|
307,114
|
|
|
268,062
|
|
|
130,738
|
|
|
173,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
November 30, 2019
|
|
August 31,
2019
|
|
May 31,
2019
|
|
February 28, 2019
|
Total revenues
|
$
|
1,073,536
|
|
|
$
|
1,141,631
|
|
|
$
|
1,314,493
|
|
|
$
|
1,054,872
|
|
Net revenues
|
747,802
|
|
|
777,159
|
|
|
901,851
|
|
|
685,718
|
|
Earnings before income taxes
|
23,871
|
|
|
83,075
|
|
|
155,138
|
|
|
62,585
|
|
Net earnings attributable to Jefferies Group LLC
|
25,160
|
|
|
64,968
|
|
|
109,920
|
|
|
45,981
|
|
JEFFERIES GROUP LLC AND SUBSIDIARIES