The Quarterly
LUK Q2 2016 10-Q

Leucadia National Corp (LUK) SEC Quarterly Report (10-Q) for Q3 2016

LUK 2016 10-K
LUK Q2 2016 10-Q LUK 2016 10-K



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

__________

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                        to


Commission File Number 1-5721


LEUCADIA NATIONAL CORPORATION

(Exact name of registrant as specified in its Charter)


New York

(State or other jurisdiction of

13-2615557

(I.R.S. Employer

incorporation or organization)

Identification Number)

520 Madison Avenue, New York, New York

(Address of principal executive offices)

10022

(Zip Code)


(212) 460-1900

(Registrant's telephone number, including area code)


N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________


Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES                X       NO            _____


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES                 X     NO            _____


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer   x

Accelerated filer  o

Non-accelerated filer     o

(Do not check if a smaller reporting company)

Smaller reporting company   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES            _____   NO            X     


The number of shares outstanding of each of the issuer's classes of common stock at October 27, 2016 was 360,021,955 .




PART I. FINANCIAL INFORMATION


Item I. Financial Statements.

LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition

September 30, 2016 and December 31, 2015

(Dollars in thousands, except par value)

(Unaudited)

September 30,

December 31,

2016

2015

ASSETS

Cash and cash equivalents

$

3,278,975


$

3,638,648


Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations

1,026,865


751,084


Financial instruments owned, including securities pledged of $10,458,629 and $12,207,123:



Trading assets, at fair value

15,597,243


18,293,090


Available for sale securities

350,666


207,355


Total financial instruments owned

15,947,909



18,500,445


Investments in managed funds

556,971


603,720


Loans to and investments in associated companies

2,105,088


1,757,369


Securities borrowed

8,460,736


6,975,136


Securities purchased under agreements to resell

4,038,194


3,854,746


Receivables

4,169,139


3,830,967


Property, equipment and leasehold improvements, net

715,198


721,875


Intangible assets, net and goodwill

2,594,329


2,648,362


Deferred tax asset, net

1,513,163


1,575,368


Other assets

1,699,448


1,473,464


Total assets

$

46,106,015



$

46,331,184


LIABILITIES



Short-term borrowings

$

432,235


$

310,659


Trading liabilities, at fair value

7,999,156


6,840,430


Securities loaned

2,930,376


3,014,300


Securities sold under agreements to repurchase

8,130,434


9,966,868


Other secured financings

907,257


908,741


Payables, expense accruals and other liabilities

7,765,740


7,107,081


Long-term debt

7,232,261


7,400,582


Total liabilities

35,397,459



35,548,661


Commitments and contingencies





MEZZANINE EQUITY



Redeemable noncontrolling interests

346,079


191,633


Mandatorily redeemable convertible preferred shares

125,000


125,000


EQUITY



Common shares, par value $1 per share, authorized 600,000,000 shares; 359,671,338 and 362,617,423 shares issued and outstanding, after deducting 56,701,377 and 53,755,292 shares held in treasury

359,671


362,617


Additional paid-in capital

4,807,989


4,986,819


Accumulated other comprehensive income

360,681


438,793


Retained earnings

4,531,329


4,612,982


Total Leucadia National Corporation shareholders' equity

10,059,670



10,401,211


Noncontrolling interests

177,807


64,679


Total equity

10,237,477



10,465,890


Total

$

46,106,015


$

46,331,184


See notes to interim consolidated financial statements.


2



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

For the periods ended September 30, 2016 and 2015

(In thousands, except per share amounts)

(Unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016

2015

2016

2015

Revenues:

Beef processing services

$

1,746,841


$

1,863,040


$

5,175,592


$

5,709,835


Commissions

152,044


172,284


454,025


512,714


Principal transactions

299,066


(253,145

)

458,930


548,328


Investment banking

294,930


389,820


778,906


1,044,877


Interest income

226,648


238,468


690,257


724,782


Net realized securities gains

60


236


8,202


24,418


Other

164,121


155,320


366,423


432,713


Total revenues

2,883,710



2,566,023


7,932,335


8,997,667


Interest expense

207,335


199,927


615,496


607,425


Net revenues

2,676,375



2,366,096


7,316,839


8,390,242


Expenses:





Cost of sales

1,689,093


1,937,288


5,113,515


5,909,878


Compensation and benefits

418,715


375,495


1,266,213


1,303,634


Floor brokerage and clearing fees

40,189


45,307


124,259


159,100


Interest

23,121


30,666


68,145


93,821


Depreciation and amortization

52,691


58,466


153,070


166,146


Selling, general and other expenses

239,160


215,302


612,674


536,779


2,462,969



2,662,524


7,337,876


8,169,358


Income (loss) from continuing operations before income taxes and income related to associated companies

213,406


(296,428

)

(21,037

)

220,884


Income related to associated companies

36,503


24,243


108,445


94,501


Income (loss) from continuing operations before income taxes

249,909



(272,185

)

87,408


315,385


Income tax provision (benefit)

73,703


(90,273

)

59,192


107,834


Income (loss) from continuing operations

176,206



(181,912

)

28,216


207,551


Income from discontinued operations, net of income tax provision of $0, $231, $0 and $231

-


429


-


429


Gain on disposal of discontinued operations, net of income tax provision of $0, $700, $0 and $700

-


1,300


-


1,300


Net income (loss)

176,206



(180,183

)

28,216


209,280


Net loss attributable to the noncontrolling interests

1,870


1,238


3,682


1,828


Net (income) loss attributable to the redeemable noncontrolling interests

(22,702

)

6,788


(40,084

)

15,931


Preferred stock dividends

(1,016

)

(1,016

)

(3,047

)

(3,047

)





Net income (loss) attributable to Leucadia National Corporation common shareholders

$

154,358



$

(173,173

)

$

(11,233

)

$

223,992


(continued)






See notes to interim consolidated financial statements.


3



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations, continued

For the periods ended September 30, 2016 and 2015

(In thousands, except per share amounts)

(Unaudited)


For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016

2015

2016

2015

Basic earnings (loss) per common share attributable to Leucadia National Corporation common shareholders:

Income (loss) from continuing operations

$

0.41


$

(0.47

)

$

(0.03

)

$

0.59


Income from discontinued operations

-


-


-


-


Gain on disposal of discontinued operations

-


-


-


-


Net income (loss)

$

0.41


$

(0.47

)

$

(0.03

)

$

0.59


Diluted earnings (loss) per common share attributable to Leucadia National Corporation common shareholders:





Income (loss) from continuing operations

$

0.41


$

(0.47

)

$

(0.03

)

$

0.59


Income from discontinued operations

-


-


-


-


Gain on disposal of discontinued operations

-


-


-


-


Net income (loss)

$

0.41


$

(0.47

)

$

(0.03

)

$

0.59


Amounts attributable to Leucadia National Corporation common shareholders:





Income (loss) from continuing operations, net of taxes

$

154,358


$

(174,902

)

$

(11,233

)

$

222,263


Income from discontinued operations, net of taxes

-


429


-


429


Gain on disposal of discontinued operations, net of taxes

-


1,300


-


1,300


Net income (loss)

$

154,358


$

(173,173

)

$

(11,233

)

$

223,992































See notes to interim consolidated financial statements.


4



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

For the periods ended September 30, 2016 and 2015

(In thousands)

(Unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016

2015

2016

2015

Net income (loss)

$

176,206


$

(180,183

)

$

28,216


$

209,280


Other comprehensive income (loss):





Net unrealized holding gains (losses) on investments arising during the period, net of income tax provision (benefit) of $2,937, $(5,486), $1,639 and $(3,850)

5,064


(9,884

)

2,826


(6,936

)

Less: reclassification adjustment for net (gains) losses included in net income (loss), net of income tax provision (benefit) of $(1), $198, $5 and $5,230

1


(355

)

(8

)

(9,419

)

Net change in unrealized holding gains (losses) on investments, net of income tax provision (benefit) of $2,938, $(5,684), $1,634 and $(9,080)

5,065



(10,239

)

2,818


(16,355

)

Net unrealized foreign exchange gains (losses) arising during the period, net of income tax provision (benefit) of $262, $96, $1,588 and $(3,900)

(55,573

)

(228

)

(77,309

)

(18,644

)

Less: reclassification adjustment for foreign exchange (gains) losses included in net income (loss), net of income tax provision (benefit) of $0, $0, $0 and $0

-


-


-


-


Net change in unrealized foreign exchange gains (losses), net of income tax provision (benefit) of $262, $96, $1,588 and $(3,900)

(55,573

)


(228

)

(77,309

)

(18,644

)

Net unrealized gains (losses) on instrument specific credit risk arising during the period, net of income tax provision (benefit) of $(1,627), $0, $(3,077) and $0

(2,466

)

-


(4,771

)

-


Less: reclassification adjustment for instrument specific credit risk (gains) losses included in net income (loss), net of income tax provision (benefit) of $0, $0, $0 and $0

-


-


-


-


Net change in unrealized instrument specific credit risk gains (losses), net of income tax provision (benefit) of $(1,627), $0, $(3,077) and $0

(2,466

)


-


(4,771

)

-


Net pension gains (losses) arising during the period, net of income tax provision (benefit) of $0, $0, $0 and $0

-


-


-


-


Less: reclassification adjustment for pension (gains) losses included in net income (loss), net of income tax provision (benefit) of $(175), $(653), $(526) and $(1,959)

383


1,258


1,150


3,772


Net change in pension liability, net of income tax provision (benefit) of $175, $653, $526 and $1,959

383



1,258


1,150


3,772


Other comprehensive income (loss), net of income taxes

(52,591

)


(9,209

)

(78,112

)

(31,227

)

Comprehensive income (loss)

123,615



(189,392

)

(49,896

)

178,053


Comprehensive loss attributable to the noncontrolling interests

1,870


1,238


3,682


1,828


Comprehensive (income) loss attributable to the redeemable noncontrolling interests

(22,702

)

6,788


(40,084

)

15,931


Preferred stock dividends

(1,016

)

(1,016

)

(3,047

)

(3,047

)

Comprehensive income (loss) attributable to Leucadia National Corporation common shareholders

$

101,767



$

(182,382

)

$

(89,345

)

$

192,765



See notes to interim consolidated financial statements.


5



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the periods ended September 30, 2016 and 2015

(In thousands)

(Unaudited)

2016

2015

Net cash flows from operating activities:

Net income

$

28,216


$

209,280


Adjustments to reconcile net income to net cash provided by (used for) operations:



Deferred income tax provision

52,241


101,476


Depreciation and amortization

120,458


129,014


Share-based compensation

24,936


71,852


Provision for doubtful accounts

26,372


18,626


Net securities gains

(8,202

)

(24,418

)

Income related to associated companies

(92,583

)

(182,192

)

Distributions from associated companies

118,855


185,369


Net losses related to property and equipment, and other assets

73,384


6,667


Gain on disposal of discontinued operations

-


(2,000

)

Change in estimated litigation reserve

-


(96,500

)

Net change in:

Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations

(277,019

)

2,538,334


Trading assets

2,190,420


(795,615

)

Investments in managed funds

44,306


(296,453

)

Securities borrowed

(1,510,588

)

(852,183

)

Securities purchased under agreements to resell

(248,931

)

(351,875

)

Receivables from brokers, dealers and clearing organizations

(364,929

)

97,622


Receivables from customers of securities operations

331,266


(57,661

)

Other receivables

(124,191

)

(157,478

)

Other assets

(310,542

)

(69,354

)

Trading liabilities

1,268,979


644,008


Securities loaned

(22,326

)

1,049,172


Securities sold under agreements to repurchase

(1,824,027

)

176,960


Payables to brokers, dealers and clearing organizations

777,228


192,867


Payables to customers of securities operations

(31,159

)

(3,454,703

)

Trade payables, expense accruals and other liabilities

79,650


(200,390

)

Other

9,117


(60,693

)

Net cash provided by (used for) operating activities

330,931



(1,180,268

)

Net cash flows from investing activities:



Acquisitions of property, equipment and leasehold improvements, and other assets

(255,367

)

(212,589

)

Proceeds from disposals of property and equipment, and other assets

58,650


10,806


Acquisitions, net of cash acquired

(9,673

)

-


Advances on notes, loans and other receivables

(234,091

)

(283,000

)

Collections on notes, loans and other receivables

52,507


134,556


Loans to and investments in associated companies

(530,883

)

(1,134,067

)

Capital distributions and loan repayments from associated companies

495,246


1,123,480


Deconsolidation of asset management entities

-


(16,512

)

Purchases of investments (other than short-term)

(507,048

)

(806,023

)

Proceeds from maturities of investments

122,041


324,415


Proceeds from sales of investments

251,918


1,800,227


Other

(1,846

)

2,541


Net cash provided by (used for) investing activities

(558,546

)


943,834


(continued)


See notes to interim consolidated financial statements.




6



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows, continued

For the periods ended September 30, 2016 and 2015

(In thousands)

(Unaudited)


2016

2015

Net cash flows from financing activities:

Issuance of debt, net of issuance costs

$

614,062


$

215,175


Net change in short-term borrowings

120,865


-


Reduction of debt

(760,274

)

(770,671

)

Net change in other secured financings

(2,194

)

265,286


Net change in bank overdrafts

(56,126

)

-


Issuance of common shares

894


1,031


Distributions to redeemable noncontrolling interests

(18,469

)

-


Distributions to noncontrolling interests

(2,044

)

-


Contributions from noncontrolling interests

116,847


1,530


Purchase of common shares for treasury

(59,784

)

(121,619

)

Dividends paid

(68,633

)

(69,655

)

Other

388


385


Net cash used for financing activities

(114,468

)

(478,538

)

Effect of foreign exchange rate changes on cash

(17,590

)

(2,502

)

Net decrease in cash and cash equivalents

(359,673

)

(717,474

)



Cash and cash equivalents at January 1,

3,638,648


4,276,775




Cash and cash equivalents at September 30,

$

3,278,975


$

3,559,301


Supplemental disclosures of cash flow information:



Cash paid during the year for:



Interest

$

727,115


$

706,472


Income tax payments (refunds), net

$

(13,933

)

$

5,388


Non-cash investing activities:

Transfer of investment in FXCM from trading assets to Loans to and investments in associated companies

$

334,500


$

-


Non-cash financing activities:

Purchase of common shares for treasury settled after September 30, 2016

$

(13,340

)

$

-














See notes to interim consolidated financial statements.


7



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the periods ended September 30, 2016 and 2015

(In thousands, except par value and per share amounts)

(Unaudited)


Leucadia National Corporation Common Shareholders

Common
Shares
$1 Par
Value

Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings

Subtotal

Noncontrolling
Interests

Total

Balance, January 1, 2015

$

367,499


$

5,059,508


$

447,082


$

4,428,069


$

10,302,158


$

67,864


$

10,370,022


Net income




223,992


223,992


(1,828

)

222,164


Other comprehensive loss, net of taxes



(31,227

)


(31,227

)


(31,227

)

Contributions from noncontrolling interests





-


1,871


1,871


Deconsolidation of asset management entities





-


(8,193

)

(8,193

)

Change in interest in consolidated subsidiary


(862

)



(862

)

862


-


Share-based compensation expense


71,852




71,852



71,852


Change in fair value of redeemable noncontrolling interests


(8,306

)



(8,306

)


(8,306

)

Exercise of options to purchase common shares, including excess tax benefit

2


42


44


44


Purchase of common shares for treasury

(5,713

)

(115,906

)



(121,619

)


(121,619

)

Dividends ($.1875 per common share)




(71,230

)

(71,230

)


(71,230

)

Other

498


176




674




674


Balance, September 30, 2015

$

362,286



$

5,006,504



$

415,855



$

4,580,831



$

10,365,476



$

60,576



$

10,426,052


Balance, January 1, 2016

$

362,617


$

4,986,819


$

438,793


$

4,612,982


$

10,401,211


$

64,679


$

10,465,890


Net loss




(11,233

)

(11,233

)

(3,682

)

(14,915

)

Other comprehensive loss, net of taxes



(78,112

)


(78,112

)


(78,112

)

Contributions from noncontrolling interests





-


118,940


118,940


Distributions to noncontrolling interests





-


(2,044

)

(2,044

)

Deconsolidation of asset management entities





-


(385

)

(385

)

Change in interest in consolidated subsidiary


(282

)



(282

)

282


-


Share-based compensation expense


24,936




24,936



24,936


Change in fair value of redeemable noncontrolling interests


(132,831

)



(132,831

)


(132,831

)

Purchase of common shares for treasury

(4,300

)

(68,824

)



(73,124

)


(73,124

)

Dividends ($.1875 per common share)




(70,420

)

(70,420

)


(70,420

)

Other

1,354


(1,829

)



(475

)

17


(458

)

Balance, September 30, 2016

$

359,671



$

4,807,989



$

360,681



$

4,531,329



$

10,059,670



$

177,807



$

10,237,477









See notes to interim consolidated financial statements.


8



LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Note 1.  Nature of Operations


Leucadia National Corporation ("Leucadia" or the "Company") is a diversified holding company focused on return on investment and long-term value creation to maximize shareholder value.  We continuously review acquisitions of businesses, securities and assets that have the potential for significant long-term value creation, invest in a broad array of businesses, and evaluate the retention and disposition of our existing operations and holdings.  Changes in the mix of our businesses and investments should be expected.


Our financial services businesses and investments include Jefferies (investment banking and capital markets), Leucadia Asset Management (asset management), Berkadia (commercial mortgage banking, investment sales and servicing), FXCM (a provider of online foreign exchange trading services), HomeFed (a publicly traded real estate company) and Foursight Capital and Chrome Capital (vehicle finance).  We also own and have investments in a diverse array of other businesses, including National Beef (beef processing), HRG Group ("HRG"), formerly known as Harbinger (a publicly traded diversified holding company), Vitesse Energy and Juneau Energy (oil and gas exploration and development), Garcadia (automobile dealerships), Linkem (fixed wireless broadband services in Italy), Conwed Plastics and Idaho Timber (manufacturing companies), and Golden Queen (a gold and silver mining project). The structure of each of our investments was tailored to the unique opportunity each transaction presented. Our investments may be reflected in our consolidated results as consolidated subsidiaries, equity investments, receivables, securities, or in other ways, depending on the structure of our specific holdings.


Jefferies is a global full-service, integrated securities and investment banking firm.  In March 2013, Jefferies became an indirect wholly-owned subsidiary of Leucadia, yet retains a separate credit rating and continues to be a separate SEC reporting company.  Through Jefferies, we own 50% of Jefferies Finance LLC ("Jefferies Finance"), our joint venture with Babson Capital Management LLC (now Barings, LLC) and Massachusetts Mutual Life Insurance Company.  Jefferies Finance is a commercial finance company whose primary focus is the origination and syndication of senior secured debt of middle market and growth companies in the form of term and revolving loans.  Through Jefferies, we also own a 48.5% voting interest in Jefferies LoanCore, a joint venture with the Government of Singapore Investment Corporation, the Canada Pension Plan Investment Board and LoanCore, LLC.  Jefferies LoanCore originates, purchases and securitizes commercial real estate loans throughout the U.S.


Jefferies has a November 30 year-end, which it retains for standalone reporting purposes.  We reflect Jefferies in our consolidated financial statements utilizing a one month lag.  We have reviewed Jefferies business and internal operating results for the month of September 2016 for the purpose of evaluating whether financial statement disclosure or adjustments are required in this Quarterly Report on Form 10-Q, and we have concluded that no additional disclosures or adjustments are warranted.


Leucadia Asset Management supports and develops focused alternative asset management businesses led by distinct management teams. These include Folger Hill, a multi-manager discretionary long/short equity hedge fund platform; Topwater Capital, a first-loss hedge fund; 54 Madison Capital, LLC ("54 Madison"), which targets real estate projects; our investment in CoreCommodity Management, LLC, an asset manager that focuses on commodity strategies, as well as several other smaller businesses.


Prior to September 1, 2016, our investment in FXCM Group, LLC ("FXCM") and associated companies consisted of a senior secured term loan due January 2017, with rights to a variable proportion of certain distributions in connection with an FXCM sale of assets or certain other events, and our right to require a sale of FXCM beginning in January 2018. On September 1, 2016 we, FXCM Inc. and FXCM Holdings, LLC ("FXCM Holdings") entered into an agreement that amended the terms of our loan and associated rights. Among other changes, the amendments extended the maturity of the term loan by one year to January 2018 to allow FXCM more time to optimize remaining asset sales ( $192.5 million outstanding at September 30, 2016 ); gave Leucadia a 49.9% common membership interest in FXCM; created an eight -member board for FXCM, comprised of three directors appointed by Leucadia, three directors appointed by FXCM Holdings, and two independent directors; put in place a long-term incentive program for FXCM's senior management; entered into a management agreement pursuant to which FXCM Holdings will manage the assets and day-to-day operations of FXCM and its subsidiaries; and gave FXCM Holdings the same right Leucadia has to require a sale of FXCM beginning in January 2018. See Notes 3 and 9 to our consolidated financial statements for additional information.


Berkadia, our 50-50 equity method joint venture with Berkshire Hathaway Inc., is a commercial real estate company providing capital solutions, investment sales advisory, research and mortgage servicing for multifamily and commercial properties.



9



We own an approximate 65% equity method interest in HomeFed, which owns and develops residential and mixed use real estate properties.  HomeFed is a public company traded on the NASD OTC Bulletin Board.


We own 100% of Foursight Capital, an auto loan originator and servicer, and 85% of Chrome Capital, which owns and manages a portfolio of leases on used Harley-Davidson motorcycles and is in the process of winding down.


We own 78.9% of National Beef Packing Company.  National Beef processes and markets fresh and chilled boxed beef, ground beef, beef by-products, consumer-ready beef and pork, and wet blue leather for domestic and international markets.  National Beef operates two beef processing facilities, three consumer-ready facilities and a wet blue tanning facility, all located in the U.S. National Beef operates one of the largest wet blue tanning facilities in the world that sells processed hides to tanners that produce finished leather for the automotive, luxury goods, apparel and furniture industries.  National Beef owns Kansas City Steak Company, LLC, which sells portioned beef and other products to customers in retail channels such as the internet, direct mail and direct response television.  National Beef also owns a refrigerated and livestock transportation and logistics company that provides transportation services for National Beef and third parties.


We own approximately 23% of HRG, a public company traded on the NYSE, and we reflect this investment at fair value based on quoted market prices. Its consumer products segment contains an approximate 58% ownership stake in Spectrum Brands, a global consumer products company. Its insurance segment includes an approximate 81% ownership stake in Fidelity & Guaranty Life ("FGL"). On November 8, 2015, FGL and Anbang Insurance Group Co., Ltd. ("Anbang") entered into a definitive merger agreement pursuant to which Anbang will acquire FGL for $26.80 per share in cash.


Vitesse Energy, LLC is our 96% owned consolidated subsidiary that acquires and develops non-operated working and royalty oil and gas interests in the Bakken Shale oil field in North Dakota and Montana as well as the Denver-Julesburg Basin in Wyoming.


Juneau Energy, LLC is our 98% owned consolidated subsidiary that engages in the exploration, development and production of oil and gas from onshore, unconventional resource areas.  Juneau currently has non-operated working interests and acreage in the Oklahoma and Texas Gulf Coast regions.


Garcadia is an equity method joint venture that owns and operates 29 automobile dealerships in California, Texas, Iowa and Michigan. We own approximately 75% of Garcadia.


We own approximately 42% of the common shares of Linkem, as well as convertible preferred shares which, if converted, would increase our ownership to approximately 56% of Linkem's common equity.  Linkem provides residential broadband services using LTE technologies deployed over the 3.5 GHz spectrum band.  Linkem operates in Italy, which has few cable television systems and poor broadband alternatives. Linkem is accounted for under the equity method.


Conwed Plastics is our consolidated subsidiary that manufactures and markets lightweight plastic netting used for building and construction, erosion and sediment control, packaging, agricultural purposes, carpet padding, filtration, consumer products and other purposes. 


Idaho Timber is our wholly-owned subsidiary engaged in the manufacture and distribution of various wood products, including the following principal product activities:  remanufacturing dimension lumber; remanufacturing, bundling and bar coding of home center boards for large retailers; and production of pine dimension lumber and 5/4" radius-edge, pine decking. 


Golden Queen Mining Company, LLC ("Golden Queen") owns the Soledad Mountain project, a fully-permitted, open pit, heap leach gold and silver project in Kern County, California, which commenced gold and silver production in March 2016.  We and the Clay family have formed and made contributions to a limited liability company, controlled by us, through which we invested in Golden Queen for the development and operation of the project. Our effective ownership of Golden Queen is approximately 35% and is accounted for under the equity method.


Note 2.  Basis of Presentation and Significant Accounting Policies


Our unaudited interim consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes which are normally included in our Annual Report on Form 10-K.  These financial statements reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented.  Results of operations for interim periods are not necessarily indicative of annual results of operations.



10



The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") requires us to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities.  On an on-going basis, we evaluate all of these estimates and assumptions.  The most important of these estimates and assumptions relate to fair value measurements, compensation and benefits, asset impairment, the ability to realize deferred tax assets, the recognition and measurement of uncertain tax positions and contingencies.  Although these and other estimates and assumptions are based on the best available information, actual results could be different from these estimates.


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 as of the reported date.

Level 2:

Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date.  The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments fair values for which 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 as of 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.


Financial instruments are valued at quoted market prices, if available.  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 as of 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 upon consideration of available information, including types of financial instruments, current financial information, restrictions 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 may be made when, in management's judgment, features of the financial instrument such as its complexity, the market in which the financial instrument is traded and risk uncertainties about market conditions require that an adjustment be made to the value derived from the models.  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.  Transfers among the levels are recognized at the beginning of each period.  The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.


11



Valuation Process for Financial Instruments

The Jefferies Independent Price Verification ("IPV") Group, which is part of the Jefferies finance department, in partnership with Jefferies Risk Management, is responsible for establishing Jefferies valuation policies and procedures.  The IPV Group and Risk Management, which are independent of business functions, play an important role and serve as a control function in determining that Jefferies financial instruments are appropriately reflected at fair value.  This is particularly important where prices or valuations that require inputs are less observable. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and that the assumptions are reasonable.  The IPV Group reports to the Jefferies Global Controller and is subject to the oversight of the IPV Committee, which includes senior members of Jefferies finance department and other personnel.  Jefferies independent price verification policies and procedures are reviewed, at a minimum, annually and changes to the policies require the approval of the IPV Committee.

Price Testing Process .  Jefferies business units are responsible for determining the fair value of Jefferies financial instruments using approved valuation models and methodologies.  In order to ensure that the business unit valuations represent a fair value exit price, the IPV Group tests and validates the fair value of the financial instruments inventory.  In the testing process, the IPV Group obtains prices and valuation inputs from sources independent of Jefferies, consistently adheres to established procedures set forth in the valuation policies for sourcing prices and valuation inputs and utilizing valuation methodologies.  Sources used to validate fair value prices and inputs include, but are not limited to, exchange data, recently executed transactions, pricing data obtained from third party vendors, pricing and valuation services, broker quotes and observed comparable transactions.


To the extent discrepancies between the business unit valuations and the pricing or valuations resulting from the price testing process are identified, such discrepancies are investigated by the IPV Group and fair values are adjusted, as appropriate.  The IPV Group maintains documentation of its testing, results, rationale and recommendations and prepares a monthly summary of its valuation results.  This process also forms the basis for the classification of fair values within the fair value hierarchy (i.e., Level 1, Level 2 or Level 3).  The IPV Group utilizes the additional expertise of Risk Management personnel in valuing more complex financial instruments and financial instruments with less or limited pricing observability.  The results of the valuation testing are reported to the IPV Committee on a monthly basis, which discusses the results and determines the financial instrument fair values in the consolidated financial statements.  This process specifically assists management in asserting as to the fair presentation of our financial condition and results of operations as included within our Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.  At each quarter end, the overall valuation results, as determined by the IPV Committee, are presented to the Jefferies Audit Committee.


Judgment exercised in determining Level 3 fair value measurements is supplemented by daily analysis of profit and loss performed by the Product Control functions.  Gains and losses, which result from changes in fair value, are evaluated and corroborated daily based on an understanding of each trading desk's overall risk positions and developments in a particular market on the given day.  Valuation techniques generally rely on recent transactions of suitably comparable financial instruments and use the observable inputs from those comparable transactions as a validation basis for Level 3 inputs.  Level 3 fair value measurements are further validated through subsequent sales testing and market comparable sales, if such information is available.  Level 3 fair value measurements require documentation of the valuation rationale applied, which is reviewed for consistency in application from period to period.


Third Party Pricing Information .  Pricing information obtained from external data providers (including independent pricing services and brokers) may incorporate a range of market quotes from dealers, recent market transactions and benchmarking model derived prices to quoted market prices and trade data for comparable securities.  External pricing data is subject to evaluation for reasonableness by the IPV Group using a variety of means including comparisons of prices to those of similar product types, quality and maturities, consideration of the narrowness or wideness of the range of prices obtained, knowledge of recent market transactions and an assessment of the similarity in prices to comparable dealer offerings in a recent time period.  Jefferies processes challenge the appropriateness of pricing information obtained from external data providers (including independent pricing services and brokers) to validate the data for consistency with the definition of a fair value exit price.  Jefferies process includes understanding and evaluating the external data providers' valuation methodologies.  For corporate, U.S. government and agency, municipal debt securities, and loans, to the extent Jefferies uses independent pricing services or broker quotes in their valuation process, the vendor service providers are collecting and aggregating observable market information as to recent trade activity and active bid-ask submissions.  The composite pricing information received from the independent pricing service is not based on unobservable inputs or proprietary models.  For mortgage- and other asset-backed securities, collateralized debt obligations ("CDOs") and collateralized loan obligations ("CLOs"), the independent pricing services use a matrix evaluation approach incorporating both observable yield curves and market yields on comparable securities as well as implied inputs from observed trades for comparable securities in order to determine prepayment speeds, cumulative default rates and loss severity.  Further, Jefferies considers pricing data from multiple service providers as available as well as compares pricing data to prices observed for recent transactions, if any, in order to corroborate valuation inputs.



12



Model Review Process .  If a pricing model is used to determine fair value, the pricing model is reviewed for theoretical soundness and appropriateness by Risk Management, independent from the trading desks, and then approved by Risk Management to be used in the valuation process.  Review and approval of a model for use may include benchmarking the model against relevant third party valuations, testing sample trades in the model, backtesting the results of the model against actual trades and stress-testing the sensitivity of the pricing model using varying inputs and assumptions.  In addition, recently executed comparable transactions and other observable market data are considered for purposes of validating assumptions underlying the model.  Models are independently reviewed and validated by Risk Management annually or more frequently if market conditions or use of the valuation model changes.


Receivables


At September 30, 2016 and December 31, 2015 , Receivables include receivables from brokers, dealers and clearing organizations of $1,952.7 million and $1,616.3 million , respectively, and receivables from customers of securities operations of $849.3 million and $1,191.3 million , respectively.

Payables, expense accruals and other liabilities

At September 30, 2016 and December 31, 2015 , Payables, expense accruals and other liabilities include payables to brokers, dealers and clearing organizations of $3,519.1 million and $2,757.2 million , respectively, and payables to customers of securities operations of $2,749.3 million and $2,780.5 million , respectively.

Impairment of Long-Lived Assets

We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. In the third quarter of 2016, Juneau Energy recorded impairment charges in Selling, general and other expenses of $55.0 million related to write-downs of unproved oil and gas properties. Juneau Energy assesses its unproved oil and gas properties for impairment based on remaining lease terms, drilling results or future plans to develop acreage and they record impairment expense for any decline in value. In the third quarter of 2016, Juneau Energy curtailed development of its southern acreage in the East Eagle Ford and its Houston County acreage. As a result, an impairment was recorded for the difference between the carrying value and the estimated net realizable value of the acreage.

Accounting Developments


Revenue Recognition.   In May 2014, the Financial Accounting Standards Board ("FASB") issued new guidance that defines how companies report revenues from contracts with customers, and also requires enhanced disclosures.  The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.  This guidance is effective for interim and annual periods beginning after December 15, 2017.  We are currently evaluating the impact this new guidance will have on our consolidated financial statements.


Consolidation.  In January 2016, we adopted the FASB's new guidance that amended the consolidation guidance including changes to both the variable and voting interest models used to evaluate whether an entity should be consolidated.  This guidance also eliminates the deferral of certain consolidation standards for entities considered to be investment companies.  The adoption of this guidance did not have a significant impact on our consolidated financial statements.


Debt Issuance Costs.  In January 2016, we adopted the FASB's new guidance that requires debt issuance costs related to a recognized debt liability be presented in the Consolidated Statements of Financial Condition as a direct deduction from the carrying amount of that debt liability.  The guidance is effective retrospectively and we have adopted this guidance in the first quarter of 2016. The adoption of this guidance resulted in the following adjustments to the Consolidated Statement of Financial Condition on December 31, 2015: a decrease of $8.6 million to Other assets, a decrease of $7.0 million to Long-term debt and a decrease of $1.6 million to Other secured financings. The adoption of this guidance also resulted in the following adjustments to the Consolidated Statements of Operations for the three and nine months ended September 30, 2015 : a decrease of $1.7 million and $3.8 million , respectively, to Selling, general and other expenses and an increase of $1.7 million and $3.8 million , respectively, to Interest expense.


Financial Instruments. In January 2016, the FASB issued new guidance that affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact of the new guidance related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. Early adoption is permitted for the accounting guidance on financial liabilities under the fair value option and we adopted this guidance in the first quarter of 2016. This guidance did not have a significant impact on our consolidated financial statements.


13




Leases. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The FASB requires the recognition of lease assets and lease liabilities on the statement of financial condition. The guidance is effective for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact this new guidance will have on our consolidated financial statements.


Share-Based Payments to Employees. In March 2016, the FASB issued new guidance to simplify and improve accounting for share-based payments. The amendments include income tax consequences, the accounting for forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2016. We are currently evaluating the impact this new guidance will have on our consolidated financial statements.


Financial Instruments-Credit Losses. In June 2016, the FASB issued new guidance for estimating credit losses on certain types of financial instruments by introducing an approach based on expected losses. The guidance is effective for annual and interim periods beginning after December 15, 2019. We are currently evaluating the impact this new guidance will have on our consolidated financial statements.


Cash Flow Classifications. In August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact this new guidance will have on our consolidated financial statements.




14



Note 3.  Fair Value Disclosures


The following is a summary of our financial instruments and trading liabilities that are accounted for at fair value on a recurring basis, excluding Investments at fair value based on net asset value ("NAV") of $29.5 million and $36.7 million , respectively, by level within the fair value hierarchy at September 30, 2016 and December 31, 2015 (in thousands):

September 30, 2016

Level 1 (1)

Level 2 (1)

Level 3

Counterparty

and

Cash

Collateral

Netting (2)

Total

Assets:

Trading assets, at fair value:

Corporate equity securities

$

2,837,849


$

111,068


$

22,195


$

-


$

2,971,112


Corporate debt securities

-


2,494,303


35,007


-


2,529,310


CDOs and CLOs

-


99,794


44,070


-


143,864


U.S. government and federal agency securities

3,029,251


114,601


-


-


3,143,852


Municipal securities

-


550,210


27,257


-


577,467


Sovereign obligations

904,592


1,130,443


-


-


2,035,035


Residential mortgage-backed securities

-


1,331,959


46,881


-


1,378,840


Commercial mortgage-backed securities

-


320,912


24,593


-


345,505


Other asset-backed securities

-


116,388


61,112


-


177,500


Loans and other receivables

-


1,323,092


78,457


-


1,401,549


Derivatives

3,232


6,230,482


9,560


(5,887,874

)

355,400


Investments at fair value

-


-


300,909


-


300,909


Investment in FXCM

-


-


207,400


-


207,400


Total trading assets, excluding Investments at fair value based on NAV

$

6,774,924



$

13,823,252



$

857,441



$

(5,887,874

)


$

15,567,743


Available for sale securities:






Corporate equity securities

$

77,372


$

-


$

-


$

-


$

77,372


Corporate debt securities

-


1,519


-


-


1,519


U.S. government securities

226,093


-


-


-


226,093


Residential mortgage-backed securities

-


21,868


-


-


21,868


Commercial mortgage-backed securities

-


4,687


-


-


4,687


Other asset-backed securities

-


19,127


-


-


19,127


Total available for sale securities

$

303,465



$

47,201



$

-



$

-



$

350,666


Cash and cash equivalents

$

3,278,975


$

-


$

-


$

-


$

3,278,975


Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations (3)

$

1,026,865


$

-


$

-


$

-


$

1,026,865


Liabilities:






Trading liabilities:






Corporate equity securities

$

1,718,634


$

58,834


$

38


$

-


$

1,777,506


Corporate debt securities

-


1,704,627


523


-


1,705,150


U.S. government and federal agency securities

1,213,672


-


-


-


1,213,672


Sovereign obligations

940,451


1,432,580


-


-


2,373,031


Loans

-


538,180


848


-


539,028


Derivatives

373


6,339,818


20,607


(5,970,029

)

390,769


Total trading liabilities

$

3,873,130



$

10,074,039



$

22,016



$

(5,970,029

)


$

7,999,156


Other secured financings

$

-


$

53,318


$

268


$

-


$

53,586


Long-term debt:

Structured notes

$

-


$

204,422


$

-


$

-


$

204,422



15



December 31, 2015

Level 1 (1)

Level 2 (1)

Level 3

Counterparty

and

Cash

Collateral

Netting (2)

Total

Assets:

Trading assets, at fair value:

Corporate equity securities

$

2,803,243


$

133,732


$

40,906


$

-


$

2,977,881


Corporate debt securities

-


2,867,165


25,876


-


2,893,041


CDOs and CLOs

-


89,144


85,092


-


174,236


U.S. government and federal agency securities

2,555,018


90,633


-


-


2,645,651


Municipal securities

-


487,141


-


-


487,141


Sovereign obligations

1,251,366


1,407,955


120


-


2,659,441


Residential mortgage-backed securities

-


2,731,070


70,263


-


2,801,333


Commercial mortgage-backed securities

-


1,014,913


14,326


-


1,029,239


Other asset-backed securities

-


118,629


42,925


-


161,554


Loans and other receivables

-


1,123,044


189,289


-


1,312,333


Derivatives

2,253


4,406,207


19,785


(4,165,446

)

262,799


Investments at fair value

-


26,224


199,794


-


226,018


Investment in FXCM

-


-


625,689


-


625,689


Total trading assets, excluding Investments at fair value based on NAV

$

6,611,880



$

14,495,857



$

1,314,065



$

(4,165,446

)


$

18,256,356


Available for sale securities:






Corporate equity securities

$

73,579


$

-


$

-


$

-


$

73,579


Corporate debt securities

-


4,744


-


-


4,744


U.S. government securities

63,945


-


-


-


63,945


Residential mortgage-backed securities

-


23,240


-


-


23,240


Commercial mortgage-backed securities

-


2,374


-


-


2,374


Other asset-backed securities

-


39,473


-


-


39,473


Total available for sale securities

$

137,524



$

69,831



$

-



$

-



$

207,355


Cash and cash equivalents

$

3,638,648


$

-


$

-


$

-


$

3,638,648


Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations

$

751,084


$

-


$

-


$

-


$

751,084


Liabilities:






Trading liabilities:






Corporate equity securities

$

1,428,048


$

36,518


$

38


$

-


$

1,464,604


Corporate debt securities

-


1,556,941


-


-


1,556,941


U.S. government and federal agency securities (4)

1,488,121


-


-


-


1,488,121


Sovereign obligations (4)

837,614


505,382


-


-


1,342,996


Residential mortgage-backed securities (4)

-


117


-


-


117


Loans

-


758,939


10,469


-


769,408


Derivatives

364


4,456,334


19,543


(4,257,998

)

218,243


Total trading liabilities

$

3,754,147



$

7,314,231



$

30,050



$

(4,257,998

)


$

6,840,430


Other secured financings (5)

$

-


$

67,801


$

544


$

-


$

68,345



(1)

There were no material transfers between Level 1 and Level 2 during the nine months ended September 30, 2016 and during the year ended December 31, 2015 .

(2)

Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.

(3)

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 $99.9 million at September 30, 2016 .

(4)

There was an immaterial revision in the row labeling in our Annual Report on Form 10-K, for the year ended December 31, 2015 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2016 and June 30, 2016. We have revised the labels to "U.S. government and federal agency securities" (originally reported as "Collateralized debt obligations"), "Sovereign obligations" (originally reported as "U.S. government and federal agency securities") and "Residential mortgage-backed securities" (originally reported as "Sovereign obligations").


16



(5)

Level 2 liabilities include $67.8 million of other secured financings that were previously not disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015 .


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.

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 for 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/EBITDA, price/book value), discounted cash flow analyses and transaction prices observed for 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 categorized within Level 2 or Level 3 of the fair value hierarchy and are measured using 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


Corporate Bonds:   Corporate bonds are measured primarily using pricing data from external pricing services and broker quotations, where available, prices observed for 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.  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.  Corporate bonds measured using alternative valuation techniques are categorized within Level 3 of the fair value hierarchy and are a limited portion of our 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 for recently executed market transactions of comparable size.  Where pricing data is less observable, valuations are categorized within Level 3 and are based on pending transactions involving the issuer or comparable issuers, prices implied from an issuer's subsequent financings or recapitalizations, models incorporating financial ratios and projected cash flows of the issuer and market prices for comparable issuers.


CDOs and CLOs


CDOs and CLOs are measured based on prices observed for 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.


17



U.S. Government and Federal Agency Securities


U.S. Treasury Securities:   U.S. Treasury securities are measured based on quoted market prices and categorized within Level 1 of the fair value hierarchy.

U.S. Agency Issued Debt Securities:   Callable and non-callable U.S. agency issued 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 and are generally categorized within Level 2 of the fair value hierarchy.


Sovereign Obligations


Foreign 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.  To the extent external price quotations are not available or recent transactions have not been observed, valuation techniques incorporating interest rate yield curves and country spreads for bonds of similar issuers, seniority and maturity are used to determine fair value of sovereign bonds or obligations. Foreign sovereign government obligations are classified in Level 1, Level 2 or Level 3 of the fair value hierarchy, primarily based on the country of issuance.


Residential Mortgage-Backed Securities


Agency Residential Mortgage-Backed Securities:   Agency residential mortgage-backed securities include mortgage pass-through securities (fixed and adjustable rate), collateralized mortgage obligations and interest-only and principal-only securities and are generally measured using market price quotations from external pricing services and categorized within Level 2 of the fair value hierarchy.

Agency Residential Interest-Only and Inverse Interest-Only Securities ("Agency Inverse IOs"):   The fair value of Agency Inverse IOs is estimated using expected future cash flow techniques that incorporate prepayment models and other prepayment assumptions to amortize the underlying mortgage loan collateral.  We use prices observed for recently executed transactions to develop market-clearing spread and yield curve assumptions.  Valuation inputs with regard to the underlying collateral incorporate weighted average coupon, loan-to-value, credit scores, geographic location, maximum and average loan size, originator, servicer, and weighted average loan age.  Agency Inverse IOs are categorized within Level 2 of the fair value hierarchy. We also use vendor data in developing our assumptions, as appropriate.

Non-Agency Residential Mortgage-Backed Securities:   Fair values are 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.


Commercial Mortgage-Backed Securities


Agency Commercial Mortgage-Backed Securities:   Government National Mortgage Association ("GNMA") project loans are measured based on inputs corroborated from and benchmarked to observed prices of recent securitization transactions of similar securities with adjustments incorporating an evaluation for various factors, including prepayment speeds, default rates, and cash flow structures as well as the likelihood of pricing levels in the current market environment. Federal National Mortgage Association ("FNMA") Delegated Underwriting and Servicing ("DUS") mortgage-backed securities are generally measured by using prices observed for 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 Commercial Mortgage-Backed Securities:   Non-agency commercial mortgage-backed securities are measured using pricing data obtained from external pricing services and prices observed for recently executed market transactions and are categorized within Level 2 and Level 3 of the fair value hierarchy.



18



Other Asset-Backed Securities


Other asset-backed securities 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 and Level 3 of the fair value hierarchy.  Valuations are primarily determined using pricing data obtained from external pricing services and broker quotes and prices observed for recently executed market transactions.


Loans and Other Receivables


Corporate Loans:   Corporate loans categorized within Level 2 of the fair value hierarchy are measured based on market price quotations where market price quotations from external pricing services 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, market prices for debt securities of the same creditor, and estimates of future cash flow 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. 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 of assets with similar underlying loan collateral to derive an implied spread. Securitization prices are adjusted to estimate the fair value of the loans incorporating an evaluation for various factors, including prepayment speeds, default rates, and cash flow structures as well as the likelihood of pricing levels in the current market environment. 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 incorporating additional 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 Trade Claim Receivables:   Escrow and trade 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 trade claim receivables are categorized within Level 2 of the fair value hierarchy where fair value is based on recent trade activity in the same security.


Derivatives


Listed Derivative Contracts:   Listed derivative contracts that are actively traded are measured based on quoted exchange prices, which are generally obtained from external pricing services, and are categorized within Level 1 of the fair value hierarchy.  Listed derivatives for which there is limited trading activity are measured based on incorporating the closing auction price of the underlying equity security, use similar valuation approaches as those applied to over-the-counter derivative contracts and are categorized within Level 2 of the fair value hierarchy.

OTC Derivative Contracts:   Over-the-counter ("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 period transaction.  Inputs to valuation models are appropriately calibrated to 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.


OTC options include OTC equity, foreign exchange, interest rate and commodity options measured using various valuation models, such as the Black-Scholes, with key inputs impacting the valuation including the underlying security, foreign exchange spot rate or 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.  Credit default swaps include both index and single-name credit default swaps.  External prices are available as inputs in measuring index credit default swaps and single-name credit default swaps.  For commodity and equity total return swaps, market prices are observable for the underlying asset


19



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.

National Beef Derivatives: National Beef uses futures contracts in order to reduce its exposure associated with entering into firm commitments to purchase live cattle at prices determined prior to the delivery of the cattle as well as firm commitments to sell certain beef products at sales prices determined prior to shipment. The futures contracts and their related firm purchase commitments are accounted for at fair value, which are classified as Level 1 or Level 2 within the fair value hierarchy. Certain firm commitments for live cattle purchases and all firm commitments for sales are treated as normal purchases and sales and therefore not marked to market. Fair values classified as Level 1 are calculated based on the quoted market prices of identical assets or liabilities compared to National Beef's cost of those same assets or liabilities. Fair values classified as Level 2 are calculated based on the difference between the contracted price for live cattle and the relevant quoted market price for live cattle futures.


Oil Futures Derivatives: Vitesse Energy uses swaps and call and put options in order to reduce exposure to future oil price fluctuations. Vitesse Energy accounts for the derivative instruments at fair value, which are classified as Level 2 within the fair value hierarchy. Fair values classified as Level 2 are determined under the income valuation technique using an option-pricing model that is based on directly or indirectly observable inputs.


Investments at Fair Value


Investments at fair value included in Trading assets on the Consolidated Statements of Financial Condition 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 analysis 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.  Additionally, investments at fair value include investments in insurance contracts relating to Jefferies defined benefit plan in Germany.  Fair value for the insurance contracts is determined using a third party and is categorized within Level 3 of the fair value hierarchy. 


Investment in FXCM


In January 2015, we entered into a credit agreement with FXCM, and provided FXCM a $300 million senior secured term loan due January 2017, with rights to a variable proportion of certain distributions in connection with an FXCM sale of assets or certain other events, and to require a sale of FXCM beginning in January 2018.  FXCM is an online provider of foreign exchange trading services.  The loan had an initial interest rate of 10% per annum, increasing by 1.5% per annum each quarter, not to exceed 20.5% per annum.  The variable proportion of distributions was as follows: 100% until amounts due under the loan are repaid; 50% of the next $350 million ; then 90% of the next $500 million (this was an amount initially set at a range between $500 million to $680 million and based on payments made by FXCM to us through April 16, 2015, this amount became $500 million ); and 60% of all amounts thereafter.  During the nine months ended September 30, 2016 , we received $25.5 million of principal and interest from FXCM and $192.5 million remained outstanding under the term loan as of September 30, 2016 .  As of November 2, 2016, we have received an additional $38.0 million , and $154.5 million remained outstanding under the term loan. Through the first quarter of 2016 interest accrued at 16.0% per annum; in the second quarter of 2016 interest accrued at 17.5% per annum; in the third quarter of 2016 interest accrued at 19.0% per annum; and in the fourth quarter of 2016 interest will accrue at 20.5% per annum.


At December 31, 2015, we viewed the FXCM loan and associated rights as one integrated transaction; since the rights, as derivatives, were accounted for at fair value, we had elected the fair value option for the loan.  At December 31, 2015, the total amount of our investment in FXCM was reported within Trading assets, at fair value in our Consolidated Statements of Financial Condition, and unrealized and realized changes in value, including the component related to interest income on the loan, were included within Principal transactions in the Consolidated Statements of Operations.  We recorded in Principal transactions an aggregate $42.8 million and $(58.3) million during the three and nine months ended September 30, 2016 , respectively, and $(113.2) million and $461.3 million during the three and nine months ended September 30, 2015 , respectively, of unrealized and realized gains (losses), interest income and fees relating to our investment in FXCM. 


On September 1, 2016 we, FXCM Inc. and FXCM Holdings entered into an agreement that amended the terms of our loan and associated rights. Among other changes, the amendments extended the maturity of the term loan by one year to January 2018 to allow FXCM more time to optimize remaining asset sales; gave Leucadia a 49.9% common membership interest in FXCM; created an eight -member board for FXCM, comprised of three directors appointed by Leucadia, three directors appointed by FXCM Holdings, and two independent directors; put in place a long-term incentive program for FXCM's senior management; entered into a management agreement pursuant to which FXCM Holdings will manage the assets and day-to-day operations of FXCM and its subsidiaries; and gave FXCM Holdings the same right Leucadia has to require a sale of FXCM beginning in January 2018.


20



Distributions to Leucadia under the amended agreements are now: 100% until amounts due under the loan are repaid; 45% of the next $350 million ; then 79.2% of the next $500 million ; and 51.6% of all amounts thereafter.


Through the amendments on September 1, 2016, our derivative rights were settled for a 49.9% common membership interest in FXCM. We gained the ability to significantly influence FXCM through our common membership interest and our seats on the board of directors. As a result, we classify our equity investment in FXCM in our September 30, 2016 Consolidated Statement of Financial Condition as Loans to and investments in associated companies. We account for our equity interest on a one month lag. As the amendments only extended the maturity of the term loan, we continue to use the fair value option and classify our term loan within Trading assets, at fair value.


FXCM is considered a variable interest entity ("VIE") and our term loan and equity ownership are variable interests.  We have determined that we are not the primary beneficiary of FXCM because we do not have the power to direct the activities that most significantly impact FXCM's performance.  Therefore, we do not consolidate FXCM and we account for our equity interest as an investment in an associated company.


Our maximum exposure to loss as a result of our involvement with FXCM is limited to the carrying value of our investment ( $541.9 million at September 30, 2016 ).


We engaged an independent valuation firm to assist management in estimating the fair value of our loan to FXCM.  Our estimate of fair value was determined using valuation models with inputs including management's assumptions concerning the amount and timing of expected cash flows; the loan's implied credit rating and effective yield.  Because of these inputs and the degree of judgment involved, we have categorized our term loan in Level 3. We also engaged an independent valuation firm to assist management in estimating the fair value of our equity interest in FXCM on September 1, 2016. Our estimate of fair value was determined using valuation models with inputs including management's assumptions concerning the implied total equity value, based primarily on the publicly traded FXCM Inc. stock price; volatility; risk-free rate; and term.


Investments at Fair Value Based on NAV and Investments in Managed Funds


Investments at fair value based on NAV and Investments in managed funds include investments in hedge funds, fund of funds, private equity funds, convertible bond funds and other funds, which are measured at the NAV of the funds, provided by the fund managers and are excluded from the fair value hierarchy. The following tables present information about our investments in entities that have the characteristics of an investment company and are measured based on NAV (in thousands).

Fair Value (1)

Unfunded

Commitments

Redemption

Frequency

(if currently eligible)

September 30, 2016

Equity Long/Short Hedge Funds (2)

$

411,474


$

-


(2)

Fixed Income and High Yield Hedge Funds (3)

807


-


-

Fund of Funds (4)

226


-


-

Equity Funds (5)

41,716


20,295


-

Multi-asset Funds (6)

132,248


-


Monthly, Quarterly

Total

$

586,471



$

20,295


December 31, 2015 (7)



Equity Long/Short Hedge Funds (2)

$

430,207


$

-


(2)

Fixed Income and High Yield Hedge Funds (3)

1,703


-


-

Fund of Funds (4)

287


94


-

Equity Funds (5)

42,111


20,791


-

Multi-asset Funds (6)

165,821


-


Monthly, Quarterly

Convertible Bond Funds (8)

326


-


At Will

Total

$

640,455



$

20,885


(1)

Where fair value is calculated based on NAV, fair value has been derived from each of the funds' capital statements.


21



(2)

This category includes investments in hedge funds that invest, long and short, in primarily equity securities in domestic and international markets in both the public and private sectors.  At September 30, 2016 and December 31, 2015 , investments with a fair value of $73.9 million and $54.7 million are redeemable with 30 to 90 days prior written notice. At September 30, 2016 and December 31, 2015 , this category also includes investments in funds with broad industry and geographic diversification.  Investment in these funds are subject to a lock-up until August 15, 2019, subject to certain release events and other withdrawal rights.  Following this date, investments can be redeemed as of any calendar quarter-end with no less than 45 calendar days' notice, subject to certain limitations.  At September 30, 2016 and December 31, 2015 , our investments in these funds had an aggregate fair value of $336.8 million and $375.5 million , respectively.

(3)

This category includes investments in funds that invest in loans secured by a first trust deed on property, domestic and international public high yield debt, private high yield investments, senior bank loans, public leveraged equities, distressed debt, and private equity investments.  There are no redemption provisions.  At December 31, 2015 , the underlying assets of 8% of these funds are being liquidated and we are unable to estimate when the underlying assets will be fully liquidated.

(4)

This category includes investments in fund of funds that invest in various private equity funds.  At September 30, 2016 and December 31, 2015 , approximately 98% and 95% , respectively, of the fair value of investments in this category is managed by us and has no redemption provisions.  The investments in this category are gradually being liquidated or we have requested redemption, however, we are unable to estimate when these funds will be received.

(5)

At September 30, 2016 and December 31, 2015 , approximately 99% and 100% , respectively, of the fair value of 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, internet service 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 expected to liquidate in one to eight years. 

(6)

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 September 30, 2016 and December 31, 2015 , investments representing approximately 12% and 32% , respectively, of the fair value of investments in this category are redeemable with 30 to 90 days prior written notice.

(7)

Certain prior period amounts have been recast to conform to the current year's presentation due to the presentation of multi-asset funds. Previously, these investments had been classified within equity long/short hedge funds.

(8)

Investment in the Jefferies Umbrella Fund, an open-ended investment company managed by Jefferies that invested primarily in convertible bonds.  The underlying assets were fully liquidated during the nine months ended September 30, 2016 .


Other Secured Financings


Other secured financings that are accounted for at fair value include notes issued by consolidated VIEs, which are classified as Level 2 or Level 3 within the fair value hierarchy.  Fair value is based on recent transaction prices for similar assets. 


Long-term Debt - Structured Notes


Long-term debt includes variable rate and fixed to floating rate structured notes that contain various interest rate payment terms and are generally measured using valuation models for the derivative and debt portions of the notes. These models incorporate market price quotations from external pricing sources referencing the appropriate interest rate curves and are generally categorized within Level 2 of the fair value hierarchy. The impact of Jefferies credit spreads is also included based on observed secondary bond market spreads and asset-swap spreads.


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 three months ended September 30, 2016 (in thousands):


22



Three Months Ended September 30, 2016

Balance, June 30, 2016

Total gains (losses)

(realized and unrealized) (1)

Purchases

Sales

Settlements

Issuances

Net transfers

into (out of)

Level 3

Balance, September 30, 2016

Changes in

unrealized gains (losses) relating to instruments still held at

September 30,

2016 (1)

Assets:

Trading assets:

Corporate equity securities

$

48,816


$

(6,492

)

$

291


$

(49

)

$

-


$

-


$

(20,371

)

$

22,195


$

(892

)

Corporate debt securities

24,113


(145

)

10,696


(5,046

)

-


-


5,389


35,007


405


CDOs and CLOs

52,710


(4,067

)

4,205


(5,203

)

-


-


(3,575

)

44,070


(4,606

)

Municipal securities

-


(7,074

)

-


-


-


-


34,331


27,257


(7,074

)

Sovereign obligations

120


5


-


(125

)

-


-


-


-


-


Residential mortgage-backed securities

63,308


(2,343

)

1,884


(10,874

)

(463

)

-


(4,631

)

46,881


(183

)

Commercial mortgage-backed securities

24,983


(1,531

)

-


-


-


-


1,141


24,593


(236

)

Other asset-backed securities

43,033


(2,247

)

3,416


(2,727

)

(1,429

)

-


21,066


61,112


(2,202

)

Loans and other receivables

104,399


(23,445

)

31,512


(10,140

)

(16,804

)

-


(7,065

)

78,457


(16,044

)

Investments at fair value

273,271


(599

)

-


(485

)

(278

)

-


29,000


300,909


(746

)

Investment in FXCM (2)

508,400


42,721


-


-


(343,721

)

-


-


207,400


(2,000

)

Liabilities:










Trading liabilities:










Corporate equity securities

$

-


$

-


$

-


$

-


$

-


$

-


$

38


$

38


$

-


Corporate debt securities

-


(27

)

-


550


-


-


-


523


-


Net derivatives (3)

4,424


(4,736

)

-


11,101


32


601


(375

)

11,047


(1,589

)

Loans

1,896


(402

)

-


170


-


-


(816

)

848


(400

)

Other secured financings

468


(200

)

-


-


-


-


-


268


200



(1)

Realized and unrealized gains (losses) are reported in Principal transactions in the Consolidated Statements of Operations.

(2)

Includes $334.5 million related to the settlement of our participation rights for equity ownership in FXCM on September 1, 2016. We classify the equity ownership as a Loan to and investment in associated company at September 30, 2016.

(3)

Net derivatives represent Trading assets - Derivatives and Trading liabilities - Derivatives.


Analysis of Level 3 Assets and Liabilities for the three months ended September 30, 2016


During the three months ended September 30, 2016 , transfers of assets of $147.0 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:

Other asset-backed securities of $27.3 million , CDOs and CLOs of $23.7 million and residential mortgage-backed securities of $13.7 million , for which no recent trade activity was observed for purposes of determining observable inputs;

Municipal securities of $34.3 million and investments at fair value of $29.0 million due to a lack of observable market transactions.


During the three months ended September 30, 2016 , transfers of assets of $91.8 million from Level 3 to Level 2 are primarily attributed to:

CDOs and CLOs of $27.3 million and residential mortgage-backed securities of $18.3 million for which market trades were observed in the period for either identical or similar securities.

Corporate equity securities of $20.5 million due to an increase in observable market transactions;

Loans and other receivables of $15.8 million due to a greater number of contributors for certain vendor quotes to support classification within Level 2.


Net losses on Level 3 assets were $5.2 million and net gains on Level 3 liabilities were $5.4 million for the three months ended September 30, 2016 .  Net losses on Level 3 assets were primarily due to decreased valuations of loans and other receivables, municipal securities, corporate equity securities, CDOs and CLOs, residential mortgage-backed securities, other asset-backed securities and commercial mortgage-backed securities partially offset by increased valuations of our investment in FXCM. Net gains on Level 3 liabilities were primarily due to decreased valuations of certain derivative liabilities


23



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 nine months ended September 30, 2016 (in thousands):

Nine Months Ended September 30, 2016

Balance, December 31, 2015

Total gains (losses)

(realized and unrealized) (1)

Purchases

Sales

Settlements

Issuances

Net transfers

into (out of)

Level 3

Balance at September 30, 2016

Changes in

unrealized gains (losses) relating to instruments still held at

September 30,

2016 (1)

Assets:

Trading assets:

Corporate equity securities

$

40,906


$

(8,388

)

$

5,225


$

(49

)

$

-


$

-


$

(15,499

)

$

22,195


$

(727

)

Corporate debt securities

25,876


5,239


29,629


(20,331

)

-


-


(5,406

)

35,007


1,456


CDOs and CLOs

85,092


(24,356

)

61,707


(69,397

)

(605

)

-


(8,371

)

44,070


(13,196

)

Municipal securities

-


(1,462

)

-


-


-


-


28,719


27,257


(1,462

)

Sovereign obligations

120


5


-


(125

)

-


-


-


-


-


Residential mortgage-backed securities

70,263


(7,243

)

1,948


(13,203

)

(1,078

)

-


(3,806

)

46,881


228


Commercial mortgage-backed securities

14,326


(4,606

)

1,256


(2,023

)

-


-


15,640


24,593


(3,337

)

Other asset-backed securities

42,925


(2,420

)

66,503


(60,525

)

(6,678

)

-


21,307


61,112


(9,993

)

Loans and other receivables

189,289


(30,843

)

305,920


(206,587

)

(163,913

)

-


(15,409

)

78,457


(27,714

)

Investments at fair value

199,794


46,644


29,727


(485

)

(834

)

-


26,063


300,909


53,711


Investment in FXCM (2)

625,689


(58,335

)

-


-


(359,954

)

-


-


207,400


3,852


Liabilities:










Trading liabilities:










Corporate equity securities

$

38


$

-


$

-


$

-


$

-


$

-


$

-


$

38


$

-


Corporate debt securities

-


(27

)

-


550


-


-


-


523


-


Net derivatives (3)

(242

)

3,104


-


11,101


(14

)

1,606


(4,508

)

11,047


(5,745

)

Loans

10,469


7


-


681


(213

)

-


(10,096

)

848


45


Other secured financings

544


(276

)

-


-


-


-


-


268


276



(1)

Realized and unrealized gains (losses) are reported in Principal transactions in the Consolidated Statements of Operations.

(2)

Includes $334.5 million related to the settlement of our participation rights for equity ownership in FXCM on September 1, 2016. We classify the equity ownership as a Loan to and investment in associated company at September 30, 2016.

(3)

Net derivatives represent Trading assets - Derivatives and Trading liabilities - Derivatives.


Analysis of Level 3 Assets and Liabilities for the nine months ended September 30, 2016


During the nine months ended September 30, 2016 , transfers of assets of $157.8 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:

CDOs and CLOs of $16.9 million , other asset-backed securities of $38.5 million and residential mortgage-backed securities of $21.7 million and commercial mortgage-backed securities of $17.2 million , for which no recent trade activity was observed for purposes of determining observable inputs;

Municipal securities of $28.7 million and investments at fair value of $26.1 million due to a lack of observable market transactions;


During the nine months ended September 30, 2016 , transfers of assets of $114.5 million from Level 3 to Level 2 are primarily attributed to:

CDOs and CLOs of $25.3 million , residential mortgage-backed securities of $25.5 million and other asset-backed securities of $17.0 million , for which market trades were observed in the period for either identical or similar securities;

Loans and other receivables of $19.8 million due to a greater number of contributors for certain vendor quotes supporting classification into Level 2;

Corporate equity securities of $19.2 million due to an increase in observable market transactions.


During the nine months ended September 30, 2016 , there were $10.2 million transfers of loan liabilities from Level 3 to Level 2 due to an increase in observable inputs in the valuation.


Net losses on Level 3 assets were $85.8 million and net losses on Level 3 liabilities were $2.8 million for the nine months ended September 30, 2016 .  Net losses on Level 3 assets were primarily due to decreased valuations of our investment in FXCM and


24



decreased valuations of loans and other receivables, CDOs and CLOs, corporate equity securities, residential mortgage-backed securities and municipal securities partially offset by increased valuations of investments at fair value. Net losses on Level 3 liabilities were primarily due to increased valuations of certain derivative instruments.

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 three months ended September 30, 2015 (in thousands):

Three Months Ended September 30, 2015

Balance, June 30, 2015

Total gains (losses)

(realized and unrealized) (1)

Purchases

Sales

Settlements

Issuances

Net transfers

into (out of)

Level 3

Balance, September 30, 2015

Changes in

unrealized gains (losses) relating to instruments still held at

September 30,

2015 (1)

Assets:

Trading assets:

Corporate equity securities

$

20,547


$

3,901


$

21,162


$

(5,173

)

$

-


$

-


$

(1,935

)

$

38,502


$

3,803


Corporate debt securities

31,917


(5,276

)

10,395


(17,197

)

(1

)

-


4,493


24,331


(5,544

)

CDOs and CLOs

89,007


(12,560

)

14,961


-


(13,230

)

-


2,872


81,050


(12,561

)

Residential mortgage-backed securities

88,695


(3,009

)

10,034


(8,424

)

(195

)

-


(679

)

86,422


655


Commercial mortgage-backed securities

17,862


(510

)

-


(680

)

-


-


(1,525

)

15,147


(545

)

Other asset-backed securities

11,857


870


21,913


-


(1,167

)

-


(877

)

32,596


813


Loans and other receivables

108,756


(2,111

)

31,269


(603

)

(42,529

)

-


617


95,399


(6,182

)

Investments at fair value

154,862


82,943


-


(3,000

)

(277

)

-


(21,010

)

213,518


27,623


Investment in FXCM

759,000


(113,193

)

-


-


(32,807

)

-


-


613,000


(113,193

)

Liabilities:










Trading liabilities:










Corporate equity securities

$

38


$

-


$

-


$

-


$

-


$

-


$

(38

)

$

-


$

-


Corporate debt securities

452


(226

)

-


-


-


-


-


226


226


Net derivatives (2)

(1,586

)

(1,020

)

(1,432

)

11,618


24


416


(857

)

7,163


551


Loans

10,732


109


(3,012

)

-


-


-


2,542


10,371


(110

)

Other secured financings

56,060


-


-


-


(3,914

)

-


(51,572

)

574


-


(1)

Realized and unrealized gains (losses) are reported in Principal transactions in the Consolidated Statements of Operations.

(2)

Net derivatives represent Trading assets - Derivatives and Trading liabilities - Derivatives.


Analysis of Level 3 Assets and Liabilities for the three months ended September 30, 2015


During the three months ended September 30, 2015 , transfers of assets of $73.4 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:

CDOs and CLOs of $42.8 million , non-agency residential mortgage-backed securities of $17.8 million and commercial mortgage-backed securities of $3.7 million for which no recent trade activity was observed for purposes of determining observable inputs;

Loans and other receivables of $4.1 million due to a lower number of contributors comprising vendor quotes to support classification within Level 2;

Corporate debt securities of $5.0 million due to a lack of observable market transactions.


During the three months ended September 30, 2015 , transfers of assets of $91.4 million from Level 3 to Level 2 are primarily attributed to:

Non-agency residential mortgage-backed securities of $18.5 million and commercial mortgage-backed securities of $5.2 million for which market trades were observed in the period for either identical or similar securities;

CDOs and CLOs of $39.9 million due to a greater number of contributors for certain vendor quotes supporting classification into Level 2;

Investments at fair value of $21.0 million due to an increase in observable market transactions;

Loans and other receivables of $3.5 million due to a greater number of contributors for certain vendor quotes supporting classification into Level 2;

Corporate equity securities of $1.9 million due to an increase in observable market transactions.



25



During the three months ended September 30, 2015 , there were transfers of $51.6 million of other secured financings from Level 3 to Level 2 due to an increase in observable inputs in the valuation and transfers of $2.5 million of loan liabilities from Level 2 to Level 3 due to a decrease in observable inputs in the valuation.

Net losses on Level 3 assets were $48.9 million and net gains on Level 3 liabilities were $1.1 million for the three months ended September 30, 2015 .  Net losses on Level 3 assets were primarily due to decreased valuations of our investment in FXCM and decreased valuations of CDOs and CLOs, corporate debt securities, residential mortgage-backed securities and loans and other receivables, partially offset by increased valuations of certain corporate equity securities and investments at fair value.  Net gains on Level 3 liabilities were primarily due to decreased valuations of certain derivative instruments.

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 nine months ended September 30, 2015 (in thousands):

Nine Months Ended September 30, 2015

Balance, December 31, 2014

Total gains (losses)

(realized and unrealized) (1)

Purchases

Sales

Settlements

Issuances

Net transfers

into (out of)

Level 3

Balance, September 30, 2015

Changes in

unrealized gains (losses) relating to instruments still held at

September 30,

2015 (1)

Assets:

Trading assets:

Corporate equity securities

$

20,964


$

10,247


$

22,631


$

(5,176

)

$

-


$

-


$

(10,164

)

$

38,502


$

10,210


Corporate debt securities

22,766


(5,425

)

83,613


(88,711

)

(1

)

-


12,089


24,331


(5,797

)

CDOs and CLOs

124,650


(28,999

)

63,038


(47,570

)

(20,481

)

-


(9,588

)

81,050


(22,654

)

Residential mortgage-backed securities

82,557


(6,776

)

30,865


(25,222

)

(358

)

-


5,356


86,422


(2,507

)

Commercial mortgage-backed securities

26,655


(2,053

)

3,366


(9,973

)

(6,981

)

-


4,133


15,147


(1,851

)

Other asset-backed securities

2,294


666


69,892


(40,000

)

(1,438

)

-


1,182


32,596


607


Loans and other receivables

97,258


(7,331

)

115,370


(40,978

)

(82,100

)

-


13,180


95,399


(8,850

)

Investments at fair value

77,047


87,254


-


(427

)

(3,818

)

-


53,462


213,518


32,016


Investment in FXCM

-


461,341


279,000


-


(127,341

)

-


-


613,000


461,341


Liabilities:










Trading liabilities:










Corporate equity securities

$

38


$

-


$

-


$

-


$

-


$

-


$

(38

)

$

-


$

-


Corporate debt securities

223


(1

)

(6,677

)

6,804


-


-


(123

)

226


(226

)

Net derivatives (2)

(4,638

)

3,022


(4,527

)

11,340


(30

)

1,901


95


7,163


(5,211

)

Loans

14,450


(102

)

(3,487

)

-


-


-


(490

)

10,371


102


Other secured financings

30,825


-


-


-


(15,674

)

36,995


(51,572

)

574


-



(1)

Realized and unrealized gains (losses) are reported in Principal transactions in the Consolidated Statements of Operations.

(2)

Net derivatives represent Trading assets - Derivatives and Trading liabilities - Derivatives.


Analysis of Level 3 Assets and Liabilities for the nine months ended September 30, 2015


During the nine months ended September 30, 2015 , transfers of assets of $157.7 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:

CDOs and CLOs of $16.0 million , non-agency residential mortgage-backed securities of $21.3 million , commercial mortgage-backed securities of $9.8 million and other asset-backed securities of $1.4 million for which no recent trade activity was observed for purposes of determining observable inputs;

Loans and other receivables of $19.2 million due to a lower number of contributors comprising vendor quotes to support classification within Level 2;

Corporate debt securities of $12.2 million , corporate equity securities of $1.6 million and investments at fair value of $76.2 million due to lack of observable market transactions.


During the nine months ended September 30, 2015 , transfers of assets of $88.1 million from Level 3 to Level 2 are primarily attributed to:

Non-agency residential mortgage-backed securities of $15.9 million and commercial mortgage-backed securities of $5.6 million for which market trades were observed in the period for either identical or similar securities;


26



CDOs and CLOs of $25.6 million and loans and other receivables of $6.1 million due to a greater number of contributors for certain vendor quotes supporting classification into Level 2;

Investments at fair value of $22.7 million due to an increase in observable market transactions;

Corporate equity securities of $11.8 million due to an increase in observable market transactions.


During the nine months ended September 30, 2015 , there were transfers of other secured financings of $51.6 million from Level 3 to Level 2 due to an increase in observable inputs in the valuation.


Net gains on Level 3 assets were $508.9 million and net losses on Level 3 liabilities were $2.9 million for the nine months ended September 30, 2015 . Net gains on Level 3 assets were primarily due to increased valuations of our investment in FXCM and increases in valuations of certain investments at fair value and corporate equity securities, partially offset by decreased valuations of CDOs and CLOs, loans and other receivables, residential and commercial mortgage-backed securities and corporate debt securities.  Net losses on Level 3 liabilities were primarily due to increased valuations of certain derivatives.


Quantitative Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements


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 offered 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 ranges of inputs are 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 quarters 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.



27



September 30, 2016

Financial Instruments Owned

Fair Value

(in thousands)

Valuation

 Technique

Significant

Unobservable Input(s)

Input/Range

Weighted

Average

Corporate equity securities

$

22,195


Non-exchange traded securities


Market approach

EBITDA (a) multiple

5.1 to 16.3

12.1



Underlying stock price

$3 to $75

$

15.0


Comparable pricing

Discount factor

60%

-


Underlying stock price

$218

-


Present value

Average silver production (tons per day)

783

-


Corporate debt securities

$

35,007


Convertible bond model

Discount rate/yield

9%

-


Volatility

40%

-


Market approach

Price

$30 to $100

$

65.0


CDOs and CLOs

$

32,832


Discounted cash flows

Constant prepayment rate

0% to 20%

17

%


Constant default rate

2% to 7%

3

%


Loss severity

25% to 75%

40

%


Yield

3% to 35%

15

%

Municipal securities

$

27,257


Scenario analysis

Price

$4

-


Residential mortgage-backed securities

$

46,881


Discounted cash flows

Constant prepayment rate

0% to 25%

6

%


Constant default rate

2% to 50%

4

%


Loss severity

10% to 100%

55

%


Yield

3% to 9%

5

%

Commercial mortgage-backed securities

$

24,593


Discounted cash flows

Yield

6% to 12%

9

%


Cumulative loss rate

1% to 70%

25

%

Other asset-backed securities

$

61,112


Discounted cash flows

Constant prepayment rate

0% to 55%

24

%


Constant default rate

0% to 9%

6

%


Loss severity

0% to 100%

85

%


Yield

3% to 15%

12

%

Market approach

Price

$33,000,000 to $70,000,000

$

39,000,000


Loans and other receivables

$

52,216


Comparable pricing

Comparable loan price

$98

-



Market approach

Discount rate/yield

2% to 3%

3

%

EBITDA (a) multiple

3.6

-



Scenario analysis

Estimated recovery percentage

6% to 82%

44

%

Present value

Average silver production (tons per day)

783

-


Derivatives

$

9,560



Total return swaps

Comparable pricing

Comparable loan price

$100

-


 Credit default swaps


    Market approach

Credit spread

265 bps

-


Interest rate swaps

    Market approach

Credit spread

800 bps

-


Investments at fair value



Private equity securities

$

53,083


Market approach

Transaction level

$250

-


Discount rate

15% to 30%

23

%

Investment in FXCM



Term loan

$

207,400


Discounted cash flows

Term based on the pay off

0 months to .75 years

0.5 years

Trading Liabilities

Fair Value

(in thousands)

Valuation

 Technique

Significant

Unobservable Input(s)

Input/Range

Weighted

Average

Derivatives

$

20,607



Equity options

Option model

Volatility

45%

-


Default rate

    Default probability

0%

-


Unfunded commitments


Comparable pricing

Comparable loan price

$98

-


Market approach

Discount rate/yield

3% to 56%

54

%

Total return swaps

Comparable pricing

Comparable loan price

$100

-


Variable funding note swaps


Discounted cash flows

Constant prepayment rate

20%

-



Constant default rate

2%

-



Loss severity

25%

-



Yield

14%

-



28



December 31, 2015

Financial Instruments Owned

Fair Value

(in thousands)

Valuation

 Technique

Significant

Unobservable Input(s)

Input/Range

Weighted

Average

Corporate equity securities

$

20,285


Non-exchange traded securities


Market approach

EBITDA (a) multiple

4.4

-



Transaction level

$1

-


Underlying stock price

$5 to $102

$19.0

Corporate debt securities

$

20,257


Convertible bond model

Discount rate/yield

86%

-


Market approach

Transaction level

$59

-


CDOs and CLOs

$

49,923


Discounted cash flows

Constant prepayment rate

5% to 20%

13

%


Constant default rate

2% to 8%

2

%


Loss severity

25% to 90%

52

%


Yield

6% to 13%

10

%

Residential mortgage-backed securities

$

70,263


Discounted cash flows

Constant prepayment rate

0% to 50%

13

%


Constant default rate

1% to 9%

3

%


Loss severity

25% to 70%

39

%


Yield

1% to 9%

6

%

Commercial mortgage-backed securities

$

14,326


Discounted cash flows

Yield

7% to 30%

16

%


Cumulative loss rate

2% to 63%

23

%

Other asset-backed securities

$

21,463


Discounted cash flows

Constant prepayment rate

6% to 8%

7

%


Constant default rate

3% to 5%

4

%


Loss severity

55% to 75%

62

%


Yield

7% to 22%

18

%

Over-collateralization

Over-collateralization percentage

117% to 125%

118

%

Loans and other receivables

$

161,470


Comparable pricing

Comparable loan price

$99 to $100

$99.7


Market approach

Yield

2% to 17%

12

%


EBITDA (a) multiple

10.0

-



Scenario analysis

Estimated recovery percentage

6% to 100%

83

%

Derivatives

$

19,785



Commodity forwards


Market approach

Discount rate/yield

47%

-


Transaction level

$9,500,000

-


Unfunded commitment


Comparable pricing

Comparable loan price

$100

-


    Market approach

Credit spread

298 bps

-


Total return swap

Comparable pricing

Comparable loan price

$91.7 to $92.4

$92.1

Investments at fair value



Private equity securities

$

29,940


Market approach

Transaction level

$64

-


Enterprise value

$5,200,000

-


Discount rate

15% to 30%

23

%

Investment in FXCM



Term loan

$

203,700


Discounted cash flows

Term based on the pay off

0 months to 1.0 year

0.4 years

Rights

422,000


Option pricing model

Volatility

110%

-


$

625,700




Trading Liabilities

Fair Value

(in thousands)

Valuation

Technique

Significant

Unobservable Input(s)

Input/Range

Weighted

Average

Derivatives

$

19,543



Equity options


Option model

Volatility

45%

-


Default rate

    Default probability

0%

-


Unfunded commitments


Comparable pricing

Comparable loan price

$79 to $100

$82.6

Market approach

Discount rate/yield

3% to 10%

10

%

Discounted cash flows

Constant prepayment rate

20%

-


Constant default rate

2%

-


Loss severity

25%

-


Yield

11%

-


Total return swap

Comparable pricing

Comparable loan price

$91.7 to $92.4

$92.1

Loans

$

10,469


Comparable pricing

Comparable loan price

$100

-



(a)

Earnings before interest, taxes, depreciation and amortization ("EBITDA").



29



The fair values of certain Level 3 assets and liabilities that were determined based on third-party pricing information, unadjusted past transaction prices, reported net asset value or a percentage of the reported enterprise fair value are excluded from the above table.  At September 30, 2016 and December 31, 2015 , asset exclusions consisted of $285.3 million and $280.6 million , respectively, primarily comprised of investments at fair value, private equity securities, CDOs and CLOs, sovereign obligations and loans and other receivables.  At September 30, 2016 and December 31, 2015 , liability exclusions consisted of $1.7 million and $0.6 million , respectively, of other secured financings, loans and corporate debt and equity securities.


Sensitivity of Fair Values to Changes in Significant Unobservable Input s

For recurring fair value measurements categorized within Level 3 of the fair value hierarchy, the sensitivity of the fair value measurement to changes in significant unobservable inputs and interrelationships between those unobservable inputs (if any) are described below:

Loans and other receivables, unfunded commitments, corporate equity securities and total return swaps using comparable pricing valuation techniques. A significant increase (decrease) in the comparable loan and underlying stock price in isolation would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the discount factor would result in a significantly lower (higher) fair value measurement.

Corporate debt securities using a convertible bond model. A significant increase (decrease) in the bond discount rate/yield would result in a significantly lower (higher) fair value measurement. A significant increase (decrease) in volatility would result in a significantly higher (lower) fair value measurement.

Non-exchange traded securities, corporate debt securities, loans and other receivables, unfunded commitments, commodity forwards, credit default swaps, interest rate swaps, other asset-backed securities and private equity securities using a market approach valuation technique. A significant increase (decrease) in the EBITDA or other multiples in isolation would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the discount rate/yield of a corporate debt security, loan and other receivable or certain derivatives would result in a significantly lower (higher) fair value measurement. A significant increase (decrease) in the transaction level of a private equity security, non-exchange traded security or corporate debt security would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the enterprise value of a private equity security would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the underlying stock price of the non-exchange traded securities would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the credit spread of certain derivatives would result in a significantly (lower) higher fair value measurement. A significant increase (decrease) in the price of the corporate debt securities or other asset backed securities would result in a significantly higher (lower) fair value measurement.

Loans and other receivables and municipal securities using scenario analysis. A significant increase (decrease) in the possible recovery rates of the cash flow outcomes underlying the investment would result in a significantly higher (lower) fair value measurement for the financial instrument. A significant increase (decrease) in the price of the municipal securities would result in a significantly higher (lower) fair value measurement for the financial instrument.

CDOs and CLOs, residential and commercial mortgage-backed securities and other asset-backed securities, variable funding notes and unfunded commitments using a discounted cash flow valuation technique. A significant increase (decrease) in isolation in the constant default rate, and loss severities or cumulative loss rate would result in a significantly lower (higher) fair value measurement. The impact of changes in the constant prepayment rate would have differing impacts depending on the capital structure of the security. A significant increase (decrease) in the loan or bond yield would result in a significantly lower (higher) fair value measurement.

Certain other asset-backed securities using an over-collateralization model. A significant increase (decrease) in the over-collateralization percentage would result in a significantly higher (lower) fair value measurement.

Derivative equity options using an option model.  A significant increase (decrease) in volatility would result in a significantly higher (lower) fair value measurement.

Derivative equity options using a default rate model.  A significant increase (decrease) in default probability would result in a significantly higher (lower) fair value measurement.

Non-exchange traded securities and loans and other receivables using a present value model. A significant increase (decrease) in average silver production would result in higher (lower) fair value measurement.

Investment in FXCM using a discounted cash flow valuation technique and an option pricing model.  A significant increase (decrease) in term based on the time to pay off the loan would result in a higher (lower) fair value measurement.  A significant increase (decrease) in volatility or time to liquidity event would result in a significantly lower (higher) fair value measurement.


Fair Value Option Election

We have elected the fair value option for all loans and loan commitments made by Jefferies capital markets businesses.  These loans and loan commitments include loans entered into by Jefferies Investment Banking division in connection with client bridge financing and loan syndications, loans purchased by Jefferies leveraged credit trading desk as part of its bank loan trading activities


30



and mortgage and consumer loan commitments, purchases and fundings in connection with mortgage-backed securitization activities.  Loans and loan commitments originated or purchased by Jefferies leveraged credit and mortgage-backed businesses are managed on a fair value basis.  Loans are included in Trading assets and loan commitments are included in Trading liabilities.  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 within Loans to and investments in associated companies and are accounted for on an amortized cost basis.  Jefferies has also elected the fair value option for certain of its structured notes which are managed by Jefferies capital markets businesses and are included in Long-term debt on the Consolidated Statements of Financial Condition. Jefferies has elected the fair value option for certain financial instruments held by its subsidiaries as the investments are risk managed on a fair value basis.  The fair value option has also been elected for certain secured financings that arise in connection with Jefferies securitization activities and other structured financings.  Other secured financings, receivables from brokers, dealers and clearing organizations, receivables from customers of securities operations, payables to brokers, dealers and clearing organizations and payables to customers of securities operations, 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 Jefferies 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 long-term debt measured at fair value under the fair value option for the three and nine months ended September 30, 2016 and 2015 (in thousands):

For the Three Months Ended September 30,


For the Nine Months Ended September 30,

2016

2015

2016

2015

Financial Instruments Owned:

Loans and other receivables

$

(24,874

)

$

(13,566

)

$

(48,658

)

$

(25,686

)

Financial Instruments Sold:





Loans

$

212


$

38


$

229


$

112


Loan commitments

$

4,769


$

(51

)

$

2,196


$

(1,673

)

Long-term Debt:





Changes in instrument specific credit risk (1)

$

(4,093

)

$

-


$

(7,848

)

$

-


Other changes in fair value (2)

$

3,225


$

-


$

13,530


$

-



(1) Changes in instrument-specific credit risk related to structured notes are included in the Consolidated Statements of Comprehensive Income (Loss).

(2) Other changes in fair value include $4.5 million and $15.2 million for the three and nine months ended September 30, 2016 , respectively, included within Principal transactions revenues and $1.3 million and $1.7 million for the three and nine months ended September 30, 2016 , respectively, included within Interest expense on the Consolidated Statements of Operations.


The following is a summary of the amount by which Jefferies contractual principal exceeds fair value for loans and other receivables and long-term debt measured at fair value under the fair value option (in thousands):

September 30, 2016

December 31, 2015

Financial Instruments Owned:

Loans and other receivables (1)

$

843,458


$

408,369


Loans and other receivables on nonaccrual status (1) (2)

$

223,581


$

54,652


Long-term Debt

$

7,485


$

-



(1)

Interest income is recognized separately from other changes in fair value and is included within Interest income in the Consolidated Statements of Operations.

(2)

Amounts include all loans and other receivables greater than 90 days past due of $59.7 million and $29.7 million at September 30, 2016 and December 31, 2015 , respectively.


The aggregate fair value of Jefferies loans and other receivables on nonaccrual status and/or greater than 90 days or more past due was $55.1 million and $307.5 million at September 30, 2016 and December 31, 2015 , respectively, which includes loans and other receivables greater than 90 days past due of $19.1 million and $11.3 million at September 30, 2016 and December 31, 2015 , respectively.


31




Jefferies has elected the fair value option for its investment in KCG Holdings, Inc.  The change in the fair value of this investment was $6.1 million and $(28.3) million for the three months ended September 30, 2016 and 2015 , respectively, and $24.5 million and $26.7 million for the nine months ended September 30, 2016 and 2015 , respectively.


As of September 30, 2016 and December 31, 2015 , we owned approximately 46.6 million common shares of HRG, representing approximately 23% of HRG's outstanding common shares, which are accounted for under the fair value option. The shares are included in our Consolidated Statements of Financial Condition at fair value of $731.6 million and $631.9 million at September 30, 2016 and December 31, 2015 , respectively.  The shares were acquired at an aggregate cost of $475.6 million .  The change in the fair value of our investment in HRG aggregated $91.8 million and $(59.2) million , respectively, during the three months ended September 30, 2016 and 2015 , respectively, and $99.7 million and $(113.2) million for the nine months ended September 30, 2016 and 2015 , respectively.  We currently have two directors on HRG's board. 

We believe accounting for these investments at fair value better reflects the economics of these investments, and quoted market prices for these investments provides an objectively determined fair value at each balance sheet date.  Our investment in HomeFed is the only other investment accounted for under the equity method of accounting that is also a publicly traded company for which we did not elect the fair value option.  HomeFed's common stock is not listed on any stock exchange, and price information for the common stock is not regularly quoted on any automated quotation system.  It is traded in the over-the-counter market with high and low bid prices published by the NASD OTC Bulletin Board Service; however, trading volume is minimal.  For these reasons we did not elect the fair value option for HomeFed.

Note 4.  Derivative Financial Instruments


Off-Balance Sheet Risk

Jefferies has contractual commitments arising in the ordinary course of business for securities loaned or purchased under agreements to resell, repurchase agreements, future purchases and sales of foreign currencies, securities transactions on a when-issued basis and underwriting.  Each of these financial instruments and activities contains varying degrees of off-balance sheet risk whereby the fair values of the securities underlying the financial instruments may be in excess of, or less than, the contract amount.  The settlement of these transactions is not expected to have a significant effect upon our consolidated financial statements.

Derivative Financial Instruments

Derivative activities are recorded at fair value in the Consolidated Statements of Financial Condition in Trading assets and Trading liabilities, net of cash paid or received under credit support agreements and on a net counterparty basis when a legal right to offset exists under a master netting agreement.  Net realized and unrealized gains and losses are primarily recognized in Principal transactions in the Consolidated Statements of Operations on a trade date basis and as a component of cash flows from operating activities in the Consolidated Statements of Cash Flows.  Acting in a trading capacity, Jefferies and our Leucadia Asset Management businesses may enter into derivative transactions to satisfy the needs of its clients and to manage its own exposure to market and credit risks resulting from trading activities.  See Notes 3 and 21 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.  Jefferies manages the risks associated with derivatives on an aggregate basis along with the risks associated with proprietary trading as part of its firm wide risk management policies.  In connection with Jefferies derivative activities, Jefferies may enter into International Swaps and Derivative Association, Inc. ("ISDA") master netting agreements and similar agreements with counterparties.  These agreements provide Jefferies with the ability to offset a counterparty's rights and obligations, request additional collateral when necessary or liquidate the collateral in the event of counterparty default.  See Note 10 for additional information with respect to financial statement offsetting.


32



The following tables present the fair value and related number of derivative contracts categorized by type of derivative contract as reflected in the Consolidated Statements of Financial Condition at September 30, 2016 and December 31, 2015 .  The fair value of assets/liabilities related to derivative contracts represents our receivable/payable for derivative financial instruments, gross of counterparty netting and cash collateral received and pledged (in thousands, except contract amounts):

Assets

Liabilities

Fair Value

Number of

Contracts

Fair Value

Number of

Contracts

September 30, 2016

Interest rate contracts

$

4,873,516


31,728


$

4,776,839


37,746


Foreign exchange contracts

428,868


9,997


447,387


10,039


Equity contracts

912,285


3,649,003


1,094,330


3,184,904


Commodity contracts

1,072


4,940


1,489


1,741


Credit contracts: centrally cleared swaps

6,687


102


8,710


41,889


Credit contracts: other credit derivatives

20,846


152


32,043


189


Total

6,243,274



6,360,798



Counterparty/cash-collateral netting

(5,887,874

)


(5,970,029

)


Total per Consolidated Statement of Financial Condition

$

355,400



$

390,769



December 31, 2015

Interest rate contracts

$

2,910,093


56,748


$

2,849,958


74,904


Foreign exchange contracts (1)

453,527


8,089


466,021


7,376


Equity contracts

1,017,611


3,057,754


1,094,597


2,947,416


Commodity contracts (1)

27,590


2,896


5,510


2,001


Credit contracts: centrally cleared swaps

2,447


299


841


44


Credit contracts: other credit derivatives

16,977


100


59,314


135


Total

4,428,245



4,476,241



Counterparty/cash-collateral netting

(4,165,446

)


(4,257,998

)


Total per Consolidated Statement of Financial Condition

$

262,799



$

218,243




(1)

Commodity contracts increased in assets by a fair value of $19.3 million and by 29 contracts and in liabilities by a fair value of $4.6 million and by 28 contracts with corresponding decreases in foreign exchange contracts from those amounts previously reported to correct for the classification of certain contracts. The total amount of contracts remained unchanged.


The following table presents unrealized and realized gains (losses) on derivative contracts as reflected in the Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016


2015

2016

2015

Interest rate contracts

$

(27,354

)

$

25,308


$

(101,744

)

$

580


Foreign exchange contracts

11,089


6,893


15,992


30,417


Equity contracts

(184,020

)

68,649


(505,872

)

28,008


Commodity contracts

2,777


(33,940

)

351


(17,261

)

Credit contracts

(3,616

)

(4,375

)

(3,812

)

(612

)

Total

$

(201,124

)

$

62,535


$

(595,085

)

$

41,132



The gains (losses) on derivative contracts in the table above are one of a number of activities comprising Jefferies business activities and are before consideration of economic hedging transactions, which generally offset the gains (losses) included above. Jefferies substantially mitigates its exposure to market risk on its cash instruments through derivative contracts, which generally provide offsetting revenues, and Jefferies manages the risk associated with these contracts in the context of its overall risk management framework.




33



OTC Derivatives.   The following tables set forth by remaining contract maturity the fair value of OTC derivative assets and liabilities as reflected in the Consolidated Statement of Financial Condition at September 30, 2016 (in thousands):

OTC Derivative Assets (1) (2) (3)

0-12 Months

1-5 Years

Greater Than

5 Years

Cross-

Maturity

Netting (4)

Total

Commodity swaps, options and forwards

$

1,427


$

-


$

-


$

(1,057

)

$

370


Equity swaps and options

27,781


5,370


-


-


33,151


Credit default swaps

-


7,948


230


(177

)

8,001


Total return swaps

27,796


874


-


(613

)

28,057


Foreign currency forwards, swaps and options

84,564


29,937


-


(7,150

)

107,351


Interest rate swaps, options and forwards

42,055


229,950


88,205


(97,075

)

263,135


Total

$

183,623


$

274,079


$

88,435


$

(106,072

)

440,065


Cross product counterparty netting





(754

)






Total OTC derivative assets included in Trading assets





$

439,311



(1)

At September 30, 2016 , we held exchange traded derivative assets and other credit agreements with a fair value of $25.6 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 the Consolidated Statements of Financial Condition.  At September 30, 2016 , cash collateral received was $134.0 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

Commodity swaps, options and forwards

$

1,051


$

1,254


$

-


$

(1,057

)

$

1,248


Equity swaps and options

13,408


23,617


-


-


37,025


Credit default swaps

28


12,639


1,672


(177

)

14,162


Total return swaps

26,824


16,967


-


(613

)

43,178


Foreign currency forwards, swaps and options

113,001


20,024


-


(7,150

)

125,875


Fixed income forwards

5,044


-


-


-


5,044


Interest rate swaps, options and forwards

23,709


119,675


124,541


(97,075

)

170,850


Total

$

183,065


$

194,176


$

126,213


$

(106,072

)

397,382


Cross product counterparty netting





(754

)






Total OTC derivative liabilities included in Trading liabilities





$

396,628


(1)

At September 30, 2016 , we held exchange traded derivative liabilities and other credit agreements with a fair value of $193.2 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 the Consolidated Statements of Financial Condition.  At September 30, 2016 , cash collateral pledged was $216.1 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.




34



At September 30, 2016 , the counterparty credit quality with respect to the fair value of our OTC derivative assets was as follows (in thousands):

Counterparty credit quality (1):

A- or higher

$

215,020


BBB- to BBB+

77,419


BB+ or lower

64,975


Unrated

81,897


Total

$

439,311


(1)

We utilize internal credit ratings determined by the Jefferies Risk Management department.  Credit ratings determined by Risk Management use methodologies that produce ratings generally consistent with those produced by external rating agencies.


Contingent Features


Certain of Jefferies derivative instruments contain provisions that require their debt to maintain an investment grade credit rating from each of the major credit rating agencies.  If Jefferies 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 Jefferies derivative instruments in liability positions.  The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that are in a liability position at September 30, 2016 and December 31, 2015 is $85.9 million and $114.5 million , respectively, for which Jefferies has posted collateral of $65.4 million and $97.2 million , respectively, in the normal course of business.  If the credit-risk-related contingent features underlying these agreements were triggered on September 30, 2016 and December 31, 2015 , Jefferies would have been required to post an additional $22.6 million and $19.7 million , respectively, of collateral to its counterparties.


Other Derivatives


National Beef uses futures contracts in order to reduce its exposure associated with entering into firm commitments to purchase live cattle at prices determined prior to the delivery of the cattle as well as firm commitments to sell certain beef products at sales prices determined prior to shipment. National Beef accounts for the futures contracts at fair value. Firm commitments for sales are treated as normal sales and therefore not marked to market. Certain firm commitments to purchase cattle, are marked to market when a price has been agreed upon, otherwise they are treated as normal purchases and, therefore, not marked to market. The gains and losses associated with the change in fair value of the futures contracts and offsetting gains and losses associated with changes in the market value of certain of the firm purchase commitments are recorded to income and expense in the period of change.


Vitesse Energy uses swaps and call and put options in order to reduce exposure to future oil price fluctuations. Vitesse Energy accounts for the derivative instruments at fair value. The gains and losses associated with the change in fair value of the derivatives are recorded in income.



Note 5.  Collateralized Transactions

Jefferies enters into secured borrowing and lending arrangements to obtain collateral necessary to effect settlement, finance trading asset inventory positions, meet customer needs or re-lend as part of dealer operations.  Jefferies monitors the fair value of the securities loaned and borrowed on a daily basis as compared with the related payable or receivable, and requests additional collateral or returns excess collateral, as appropriate.  Jefferies pledges financial instruments as collateral under repurchase agreements, securities lending agreements and other secured arrangements, including clearing arrangements.  Jefferies 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 within Financial instruments owned and noted parenthetically as Securities pledged on our Consolidated Statements of Financial Condition.


35



The following tables set forth the carrying value of securities lending arrangements and repurchase agreements by class of collateral pledged (in thousands):

At September 30, 2016

Collateral Pledged

Securities Lending Arrangements

Repurchase Agreements

Total

Corporate equity securities

$

2,341,506


$

174,077


$

2,515,583


Corporate debt securities

578,451


1,701,732


2,280,183


Mortgage- and asset-backed securities

-


2,358,531


2,358,531


U.S. government and federal agency securities

10,419


8,759,548


8,769,967


Municipal securities

-


420,957


420,957


Sovereign securities

-


2,120,421


2,120,421


Loans and other receivables

-


478,693


478,693


Total

$

2,930,376


$

16,013,959


$

18,944,335


At December 31, 2015

Collateral Pledged

Securities Lending Arrangements

Repurchase Agreements

Total

Corporate equity securities

$

2,200,273


$

271,519


$

2,471,792


Corporate debt securities

779,044


1,721,583


2,500,627


Mortgage- and asset-backed securities

-


3,537,812


3,537,812


U.S. government and federal agency securities

34,983


12,003,521


12,038,504


Municipal securities

-


357,350


357,350


Sovereign securities

-


1,804,103


1,804,103


Loans and other receivables

-


462,534


462,534


Total

$

3,014,300


$

20,158,422



$

23,172,722



The following tables set forth the carrying value of securities lending arrangements and repurchase agreements by remaining contractual maturity (in thousands):

At September 30, 2016

Overnight and Continuous

Up to 30 Days

30 to 90 Days

Greater than 90 Days

Total

Securities lending arrangements

$

1,629,631


$

85,895


$

794,824


$

420,026


$

2,930,376


Repurchase agreements

7,832,265


3,952,072


2,763,570


1,466,052


16,013,959


Total

$

9,461,896


$

4,037,967


$

3,558,394


$

1,886,078


$

18,944,335



At December 31, 2015

Overnight and Continuous

Up to 30 Days

30 to 90 Days

Greater than 90 Days

Total

Securities lending arrangements

$

1,522,475


$

-


$

973,201


$

518,624


$

3,014,300


Repurchase agreements

7,848,231


5,218,059


5,291,729


1,800,403


20,158,422


Total

$

9,370,706


$

5,218,059


$

6,264,930


$

2,319,027


$

23,172,722



Jefferies receives securities as collateral under resale agreements, securities borrowing transactions and customer margin loans.  Jefferies also receives securities as collateral in connection with securities-for-securities transactions in which it is the lender of securities.  In many instances, Jefferies is permitted by contract or custom 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 September 30, 2016 and December 31, 2015 , the approximate fair value of securities received as collateral by Jefferies that may be sold or repledged was $26.6 billion and $26.2 billion , respectively.  A substantial portion of these securities have been sold or repledged.




36



Note 6.  Securitization Activities

Jefferies engages in securitization activities related to corporate loans, commercial mortgage loans, consumer loans and mortgage-backed and other asset-backed securities.  In securitization transactions, Jefferies transfers assets to special purpose entities ("SPEs") and acts as the placement or structuring agent for the beneficial interests sold to investors by the SPE.  A significant portion of the securitization transactions are securitization of assets issued or guaranteed by U.S. government agencies.  These SPEs generally meet the criteria of VIEs; however, the SPEs are generally not consolidated as Jefferies is not considered the primary beneficiary for these SPEs. 

Jefferies accounts for securitization transactions as sales provided it has relinquished control over the transferred assets.  Transferred assets are carried at fair value with unrealized gains and losses reflected in the Consolidated Statements of Operations prior to the identification and isolation for securitization.  Subsequently, revenues recognized upon securitization are reflected as net underwriting revenues.  Jefferies generally receives cash proceeds in connection with the transfer of assets to an SPE.  Jefferies 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- and other asset-backed securities or CLOs), which are included within Trading assets and are generally initially categorized as Level 2 within the fair value hierarchy.  Jefferies applies fair value accounting to the securities.  If Jefferies has not relinquished control over the transferred assets, the assets continue to be recognized in Trading assets and a corresponding liability is recognized in Other secured financings.  The related liabilities do not have recourse to Jefferies general credit.

The following table presents activity related to our securitizations that were accounted for as sales in which we had continuing involvement during the three and nine months ended September 30, 2016 and 2015 (in millions):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016


2015

2016

2015

Transferred assets

$

1,390.7


$

853.9


$

4,523.5


$

3,931.5


Proceeds on new securitizations

1,394.0


888.1


4,541.3


3,979.6


Cash flows received on retained interests

6.3


10.7


24.9


28.6



Jefferies has no explicit or implicit arrangements to provide additional financial support to these SPEs, has no liabilities related to these SPEs and has no outstanding derivative contracts executed in connection with these securitizations at September 30, 2016 and December 31, 2015 .


The following table summarizes our retained interests in SPEs where Jefferies transferred assets and has continuing involvement and received sale accounting treatment (in millions):

September 30, 2016

December 31, 2015

Securitization Type

Total

Assets

Retained

Interests

Total

Assets

Retained

Interests

U.S. government agency residential mortgage-backed securities

$

16,661.6


$

32.6


$

10,901.9


$

203.6


U.S. government agency commercial mortgage-backed securities

4,027.5


22.7


2,313.4


87.2


CLOs

3,747.5


55.9


4,538.4


51.5


Consumer and other loans

737.3


31.2


655.0


31.0


Total assets represent the unpaid principal amount of assets in the SPEs in which Jefferies has continuing involvement and are presented solely to provide information regarding the size of the transaction and the size of the underlying assets supporting its 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.  Jefferies risk of loss is limited to this fair value amount which is included within total Trading assets in our Consolidated Statements of Financial Condition.

Although not obligated, in connection with secondary market-making activities Jefferies may make a market in the securities issued by these SPEs.  In these market-making transactions, Jefferies buys these securities from and sells these securities to investors.  Securities purchased through these market-making activities are not considered to be continuing involvement in these SPEs, although the securities are included in Trading assets.  To the extent Jefferies purchased securities through these market-


37



making activities and Jefferies is not deemed to be the primary beneficiary of the VIE, these securities are included in agency and non-agency mortgage- and asset-backed securitizations in the nonconsolidated VIEs section presented in Note 8.

Foursight Capital also utilized SPEs to securitize automobile loans receivable.  These SPEs are VIEs and our subsidiary is the primary beneficiary; the related assets and the secured borrowings are recognized in the Consolidated Statements of Financial Condition.  These secured borrowings do not have recourse to our subsidiary's general credit. See Note 8 for further information on securitization activities and VIEs.


Note 7.  Available for Sale Securities


The amortized cost, gross unrealized gains and losses and estimated fair value of investments classified as available for sale at September 30, 2016 and December 31, 2015 are as follows (in thousands):


Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair
Value

September 30, 2016

Bonds and notes:

U.S. government securities

$

226,005


$

92


$

4


$

226,093


Residential mortgage-backed securities

21,816


135


83


21,868


Commercial mortgage-backed securities

4,717


17


47


4,687


Other asset-backed securities

18,931


196


-


19,127


All other corporates

1,512


7


-


1,519


Total fixed maturities

272,981


447


134


273,294


Equity securities:





Common stocks:





Banks, trusts and insurance companies

35,071


15,188


-


50,259


Industrial, miscellaneous and all other

17,946


9,167


-


27,113


Total equity securities

53,017


24,355


-


77,372


$

325,998


$

24,802


$

134


$

350,666


December 31, 2015





Bonds and notes:





U.S. government securities

$

63,968


$

2


$

25


$

63,945


Residential mortgage-backed securities

23,033


308


101


23,240


Commercial mortgage-backed securities

2,392


-


18


2,374


Other asset-backed securities

39,633


-


160


39,473


All other corporates

4,794


7


57


4,744


Total fixed maturities

133,820


317


361


133,776


Equity securities:





Common stocks:





Banks, trusts and insurance companies

35,071


10,201


-


45,272


Industrial, miscellaneous and all other

17,946


10,361


-


28,307


Total equity securities

53,017


20,562


-


73,579


$

186,837


$

20,879


$

361


$

207,355




38



The amortized cost and estimated fair value of investments classified as available for sale at September 30, 2016 , by contractual maturity, are shown below.  Expected maturities are likely to differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized

Cost

Estimated

Fair Value

(In thousands)

Due within one year

$

227,013


$

227,101


Due after one year through five years

504


511


227,517


227,612


Mortgage-backed and asset-backed securities

45,464


45,682


$

272,981


$

273,294



At September 30, 2016 , the unrealized losses on investments which have been in a continuous unrealized loss position for less than 12 months and 12 months or longer were not significant.


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 the power to direct the activities of a VIE that most significantly impact the entity's economic performance and 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, an equity interest in an associated company, commitments, guarantees and certain fees.  Our involvement with VIEs arises primarily from the following activities of Jefferies, but also includes other activities discussed below:

Purchases of securities in connection with our trading and secondary market making activities,

Retained interests held as a result of securitization activities, including the resecuritization of mortgage- and other asset-backed securities and the securitization of commercial mortgage, corporate and consumer loans,

Acting as placement agent and/or underwriter in connection with client-sponsored securitizations,

Financing of agency and non-agency mortgage- and other asset-backed securities,

Real estate investments,

Warehousing funding arrangements for client-sponsored consumer loan vehicles and CLOs through participation certificates and revolving loan and note commitments, and

Loans to, investments in and fees from various investment fund 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 significant 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 significant 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.


39



Consolidated VIEs


The following tables present information about the assets and liabilities of our consolidated VIEs, which are presented within our Consolidated Statements of Financial Condition in the respective asset and liability categories, as of September 30, 2016 and December 31, 2015 (in millions):

September 30, 2016

December 31, 2015

Securitization Vehicles

Real Estate Investment Vehicle

Securitization Vehicles

Cash

$

11.7


$

1.4


$

1.1


Financial instruments owned

90.6


-


68.3


Securities purchased under agreement to resell (1)

604.0


-


717.3


Receivables

306.0


197.9


149.8


Loans to and investments in associated companies

-


107.9


-


Other

16.1


9.0


8.8


Total assets

$

1,028.4


$

316.2


$

945.3


Other secured financings (2)

$

993.6


$

-


$

930.8


Long-term debt

-


158.4


-


Other

34.1


7.9


14.5


Total liabilities

$

1,027.7


$

166.3


$

945.3


Noncontrolling interests

$

-


$

90.8


$

-



(1)

Securities purchased under agreement to resell represent an amount due under a collateralized transaction on a related consolidated entity, which is eliminated in consolidation.

(2)

Approximately $86.5 million and $22.1 million of the secured financing represents an amount held by Jefferies in inventory and eliminated in consolidation at September 30, 2016 and December 31, 2015 , respectively.


Securitization Vehicles.   Jefferies is the primary beneficiary of securitization vehicles associated with their financing of consumer and small business loans. In the creation of the securitization vehicles, Jefferies was involved in the decisions made during the establishment and design of the entities and holds variable interests consisting of the securities retained that could potentially be significant.  The assets of the VIEs consist of the small business loans and term loans backed by consumer installment receivables, which are available for the benefit of the vehicles' beneficial interest holders.  The creditors of the VIEs do not have recourse to Jefferies general credit and the assets of the VIEs are not available to satisfy any other debt.


Jefferies is also the primary beneficiary of mortgage-backed financing vehicles to which Jefferies sells agency and non-agency residential and commercial mortgage loans and mortgage-backed securities pursuant to the terms of a master repurchase agreement.  Jefferies manages the assets within these vehicles.  Jefferies variable interests in these vehicles consist of its collateral margin maintenance obligations under the master repurchase agreement 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.  The creditors of these VIEs do not have recourse to Jefferies general credit and each such VIE's assets are not available to satisfy any other debt.


At September 30, 2016 and December 31, 2015 , Foursight Capital is the primary beneficiary of SPEs it utilized to securitize automobile loans receivable.  Foursight Capital acts as the servicer for which it receives a fee, and owns an equity interest in the SPEs.  The notes issued by the SPEs are secured solely by the assets of the SPEs and do not have recourse to Foursight Capital's general credit and the assets of the VIEs are not available to satisfy any other debt. During the nine months ended September 30, 2016 , a pool of automobile loan receivables aggregating $228.3 million was securitized by Foursight Capital in connection with a secured borrowing offering. The majority of the proceeds from issuance of the secured borrowing were used to pay down Foursight Capital's two credit facilities.


Real Estate Investment Vehicle. 54 Madison, which we consolidate through our control of the 54 Madison investment committee, has real estate investments in which it is the primary beneficiary. 54 Madison was involved in the decisions made during the establishment and design of the investment entities. 54 Madison variable interests consist of its investment in and management of the assets within these entities. The assets of these VIEs consist primarily of financing note receivables and investments in


40



associated companies, which are available for the benefit of the VIEs' debt holders. The debt holders of these VIEs have recourse to 54 Madison's general credit and the assets of the VIEs are not available to satisfy any other debt.


Nonconsolidated VIEs


The following tables present information about our variable interests in nonconsolidated VIEs as of September 30, 2016 and December 31, 2015 (in millions):

Financial Statement

Carrying Amount

Maximum

Exposure to Loss

VIE Assets

Assets

Liabilities

September 30, 2016

CLOs

$

74.7


$

7.6


$

336.7


$

4,900.2


Consumer loan vehicles

170.0


-


607.2


1,231.4


Related party private equity vehicles

38.3


-


64.2


157.5


Real estate investment vehicle

89.9


-


101.4


84.6


Other private investment vehicles

89.9


-


102.4


4,569.4


Total

$

462.8


$

7.6


$

1,211.9


$

10,943.1


December 31, 2015





CLOs

$

73.6


$

0.2


$

458.1


$

6,368.7


Consumer loan vehicles

188.3


-


845.8


1,133.0


Related party private equity vehicles

39.3


-


65.8


168.2


Other private investment vehicles

88.0


-


91.4


4,846.1


Total

$

389.2


$

0.2


$

1,461.1


$

12,516.0



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 the 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 its 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.  Jefferies underwrites securities issued in CLO transactions on behalf of sponsors and provides advisory services to the sponsors.  Jefferies may also sell corporate loans to the CLOs.  Jefferies variable interests in connection with CLOs where it has been involved in providing underwriting and/or advisory services consist of the following:

Forward sale agreements whereby Jefferies commits 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 a CLO transaction,

Investments in variable funding notes issued by CLOs, and

A guarantee to a CLO managed by Jefferies Finance, whereby Jefferies guarantees certain of the obligations of Jefferies Finance to the CLO.


In addition, Jefferies owns variable interests in CLOs previously managed by Jefferies.  These variable interests consist of debt securities and a right to a portion of the CLOs' management and incentive fees.  Jefferies exposure to loss from these CLOs is limited to its investments in the debt securities held.  Management and incentives fees are accrued as the amounts become realizable.  These CLOs represent interests in assets consisting primarily of senior secured loans, unsecured loans and high yield bonds.


Consumer Loan Vehicles. Jefferies provides financing and lending related services to certain client-sponsored VIEs in the form of revolving funding note agreements, revolving credit facilities and forward purchase agreements.  The underlying assets, which are collateralizing the vehicles, are primarily composed of unsecured consumer and small business loans.  In addition, Jefferies may provide structuring and advisory services and act as an underwriter or placement agent for securities issued by the vehicles.  Jefferies does not control the activities of these entities.


41




Related Party Private Equity Vehicles. Jefferies has committed to invest equity in private equity funds (the "JCP Funds") managed by Jefferies Capital Partners, LLC (the "JCP Manager"). Additionally, Jefferies has committed to invest equity in the general partners of the JCP Funds (the "JCP General Partners") and the JCP Manager. Jefferies variable interests in the JCP Funds, JCP General Partners and JCP Manager (collectively, the "JCP Entities") consist of equity interests that, in total, provide Jefferies 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. Jefferies total equity commitment in the JCP Entities is $148.1 million , of which $125.1 million and $124.6 million was funded as of September 30, 2016 and December 31, 2015 , respectively. The carrying value of Jefferies equity investments in the JCP Entities was $38.3 million and $39.3 million at September 30, 2016 and December 31, 2015 , respectively. Jefferies exposure to loss is limited to the total of its carrying value and unfunded equity commitment. The assets of the JCP Entities primarily consist of private equity and equity related investments.


Jefferies has also provided a guarantee of a portion of Energy Partners I, LP's obligations under a credit agreement. Energy Partners I, LP, is a private equity fund owned and managed by our employees. The maximum exposure to loss of the guarantee was $3.0 million and $3.0 million as of September 30, 2016 and December 31, 2015 , respectively. Energy Partners I, LP has assets consisting primarily of debt and equity investments.


Real Estate Investment Vehicle. In the first quarter of 2016, 54 Madison committed to invest $98.0 million in a real estate investment vehicle, of which $86.5 million was funded as of September 30, 2016 . 54 Madison's maximum exposure to loss is limited to its equity commitment. 54 Madison is not the primary beneficiary of the investment vehicle as it does not have the power to control the most important activities of the VIE. The assets of the VIE consist primarily of an investment in a real estate project.


Other Private Investment Vehicles.   We had commitments to invest $137.9 million and $76.4 million as of September 30, 2016 and December 31, 2015 , respectively, in various other private investment vehicles, of which $99.0 million and $73.0 million was funded as of September 30, 2016 and December 31, 2015 , respectively. The carrying amount of our equity investment was $89.9 million and $88.0 million at September 30, 2016 and December 31, 2015 , respectively.  Our exposure to loss is limited to the total loss of our carrying value and unfunded equity commitment.  These private investment vehicles have assets primarily consisting of private and public equity investments, debt instruments and various oil and gas assets.


Mortgage- and Other Asset-Backed Vehicles.  In connection with Jefferies secondary trading and market-making activities, Jefferies buys and sells agency and non-agency mortgage-backed 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 Trading assets in our Consolidated Statements of Financial Condition.  Jefferies has no other involvement with the related SPEs and therefore does not consolidate these entities.


Jefferies also engages 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.  Jefferies does not consolidate agency sponsored securitizations as it does not have the power to direct the activities of the SPEs that most significantly impact their economic performance.  Further, Jefferies is not the servicer of non-agency sponsored securitizations and therefore does not have power to direct the most significant activities of the SPEs and accordingly, does not consolidate these entities.  Jefferies may retain unsold senior and/or subordinated interests at the time of securitization in the form of securities issued by the SPEs.


Jefferies transfers existing securities, typically mortgage-backed securities, into resecuritization vehicles.  These transactions in which debt securities are transferred to a VIE in exchange for new beneficial interests occur in connection with both agency and non-agency sponsored VIEs.  The consolidation analysis is largely dependent on Jefferies role and interest in the resecuritization trusts.  Most resecuritizations in which Jefferies is involved are in connection with investors seeking securities with specific risk and return characteristics.  As such, we have concluded that the decision-making power is shared between Jefferies and the investor(s), considering the joint efforts involved in structuring the trust and selecting the underlying assets as well as the level of security interests the investor(s) hold in the SPE; therefore, Jefferies does not consolidate the resecuritization VIEs.


 At September 30, 2016 and December 31, 2015 , Jefferies held $1,341.1 million and $3,359.1 million of agency mortgage-backed securities, respectively, and $515.0 million and $630.5 million of non-agency mortgage- and other asset-backed securities, respectively, as a result of its secondary trading and market-making activities, underwriting, placement and structuring activities and resecuritization activities.  Jefferies maximum exposure to loss on these securities is limited to the carrying value of its


42



investments in these securities.  Mortgage- and other asset-backed securitization vehicles discussed within this section are not included in the above table containing information about our variable interests in nonconsolidated VIEs.


We also have a variable interest in a nonconsolidated VIE consisting of our equity interest in an associated company, Golden Queen.  See Note 9 for further discussion. In addition, we have a variable interest in a nonconsolidated VIE consisting of our senior secured term loan receivable and equity interest in FXCM.  See Notes 3 and 9 for further discussion.


Note 9.  Loans to and Investments in Associated Companies


A summary of Loans to and investments in associated companies accounted for under the equity method of accounting during the nine months ended September 30, 2016 and 2015 is as follows (in thousands):


Loans to and investments in associated companies as of December 31, 2015

Income (losses) related to associated companies

Income (losses) related to associated companies classified as other revenues

Contributions to (distributions from) associated companies, net

Other, including foreign exchange and unrealized gains (losses)

Loans to and investments in associated companies as of September 30, 2016

Jefferies Finance

$

528,575


$

-


$

(26,000

)

$

(19,300

)

$

-


$

483,275


Jefferies LoanCore

288,741


-


11,186


(133,635

)

-


166,292


Berkadia

190,986


59,456


-


(70,847

)

291


179,886


FXCM (1)

-


-


-


-


334,500


334,500


Garcadia Companies

172,660


43,501


-


(22,562

)

-


193,599


Linkem

150,149


(20,709

)

-


33,297


4,155


166,892


HomeFed

275,378


23,146


-


-


-


298,524


Golden Queen (2)

114,323


(1,608

)

-


-


-


112,715


54 Madison (3)

-


3,389


-


123,731


3,642


130,762


Other

36,557


1,270


(1,048

)

5,265


(3,401

)

38,643


Total

$

1,757,369


$

108,445


$

(15,862

)

$

(84,051

)

$

339,187


$

2,105,088


Loans to and investments in associated companies as of December 31, 2014

Income (losses) related to associated companies

Income (losses) related to associated companies classified as other revenues

Contributions to (distributions from) associated companies, net

Other, including foreign exchange and unrealized gains (losses)

Loans to and investments in associated companies as of September 30, 2015

Jefferies Finance

$

508,891


$

-


$

58,245


$

(40,500

)

$

2


$

526,638


Jefferies LoanCore

258,947


-


30,604


(43,280

)

1


246,272


Berkadia

208,511


67,806


-


(72,143

)

(5,464

)

198,710


Garcadia Companies

167,939


47,476


-


(45,813

)

-


169,602


Linkem

159,054


(13,892

)

-


6,931


(10,403

)

141,690


HomeFed

271,782


(1,714

)

-


-


-


270,068


Golden Queen (2)

103,598


(1,278

)

-


12,500


-


114,820


Other

33,846


(3,897

)

(1,158

)

7,002


153


35,946


Total

$

1,712,568


$

94,501


$

87,691


$

(175,303

)

$

(15,711

)

$

1,703,746



(1)

As discussed more fully in Note 3, on September 1, 2016, we amended the terms of our loan and associated rights with FXCM. Through the amendments, we converted our participation rights for a 49.9% common membership ownership in FXCM. Our term loan remains classified within Trading assets, at fair value.


43



(2)

At September 30, 2016 and December 31, 2015 , the balance reflects $33.2 million and $33.7 million , respectively, related to a noncontrolling interest.

(3)

At September 30, 2016 , the balance reflects $78.0 million related to noncontrolling interests.


Income (losses) related to associated companies includes the following for the three and nine months ended September 30, 2016 and 2015 (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Berkadia

$

26,004


$

15,730


$

59,456


$

67,806


Garcadia companies

14,233


16,342


43,501


47,476


Linkem

(5,836

)

(4,750

)

(20,709

)

(13,892

)

HomeFed

800


1,338


23,146


(1,714

)

54 Madison

906


-


3,389


-


Golden Queen

56


(279

)

(1,608

)

(1,278

)

Other

340


(4,138

)

1,270


(3,897

)

Total

$

36,503


$

24,243


$

108,445


$

94,501



Income (losses) related to associated companies classified as Other revenues includes the following for the three and nine months ended September 30, 2016 and 2015 (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Jefferies Finance

$

12,481


$

26,714


$

(26,000

)

$

58,245


Jefferies LoanCore

3,172


12,510


11,186


30,604


Other

(263

)

(679

)

(1,048

)

(1,158

)

Total

$

15,390


$

38,545


$

(15,862

)

$

87,691



Jefferies Finance


In October 2004, Jefferies entered into an agreement with Massachusetts Mutual Life Insurance Company ("MassMutual") and Babson Capital Management LLC (now Barings, LLC) to form Jefferies Finance, a joint venture entity.  Jefferies Finance is a commercial finance company whose primary focus is the origination and syndication of senior secured debt to middle market and growth companies in the form of term and revolving loans.  Loans are originated primarily through the investment banking efforts of Jefferies.  Jefferies Finance may also originate other debt products such as second lien term, bridge and mezzanine loans, as well as related equity co‑investments.  Jefferies Finance also purchases syndicated loans in the secondary market.


Jefferies and MassMutual each have equity commitments to Jefferies Finance of $600.0 million .  At September 30, 2016 , approximately $497.4 million of Jefferies commitment was funded.  The investment commitment is scheduled to mature on March 1, 2017 with automatic one year extensions subject to a 60 day termination notice by either party.


In addition, Jefferies and MassMutual have entered into a Secured Revolving Credit Facility, to be funded equally, to support loan underwritings by Jefferies Finance.  The Secured Revolving Credit Facility 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 Secured Revolving Credit Facility is for a total committed amount of $500.0 million at September 30, 2016 and December 31, 2015 .  Advances are shared equally between Jefferies and MassMutual.  The facility is scheduled to mature on March 1, 2017 with automatic one year extensions subject to a 60 day termination notice by either party.  At September 30, 2016 and December 31, 2015 , $0.0 and $19.3 million , respectively, of Jefferies $250.0 million commitments were funded.


Jefferies engages in debt capital markets transactions with Jefferies Finance related to the originations of loans by Jefferies Finance.  In connection with such transactions, Jefferies earned fees of $19.0 million and $53.3 million during the three months ended September


44



30, 2016 and 2015 , respectively, and $42.1 million and $108.8 million during the nine months ended September 30, 2016 and 2015 , respectively, which are recognized in Investment banking revenues in the Consolidated Statements of Operations.  In addition, Jefferies paid fees to Jefferies Finance in respect of certain loans originated by Jefferies Finance of $1.5 million during the three months ended September 30, 2015 , and $1.6 million and $3.1 million during the nine months ended September 30, 2016 and 2015 , respectively, which are recognized within Selling, general and other expenses in the Consolidated Statements of Operations.


Jefferies acted as placement agent in connection with several CLOs managed by Jefferies Finance, for which Jefferies recognized fees of $1.3 million during both the three and nine months ended September 30, 2016 , and $3.1 million during the nine months ended September 30, 2015 , which are included in Investment banking revenues in the Consolidated Statements of Operations.  At September 30, 2016 and December 31, 2015 , Jefferies held securities issued by the CLOs managed by Jefferies Finance, which are included within Trading assets, and provided a guarantee, whereby Jefferies is required to make payments to a CLO in the event Jefferies Finance is unable to meet its obligations to the CLO.  Additionally, Jefferies has entered into participation agreements and derivative contracts with Jefferies Finance based upon certain securities issued by the CLO.


Jefferies acted as underwriter in connection with senior notes issued by Jefferies Finance, for which Jefferies recognized underwriting fees of $1.3 million during the nine months ended September 30, 2015 .


Under a service agreement, Jefferies charged Jefferies Finance $7.2 million and $8.4 million for services provided during three months ended September 30, 2016 and 2015 , respectively, and $35.8 million and $43.3 million for services provided during the nine months ended September 30, 2016 and 2015 , respectively.  Receivables from Jefferies Finance, included within Other assets in the Consolidated Statements of Financial Condition, were $0.0 million and $7.8 million at September 30, 2016 and December 31, 2015 , respectively.


Jefferies LoanCore


In February 2011, Jefferies entered into a joint venture agreement with the Government of Singapore Investment Corporation ("GIC") and LoanCore, LLC and formed Jefferies LoanCore, a commercial real estate finance company.  In the first quarter of 2016, the Canada Pension Plan Investment Board acquired a 24% equity interest in Jefferies LoanCore through a direct acquisition from the GIC. Jefferies LoanCore originates and purchases commercial real estate loans throughout the U.S. with the support of the investment banking and securitization capabilities of Jefferies and the real estate and mortgage investment expertise of the GIC and LoanCore, LLC.  During the second quarter of 2016, Jefferies LoanCore aggregate equity commitments were reduced from $600.0 million to $400.0 million .  At September 30, 2016 and December 31, 2015 , Jefferies had funded $89.6 million and $207.4 million , respectively, of each of its $194.0 million and $291.0 million equity commitments, respectively, and has a 48.5% voting interest in Jefferies LoanCore.


Berkadia


Berkadia Commercial Mortgage LLC is a commercial mortgage banking and servicing joint venture formed in 2009 with Berkshire Hathaway.  We and Berkshire Hathaway each contributed $217.2 million of equity capital to the joint venture and each have a 50% equity interest in Berkadia.  Through September 30, 2016 , cumulative cash distributions received by Leucadia from this investment aggregated $464.7 million .  Berkadia originates commercial/multifamily real estate loans that are sold to U.S. government agencies, and originates and brokers commercial/multifamily mortgage loans which are not part of government agency programs.  Berkadia 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.


Berkadia uses all of the proceeds from the commercial paper sales of an affiliate of Berkadia to fund new mortgage loans, servicer advances, investments and other working capital requirements.  Repayment of the commercial paper is supported by a $2.5 billion surety policy issued by a Berkshire Hathaway insurance subsidiary and corporate guaranty, and we have agreed to reimburse Berkshire Hathaway for one-half of any losses incurred thereunder.  As of September 30, 2016 , the aggregate amount of commercial paper outstanding was $1.47 billion .


FXCM


As discussed more fully in Note 3, at September 30, 2016 , Leucadia has a 49.9% common membership interest in FXCM and a senior secured term loan with FXCM due January 2018. On September 1, 2016, we gained the ability to significantly influence FXCM through our common membership interest and our seats on the board of directors. As a result, we now classify our equity investment in FXCM in our Consolidated Statements of Financial Condition as Loans to and investments in associated companies.


45



Our term loan remains classified within Trading assets, at fair value. We account for our equity interest in FXCM on a one month lag.


FXCM is considered a VIE and our term loan and equity interest are variable interests.  We have determined that we are not the primary beneficiary of FXCM because we do not have the power to direct the activities that most significantly impact FXCM's performance.  Therefore, we do not consolidate FXCM.

Garcadia

Garcadia is a joint venture between us and Garff Enterprises, Inc. ("Garff") that owns and operates 29 automobile dealerships comprised of domestic and foreign automobile makers.  The Garcadia joint venture agreement specifies that we and Garff shall have equal board representation and equal votes on all matters affecting Garcadia, and that all cash flows from Garcadia will be allocated 65% to us and 35% to Garff, with the exception of one dealership from which we receive 83% of all cash flows and five other dealerships from which we receive 71% of all cash flows.  Garcadia's strategy is to acquire automobile dealerships in primary or secondary market locations meeting its specified return criteria. 

Linkem


We own approximately 42% of the common shares of Linkem, a fixed wireless broadband services provider in Italy.  In addition, we own 5% convertible preferred stock, which is automatically convertible to common shares in 2020. If all of our convertible preferred stock was converted, it would increase our ownership to approximately 56% of Linkem's common equity.  The excess of our investment in Linkem's common shares over our share of underlying book value is being amortized to expense over 12 years.


HomeFed


At September 30, 2016 , we own 9,974,226 shares of HomeFed's common stock, representing approximately 65% of HomeFed's outstanding common shares; however, we have agreed to limit our voting rights such that we will not be able to vote more than 45% of HomeFed's total voting securities voting on any matter, assuming all HomeFed shares not owned by us are voted.  HomeFed develops and owns residential and mixed-use real estate properties.  HomeFed is a public company traded on the NASD OTC Bulletin Board (Symbol: HOFD).  As a result of a 1998 distribution to all of our shareholders, approximately 4.8% of HomeFed is beneficially owned by our Chairman at September 30, 2016 .  Our Chairman also serves as HomeFed's Chairman, and our President is a Director of HomeFed. Since we do not control HomeFed, our investment in HomeFed is accounted for as an investment in an associated company. 


Golden Queen Mining Company


During 2014 and 2015, we invested $83.0 million , net in cash in a limited liability company (Gauss LLC) to partner with the Clay family and Golden Queen Mining Co. Ltd., to jointly fund, develop and operate the Soledad Mountain gold and silver mine project.  Previously 100% owned by Golden Queen Mining Co. Ltd., the project is a fully-permitted, open pit, heap leach gold and silver project located in Kern County, California, which commenced gold and silver production in March 2016.  In exchange for a noncontrolling ownership interest in Gauss LLC, the Clay family contributed $34.5 million , net in cash.  Gauss LLC invested both our and the Clay family's net contributions totaling $117.5 million to the joint venture, Golden Queen, in exchange for a 50% ownership interest.  Golden Queen Mining Co. Ltd. contributed the Soledad Mountain project to the joint venture in exchange for the other 50% interest.


As a result of our consolidating Gauss LLC, our Loans to and investments in associated companies reflects Gauss LLC's net investment of $117.5 million in the joint venture, which includes both the amount we contributed and the amount contributed by the Clay family.  The joint venture, Golden Queen, is considered a VIE as the voting rights of the investors are not proportional to their obligations to absorb the expected losses and their rights to receive the expected residual returns, given the provision of services to the joint venture by Golden Queen Mining Co. Ltd.  Golden Queen Mining Co. Ltd. has entered into an agreement with the joint venture for the provision of executive officers, financial, managerial, administrative and other services, and office space and equipment.  We have determined that we are not the primary beneficiary of the joint venture and are therefore not consolidating its results.


Our maximum exposure to loss as a result of our involvement with the joint venture is limited to our investment.



46



54 Madison


We own approximately 48.1% of 54 Madison, which we consolidate through our control of the 54 Madison investment committee. 54 Madison seeks long-term capital appreciation through investment in real estate development and similar projects. 54 Madison invests both in projects which they consolidate and projects where they have significant influence and utilize the equity method of accounting. During the nine months ended September 30, 2016 , 54 Madison invested $123.7 million in projects accounted for under the equity method and $73.9 million of that was contributed from noncontrolling interests.

Other

The following table provides summarized data for certain associated companies (Jefferies Finance, Jefferies LoanCore, Berkadia, Garcadia, Linkem and HomeFed) for the nine months ended September 30, 2016 and 2015 (in thousands):

For the 
 Nine Months Ended 
 September 30,

2016

2015

Revenues

$

2,839,721


$

2,977,903


Income from continuing operations before extraordinary items

$

161,514


$

344,424


Net income

$

165,184


$

344,424



Note 10.  Financial Statement Offsetting

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

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

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

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


47



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

(In thousands)

Gross

Amounts

Netting in Consolidated Statements of Financial Condition

Net Amounts in Consolidated Statements of Financial Condition

Additional Amounts Available for Setoff (1)

Available Collateral (2)

Net Amount (3)

Assets at September 30, 2016

Derivative contracts

$

6,243,274


$

(5,887,874

)

$

355,400


$

-


$

-


$

355,400


Securities borrowing arrangements

$

8,460,736


$

-


$

8,460,736


$

(831,732

)

$

(1,063,399

)

$

6,565,605


Reverse repurchase agreements

$

11,921,719


$

(7,883,525

)

$

4,038,194


$

(133,611

)

$

(3,878,141

)

$

26,442


Liabilities at September 30, 2016







Derivative contracts

$

6,360,798


$

(5,970,029

)

$

390,769


$

-


$

-


$

390,769


Securities lending arrangements

$

2,930,376


$

-


$

2,930,376


$

(831,732

)

$

(2,038,342

)

$

60,302


Repurchase agreements

$

16,013,959


$

(7,883,525

)

$

8,130,434


$

(133,611

)

$

(6,707,666

)

$

1,289,157


Assets at December 31, 2015







Derivative contracts

$

4,428,245


$

(4,165,446

)

$

262,799


$

-


$

-


$

262,799


Securities borrowing arrangements

$

6,975,136


$

-


$

6,975,136


$

(478,991

)

$

(667,099

)

$

5,829,046


Reverse repurchase agreements

$

14,046,300


$

(10,191,554

)

$

3,854,746


$

(83,452

)

$

(3,745,215

)

$

26,079


Liabilities at December 31, 2015







Derivative contracts

$

4,476,241


$

(4,257,998

)

$

218,243


$

-


$

-


$

218,243


Securities lending arrangements

$

3,014,300


$

-


$

3,014,300


$

(478,991

)

$

(2,499,395

)

$

35,914


Repurchase agreements

$

20,158,422


$

(10,191,554

)

$

9,966,868


$

(83,452

)

$

(8,068,468

)

$

1,814,948



(1)

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

(2)

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

(3)

At September 30, 2016 , amounts include $6,520.3 million of securities borrowing arrangements, for which we have received securities collateral of $6,315.7 million , and $1,278.2 million of repurchase agreements, for which we have pledged securities collateral of $1,326.2 million , which are subject to master netting agreements but we have not determined the agreements to be legally enforceable.  At December 31, 2015 , amounts include $5,796.1 million of securities borrowing arrangements, for which we have received securities collateral of $5,613.3 million , and $1,807.2 million of repurchase agreements, for which we have pledged securities collateral of $1,875.3 million , which are subject to master netting agreements but we have not determined the agreements to be legally enforceable.



48



Note 11.  Intangible Assets, Net and Goodwill


A summary of Intangible assets, net and goodwill at September 30, 2016 and December 31, 2015 is as follows (in thousands):

September 30, 2016

December 31, 2015

Indefinite-lived intangibles:

Exchange and clearing organization membership interests and registrations

$

9,197


$

11,897


Amortizable intangibles:



Customer and other relationships, net of accumulated amortization of $217,418 and $191,761

430,579


456,222


Trademarks and tradename, net of accumulated amortization of $76,431 and $64,052

315,359


330,172


Supply contracts, net of accumulated amortization of $48,226 and $40,684

101,769


109,311


Other, net of accumulated amortization of $5,985 and $5,216

7,650


4,419


Total intangible assets, net

864,554


912,021


Goodwill:



National Beef

14,991


14,991


Jefferies

1,701,504


1,712,799


Other operations

13,280


8,551


Total goodwill

1,729,775


1,736,341


Total Intangible assets, net and goodwill

$

2,594,329


$

2,648,362



Amortization expense on intangible assets was $15.8 million and $15.8 million for the three months ended September 30, 2016 and 2015 , respectively, and $47.1 million and $48.3 million for the nine months ended September 30, 2016 and 2015 , respectively.  The estimated aggregate future amortization expense for the intangible assets for each of the next five years is as follows:  2016 (for the remaining three months) - $16.6 million ; 2017 - $64.1 million ; 2018 - $64.3 million ; 2019 - $64.1 million ; and 2020 - $63.9 million .


Goodwill and Intangible Impairment Testing


We performed our annual impairment testing of Jefferies goodwill as of August 1, 2016. The quantitative goodwill impairment test is performed at our reporting unit level 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.


The estimated fair value of Jefferies is based on 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 fair value include market capitalization, price-to-book multiples of comparable exchange traded companies, multiples of mergers and acquisitions of similar businesses and/or projected cash flows. In addition, as the fair values determined under a market approach represent a noncontrolling interest, we applied a control premium to arrive at the estimated fair value of our reporting units on a controlling basis. An independent valuation specialist was engaged to assist with the valuation process for Jefferies at August 1, 2016. The results of our annual goodwill impairment test for Jefferies did not indicate any goodwill impairment.


Jefferies also performed its annual impairment testing of its intangible assets with an indefinite useful life, which consists of exchange and clearing organization membership interests and registrations, at August 1, 2016. Jefferies elected to perform a quantitative assessment 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. A qualitative assessment was performed on the remainder of Jefferies indefinite-life intangible assets. In applying its quantitative assessment, Jefferies recognized an impairment loss of $1.3 million on certain exchange membership interests and registrations. With regard to its qualitative assessment of the remaining indefinite-life intangible assets, based on its assessment of market conditions, the utilization of the assets and the replacement costs associated with the assets, Jefferies has concluded that it is not more likely than not that the intangible assets are impaired.



49



Note 12.  Inventory


A summary of inventory at September 30, 2016 and December 31, 2015 which is classified as Other assets is as follows (in thousands):

September 30, 2016

December 31, 2015

Finished goods

$

262,957


$

211,426


Work in process

17,526


34,091


Raw materials, supplies and other

42,315


42,556


$

322,798


$

288,073



Note 13.  Short-Term Borrowings


Short-term borrowings at September 30, 2016 and December 31, 2015 represent Jefferies bank loans and overdrafts that are payable on demand and that must be repaid within one year or less, as well as borrowings under revolving loan and credit facilities as follows (in thousands):

September 30, 2016

December 31, 2015

Bank loans (1)

$

262,711


$

262,000


Secured revolving loan facility

67,986


48,659


Floating rate puttable notes

101,538


-


  Total short-term borrowings

$

432,235


$

310,659



(1) Amount includes $0.7 million related to bank overdrafts at September 30, 2016 .


Bank loans are typically overnight loans used to finance trading assets or clearing related balances, but are not part of Jefferies systemic funding model. At September 30, 2016 , the weighted average interest rate on short-term borrowings outstanding is 1.47%  per annum.


On April 8, 2016, May 3, 2016 and July 29, 2016, under Jefferies $2.0 billion Euro Medium Term Note Program, Jefferies issued floating rate puttable notes with principal amounts of €30.0 million , €11.0 million and €50.0 million , respectively. These notes are puttable three months after the issuance date.


On February 19, 2016, Jefferies entered into a demand loan margin financing facility ("Demand Loan Facility") in a maximum principal amount of $25.0 million to satisfy certain of its margin obligations. Interest is based on an annual rate equal to weighted average LIBOR as defined in the Demand Loan Facility agreement plus 150 basis points . There were no borrowings outstanding at September 30, 2016 .


In October 2015, Jefferies entered into a secured revolving loan facility ("Secured Revolving Loan Facility") whereby the lender agrees to make available a revolving loan facility in a maximum principal amount of $50.0 million in U.S. dollars to purchase eligible receivables that meet certain requirements as defined in the Secured Revolving Loan Facility agreement. Interest is based on an annual rate equal to the lesser of the LIBOR rate plus 3.75% or the maximum rate as defined in the Secured Revolving Loan Facility agreement.


The Bank of New York Mellon agrees to make revolving intraday credit advances ("Intraday Credit Facility") for an aggregate committed amount of $300.0 million in U.S. dollars. The Intraday Credit Facility contains a financial covenant, which includes a minimum regulatory net capital requirement. Interest is based on the higher of the Federal funds effective rate plus 0.5% or the prime rate. At September 30, 2016 , Jefferies was in compliance with debt covenants under the Intraday Credit Facility.



50



Note 14.  Long-Term Debt


The principal amount (net of unamortized discounts and premiums), stated interest rate and maturity date of outstanding debt at September 30, 2016 and December 31, 2015 are as follows (dollars in thousands):

September 30, 2016

December 31, 2015

Parent Company Debt:

Senior Notes:

5.50% Senior Notes due October 18, 2023, $750,000 principal

$

741,002


$

740,239


6.625% Senior Notes due October 23, 2043, $250,000 principal

246,615


246,583


Total long-term debt – Parent  Company

987,617


986,822


Subsidiary Debt (non-recourse to Parent Company):



Jefferies:



5.50% Senior Notes, due March 15, 2016, $0 and $350,000 principal

-


353,025


5.125% Senior Notes, due April 13, 2018, $800,000 principal

820,974


830,298


8.50% Senior Notes, due July 15, 2019, $700,000 principal

785,411


806,125


2.375% Euro Senior Notes, due May 20, 2020, $557,900 and $528,625 principal

555,962


526,436


6.875% Senior Notes, due April 15, 2021, $750,000 principal

827,601


838,765


2.25% Euro Medium Term Notes, due July 13, 2022, $4,463 and $4,229 principal

4,035


3,779


5.125% Senior Notes, due January 20, 2023, $600,000 principal

619,000


620,890


6.45% Senior Debentures, due June 8, 2027, $350,000 principal

378,292


379,711


3.875% Convertible Senior Debentures, due November 1, 2029, $345,000 principal

346,473


347,307


6.25% Senior Debentures, due January 15, 2036, $500,000 principal

512,481


512,730


6.50% Senior Notes, due January 20, 2043, $400,000 principal

421,415


421,656


Structured Notes (1)

211,094


-


National Beef Term Loan

283,750


310,000


National Beef Revolving Credit Facility

23,292


120,080


54 Madison Term Loans

275,095


116,211


Foursight Capital Credit Facilities

53,855


109,501


Other

125,914


117,246


Total long-term debt – subsidiaries

6,244,644


6,413,760


Long-term debt

$

7,232,261


$

7,400,582



(1) Includes $204.4 million at fair value at September 30, 2016 .


Subsidiary Debt :


Jefferies 3.875% Convertible Senior Debentures due 2029 are convertible into our common shares; each $1,000 are convertible into 22.7041 common shares (equivalent to a conversion price of approximately $44.04 ).  The debentures are convertible at the holders' option any time beginning on August 1, 2029 and convertible at any time if: 1) our common stock price is greater than or equal to 130% of the conversion price for at least 20 trading days in a period of 30 consecutive trading days; 2) if the trading price per debenture is less than 95% of the price of our common stock times the conversion ratio for any 10 consecutive trading days; 3) if the debentures are called for redemption; or 4) upon the occurrence of specific corporate actions.  The debentures may be redeemed for par, plus accrued interest, on or after November 1, 2012 if the price of our common stock is greater than 130% of the conversion price for at least 20 days in a period of 30 consecutive trading days and we may redeem the debentures for par, plus accrued interest, at our election any time on or after November 1, 2017.  Holders may require us to repurchase the debentures for par, plus accrued interest, on November 1, 2017, 2019 and 2024.  In addition to ordinary interest, commencing November 1, 2017, contingent interest will accrue at 0.375% if the average trading price of a debenture for 5 trading days ending on and including the third trading day immediately preceding a six-month interest period equals or exceeds $1,200 per $1,000 debenture.


During the nine months ended September 30, 2016 , Jefferies issued structured notes with a total principal amount of approximately $218.6 million . Certain of the 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 Accumulated other comprehensive income and changes in fair value resulting from non-credit components recognized in Principal transaction revenues.



51



In addition, on January 21, 2016, Jefferies issued $15.0 million of Class A Notes, due 2022, which bear interest at 6.75% per annum and $7.5 million of Class B Notes, due 2022, which bear interest at 13.45% per annum, secured by aircraft and related operating leases and which are non-recourse to Jefferies. In June 2016, the Class A Notes and the Class B Notes were repurchased and retired.


At September 30, 2016 , National Beef's credit facilities consisted of a term loan with an outstanding balance of $283.8 million and a revolving credit facility with a commitment of $285.0 million , both of which mature in October 2018.  The revolving credit facility commitment was voluntarily reduced by National Beef in the third quarter of 2016 from $375.0 million to $285.0 million . The term loan and the revolving credit facility bear interest at the Base Rate or the LIBOR Rate (as defined in the credit facility), plus a margin ranging from 0.75% to 2.75% depending upon certain financial ratios and the rate selected.  At September 30, 2016 , the interest rate on the outstanding term loan was 3.27%  and the interest rate on the outstanding revolving credit facility was 5.25% .  The credit facility contains a minimum tangible net worth covenant; at September 30, 2016 , National Beef met this covenant.  The credit facility is secured by a first priority lien on substantially all of the assets of National Beef and its subsidiaries.


Borrowings under the revolving credit facility are available for National Beef's working capital requirements, capital expenditures and other general corporate purposes.  Unused capacity under the facility can also be used to issue letters of credit; letters of credit aggregating $12.6 million were outstanding at September 30, 2016 .  Amounts available under the revolver are subject to a borrowing base calculation primarily comprised of receivable and inventory balances.  At September 30, 2016 , after deducting outstanding amounts and issued letters of credit, $247.7 million of the unused revolver was available to National Beef.

At September 30, 2016 , 54 Madison had $116.7 million of 6.0% term loan debt maturing in May 2017, $53.4 million of 6.0% term loan debt maturing in January 2018, $0.5 million of 3.5% term loan debt maturing in March 2019, $104.0 million of 5.5% term loan debt maturing in January 2020 and $0.5 million of 3.5% term loan debt maturing in January 2020. As discussed further in Note 24, the majority of the debt holders are also investors in 54 Madison.

At September 30, 2016 , Foursight Capital's credit facilities consisted of two warehouse credit commitments aggregating $200.0 million , which mature in March 2017 and December 2018. The 2017 credit facility bears interest based on the three-month LIBOR plus a credit spread fixed through its maturity and the 2018 credit facility bears interest based on the one-month LIBOR plus a credit spread fixed through its maturity. As a condition of the 2017 credit facility, Foursight Capital is obligated to maintain interest rate caps with a notional amount no less than the outstanding loan on any day, which was $30.7 million at September 30, 2016 .


Note 15.  Mezzanine Equity


Redeemable Noncontrolling Interests


Redeemable noncontrolling interests primarily relate to National Beef and are held by its minority owners, USPB, NBPCo Holdings and the chief executive officer of National Beef.  The holders of these interests share in the profits and losses of National Beef on a pro rata basis with us.  However, the minority owners have the right to require us to purchase their interests under certain specified circumstances at fair value (put rights), and we also have the right to purchase their interests under certain specified circumstances at fair value (call rights).  Each of the holders of the put rights has the right to make an election that requires us to purchase up to one-third of their interests on December 30, 2016, one-third on December 30, 2018, and the remainder on December 30, 2021.  In addition, USPB may elect to exercise their put rights following the termination of the cattle supply agreement, and the chief executive officer following the termination of his employment.


Our call rights with respect to USPB may be exercised following the termination of the cattle supply agreement or after USPB's ownership interest is less than 20% of their interest held at the time we acquired National Beef.  Our call rights with respect to other members may be exercised after the ten year anniversary of our acquisition of National Beef if such member's ownership interest is less than 50% of the interest held at the time we acquired National Beef.  Additionally, we may acquire the chief executive officer's interest following the termination of his employment.


Redeemable noncontrolling interests in National Beef are reflected in the Consolidated Statements of Financial Condition at fair value.  The following table reconciles National Beef's redeemable noncontrolling interests activity during the nine months ended September 30, 2016 and 2015 (in thousands):


52



2016

2015

As of January 1,

$

189,358


$

184,333


Income (loss) allocated to redeemable noncontrolling interests

40,225


(15,868

)

Distributions to redeemable noncontrolling interests

(18,460

)

-


Increase in fair value of redeemable noncontrolling interests

134,503


8,306


Balance, September 30,

$

345,626



$

176,771



At acquisition, we prepared a projection of future cash flows of National Beef, which was used along with other information to allocate the purchase price to National Beef's individual assets and liabilities.  At September 30, 2016 , we calculated the fair value of the redeemable noncontrolling interests by updating our estimate of future cash flows.  The projected future cash flows consider estimated revenue growth, cost of sales changes, capital expenditures and other unobservable inputs.  However, the most significant unobservable inputs affecting the estimate of fair value are the discount rate ( 10.0% ) and the terminal growth rate ( 2.0% ) used to calculate the capitalization rate of the terminal value.


The table below is a sensitivity analysis which shows the fair value of the redeemable noncontrolling interests using the assumed discount and the terminal growth rates and fair values under different rate assumptions as of September 30, 2016 (dollars in millions):

Discount Rates

Terminal Growth Rates

9.75%

10.00%

10.25%

1.75

%

$

350.9


$

340.2


$

330.1


2.00

%

$

356.8


$

345.6


$

335.1


2.25

%

$

363.1


$

351.4


$

340.5



The projection of future cash flows is updated with input from National Beef personnel.  The estimate is reviewed by personnel at our corporate office as part of the normal process for the preparation of our quarterly and annual financial statements.


At September 30, 2016 , redeemable noncontrolling interests also include the noncontrolling interest in a business acquired by Conwed Plastics of $0.5 million .


Mandatorily Redeemable Convertible Preferred Shares


In connection with our acquisition of Jefferies in March 2013, we issued a new series of 3.25% Cumulative Convertible Preferred Shares ("Preferred Shares") ( $125.0 million at mandatory redemption value) in exchange for Jefferies outstanding 3.25% Series A-1 Cumulative Convertible Preferred Stock.  The Preferred Shares have a 3.25% annual, cumulative cash dividend and are currently convertible into 4,162,200 common shares, an effective conversion price of $30.03 per share.  The Preferred Shares are callable beginning in 2023 at a price of $1,000 per share plus accrued interest and are mandatorily redeemable in 2038.


Note 16.  Stock-Based Compensation Plans


Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units ("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 executives 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 it is determined that it is probable that the performance condition will be achieved. Awards granted to senior executives related to the 2015 fiscal year did not meet performance targets, and as a result, compensation expense has been adjusted to reflect the reduced number of shares that have vested.


Senior Executive Compensation Plan. On February 19, 2016, the Compensation Committee of our Board of Directors approved an executive compensation plan for our CEO and our President (together, our "Senior Executives") that will be based on performance metrics achieved over a three -year period from 2016 through 2018. The Compensation Committee eliminated cash incentive bonuses for 2016 and 100% of each of our CEO and President's compensation beyond their base salaries will be composed entirely of performance based RSUs that will vest at the end of 2018 if certain performance criteria are met. Any vested RSUs will be


53



subject to a post-vesting, three -year holding period such that no vested RSUs can be sold or transferred until the first quarter of 2022.


Performance-vesting of the award will be based equally on the compound annual growth rates of Leucadia's Total Shareholder Return ("TSR"), which will be measured from the December 31, 2015 stock price of $17.39 , and Leucadia's Return on Tangible Deployable Equity ("ROTDE"), the annual, two- and three-year results of which will be used to determine vesting. TSR is based on annualized rate of return reflecting price appreciation plus reinvestment of dividends and distributions to shareholders. ROTDE is net income adjusted for amortization of intangible assets divided by tangible book value at the beginning of year adjusted for intangible assets and deferred tax assets.


If Leucadia's TSR and ROTDE annual compound growth rates are less than 4% , our Senior Executives will not receive any incentive compensation. If Leucadia's TSR and ROTDE grow between 4% and 8% on a compounded basis over the three -year measurement period, each of our Senior Executives will be eligible to receive between 846,882 and 1,693,766 RSUs. If TSR and ROTDE growth rates are greater than 8% , our Senior Executives are eligible to receive up to 50% additional incentive compensation on a pro rata basis up to 12% growth rates. When determining whether RSUs will vest, the calculation will be weighted equally between TSR and ROTDE. If TSR growth was below minimum thresholds, but ROTDE growth was above minimum thresholds, our Senior Executives would still be eligible to receive some number of vested RSUs based on ROTDE growth. The TSR award contains a market condition and compensation expense is recognized over the service period and will not be reversed if the market condition is not met. The ROTDE award contains a performance condition and compensation expense is recognized over the service period if it is determined that it is probable that the performance condition will be achieved.


Former Stock-Based Compensation Plans. Prior to the acquisition of Jefferies, we had two share-based compensation plans: a fixed stock option plan and a senior executive warrant plan.  The fixed stock option plan provided for the issuance of stock options and stock appreciation rights to non-employee directors and certain employees at not less than the fair market value of the underlying stock at the date of grant.  Options granted to employees under this plan were intended to qualify as incentive stock options to the extent permitted under the Internal Revenue Code and became exercisable in five equal annual installments starting one year from date of grant.  Options granted to non-employee directors became exercisable in four equal annual installments starting one year from date of grant.  No stock appreciation rights have been granted.  In March 2014, we ceased issuing options and rights under our option plan. No shares remain available for future issuances under our option plan or warrant plan. At September 30, 2016 , 653,658 of our common shares were reserved for stock options.

Senior Executive Warrant Plan.   The warrants to purchase 2,000,000 common shares that were granted in 2011 to each of our then Chairman and then President expired during the first quarter of 2016.

Stock-Based Compensation Expense. Compensation and benefits expense included $8.9 million and $19.0 million for the three months ended September 30, 2016 and 2015 , respectively, and $24.9 million and $71.9 million for the nine months ended September 30, 2016 and 2015 , respectively, for share-based compensation expense relating to grants made under our share-based compensation plans.  Total compensation cost includes the amortization of sign-on, retention and senior executive awards, less forfeitures and clawbacks.  The total tax benefit recognized in results of operations related to share-based compensation expenses was $3.3 million and $7.2 million for the three months ended September 30, 2016 and 2015 , respectively, and $9.2 million and $26.5 million for the nine months ended September 30, 2016 and 2015 , respectively.  As of September 30, 2016 , total unrecognized compensation cost related to nonvested share-based compensation plans was $50.0 million ; this cost is expected to be recognized over a weighted-average period of 1.7 years.


The net tax detriment related to share-based compensation plans recognized in additional paid-in capital was $4.2 million and $5.5 million during the nine months ended September 30, 2016 and 2015 , respectively, and was not significant during the three months ended September 30, 2016 and 2015 .  Cash flows resulting from tax deductions in excess of the grant date fair value of share-based awards are included in cash flows from financing activities; accordingly, we reflected the excess tax benefit related to share-based compensation in cash flows from financing activities. Such amounts for the three and nine months ended September 30, 2016 and 2015 were not significant.


At September 30, 2016 , there were 1,510,000 shares of restricted stock outstanding with future service required, 3,469,000 RSUs outstanding with future service required, 10,979,000 RSUs outstanding with no future service required and 794,000 shares issuable under other plans.  Excluding shares issuable pursuant to outstanding stock options, the maximum potential increase to common shares outstanding resulting from these outstanding awards is 15,242,000 .




54



Note 17.  Accumulated Other Comprehensive Income


Activity in accumulated other comprehensive income is reflected in the Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Changes in Equity but not in the Consolidated Statements of Operations.  A summary of accumulated other comprehensive income, net of taxes at September 30, 2016 and December 31, 2015 is as follows (in thousands):

September 30, 2016

December 31, 2015

Net unrealized gains on available for sale securities

$

560,419


$

557,601


Net unrealized foreign exchange losses

(140,557

)

(63,248

)

Net change in instrument specific credit risk

(4,771

)

-


Net minimum pension liability

(54,410

)

(55,560

)

$

360,681



$

438,793



For the nine months ended September 30, 2016 and 2015 , significant amounts reclassified out of accumulated other comprehensive income to net income (loss) are as follows (in thousands):

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from

 Accumulated Other

 Comprehensive Income

Affected Line Item in the

Consolidated Statements

of Operations

2016

2015

Net unrealized gains on available for sale securities, net of income tax provision of $5 and $5,230

$

8


$

9,419


Net realized securities gains

Amortization of defined benefit pension plan actuarial gains (losses), net of income tax benefit of $(526) and $(1,959)

(1,150

)

(3,772

)

Compensation and benefits, which includes pension expense. See Note 18 to our consolidated financial statements for information on this component.

Total reclassifications for the period, net of tax

$

(1,142

)


$

5,647




55



Note 18.  Pension Plans


The following table summarizes the components of net periodic pension cost charged to operations for the three and nine months ended September 30, 2016 and 2015 (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016

2015

2016

2015

Components of net periodic pension cost:

Interest cost

$

2,258


$

3,472


$

6,774


$

10,416


Expected return on plan assets (1)

(1,897

)

(2,690

)

(5,694

)

(8,071

)

Actuarial losses

560


1,911


1,677


5,730


Net periodic pension cost

$

921



$

2,693


$

2,757


$

8,075



(1) In connection with a lump sum buyout completed in the fourth quarter of 2015, pension assets decreased by approximately $110.7 million .


$18.9 million of employer contributions were paid during the nine months ended September 30, 2016 . $0.2 million of additional employer contributions are expected to be paid in 2016 .


Other


We have defined contribution pension plans covering certain employees.  Contributions and costs are a percent of each covered employee's salary.  Amounts charged to expense related to such plans were not significant for the 2016 and 2015 periods.


Note 19.  Income Taxes


The aggregate amount of gross unrecognized tax benefits related to uncertain tax positions at September 30, 2016 was $195.1 million (including $46.1 million for interest), of which $144.4 million related to Jefferies.  If recognized, such amounts would lower our effective tax rate.


The statute of limitations with respect to our federal income tax returns has expired for all years through 2012.  We are currently under examination by the Internal Revenue Service for tax year ended 2013. Our New York State and New York City income tax returns are currently being audited for the 2012 to 2014 period and the 2011 to 2012 period, respectively.  Prior to becoming a wholly-owned subsidiary, Jefferies filed a consolidated U.S. federal income tax return with its qualifying subsidiaries and was subject to income tax in various states, municipalities and foreign jurisdictions.  Jefferies is currently under examination by the Internal Revenue Service and other major tax jurisdictions.  The statute of limitations with respect to Jefferies U.S. federal income tax returns, U.K. tax returns, and Hong Kong tax returns has expired for all years through 2006, 2013 and 2008, respectively.


We do not expect that resolution of these examinations will have a significant effect on our consolidated financial position, but could have a significant impact on the consolidated results of operations for the period in which resolution occurs.


For the three months ended September 30, 2016 and 2015 , the provision (benefit) for income taxes includes $0.5 million and $1.2 million , respectively, for state income taxes and $1.6 million and $2.3 million , respectively, for foreign taxes. For the nine months ended September 30, 2016 and 2015 , the provision (benefit) for income taxes includes $14.6 million and $10.8 million , respectively, for state income taxes and $2.4 million and $5.0 million , respectively, for foreign taxes.



56



Note 20.  Earnings (Loss) Per Common Share


Basic and diluted earnings (loss) per share amounts were calculated by dividing net income (loss) by the weighted average number of common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings (loss) per share are as follows for the three and nine months ended September 30, 2016 and 2015 (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Numerator for earnings (loss) per share:

Net income (loss) attributable to Leucadia National Corporation common shareholders

$

154,358


$

(173,173

)

$

(11,233

)

$

223,992


Allocation of earnings to participating securities (1)

(2,060

)

-


-


(3,871

)

Net income (loss) attributable to Leucadia National Corporation common shareholders for basic earnings (loss) per share

152,298


(173,173

)

(11,233

)

220,121


Adjustment to allocation of earnings to participating securities related to diluted shares (1)

6


-


-


(24

)

Mandatorily redeemable convertible preferred share dividends

1,016


-


-


-


Net income (loss) attributable to Leucadia National Corporation common shareholders for diluted earnings (loss) per share

$

153,320



$

(173,173

)

$

(11,233

)

$

220,097


Denominator for earnings (loss) per share:





Denominator for basic earnings (loss) per share – weighted average shares

370,404


372,547


371,814


373,181


Stock options

1


-


-


6


Warrants

-


-


-


-


Mandatorily redeemable convertible preferred shares

4,162


-


-


-


3.875% Convertible Senior Debentures

-


-


-


-


Denominator for diluted earnings (loss) per share

374,567



372,547


371,814


373,187



(1)

Represents dividends declared during the period on participating securities plus an allocation of undistributed earnings to participating securities.  Net losses are not allocated to participating securities.  Participating securities represent restricted stock and RSUs for which requisite service has not yet been rendered and amounted to weighted average shares of 5,009,500 and 6,320,200 for the three months ended September 30, 2016 and 2015 , respectively, and 4,859,900 and 6,641,100 for the nine months ended September 30, 2016 and 2015 , respectively.  Dividends declared on participating securities were $0.3 million and $0.4 million during the three months ended September 30, 2016 and 2015 , respectively, and $0.9 million and $1.2 million during nine months ended September 30, 2016 and 2015 , respectively.  Undistributed earnings are allocated to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.


Options to purchase 647,300 and 905,000 weighted-average shares of common stock were outstanding during the three months ended September 30, 2016 and 2015 , respectively, and 660,000 and 1,074,200 weighted-average shares of common stock were outstanding during the nine months ended September 30, 2016 and 2015 , respectively, but were not included in the computation of diluted per share amounts as the effect was antidilutive.


In the table above, the denominator for diluted earnings (loss) per share does not include weighted-average common shares of 4,000,000 during the three months ended September 30, 2015 and 1,200,000 and 4,000,000 , respectively, during the nine months ended September 30, 2016 and 2015 , related to outstanding warrants to purchase common shares at $33.33 per share, as the effect was antidilutive. The warrants expired in the first quarter of 2016.


For the three and nine months ended September 30, 2016 and 2015 , shares related to the 3.875% Convertible Senior Debentures were not included in the computation of diluted per share amounts as the conversion price exceeded the average market price. For the three months ended September 30, 2015 and the nine months ended September 30, 2016 and 2015 , shares related to the


57



mandatorily redeemable convertible preferred shares were not included in the computation of diluted per share amounts as the effect was antidilutive.


Note 21.  Commitments, Contingencies and Guarantees


Commitments


The following table summarizes commitments associated with certain business activities (in millions):

Expected Maturity Date

2016

2017

2018

and

2019

2020

and

2021

2022

and

Later

Maximum

Payout

Commitments:

Equity commitments (1)

$

32.9


$

42.3


$

16.4


$

13.9


$

223.5


$

329.0


Loan commitments (1)

-


317.6


87.2


54.4


-


459.2


Mortgage-related and other purchase commitments

838.0


263.2


1,265.2


21.6


-


2,388.0


Underwriting commitments

-


223.2


-


-


-


223.2


Forward starting reverse repos and repos

166.3


-


-


-


-


166.3


Other unfunded commitments (1)

65.8


142.6


26.8


5.1


32.3


272.6


$

1,103.0



$

988.9



$

1,395.6



$

95.0



$

255.8



$

3,838.3



(1)

Equity commitments, loan commitments and other unfunded commitments are presented by contractual maturity date.  The amounts are however mostly available on demand.


Equity Commitments.   Equity commitments include commitments to invest in Jefferies joint ventures, Jefferies Finance and Jefferies LoanCore, and commitments to invest in private equity funds and in Jefferies Capital Partners, LLC, the manager of the private equity funds, which are managed by a team led by Brian P. Friedman, our President and a Director.  As of September 30, 2016 , Jefferies outstanding commitments relating to Jefferies Capital Partners, LLC and its private equity funds were $23.1 million .


Our equity commitments also include our commitment to invest in 54 Madison, a fund which targets real estate projects. We plan to invest a cumulative total of $225.0 million to this fund, of which we have already contributed $87.9 million . Capital commitments are contingent upon approval of the related investment by the investment committee, which we control. Through September 30, 2016 , approved unfunded commitments totaled $50.2 million .


See Note 9 for additional information regarding Jefferies investments in Jefferies Finance and Jefferies LoanCore.


Additionally, as of September 30, 2016 , we have other equity commitments to invest up to $48.7 million in various other investments.


Loan Commitments. From time to time Jefferies makes commitments to extend credit to investment banking and other clients in loan syndication, acquisition finance and securities transactions and to SPE sponsors in connection with the funding of CLO and other asset-backed transactions.  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.  As of September 30, 2016 , Jefferies has $192.9 million of outstanding loan commitments to clients.


Loan commitments outstanding as of September 30, 2016 , also include Jefferies portion of the outstanding secured revolving credit facility provided to Jefferies Finance to support loan underwritings by Jefferies Finance. At September 30, 2016 , $0.0 of Jefferies $250.0 million commitment was funded.


In August 2014, we and Solomon Kumin established Folger Hill Asset Management LLC ("Folger Hill"); we committed to provide Folger Hill with a three -year, $20 million revolving credit facility to fund its start-up and initial operating expenses.  As of September 30, 2016 , $8.8 million has been provided to Folger Hill under the revolving credit facility.


Mortgage-Related and Other Purchase Commitments.   Jefferies enters into forward contracts to purchase mortgage participation certificates, mortgage-backed securities and consumer loans.  The mortgage participation certificates evidence interests in mortgage


58



loans insured by the Federal Housing Administration and the mortgage-backed securities are insured or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.  Jefferies frequently securitizes the mortgage participation certificates and mortgage-backed securities.  The fair value of mortgage-related and other purchase commitments recorded in the Consolidated Statement of Financial Condition at September 30, 2016 was $185.2 million .


Underwriting Commitments. In connection with investment banking activities, Jefferies may from time to time provide underwriting commitments to our clients in connection with capital raising transactions.


Forward Starting Reverse Repos and Repos.   Jefferies enters 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 to provide financing to asset-backed and CLO vehicles. Upon advancing funds, drawn amounts are collateralized by the assets of an entity.


Contractual commitments. In March 2016, Jefferies entered into a lease agreement for office space in London. Beginning in fiscal 2020, Jefferies will have a contractual obligation to pay approximately £8.1 million per year for 18 years. This commitment is excluded from the table above.


Contingencies


We and our subsidiaries are parties to legal and regulatory proceedings that are considered to be either ordinary, routine litigation incidental to their business or not significant to our consolidated financial position.  We and our subsidiaries 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 do not believe that any of these actions will have a significant adverse effect on our consolidated financial position or liquidity, but any amounts paid could be significant to results of operations for the period.


Guarantees

Derivative Contracts.   Jefferies dealer activities cause it to make markets and trade in a variety of derivative instruments. Certain derivative contracts that Jefferies has entered into meet the accounting definition of a guarantee under 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 Jefferies 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 GAAP as of September 30, 2016 (in millions) :

Expected Maturity Date

Guarantee Type

2016

2017

2018

and

2019

2020

and

2021

2022

and

Later

Notional/

Maximum

Payout

Derivative contracts – non-credit related

$

20,564.3


$

5,702.8


$

377.9


$

-


$

437.4


$

27,082.4


Written derivative contracts – credit related

-


-


91.7


258.7


-


350.4


Total derivative contracts

$

20,564.3



$

5,702.8



$

469.6



$

258.7



$

437.4



$

27,432.8



The external credit ratings of the underlying or referenced assets for our credit related derivatives contracts as of September 30, 2016 (in millions):


59



External Credit Rating

AAA/

Aaa

AA/

Aa

A

BBB/Baa

Below

Investment

Grade

Unrated

Notional/

Maximum

Payout

Credit related derivative contracts:


Index credit default swaps

$

24.0


$

-


$

-


$

83.7


$

-


$

-


$

107.7


Single name credit default swaps

$

-


$

-


$

59.9


$

38.6


$

144.2


$

-


$

242.7



The derivative contracts deemed to meet the definition of a guarantee under 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).  Jefferies substantially mitigates its exposure to market risk on these contracts through hedges, such as other derivative contracts and/or cash instruments and Jefferies manages the risk associated with these contracts in the context of its overall risk management framework.  Jefferies believes notional amounts overstate its expected payout and that fair value of these contracts is a more relevant measure of its obligations.  The fair value of derivative contracts meeting the definition of a guarantee is approximately $320.3 million as of September 30, 2016 .


Berkadia.   We have agreed to reimburse Berkshire Hathaway for up to one-half of any losses incurred under a $2.5 billion surety policy securing outstanding commercial paper issued by an affiliate of Berkadia.  As of September 30, 2016 , the aggregate amount of commercial paper outstanding was $1.47 billion .

Loan Guarantee . Jefferies has provided a guarantee to Jefferies Finance that matures in January 2021, whereby Jefferies is required to make certain payments to a SPE sponsored by Jefferies Finance in the event that Jefferies Finance is unable to meet its obligations to the SPE and a guarantee of a credit agreement with an indefinite term for a fund owned by employees. At September 30, 2016 , the maximum amount payable under these guarantees is $21.3 million .

Other Guarantees.   Jefferies is a member of various exchanges and clearing houses.  In the normal course of business Jefferies provides guarantees to securities clearinghouses and exchanges.  These guarantees generally are required under the standard membership agreements, such that members are required to guarantee the performance of other members.  Additionally, if a member becomes unable to satisfy its obligations to the clearinghouse, other members would be required to meet these shortfalls.  To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral.  Jefferies obligations under such guarantees could exceed the collateral amounts posted.  Jefferies maximum potential liability under these arrangements cannot be quantified; however, the potential for Jefferies to be required to make payments under such guarantees is deemed remote.  Accordingly, no liability has been recognized for these arrangements.

Indemnification.   In connection with the 2013 sale of Empire Insurance Company, we agreed to indemnify the buyer for certain of Empire's lease obligations that were assumed by another subsidiary of ours as part of the sale of Empire.  Our subsidiary was subsequently sold in 2014 to HomeFed as part of the real estate transaction with HomeFed.  Although HomeFed has agreed to indemnify us for these lease obligations, our indemnification obligation under the Empire transaction remains.  The primary lease expires in 2018 and the aggregate amount of lease obligation as of September 30, 2016 was approximately $23.7 million . Substantially all of the space under the primary lease has been sublet to various third-party tenants for the full length of the lease term in amounts in excess of the obligations under the primary lease.


Standby Letters of Credit.   At September 30, 2016 , Jefferies provided guarantees to certain counterparties in the form of standby letters of credit in the amount of $36.5 million , which expire within one year.  Standby letters of credit commit Jefferies 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.


Other subsidiaries of ours have outstanding letters of credit aggregating $13.7 million at September 30, 2016 .


Note 22.  Net Capital Requirements


Jefferies operates broker-dealers registered with the SEC and member firms of the Financial Industry Regulatory Authority ("FINRA").  Jefferies LLC and Jefferies Execution are subject to the Securities and Exchange Commission Uniform Net Capital Rule ("Rule 15c3-1"), which requires the maintenance of minimum net capital and have elected to calculate minimum capital requirements under the alternative method as permitted by Rule 15c3-1 in calculating net capital. Jefferies, as a dually-registered


60



U.S. broker-dealer and futures commission merchant ("FCM") and is 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.


Jefferies LLC and Jefferies Execution's net capital and excess net capital as of September 30, 2016 were as follows (in thousands):

Net Capital

Excess

Net Capital

Jefferies LLC

$

1,424,378


$

1,340,682


Jefferies Execution

7,330


7,080


FINRA is the designated self-regulatory organization ("DSRO") for our U.S. broker-dealers and the National Futures Association is the DSRO for Jefferies as an FCM.


Certain other U.S. and non-U.S. subsidiaries of Jefferies 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.


The regulatory capital requirements referred to above may restrict our ability to withdraw capital from our regulated subsidiaries. Some of our other consolidated subsidiaries also have credit agreements which may restrict the payment of cash dividends, or the ability to make loans or advances to the parent company.


Note 23.  Other Fair Value Information


The carrying amounts and estimated fair values of our principal financial instruments that are not recognized at fair value on a recurring basis are as follows (in thousands):

September 30, 2016

December 31, 2015

Carrying

Amount

Fair

Value

Carrying

Amount

Fair

Value

Receivables:

Notes and loans receivable (1)

$

821,281


$

822,050


$

488,690


$

490,208


Financial Liabilities:





Short-term borrowings (2)

432,235


432,235


310,659


310,659


Long-term debt (2)

7,027,839


7,251,037


7,400,582


7,299,405



(1)

Notes and loans receivable:  The fair values are primarily measured using Level 2 and 3 inputs principally based on discounted future cash flows using market interest rates for similar instruments.

(2)

Short-term borrowings and long-term debt:  The fair values of short-term borrowings are estimated to be the carrying amount.  The fair values of non-variable rate debt are estimated using quoted prices and estimated rates that would be available for debt with similar terms.  The fair value of variable rate debt is estimated to be the carrying amount.


Note 24.  Related Party Transactions


Jefferies Capital Partners Related Funds. Jefferies has equity investments in the JCP Manager and in private equity funds, which are managed by a team led by Brian P. Friedman, our President and a Director ("Private Equity Related Funds").  Reflected in our Consolidated Statements of Financial Condition at September 30, 2016 and December 31, 2015 are Jefferies equity investments in Private Equity Related Funds of $38.4 million and $39.6 million , respectively.  Net gains (losses) aggregating $6.0 million and $(3.5) million for the three months ended September 30, 2016 and 2015 , respectively, and $(1.7) million and $(27.7) million for the nine months ended September 30, 2016 and 2015 , respectively, were recorded related to the Private Equity Related Funds.  For further information regarding our commitments and funded amounts to the Private Equity Related Funds, see Note 21 .


Berkadia Commercial Mortgage, LLC. At September 30, 2016 and December 31, 2015 , Jefferies has commitments to purchase $685.0 million and $752.4 million , respectively, in agency commercial mortgage-backed securities from Berkadia.



61



HRG Group, Inc.   As part of Jefferies loan secondary trading activities, it had unsettled purchases and sales of loans pertaining to portfolio companies within funds managed by HRG of $261.6 million at December 31, 2015 .  Our Chairman also serves as HRG's Chairman.

Officers, Directors and Employees.   We have $43.0 million and $28.3 million of loans outstanding to certain employees (none of whom are an executive officer or director of the Company) at September 30, 2016 and December 31, 2015 , respectively.  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.  At September 30, 2016 and December 31, 2015 , Jefferies provided a guarantee of a credit agreement for a private equity fund owned by Jefferies employees.


National Beef.  National Beef participates in a cattle supply agreement with a minority owner and holder of a redeemable noncontrolling interest in National Beef.  Under this agreement National Beef has agreed to purchase 735,385 head of cattle each year (subject to adjustment), from the members of the minority owner, with prices based on those published by the U.S. Department of Agriculture, subject to adjustments for cattle performance.  National Beef obtained approximately 26% and 28% of its cattle requirements under this agreement during the nine months ended September 30, 2016 and 2015 , respectively.


National Beef also enters into transactions with an affiliate of another minority owner and holder of a redeemable noncontrolling interest in National Beef to buy and sell a limited number of beef products.  During the nine months ended September 30, 2016 , sales to this affiliate were $22.7 million and purchases were $10.6 million .  During the nine months ended September 30, 2015 , sales to this affiliate were $24.4 million and purchases were $11.1 million .  At September 30, 2016 and December 31, 2015 , amounts due from and payable to these related parties were not significant. 


HomeFed.   During 2014, we sold to HomeFed substantially all of our real estate properties and operations as well as cash of approximately $14.0 million , in exchange for 7,500,000 newly issued unregistered HomeFed common shares.  As discussed in Note 9, as a result of a 1998 distribution to all of our shareholders, approximately 4.8% of HomeFed is beneficially owned by our Chairman at September 30, 2016 .  Our Chairman also serves as HomeFed's Chairman and our President is a Director of HomeFed.

54 Madison. At September 30, 2016 and December 31, 2015 , approximately $229.2 million and $115.7 million , respectively, of long-term debt held by 54 Madison is owed to minority owners of 54 Madison. The interest rate on these long-term notes range between 5.5% and 6.0% .

The employees of the asset manager of 54 Madison and employees of certain asset managers of 54 Madison's investments are also employees of Leucadia. These employees are also minority owners of 54 Madison.

In the first quarter of 2016, 54 Madison purchased the equity interests in a real estate investment from a minority owner of 54 Madison for $86.5 million .

See Note 9 for information on transactions with Jefferies Finance and Jefferies LoanCore.


Note 25.  Segment Information

Our operating segments consist of our consolidated businesses, which offer different products and services and are managed separately.  Our reportable segments, based on qualitative and quantitative requirements, are Jefferies, National Beef, and Corporate and other.  Jefferies is a global full-service, integrated securities and investment banking firm.  National Beef processes and markets fresh boxed beef, case-ready beef, beef by-products and wet blue leather for domestic and international markets. 

Corporate and other assets primarily consist of financial instruments owned, the deferred tax asset (exclusive of Jefferies deferred tax asset), cash and cash equivalents and Corporate and other revenues primarily consist of interest, other income and net realized securities gains and losses.  We do not allocate Corporate and other revenues or overhead expenses to the operating units.

All other consists of our other financial services businesses and investments and our other merchant banking businesses and investments.  Our other financial services businesses and investments include the Leucadia Asset Management platform, specialty finance companies, the commercial mortgage banking investment, the investment in HomeFed and the investment in FXCM.  Our other merchant banking businesses and investments primarily include manufacturing, oil and gas exploration and development, real estate, and our investments in HRG, fixed wireless broadband services, automobile dealerships, and our gold and silver mining project.


62



Certain information concerning our segments for the three and nine months ended September 30, 2016 and 2015 is presented in the following table.  Consolidated subsidiaries are reflected as of the date a majority controlling interest was acquired.  As discussed above, Jefferies is reflected in our consolidated financial statements utilizing a one month lag.

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

(In thousands)

Net Revenues:

Reportable Segments:

Jefferies

$

656,496


$

580,484


$

1,678,212


$

1,964,356


National Beef

1,747,042


1,864,030


5,180,127


5,714,914


Corporate and other

1,006


2,572


78,354


36,732


Total net revenues related to reportable segments

2,404,544



2,447,086


6,936,693


7,716,002


All other (1)

271,831


(80,990

)

380,146


695,240


Intercompany eliminations (2)

-


-


-


(21,000

)

Total consolidated net revenues

$

2,676,375



$

2,366,096


$

7,316,839


$

8,390,242


Income (loss) before income taxes:





Reportable Segments:





Jefferies

$

83,190


$

3,337


$

(55,127

)

$

107,606


National Beef

108,269


(31,680

)

192,533


(74,665

)

Corporate and other

(16,619

)

(25,590

)

23,926


(30,737

)

Income (loss) before income taxes related to reportable segments

174,840



(53,933

)

161,332


2,204


All other (1)

89,791


(195,271

)

(29,769

)

385,651


Parent Company interest

(14,722

)

(22,981

)

(44,155

)

(72,470

)

Total consolidated income (loss) before income taxes

$

249,909



$

(272,185

)

$

87,408


$

315,385


Depreciation and amortization expenses:





Reportable Segments:





Jefferies

$

16,108


$

24,165


$

45,331


$

68,741


National Beef

23,100


22,529


68,511


66,397


Corporate and other

867


923


2,754


2,826


Total depreciation and amortization expenses related to reportable segments

40,075



47,617


116,596


137,964


All other

12,616


10,849


36,474


28,182


Total consolidated depreciation and amortization expenses

$

52,691



$

58,466


$

153,070


$

166,146


(1)

All other revenue and income (loss) before income taxes include realized and unrealized gains (losses) relating to our investment in FXCM of $42.8 million and $(113.2) million for the three months ended September 30, 2016 and 2015 , respectively, and $(58.3) million and $461.3 million for the nine months ended September 30, 2016 and 2015 , respectively.

(2)

Revenue intercompany elimination for the nine months ended September 30, 2015 relates to investment banking and advisory fee paid to Jefferies in connection with our entering into the agreement with FXCM.


Interest expense classified as a component of Net revenues relates to Jefferies.  For the three months ended September 30, 2016 and 2015 , interest expense classified as a component of Expenses was primarily comprised of National Beef ( $3.0 million and $3.9 million , respectively) and parent company interest ( $14.7 million and $23.0 million , respectively). For the nine months ended September 30, 2016 and 2015 , interest expense classified as a component of Expenses was primarily comprised of National Beef ( $10.7 million and $12.6 million , respectively) and parent company interest ( $44.2 million and $72.5 million , respectively).


63



Note 26.  Exit Costs


Jefferies Bache.  On April 9, 2015, Jefferies entered into an agreement with Société Générale S.A. (the "Agreement") to transfer certain client exchange and over-the-counter transactions associated with Jefferies Bache business for the net book value of the over-the-counter transactions, calculated in accordance with certain principles set forth in the Agreement, plus the repayment of certain margin loans in respect of certain exchange transactions.  In addition, Jefferies initiated a plan to substantially exit the remaining aspects of the business, which was completed during the second quarter of 2016. The pre-tax losses of the Jefferies Bache business were $1.9 million for the nine months ended September 30, 2016 and $64.1 million and $114.8 million for the three and nine months ended September 30, 2015 , respectively.


In addition, Jefferies terminated its $750.0 million Credit Facility on July 31, 2015. During the three and nine months ended September 30, 2015 , Jefferies recognized costs of $2.7 million and $3.8 million , respectively, related to Credit Facility.


During the three and nine months ended September 30, 2016 and 2015 , Jefferies recorded restructuring and impairment costs as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016

2015

2016

2015

Severance costs

$

-


$

11,373


$

279


$

26,932


Accelerated amortization of restricted stock and restricted cash awards

-


2,442


41


6,902


Accelerated amortization of capitalized software

-


6,719


-


12,979


Contract termination costs

-


11,216


1,234


11,216


Selling, general and other expenses

-


1,523


300


3,814


Total

$

-


$

33,273


$

1,854


$

61,843



Severance costs and amortization of restricted stock and restricted cash awards are recorded as Compensation and benefits, amortization of capitalized software is recorded as Depreciation and amortization and contract termination costs are recorded as Selling, general and other expenses on the Consolidated Statements of Operations.


The following summarizes Jefferies restructuring reserve activity (in thousands):

Severance costs

Other costs

Contract termination costs

Total restructuring costs

Accelerated amortization of restricted stock and restricted cash awards

Total

Balance at December 31, 2015

$

4,805


$

-


$

-


$

4,805


Expenses

279


300


1,234


1,813


$

41


$

1,854


Payments

(5,084

)

(300

)

(1,234

)

(6,618

)

Liability at September 30, 2016

$

-


$

-


$

-


$

-



64



Item 2 .

Management's Discussion and Analysis of Financial Condition and Results of Operations .


Statements included in this report may contain forward-looking statements.  See "Cautionary Statement for Forward-Looking Information" below.  The following should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations, Risk Factors and the description of our businesses included in our Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 10-K").



Results of Operations

We invest in a broad variety of businesses and focus on long-term value creation.  We have changes from time to time in the mix of our businesses and investments.  Our investments may be reflected in our consolidated results as consolidated subsidiaries, equity investments, receivables, securities, or in other ways, depending on the structure of our specific holdings.  Further, as our investments span a number of industries, each may be impacted by different factors.  For these reasons, our pre-tax income is not predictable or necessarily comparable from period to period.

A summary of results for the three months ended September 30, 2016 is as follows (in thousands):

Jefferies

National Beef

Other Financial Services Businesses and Investments

Other Merchant Banking Businesses and Investments

Corporate and Other

Parent Company Interest

Total

Net revenues

$

656,496


$

1,747,042


$

54,742


$

217,089


$

1,006


$

-


$

2,676,375


Expenses:

Cost of sales

-


1,595,671


-


93,422


-


-


1,689,093


Compensation and benefits

376,438


9,660


15,100


7,334


10,183


-


418,715


Floor brokerage and clearing fees

40,189


-


-


-


-


-


40,189


Interest

-


2,967


4,596


836


-


14,722


23,121


Depreciation and amortization

16,108


23,100


3,882


8,734


867


-


52,691


Selling, general and other expenses

140,571


7,375


13,826


70,569


6,819


-


239,160


Total expenses

573,306


1,638,773


37,404


180,895


17,869


14,722


2,462,969


Income (loss) before income taxes and income related to associated companies

83,190


108,269


17,338


36,194


(16,863

)

(14,722

)

213,406


Income related to associated companies

-


-


27,806


8,453


244


-


36,503


Income (loss) before income taxes

$

83,190


$

108,269


$

45,144


$

44,647


$

(16,619

)

$

(14,722

)

$

249,909



65



A summary of results for the nine months ended September 30, 2016 is as follows (in thousands):

Jefferies

National Beef

Other Financial Services Businesses and Investments

Other Merchant Banking Businesses and Investments

Corporate and Other

Parent Company Interest

Total

Net revenues

$

1,678,212


$

5,180,127


$

(71,338

)

$

451,484


$

78,354


$

-


$

7,316,839


Expenses:



Cost of sales

-


4,856,045


-


257,470


-


-


5,113,515


Compensation and benefits

1,141,873


28,628


44,292


22,083


29,337


-


1,266,213


Floor brokerage and clearing fees

124,259


-


-


-


-


-


124,259


Interest

-


10,730


10,988


2,272


-


44,155


68,145


Depreciation and amortization

45,331


68,511


9,973


26,501


2,754


-


153,070


Selling, general and other expenses

421,876


23,680


31,806


111,898


23,414


-


612,674


Total expenses

1,733,339


4,987,594


97,059


420,224


55,505


44,155


7,337,876


Income (loss) before income taxes and income related to associated companies

(55,127

)

192,533


(168,397

)

31,260


22,849


(44,155

)

(21,037

)

Income related to associated companies

-


-


86,121


21,247


1,077


-


108,445


Income (loss) before income taxes

$

(55,127

)

$

192,533


$

(82,276

)

$

52,507


$

23,926


$

(44,155

)

$

87,408


A summary of results for the three months ended September 30, 2015 is as follows (in thousands):

Jefferies

National Beef

Other Financial Services Businesses and Investments

Other Merchant Banking Businesses and Investments

Corporate and Other

Parent Company Interest

Total

Net revenues

$

580,484


$

1,864,030


$

(147,240

)

$

66,250


$

2,572


$

-


$

2,366,096



Expenses:


Cost of sales

-


1,849,028


-


88,260


-


-


1,937,288


Compensation and benefits

336,499


8,856


5,598


6,183


18,359


-


375,495


Floor brokerage and clearing fees

45,307


-


-


-


-


-


45,307


Interest

-


3,902


3,108


675


-


22,981


30,666


Depreciation and amortization

24,165


22,529


2,306


8,543


923


-


58,466


Selling, general and other expenses

171,176


11,395


9,460


14,090


9,181


-


215,302


Total expenses

577,147



1,895,710



20,472



117,751



28,463



22,981


2,662,524


Income (loss) before income taxes and income related to associated companies

3,337



(31,680

)


(167,712

)


(51,501

)


(25,891

)


(22,981

)

(296,428

)

Income related to associated companies

-


-


17,068


6,874


301


-


24,243


Income (loss) before income taxes

$

3,337



$

(31,680

)


$

(150,644

)


$

(44,627

)


$

(25,590

)


$

(22,981

)

$

(272,185

)



66



A summary of results for the nine months ended September 30, 2015 is as follows (in thousands):

Jefferies

National Beef

Other Financial Services Businesses and Investments

Other Merchant Banking Businesses and Investments

Corporate and Other

Parent Company Interest

Inter-company Eliminations

Total

Net revenues

$

1,964,356


$

5,714,914


$

465,028


$

230,212


$

36,732


$

-


$

(21,000

)

$

8,390,242



Expenses:


Cost of sales

-


5,658,685


-


251,193


-


-


-


5,909,878


Compensation and benefits

1,183,481


26,351


19,279


18,497


56,026


-


-


1,303,634


Floor brokerage and clearing fees

159,100


-


-


-


-


-


-


159,100


Interest

-


12,619


6,850


1,882


-


72,470


-


93,821


Depreciation and amortization

68,741


66,397


5,669


22,513


2,826


-


-


166,146


Selling, general and other expenses

445,428


25,527


36,673


40,438


9,713


-


(21,000

)

536,779


Total expenses

1,856,750



5,789,579



68,471



334,523



68,565



72,470


(21,000

)


8,169,358


Income (loss) before income taxes and income related to associated companies

107,606



(74,665

)


396,557



(104,311

)


(31,833

)


(72,470

)

-



220,884


Income related to associated companies

-


-


66,092


27,313


1,096


-


-


94,501


Income (loss) before income taxes

$

107,606



$

(74,665

)


$

462,649



$

(76,998

)


$

(30,737

)


$

(72,470

)

$

-



$

315,385


Jefferies


Jefferies is reflected in our consolidated financial statements and disclosures utilizing a one month lag; Jefferies year ends on November 30 and its quarters end one month prior to our reporting periods.  A summary of results of operations for Jefferies included in the three and nine months ended September 30, 2016 and 2015 is as follows (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Net revenues

$

656,496


$

580,484


$

1,678,212


$

1,964,356


Expenses:





Compensation and benefits

376,438


336,499


1,141,873


1,183,481


Floor brokerage and clearing fees

40,189


45,307


124,259


159,100


Depreciation and amortization

16,108


24,165


45,331


68,741


Selling, general and other expenses

140,571


171,176


421,876


445,428


Total expenses

573,306



577,147


1,733,339


1,856,750


Income (loss) before income taxes

$

83,190



$

3,337


$

(55,127

)

$

107,606



Jefferies comprises many business units, with many interactions and much integration among them.  Business activities include the sales, trading, origination and advisory effort for various equity, fixed income, commodities, foreign exchange and advisory services.  Jefferies business, by its nature, does not produce predictable or necessarily recurring revenues or earnings.  Jefferies


67



results in any given period can be materially affected by conditions in global financial markets, economic conditions generally, and its own activities and positions.


The discussion below is presented on a detailed product and expense basis.  Net revenues presented for equity and fixed income businesses include allocations of interest income and interest expense as Jefferies assesses the profitability of these businesses inclusive of the net interest revenue or expense associated with the respective sales and trading activities, which is a function of the mix of each business's associated assets and liabilities and the related funding costs.


The following provides a summary of net revenues by source included in our three and nine months ended September 30, 2016 and 2015 (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Equities

$

149,458


$

203,582


$

376,632


$

635,810


Fixed income

196,241


(16,998

)

493,086


263,079


Total sales and trading

345,699



186,584


869,718


898,889


Investment banking:





Capital markets:





Equities

68,218


127,051


173,122


314,927


Debt

72,473


113,928


175,870


329,274


Advisory

154,239


148,841


429,914


421,676


Total investment banking

294,930



389,820


778,906


1,065,877


Other

15,867


4,080


29,588


(410

)

Total net revenues

$

656,496



$

580,484


$

1,678,212


$

1,964,356



Net Revenues


The increase in net revenues for Jefferies three months ended September 30, 2016 primarily reflects solid net revenues in fixed income, as Jefferies mortgage, corporates, leveraged credit and emerging markets businesses particularly performed well on improved market conditions, compared with the prior year quarter. These results were partially offset by lower revenues in investment banking and equities. Investment banking results were impacted by lower transaction volume in equity and debt capital markets during the three months ended September 30, 2016 . Equities net revenues were lower because net mark-to-market gains from other investments in equity securities in the prior year quarter were not repeated during the three months ended September 30, 2016 . Jefferies results were generally unaffected by the vote by the United Kingdom to leave the European Union ("Brexit").


During the three months ended September 30, 2016 , Jefferies results include a net unrealized gain of $6.1 million from its investment in KCG Holdings, Inc. ("KCG") compared with a net loss of $28.3 million in the prior year quarter. Results during the three months ended September 30, 2016 also included a net revenues of $11.4 million from Jefferies share of its Jefferies Finance, LLC ("Jefferies Finance") joint venture, compared with net revenues of $23.9 million in the prior year quarter.


The decrease in net revenues for Jefferies nine months ended September 30, 2016 , as compared to nine months ended September 30, 2015 , primarily reflects lower net revenues in investment banking and equities, partially offset by higher revenues in fixed income. Lower investment banking results are primarily attributable to lower transaction volume as new issue equity and leveraged finance capital markets were virtually closed throughout January and February and remained slow throughout the period. The increase in fixed income revenues is due to higher levels of trading activity due to improved markets conditions compared with the prior year period. The decline in equities revenues was primarily attributable to a net loss of $20.0 million recognized during the nine months ended September 30, 2016 from Jefferies investment in two equity securities, including KCG, compared with gains of $41.3 million in the comparable prior year period from these two equity securities. The decline in results was also due to net mark-to-market gains from certain equity inventory positions in the nine months ended September 30, 2015, which were not repeated during the nine months ended September 30, 2016 . Equities revenues also include a net loss of $27.5 million from Jefferies share of its Jefferies Finance joint venture, compared with net revenues of $54.9 million in the prior year period.


Net revenues in the nine months ended September 30, 2016 included investment income from managed funds of $4.0 million, compared with investment losses from managed funds of $26.0 million in the prior year period, primarily due to lower valuations in the energy and shipping sectors in the prior year period. Net revenues globally from the Bache business for the nine months


68



ended September 30, 2016 , which are included within Jefferies fixed income results, were $80.6 million. There were no meaningful revenues from the Bache business for the nine months ended September 30, 2016 .


Equities Net Revenues


Equities net revenues include equity commissions, principal transactions (including Jefferies investment in KCG and other equity securities), and net interest revenue relating to cash equities, electronic trading, equity derivatives, convertible securities, prime brokerage, securities finance and alternative investment strategies generated by Jefferies equities sales and trading, equity finance and wealth management businesses.  Equities revenue also includes Jefferies share of the net earnings from its joint venture investments in Jefferies Finance and Jefferies LoanCore, LLC ("Jefferies LoanCore"), which are accounted for under the equity method.


Equities revenue for the three months ended September 30, 2016 include a net gain of $6.1 million from Jefferies investment in KCG, compared with a net loss of $28.3 million in the prior year quarter.


During the three months ended September 30, 2016 , U.S. equity markets were characterized by an upward trend in stock prices. The NASDAQ Composite Index, S&P 500 Index and the Dow Jones Industrial Average increased by 5.4%, 1.9% and 3.5%, respectively. Jefferies equities trading revenues were solid across most of its equities sales and trading businesses driven by increased client flows. These results were partially offset by lower equity derivatives trading revenues. The net decline in equities net revenues was primarily due to net mark-to-market gains from other investments in equity securities in the prior year quarter, which were not repeated three months ended September 30, 2016 .


Jefferies equities results during the three months ended September 30, 2016 also included a net revenues of $11.4 million from Jefferies share of its Jefferies Finance joint venture, compared with net revenues of $23.9 million in the prior year quarter. Net revenue from Jefferies share of Jefferies LoanCore during the three months ended September 30, 2016 decreased compared to the prior year quarter. Results in both Jefferies Finance and Jefferies LoanCore are lower due to fewer loan closings and securitizations in the three months ended September 30, 2016 over the comparable quarter of 2015.


Equities revenue for the nine months ended September 30, 2016 include a net loss of $20.0 million from Jefferies investment in two equity securities, including KCG, compared with gains of $41.3 million in the prior year period from these two equity securities. In addition, equities net revenues for the nine months ended September 30, 2015 included significant gains on additional securities positions.


During the nine months ended September 30, 2016 , U.S. equity market conditions were characterized by a downward trend in stock prices during the first quarter, with higher stock prices during the second and third quarters. In the nine months ended September 30, 2016 , the NASDAQ Composite Index increased by 2.0% while the S&P 500 Index and the Dow Jones Industrial Average increased 2.7% and 3.8%, respectively. Jefferies U.S. and European cash equities and electronic trading businesses increased trading revenues on higher client flows for the nine months ended September 30, 2016 , as compared to the prior year, while its Asia cash equities revenues declined because of a challenging market environment. Convertibles trading revenues declined driven by weakness in the energy sector over the nine month 2016 period. Additionally, certain strategic investments contributed positively to equities revenues due to strategic positioning within the energy markets and as a result of volatility and financial and U.S. currency exposures.


Equities revenues during the nine months ended September 30, 2016 included a net loss of $27.5 million from Jefferies share of Jefferies Finance, primarily due to the mark down of certain loans held for sale compared with net revenues of $54.9 million in the prior year period. Net revenue from Jefferies share of Jefferies LoanCore also decreased during the nine months ended September 30, 2016 as compared to the prior year period due to a decrease in loan closings and syndications as compared to the prior year period.


Fixed Income Net Revenues


Fixed income revenues include commissions, principal transactions and net interest revenue from investment grade corporate bonds, mortgage- and asset-backed securities, government and agency securities, municipal bonds, emerging markets debt, high yield and distressed securities, bank loans, foreign exchange and commodities trading activities generated by Jefferies fixed income sales and trading businesses.


Fixed income net revenues for the three months ended September 30, 2015 included $4.3 million of negative revenues globally from the futures business activity and Jefferies has completed the exit of the futures business during the second quarter of 2016. Jefferies recorded higher revenues in largely all of its core fixed income businesses compared with the prior year quarter due to


69



improving financial market and secondary market trading conditions and reduced risk exposure, partially offset by lower revenues in its international rates business on lower trading volumes.


The three months ended September 30, 2016 were characterized by improved market conditions amid monetary easing by the European Central Bank, corporate new issuances, a continued low interest rate environment driving investors toward higher yielding assets and moderate economic growth in the U.S., partially offset by continued concerns about global economic growth and uncertainty around the impact of the Brexit. Revenues for the quarter from Jefferies corporates business increased as compared to the prior year quarter due to an increase in new issuances resulting from increased client activity. Results in Jefferies emerging markets business were higher due to increased trading volumes, an upgraded sales and trading team and increased levels of volatility during the quarter. The municipal securities business performed well compared with the prior year quarter as market technicals drove increased client activity compared with net outflows in the prior year quarter. Revenues were significantly up in Jefferies leveraged credit business from the prior year quarter, driven by increased trading volumes within distressed and high yield and a reduction in risk, compared with mark-to-market write-downs in Jefferies inventory in the prior year quarter on global economic uncertainty and lower energy prices. Jefferies mortgage business was positively impacted by increased demand for spread products, particularly, demand for higher yielding asset classes, after the Brexit vote, resulting in higher trading volumes and revenues.


Fixed income net revenues in the nine months ended September 30, 2015 included $80.6 million of net revenues globally from the futures business activity and Jefferies completed the exit of the futures business during the second quarter of 2016. There were no meaningful revenues from the Bache business during the nine months ended September 30, 2016 . Excluding revenues from the futures business activity, revenues increased $310.6 million or 170.2%. Jefferies recorded higher revenues compared with the prior year period due to improved trading conditions across most core businesses, partially offset by lower revenues in its international rates and U.S. mortgages businesses.


The beginning of the nine month period was characterized by concerns about the pace of global economic growth, outflows from the high yield market, forced selling from hedge funds, uncertainty over the weakness in the Chinese economy and the potential Brexit and an overall lack of liquidity. In the second and third quarters of the period, Jefferies core businesses mostly improved amid monetary easing by the European Central Bank and new issuances by most European governments, corporate new issuances, rising oil prices, a low interest rate environment and moderate U.S. economic growth. Results in Jefferies emerging markets business throughout the period were higher due to an upgraded sales and trading team and increased levels of volatility during the period. The municipal securities business performed well during the period as improved trading activity was driven by market technicals compared with net outflows in the prior year period. Revenues in Jefferies leveraged credit business were strong on increased trading volumes within distressed and high yield, as a result of an improved credit environment and reduced risk, as well as strategic growth in the business, compared with mark-to-market write-downs in the prior year period. Revenues from Jefferies corporates businesses increased as compared to the prior year period due to increased client activity on new issuance demand and demand for higher yielding investments. Volatility during the nine months ended September 30, 2016 due to fluctuating and then reduced expectations as to future Federal Reserve interest rate increases contributed to increased revenues in Jefferies U.S. rates business as compared to the prior year period.


Investment Banking Revenues


Investment banking revenues include capital markets and advisory revenues. Capital markets revenues include underwriting and placement revenues related to corporate debt, municipal bonds, mortgage- and asset-backed securities and equity and equity-linked securities.  Advisory revenues consist primarily of advisory and transaction fees generated in connection with merger, acquisition and restructuring transactions.


The decrease in total investment banking revenue for the three months ended September 30, 2016 as compared to the three months ended September 30, 2015 , was substantially due to a decrease in equity and debt capital markets transaction volume, as new issue equity and leveraged finance capital markets remained slow throughout the three months ended September 30, 2016 . Advisory revenues for the three months ended September 30, 2016 increased 3.6% compared to the prior year quarter and capital markets revenues for the three months ended September 30, 2016 decreased 41.6% from the prior year quarter.


From equity and debt capital raising activities, Jefferies generated $68.2 million and $72.5 million in revenues, respectively, for the three months ended September 30, 2016 . During the three months ended September 30, 2016 , Jefferies completed 316 public and private debt financings that raised $47.1 billion in aggregate and Jefferies completed 35 public equity and convertible offerings that raised $5.8 billion (33 of which Jefferies acted as sole or joint bookrunner). Financial advisory revenues totaled $154.2 million, including revenues from 40 merger and acquisition transactions and five restructuring transactions with an aggregate transaction value of $31.9 billion.



70



Investment banking revenue was $389.8 million for the three months ended September 30, 2015 . From equity and debt capital raising activities, Jefferies generated $127.1 million and $113.9 million in revenues, respectively. During the three months ended September 30, 2015 , Jefferies completed 297 public and private debt financings that raised $49.8 billion in aggregate and Jefferies completed 53 public equity and convertible offerings that raised $15.8 billion (50 of which Jefferies acted as sole or joint bookrunner). Financial advisory revenues totaled $148.8 million, including revenues from 44 merger and acquisition transactions and three restructuring transactions with an aggregate transaction value of $26.3 billion.


The decrease in total investment banking revenue for the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015 , was due to lower equity and debt capital markets transaction volume, as new issue equity and leveraged finance capital markets were virtually closed throughout January and February and remained slow throughout the nine months ended September 30, 2016 . Overall, advisory revenues for the nine months ended September 30, 2016 increased 2.0% compared to the prior year period and capital markets revenues in the nine months ended September 30, 2016 decreased 45.8% from the prior year period.


From equity and debt capital raising activities, Jefferies generated $173.1 million and $175.9 million in revenues, respectively, for the nine months ended September 30, 2016 . During the nine months ended September 30, 2016 , Jefferies completed 674 public and private debt financings that raised $126.3 billion in aggregate and Jefferies completed 78 public equity and convertible offerings that raised $14.6 billion (74 of which Jefferies acted as sole or joint bookrunner). Financial advisory revenues totaled $429.9 million, including revenues from 106 merger and acquisition transactions and nine restructuring transactions with an aggregate transaction value of $90.3 billion.


Investment banking revenue was $1,065.9 million for the nine months ended September 30, 2015 . From equity and debt capital raising activities, Jefferies generated $314.9 million and $329.3 million in revenues, respectively. During the nine months ended September 30, 2015 , Jefferies completed 804 public and private debt financings that raised $161.2 billion in aggregate and Jefferies completed 151 public equity and convertible offerings that raised $37.4 billion (138 of which Jefferies acted as sole or joint bookrunner). Financial advisory revenues totaled $421.7 million, including revenues from 116 merger and acquisition transactions and seven restructuring transactions with an aggregate transaction value of $89.9 billion.


Compensation and Benefits


Compensation and benefits expense consists of salaries, benefits, cash bonuses, commissions, annual cash compensation awards and the amortization of certain non-annual share-based and cash compensation awards to employees.  Cash and historical share-based awards granted to employees as part of year end compensation generally contain provisions such that employees who terminate their employment or are terminated without cause may continue to vest in their awards, so long as those awards are not forfeited as a result of other forfeiture provisions (primarily non-compete clauses) of those awards.  Accordingly, the compensation expense for a portion of awards granted at year end as part of annual compensation is recorded in the year of the award.


Included within Compensation and benefits expense is share-based amortization expense for senior executive awards, non-annual share-based and cash-based awards to other employees and certain year end awards that contain future service requirements for vesting.  Such senior executive awards contain market and performance conditions and are being amortized over their respective future service periods and amounted to compensation expense of $62.4 million and $207.9 million for the three and nine months ended September 30, 2016 , respectively, and $53.2 million and $196.7 million for the three and nine months ended September 30, 2015 , respectively. Compensation and benefits expense directly related to the activities of Jefferies Bache business was $22.1 million and $80.6 million for the three and nine months ended September 30, 2015 , respectively.


Compensation and benefits as a percentage of Net revenues was 57.3% and 68.0% for the three and nine months ended September 30, 2016 , respectively, and 58.0% and 60.2% for the three and nine months ended September 30, 2015 , respectively. The increase in the compensation ratio for the nine months ended September 30, 2016 as compared to the prior year period is due to the exceptionally low net revenues and certain higher fixed compensation costs. Since the third quarter of 2015, Jefferies headcount has decreased due to headcount reductions related to the exiting of the Bache business, continued discipline in headcount and productivity management and corporate services outsourcing.


Non-Compensation Expenses


Non-compensation expenses include floor brokerage and clearing fees, technology and communications expense, occupancy and equipment rental expense, business development, professional services, bad debt provision, impairment charges, depreciation and amortization expense and other costs.  All of these expenses, other than floor brokerage and clearing fees and depreciation and amortization expense, are included within Selling, general and other expenses in the Consolidated Statements of Operations.



71



The decrease in non-compensation expenses during the three months ended September 30, 2016 was due to a decrease in expenses

generally across almost all expense categories. Floor brokerage and clearing expenses during the three months ended September 30, 2016 decreased, primarily reflecting the wind-down of the Jefferies Bache business and lower trading volumes in Jefferies equities options and Asia equities trading businesses. Technology and communications expense decreased during the three months ended September 30, 2016 , primarily due to accelerated depreciation on capitalized software related to the Jefferies Bache business recognized during the three months ended September 30, 2015 . Business development expense decreased, primarily reflecting lower costs in respect of travel and conferences. In both quarters, Jefferies continued to incur legal and consulting fees as part of implementing various regulatory requirements, which are recognized in Selling, general and other expenses. Non-compensation expenses associated directly with the activities of the Bache business were $37.7 million for the three months ended September 30, 2015 . Jefferies completed the exit of the Bache business during the second quarter of 2016.


The decrease in non-compensation expenses during the nine months ended September 30, 2016 was primarily due to a decrease in floor brokerage and clearing expenses, technology and communications expenses and business development expenses. Non-compensation expenses associated directly with the activities of the Bache business were $114.8 million for the nine months ended September 30, 2015 .


During the three and nine months ended September 30, 2016 , no goodwill impairment was recorded and the results of the most recent annual assessment on August 1, 2016 indicated the fair value of Jefferies was in excess of the carrying value.  However, the valuation methodology is sensitive to comparable company multiples and management's forecasts of future profitability, which comes with a level of uncertainty regarding U.S. and global economic conditions, trading volumes and equity and debt capital market transaction levels. The fair value of our reporting units, including Jefferies, is also impacted by our overall market capitalization. If the future were to differ adversely from these assumptions or there was a sustained decline in our market capitalization, the estimated fair value of Jefferies may decline and result in an impairment.


National Beef


A summary of results of operations for National Beef for the three and nine months ended September 30, 2016 and 2015 is as follows (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Net revenues

$

1,747,042


$

1,864,030


$

5,180,127


$

5,714,914


Expenses:





Cost of sales

1,595,671


1,849,028


4,856,045


5,658,685


Compensation and benefits

9,660


8,856


28,628


26,351


Interest

2,967


3,902


10,730


12,619


Depreciation and amortization

23,100


22,529


68,511


66,397


Selling, general and other expenses

7,375


11,395


23,680


25,527


Total expenses

1,638,773



1,895,710


4,987,594


5,789,579


Income (loss) before income taxes

$

108,269



$

(31,680

)

$

192,533


$

(74,665

)

National Beef's profitability is dependent, in large part, on the spread between its cost for live cattle, the primary raw material for its business, and the value received from selling boxed beef and other products, coupled with its overall volume and capacity utilization.  National Beef operates in a large and liquid commodity market and it does not have much influence over the price it pays for cattle or the selling price it receives for the products it produces.  National Beef's profitability typically fluctuates seasonally, with relatively higher margins in the spring and summer months and during times of ample cattle availability.

Revenues in the three and nine months ended September 30, 2016 decreased 6% and 9%, respectively, in comparison to the same periods in 2015, due to lower average selling prices, partially offset by an increase in the number of cattle processed. Cost of sales declined 14% for both the three and nine months ended September 30, 2016 as compared to the same periods in 2015. The decline is primarily due to a decrease in the price of cattle, partially offset by an increase in volume.  The combined effects of increased margin per head and an increase in volume led to record high profitability in the three months ended September 30, 2016.


72



Corporate and Other Results


A summary of results of operations for corporate and other for the three and nine months ended September 30, 2016 and 2015 is as follows (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Net revenues

$

1,006


$

2,572


$

78,354


$

36,732


Expenses:





Corporate compensation and benefits

9,435


15,680


27,095


47,991


WilTel pension

748


2,679


2,242


8,035


Depreciation and amortization

867


923


2,754


2,826


Selling, general and other expenses

6,819


9,181


23,414


9,713


 Total expenses

17,869



28,463


55,505


68,565


Income (loss) before income taxes and income related to associated companies

(16,863

)

(25,891

)

22,849


(31,833

)

Income related to associated companies

244


301


1,077


1,096


Income (loss) before income taxes

$

(16,619

)


$

(25,590

)

$

23,926


$

(30,737

)


Net revenues of corporate and other primarily include realized and unrealized securities gains and interest income for investments held at the holding company. Net revenues decreased $1.6 million compared to the third quarter of 2015 and increased $41.6 million for the nine month period. The significant increase in the nine month period is primarily due to a $65.6 million increase in a trading asset held at fair value in the first three months of 2016. Net revenues also include net realized securities gains of $0.1 million and $0.2 million for the three months ended September 30, 2016 and 2015 , respectively, and $8.2 million and $24.4 million for the nine months ended September 30, 2016 and 2015 , respectively. Additionally, net revenues include interest income of $0.8 million and $1.9 million for the three months ended September 30, 2016 and 2015 , respectively, and $2.0 million and $9.5 million for the nine months ended September 30, 2016 and 2015 , respectively.


Compensation and benefits expense declined in the three and nine month 2016 periods due to lower incentive bonus and stock-based compensation expense.


Selling, general and other expenses for the nine month 2015 period reflects a reduction of $20.1 million in insurance payments covering previously expensed legal fees.


Income related to associated companies is comprised of our share of various investees' underlying net income or loss, none of which is significant during the three and nine months ended September 30, 2016 and 2015 .



73



Other Financial Services Businesses and Investments


A summary of results for other financial services businesses and investments for the three and nine months ended September 30, 2016 and 2015 is as follows (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Net revenues

$

54,742


$

(147,240

)

$

(71,338

)

$

465,028


Expenses:





Compensation and benefits

15,100


5,598


44,292


19,279


Interest

4,596


3,108


10,988


6,850


Depreciation and amortization

3,882


2,306


9,973


5,669


Selling, general and other expenses

13,826


9,460


31,806


36,673


Total expenses

37,404



20,472


97,059


68,471


Income (loss) before income taxes and income related to associated companies

17,338


(167,712

)

(168,397

)

396,557


Income related to associated companies

27,806


17,068


86,121


66,092


Income (loss) before income taxes

$

45,144



$

(150,644

)

$

(82,276

)

$

462,649



Our other financial services businesses and investments include the consolidated results of certain Leucadia Asset Management fund managers, the returns on our investments in these funds, the consolidated results of Foursight Capital and Chrome Capital (vehicle finance), our share of the income of Berkadia, the results of our investment in FXCM Group, LLC ("FXCM") and our share of the income of HomeFed.


In January 2015, we entered into a credit agreement with FXCM, for a $300 million senior secured term loan due January 2017, with rights to a variable proportion of certain distributions in connection with an FXCM sale of assets or certain other events, and our right to require a sale of FXCM beginning in January 2018.  FXCM is an online provider of foreign exchange trading services.  We accounted for our loan and rights at fair value.  We recognized gains (losses) of $42.7 million and $(113.2) million during the three months ended September 30, 2016 and 2015 , respectively, and $(58.3) million and $461.3 million during the nine months ended September 30, 2016 and 2015 , respectively from our FXCM investment. This includes the component related to interest income, which is recorded within Principal transactions revenues.


As more fully discussed in Note 3 to our consolidated financial statements, on September 1, 2016 we, FXCM Inc. and FXCM Holdings, LLC ("FXCM Holdings") entered into an agreement that amended the terms of our loan and associated rights. Among other changes, the amendments extended the maturity of the term loan by one year to January 2018 and gave Leucadia a 49.9% common membership interest in FXCM. We gained the ability to significantly influence FXCM through the amendments and as a result, we now account for our equity interest in FXCM under the equity method of accounting. We expect that the volatility in income before income taxes related to our FXCM investment will decline as a result of the amendments.


Excluding the FXCM revenues discussed above, the net revenues in other financial services businesses and investments reflect revenue (losses) of $12.0 million and $(34.0) million for the three months ended September 30, 2016 and 2015 , respectively, and $(13.0) million and $3.7 million for the nine months ended September 30, 2016 and 2015 , respectively. The third quarter increase compared to the prior year primarily reflects growth in our vehicle finance businesses as well as reduced declines in the market value related to the Leucadia Asset Management business. The year-to-date decrease in revenues primarily reflects lower returns on investments recorded at market value related to the Leucadia Asset Management businesses partially offset by growth in our vehicle finance businesses.


All expense categories were impacted by the growth of our Leucadia Asset Management businesses and vehicle finance businesses for the three and nine months ended September 30, 2016 as compared to the same periods last year. Selling, general and other expenses also include $21.0 million of investment banking and advisory fees paid to Jefferies in connection with our entering into the agreement with FXCM in the first quarter of 2015. Jefferies recognized this fee within net revenues during the first quarter of 2015 and both the intercompany revenue and expense have been eliminated in our consolidated results.


Income related to Berkadia was $26.0 million and $15.7 million for the three months ended September 30, 2016 and 2015 , respectively, and $59.5 million and $67.8 million for the nine months ended September 30, 2016 and 2015 , respectively. The


74



decline in the nine months ended September 30, 2016 primarily reflects investment gains recorded in the first quarter of 2015. Income (loss) related to HomeFed was $0.8 million and $1.3 million for the three months ended September 30, 2016 and 2015 , respectively, and $23.1 million and $(1.7) million for the nine months ended September 30, 2016 and 2015 , respectively. The increase in the nine months ended September 30, 2016 primarily reflects a reversal of HomeFed's deferred tax valuation allowance in the second quarter of 2016 as HomeFed concluded that it was more likely than not that they would have future taxable income sufficient to realize their net deferred tax asset.


Other Merchant Banking Businesses and Investments


A summary of results for other merchant banking businesses and investments for the three and nine months ended September 30, 2016 and 2015 is as follows (in thousands):

For the 
 Three Months Ended 
 September 30,

For the 
 Nine Months Ended 
 September 30,

2016

2015

2016

2015

Net revenues

$

217,089


$

66,250


$

451,484


$

230,212


Expenses:





Cost of sales

93,422


88,260


257,470


251,193


Compensation and benefits

7,334


6,183


22,083


18,497


Interest

836


675


2,272


1,882


Depreciation and amortization

8,734


8,543


26,501


22,513


Selling, general and other expenses

70,569


14,090


111,898


40,438


Total expenses

180,895



117,751


420,224


334,523


Income (loss) before income taxes and income related to associated companies

36,194


(51,501

)

31,260


(104,311

)

Income related to associated companies

8,453


6,874


21,247


27,313


Income (loss) before income taxes

$

44,647



$

(44,627

)

$

52,507


$

(76,998

)


Our other merchant banking operations include the consolidated results of Vitesse Energy and Juneau Energy (oil and gas exploration and development) and Conwed Plastics and Idaho Timber (manufacturing companies).  It also includes our equity investments in Garcadia (automobile dealerships), Linkem (fixed wireless broadband services in Italy) and Golden Queen (a gold and silver mining project), as well as our ownership of HRG Group ("HRG") shares, which is accounted for at fair value, and impacts our results through its mark-to-market adjustment reflected within net revenues.


Net revenues include principal transactions related to unrealized gains (losses) of $91.8 million and $(59.2) million for the three months ended September 30, 2016 and 2015 , respectively, and $99.7 million and $(113.2) million for the nine months ended September 30, 2016 and 2015 , respectively, from the change in value of our investment in HRG.

Net revenues for manufacturing were $111.8 million and $105.4 million for the three months ended September 30, 2016 and 2015 , respectively, and $313.6 million and $297.1 million for the nine months ended September 30, 2016 and 2015 , respectively. Net revenues for our oil and gas exploration and development businesses were $11.6 million and $18.1 million for the three months ended September 30, 2016 and 2015 , respectively, and $30.1 million and $40.7 million for the nine months ended September 30, 2016 and 2015 , respectively. As discussed further in Note 3 to our consolidated financial statements, Vitesse Energy uses swaps and call and put options in order to reduce exposure to future oil price fluctuations. Net losses of $2.6 million and $5.6 million in three and nine months ended September 30, 2016 , respectively, were recorded related to these options. Net gains related to these options totaled $5.3 million in the three and nine months ended September 30, 2015.

Total expenses increased $63.1 million and $85.7 million in the three and nine months ended September 30, 2016 , respectively, as compared to the same periods in 2015, primarily reflecting higher costs for our oil and gas exploration and development businesses. Selling, general and other expenses for our oil and gas exploration and development businesses increased $60.0 million and $76.3 million in the three and nine months ended September 30, 2016 , respectively, as compared to the same periods in 2015, due primarily to a $55.0 million impairment recorded by Juneau Energy in the third quarter of 2016. The impairment charge related to decisions made by Juneau Energy in the third quarter of 2016 to curtail development of its southern acreage in the East Eagle Ford and its Houston County acreage. An impairment charge was then recorded for the difference between the carrying value of that acreage and the estimated net realizable value The year-to-date increase in Selling, general and other expenses is also impacted


75



by the write-down of certain leases that will not benefit our business going forward, increased exploration costs and the loss on sale of an associated company in 2016.

Pre-tax profits for manufacturing were $9.8 million and $9.5 million for the three months ended September 30, 2016 and 2015 , respectively, and $30.3 million and $21.9 million for the nine months ended September 30, 2016 and 2015 , respectively.  Pre-tax income (losses) for the oil and gas exploration and development businesses were $(63.9) million and $(1.2) million for the three months ended September 30, 2016 and 2015 , respectively, and $(92.1) million and $(3.6) million for the nine months ended September 30, 2016 and 2015 , respectively.

Income related to associated companies primarily relates to our investments in Linkem and Garcadia.  Losses related to Linkem were $5.8 million and $4.8 million for the three months ended September 30, 2016 and 2015 , respectively, and $20.7 million and $13.9 million for the nine months ended September 30, 2016 and 2015 , respectively. Income related to Garcadia was $14.2 million and $16.3 million for the three months ended September 30, 2016 and 2015 , respectively, and $43.5 million and $47.5 million for the nine months ended September 30, 2016 and 2015 , respectively.

Parent Company Interest

Parent company interest totaled $14.7 million and $23.0 million for the three months ended September 30, 2016 and 2015 , respectively, and $44.2 million and $72.5 million for the nine months ended September 30, 2016 and 2015 , respectively.  The decline in interest expense in 2016 compared to 2015 is primarily due to the redemption of the 8.125% Senior Notes in September 2015.  

Income Taxes

For the three and nine months ended September 30, 2016 , our provision for income taxes was $73.7 million and $59.2 million, respectively, representing an effective tax rate of 29.5% and 67.7%, respectively.  The projected full year effective rate was impacted during the quarter by changes in the geographical mix of earnings among jurisdictions with differing tax rates. Additionally, our provision for income taxes for the nine months ended September 30, 2016 was increased by a $23.0 million charge related to previously issued stock awards. The majority of the awards expired during the first quarter of 2016. The tax deductions associated with the remainder of the awards was less than the compensation cost recognized for financial reporting purposes. This charge impacted our effective tax rate for the nine months ended September 30, 2016 by approximately 26.4%.

For the three and nine months ended September 30, 2015 , our provision (benefit) for income taxes was $(90.3) million and $107.8 million, respectively, representing an effective tax rate of 33.2% and 34.2%, respectively. 


Selected Balance Sheet Data


In addition to preparing our Consolidated Statements of Financial Condition in accordance with U.S. GAAP, we also review the tangible capital associated with each of our businesses and investments, which is a non-GAAP presentation and may not be comparable to similar non-GAAP presentations used by other companies. We believe that this information is useful to investors as it allows them to view our businesses and investments through the eyes of management while facilitating a comparison across historical periods. We define tangible capital as Total Leucadia National Corporation shareholders' equity less Intangible assets, net and goodwill.


76



The tables below reconcile tangible capital to our U.S. GAAP balance sheet (in thousands):

September 30, 2016

Jefferies

National Beef

Other Financial Services Businesses and Investments (1)

Other Merchant Banking Businesses and Investments

Corporate liquidity and other assets, net of Corporate liabilities

Inter-company Eliminations

Total

Assets

Cash and cash equivalents

$

3,159,143


$

16,238


$

24,373


$

30,894


$

48,327


$

-


$

3,278,975


Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations

1,026,865


-


-


-


-


-


1,026,865


Financial instruments owned

14,327,919


702


229,761


739,966


649,561


-


15,947,909


Investments in managed funds

191,692


-


336,762


-


28,517


-


556,971


Loans to and investments in associated companies

657,074


-


945,100


473,206


29,708


-


2,105,088


Securities borrowed

8,460,736


-


-


-


-


-


8,460,736


Securities purchased under agreements to resell

4,038,194


-


-


-


-


-


4,038,194


Receivables

3,080,563


202,738


742,415


85,668


57,755


-


4,169,139


Property, equipment and leasehold improvements, net

254,674


379,933


9,908


47,635


23,048


-


715,198


Intangible assets, net and goodwill

1,912,290


611,748


12,069


58,222


-


-


2,594,329


Deferred tax asset, net

287,399


-


-


-


1,225,764


-


1,513,163


Other assets

777,439


289,027


123,822


586,160


68,276


(145,276

)

1,699,448


    Total Assets

38,173,988


1,500,386


2,424,210


2,021,751


2,130,956


(145,276

)

46,106,015


Liabilities

Long-term debt (2)

5,482,738


309,332


370,699


81,875


987,617


-


7,232,261


Other liabilities

27,318,282


207,562


377,390


55,014


352,226


(145,276

)

28,165,198


  Total liabilities

32,801,020


516,894


748,089


136,889


1,339,843


(145,276

)

35,397,459


Redeemable noncontrolling interests

-


345,626


-


453


-


-


346,079


Mandatorily redeemable convertible preferred shares

-


-


-


-


125,000


-


125,000


Noncontrolling interests

5,190


-


124,658


47,959


-


-


177,807


Total Leucadia National Corporation shareholders' equity

$

5,367,778


$

637,866


$

1,551,463


$

1,836,450


$

666,113


$

-


$

10,059,670


Reconciliation to Tangible Capital

Total Leucadia National Corporation shareholders' equity

$

5,367,778


$

637,866


$

1,551,463


$

1,836,450


$

666,113


$

-


$

10,059,670


Less: Intangible assets, net and goodwill

(1,912,290

)

(611,748

)

(12,069

)

(58,222

)

-


-


(2,594,329

)

Tangible Capital

$

3,455,488


$

26,118


$

1,539,394


$

1,778,228


$

666,113


$

-


$

7,465,341




77



December 31, 2015

Jefferies

National Beef

Other Financial Services Businesses and Investments (1)

Other Merchant Banking Businesses and Investments

Corporate liquidity and other assets, net of Corporate liabilities

Inter-company Eliminations

Total

Assets

Cash and cash equivalents

$

3,510,163


$

17,814


$

22,203


$

30,940


$

57,528


$

-


$

3,638,648


Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations

751,084


-


-


-


-


-


751,084


Financial instruments owned

16,559,116


891


647,936


639,253


653,249


-


18,500,445


Investments in managed funds

85,775


-


488,940


-


55,317


(26,312

)

603,720


Loans to and investments in associated companies

825,908


-


466,364


441,970


23,127


-


1,757,369


Securities borrowed

6,975,136


-


-


-


-


-


6,975,136


Securities purchased under agreements to resell

3,854,746


-


-


-


-


-


3,854,746


Receivables

3,023,899


208,107


463,545


51,558


83,858


-


3,830,967


Property, equipment and leasehold improvements, net

243,486


394,506


11,479


46,894


25,510


-


721,875


Intangible assets, net and goodwill

1,938,582


645,049


2,336


62,395


-


-


2,648,362


Deferred tax asset, net

320,198


-


-


-


1,255,170


-


1,575,368


Other assets

519,693


247,882


88,987


680,926


59,387


(123,411

)

1,473,464


    Total Assets

38,607,786


1,514,249


2,191,790


1,953,936


2,213,146


(149,723

)

46,331,184


Liabilities

Long-term debt (3)

5,640,722


439,299


258,350


75,389


986,822


-


7,400,582


Other liabilities

27,408,213


194,918


216,537


116,702


335,120


(123,411

)

28,148,079


  Total liabilities

33,048,935


634,217


474,887


192,091


1,321,942


(123,411

)

35,548,661


Redeemable noncontrolling interests

-


189,358


-


2,275


-


-


191,633


Mandatorily redeemable convertible preferred shares

-


-


-


-


125,000


-


125,000


Noncontrolling interests

27,468


-


14,998


48,525


-


(26,312

)

64,679


Total Leucadia National Corporation shareholders' equity

$

5,531,383


$

690,674


$

1,701,905


$

1,711,045


$

766,204


$

-


$

10,401,211