The Quarterly
LUK Q2 2018 10-Q

Leucadia National Corp (LUK) SEC Quarterly Report (10-Q) for Q3 2018

LUK 2018 10-K
LUK Q2 2018 10-Q LUK 2018 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, 2018

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

JEFFERIES FINANCIAL GROUP INC.

(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 o


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 o


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

Large accelerated filer   x

Accelerated filer  o

Non-accelerated filer     o

(Do not check if a smaller reporting company)

Smaller reporting company   o

Emerging growth company   o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


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

Yes o No x


The number of shares outstanding of each of the issuer's classes of common stock at October 24, 2018 was 323,072,855 .




PART I. FINANCIAL INFORMATION


Item I. Financial Statements.

JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

September 30, 2018 and December 31, 2017

(Dollars in thousands, except par value)

(Unaudited)

September 30,

December 31,

2018

2017

ASSETS

Cash and cash equivalents

$

4,895,788


$

5,275,480


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

913,456


578,014


Financial instruments owned, including securities pledged of $12,868,364 and $10,842,051:



Trading assets, at fair value

17,709,245


16,082,676


Available for sale securities

1,868,420


716,561


Total financial instruments owned

19,577,665



16,799,237


Loans to and investments in associated companies

2,450,901


2,066,829


Securities borrowed

7,369,908


7,721,803


Securities purchased under agreements to resell

3,659,059


3,689,559


Receivables

5,864,815


5,419,015


Property, equipment and leasehold improvements, net

346,896


750,403


Intangible assets, net and goodwill

1,894,898


2,463,180


Deferred tax asset, net

468,297


743,811


Other assets

1,506,986


1,661,777


Total assets (1)

$

48,948,669



$

47,169,108


LIABILITIES



Short-term borrowings

$

382,006


$

436,215


Trading liabilities, at fair value

9,479,213


8,454,965


Securities loaned

2,531,504


2,843,911


Securities sold under agreements to repurchase

9,864,483


8,660,511


Other secured financings

1,440,678


1,029,485


Payables, expense accruals and other liabilities

6,680,224


7,167,666


Long-term debt

7,777,425


7,885,783


Total liabilities (1)

38,155,533



36,478,536


Commitments and contingencies





MEZZANINE EQUITY



Redeemable noncontrolling interests

21,385


426,593


Mandatorily redeemable convertible preferred shares

125,000


125,000


EQUITY



Common shares, par value $1 per share, authorized 600,000,000 shares; 331,415,732 and 356,227,038 shares issued and outstanding, after deducting 85,560,514 and 60,165,980 shares held in treasury

331,416


356,227


Additional paid-in capital

4,329,661


4,676,038


Accumulated other comprehensive income

287,745


372,724


Retained earnings

5,672,363


4,700,968


Total Jefferies Financial Group Inc. shareholders' equity

10,621,185



10,105,957


Noncontrolling interests

25,566


33,022


Total equity

10,646,751



10,138,979


Total

$

48,948,669


$

47,169,108



(1)

Total assets include assets related to variable interest entities of $479.0 million and $382.9 million at September 30, 2018 and December 31, 2017 , respectively, and Total liabilities include liabilities related to variable interest entities of $1,441.9 million and $1,031.0 million at September 30, 2018 and December 31, 2017 , respectively. See Note 8 for additional information related to variable interest entities.

See notes to interim consolidated financial statements.


2



JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Operations

For the periods ended September 30, 2018 and 2017

(In thousands, except per share amounts)

(Unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Revenues:

Commissions and other fees

$

155,417


$

139,082


$

461,023


$

437,547


Principal transactions

116,204


84,143


315,622


725,780


Investment banking

460,043


475,702


1,400,331


1,235,586


Interest income

336,736


253,916


939,272


726,972


Manufacturing revenues

94,029


81,939


307,129


243,482


Other

296,548


67,811


440,537


366,335


Total revenues

1,458,977



1,102,593


3,863,914


3,735,702


Interest expense of Jefferies Group

308,131


245,370


906,474


715,092


Net revenues

1,150,846



857,223


2,957,440


3,020,610


Expenses:





Compensation and benefits

461,265


493,471


1,429,439


1,468,373


Cost of sales

84,876


71,596


257,501


210,834


Floor brokerage and clearing fees

44,570


42,852


131,792


133,145


Interest expense

28,837


25,612


74,614


76,762


Depreciation and amortization

32,295


28,760


92,360


82,129


Selling, general and other expenses

245,178


199,441


708,084


552,155


Total expenses

897,021



861,732


2,693,790


2,523,398


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

253,825


(4,509

)

263,650


497,212


Income (loss) related to associated companies

18,867


30,057


84,320


(84,413

)

Income from continuing operations before income taxes

272,692



25,548


347,970


412,799


Income tax provision

90,391


9,770


51,560


127,198


Income from continuing operations

182,301



15,778


296,410


285,601


Income from discontinued operations, net of income tax provision of $0, $53,490, $47,045 and $90,856

-


120,989


130,063


219,151


Gain on disposal of discontinued operations, net of income tax provision of $0, $0, $229,553 and $0

-


-


643,921


-


Net income

182,301



136,767


1,070,394


504,752


Net (income) loss attributable to the noncontrolling interests

12,000


(28

)

13,208


1,941


Net income attributable to the redeemable noncontrolling interests

(390

)

(36,216

)

(37,294

)

(64,538

)

Preferred stock dividends

(1,276

)

(1,172

)

(3,619

)

(3,203

)





Net income attributable to Jefferies Financial Group Inc. common shareholders

$

192,635



$

99,351


$

1,042,689


$

438,952



(continued)











See notes to interim consolidated financial statements.


3



JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Operations, continued

For the periods ended September 30, 2018 and 2017

(In thousands, except per share amounts)

(Unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Basic earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:

Income from continuing operations

$

0.56


$

0.04


$

0.86


$

0.77


Income from discontinued operations

-


0.23


0.26


0.42


Gain on disposal of discontinued operations

-


-


1.82


-


Net income

$

0.56


$

0.27


$

2.94


$

1.19


Diluted earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:

Income from continuing operations

$

0.55


$

0.04


$

0.85


$

0.76


Income from discontinued operations

-


0.23


0.26


0.41


Gain on disposal of discontinued operations

-


-


1.80


-


Net income

$

0.55


$

0.27


$

2.91


$

1.17


Dividends per common share

$

0.1250


$

0.1000


$

0.3250


$

0.2250


Amounts attributable to Jefferies Financial Group Inc. common shareholders:

Income from continuing operations, net of taxes

$

192,635


$

14,992


$

305,846


$

284,889


Income from discontinued operations, net of taxes

-


84,359


92,922


154,063


Gain on disposal of discontinued operations, net of taxes

-


-


643,921


-


Net income

$

192,635


$

99,351


$

1,042,689


$

438,952





























See notes to interim consolidated financial statements.


4



JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

For the periods ended September 30, 2018 and 2017

(In thousands)

(Unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Net income

$

182,301


$

136,767


$

1,070,394


$

504,752


Other comprehensive income (loss):





Net unrealized holding gains (losses) on investments arising during the period, net of income tax provision (benefit) of $(424), $(598), $(567) and $5,106

(1,198

)

(1,030

)

(1,606

)

8,767


Less: reclassification adjustment for net (gains) losses included in net income, net of income tax provision (benefit) of $0, $(257), $37 and $14

(2

)

443


(105

)

(24

)

Net change in unrealized holding gains (losses) on investments, net of income tax provision (benefit) of $(424), $(341), $(604) and $5,092

(1,200

)


(587

)

(1,711

)

8,743


Net unrealized foreign exchange gains (losses) arising during the period, net of income tax provision (benefit) of $(3,367), $4,374, $(4,160) and $12,929

(27,660

)

11,250


(59,067

)

49,125


Less: reclassification adjustment for foreign exchange (gains) losses included in net income, net of income tax provision (benefit) of $0, $(11), $(16) and $1,086

-


20


(20,459

)

5,310


Net change in unrealized foreign exchange gains (losses), net of income tax provision (benefit) of $(3,367), $4,385, $(4,144) and $11,843

(27,660

)


11,270


(79,526

)

54,435


Net unrealized gains (losses) on instrument specific credit risk arising during the period, net of income tax provision (benefit) of $355, $2,149, $4,596 and $(5,270)

1,169


3,508


15,887


(8,870

)

Less: reclassification adjustment for instrument specific credit risk (gains) losses included in net income, net of income tax provision (benefit) of $48, $0, $126 and $0

(101

)

-


(371

)

-


Net change in unrealized instrument specific credit risk gains (losses), net of income tax provision (benefit) of $307, $2,149, $4,470 and $(5,270)

1,068



3,508


15,516


(8,870

)

Net change in unrealized cash flow hedges gains (losses), net of income tax provision (benefit) of $0, $0, $513 and $0

85


(1,585

)

1,584


(1,585

)

Reclassification adjustment for pension (gains) losses included in net income, net of income tax provision (benefit) of $(169), $(201), $(508) and $(1,835)

479


438


6,742


66


Other comprehensive income (loss), net of income taxes

(27,228

)


13,044


(57,395

)

52,789


Comprehensive income

155,073



149,811


1,012,999


557,541


Comprehensive (income) loss attributable to the noncontrolling interests

12,000


(28

)

13,208


1,941


Comprehensive income attributable to the redeemable noncontrolling interests

(390

)

(36,216

)

(37,294

)

(64,538

)

Preferred stock dividends

(1,276

)

(1,172

)

(3,619

)

(3,203

)

Comprehensive income attributable to Jefferies Financial Group Inc. common shareholders

$

165,407



$

112,395


$

985,294


$

491,741














See notes to interim consolidated financial statements.


5



JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2018 and 2017

(In thousands)

(Unaudited)

2018

2017

Net cash flows from operating activities:

Net income

$

1,070,394


$

504,752


Adjustments to reconcile net income to net cash provided by operations:



Pre-tax income from discontinued operations, including gain on disposal

(1,050,582

)

(310,007

)

Deferred income tax provision

275,307


185,994


Depreciation and amortization of property, equipment and leasehold improvements

80,647


69,480


Other amortization

(26,796

)

(21,107

)

Share-based compensation

37,975


31,494


Provision for doubtful accounts

26,529


26,764


Net securities (gains) losses

1,019


(21,278

)

(Income) loss related to associated companies

(115,007

)

19,090


Distributions from associated companies

98,426


100,033


Net losses related to property and equipment, and other assets

10,833


11,414


Gain on sale of subsidiaries and associated companies

(221,712

)

(178,236

)

Net change in:

Securities deposited with clearing and depository organizations

64,890


119


Trading assets

(1,670,376

)

(639,464

)

Securities borrowed

309,722


-


Securities purchased under agreements to resell

(53,020

)

524,937


Receivables from brokers, dealers and clearing organizations

(261,534

)

(602,761

)

Receivables from customers of securities operations

(398,154

)

(458,066

)

Other receivables

(70,514

)

(137,408

)

Other assets

(23,910

)

(44,494

)

Trading liabilities

1,122,273


327,587


Securities loaned

(275,629

)

(68,310

)

Securities sold under agreements to repurchase

1,250,575


1,668,725


Payables to brokers, dealers and clearing organizations

(287,288

)

(652,668

)

Payables to customers of securities operations

523,611


162,387


Trade payables, expense accruals and other liabilities

(291,973

)

134,125


Other

(90,448

)

73,525


Net cash provided by operating activities - continuing operations

35,258



706,627


Net cash provided by operating activities - discontinued operations

164,650


354,289


Net cash provided by operating activities

199,908


1,060,916


Net cash flows from investing activities:



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

(282,397

)

(90,168

)

Proceeds from disposals of property and equipment, and other assets

11,994


25,213


Proceeds from sale of subsidiaries, net of expenses and cash of operations sold

100,000


289,767


Proceeds from sale of associated companies

379,130


-


Advances on notes, loans and other receivables

(10,000

)

(46,532

)

Collections on notes, loans and other receivables

17,404


268,920


Loans to and investments in associated companies

(1,936,496

)

(3,043,800

)

Capital distributions and loan repayments from associated companies

1,970,648


2,765,006


Purchases of investments (other than short-term)

(3,242,732

)

(770,687

)

Proceeds from maturities of investments

1,000,146


196,493


Proceeds from sales of investments

1,012,423


412,158


Other

130


1,341


Net cash provided by (used for) investing activities - continuing operations

(979,750

)


7,711


Net cash provided by (used for) investing activities - discontinued operations

861,209


(36,465

)

Net cash used for investing activities

(118,541

)

(28,754

)

(continued)


See notes to interim consolidated financial statements.


6



JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows, continued

For the nine months ended September 30, 2018 and 2017

(In thousands)

(Unaudited)

2018

2017

Net cash flows from financing activities:

Issuance of debt, net of issuance costs

$

2,198,326


$

1,349,399


Other changes in short-term borrowings, net

-


4,282


Repayment of debt

(2,024,680

)

(652,889

)

Net change in other secured financings

409,780


(134,743

)

Net change in bank overdrafts

2,369


(5,764

)

Issuance of common shares

3,486


1,288


Distributions to noncontrolling interests

-


(9,617

)

Contributions from noncontrolling interests

113


25,724


Purchase of common shares for treasury

(635,835

)

(75,930

)

Dividends paid

(111,776

)

(81,445

)

Other

456


(185

)

Net cash provided by (used for) financing activities - continuing operations

(157,761

)

420,120


Net cash provided by (used for) financing activities - discontinued operations

120,322


(202,137

)

Net cash provided by (used for) financing activities

(37,439

)

217,983


Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

(16,469

)

5,550


Change in cash classified as assets held for sale

-


(3,136

)

Net increase in cash, cash equivalents and restricted cash

27,459


1,252,559




Cash, cash equivalents and restricted cash at January 1,

5,774,505


4,597,113




Cash, cash equivalents and restricted cash at September 30,

$

5,801,964


$

5,849,672



The following presents our cash, cash equivalents and restricted cash by category within the Consolidated Statements of Financial Condition to the total of the same amounts in the Consolidated Statements of Cash Flows above (in thousands):

September 30, 2018

September 30, 2017

Cash and cash equivalents

$

4,895,788


$

5,016,932


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

878,616


803,970


Other assets

27,560


28,770


Total cash, cash equivalents and restricted cash

$

5,801,964


$

5,849,672













See notes to interim consolidated financial statements.


7



JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the nine months ended September 30, 2018 and 2017

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

(Unaudited)


Jefferies Financial Group Inc. 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, 2017

$

359,425


$

4,812,587


$

310,697


$

4,645,391


$

10,128,100


$

175,549


$

10,303,649


Net income




438,952


438,952


(1,941

)

437,011


Other comprehensive income, net of taxes



52,789



52,789



52,789


Contributions from noncontrolling interests





-


25,724


25,724


Distributions to noncontrolling interests





-


(9,617

)

(9,617

)

Change in interest in consolidated subsidiary


48




48


(48

)

-


Share-based compensation expense


31,494




31,494



31,494


Change in fair value of redeemable noncontrolling interests


(24,404

)



(24,404

)


(24,404

)

Purchase of common shares for treasury

(3,883

)

(92,999

)



(96,882

)


(96,882

)

Dividends ($.225 per common share)




(83,920

)

(83,920

)


(83,920

)

Other

648


5,085




5,733




5,733


Balance, September 30, 2017

$

356,190



$

4,731,811



$

363,486



$

5,000,423



$

10,451,910



$

189,667



$

10,641,577


Balance, January 1, 2018

$

356,227


$

4,676,038


$

372,724


$

4,700,968


$

10,105,957


$

33,022


$

10,138,979


Cumulative effect of the adoption of accounting standards

(27,584

)

45,396


17,812



17,812


Balance, January 1, 2018, as adjusted

356,227


4,676,038


345,140


4,746,364


10,123,769


33,022


10,156,791


Net income




1,042,689


1,042,689


(13,208

)

1,029,481


Other comprehensive loss, net of taxes



(57,395

)


(57,395

)


(57,395

)

Contributions from noncontrolling interests





-


113


113


Reversal of cumulative National Beef redeemable noncontrolling interests fair value adjustments prior to deconsolidation


237,669




237,669


237,669


Change in interest in consolidated subsidiary


2,677




2,677


(2,677

)

-


Share-based compensation expense


37,975




37,975



37,975


Change in fair value of redeemable noncontrolling interests


(28,136

)



(28,136

)


(28,136

)

Consolidation of asset management entity

-


8,316


8,316


Exercise of options to purchase common shares

109


2,376


2,485


2,485


Purchase of common shares for treasury

(26,316

)

(609,519

)



(635,835

)


(635,835

)

Dividends ($.325 per common share)




(116,690

)

(116,690

)


(116,690

)

Other

1,396


10,581




11,977




11,977


Balance, September 30, 2018

$

331,416



$

4,329,661



$

287,745



$

5,672,363



$

10,621,185



$

25,566



$

10,646,751








See notes to interim consolidated financial statements.


8



JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements



Note 1.  Nature of Operations


Jefferies Financial Group Inc. ("Jefferies" or the "Company"), formerly known as Leucadia National Corporation, operates the largest independent full-service global investment banking firm headquartered in the U.S., together with an established merchant banking business. We engage in investment banking, sales and trading and asset management through Jefferies Group LLC ("Jefferies Group"). From time to time, we evaluate the retention and disposition of businesses and investments, and changes in the mix of these holdings should be expected.

We own 31% 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. On June 5, 2018, we completed the sale of 48% of National Beef to Marfrig Global Foods S.A. ("Marfrig") for $907.7 million in cash, reducing our ownership in National Beef from 79% to 31% . The pre-tax gain recognized as a result of this transaction was $873.5 million for the nine months ended September 30, 2018 . During 2018, prior to the closing, we received an additional $229.4 million in distributions of recent profits plus a true-up to the debt amount set in the enterprise valuation associated with the sale. Marfrig has also acquired a further 3% of National Beef from other equity owners and owns 51% of National Beef. We will continue to designate two board members and have a series of other rights in respect of our continuing equity interest, with a lockup period of five years and thereafter fair market value liquidity protections. As of the closing of the sale on June 5, 2018, we deconsolidated our investment in National Beef and account for our remaining 31% interest in National Beef under the equity method of accounting. We have classified the results of National Beef prior to June 5, 2018 as discontinued operations in the Consolidated Statements of Operations. See Note 24 for more information.


During the third quarter of 2018, we sold 100% of our equity interests in Garcadia, our auto dealer group, and our associated real estate to our former partners, the Garff family, for $417.2 million in cash. The pre-tax gain recognized as a result of this transaction, $221.7 million for the three and nine months ended September 30, 2018 , is classified as Other revenue.


Vitesse Energy, LLC ("Vitesse Energy Finance") is our consolidated subsidiary that acquires and invests in 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. These non-operated interests represent Vitesse Energy Finance's share of mineral rights associated with specified acreage. As operators convert undeveloped portions of this acreage into flowing horizontal wells, our interests in the mineral rights are essentially converted into interests in the cash flows associated with the wells. In April 2018, Vitesse Energy Finance acquired a package of non-operated Bakken assets from a private equity fund for $190 million in cash, of which approximately $144 million was funded as equity by Jefferies and the balance was drawn under Vitesse Energy Finance's credit line. The assets purchased include interests in mineral rights associated with future oil and gas development, as well as interests in existing cash flows from producing wells through revenue sharing arrangements.

Leucadia Asset Management ("LAM") supports and develops focused alternative asset management businesses led by distinct management teams. We are patiently developing this business over time, and changes in the platforms and structure should be expected. During the second quarter of 2018, we took steps to expand our asset management efforts including the formation of a strategic relationship with Weiss Multi-Strategy Advisers LLC and we invested $250.0 million in Weiss' strategy. We will receive a profit share in the first year, and a revenue share thereafter. In addition, we entered into an agreement with Schonfeld Strategic Advisors LLC to merge the business of Folger Hill Asset Management with Schonfeld's fundamental equities business, under the Schonfeld brand. In connection with the pending transaction, we have agreed to make a $250.0 million investment in the combined strategy and we will own a revenue share in the management company. On October 1, 2018, Jefferies transferred its membership interests in certain funds and separately managed accounts which are managed by Leucadia Asset Management, as well as its interest in Berkadia Commercial Mortgage LLC ("Berkadia"), to Jefferies Group (collectively, "the Transfer"). The Transfer was accomplished as a capital contribution to Jefferies Group of approximately $596 million and an internal transfer of cash from Jefferies Group of $78.3 million to the Jefferies parent company.


On July 13, 2018, HRG Group, Inc. ("HRG") merged into its 62% owned subsidiary, Spectrum Brands Holdings, Inc. ("Spectrum Brands"). Our approximately 23% interest in HRG thereby converted into approximately 14% of the outstanding shares of Spectrum Brands, a NYSE company.


On October 2, 2018, our Board of Directors and senior management approved a change of our fiscal year end from a calendar year basis to a fiscal year ending on November 30, consistent with the fiscal year of Jefferies Group. We will file a transition report on Form 10-K for the transition period from January 1, 2018 to November 30, 2018.


9




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. For a detailed discussion about the Company's significant accounting policies, see Note 2, Significant Accounting Policies, included in our Annual Report on Form 10-K for the year ended December 31, 2017 ("2017 10-K").


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.


Jefferies Group has a November 30 year-end, which it retains for standalone reporting purposes. We reflect Jefferies Group in our consolidated financial statements utilizing a one month lag. We have reviewed Jefferies Group's business and internal operating results for the month of September 2018 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. In connection with the planned change of our fiscal year-end to November 30, we also plan to eliminate the one month lag utilized to reflect Jefferies Group results in our consolidated financial statements, starting with a transition report on Form 10-K for the transition period from January 1, 2018 to November 30, 2018.


During the nine months ended September 30, 2018 , other than the following, there were no significant updates made to the Company's significant accounting policies. The accounting policy changes are attributable to the adoption of the Financial Accounting Standards Board ("FASB") guidance on Revenue from Contracts with Customers (the "new revenue standard"). These revenue recognition policy updates are applied prospectively in our financial statements from January 1, 2018 forward using the modified retrospective approach. Reported financial information for the historical comparable periods were not revised and continue to be reported under the accounting standards in effect during the historical periods.


Revenue Recognition Policies

Investment Banking Revenues:

Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed.

Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related expenses, including expenses incurred related to restructuring advisory engagements, are expensed as incurred.

All investment banking expenses are recognized within their respective expense category in the Consolidated Statements of Operations and any expenses reimbursed by clients are recognized as Investment banking revenues.

Asset Management Fees:

Performance fee revenue is generally recognized only at the end of the performance period to the extent that the benchmark return has been met.

See Accounting Developments - Adopted Accounting Standards below and Note 17 for further information.


Changes to the Consolidated Statements of Operations


Manufacturing revenues, which were previously reported within Other revenues, are now reported separately in the Consolidated Statements of Operations. Manufacturing revenues are primarily from Idaho Timber, which manufactures and distributes an extensive range of quality wood products to markets across North America. Idaho Timber's primary business consists of the sale of lumber that is manufactured or remanufactured at one of its locations. Agreements with customers for these sales specify the


10



type, quantity and price of products to be delivered as well as the delivery date and payment terms. The transaction price is fixed at the time of sale and revenue is generally recognized when the customer takes control of the product.


We have reorganized the presentation of our gains and losses generated from our capital invested in asset management funds. This was previously presented as Other revenues and is now presented within Principal transactions revenues. For the three months ended September 30, 2017 , this resulted in a decrease to Principal transactions revenues of $11.3 million and an increase to Other revenues of $11.3 million . For the nine months ended September 30, 2017 , this resulted in a decrease to Principal transactions revenues of $12.2 million and an increase to Other revenues of $12.2 million .


Receivables


At September 30, 2018 and December 31, 2017 , Receivables include receivables from brokers, dealers and clearing organizations of $2,878.5 million and $2,635.2 million , respectively, and receivables from customers of securities operations of $1,951.8 million and $1,563.8 million , respectively.


Payables, expense accruals and other liabilities


At September 30, 2018 and December 31, 2017 , Payables, expense accruals and other liabilities include payables to brokers, dealers and clearing organizations of $1,913.3 million and $2,228.9 million , respectively, and payables to customers of securities operations of $3,187.6 million and $2,664.0 million , respectively.


Supplemental Cash Flow Information

For the Nine Months Ended September 30,

2018

2017

Cash paid during the year for:

(In thousands)

Interest

$

1,059,139


$

837,020


Income tax payments (refunds), net

$

28,204


$

9,183


During the nine months ended September 30, 2017 , we had $21.0 million in non-cash financing activities related to purchases of common shares for treasury which settled subsequent to quarter end.


Accounting Developments - Adopted Accounting Standards


Revenue Recognition.   In May 2014, the FASB issued new guidance that defines how companies report revenues from contracts with customers, and also requires enhanced disclosures. The core principle of 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 or services. We adopted the guidance as of January 1, 2018 and recognized an increase of $17.8 million after-tax to beginning retained earnings as the cumulative effect of adoption of accounting standards. The increase primarily relates to the recognition of $24.3 million of revenue previously deferred from the sale of real estate to HomeFed in 2014, offset by a decrease of $6.1 million related to Jefferies Group. For Jefferies Group, the impact of adoption primarily related to investment banking expenses that were deferred as of December 31, 2017 under the previously existing accounting guidance, which would have been expensed in prior periods under the new revenue standard and investment banking revenues that were previously recognized in prior periods, which would have been deferred as of December 31, 2017 under the new revenue standard. We elected to adopt the new guidance using a modified retrospective approach applied to contracts that were not completed as of January 1, 2018. Accordingly, the new revenue standard is applied prospectively in our financial statements from January 1, 2018 forward and reported financial information for historical comparable periods is not revised and continues to be reported under the accounting standards in effect during those historical periods.


11





The new revenue standard does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other GAAP, and as a result, did not have an impact on the elements of our Consolidated Statements of Operations most closely associated with financial instruments, including Principal transactions revenues, Interest income and Interest expense. The new revenue standard primarily impacts Jefferies Group's revenue recognition and presentation accounting policies as follows:


Investment Banking Revenues. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed, as the performance obligation is to successfully broker a specific transaction.


Certain Capital Markets Revenues. Revenues associated with price stabilization activities as part of a securities underwriting were historically recognized as part of Investment banking revenues. Under the new revenue standard, revenues from these activities are recognized within Principal transactions revenues, as these revenues are not considered to be within the scope of the new standard.


• Investment Banking Advisory Expenses. Historically, expenses associated with investment banking advisory assignments were deferred until reimbursed by the client, the related fee revenue is recognized or the engagement is otherwise concluded. Under the new revenue standard, expenses are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related expenses, including expenses incurred related to restructuring assignments, are expensed as incurred.


Investment Banking Underwriting and Advisory Expenses. Expenses have historically been recorded net of client reimbursements and/or netted against revenues. Under the new revenue standard, all investment banking expenses will be recognized within their respective expense category in the Consolidated Statements of Operations and any expense reimbursements will be recognized as Investment banking revenues (i.e., expenses are no longer recorded net of client reimbursements and are not netted against revenues).


Asset Management Fees. In certain asset management fee arrangements, Jefferies Group and LAM receive performance-based fees, which vary with performance or, in certain cases, are earned when the return on assets under management exceed certain benchmark returns or other performance targets. Historically, performance fees have been accrued (or reversed) quarterly based on measuring performance to date versus any relevant benchmark return hurdles stated in the investment management agreement. Under the new revenue standard, performance fees are considered variable as they are subject to fluctuation (e.g., based on market performance) and/or are contingent on a future event during the measurement period (e.g., exceeding a specified benchmark index) and are recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Accordingly, performance fee revenue will generally be recognized only at the end of the performance period to the extent that the benchmark return has been met.


12




There was no significant impact as a result of applying the new revenue standard to our consolidated financial statements for the three and nine months ended September 30, 2018 , except as it relates to the presentation of Jefferies Group's investment banking expenses. The table below presents the impact of applying the new revenue recognition standard to the Consolidated Statements of Operations for the three and nine months ended September 30, 2018 as a result of the change in presentation of investment banking expenses (in thousands):

For the Three Months Ended

September 30, 2018

For the Nine Months Ended

September 30, 2018

As Reported

Impact of Adoption of Revenue Recognition Standard

Financial Results Prior to Adoption of Revenue Recognition Standard

As Reported

Impact of Adoption of Revenue Recognition Standard

Financial Results Prior to Adoption of Revenue Recognition Standard

Revenues:

Commissions and other fees

$

155,417


$

-


$

155,417


$

461,023


$

-


$

461,023


Principal transactions

116,204


-


116,204


315,622


-


315,622


Investment banking

460,043


36,319


423,724


1,400,331


101,146


1,299,185


Interest income

336,736


-


336,736


939,272


-


939,272


Manufacturing revenues

94,029


-


94,029


307,129


-


307,129


Other

296,548


-


296,548


440,537


-


440,537


Total revenues

1,458,977


36,319


1,422,658


3,863,914


101,146


3,762,768


Interest expense of Jefferies Group

308,131


-


308,131


906,474


-


906,474


Net revenues

1,150,846


36,319


1,114,527


2,957,440


101,146


2,856,294


Expenses:




Compensation and benefits

461,265


-


461,265


1,429,439


-


1,429,439


Cost of sales

84,876


-


84,876


257,501


-


257,501


Floor brokerage and clearing fees

44,570


-


44,570


131,792


-


131,792


Interest expense

28,837


-


28,837


74,614


-


74,614


Depreciation and amortization

32,295


-


32,295


92,360


-


92,360


Selling, general and other expenses

245,178


36,319


208,859


708,084


101,146


606,938


Total expenses

897,021


36,319


860,702


2,693,790


101,146


2,592,644


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

$

253,825


$

-


$

253,825


$

263,650


$

-


$

263,650




13



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 have adopted the new guidance as of January 1, 2018 with a cumulative effect increase to opening retained earnings of $27.6 million and a corresponding decrease to Accumulated other comprehensive income. The opening retained earnings adjustment is to recognize the unrealized gains we had for available for sale equity securities. Beginning in 2018, these available for sale equity securities are now reported as part of Trading assets, at fair value within the Consolidated Statements of Financial Condition. Early adoption was permitted for the accounting guidance on financial liabilities under the fair value option and we adopted this guidance in the first quarter of 2016. The adoption of the guidance on financial liabilities under the fair value option did not have a material impact on our consolidated financial statements.


Retirement Benefits. In March 2017, the FASB issued new guidance for improving the presentation of net periodic pension costs in the statement of operations. The update also allows the service cost to be eligible for capitalization, when applicable. We adopted this guidance in the first quarter of 2018 and the adoption did not have a material impact on our consolidated financial statements. The adoption of this guidance resulted in the following adjustments to the Consolidated Statements of Operations for the three and nine months ended September 30, 2017 : a decrease of $0.9 million and $2.6 million , respectively, to Compensation and benefits expenses and an increase to Selling, general and other expenses of $0.9 million and $2.6 million , respectively.


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. In November 2016, the FASB issued new guidance on restricted cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. We adopted this guidance in the first quarter of 2018. Prior periods were retrospectively adjusted to conform to the current period presentation. The adoption of the guidance did not have a material impact on our Consolidated Statements of Cash Flows. Upon adoption, we recorded an increase of $49.3 million in Net cash provided by operating activities and a decrease of $6.7 million in Net cash provided by investing activities for the nine months ended September 30, 2017 related to reclassifying the changes in our restricted cash balance from operating and investing activities to the cash and cash equivalent balances within the Consolidated Statements of Cash Flows.


Compensation. In May 2017, the FASB issued new guidance providing clarity and reducing diversity in practice and cost and complexity when accounting for a change to the terms or conditions of a share-based payment award. We adopted this guidance in the first quarter of 2018 and the adoption did not have a material impact on our consolidated financial statements.


Fair Value Measurement. In August 2018, the FASB issued new guidance to improve the effectiveness of disclosure requirements on fair value measurement by eliminating certain disclosure requirements for fair value measurements for all entities, requiring public entities to disclose certain new information and modifying some disclosure requirements. We early adopted this guidance in the third quarter of 2018 and the adoption did not have a material impact on our consolidated financial statements.



14



Accounting Developments - Accounting Standards to be Adopted in Future Periods


Leases. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The FASB requires the recognition of all leases that are longer than one year onto the balance sheet, which will result in the recognition of a right of use asset and a corresponding lease liability. The right of use asset and lease liability will be measured initially using the present value of the remaining rental payments. A significant portion of the population of contracts that will be subject to recognition on our Consolidated Statements of Financial Condition have been identified; however, their initial measurement still remains under evaluation. We are currently modifying our lease accounting systems to enable us to comply with the accounting requirements of this guidance. In July 2018, the FASB issued additional guidance on leases which allows an entity to recognize a cumulative-effect adjustment to the opening balance of retained earnings upon adoption. The guidance is effective for annual and interim periods beginning after December 15, 2018. We plan on adopting the lease standard in the first quarter of fiscal 2020 with a cumulative-effect adjustment to opening retained earnings in the period of adoption. 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 in the first quarter of fiscal 2021. We are currently evaluating the impact this new guidance will have on our consolidated financial statements.


Goodwill. In January 2017, the FASB issued new guidance for simplifying goodwill impairment testing. The guidance is effective in the first quarter of fiscal 2021. We do not believe the new guidance will have a material impact on our consolidated financial statements.


Derivatives and hedging. In August 2017, the FASB issued new guidance to improve the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. The guidance is effective in the first quarter of fiscal 2020 and early adoption is permitted. We do not believe the new guidance will have a material impact on our consolidated financial statements.


Defined Benefit Plans. In August 2018, the FASB issued new guidance to improve the effectiveness of disclosure requirements on defined benefit pension plans and other post-retirement plans. The guidance is effective in the first quarter of fiscal 2021. We do not believe the new guidance will have a material impact on our consolidated financial statements.


Internal-Use Software. In August 2018, the FASB issued new guidance which amends the definition of a hosting arrangement and requires that the customer in a hosting arrangement that is a service contract capitalize certain implementation costs as if the arrangement was an internal-use software project. The guidance is effective in the first quarter of fiscal 2021. We are currently evaluating the impact of the new guidance on our consolidated financial statements.




15



Note 3.  Fair Value Disclosures


The following is a summary of our financial instruments, trading liabilities, short-term borrowings and long-term debt that are accounted for at fair value on a recurring basis, excluding Investments at fair value based on net asset value ("NAV") (within trading assets) of $399.0 million and $590.1 million at September 30, 2018 and December 31, 2017 , respectively, by level within the fair value hierarchy (in thousands):

September 30, 2018

Level 1

Level 2

Level 3

Counterparty

and

Cash

Collateral

Netting (1)

Total

Assets:

Trading assets, at fair value:

Corporate equity securities

$

3,635,288


$

72,569


$

49,683


$

-


$

3,757,540


Corporate debt securities

-


2,498,031


9,651


-


2,507,682


Collateralized debt obligations and

collateralized loan obligations

-


82,339


33,981


-


116,320


U.S. government and federal agency securities

3,000,805


45,889


-


-


3,046,694


Municipal securities

-


749,616


-


-


749,616


Sovereign obligations

1,319,415


669,919


-


-


1,989,334


Residential mortgage-backed securities

-


1,894,533


4,954


-


1,899,487


Commercial mortgage-backed securities

-


791,449


23,916


-


815,365


Other asset-backed securities

-


263,967


69,305


-


333,272


Loans and other receivables

-


1,455,496


48,985


-


1,504,481


Derivatives

13,117


3,507,491


3,137


(3,334,100

)

189,645


Investments at fair value

-


-


326,977


-


326,977


FXCM term loan

-


-


73,800


-


73,800


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

$

7,968,625



$

12,031,299



$

644,389



$

(3,334,100

)


$

17,310,213


Available for sale securities:






U.S. government securities

$

1,607,725


$

-


$

-


$

-


$

1,607,725


Residential mortgage-backed securities

-


146,678


-


-


146,678


Commercial mortgage-backed securities

-


15,719


-


-


15,719


Other asset-backed securities

-


98,298


-


-


98,298


Total available for sale securities

$

1,607,725



$

260,695



$

-



$

-



$

1,868,420


Liabilities:






Trading liabilities:






Corporate equity securities

$

2,221,325


$

1,507


$

413


$

-


$

2,223,245


Corporate debt securities

-


1,511,979


1,557


-


1,513,536


U.S. government and federal agency securities

1,398,222


-


-


-


1,398,222


Sovereign obligations

1,513,237


969,845


55


-


2,483,137


Commercial mortgage-backed securities

-


-


70


-


70


Loans

-


1,136,579


8,661


-


1,145,240


Derivatives

8,487


4,149,630


12,134


(3,454,488

)

715,763


Total trading liabilities

$

5,141,271



$

7,769,540



$

22,890



$

(3,454,488

)


$

9,479,213


Long-term debt - structured notes

$

-


$

545,927


$

163,630


$

-


$

709,557



16



December 31, 2017

Level 1

Level 2

Level 3

Counterparty

and

Cash

Collateral

Netting (1)

Total

Assets:

Trading assets, at fair value:

Corporate equity securities

$

2,975,463


$

60,300


$

22,270


$

-


$

3,058,033


Corporate debt securities

-


3,261,300


26,036


-


3,287,336


Collateralized debt obligations and

collateralized loan obligations

-


139,166


42,184


-


181,350


U.S. government and federal agency securities

1,269,230


39,443


-


-


1,308,673


Municipal securities

-


710,513


-


-


710,513


Sovereign obligations

1,381,552


1,035,907


-


-


2,417,459


Residential mortgage-backed securities

-


1,453,294


26,077


-


1,479,371


Commercial mortgage-backed securities

-


508,115


12,419


-


520,534


Other asset-backed securities

-


217,111


61,129


-


278,240


Loans and other receivables

-


1,620,581


47,304


-


1,667,885


Derivatives

165,396


3,323,278


9,295


(3,318,481

)

179,488


Investments at fair value

-


946


329,944


-


330,890


FXCM term loan

-


-


72,800


-


72,800


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

$

5,791,641



$

12,369,954



$

649,458



$

(3,318,481

)


$

15,492,572


Available for sale securities:






Corporate equity securities (2)

$

88,486


$

-


$

-


$

-


$

88,486


U.S. government securities

552,805


-


-


-


552,805


Residential mortgage-backed securities

-


34,561


-


-


34,561


Commercial mortgage-backed securities

-


5,870


-


-


5,870


Other asset-backed securities

-


34,839


-


-


34,839


Total available for sale securities

$

641,291



$

75,270



$

-



$

-



$

716,561


Liabilities:






Trading liabilities:






Corporate equity securities

$

1,721,267


$

32,122


$

48


$

-


$

1,753,437


Corporate debt securities

-


1,688,825


522


-


1,689,347


U.S. government and federal agency securities

1,430,737


-


-


-


1,430,737


Sovereign obligations

1,216,643


956,992


-


-


2,173,635


Commercial mortgage-backed securities

-


-


105


-


105


Loans

-


1,148,824


3,486


-


1,152,310


Derivatives

249,361


3,480,506


16,041


(3,490,514

)

255,394


Total trading liabilities

$

4,618,008



$

7,307,269



$

20,202



$

(3,490,514

)


$

8,454,965


Short-term borrowings

$

-


$

23,324


$

-


$

-


$

23,324


Long-term debt - structured notes

$

-


$

606,956


$

-


$

-


$

606,956



(1)

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

(2)

As of January 1, 2018, the Company adopted the FASB's new guidance that affects the accounting for equity investments and the presentation and disclosure requirements for financial instruments. At September 30, 2018 , equity investments are primarily classified as Trading assets, at fair value and the change in fair value of equity securities is now recognized through the Consolidated Statements of Operations. See Note 2 for additional information.



17



The following is a description of the valuation basis, including valuation techniques and inputs, used in measuring our financial assets and liabilities that are accounted for at fair value on a recurring basis:


Corporate Equity Securities


Exchange Traded Equity Securities:   Exchange traded equity securities are measured based on quoted closing exchange prices, which are generally obtained from external pricing services, and are categorized within Level 1 of the fair value hierarchy, otherwise they are categorized within Level 2 of the fair value hierarchy. To the extent these securities are actively traded, valuation adjustments are not applied.

Non-Exchange Traded Equity Securities :  Non-exchange traded equity securities are measured primarily using broker quotations, pricing data from external pricing services and prices observed from recently executed market transactions and are categorized within Level 2 of the fair value hierarchy. Where such information is not available, non-exchange traded equity securities are categorized within Level 3 of the fair value hierarchy and measured using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/Earnings before interest, taxes, depreciation and amortization ("EBITDA"), price/book value), discounted cash flow analyses and transaction prices observed from subsequent financing or capital issuance by Jefferies Group. When using pricing data of comparable companies, judgment must be applied to adjust the pricing data to account for differences between the measured security and the comparable security (e.g., issuer market capitalization, yield, dividend rate, geographical concentration).

Equity Warrants:   Non-exchange traded equity warrants are measured primarily using pricing data from external pricing services, prices observed from recently executed market transactions and broker quotations and are categorized within Level 2 of the fair value hierarchy. Where such information is not available, non-exchange traded equity warrants are generally categorized within Level 3 of the fair value hierarchy and 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 from recently executed market transactions and bond spreads or credit default swap spreads of the issuer adjusted for basis differences between the swap curve and the bond curve. 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 from recently executed market transactions of institutional size. Where pricing data is less observable, valuations are categorized within Level 3 of the fair value hierarchy and are based on pending transactions involving the issuer or comparable issuers, prices implied from an issuer's subsequent financing or recapitalization, models incorporating financial ratios and projected cash flows of the issuer and market prices for comparable issuers.


Collateralized Debt Obligations and Collateralized Loan Obligations


Collateralized Debt Obligations ("CDOs") and Collateralized Loan Obligations ("CLOs") are measured based on prices observed from recently executed market transactions of the same or similar security or based on valuations received from third party brokers or data providers and are categorized within Level 2 or Level 3 of the fair value hierarchy depending on the observability and significance of the pricing inputs. Valuation that is based on recently executed market transactions of similar securities incorporates additional review and analysis of pricing inputs and comparability criteria, including, but not limited to, collateral type, tranche type, rating, origination year, prepayment rates, default rates and loss severity.


U.S. Government and Federal Agency Securities


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

U.S. Agency Debt Securities:   Callable and non-callable U.S. agency debt securities are measured primarily based on quoted market prices obtained from external pricing services and are generally categorized within Level 1 or Level 2 of the fair value hierarchy.


18




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


Sovereign government obligations are measured based on quoted market prices obtained from external pricing services, where available, or recently executed independent transactions of comparable size. Sovereign government obligations are categorized within Level 1 or Level 2 of the fair value hierarchy, primarily based on the country of issuance. Sovereign government obligations

are categorized within Level 2 or Level 3 of the fair value hierarchy depending on the observability of these input parameters.


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 principal-only and interest-only (including inverse interest-only) securities. Agency residential mortgage-backed securities are generally measured using recent transactions, pricing data from external pricing services or expected future cash flow techniques that incorporate prepayment models and other prepayment assumptions to amortize the underlying mortgage loan collateral and are categorized within Level 2 of the fair value hierarchy. We use prices observed from recently executed transactions to develop market-clearing spread and yield curve assumptions. Valuation inputs with regard to the underlying collateral incorporate factors such as weighted average coupon, loan-to-value, credit scores, geographic location, maximum and average loan size, originator, servicer and weighted average loan age.

Non-Agency Residential Mortgage-Backed Securities:   The fair value of non-agency residential mortgage-backed securities is determined primarily using discounted cash flow methodologies and securities are categorized within Level 2 or Level 3 of the fair value hierarchy based on the observability and significance of the pricing inputs used. Performance attributes of the underlying mortgage loans are evaluated to estimate pricing inputs, such as prepayment rates, default rates and the severity of credit losses. Attributes of the underlying mortgage loans that affect the pricing inputs include, but are not limited to, weighted average coupon; average and maximum loan size; loan-to-value; credit scores; documentation type; geographic location; weighted average loan age; originator; servicer; historical prepayment, default and loss severity experience of the mortgage loan pool; and delinquency rate. Yield curves used in the discounted cash flow models are based on observed market prices for comparable securities and published interest rate data to estimate market yields. In addition, broker quotes, where available, are also referenced to compare prices primarily on interest-only securities.


Commercial Mortgage-Backed Securities


Agency Commercial Mortgage-Backed Securities:   Government National Mortgage Association ("GNMA") project loan bonds are measured based on inputs corroborated from and benchmarked to observed prices of recent securitization transactions of similar securities with adjustments incorporating an evaluation of various factors, including prepayment speeds, default rates and cash flow structures, 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 from recently executed market transactions to estimate market-clearing spread levels for purposes of estimating fair value. GNMA project loan bonds and FNMA DUS mortgage-backed securities are categorized within Level 2 of the fair value hierarchy.

Non-Agency Commercial Mortgage-Backed Securities:   Non-agency commercial mortgage-backed securities are measured using pricing data obtained from external pricing services, prices observed from recently executed market transactions or based on expected cash flow models that incorporate underlying loan collateral characteristics and performance. Non-agency commercial mortgage-backed securities are categorized within Level 2 and Level 3 of the fair value hierarchy depending on the observability of the underlying inputs.


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 or Level 3 of the fair value hierarchy. Valuations are primarily determined using pricing data obtained from external pricing services, broker quotes and prices observed from recently executed market transactions. In addition, recent transaction data from comparable deals is deployed to develop market clearing yields and cumulative loss assumptions. The cumulative loss assumptions are based on the analysis of the underlying collateral and comparisons to earlier deals from the same issuer to gauge the relative performance of the deal.


19




Loans and Other Receivables


Corporate Loans:   Corporate loans categorized within Level 2 of the fair value hierarchy are measured based on market consensus pricing service quotations. Where available, market price quotations from external pricing services are reviewed to ensure they are supported by transaction data. Corporate loans categorized within Level 3 of the fair value hierarchy are measured based on price quotations that are considered to be less transparent, market prices for debt securities of the same creditor and estimates of future cash flows incorporating assumptions regarding creditor default and recovery rates and consideration of the issuer's capital structure.

Participation Certificates in Agency Residential Loans: Valuations of participation certificates in agency residential loans are based on observed market prices of recently executed purchases and sales of similar loans and data provider pricing. The loan participation certificates are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions and availability of data provider pricing.

Project Loans and Participation Certificates in GNMA Project and Construction Loans:   Valuations of participation certificates in GNMA project and construction loans are based on inputs corroborated from and benchmarked to observed prices of recent securitizations with similar underlying loan collateral to derive an implied spread. Securitization prices are adjusted to estimate the fair value of the loans to account for the arbitrage that is realized at the time of securitization. The measurements are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions.

Consumer Loans and Funding Facilities:   Consumer and small business whole loans and related funding facilities are valued based on observed market transactions and incorporating valuation inputs including, but not limited to, delinquency and default rates, prepayment rates, borrower characteristics, loan risk grades and loan age. These assets are categorized within Level 2 or Level 3 of the fair value hierarchy.

Escrow and 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 observations in the same receivable.


Derivatives


Listed Derivative Contracts:   Listed derivative contracts that are actively traded are measured based on quoted exchange prices, broker quotes or vanilla option valuation models, such as Black-Scholes, using observable valuation inputs from the principal market or consensus pricing services. Exchange quotes and/or valuation inputs are generally obtained from external vendors and pricing services. Broker quotes are validated directly through observable and tradeable quotes. Listed derivative contracts that use unadjusted exchange close prices are generally categorized within Level 1 of the fair value hierarchy. All other listed derivative contracts are generally categorized within Level 2 of the fair value hierarchy.

Over-the-Counter ("OTC") Derivative Contracts:   OTC derivative contracts are generally valued using models, whose inputs reflect assumptions that we believe market participants would use in valuing the derivative in a current transaction. 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 Black-Scholes, with key inputs including the underlying security price, foreign exchange spot rate, commodity price, implied volatility, dividend yield, interest rate curve, strike price and maturity date. Discounted cash flow models are utilized to measure certain OTC derivative contracts including the valuations of our interest rate swaps, which incorporate observable inputs related to interest rate curves, valuations of our foreign exchange forwards and swaps, which incorporate observable inputs related to foreign currency spot rates and forward curves and valuations of our commodity swaps and forwards, which incorporate observable inputs related to commodity spot prices and forward curves. Discounted cash flow models are also utilized to measure certain variable funding note swaps, which are backed by CLOs and incorporate constant prepayment rate, constant default rate and loss severity assumptions. 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 generally observable for the underlying asset and used as the basis for measuring the fair value of the derivative contracts. Total return swaps executed on other underlyings are measured based on valuations received from external pricing services.




20




Oil Futures Derivatives: Vitesse Energy Finance uses swaps and call and put options in order to reduce exposure to future oil price fluctuations. Vitesse Energy Finance accounts for the derivative instruments at fair value, which are classified as either Level 1 or Level 2 within the fair value hierarchy. Fair values classified as Level 1 are measured based on quoted closing exchange prices obtained from external pricing services and 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 based on NAV include investments in hedge funds, fund of funds and private equity funds, which are measured at the NAV of the funds, provided by the fund managers and are excluded from the fair value hierarchy. Investments at fair value also include direct equity investments in private companies, which are measured at fair value using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/EBITDA, price/book value), discounted cash flow analyses and transaction prices observed for subsequent financing or capital issuance by the company. Direct equity investments in private companies are categorized within Level 2 or Level 3 of the fair value hierarchy. Additionally, investments at fair value include investments in insurance contracts relating to Jefferies Group's 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. 


The following tables present information about our investments in entities that have the characteristics of an investment company (in thousands).

Fair Value (1)

Unfunded

Commitments

Redemption

Frequency

(if currently eligible)

September 30, 2018

Equity Long/Short Hedge Funds (2)

$

90,347


$

-


(2)

Fixed Income and High Yield Hedge Funds (3)

219


-


-

Fund of Funds (4)

175


-


-

Equity Funds (5)

36,702


20,209


-

Commodity Funds (6)

10,228


-


-

Multi-asset Funds (7)

261,361


-


-

Total

$

399,032


$

20,209


December 31, 2017



Equity Long/Short Hedge Funds (2)

$

407,895


$

-


(2)

Fixed Income and High Yield Hedge Funds (3)

417


-


-

Fund of Funds (4)

189


-


-

Equity Funds (5)

26,798


19,084


-

Multi-asset Funds (7)

154,805


-


-

Total

$

590,104


$

19,084


(1)

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

(2)

This category includes investments in hedge funds that invest, long and short, primarily in equity securities in domestic and international markets in both the public and private sectors. At December 31, 2017 , 73% of these investments were redeemable with 10 business days or less prior written notice; these investments were primarily liquidated during 2018. At September 30, 2018 and December 31, 2017 , 18% and 15% , respectively, of these investments are redeemable with 30 to 60 days prior written notice.

(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. 

(4)

This category includes investments in fund of funds that invest in various private equity funds. The investments in this category are managed by us and have no redemption provisions. These investments are gradually being liquidated or we have requested redemption, however, we are unable to estimate when these funds will be received.

(5)

The investments in this category include investments in equity funds that invest in the equity of various U.S. and foreign private companies in the energy, technology, internet service and telecommunication service industries. These


21



investments cannot be redeemed; instead distributions are received through the liquidation of the underlying assets of the funds, which are expected to be liquidated in one to ten years. 

(6)

This category includes investments in hedge funds that invest, long and short, primarily in commodities. Investments in this category are redeemable with 60 days prior written notice.

(7)

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, 2018 and December 31, 2017 , investments representing approximately 17% and 12% , respectively, of the fair value of investments in this category are redeemable with 30 days prior written notice.


Investment in FXCM


FXCM Group, LLC ("FXCM") is a provider of online foreign exchange trading services. In January 2015, we entered into a credit agreement with FXCM, and provided FXCM a $300 million senior secured term loan due January 2017 (the term of which was subsequently extended to January 2019), with rights to a variable proportion of certain future distributions in connection with an FXCM sale of assets or certain other events, and to require a sale of FXCM beginning in January 2018. 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. During the nine months ended September 30, 2018 , interest accrued at 20.5% per annum. During the nine months ended September 30, 2018 , we received $15.4 million of principal and interest from FXCM and $70.6 million of principal remained outstanding under the term loan as of September 30, 2018 . Through September 30, 2018 , we have received cumulatively $347.0 million of principal, interest and fees from our initial $279.0 million investment in FXCM.


Our investment in the FXCM term loan is 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, is included within Principal transactions revenues in the Consolidated Statements of Operations. We recorded gains related to the term loan in Principal transactions revenues of $1.3 million and $16.4 million during the three and nine months ended September 30, 2018 , respectively, and $2.3 million and $17.6 million during the three and nine months ended September 30, 2017 , respectively.


On September 1, 2016, we, Global Brokerage Inc. ("Global Brokerage") and Global Brokerage Holdings, LLC ("Global Brokerage Holdings") entered into an agreement that amended the terms of our loan and associated rights. On November 10, 2017, the terms of our loan and associated rights were amended further. Among other changes, the amendments extended the maturity of the term loan to January 2019; and exchanged our rights for a 50% voting interest in FXCM, and up to 75% of all distributions. Through these amendments, we also gained the right to appoint three of six board members for FXCM. We have the right, as does Global Brokerage Holdings, the owner of the remaining 50% of FXCM voting interest that is not held by Jefferies, to require a sale of FXCM beginning in January 2018. Distributions to Jefferies under the amended agreements are now: 100% until amounts due under the loan are repaid; 50% of the next $350 million ; then 90% of the next $600 million ; and 60% of all amounts thereafter.


Through the amendments, we gained the ability to significantly influence FXCM through our seats on the board of directors. As a result, we classify our equity investment in FXCM in our September 30, 2018 and December 31, 2017 Consolidated Statements 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 the term loan ( $73.8 million ) and the investment in associated company ( $139.0 million ), which totaled $212.8 million at September 30, 2018 .


We estimate the fair value of our term loan by using a valuation model 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 within Level 3 of the fair value hierarchy.


Nonrecurring Fair Value Measurements

As described further in Note 9, in the third quarter of 2018 we engaged an independent valuation firm to assist management in estimating the fair value of our equity investment in Golden Queen. Our estimate of fair value was based on a discounted cash flow analysis and is categorized within Level 3 of the fair value hierarchy. The discounted cash flow valuation model used inputs


22



including management's projections of future Golden Queen cash flows and a discount rate of 12% . The estimated fair value of our equity investment in Golden Queen was $62.3 million , which was $47.9 million lower than our prior carrying value at the end of the second quarter 2018. As a result, an impairment charge of $47.9 million was recorded in Income (loss) related to associated companies in the three and nine months ended September 30, 2018 .


Additionally, in the first quarter of 2017 we engaged an independent valuation firm to assist management in estimating the fair value of our equity investment in FXCM. Our first quarter estimate of fair value was based on a discounted cash flow and comparable public company analysis and is categorized within Level 3 of the fair value hierarchy. The discounted cash flow valuation model used inputs including management's projections of future FXCM cash flows and a discount rate of approximately 15% . The comparable public company model used market data for comparable companies including a price to EBITDA multiple of 5.4 and a price to revenue multiple of 1.5 . The estimated fair value of our equity investment in FXCM was $186.7 million , which was $130.2 million lower than the carrying value at the end of the first quarter 2017. As a result, an impairment charge of $130.2 million was recorded in Income (loss) related to associated companies in the first quarter of 2017.


Other Secured Financings


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


Short-term Borrowings/Long-term Debt


Short-term borrowings that are accounted for at fair value include equity-linked notes, which are generally categorized within Level 2 of the fair value hierarchy, as the fair value is based on the price of the underlying equity security. Long-term debt includes variable rate, fixed-to-floating rate, CMS (constant maturity swap), digital and Bermudan structured notes. These are valued using various valuation models that incorporate Jefferies Group's own credit spread, market price quotations from external pricing sources referencing the appropriate interest rate curves, volatilities and other inputs as well as prices for transactions in a given note during the period. Long-term debt notes are generally categorized within Level 2 of the fair value hierarchy where market trades have been observed during the quarter, otherwise they are categorized within Level 3.



23



Level 3 Rollforwards

The following is a summary of changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the three months ended September 30, 2018 (in thousands):

Three months ended September 30, 2018

Balance, June 30, 2018

Total gains/ losses

(realized and unrealized) (1)

Purchases

Sales

Settlements

Issuances

Net transfers

into (out of)

Level 3

Balance at September 30, 2018

Changes in

unrealized gains/losses included in earnings relating to instruments still held at

September 30, 2018 (1)

Assets:

Trading assets:

Corporate equity securities

$

44,871


$

11,796


$

17,652


$

(23,010

)

$

(302

)

$

-


$

(1,324

)

$

49,683


$

9,136


Corporate debt securities

28,066


1,057


507


(21,403

)

(59

)

-


1,483


9,651


(165

)

CDOs and CLOs

42,517


(967

)

238,281


(240,002

)

(2,127

)

-


(3,721

)

33,981


(3,872

)

Residential mortgage-backed securities

3,655


(66

)

72


(1,597

)

(1

)

-


2,891


4,954


90


Commercial mortgage-backed securities

27,239


(222

)

8


-


(1,156

)

-


(1,953

)

23,916


(288

)

Other asset-backed securities

55,535


(2,269

)

307,358


(290,838

)

(4,356

)

-


3,875


69,305


(1,124

)

Loans and other receivables

64,036


(1,353

)

14,932


(23,700

)

(3,453

)

-


(1,477

)

48,985


1,007


Investments at fair value

318,543


2,383


6,051


-


-


-


-


326,977


2,383


FXCM term loan

76,100


1,347


-


-


(3,647

)

-


-


73,800


(2,300

)

Liabilities:









Trading liabilities:









Corporate equity securities

$

87


$

326


$

-


$

-


$

-


$

-


$

-


$

413


$

(326

)

Corporate debt securities

522


39


-


-


996


-


-


1,557


(39

)

Sovereign obligations

-


3


(598

)

629


-


-


21


55


(124

)

Commercial mortgage-backed securities

-


70


-


-


-


-


-


70


(70

)

Loans

12,881


(148

)

(4,871

)

1,787


-


-


(988

)

8,661


149


Net derivatives (2)

5,874


1,107


-


-


1,990


-


26


8,997


(2,090

)

Long-term debt (1)

160,626


3,004


-


-


-


-


-


163,630


(2,953

)


(1)

Realized and unrealized gains (losses) are primarily reported in Principal transactions revenues in the Consolidated Statements of Operations. Changes in instrument-specific credit risk related to structured notes are included in our Consolidated Statements of Comprehensive Income (Loss), net of tax. Changes in unrealized gains (losses) included in other comprehensive income (loss) for instruments still held at September 30, 2018 were losses of $0.1 million .

(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, 2018


During the three months ended September 30, 2018 , transfers of assets of $13.6 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:

Other asset-backed securities of $3.9 million , residential mortgage-backed securities of $2.9 million and commercial mortgage-backed securities of $2.6 million due to reduced pricing transparency.


During the three months ended September 30, 2018 , transfers of assets of $13.8 million from Level 3 to Level 2 are primarily attributed to:

Commercial mortgage-backed securities of $4.6 million , CDOs and CLOs of $3.7 million and corporate equity securities of $2.6 million due to greater pricing transparency supporting classification into Level 2.


Net gains on Level 3 assets were $11.7 million and net losses on Level 3 liabilities were $4.4 million for the three months ended September 30, 2018 . Net gains on Level 3 assets were primarily due to an increased valuation of our FXCM term loan, certain investments at fair value and increased market values in corporate equity securities. Net losses on Level 3 liabilities were primarily due to increased valuations of certain structured notes.


24



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, 2018 (in thousands):

Nine Months Ended September 30, 2018

Balance, December 31, 2017

Total gains/ losses

(realized and unrealized) (1)

Purchases

Sales

Settlements

Issuances

Net transfers

into (out of)

Level 3

Balance at September 30, 2018

Changes in

unrealized gains/losses included in earnings relating to instruments still held at

September 30, 2018 (1)

Assets:

Trading assets:

Corporate equity securities

$

22,270


$

31,475


$

35,993


$

(39,008

)

$

(2,082

)

$

-


$

1,035


$

49,683


$

26,852


Corporate debt securities

26,036


1,090


22,204


(38,553

)

(2,066

)

-


940


9,651


(1,738

)

CDOs and CLOs

42,184


(4,123

)

242,864


(249,691

)

(5,859

)

-


8,606


33,981


(7,333

)

Residential mortgage-backed securities

26,077


(7,334

)

2,018


(12,621

)

(6

)

-


(3,180

)

4,954


316


Commercial mortgage-backed securities

12,419


(1,236

)

1,720


(548

)

(5,415

)

-


16,976


23,916


(2,272

)

Other asset-backed securities

61,129


(7,528

)

523,045


(495,055

)

(12,281

)

-


(5

)

69,305


(3,307

)

Loans and other receivables

47,304


(2,812

)

104,009


(98,733

)

(14,610

)

-


13,827


48,985


(3,769

)

Investments at fair value

329,944


3,865


9,791


(17,569

)

-


-


946


326,977


3,271


FXCM term loan

72,800


16,432


-


-


(15,432

)

-


-


73,800


5,539


Liabilities:










Trading liabilities:










Corporate equity securities

$

48


$

365


$

-


$

-


$

-


$

-


$

-


$

413


$

(365

)

Corporate debt securities

522


39


-


-


996


-


-


1,557


(39

)

Sovereign obligations

-


3


(598

)

629


-


-


21


55


(124

)

Commercial mortgage-backed securities

105


(35

)

-


-


-


-


-


70


(70

)

Loans

3,486


(1,059

)

(15,702

)

19,409


-


-


2,527


8,661


1,059


Net derivatives (2)

6,746


(1,034

)

(6

)

-


2,984


296


11


8,997


(2,660

)

Long-term debt (1)

-


(25,078

)

-


-


-


81,284


107,424


163,630


13,235



(1)

Realized and unrealized gains (losses) are primarily reported in Principal transactions revenues in the Consolidated Statements of Operations. Changes in instrument-specific credit risk related to structured notes are included in our Consolidated Statements of Comprehensive Income (Loss), net of tax. Changes in unrealized gains (losses) included in other comprehensive income (loss) for instruments still held at September 30, 2018 were gains of $11.8 million .

(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, 2018


During the nine months ended September 30, 2018 , transfers of assets of $49.1 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:

Commercial mortgage-backed securities of $17.0 million , loans and other receivables of $15.3 million and CDOs and CLOs of $8.7 million due to reduced pricing transparency.


During the nine months ended September 30, 2018 , transfers of assets of $10.0 million from Level 3 to Level 2 are primarily attributed to:

Residential mortgage-backed securities of $4.6 million and corporate equity securities of $2.5 million due to greater pricing transparency supporting classification into Level 2.


During the nine months ended September 30, 2018 , there were transfers of structured notes of $107.4 million from Level 2 to Level 3 due to a decrease in market observability.


Net gains on Level 3 assets were $29.8 million and net gains on Level 3 liabilities were $26.8 million for the nine months ended September 30, 2018 . Net gains on Level 3 assets were primarily due to an increased valuation of our FXCM term loan and increased market values in corporate equity securities, partially offset by decreased market values across other asset-backed securities, residential mortgage-backed securities, CDOs and CLOs and certain loans and other receivables. Net gains on Level 3 liabilities were primarily due to decreased valuations of certain structured notes.


25



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, 2017 (in thousands):

Three Months Ended September 30, 2017

Balance, June 30, 2017

Total gains/ losses

(realized and unrealized) (1)

Purchases

Sales

Settlements

Issuances

Net transfers

into (out of)

Level 3

Balance, September 30, 2017

Changes in

unrealized gains/ losses relating to instruments still held at

September 30, 2017 (1)

Assets:

Trading assets:

Corporate equity securities

$

20,548


$

4,344


$

4


$

(645

)

$

(55

)

$

-


$

(2,022

)

$

22,174


$

4,319


Corporate debt securities

24,727


(2,350

)

5,901


(5,551

)

(31

)

-


2,319


25,015


(2,224

)

CDOs and CLOs

48,208


(15,205

)

52,918


(36,564

)

245


-


468


50,070


(12,638

)

Residential mortgage-backed securities

33,032


(263

)

494


(732

)

(291

)

-


(11,591

)

20,649


188


Commercial mortgage-backed securities

16,263


(125

)

-


(676

)

(637

)

-


2,811


17,636


(161

)

Other asset-backed securities

43,349


(6,454

)

5,798


(3,789

)

(2,924

)

-


32,966


68,946


(3,570

)

Loans and other receivables

49,365


15,261


9,265


(5,854

)

(8,249

)

-


2,868


62,656


14,005


Investments at fair value

315,297


3,964


10,000


-


(292

)

-


-


328,969


3,964


FXCM term loan

129,050


2,330


-


-


(60,580

)

-


-


70,800


(2,401

)

Liabilities:










Trading liabilities:










Corporate equity securities

$

354


$

107


$

(369

)

$

27


$

-


$

-


$

-


$

119


$

(92

)

Corporate debt securities

522


-


-


-


-


-


-


522


-


Commercial mortgage-backed securities

70


(35

)

-


-


-


-


-


35


(35

)

Loans

4,967


(3,071

)

-


333


-


-


1,056


3,285


3,018


Net derivatives (2)

3,022


(2,980

)

-


-


5,040


-


-


5,082


(2,474

)


(1)

Realized and unrealized gains (losses) are reported in Principal transactions revenues 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, 2017


During the three months ended September 30, 2017 , transfers of assets of $63.5 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:

Other asset-backed securities of $46.4 million due to a lack of observable market transactions.


During the three months ended September 30, 2017 , transfers of assets of $35.7 million from Level 3 to Level 2 are primarily attributed to:

Residential mortgage-backed securities of $14.6 million and other asset-backed securities of $13.5 million due to greater pricing transparency supporting classification into Level 2.


Net gains on Level 3 assets were $1.5 million and net gains on Level 3 liabilities were $6.0 million for the three months ended September 30, 2017 . Net gains on Level 3 assets were primarily due to increased valuations of our FXCM term loan, loans and other receivables, corporate equity securities and certain investments at fair value, partially offset by decreased valuations of other asset-backed securities, CDOs and CLOs and corporate debt securities. Net gains on Level 3 liabilities were primarily due to increased valuations of certain net derivatives and decreased valuations of certain loans.


26



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, 2017 (in thousands):

Nine Months Ended September 30, 2017

Balance, December 31, 2016

Total gains/ losses

(realized and unrealized) (1)

Purchases

Sales

Settlements

Issuances

Net transfers

into (out of)

Level 3

Balance, September 30, 2017

Changes in

unrealized gains/ losses relating to instruments still held at

September 30, 2017 (1)

Assets:

Trading assets:

Corporate equity securities

$

21,739


$

3,416


$

945


$

(1,502

)

$

(356

)

$

-


$

(2,068

)

$

22,174


$

2,689


Corporate debt securities

25,005


(3,280

)

19,610


(18,364

)

(1,724

)

-


3,768


25,015


(3,424

)

CDOs and CLOs

54,354


(21,595

)

65,523


(62,441

)

239


-


13,990


50,070


(21,998

)

Municipal securities

27,257


(1,547

)

-


(25,710

)

-


-


-


-


-


Residential mortgage-backed securities

38,772


(1,446

)

113,391


(125,731

)

(572

)

-


(3,765

)

20,649


(2,005

)

Commercial mortgage-backed securities

20,580


(1,180

)

2,033


(5,199

)

(985

)

-


2,387


17,636


(952

)

Other asset-backed securities

40,911


(15,338

)

67,611


(4,121

)

(16,891

)

-


(3,226

)

68,946


(8,872

)

Loans and other receivables

81,872


27,709


84,342


(83,791

)

(23,241

)

-


(24,235

)

62,656


16,294


Investments at fair value

314,359


12,760


12,800


(10,119

)

(831

)

-


-


328,969


14,783


FXCM term loan

164,500


17,638


-


-


(111,338

)

-


-


70,800


(930

)

Liabilities:










Trading liabilities:










Corporate equity securities

$

313


$

134


$

(355

)

$

27


$

-


$

-


$

-


$

119


$

(92

)

Corporate debt securities

523


(1

)

-


-


-


-


-


522


1


Commercial mortgage-backed securities

-


35


-


-


-


-


-


35


(35

)

Loans

378


1,604


(364

)

333


-


-


1,334


3,285


(1,583

)

Net derivatives (2)

3,441


(2,854

)

-


-


5,162


404


(1,071

)

5,082


(2,333

)

Other secured financings

418


(418

)

-


-


-


-


-


-


-



(1)

Realized and unrealized gains (losses) are reported in Principal transactions revenues 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, 2017


During the nine months ended September 30, 2017 , transfers of assets of $30.9 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:

CDOs and CLOs of $14.0 million and corporate debt securities of $8.1 million due to a lack of observable market transactions.


During the nine months ended September 30, 2017 , transfers of assets of $44.0 million from Level 3 to Level 2 are primarily attributed to:

Loans and other receivables of $28.3 million due to a greater pricing transparency supporting classification into Level 2.


Net gains on Level 3 assets were $17.1 million and net gains on Level 3 liabilities were $1.5 million for the nine months ended September 30, 2017 . Net gains on Level 3 assets were primarily due to increased valuations of our FXCM term loan, certain loans and other receivables and certain investments at fair value, partially offset by decreased valuations of other asset-backed securities and CDOs and CLOs. Net gains on Level 3 liabilities were primarily due to increased valuations of certain net derivatives partially offset by increased valuations of certain loans.



27



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 across different firms in the financial services sector. The inputs are not representative of the inputs that could have been used in the valuation of any one financial instrument (i.e., the input used for valuing one financial instrument within a particular class of financial instruments may not be appropriate for valuing other financial instruments within that given class). Additionally, the ranges of inputs presented below should not be construed to represent uncertainty regarding the fair values of our financial instruments; rather the range of inputs is reflective of the differences in the underlying characteristics of the financial instruments in each category.


For certain categories, we have provided a weighted average of the inputs allocated based on the fair values of the financial instruments comprising the category. We do not believe that the range or weighted average of the inputs is indicative of the reasonableness of uncertainty of our Level 3 fair values. The range and weighted average are driven by the individual financial instruments within each category and their relative distribution in the population. The disclosed inputs when compared with the inputs as disclosed in other periods should not be expected to necessarily be indicative of changes in our estimates of unobservable inputs for a particular financial instrument as the population of financial instruments comprising the category will vary from period to period based on purchases and sales of financial instruments during the period as well as transfers into and out of Level 3 each period.



28



September 30, 2018

Financial Instruments Owned

Fair Value
(in thousands)

Valuation
 Technique

Significant
Unobservable Input(s)

Input/Range

Weighted
Average

Corporate equity securities

$

41,038


Non-exchange traded securities


Market approach

Price

$3 to $75

$25.0


Underlying stock price

$1 to $11

$9.0

Corporate debt securities

$

9,651


Market approach

Discount rate/yield

19%

-



Estimated recovery percentage

46%

-


Price

$10

-


Comparable asset price

$101

-


CDOs and CLOs

$

33,981


Discounted cash flows

Constant prepayment rate

20%

-



Constant default rate

1% to 2%

2

%


Loss severity

30%

-



Discount rate/yield

5% to 41%

16

%

Scenario analysis

Estimated recovery percentage

2% to 41%

23

%

Residential mortgage-backed securities

$

4,954


Discounted cash flows

Cumulative loss rate

23%

-



Duration (years)

15 years

-



Discount rate/yield

9%

-


    Market approach

Price

$100

-


Commercial mortgage-backed securities

$

23,916


Discounted cash flows

Cumulative loss rate

8% to 84%

33

%


Duration (years)

0 year to 3 years

1 year

Discount rate/yield

3% to 38%

12

%

Scenario analysis

Estimated recovery percentage

26%

-


Price

$49

-


Other asset-backed securities

$

69,305


Discounted cash flows

Cumulative loss rate

0% to 29%

18

%


Duration (years)

1 year to 5 years

2 years


Discount rate/yield

5% to 12%

7

%

    Market approach

Price

$100

-


Loans and other receivables

$

48,985


Market approach

Estimated recovery percentage

0%

-


Price

$50 to $100

$95.0


Scenario analysis

Estimated recovery percentage

57% to 107%

88

%

Derivatives

$

3,137



Total return swaps

    Market approach

Price

$100

-


Investments at fair value

$

111,899



Private equity securities

Market approach

Price

$3 to $250

$105.0

Discount rate

20%

-


Investment in FXCM

$

73,800



Term loan

Discounted cash flows

Term based on the pay off (years)

0 months to 0.3 years

0.3 years


Trading Liabilities

Fair Value
(in thousands)

Valuation
 Technique

Significant
Unobservable Input(s)

Input/Range

Weighted
Average

Corporate debt securities

$

1,557


Market approach

Estimated recovery percentage

53%

-


Loans

$

8,661


Market approach

Estimated recovery percentage

0%

-


Price

$50

-


Derivatives

$

12,134



Equity options

Option model/default rate

    Default probability

0%

-


Unfunded commitments

    Market approach

Price

$99

-


Total return swaps

    Market approach

Price

$95 to $100

$97.0

Variable funding note swaps


Discounted cash flows

Constant prepayment rate

20%

-



Constant default rate

2%

-



Loss severity

30%

-



Discount rate/yield

41%

-


Long-term debt

$

163,630



Structured notes

    Market approach

Price

$70 to $100

$80.0

Price

€80 to €112

€96.0


29



December 31, 2017

Financial Instruments Owned

Fair Value

(in thousands)

Valuation

 Technique

Significant

Unobservable Input(s)

Input/Range

Weighted

Average

Corporate equity securities

$

18,109


Non-exchange traded securities

Market approach

Price

$3 to $75

$33.0

Underlying stock price

$6

-


Comparable pricing

Comparable asset price

$7

-


Corporate debt securities

$

26,036


Convertible bond model

Discount rate/yield

8%

-


Volatility

40%

-


Market approach

Estimated recovery percentage

17%

-


Price

$10

-


CDOs and CLOs

$

38,845


Discounted cash flows

Constant prepayment rate

20%

-



Constant default rate

2%

-



Loss severity

25% to 30%

26

%


Discount rate/yield

3% to 26%

12

%

Scenario analysis

Estimated recovery percentage

8% to 45%

26

%

Residential mortgage-backed securities

$

26,077


Discounted cash flows

Cumulative loss rate

3% to 19%

10

%


Duration (years)

2 years to 4 years

3 years


Discount rate/yield

6% to 10%

8

%

Commercial mortgage-backed securities

$

12,419


Discounted cash flows

Discount rate/yield

2% to 26%

12

%


Cumulative loss rate

8% to 65%

44

%

Duration (years)

1 year to 3 years

2 years

Scenario analysis

Estimated recovery percentage

26% to 32%

28

%

Price

$52 to $56

$54.0

Other asset-backed securities

$

61,129


Discounted cash flows

Cumulative loss rate

0% to 33%

23

%


Duration (years)

1 year to 6 years

2 years


Discount rate/yield

5% to 39%

9

%

Market approach

Price

$100

-


Scenario analysis

Estimated recovery percentage

14%

-


Loans and other receivables

$

46,121


Market approach

Estimated recovery percentage

76%

-



Price

$54 to $100

$95.0


Scenario analysis

Estimated recovery percentage

13% to 107%

78

%

Derivatives

$

9,295



Total return swaps


    Market approach

Price

$101 to $106

$103.0

Interest rate swaps

    Market approach

Credit spread

800 bps

-


Investments at fair value

$

110,010



Private equity securities



Market approach

Transaction level

$3 to $250

$172.0

Price

$7

-


Discount rate

20%

-


Investment in FXCM

$

72,800



Term loan



Discounted cash flows

Term based on the pay off (years)

0 months to 1 year

0.2 years


Trading Liabilities

Fair Value

(in thousands)

Valuation

Technique

Significant

Unobservable Input(s)

Input/Range

Weighted

Average

Derivatives

$

16,041



Equity options


Option model/default rate

    Default probability

0%

-


Unfunded commitments

Market approach

Price

$99

-


Total return swaps

Market approach

Price

$101 to $106

$103.0

Variable funding note swaps

Discounted cash flows

Constant prepayment rate

20%

-




Constant default rate

2%

-


Loss severity

25%

-


Discount rate/yield

26%

-





30



The fair values of certain Level 3 assets and liabilities that were determined based on third-party pricing information, unadjusted past transaction prices, reported NAV or a percentage of the reported enterprise fair value are excluded from the above tables. At September 30, 2018 and December 31, 2017 , asset exclusions consisted of $223.7 million and $228.6 million , respectively, primarily comprised of investments at fair value, private equity securities, CDOs and CLOs, non-exchange traded securities and loans and other receivables. At September 30, 2018 and December 31, 2017 , liability exclusions consisted of $0.5 million and $4.2 million , respectively, of loans, commercial mortgage-backed securities, sovereign obligations and corporate debt and equity securities.

Uncertainty of Fair Value Measurement From Use of Significant Unobservable Inputs

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

Non-exchange traded securities using comparable pricing valuation techniques. A significant increase (decrease) in the comparable asset price in isolation would result in a significantly higher (lower) 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, interest rate swaps, total return swaps, residential mortgage-backed securities, other asset-backed securities, private equity securities and structured notes using a market approach valuation technique. A significant increase (decrease) in the transaction level 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 private equity securities, non-exchange traded securities, corporate debt securities, unfunded commitments, total return swaps, residential mortgage-backed securities, other asset-backed securities, loans and other receivables or structured notes would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the estimated recovery rates of the cash flow outcomes underlying the corporate debt securities or loans and other receivables would result in a significantly higher (lower) fair value measurement. 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 the comparable asset price of the corporate debt securities in isolation would result in a significantly higher (lower) fair value measurement.

Loans and other receivables, CDOs and CLOs, commercial mortgage-backed securities and other asset-backed 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 commercial mortgage-backed securities would result in a significantly higher (lower) fair value measurement.

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

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

FXCM term loan using a discounted cash flow valuation technique. A significant increase (decrease) in term based on the time to pay off the loan would result in a higher (lower) fair value measurement. 



Fair Value Option Election

We have elected the fair value option for all loans and loan commitments made by Jefferies Group's capital markets businesses. These loans and loan commitments include loans entered into by Jefferies Group's investment banking division in connection with client bridge financing and loan syndications, loans purchased by Jefferies Group's leveraged credit trading desk as part of its bank loan trading activities and mortgage and consumer loan commitments, purchases and fundings in connection with mortgage- and other asset-backed securitization activities. Loans and loan commitments originated or purchased by Jefferies Group's 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 in Loans to and investments in


31



associated companies in the Consolidated Statements of Financial Condition and are accounted for on an amortized cost basis. Jefferies Group has also elected the fair value option for certain of its structured notes which are managed by Jefferies Group's capital markets business and are included in Long-term debt and Short-term borrowings in the Consolidated Statements of Financial Condition. Jefferies Group has elected the fair value option for certain financial instruments held by its subsidiaries as the investments are risk managed by Jefferies Group on a fair value basis. The fair value option has also been elected for certain secured financings that arise in connection with Jefferies Group's 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 Group's 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 and short-term borrowings measured at fair value under the fair value option (in thousands):

For the Three Months Ended September 30,


For the Nine Months Ended September 30,

2018

2017

2018

2017

Financial Instruments Owned:

Loans and other receivables

$

14,002


$

24,846


$

7,495


$

27,715


Financial Instruments Sold:





Loans

$

(2,708

)

$

3,436


$

(2,467

)

$

(7,286

)

Loan commitments

$

(1,695

)

$

82


$

(1,964

)

$

229


Long-term Debt:





Changes in instrument specific credit risk (1)

$

1,401


$

5,638


$

19,986


$

(14,141

)

Other changes in fair value (2)

$

(6,842

)

$

(1,854

)

$

33,626


$

2,786


Short-term Borrowings:

Changes in instrument specific credit risk (1)

$

-


$

19


$

-


$

1


Other changes in fair value (2)

$

-


$

(2,570

)

$

-


$

(37

)


(1)

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

(2)

Other changes in fair value are included in Principal transactions revenues in the Consolidated Statements of Operations.


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

September 30, 2018

December 31, 2017

Financial Instruments Owned:

Loans and other receivables (1)

$

896,470


$

752,076


Loans and other receivables on nonaccrual status and/or 90 days or greater past due (1) (2)

$

167,355


$

159,462


Long-term debt and short-term borrowings

$

89,345


$

32,839



(1)

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

(2)

Amounts include all loans and other receivables 90 days or greater past due by which contractual principal exceeds fair value of $33.7 million and $38.7 million at September 30, 2018 and December 31, 2017 , respectively.


The aggregate fair value of Jefferies Group's loans and other receivables on nonaccrual status and/or 90 days or greater past due was $77.0 million and $55.1 million at September 30, 2018 and December 31, 2017 , respectively, which includes loans and other receivables 90 days or greater past due of $25.6 million and $37.4 million at September 30, 2018 and December 31, 2017 , respectively.



32



Jefferies Group had elected the fair value option for its investment in KCG Holdings, Inc. ("KCG"). The change in the fair value of this investment aggregated $2.2 million and $93.4 million for the three and nine months ended September 30, 2017 , respectively. Jefferies Group's investment in KCG was sold in July 2017.


As of December 31, 2017 , we owned approximately 46.6 million common shares of HRG, representing approximately 23% of HRG's outstanding common shares, which were accounted for under the fair value option. On July 13, 2018, HRG merged into its 62% owned subsidiary, Spectrum Brands. Our approximately 23% owned interest in HRG thereby converted into approximately 14% of the outstanding shares of the re-named company, Spectrum Brands, which we account for under the fair value option. As of September 30, 2018 , we owned approximately 7.5 million common shares of Spectrum Brands, representing approximately 14% of Spectrum Brands outstanding common shares. The shares are included in our Consolidated Statements of Financial Condition at fair value of $561.5 million and $789.9 million at September 30, 2018 and December 31, 2017 , respectively. The shares were acquired at an aggregate cost of $475.6 million . The change in the fair value of our investment in Spectrum Brands/HRG aggregated $(48.5) million and $(97.9) million for the three months ended September 30, 2018 and 2017 , respectively, and $(228.4) million and $2.3 million for the nine months ended September 30, 2018 and 2017 , respectively. As reported in its Form 10-Q, for the nine months ended June 30, 2018 and 2017, Spectrum Brands' revenues were $2,358.1 million and $2,222.7 million , respectively; net income (loss) from continuing operations was $443.7 million and $(46.0) million , respectively; net income was $941.6 million and $249.2 million , respectively; and net income attributable to Spectrum Brands controlling interest was $847.7 million and $132.2 million , respectively. One of our officers currently serves as a director on Spectrum Brands 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, which is a publicly traded company, is accounted for under the equity method of accounting rather than the fair value option method. 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.

Financial Instruments Not Measured at Fair Value


Certain of our financial instruments are not carried at fair value but are recorded at amounts that approximate fair value due to their liquid or short-term nature and generally negligible credit risk. These financial assets include Cash and cash equivalents and Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations and would generally be presented in Level 1 of the fair value hierarchy. Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations includes U.S. Treasury securities with a fair value of $34.8 million and $99.7 million at September 30, 2018 and December 31, 2017 , respectively. See Note 22 for additional information related to financial instruments not measured at fair value.

Note 4.  Derivative Financial Instruments


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 legally enforceable right to offset exists under a master netting agreement. Predominantly, Jefferies Group 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. In addition, Jefferies Group applies hedge accounting to an interest rate swap that has been designated as a fair value hedge of the changes in fair value due to the benchmark interest rate for certain fixed rate senior long-term debt. See Notes 3 and 20 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 Group 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 Group's derivative activities, Jefferies Group may enter into International Swaps and Derivatives Association, Inc. ("ISDA") master netting agreements or similar agreements with counterparties. See Note 10 for additional information regarding the offsetting of derivative contracts.


33



The following table presents 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, 2018 and December 31, 2017 . The fair value of assets/liabilities represents our receivable/payable for derivative financial instruments, gross of counterparty netting and cash collateral received and pledged. The following tables also provide information regarding (1) the extent to which, under enforceable master netting arrangements, such balances are presented net in our Consolidated Statements of Financial Condition as appropriate under GAAP and (2) the extent to which other rights of setoff associated with these arrangements exist and could have an effect on our financial position (in thousands, except contract amounts):

Assets

Liabilities

Fair Value

Number of

Contracts

Fair Value

Number of

Contracts

September 30, 2018

Derivatives designated as accounting hedges - interest rate contracts

$

-


-


$

30,018


1


Derivatives not designated as accounting hedges:

Interest rate contracts

$

766,233


20,867


$

892,562


38,331


Foreign exchange contracts

234,641


8,569


223,565


7,486


Equity contracts

2,491,005


1,892,926


2,987,654


1,836,128


Commodity contracts

4,599


6,331


16,312


3,585


Credit contracts

27,267


172


20,140


76


Total

3,523,745



4,140,233



Counterparty/cash-collateral netting (1)

(3,334,100

)


(3,454,488

)


Total derivatives not designated as accounting hedges

$

189,645



$

685,745



Total per Consolidated Statement of Financial Condition (2)

$

189,645


$

715,763


December 31, 2017

Derivatives designated as accounting hedges - interest rate contracts

$

-


-


$

2,420


1


Derivatives not designated as accounting hedges:

Interest rate contracts

$

1,717,058


38,941


$

1,708,776


12,828


Foreign exchange contracts

366,541


6,463


349,512


4,612


Equity contracts

1,373,016


2,728,750


1,638,258


2,118,526


Commodity contracts

3,093


7,249


5,141


6,047


Credit contracts

38,261


130


41,801


191


Total

3,497,969



3,743,488



Counterparty/cash-collateral netting (1)(3)

(3,318,481

)


(3,490,514

)


Total derivatives not designated as accounting hedges

$

179,488



$

252,974



Total per Consolidated Statement of Financial Condition (2)(3)

$

179,488


$

255,394



(1)

Amounts netted include both netting by counterparty and for cash collateral paid or received.

(2)

We have not received or pledged additional collateral under master netting agreements and/or other credit support agreements that is eligible to be offset beyond what has been offset in the Consolidated Statements of Financial Condition.

(3)

Pursuant to a rule change by the London Clearing House in the first fiscal quarter of 2018, variation margin exchanged each day with this clearing organization on certain interest rate derivatives is characterized as settlement payments as opposed to cash posted as collateral. The impact of this rule change would have been a reduction in gross interest rate derivative assets and liabilities as of December 31, 2017 of approximately $800 million , and a corresponding decrease in counterparty and cash collateral netting, with no impact to our Consolidated Statement of Financial Condition .


The following table provides information related to gains (losses) recognized in Interest expense of Jefferies Group in the Consolidated Statements of Operations on a fair value hedge (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Interest rate swaps

$

(1,161

)

$

6,217


$

(22,363

)

$

13,960


Long-term debt

1,221


(4,680

)

24,055


(9,570

)

Total

$

60


$

1,537


$

1,692


$

4,390



34




The following table presents unrealized and realized gains (losses) on derivative contracts which are primarily recognized in Principal transactions revenues in Income (loss) from continuing operations in the Consolidated Statements of Operations, which are utilized in connection with our client activities and our economic risk management activities (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018


2017

2018

2017

Interest rate contracts

$

13,951


$

(7,485

)

$

36,053


$

2,555


Foreign exchange contracts

(4,781

)

481


6,737


3,341


Equity contracts

1,019


(142,931

)

(249,546

)

(294,635

)

Commodity contracts

(6,845

)

(1,422

)

(23,150

)

(3,260

)

Credit contracts

20


(7,947

)

760


6,133


Total

$

3,364


$

(159,304

)

$

(229,146

)

$

(285,866

)


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


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, 2018 (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

$

738


$

512


$

-


$

-


$

1,250


Equity swaps and options

10,226


8,071


2,195


-


20,492


Credit default swaps

82


21,802


-


(11

)

21,873


Total return swaps

46,036


29,910


-


(4,334

)

71,612


Foreign currency forwards, swaps and options

42,326


22,130


-


(9,550

)

54,906


Fixed income forwards

2,113


-


-


-


2,113


Interest rate swaps, options and forwards

13,104


96,631


95,973


(91,673

)

114,035


Total

$

114,625


$

179,056


$

98,168


$

(105,568

)

286,281


Cross product counterparty netting





(34,971

)

Total OTC derivative assets included in Trading assets





$

251,310



(1)

At September 30, 2018 , we held exchange traded derivative assets, other derivative assets and other credit agreements with a fair value of $96.6 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, 2018 , cash collateral received was $158.2 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.


35



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

$

12,234


$

2,388


$

-


$

-


$

14,622


Equity swaps and options

15,125


92,491


13,048


-


120,664


Credit default swaps

17


11,480


-


(11

)

11,486


Total return swaps

67,526


19,806


-


(4,334

)

82,998


Foreign currency forwards, swaps and options

36,183


17,496


-


(9,550

)

44,129


Fixed income forwards

685


-


-


-


685


Interest rate swaps, options and forwards

16,388


148,685


198,569


(91,673

)

271,969


Total

$

148,158


$

292,346


$

211,617


$

(105,568

)

546,553


Cross product counterparty netting





(34,971

)

Total OTC derivative liabilities included in Trading liabilities





$

511,582


(1)

At September 30, 2018 , we held exchange traded derivative liabilities, other derivative liabilities and other credit agreements with a fair value of $482.8 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, 2018 , cash collateral pledged was $278.6 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.


At September 30, 2018 , 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

$

137,910


BBB- to BBB+

20,490


BB+ or lower

74,097


Unrated

18,813


Total

$

251,310


(1)

Jefferies Group utilizes internal credit ratings determined by Jefferies Group's Risk Management department. Credit ratings determined by Risk Management use methodologies that produce ratings generally consistent with those produced by external rating agencies.

Credit Related Derivative Contracts

The external credit ratings of the underlyings or referenced assets for our written credit related derivative contracts (in millions):

External Credit Rating

Investment Grade

Non-investment grade

Unrated

Total Notional

September 30, 2018

Credit protection sold:

Index credit default swaps

$

3.0


$

15.0


$

-


$

18.0


Single name credit default swaps

$

32.5


$

39.9


$

2.9


$

75.3


December 31, 2017

Credit protection sold:

Index credit default swaps

$

3.0


$

126.0


$

-


$

129.0


Single name credit default swaps

$

129.1


$

89.1


$

-


$

218.2




36



Contingent Features


Certain of Jefferies Group's 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 Group's 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 Group's derivative instruments in liability positions. The following table presents the aggregate fair value of all derivative instruments with such credit-risk-related contingent features that are in a liability position, the collateral amounts posted or received in the normal course of business and the potential collateral Jefferies Group would have been required to return and/or post additionally to its counterparties if the credit-risk-related contingent features underlying these agreements were triggered (in millions):

September 30, 2018

December 31, 2017

Derivative instrument liabilities with credit-risk-related contingent features

$

106.3


$

95.1


Collateral posted

$

(59.3

)

$

(86.4

)

Collateral received

$

129.7


$

5.6


Return of and additional collateral required in the event of a credit rating downgrade below investment grade (1)

$

176.6


$

14.3



(1) These outflows include initial margin received from counterparties at the execution of the derivative contract. The initial margin will be returned if counterparties elect to terminate the contract after a downgrade.


Other Derivatives


Vitesse Energy Finance uses swaps and call and put options in order to reduce exposure to future oil price fluctuations. Vitesse Energy Finance 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 Other revenues.


Note 5.  Collateralized Transactions

Jefferies Group enters into secured borrowing and lending arrangements to obtain collateral necessary to effect settlement, finance inventory positions, meet customer needs or re-lend as part of dealer operations. Jefferies Group 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 return of excess collateral, as appropriate. Jefferies Group pledges financial instruments as collateral under repurchase agreements, securities lending agreements and other secured arrangements, including clearing arrangements. Jefferies Group's agreements with counterparties generally contain contractual provisions allowing the counterparty the right to sell or repledge the collateral. Pledged securities owned that can be sold or repledged by the counterparty are included in Financial instruments owned and noted parenthetically as Securities pledged in our Consolidated Statements of Financial Condition.


37



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

Collateral Pledged

Securities Lending Arrangements

Repurchase Agreements

Total

September 30, 2018

Cash

$

-


$

4,361


$

4,361


Corporate equity securities

2,214,433


490,609


2,705,042


Corporate debt securities

315,718


1,496,127


1,811,845


Mortgage- and asset-backed securities

-


2,667,439


2,667,439


U.S. government and federal agency securities

1,353


10,124,642


10,125,995


Municipal securities

-


582,699


582,699


Sovereign obligations

-


1,955,879


1,955,879


Loans and other receivables

-


517,703


517,703


Total

$

2,531,504


$

17,839,459


$

20,370,963


December 31, 2017

Corporate equity securities

$

2,353,798


$

214,413


$

2,568,211


Corporate debt securities

470,908


2,336,702


2,807,610


Mortgage- and asset-backed securities

-


2,562,268


2,562,268


U.S. government and federal agency securities

19,205


11,792,534


11,811,739


Municipal securities

-


444,861


444,861


Sovereign obligations

-


2,023,530


2,023,530


Loans and other receivables

-


454,941


454,941


Total

$

2,843,911


$

19,829,249


$

22,673,160


Contractual Maturity

Overnight and Continuous

Up to 30 Days

30 to 90 Days

Greater than 90 Days

Total

September 30, 2018

Securities lending arrangements

$

1,354,136


$

-


$

847,577


$

329,791


$

2,531,504


Repurchase agreements

8,122,962


2,733,400


4,342,923


2,640,174


17,839,459


Total

$

9,477,098


$

2,733,400


$

5,190,500


$

2,969,965


$

20,370,963


December 31, 2017

Securities lending arrangements

$

1,676,940


$

-


$

741,971


$

425,000


$

2,843,911


Repurchase agreements

10,780,474


4,058,228


3,211,464


1,779,083


19,829,249


Total

$

12,457,414


$

4,058,228


$

3,953,435


$

2,204,083


$

22,673,160



Jefferies Group receives securities as collateral under resale agreements, securities borrowing transactions and customer margin loans. Jefferies Group also receives securities as collateral in connection with securities-for-securities transactions in which it is the lender of securities. In many instances, Jefferies Group is permitted by contract to rehypothecate the securities received as collateral. These securities may be used to secure repurchase agreements, enter into securities lending transactions, satisfy margin requirements on derivative transactions or cover short positions. At September 30, 2018 and December 31, 2017 , the approximate fair value of securities received as collateral by Jefferies Group that may be sold or repledged was $25.2 billion and $27.1 billion , respectively. A substantial portion of these securities have been sold or repledged.


Note 6.  Securitization Activities

Jefferies Group 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 Group 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 the 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 Group is not considered the primary beneficiary for these SPEs. 


38



Jefferies Group 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 Principal transactions revenues 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 Group generally receives cash proceeds in connection with the transfer of assets to an SPE. Jefferies Group 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 in Trading assets and are generally initially categorized as Level 2 within the fair value hierarchy. Jefferies Group applies fair value accounting to the securities. 

The following table presents activity related to Jefferies Group's securitizations that were accounted for as sales in which it had continuing involvement (in millions):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018


2017

2018

2017

Transferred assets

$

1,865.5


$

1,009.1


$

5,665.9


$

2,677.7


Proceeds on new securitizations

$

1,866.2


$

1,017.2


$

5,668.6


$

2,703.3


Cash flows received on retained interests

$

17.2


$

8.7


$

35.7


$

22.7



Jefferies Group 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 securitization activities at September 30, 2018 and December 31, 2017 .


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

September 30, 2018

December 31, 2017

Securitization Type

Total

Assets

Retained

Interests

Total

Assets

Retained

Interests

U.S. government agency residential mortgage-backed securities

$

13,306.0


$

192.7


$

6,383.5


$

28.2


U.S. government agency commercial mortgage-backed securities

$

2,101.5


$

276.1


$

2,075.7


$

81.4


CLOs

$

3,442.3


$

26.4


$

3,957.8


$

20.3


Consumer and other loans

$

648.9


$

53.0


$

247.6


$

47.8


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

Although not obligated, in connection with secondary market-making activities Jefferies Group may make a market in the securities issued by these SPEs. In these market-making transactions, Jefferies Group 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. To the extent Jefferies Group purchased securities through these market-making activities and Jefferies Group 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 utilizes 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.


39



Note 7.  Available for Sale Securities and Other Investments


The amortized cost, gross unrealized gains and losses and estimated fair value of investments classified as available for sale are as follows (in thousands):

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair
Value

September 30, 2018

Bonds and notes:

U.S. government securities

$

1,608,076


$

2


$

353


$

1,607,725


Residential mortgage-backed securities

147,294


138


754


146,678


Commercial mortgage-backed securities

16,049


-


330


15,719


Other asset-backed securities

98,543


9


254


98,298


Total fixed maturities

1,869,962


149


1,691


1,868,420


Total Available for sale securities

$

1,869,962


$

149


$

1,691


$

1,868,420






December 31, 2017





Bonds and notes:





U.S. government securities

$

552,847


$

-


$

42


$

552,805


Residential mortgage-backed securities

34,381


272


92


34,561


Commercial mortgage-backed securities

5,857


17


4


5,870


Other asset-backed securities

34,837


46


44


34,839


Total fixed maturities

627,922


335


182


628,075


Equity securities:





Common stocks:





Banks, trusts and insurance companies

35,071


17,500


-


52,571


Industrial, miscellaneous and all other

17,504


18,411


-


35,915


Total equity securities

52,575


35,911


-


88,486


Total Available for sale securities

$

680,497


$

36,246


$

182


$

716,561



As of January 1, 2018, the Company adopted the FASB's new guidance that affects the accounting for equity investments and the presentation and disclosure requirements for financial instruments. At September 30, 2018 , equity investments are primarily classified as Trading assets, at fair value and the change in fair value of equity securities is now recognized through the Consolidated Statements of Operations. See Note 2 for additional information.


At September 30, 2018 , the Company had other investments (classified as Other assets and Loans to and investments in associated companies) in which fair values are not readily determinable, aggregating $233.7 million . There were no unrealized gains, losses or impairments recognized on these investments during the three and nine months ended September 30, 2018 .



40



The amortized cost and estimated fair value of investments classified as available for sale at September 30, 2018 , 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

$

1,608,076


$

1,607,725


1,608,076


1,607,725


Mortgage-backed and asset-backed securities

261,886


260,695


$

1,869,962


$

1,868,420



At September 30, 2018 , the unrealized losses on investments which have been in a continuous unrealized loss position 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 (1) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (2) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity.

Our variable interests in VIEs include debt and equity interests, equity interests in associated companies, commitments, guarantees and certain fees. Our involvement with VIEs arises primarily from the following activities, 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;

Warehouse funding arrangements for client-sponsored consumer loan vehicles and CLOs through participation certificates, forward sales agreements and revolving loan and note commitments; and

Loans to, investments in and fees from various investment vehicles.

We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires 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.


41



Consolidated VIEs


The following table presents information about the assets and liabilities of our consolidated securitization vehicles VIEs, which are presented in our Consolidated Statements of Financial Condition in the respective asset and liability categories (in millions). The assets and liabilities in the table below are presented prior to consolidation and thus a portion of these assets and liabilities are eliminated in consolidation.

September 30, 2018

December 31, 2017

Cash

$

-


$

11.7


Financial instruments owned

-


37.6


Securities purchased under agreement to resell (1)

1,043.4


729.3


Receivables

453.2


318.1


Other

25.8


15.5


Total assets

$

1,522.4


$

1,112.2


Other secured financings (2)

$

1,478.3


$

1,073.5


Other (3)

44.1


38.3


Total liabilities

$

1,522.4


$

1,111.8



(1)

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

(2)

Approximately $37.7 million and $44.1 million of the secured financings represent an amount held by Jefferies Group in inventory and eliminated in consolidation at September 30, 2018 and December 31, 2017 , respectively.

(3)

Includes $31.1 million and $32.0 million at September 30, 2018 and December 31, 2017 , respectively, of intercompany payables that are eliminated in consolidation.


Securitization Vehicles.   Jefferies Group is the primary beneficiary of asset-backed financing vehicles to which Jefferies Group sells agency and non-agency residential and commercial mortgage loans, mortgage-backed securities and consumer loans pursuant to the terms of a master repurchase agreement. Jefferies Group manages the assets within these vehicles. Jefferies Group's 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 Group's general credit and each such VIE's assets are not available to satisfy any other debt.


Jefferies Group was previously the primary beneficiary of a securitization vehicle associated with their financing of small business loans. In the creation of the securitization vehicle, Jefferies Group was involved in the decisions made during the establishment and design of the entity and holds variable interests consisting of the securities retained that could potentially be significant. The assets of the VIE consisted of small business loans, which were available for the benefit of the vehicles' beneficial interest holders. The creditors of the VIE did not have recourse to Jefferies Group's general credit and the assets of the VIE were not available to satisfy any other debt.


At September 30, 2018 and December 31, 2017 , 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, 2018 , automobile loan receivables aggregating $290.9 million were 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.



42



Nonconsolidated VIEs


The following tables present information about our variable interests in nonconsolidated VIEs (in millions):

Financial Statement

Carrying Amount

Maximum

Exposure to Loss

VIE Assets

Assets

Liabilities

September 30, 2018

CLOs

$

57.0


$

0.7


$

784.0


$

3,348.0


Consumer loan vehicles

323.5


-


602.4


3,441.8


Related party private equity vehicles

34.1


-


52.0


107.2


Other private investment vehicles

160.4


-


170.8


5,324.2


Total

$

575.0


$

0.7


$

1,609.2


$

12,221.2


December 31, 2017





CLOs

$

168.1


$

8.9


$

1,030.4


$

5,364.3


Consumer loan vehicles

254.8


-


759.8


2,322.7


Related party private equity vehicles

23.7


-


45.4


75.0


Other private investment vehicles

133.0


-


142.0


4,624.9


Total

$

579.6


$

8.9


$

1,977.6


$

12,386.9



Our maximum exposure to loss often differs from the carrying value of the variable interests. The maximum exposure to loss is dependent on the nature of 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 Group underwrites securities issued in CLO transactions on behalf of sponsors and provides advisory services to the sponsors. Jefferies Group may also sell corporate loans to the CLOs. Jefferies Group's 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 Group 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; and

Investments in variable funding notes issued by CLOs.


Consumer Loan Vehicles. Jefferies Group 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 Group may provide structuring and advisory services and act as an underwriter or placement agent for securities issued by the vehicles. Jefferies Group does not control the activities of these entities.


Related Party Private Equity Vehicles. Jefferies Group committed to invest equity in private equity funds (the "JCP Funds") managed by Jefferies Capital Partners, LLC (the "JCP Manager"). Additionally, Jefferies Group committed to invest equity in the general partners of the JCP Funds (the "JCP General Partners") and the JCP Manager. Jefferies Group's 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 Group with limited and general partner investment returns of the JCP Funds, a portion of the carried interest earned by the JCP General Partners and a portion of the management fees earned by the JCP Manager. At September 30, 2018 and December 31, 2017 , Jefferies Group's total equity commitment in the JCP Entities was $139.3 million and $148.1 million , respectively, of which $121.3 million and $126.3 million had been funded, respectively. The carrying value of Jefferies Group's equity investments in the JCP Entities was $34.1 million and $23.7 million at September 30, 2018 and December 31, 2017 , respectively. Jefferies Group's 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.


43




Other Private Investment Vehicles.   The carrying amount of our equity investment was $160.4 million and $133.0 million at September 30, 2018 and December 31, 2017 , respectively. Our unfunded equity commitment related to these investments totaled $10.3 million and $9.1 million at September 30, 2018 and December 31, 2017 , respectively. Our exposure to loss is limited to the total 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 Securitization Vehicles.  In connection with Jefferies Group's secondary trading and market-making activities, Jefferies Group buys and sells agency and non-agency mortgage-backed securities and other asset-backed securities, which are issued by third-party securitization SPEs and are generally considered variable interests in VIEs. Securities issued by securitization SPEs are backed by residential mortgage loans, U.S. agency collateralized mortgage obligations, commercial mortgage loans, CDOs and CLOs and other consumer loans, such as installment receivables, auto loans and student loans. These securities are accounted for at fair value and included in Trading assets in our Consolidated Statements of Financial Condition. Jefferies Group has no other involvement with the related SPEs and therefore does not consolidate these entities.


Jefferies Group 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 Group 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 Group 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 Group may retain unsold senior and/or subordinated interests at the time of securitization in the form of securities issued by the SPEs.


Jefferies Group 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 Group's role and interest in the resecuritization trusts. Most resecuritizations in which Jefferies Group is involved are in connection with investors seeking securities with specific risk and return characteristics. As such, Jefferies Group has concluded that the decision-making power is shared between Jefferies Group 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 Group does not consolidate the resecuritization VIEs.


At September 30, 2018 and December 31, 2017 , Jefferies Group held $2,622.2 million and $1,829.6 million of agency mortgage-backed securities, respectively, and $156.6 million and $253.2 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 Group's maximum exposure to loss on these securities is limited to the carrying value of its investments in these securities. These mortgage- and other asset-backed securitization vehicles discussed are not included in the above table containing information about Jefferies Group's 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 Mining Company, LLC ("Golden Queen"). 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.



44



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, 2018 and 2017 is as follows (in thousands):


Loans to and investments in associated companies as of January 1,

Income (losses) related to associated companies

Income (losses) related to Jefferies Group's associated companies (1)

Contributions to (distributions from) associated companies, net

Other

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

2018

Jefferies Finance

$

655,467


$

-


$

36,497


$

43,470


$

-


$

735,434


National Beef (2)

-


83,287


-


(48,656

)

592,239


626,870


Berkadia

210,594


80,092


-


(42,064

)

(1,054

)

247,568


FXCM (3)

158,856


(19,322

)

-


-


(513

)

139,021


Garcadia companies (4)

179,143


21,646


-


(26,962

)

(173,827

)

-


Linkem

192,136


(20,534

)

-


542


(3,601

)

168,543


HomeFed

341,874


(3,338

)

-


-


-


338,536


Golden Queen (5)

105,005


(52,028

)

-


8,441


-


61,418


Other

223,754


(5,483

)

(5,810

)

(69,071

)

(9,879

)

133,511


Total

$

2,066,829


$

84,320


$

30,687


$

(134,300

)

$

403,365


$

2,450,901


2017

Jefferies Finance

$

490,464


$

-


$

63,685


$

109,899


$

-


$

664,048


Jefferies LoanCore

154,731


-


8,030


43,714


1,095


207,570


Berkadia

184,443


67,979


-


(52,300

)

(174

)

199,948


FXCM (3)

336,258


(166,360

)

-


-


731


170,629


Garcadia companies

185,815


38,536


-


(40,955

)

-


183,396


Linkem

154,000


(26,557

)

-


31,996


33,979


193,418


HomeFed

302,231


9,922


-


31,918


-


344,071


Golden Queen

111,302


(3,684

)

-


(59

)

-


107,559


Other

205,854


(4,249

)

(6,392

)

79,636


5,492


280,341


Total

$

2,125,098


$

(84,413

)

$

65,323


$

203,849


$

41,123


$

2,350,980



(1)

Primarily classified in Investment banking revenues and Other revenues.

(2)

As discussed more fully in Notes 1 and 24, in June 2018, we completed the sale of 48% of National Beef to Marfrig, reducing our ownership in National Beef to 31% . As of the closing of the sale on June 5, 2018, we deconsolidated our investment in National Beef and account for our remaining interest under the equity method of accounting. The carrying value of our retained 31% interest was adjusted to a fair value of $592.3 million on the date of sale.

(3)

As further described in Note 3, our investment in FXCM includes both our equity method investment in FXCM and our term loan with FXCM. Our equity method investment is included as Loans to and investments in associated companies and our term loan is included as Trading assets, at fair value in our Consolidated Statements of Financial Condition.

(4)

As more fully discussed in Note 1, during the third quarter of 2018, we sold 100% of our equity interests in Garcadia and our associated real estate to our former partners, the Garff family.

(5)

At September 30, 2018 and December 31, 2017 , the balance reflects $15.1 million and $30.5 million , respectively, related to a noncontrolling interest.



45



Income (losses) related to associated companies includes the following (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

National Beef

$

58,886


$

-


$

83,287


$

-


Berkadia

28,350


34,839


80,092


67,979


FXCM

(4,282

)

(4,345

)

(19,322

)

(166,360

)

Garcadia companies

691


12,565


21,646


38,536


Linkem

(7,770

)

(9,533

)

(20,534

)

(26,557

)

HomeFed

(7,783

)

238


(3,338

)

9,922


Golden Queen

(48,732

)

(1,975

)

(52,028

)

(3,684

)

Other

(493

)

(1,732

)

(5,483

)

(4,249

)

Total

$

18,867


$

30,057


$

84,320


$

(84,413

)


Income (losses) related to Jefferies Group's associated companies (primarily classified in Investment banking revenues and Other revenues) includes the following (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Jefferies Finance

$

5,931


$

13,509


$

36,497


$

63,685


Jefferies LoanCore

-


1,656


-


8,030


Other

(78

)

(4,337

)

(5,810

)

(6,392

)

Total

$

5,853


$

10,828


$

30,687


$

65,323



Jefferies Finance


Through Jefferies Group, we own 50% of Jefferies Finance LLC ("Jefferies Finance"), our joint venture with Massachusetts Mutual Life Insurance Company ("MassMutual"). 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 Group. 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 and acts as an investment advisor for various loan funds.


At September 30, 2018 , Jefferies Group and MassMutual each had equity commitments to Jefferies Finance of $750.0 million . At September 30, 2018 , $706.5 million of Jefferies Group's commitment was funded. The investment commitment is scheduled to expire on March 1, 2019 with automatic one year extensions absent a 60 -day termination notice by either party.


Jefferies Finance has executed a Secured Revolving Credit Facility with Jefferies Group and MassMutual, to be funded equally, to support loan underwritings by Jefferies Finance, which bears interest based on the interest rates of the related Jefferies Finance underwritten loans and is secured by the underlying loans funded by the proceeds of the facility. The total Secured Revolving Credit Facility is a committed amount of $500.0 million at September 30, 2018 and December 31, 2017 . Advances are shared equally between Jefferies Group and MassMutual. The facility is scheduled to mature on March 1, 2019 with automatic one year extensions absent a 60 -day termination notice by either party. At September 30, 2018 and December 31, 2017 , none of Jefferies Group's $250.0 million commitment was funded. Jefferies Group recognized interest income and unfunded commitment fees related to the facility of $0.3 million and $0.5 million during the three months ended September 30, 2018 and 2017 , respectively, and $2.0 million and $3.3 million during the nine months ended September 30, 2018 and 2017 , respectively.


Jefferies Group engages in debt capital markets transactions with Jefferies Finance related to the originations and syndications of loans by Jefferies Finance. In connection with such services, Jefferies Group earned fees of $71.1 million and $104.2 million during the three months ended September 30, 2018 and 2017 , respectively, and $282.1 million and $243.5 million during the nine months ended September 30, 2018 and 2017 , respectively, which are recognized in Investment banking revenues in the Consolidated Statements of Operations. In addition, Jefferies Group paid fees to Jefferies Finance in respect of certain loans originated by Jefferies Finance of $12.1 million and $0.0 million during the three months ended September 30, 2018 and 2017 , respectively, and $45.5 million and $2.5 million during the nine months ended September 30, 2018 and 2017 , respectively, which are recognized within Selling, general and other expenses in the Consolidated Statements of Operations.


46




Jefferies Group acts as a placement agent for CLOs managed by Jefferies Finance, for which Jefferies Group recognized fees of $0.4 million and $0.8 million during the three months ended September 30, 2018 and 2017 , respectively, and $3.1 million and $4.7 million during the nine months ended September 30, 2018 and 2017 , respectively, which are included in Investment banking revenues in the Consolidated Statements of Operations. At September 30, 2018 and December 31, 2017 , Jefferies Group held securities issued by CLOs managed by Jefferies Finance, which are included in Trading assets. Additionally, Jefferies Group has entered into participation agreements and derivative contracts with Jefferies Finance based upon certain securities issued by the CLO. Gains (losses) related to the derivative contracts were not material.


Under a service agreement, Jefferies Group charged Jefferies Finance $13.3 million and $7.9 million during the three months ended September 30, 2018 and 2017 , respectively, and $48.3 million and $37.4 million during the nine months ended September 30, 2018 and 2017 , respectively, for services provided. At September 30, 2018 , Jefferies Group had a receivable from Jefferies Finance, included in Other assets in the Consolidated Statement of Financial Condition, of $36.3 million and a payable to Jefferies Finance, included in Payables, expense accruals and other liabilities in the Consolidated Statement of Financial Condition of $14.1 million . At December 31, 2017 , Jefferies Group had a receivable from Jefferies Finance, included in Other assets in the Consolidated Statement of Financial Condition, of $34.6 million and a payable to Jefferies Finance, included in Payables, expense accruals and other liabilities in the Consolidated Statement of Financial Condition, of $14.1 million .


Jefferies Group enters into OTC foreign exchange contracts with Jefferies Finance. In connection with these contracts Jefferies Group had $0.2 million recorded in Payables, expense accruals and other liabilities and $1.5 million included in Trading assets in our Consolidated Statements of Financial Condition at September 30, 2018 and December 31, 2017 , respectively.


Jefferies LoanCore


Jefferies LoanCore, a commercial real estate finance company and a joint venture with the Government of Singapore Investment Corporation, the Canada Pension Plan Investment Board and LoanCore, LLC, originates and purchases commercial real estate loans throughout the U.S. and Europe. On October 31, 2017, Jefferies Group sold all of its membership interests (which constituted a 48.5% voting interest) in Jefferies LoanCore for approximately $173.1 million , the estimated book value as of October 31, 2017. In addition, Jefferies Group may be entitled to additional cash consideration over the next five years in the event Jefferies LoanCore's yearly return on equity exceeds certain thresholds.


National Beef


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. As discussed in Notes 1 and 24, on June 5, 2018, we completed the sale of 48% of National Beef to Marfrig, reducing our ownership in National Beef to 31% . As of the closing of the sale on June 5, 2018, we deconsolidated our investment in National Beef and account for our remaining interest under the equity method of accounting.


As required as a result of the deconsolidation of National Beef, we adjusted the carrying value of our retained 31% interest in National Beef to fair value. The fair value of our retained 31% interest in National Beef of $592.3 million was based on the implied equity value of 100% of National Beef from the transaction with Marfrig. The transaction with Marfrig was based on a $1.9 billion equity valuation and a $2.3 billion enterprise valuation for 100% of National Beef. The fair value was allocated to the tangible and intangible assets of National Beef and a number of assets including customer relationships, tradenames, cattle supply contracts and property, plant and equipment had fair values higher than book values. As we recognize our share of National Beef's income going forward, the difference between the estimated fair value and the underlying book value of National Beef's customer relationships, tradenames, cattle supply contracts and property, plant and equipment will be amortized over their respective useful lives (weighted average life of 15 years).


Berkadia


Berkadia is a commercial mortgage banking and servicing joint venture formed in 2009 with Berkshire Hathaway Inc. 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. 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.



47



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 $1.5 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, 2018 , the aggregate amount of commercial paper outstanding was $1.47 billion .


As discussed further in Note 1, on October 1, 2018, the Company's interest in Berkadia was transferred to Jefferies Group.


FXCM


As discussed more fully in Note 3, at September 30, 2018 , Jefferies has a 50% voting interest in FXCM and a senior secured term loan to FXCM due January 2019. On September 1, 2016, we gained the ability to significantly influence FXCM through our seats on the board of directors. As a result, we classify our equity investment in FXCM in our Consolidated Statements of Financial Condition as Loans to and investments in associated companies. Our term loan remains classified within Trading assets, at fair value. We account for our equity interest in FXCM on a one month lag. We are amortizing our basis difference between the estimated fair value and the underlying book value of FXCM customer relationships, technology, tradename, leases and long-term debt over their respective useful lives.


During February 2017, Global Brokerage Holdings and FXCM's U.S. subsidiary, Forex Capital Markets LLC ("FXCM U.S.") settled complaints filed by the National Futures Association and the Commodity Futures Trading Commission ("CFTC") against FXCM U.S. and certain of its principals relating to matters that occurred between 2010 and 2014. As part of the settlements, FXCM U.S. withdrew from business and sold FXCM U.S.'s customer accounts. Based on the above actions, we evaluated in the first quarter of 2017 whether our equity method investment was fully recoverable. We engaged an independent valuation firm to assist management in estimating the fair value of FXCM. Our estimate of fair value was based on a discounted cash flow and comparable public company analysis. The result of our analysis indicated that the estimated fair value of our equity interest in FXCM was lower than our carrying value by $130.2 million . We concluded based on the regulatory actions, FXCM's restructuring plan, investor perception and declines in the trading price of Global Brokerage's common shares and convertible debt, that the decline in fair value of our equity interest was other than temporary. As such, we impaired our equity investment in FXCM in the first quarter of 2017 by $130.2 million .


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 was a joint venture between us and Garff Enterprises, Inc. ("Garff") that owned and operated 28 automobile dealerships comprised of domestic and foreign automobile makers. The Garcadia joint venture agreement specified that we and Garff had equal board representation and equal votes on all matters affecting Garcadia, and that all operating cash flows from Garcadia would be allocated 65% to us and 35% to Garff, with the exception of one dealership from which we received 83% of all operating cash flows and four other dealerships from which we received 71% of all operating cash flows. Garcadia's strategy was to acquire automobile dealerships in primary or secondary market locations meeting its specified return criteria. 

In the third quarter of 2018, we sold 100% of our equity interests in Garcadia and our associated real estate to our former partners, the Garff family, for $417.2 million in cash. The pre-tax gain recognized as a result of this transaction, $221.7 million for the three and nine months ended September 30, 2018 , is classified as Other revenue.


Linkem


We own approximately 42% of the common shares of Linkem, a fixed wireless broadband services provider in Italy. In addition, we own approximately 63% of the 5% convertible preferred stock, which is automatically convertible to common shares in 2022. If all of our convertible preferred stock was converted, it would increase our ownership to approximately 54% of Linkem's common equity at September 30, 2018 . We have approximately 48% of the total voting securities of Linkem.



48



HomeFed


At September 30, 2018 , we own 10,852,123 shares of HomeFed's common stock, representing approximately 70% of HomeFed's outstanding common shares; however, we have contractually 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 5% of HomeFed is beneficially owned by our Chairman at September 30, 2018 .  Three of our executives serve on the board of directors of HomeFed, including our Chairman who serves as HomeFed's Chairman, and our President. Since we do not control HomeFed, our investment in HomeFed is accounted for under the equity method as an investment in an associated company. 


Golden Queen Mining Company


Since 2014, we invested $93.0 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 $127.5 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 $127.5 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 and 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.


In the third quarter of 2018, Golden Queen completed an updated mine plan and financial projections reflecting lower grades of gold as well as a decrease in the market price of gold. As a result of lower projected cash flows, we engaged an independent valuation firm to assist management in estimating the fair value of our equity investment in Golden Queen. Our estimate of fair value was based on a discounted cash flow analysis. The result of our analysis indicated that the estimated fair value of our equity interest in Golden Queen was lower than our prior carrying value by $47.9 million . We concluded based on lower projected cash flows and a decline in the market price of gold that the decline in fair value of our equity interest was other than temporary. As such, an impairment charge of $47.9 million was recorded in Income (loss) related to associated companies in the three and nine months ended September 30, 2018 .

Other

The following table provides summarized data for certain associated companies (Jefferies Finance, National Beef for the period subsequent to the closing of the transaction with Marfrig on June 5, 2018 and Berkadia) (in thousands):

For the Nine Months Ended September 30,

2018

2017

Revenues

$

3,341,369


$

763,727


Income from continuing operations before extraordinary items

$

591,191


$

267,796


Net income

$

591,191


$

267,796



49




Note 10.  Financial Statement Offsetting

In connection with Jefferies Group's derivative activities and securities financing activities, Jefferies Group 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; master securities lending agreements (securities lending transactions); and master repurchase agreements (repurchase transactions). 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. 

Under Jefferies Group's derivative ISDA master netting agreements, Jefferies Group 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. In cases where Jefferies Group has not determined an agreement to be enforceable, the related amounts are not offset. Master netting agreements are a critical component of Jefferies Group's risk management processes as part of reducing counterparty credit risk and managing liquidity risk.

Jefferies Group 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 contracts or transactions.


50



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, 2018

Derivative contracts

$

3,523,745


$

(3,334,100

)

$

189,645


$

-


$

-


$

189,645


Securities borrowing arrangements

$

7,369,908


$

-


$

7,369,908


$

(529,662

)

$

(1,088,612

)

$

5,751,634


Reverse repurchase agreements

$

11,634,035


$

(7,974,976

)

$

3,659,059


$

(187,426

)

$

(3,441,009

)

$

30,624


Liabilities at September 30, 2018







Derivative contracts

$

4,170,251


$

(3,454,488

)

$

715,763


$

-


$

-


$

715,763


Securities lending arrangements

$

2,531,504


$

-


$

2,531,504


$

(529,662

)

$

(1,977,558

)

$

24,284


Repurchase agreements

$

17,839,459


$

(7,974,976

)

$

9,864,483


$

(187,426

)

$

(8,632,482

)

$

1,044,575


Assets at December 31, 2017







Derivative contracts

$

3,497,969


$

(3,318,481

)

$

179,488


$

-


$

-


$

179,488


Securities borrowing arrangements

$

7,721,803


$

-


$

7,721,803


$

(966,712

)

$

(1,032,629

)

$

5,722,462


Reverse repurchase agreements

$

14,858,297


$

(11,168,738

)

$

3,689,559


$

(463,973

)

$

(3,207,147

)

$

18,439


Liabilities at December 31, 2017







Derivative contracts

$

3,745,908


$

(3,490,514

)

$

255,394


$

-


$

-


$

255,394


Securities lending arrangements

$

2,843,911


$

-


$

2,843,911


$

(966,712

)

$

(1,795,408

)

$

81,791


Repurchase agreements

$

19,829,249


$

(11,168,738

)

$

8,660,511


$

(463,973

)

$

(7,067,512

)

$

1,129,026



(1)

Under master netting agreements with our counterparties, we have the legal right of offset with a counterparty, which incorporates all of the counterparty's outstanding rights and obligations under the arrangement. These balances reflect additional credit risk mitigation that is available by a counterparty in the event of a counterparty's default, but which are not netted in the balance sheet because other netting provisions of 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, 2018 , amounts include $5,717.1 million of securities borrowing arrangements, for which we have received securities collateral of $5,544.1 million , and $1,019.6 million of repurchase agreements, for which we have pledged securities collateral of $1,054.1 million , which are subject to master netting agreements but we have not determined the agreements to be legally enforceable. At December 31, 2017 , amounts include $5,678.6 million of securities borrowing arrangements, for which we have received securities collateral of $5,516.7 million , and $1,084.4 million of repurchase agreements, for which we have pledged securities collateral of $1,115.9 million , which are subject to master netting agreements but we have not determined the agreements to be legally enforceable.



51



Note 11.  Intangible Assets, Net and Goodwill


A summary of Intangible assets, net and goodwill is as follows (in thousands):

September 30, 2018

December 31, 2017

Indefinite-lived intangibles:

Exchange and clearing organization membership interests and registrations

$

8,475


$

8,551


Amortizable intangibles:



Customer and other relationships, net of accumulated amortization of $100,591 and $230,074

70,071


347,767


Trademarks and tradenames, net of accumulated amortization of $20,211 and $95,627

108,406


293,851


Supply contracts, net of accumulated amortization of $0 and $57,440

-


86,160


Other, net of accumulated amortization of $4,132 and $3,885

4,818


4,701


Total intangible assets, net

191,770


741,030


Goodwill:



National Beef

-


14,991


Jefferies Group

1,699,269


1,703,300


Other operations

3,859


3,859


Total goodwill

1,703,128


1,722,150


Total intangible assets, net and goodwill

$

1,894,898


$

2,463,180



Amortization expense on intangible assets included in Income (loss) from continuing operations was $3.3 million and $3.2 million for the three months ended September 30, 2018 and 2017 , respectively, and $9.9 million and $9.7 million for the nine months ended September 30, 2018 and 2017 , respectively. 


The estimated aggregate future amortization expense for the intangible assets for each of the next five years is as follows (in thousands): 

Remainder of current year

$

3,359


2019

$

13,439


2020

$

13,439


2021

$

13,052


2022

$

13,052



As further discussed in Note 1, on June 5, 2018, we sold 48% of National Beef to Marfrig. Upon closing of the transaction with Marfrig, we deconsolidated our investment in National Beef, including its Intangible assets, net and goodwill. Intangible assets, net and goodwill at December 31, 2017 included $539.6 million of intangibles and $15.0 million of goodwill related to National Beef.


Goodwill and Intangible Impairment Testing


We performed our annual impairment testing of Jefferies Group goodwill as of August 1, 2018. 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 the 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 Group 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 price-to-earnings and price-to-book multiples of comparable public companies and/or projected cash flows. In addition, as the fair values determined under the 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


52



basis. An independent valuation specialist was engaged to assist with the valuation process for Jefferies Group at August 1, 2018. The results of our annual goodwill impairment test for Jefferies Group did not indicate any goodwill impairment.


Jefferies Group performed its annual impairment testing of intangible assets with an indefinite useful life, which consists of exchange and clearing organization membership interests and registrations, at August 1, 2018. Jefferies Group 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 its indefinite-life intangible assets. 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 Group has concluded that it is not more likely than not that the intangible assets are impaired. Jefferies Group recognized an immaterial impairment loss on certain exchange membership interests and registrations during the nine months ended September 30, 2018 .


Note 12.  Short-Term Borrowings


Jefferies Group's short-term borrowings, which mature in one year or less, are as follows (in thousands):

September 30, 2018

December 31, 2017

Bank loans (1)

$

324,021


$

304,651


Floating rate puttable notes

57,985


108,240


Equity-linked notes

-


23,324


Total short-term borrowings

$

382,006


$

436,215



(1) Bank loans include loans entered into, pursuant to a Master Loan Agreement, between the Bank of New York and Jefferies Group.


At September 30, 2018 and December 31, 2017 , the weighted average interest rate on short-term borrowings outstanding was 3.39%  and 2.51% per annum, respectively.


During the nine months ended September 30, 2018 , Jefferies Group issued equity-linked notes with a principal amount of $70.5 million , which matured on July 12, 2018. These notes were repaid with cash on hand on the maturity date. In addition, during the nine months ended September 30, 2018 , Jefferies Group's floating rate puttable notes with principal amounts of €41.0 million and Jefferies Group's equity-linked notes with a principal amount of $23.3 million matured. See Note 3 for further information.


The Bank of New York Mellon has agreed to make revolving intraday credit advances ("Intraday Credit Facility") for an aggregate committed amount of $150.0 million . The Intraday Credit Facility contains financial covenants, which includes a minimum regulatory net capital requirement for Jefferies Group. Interest is based on the higher of the Federal funds effective rate plus 0.5% or the prime rate. During the nine months ended September 30, 2018 , Jefferies Group was in compliance with debt covenants under the Intraday Credit Facility.



53



Note 13.  Long-Term Debt


The principal amount (net of unamortized discounts, premiums and debt issuance costs), stated interest rate and maturity date of outstanding debt are as follows (dollars in thousands):

September 30, 2018

December 31, 2017

Parent Company Debt:

Senior Notes:

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

$

743,203


$

742,348


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

246,710


246,673


Total long-term debt – Parent Company

989,913


989,021


Subsidiary Debt (non-recourse to Parent Company):



Jefferies Group:



5.125% Senior Notes, due April 13, 2018, $0 and $678,300 principal (1)

-


682,338


8.50% Senior Notes, due July 15, 2019, $680,800 principal

707,072


728,872


2.375% Euro Medium Term Notes, due May 20, 2020, $579,850 and $594,725 principal

578,896


593,334


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

795,967


808,157


2.25% Euro Medium Term Notes, due July 13, 2022, $4,639 and $4,758 principal

4,332


4,389


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

613,634


615,703


4.85% Senior Notes, due January 15, 2027, $750,000 principal (2)

712,667


736,357


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

374,211


375,794


3.875% Convertible Senior Debentures, due November 1, 2029, $0 and $324,779 principal

-


324,779


4.15% Senior Notes, due January 23, 2030, $1,000,000 and $0 principal

987,576


-


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

511,758


512,040


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

420,718


420,990


Structured Notes (3)

709,557


614,091


Jefferies Group Revolving Credit Facility

158,478


-


National Beef Reducing Revolver Loan

-


120,000


National Beef Revolving Credit Facility

-


76,809


Foursight Capital Credit Facilities

138,033


170,455


Other

74,613


112,654


Total long-term debt – subsidiaries

6,787,512


6,896,762


Long-term debt

$

7,777,425


$

7,885,783



(1)

On April 13, 2018, these 5.125% Senior Notes were redeemed by Jefferies Group with cash on hand.

(2)

Amount includes a gain of $24.1 million and a loss of $9.6 million during the nine months ended September 30, 2018 and 2017 , respectively, associated with an interest rate swap based on its designation as a fair value hedge. See Note 4 for further information.

(3)

Includes $709.6 million and $607.0 million at fair value at September 30, 2018 and December 31, 2017 , respectively. These structured notes contain various interest rate payment terms and are accounted for at fair value, with changes in fair value resulting from a change in the instrument specific credit risk presented in Accumulated other comprehensive income and changes in fair value resulting from non-credit components recognized in Principal transactions revenues.



54



Subsidiary Debt :


In November 2017, all of Jefferies Group's 3.875% Convertible Senior Debentures due 2029 were called for optional redemption, with a redemption date of January 5, 2018, at a redemption price equal to 100% of the principal amount of the convertible debentures redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. All of these remaining convertible debentures were redeemed in January 2018. In addition, Jefferies Group's 5.125% senior notes with a principal of $668.3 million were redeemed in April 2018.


In January 2018, Jefferies Group issued 4.15% senior notes with a principal amount of $1.0 billion , due 2030. Additionally, structured notes with a total principal amount of approximately $162.6 million , net of retirements were issued during the nine months ended September 30, 2018 .


On May 16, 2018, Jefferies Group entered into a senior secured revolving credit facility ("Jefferies Group Revolving Credit Facility") with a group of commercial banks for an aggregate principal amount of $160.0 million . Jefferies Group Revolving Credit Facility contains certain financial covenants, including, but not limited to, restrictions on future indebtedness of certain of its subsidiaries and its minimum tangible net worth, liquidity requirements and minimum capital requirements. Interest is based on an annual alternative base rate or an adjusted London Interbank Offered Rate ("LIBOR"), as defined in Jefferies Group Revolving Credit Facility agreement. The obligations of certain of Jefferies Group's subsidiaries under Jefferies Group Revolving Credit Facility are secured by substantially all its assets. At September 30, 2018 , Jefferies Group was in compliance with debt covenants under Jefferies Group Revolving Credit Facility.


As further discussed in Note 1, on June 5, 2018, we sold 48% of National Beef to Marfrig. Upon closing of the transaction with Marfrig, we deconsolidated our investment in National Beef, including its long-term debt. Long-term debt at December 31, 2017 included $199.2 million related to National Beef.


At September 30, 2018 , Foursight Capital's credit facilities consisted of two warehouse credit commitments aggregating $225.0 million , which mature in March 2020 and July 2020. The March 2020 credit facility bears interest based on the three-month LIBOR plus a credit spread fixed through its maturity and the July 2020 credit facility bears interest based on the one-month LIBOR plus a credit spread fixed through its maturity. As a condition of the March 2020 credit facility, Foursight Capital is obligated to maintain cash reserves in an amount equal to the quoted price of an interest rate cap sufficient to meet the hedging requirements of the credit commitment. The credit facilities are secured by first priority liens on auto loan receivables owed to Foursight Capital of approximately $167.9 million at September 30, 2018 .


Note 14.  Mezzanine Equity


Redeemable Noncontrolling Interests


At December 31, 2017 , the redeemable noncontrolling interests primarily relate to National Beef and were held by its minority owners, USPB, NBPCo Holdings and the chief executive officer of National Beef. The holders of these interests shared in the profits and losses of National Beef on a pro rata basis with us. As discussed in Note 1, we deconsolidated National Beef as a result of the 48% sale to Marfrig on June 5, 2018. Immediately prior to the deconsolidation, the cumulative increase in fair value of $237.7 million recorded to the redeemable noncontrolling interest since the initial acquisition of National Beef was reversed through Additional paid-in capital in the Consolidated Statement of Financial Condition.



55



Redeemable noncontrolling interests in National Beef are reflected in the Consolidated Statements of Financial Condition at fair value. The following table rolls forward National Beef's redeemable noncontrolling interests activity (in thousands):

For the Nine Months Ended September 30,

2018

2017

As of January 1,

$

412,128


$

321,962


Income allocated to redeemable noncontrolling interests

37,141


65,088


Distributions to redeemable noncontrolling interests

(70,681

)

(37,029

)

Increase in fair value of redeemable noncontrolling interests

21,404


24,404


Reversal of cumulative National Beef redeemable noncontrolling interests fair value adjustment prior to deconsolidation

(237,669

)

-


Deconsolidation of National Beef

(162,323

)

-


Balance, September 30,

$

-



$

374,425



At September 30, 2018 and December 31, 2017 , redeemable noncontrolling interests also include other redeemable noncontrolling interests of $21.4 million and $14.5 million , respectively, primarily related to our oil and gas exploration and development businesses. The majority of the increase in redeemable noncontrolling interests is due to an increase in fair value associated with Vitesse Energy Finance. We estimated the fair value of Vitesse Energy Finance based on a discounted cash flow analysis, market comparable method and market transaction method.


Mandatorily Redeemable Convertible Preferred Shares


In connection with our acquisition of Jefferies Group 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 Group's 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 holders of the Preferred Shares are also entitled to an additional quarterly payment in the event we declare and pay a dividend on our common stock in an amount greater than $0.0625 per common share per quarter. The additional quarterly payment would be paid to the holders of Preferred Shares on an as converted basis and on a per share basis would equal the quarterly dividend declared and paid to a holder of a share of common stock in excess of $0.0625 per share. In the third quarter of 2017, we increased our quarterly dividend from $0.0625 to $0.10 per common share. In the third quarter of 2018, we increased our quarterly dividend from $0.10 to $0.125 per common share. These increased the preferred stock dividend from $3.2 million for the nine months ended September 30, 2017 to $3.6 million for the nine months ended September 30, 2018 . 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 15.  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 executive awards using a Monte Carlo valuation model. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market condition is not met. Awards with performance conditions are amortized over the service period if it is determined that it is probable that the performance condition will be achieved.


Senior Executive Compensation Plan. The Compensation Committee of the Jefferies Board of Directors approved an executive compensation plan effective January 1, 2018 that extends Jefferies prior compensation plans for our CEO and our President (together, our "Senior Executives") for compensation years 2018, 2019 and 2020. For each Senior Executive, the Compensation Committee has targeted long-term compensation of $25.0 million per year under the plan with a target of $16.0 million in long-term equity in the form of RSUs and a target of $9.0 million in long-term cash, subject to performance targets over the three -year measurement period for each compensation year. To receive targeted long-term equity, our Senior Executives will have to achieve 8% growth on an annual and multi-year compounded basis in Jefferies Total Shareholder Return ("TSR") and to receive targeted long-term cash, our Senior Executives will have to achieve 8% growth on an annual and multi-year compounded basis in Jefferies Return on Tangible Deployable Equity ("ROTDE"). If TSR and ROTDE are less than 5% , our Senior Executives will receive no long-term compensation. If TSR and ROTDE growth rates are greater than 8% , our Senior Executives are eligible to receive up


56



to 50% additional incentive compensation on a pro rata basis up to 12% growth rates. 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.


Stock-Based Compensation Expense. Compensation and benefits expense included $12.8 million and $11.1 million for the three months ended September 30, 2018 and 2017 , respectively, and $38.0 million and $31.5 million for the nine months ended September 30, 2018 and 2017 , 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 $4.0 million and $4.0 million for the three months ended September 30, 2018 and 2017 , respectively, and $10.0 million and $11.2 million for the nine months ended September 30, 2018 and 2017 , respectively. As of September 30, 2018 , total unrecognized compensation cost related to nonvested share-based compensation plans was $131.5 million ; this cost is expected to be recognized over a weighted average period of 2.4 years.


At September 30, 2018 , there were 1,862,000 shares of restricted stock outstanding with future service required, 9,424,000 RSUs outstanding with future service required (including target RSUs issuable under the senior executive compensation plan), 10,262,000 RSUs outstanding with no future service required and 871,000 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 20,557,000 .


Restricted Cash Awards. Jefferies Group provides compensation to certain new and existing employees in the form of loans and/or other cash awards which are subject to ratable vesting terms with service requirements. The restricted cash awards are amortized to compensation expense over the relevant service period. At September 30, 2018 , the remaining unamortized amount of the restricted cash awards was $446.9 million ; this cost is expected to be recognized over a weighted average period of two years.


Note 16.  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 is as follows (in thousands):

September 30, 2018

December 31, 2017

Net unrealized gains on available for sale securities

$

542,790


$

572,085


Net unrealized foreign exchange losses

(180,926

)

(101,400

)

Net unrealized losses on instrument specific credit risk

(18,916

)

(34,432

)

Net unrealized gains (losses) on cash flow hedges

446


(1,138

)

Net minimum pension liability

(55,649

)

(62,391

)

$

287,745



$

372,724




57



For the nine months ended September 30, 2018 and 2017 , significant amounts reclassified out of accumulated other comprehensive income to net income 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

2018

2017

Net unrealized gains on available for sale securities, net of income tax provision of $37 and $14

$

105


$

24


Other revenues

Net unrealized foreign exchange gains (losses), net of income tax provision (benefit) of $(16) and $1,086

20,459


(5,310

)

Other income and other expenses

Net unrealized gains on instrument specific credit risk, net of income tax provision of $126 and $0

371


-


Principal transactions

Amortization of defined benefit pension plan actuarial losses, net of income tax benefit of $(508) and $(604)

(1,398

)

(1,297

)

 Selling, general and other expenses, which includes pension expense

Other pension, net of income tax benefit of $0 and $(1,231)

(5,344

)

1,231


Compensation and benefits expense and Income tax provision (benefit)

Total reclassifications for the period, net of tax

$

14,193



$

(5,352

)


In connection with the acquisition of Jefferies Bache from Prudential on July 1, 2011, Jefferies Group acquired a defined benefit pension plan located in Germany (the "German Pension Plan") for the benefit of eligible employees of Jefferies Bache in that territory. On December 28, 2017, a Liquidation Insurance Contract was entered into between Jefferies Bache Limited and Generali Lebensversicherung AG ("Generali") to transfer the defined benefit pension obligations and insurance contracts to Generali, for approximately €6.5 million , which was paid in January 2018 and released Jefferies Group from any and all obligations under the German Pension Plan. This transaction was completed in the first quarter of 2018. In connection with the transfer of the German Pension Plan, $5.3 million was reclassified to Compensation and benefits expense in the Consolidated Statements of Operations from Accumulated other comprehensive income during the nine months ended September 30, 2018 .


Note 17. Revenues from Contracts with Customers

The following table presents our total revenues separated for our revenues from contracts with customers and our other sources of revenues (in thousands):

For the Three Months Ended September 30, 2018

For the Nine Months Ended September 30, 2018

Revenues from contracts with customers:

Commissions and other fees

$

155,417


$

461,023


Investment banking

460,043


1,400,331


Manufacturing revenues

94,029


307,129


Other

70,590


174,565


Total revenue from contracts with customers

780,079


2,343,048


Other sources of revenue:

Principal transactions

116,204


315,622


Interest income

336,736


939,272


Other

225,958


265,972


Total revenue from other sources

678,898


1,520,866


Total revenues

$

1,458,977


$

3,863,914


Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance


58



obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (the "transaction price"). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties.

The following provides detailed information on the recognition of our revenues from contracts with customers:

Commissions and Other Fees. Jefferies Group earns commission revenue by executing, settling and clearing transactions for clients primarily in equity, equity-related and futures products. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Commission revenues associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade-date. Commissions revenues are generally paid on settlement date and Jefferies Group records a receivable between trade-date and payment on settlement date. Jefferies Group permits institutional customers to allocate a portion of their gross commissions to pay for research products and other services provided by third parties. The amounts allocated for those purposes are commonly referred to as soft dollar arrangements. Jefferies Group acts as an agent in the soft dollar arrangements as the customer controls the use of the soft dollars and directs Jefferies Group's payments to third-party service providers on its behalf. Accordingly, amounts allocated to soft dollar arrangements are netted against commission revenues in our Consolidated Statements of Operations.

Jefferies Group earns account advisory and distribution fees in connection with wealth management services. Account advisory fees are recognized over time using the time-elapsed method as Jefferies Group determined that the customer simultaneously receives and consumes the benefits of investment advisory services as they are provided. Account advisory fees may be paid in advance of a specified service period or in arrears at the end of the specified service period (e.g., quarterly). Account advisory fees paid in advance are initially deferred within Payables, expense accruals and other liabilities in the Consolidated Statements of Financial Condition. Distribution fees are variable and recognized when uncertainties with respect to the amounts are resolved.

Investment Banking Fees. Jefferies Group provides its clients with a full range of capital markets and financial advisory services. Capital markets services include underwriting and placement agent services in both the equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings and equity-linked convertible securities transactions and structuring, underwriting and distributing public and private debt, including investment grade debt, high yield bonds, leveraged loans, municipal bonds and mortgage- and asset-backed securities. Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the control and benefit of the capital markets offering at that point. Costs associated with capital markets transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded, and are recorded on a gross basis within Selling, general and other expenses in the Consolidated Statements of Operations as Jefferies Group is acting as a principal in the arrangement. Any expenses reimbursed by its clients are recognized as Investment banking revenues.


59



Revenues from financial advisory services primarily consist of fees generated in connection with merger, acquisition and restructuring transactions. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed, as the performance obligation is to successfully broker a specific transaction. Fees received prior to the completion of the transaction are deferred within Payables, expense accruals and other liabilities in the Consolidated Statements of Financial Condition. Advisory fees from restructuring engagements are recognized over time using a time elapsed measure of progress as Jefferies Group's clients simultaneously receive and consume the benefits of those services as they are provided. A significant portion of the fees Jefferies Group receives for its advisory services are considered variable as they are contingent upon a future event (e.g., completion of a transaction or third-party emergence from bankruptcy) and are excluded from the transaction price until the uncertainty associated with the variable consideration is subsequently resolved, which is expected to occur upon achievement of the specified milestone. Payment for advisory services are generally due promptly upon completion of a specified milestone or, for retainer fees, periodically over the course of the engagement. Jefferies Group recognizes a receivable between the date of completion of the milestone and payment by the customer. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related expenses, including expenses incurred related to restructuring assignments, are expensed as incurred. All investment banking advisory expenses are recognized within their respective expense category in the Consolidated Statements of Operations and any expenses reimbursed by Jefferies Group's clients are recognized as Investment banking revenues.

Asset Management Fees. Jefferies Group and LAM earn management and performance fees, recorded in Other revenues, in connection with investment advisory services provided to various funds and accounts, which are satisfied over time and measured using a time elapsed measure of progress as the customer receives the benefits of the services evenly throughout the term of the contract. Management and performance fees are considered variable as they are subject to fluctuation (e.g., changes in assets under management, market performance) and/ or are contingent on a future event during the measurement period (e.g., meeting a specified benchmark) and are recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Management fees are generally based on month-end assets under management or an agreed upon notional amount and are included in the transaction price at the end of each month when the assets under management or notional amount is known. Performance fees are received when the return on assets under management for a specified performance period exceed certain benchmark returns, "high-water marks" or other performance targets. The performance period related to performance fees is annual, semi-annual or quarterly. Accordingly, performance fee revenue will generally be recognized only at the end of the performance period to the extent that the benchmark return has been met.

Manufacturing Revenues. Idaho Timber's primary business consists of the sale of lumber that is manufactured or remanufactured at one of its locations. Agreements with customers for these sales specify the type, quantity and price of products to be delivered as well as the delivery date and payment terms. The transaction price is fixed at the time of sale and revenue is generally recognized when the customer takes control of the product.


60



Disaggregation of Revenue

The following presents our revenues from contracts with customers disaggregated by major business activity and primary geographic regions for the three and nine months ended September 30, 2018 (in thousands):

Three months ended September 30, 2018

Reportable Segments

Jefferies Group

Corporate

All Other

Total

Major Business Activity:

Jefferies Group:

Equities (1)

$

159,571


$

-


$

-


$

159,571


Fixed Income (1)

3,007


-


-


3,007


Investment Banking

460,043


-


-


460,043


Asset Management

5,184


-


-


5,184


Manufacturing revenues

-


-


94,029


94,029


Oil and gas revenues

-


-


46,506


46,506


Other revenues

-


-


11,739


11,739


Total revenues from contracts with customers

$

627,805


$

-


$

152,274


$

780,079


Primary Geographic Region:

Americas

$

545,998


$

-


$

151,687


$

697,685


Europe, Middle East and Africa

62,914


-


514


63,428


Asia

18,893


-


73


18,966


Total revenues from contracts with customers

$

627,805


$

-


$

152,274


$

780,079


Nine months ended September 30, 2018

Reportable Segments

Jefferies Group

Corporate

All Other

Total

Major Business Activity:

Jefferies Group:

Equities (1)

$

471,161


$

-


$

-


$

471,161


Fixed Income (1)

10,511


-


-


10,511


Investment Banking

1,400,331


-


-


1,400,331


Asset Management

16,130


-


-


16,130


Manufacturing revenues

-


-


307,129


307,129


Oil and gas revenues

-


-


106,741


106,741


Other revenues

-


-


31,045


31,045


Total revenues from contracts with customers

$

1,898,133


$

-


$

444,915


$

2,343,048


Primary Geographic Region:

Americas

$

1,638,828


$

-


$

443,718


$

2,082,546


Europe, Middle East and Africa

203,103


-


976


204,079


Asia

56,202


-


221


56,423


Total revenues from contracts with customers

$

1,898,133


$

-


$

444,915


$

2,343,048



(1)

Revenues from contracts with customers associated with the equities and fixed income businesses primarily represent commissions and other fee revenue.


61



Information on Remaining Performance Obligations and Revenue Recognized from Past Performance

We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at September 30, 2018 . Investment banking advisory fees that are contingent upon completion of a specific milestone and fees associated with certain distribution services are also excluded as the fees are considered variable and not included in the transaction price at September 30, 2018 .

During the three and nine months ended September 30, 2018 , Jefferies Group recognized $4.4 million and $18.3 million , respectively, of revenue related to performance obligations satisfied (or partially satisfied) in previous periods, mainly due to resolving uncertainties in consideration that was constrained in prior periods. In addition, Jefferies Group recognized $4.6 million and $13.5 million , respectively, of revenues primarily associated with distribution services during the three and nine months ended September 30, 2018 , a portion of which relates to prior periods.

Contract Balances

The timing of revenue recognition may differ from the timing of payment by customers. We record a receivable when revenue is recognized prior to payment and it has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied. Jefferies Group deferred revenue primarily relates to retainer and milestone fees received in investment banking advisory engagements where the performance obligation has not yet been satisfied.

We had receivables related to revenues from contracts with customers of $259.1 million and $469.3 million at September 30, 2018 and December 31, 2017 , respectively. As further discussed in Note 1, on June 5, 2018, we sold 48% of National Beef to Marfrig. Upon closing of the transaction with Marfrig, we deconsolidated our investment in National Beef, including its receivables related to revenues from contracts with customers. Receivables related to revenues from contracts with customers at December 31, 2017 included $183.4 million related to National Beef.

We had no significant impairments related to these receivables during the three and nine months ended September 30, 2018 .

Our deferred revenue, which primarily relates to Jefferies Group, was $16.3 million and $15.5 million at September 30, 2018 and December 31, 2017 , respectively, which are recorded as Payables, expense accruals and other liabilities in the Consolidated Statements of Financial Condition. During the three months ended September 30, 2018 , we recognized $6.3 million of deferred revenue from the balance at June 30, 2018 . During the nine months ended September 30, 2018 , we recognized $20.8 million of deferred revenue from the balance at December 31, 2017 .

Contract Costs

Jefferies Group capitalizes costs to fulfill contracts associated with investment banking advisory engagements where the revenue is recognized at a point in time and the costs are determined to be recoverable. Capitalized costs to fulfill a contract are recognized at the point in time that the related revenue is recognized.

At September 30, 2018 , Jefferies Group's capitalized costs to fulfill a contract were $4.8 million , which are recorded in Receivables in the Consolidated Statement of Financial Condition. For the three and nine months ended September 30, 2018 , Jefferies Group recognized $1.5 million and $1.5 million , respectively, of expenses related to costs to fulfill a contract that were capitalized as of the beginning of the period. There were no significant impairment charges recognized in relation to these capitalized costs during the three and nine months ended September 30, 2018 . At September 30, 2018 , capitalized costs related to our other subsidiaries were not material.


Note 18.  Income Taxes


The aggregate amount of gross unrecognized tax benefits related to uncertain tax positions at September 30, 2018 was $237.8 million (including $63.0 million for interest), of which $184.0 million related to Jefferies Group. The aggregate amount of gross unrecognized tax benefits related to uncertain tax positions at December 31, 2017 was $226.4 million (including $57.4 million for interest), of which $177.8 million related to Jefferies Group. If recognized, such amounts would lower our effective tax rate. Accrued interest is included in Payables, expense accruals and other liabilities in the Consolidated Statements of Financial Condition. No material penalties were accrued for the nine months ended September 30, 2018 and the year ended December 31, 2017.


The statute of limitations with respect to our federal income tax returns has expired for all years through 2013. We have settled our 2013 Internal Revenue Service examination with the settlement having an immaterial impact on our effective tax rate. Our New York State and New York City income tax returns are currently being audited for the 2012 to 2014 period and 2011 to 2014 period, respectively. Prior to becoming a wholly-owned subsidiary, Jefferies Group filed a consolidated U.S. federal income tax


62



return with its qualifying subsidiaries and was subject to income tax in various states, municipalities and foreign jurisdictions. Jefferies Group is currently under examination by various major tax jurisdictions. We do not expect that resolution of these examinations will have a significant effect on our Consolidated Statements of Financial Condition, but could have a significant impact on the Consolidated Statements of Operations for the period in which resolution occurs. 


Our provision for income taxes for continuing operations for the nine months ended September 30, 2018 was reduced by a $43.9 million benefit resulting from a reversal of our valuation allowance with respect to certain federal and state net operating loss carryforwards ("NOLs") which we now believe are more likely than not to be utilized before they expire. Our provision for income taxes from continuing operations for the nine months ended September 30, 2017 was reduced by a $31.9 million benefit resulting from the repatriation of Jefferies Group's earnings from certain of its foreign subsidiaries, along with their associated foreign tax credits.


On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the "Tax Act"). SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740, Income Taxes ("ASC 740"). While the initial estimated impact of the Tax Act was calculated using all available information, we anticipate modifications based on the procedures set forth under SAB 118. This process is applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) where a reasonable estimate cannot yet be made, taxes are reflected in accordance with the law prior to the enactment of the Tax Act.


Due to the complex nature of the Tax Act, we have not completed our accounting for the income tax effects of certain elements of the Tax Act. If we were able to make reasonable estimates of the effects of certain elements for which our analysis is not yet complete, we recorded a provisional estimate in the financial statements. If we were not yet able to make reasonable estimates of the impact of certain elements, we have not recorded any adjustments related to those elements and have continued accounting for them in accordance with ASC 740 on the basis of the tax laws in effect before the Tax Act. The ultimate impact of the Tax Act may differ from this estimate, possibly materially, due to refinement of our calculations based on updated information, changes in interpretations and assumptions, and guidance that may be issued and actions we may take in response to the Tax Act. We note that the Tax Act is complex and we continue to assess the impact that various provisions will have on our business. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected, we consider the accounting for the deferred tax asset remeasurements, the transition tax, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. During the nine months ended September 30, 2018 , we revised our prior estimate and recorded a $3.8 million increase in our tax expense related to the Tax Act.



63



Note 19.  Common Share and 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 (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Numerator for earnings per share:

Net income attributable to Jefferies Financial Group Inc. common shareholders

$

192,635


$

99,351


$

1,042,689


$

438,952


Allocation of earnings to participating securities (1)

(1,054

)

(368

)

(5,049

)

(1,692

)

Net income attributable to Jefferies Financial Group Inc. common shareholders for basic earnings per share

191,581


98,983


1,037,640


437,260


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

3


(2

)

34


3


Mandatorily redeemable convertible preferred share dividends

1,276


-


-


3,203


Net income attributable to Jefferies Financial Group Inc. common shareholders for diluted earnings per share

$

192,860



$

98,981


$

1,037,674


$

440,466


Denominator for earnings per share:





Weighted average common shares outstanding

332,191


358,039


343,829


359,031


Weighted average shares of restricted stock outstanding with future service required

(1,879

)

(1,320

)

(1,681

)

(1,377

)

Weighted average RSUs outstanding with no future service required

11,122


11,109


11,152


11,082


Denominator for basic earnings per share – weighted average shares

341,434


367,828


353,300


368,736


Stock options

5


23


13


22


Senior executive compensation plan awards

4,706


2,347


3,856


2,313


Mandatorily redeemable convertible preferred shares

4,162


-


-


4,162


Denominator for diluted earnings per share

350,307



370,198


357,169


375,233



(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 1,888,700 and 1,366,700 for the three months ended September 30, 2018 and 2017 , respectively, and 1,700,700 and 1,433,500 for the nine months ended September 30, 2018 and 2017 , respectively. Dividends declared on participating securities were not material during three and nine months ended September 30, 2018 and 2017 . Undistributed earnings are allocated to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.


For the nine months ended September 30, 2018 and the three and nine months ended September 30, 2017 , 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. All of these convertible debentures were redeemed in January 2018. For the nine months ended September 30, 2018 and the three months ended September 30, 2017 , shares related to the mandatorily redeemable convertible preferred shares were not included in the computation of diluted per share amounts as the effect was antidilutive.


The Board of Directors from time to time has authorized the repurchase of our common shares. In April 2018, the Board of Directors approved an increase to our share repurchase program to 25,000,000 common shares from the 12,500,000 million remaining under its prior authorization. In July 2018, the Board of Directors approved an increase to our share repurchase program by an additional 25,000,000 common shares. During the nine months ended September 30, 2018 , we purchased a total of 26,119,483 of our common shares under these authorizations. As of September 30, 2018 , 23,880,517 common shares remained authorized for repurchase.


64



Note 20.  Commitments, Contingencies and Guarantees


Commitments


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

Expected Maturity Date

2018

2019

2020

and

2021

2022

and

2023

2024

and

Later

Maximum

Payout

Equity commitments (1)

$

280.0


$

56.9


$

31.7


$

-


$

9.8


$

378.4


Loan commitments (1)

-


250.0


54.4


32.5


-


336.9


Underwriting commitments

411.0


-


-


-


-


411.0


Forward starting reverse repos (2)

3,159.4


-


-


-


-


3,159.4


Forward starting repos (2)

2,057.8


-


-


-


-


2,057.8


Other unfunded commitments (1)

60.0


148.7


42.3


-


4.9


255.9


$

5,968.2



$

455.6



$

128.4



$

32.5



$

14.7



$

6,599.4



(1)

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

(2)

At September 30, 2018 , $3,141.9 million of the forward starting securities purchased under agreements to resell and all of the securities sold under agreements to repurchase settled within three business days.


Equity Commitments.   Equity commitments include commitments to invest in Jefferies Group's joint venture, Jefferies Finance, and commitments to invest in private equity funds and in Jefferies Capital Partners, LLC, the manager of the private equity funds, which consist of a team led by Brian P. Friedman, our President and a Director. At September 30, 2018 , Jefferies Group's outstanding commitments relating to Jefferies Capital Partners, LLC and its private equity funds were $18.1 million .


See Note 9 for additional information regarding Jefferies Group's investment in Jefferies Finance.


Additionally, as of September 30, 2018 , we had other outstanding equity commitments to invest up to $316.7 million in various other investments, which include $280.0 million as part of the further development of our alternative asset management platforms.


Loan Commitments. From time to time Jefferies Group 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. At September 30, 2018 , Jefferies Group had $86.3 million of outstanding loan commitments to clients.


Loan commitments outstanding at September 30, 2018 , also include Jefferies Group's portion of the outstanding secured revolving credit facility provided to Jefferies Finance to support loan underwritings by Jefferies Finance. At September 30, 2018 , none of Jefferies Group's $250.0 million commitment was funded.


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

Forward Starting Reverse Repos and Repos.   Jefferies Group 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.


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-


65



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 Group dealer activities cause it to make markets and trade in a variety of derivative instruments. Certain derivative contracts that Jefferies Group 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 Group's maximum potential payout under these contracts.

The following table summarizes the notional amounts associated with Jefferies Group derivative contracts meeting the definition of a guarantee under GAAP as of September 30, 2018 (in millions):

Expected Maturity Date

Guarantee Type

2018

2019

2020

and

2021

2022

and

2023

2024

and

Later

Notional/

Maximum

Payout

Derivative contracts – non-credit related

$

10,898.5


$

5,978.6


$

2,948.5


$

1,015.0


$

454.6


$

21,295.2


Written derivative contracts – credit related

-


-


36.4


33.8


-


70.2


Total derivative contracts

$

10,898.5



$

5,978.6



$

2,984.9



$

1,048.8



$

454.6



$

21,365.4



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 Group substantially mitigates its exposure to market risk on these contracts through hedges, such as other derivative contracts and/or cash instruments and Jefferies Group manages the risk associated with these contracts in the context of its overall risk management framework. Jefferies Group 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 $216.9 million at September 30, 2018 .


Berkadia.   We have agreed to reimburse Berkshire Hathaway for up to one-half of any losses incurred under a $1.5 billion surety policy securing outstanding commercial paper issued by an affiliate of Berkadia. At September 30, 2018 , the aggregate amount of commercial paper outstanding was $1.47 billion .

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

Standby Letters of Credit.   At September 30, 2018 , Jefferies Group provided guarantees to certain counterparties in the form of standby letters of credit in the amount of $51.8 million . Standby letters of credit commit Jefferies Group 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 $1.1 million at September 30, 2018 . Primarily all letters of credit expire within one year.



66



Note 21.  Net Capital Requirements


Jefferies Group operates as a broker-dealer registered with the SEC and member firms of the Financial Industry Regulatory Authority ("FINRA"). Jefferies LLC is subject to the Securities and Exchange Commission Uniform Net Capital Rule ("Rule 15c3-1"), which requires the maintenance of minimum net capital and has elected to calculate minimum capital requirements using the alternative method permitted by Rule 15c3-1 in calculating net capital. Jefferies LLC, as a dually-registered U.S. broker-dealer and futures commission merchant ("FCM"), is also subject to Rule 1.17 of the 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's net capital and excess net capital at September 30, 2018 were $1,917.6 million and $1,806.2 million , respectively.


FINRA is the designated examining authority for Jefferies Group's U.S. broker-dealer and the National Futures Association is the designated self-regulatory organization for Jefferies LLC as an FCM.

Certain other U.S. and non-U.S. subsidiaries of Jefferies Group 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 Jefferies Group's 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 22.  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, 2018

December 31, 2017

Carrying

Amount

Fair

Value

Carrying

Amount

Fair

Value

Receivables:

Notes and loans receivable (1)

$

663,508


$

644,184


$

579,071


$

565,285


Financial Liabilities:





Short-term borrowings (2)

$

382,006


$

382,006


$

412,891


$

412,891


Long-term debt (3)

$

7,067,868


$

7,113,515


$

7,278,827


$

7,678,210



(1)

Notes and loans receivable:  The fair values are estimated principally based on a discounted future cash flows model using market interest rates for similar instruments. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy.

(2)

Short-term borrowings:  The fair values of short-term borrowings are estimated to be the carrying amount due to their short maturities. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy.

(3)

Long-term debt: The fair values are estimated using quoted prices, pricing information obtained from external data providers and, for certain variable rate debt, is estimated to be the carrying amount. If measured at fair value in the financial statements, these financial instruments would be classified as Level 2 and Level 3 in the fair value hierarchy.



67



Note 23.  Related Party Transactions


Jefferies Capital Partners Related Funds. Jefferies Group 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, 2018 and December 31, 2017 are Jefferies Group's equity investments in Private Equity Related Funds of $34.1 million and $23.7 million , respectively. Net gains (losses) aggregating $0.2 million and $(0.4) million for the three months ended September 30, 2018 and 2017 , respectively, and $10.2 million and $(9.8) million for the nine months ended September 30, 2018 and 2017 , respectively, were recorded in Other revenues related to the Private Equity Related Funds. For further information regarding our commitments and funded amounts to the Private Equity Related Funds, see Notes 8 and 20 .


Berkadia Commercial Mortgage, LLC. At September 30, 2018 and December 31, 2017 , Jefferies Group has commitments to purchase $748.8 million and $864.1 million , respectively, in agency commercial mortgage-backed securities from Berkadia.


HRG. Jefferies Group recognized investment banking revenues of $3.0 million for the three and nine months ended September 30, 2018 in connection with the merger of HRG into Spectrum Brands, which is partially owned by Jefferies.


FXCM . Jefferies Group entered into OTC foreign exchange contracts with FXCM. In connection with these contracts, Jefferies Group had $12.3 million and $17.0 million at September 30, 2018 and December 31, 2017 , respectively, included in Payables, expense accruals and other liabilities in our Consolidated Statements of Financial Condition.


Officers, Directors and Employees.   We have $51.2 million and $45.6 million of loans outstanding to certain officers and employees (none of whom are an executive officer or director of the Company) at September 30, 2018 and December 31, 2017 , 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.


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


Note 24.  Discontinued Operations


On June 5, 2018, we sold 48% of National Beef to Marfrig for $907.7 million in cash, reducing our ownership in National Beef to 31% . Marfrig has also acquired an additional 3% of National Beef from other equity owners and now owns 51% of National Beef. Jefferies will continue to designate two board members and have a series of other rights in respect of our continuing equity interest, with a lockup period of five years and thereafter fair market value liquidity protections. As of the closing of the sale on June 5, 2018, we deconsolidated our investment in National Beef and account for our remaining interest under the equity method of accounting.


The sale of National Beef meets the GAAP criteria to be classified as a discontinued operation as the sale represents a strategic shift that has a major effect in our operations and financial results. As such, we have classified the results of National Beef prior to June 5, 2018 as a discontinued operation and reported those results in Income from discontinued operations, net of income tax provision in the Consolidated Statements of Operations.


68



A summary of the results of discontinued operations for National Beef is as follows (in thousands):


For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2018 (1)

2017

Revenues:

Beef processing services

$

2,038,821


$

3,137,611


$

5,472,339


Interest income

58


131


230


Other

420


4,329


3,705


Total revenues

2,039,299


3,142,071


5,476,274


Expenses:




Compensation and benefits

10,505


17,414


29,649


Cost of sales

1,816,480


2,884,983


5,030,887


Interest expense

1,713


4,316


5,781


Depreciation and amortization

26,664


43,959


73,522


Selling, general and other expenses

9,458


14,291


26,428


Total expenses

1,864,820


2,964,963


5,166,267


Income from discontinued operations before income taxes

174,479


177,108


310,007


Income tax provision

53,490


47,045


90,856


Income from discontinued operations, net of income tax provision

$

120,989


$

130,063


$

219,151



(1) Discontinued operations for the nine months ended September 30, 2018 include National Beef results through the June 5, 2018 transaction with Marfrig.


Net income attributable to the redeemable noncontrolling interests in the Consolidated Statements of Operations includes $36.6 million for the three months ended September 30, 2017 and $37.1 million and $65.1 million for the nine months ended September 30, 2018 and 2017 , respectively, related to National Beef's noncontrolling interests. Pre-tax income from discontinued operations attributable to Jefferies Financial Group Inc. common shareholders was $137.8 million for the three months ended September 30, 2017 and $140.0 million and $244.9 million for the nine months ended September 30, 2018 and 2017 , respectively.


As discussed above, we account for our retained 31% ownership of National Beef subsequent to the sale to Marfrig under the equity method. From June 5, 2018 through September 30, 2018 , we recorded $83.3 million in Income (loss) related to associated companies from our 31% ownership in National Beef and we received distributions from National Beef of $48.7 million . The pre-tax income of 100% National Beef from June 5, 2018 through September 30, 2018 was $276.5 million .


During the nine months ended September 30, 2018 , we also recorded a pre-tax gain on the National Beef transaction of $873.5 million ( $643.9 million after-tax) which is reported in Gain on disposal of discontinued operations, net of income tax provision in the Consolidated Statements of Operations. Included in the $873.5 million pre-tax gain on the sale of National Beef was approximately $352.4 million related to the remeasurement of our retained 31% interest in National Beef to fair value. The $592.3 million fair value of our retained 31% interest in National Beef was based on the implied equity value of 100% of National Beef from the transaction with Marfrig and is considered a Level 3 input. The transaction with Marfrig was based on a $1.9 billion equity valuation and a $2.3 billion enterprise valuation.

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 Group and Corporate. Jefferies Group is a global full-service, integrated securities and investment banking firm. 

Corporate assets primarily consist of financial instruments owned, the deferred tax asset (exclusive of Jefferies Group's deferred tax asset), cash and cash equivalents. Corporate revenues primarily include interest income. We do not allocate Corporate revenues or overhead expenses to the operating units.

All other consists of our other financial services businesses and investments and our merchant banking businesses and investments. Our other financial services businesses and investments include the Leucadia Asset Management platform, Foursight


69



Capital, and our investments in Berkadia, HomeFed and FXCM. Our merchant banking businesses and investments primarily include Vitesse Energy Finance, JETX Energy, Idaho Timber and our investments in Spectrum Brands, National Beef, Garcadia, Linkem and Golden Queen. As a result of the announced transactions and our current operating strategy, we have made changes to the corporate segment to reflect the way we currently manage our business, and have reclassified the prior periods to conform to current presentation.

As discussed further in Notes 1 and 24, on June 5, 2018, we sold 48% of National Beef to Marfrig and deconsolidated our investment in National Beef. Results prior to June 5, 2018 are classified in discontinued operations and are not included in the table below. Our retained 31% interest in National Beef is accounted for under the equity method and results subsequent to the June 5, 2018 closing are included in All other in the table below.

Certain information concerning our segments is presented in the following table. Consolidated subsidiaries are reflected as of the date a majority controlling interest was acquired. As discussed above, Jefferies Group 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,

2018

2017

2018

2017

(In thousands)

Net revenues:

Reportable Segments:

Jefferies Group

$

774,749


$

802,909


$

2,419,410


$

2,381,967


Corporate

8,692


1,915


14,753


4,257


Total net revenues related to reportable segments

783,441



804,824


2,434,163


2,386,224


All other (1)

367,405


52,399


523,277


634,386


Total consolidated net revenues

$

1,150,846



$

857,223


$

2,957,440


$

3,020,610


Income (loss) from continuing operations before income taxes:





Reportable Segments:





Jefferies Group

$

86,154


$

128,112


$

336,922


$

383,094


Corporate

(14,563

)

(16,311

)

(55,708

)

(56,816

)

Income from continuing operations before income taxes related to reportable segments

71,591



111,801


281,214


326,278


All other (1)

215,856


(71,516

)

111,007


130,722


Parent Company interest

(14,755

)

(14,737

)

(44,251

)

(44,201

)

Total consolidated income from continuing operations before income taxes

$

272,692



$

25,548


$

347,970


$

412,799


Depreciation and amortization expenses:





Reportable Segments:





Jefferies Group

$

17,175


$

15,928


$

50,829


$

46,877


Corporate

852


865


2,599


2,599


Total depreciation and amortization expenses related to reportable segments

18,027



16,793


53,428


49,476


All other

14,268


11,967


38,932


32,653


Total consolidated depreciation and amortization expenses

$

32,295



$

28,760


$

92,360


$

82,129


(1)

All other Net revenues and Income from continuing operations before income taxes include realized and unrealized gains (losses) relating to our investment in FXCM of $1.3 million and $(2.9) million , respectively, for the three months ended September 30, 2018 ; $16.4 million and $(2.9) million , respectively, for the nine months ended September 30, 2018 ; $2.3 million and $(2.0) million , respectively, for the three months ended September 30, 2017 ; and $17.6 million and $(148.7) million , respectively, for the nine months ended September 30, 2017 .


Interest expense classified as a component of Net revenues relates to Jefferies Group. For the three months ended September 30, 2018 and 2017 , interest expense classified as a component of Expenses was primarily comprised of parent company interest ( $14.8 million and $14.7 million , respectively) and all other ( $14.0 million and $10.9 million , respectively). For the nine months ended September 30, 2018 and 2017 , interest expense classified as a component of Expenses was primarily comprised of parent company interest ( $44.3 million and $44.2 million , respectively) and all other ( $30.3 million and $32.6 million , respectively). 


70




As discussed above, during the third quarter of 2018, we sold 100% of our equity interests in Garcadia and our associated real estate to our former partners, the Garff family and recognized a pre-tax gain of $221.7 million for the three and nine months ended September 30, 2018 in Other revenues. The gain on the sale is included within All other above.


Conwed Plastics ("Conwed") was our consolidated subsidiary that manufactured and marketed lightweight plastic netting. In January 2017, we sold 100% of Conwed to Schweitzer-Mauduit International, Inc., (NYSE: SWM) for $295 million in cash plus potential earn-out payments in 2019, 2020 and 2021 totaling up to $40 million in cash to the extent the results of Conwed's subsidiary, Filtrexx International, exceed certain performance thresholds. We recognized a $178.2 million pre-tax gain on the sale of Conwed in Other revenues primarily during the nine months ended September 30, 2017 . The gain on the sale of Conwed is included within All other above.


71



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, 2017 (the " 2017 10-K").


On October 2, 2018, our Board of Directors and senior management approved a change of our fiscal year end from a calendar year basis to a fiscal year ending on November 30, consistent with the fiscal year of Jefferies Group. We will file a transition report on Form 10-K for the transition period from January 1, 2018 to November 30, 2018.


Results of Operations

We operate the largest independent full-service global investment banking firm headquartered in the U.S., together with an established merchant banking business. We engage in investment banking, sales and trading and asset management through Jefferies Group. During the second and third quarters of 2018, we closed three previously announced transactions that impacted our results for the three and nine months ended September 30, 2018. These include the sale of 48% of National Beef in June 2018, reducing our ownership to 31%. We deconsolidated National Beef and are accounting for our remaining investment as an equity method investment within our merchant banking business. In August 2018, we sold 100% of our equity interest in Garcadia and our associated real estate. Vitesse Energy Finance also acquired a package of non-operated Bakken assets for $190 million in April 2018, of which approximately $144 million was funded as equity.


Income from continuing operations before income taxes was $272.7 million for the three months ended September 30, 2018, in comparison to $25.5 million for the same period in 2017. The increase in income from continuing operations compared to last year is primarily from a $221.7 million pre-tax gain on the sale of our Garcadia interests and $58.9 million of income related to our remaining interest in National Beef. These increases were partially offset by a $47.9 million impairment loss related to Golden Queen in the third quarter of 2018. We recorded a $48.5 million mark-to-market decrease in the value of our investment in Spectrum Brands Holdings, Inc. ("Spectrum Brands") in the third quarter of 2018 as compared to a $97.9 million mark-to-market decrease in the third quarter of 2017.


Results for the nine months ended September 30, 2018 include a pre-tax gain of $873.5 million, or $643.9 million net of tax expense, from the National Beef transaction. This gain is reflected in our results as a gain on disposal of discontinued operations. Our share of the results of National Beef prior to the transaction have also been reflected as discontinued operations, including prior year amounts. Our pre-tax income from continuing and discontinued operations was $1.4 billion for the nine months ended September 30, 2018, significantly higher than $722.8 million in the same period last year. Income from continuing operations before income taxes was $348.0 million for the nine months ended September 30, 2018 as compared to $412.8 million for the same period last year. Results for the nine months ended September 30, 2018 include the pre-tax gain of $221.7 million from the Garcadia transaction. The nine months ended September 30, 2017 include a pre-tax gain on the sale of Conwed of $178.2 million. A number of other items also impacted comparability with last year. The nine months ended September 30, 2018 includes a mark-to-market decrease in the value of our investment in Spectrum Brands of $228.4 million, a $47.9 million impairment loss related to Golden Queen, a net loss at Leucadia Asset Management and continued strong performance by Berkadia. The nine months ended September 30, 2017 includes a $130.2 million impairment loss related to FXCM.



72



A summary of results for the three months ended September 30, 2018 is as follows (in thousands):

Financial Services

Jefferies Group

Other Financial Services

Merchant Banking

Corporate

Parent Company Interest

Total

Net revenues

$

774,749


$

45,457


$

321,948


$

8,692


$

-


$

1,150,846


Expenses:

Compensation and benefits

428,033


9,973


9,493


13,766


-


461,265


Cost of sales

-


-


84,876


-


-


84,876


Floor brokerage and clearing fees

44,570


-


-


-


-


44,570


Interest expense

-


12,723


1,359


-


14,755


28,837


Depreciation and amortization

17,175


1,379


12,889


852


-


32,295


Selling, general and other expenses

198,817


16,008


21,716


8,637


-


245,178


Total expenses

688,595


40,083


130,333


23,255


14,755


897,021


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

86,154


5,374


191,615


(14,563

)

(14,755

)

253,825


Income related to associated companies

-


16,502


2,365


-


-


18,867


Income (loss) from continuing operations before income taxes

$

86,154


$

21,876


$

193,980


$

(14,563

)

$

(14,755

)

272,692


Income tax provision from continuing operations

90,391


Net income

$

182,301



73



A summary of results for the nine months ended September 30, 2018 is as follows (in thousands):

Financial Services

Jefferies Group

Other Financial Services

Merchant Banking

Corporate

Parent Company Interest

Total

Net revenues

$

2,419,410


$

53,297


$

469,980


$

14,753


$

-


$

2,957,440


Expenses:


Compensation and benefits

1,326,887


29,935


29,577


43,040


-


1,429,439


Cost of sales

-


-


257,501


-


-


257,501


Floor brokerage and clearing fees

131,792


-


-


-


-


131,792


Interest expense

-


26,367


3,996


-


44,251


74,614


Depreciation and amortization

50,829


4,837


34,095


2,599


-


92,360


Selling, general and other expenses

572,980


54,081


56,201


24,822


-


708,084


Total expenses

2,082,488


115,220


381,370


70,461


44,251


2,693,790


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

336,922


(61,923

)

88,610


(55,708

)

(44,251

)

263,650


Income related to associated companies

-


58,204


26,116


-


-


84,320


Income (loss) from continuing operations before income taxes

$

336,922


$

(3,719

)

$

114,726


$

(55,708

)

$

(44,251

)

347,970


Income tax provision from continuing operations

51,560


Income from discontinued operations, net of income tax provision

130,063


Gain on disposal of discontinued operations, net of income tax provision

643,921


Net income

$

1,070,394



74




A summary of results for the three months ended September 30, 2017 is as follows (in thousands):

Financial Services

Jefferies Group

Other Financial Services

Merchant Banking

Corporate

Parent Company Interest

Total

Net revenues

$

802,909


$

22,742


$

29,657


$

1,915


$

-


$

857,223


Expenses:

Compensation and benefits

462,933


9,072


10,656


10,810


-


493,471


Cost of sales

-


-


71,596


-


-


71,596


Floor brokerage and clearing fees

42,852


-


-


-


-


42,852


Interest expense

-


4,966


5,909


-


14,737


25,612


Depreciation and amortization

15,928


2,244


9,723


865


-


28,760


Selling, general and other expenses

153,084


15,941


23,865


6,551


-


199,441


Total expenses

674,797


32,223


121,749


18,226


14,737


861,732


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

128,112


(9,481

)

(92,092

)

(16,311

)

(14,737

)

(4,509

)

Income (loss) related to associated companies

-


31,119


(1,062

)

-


-


30,057


Income (loss) from continuing operations before income taxes

$

128,112


$

21,638


$

(93,154

)

$

(16,311

)

$

(14,737

)

25,548


Income tax provision from continuing operations

9,770


Income from discontinued operations, net of income tax provision

120,989


Net income

$

136,767



75



A summary of results for the nine months ended September 30, 2017 is as follows (in thousands):

Financial Services

Jefferies Group

Other Financial Services

Merchant Banking

Corporate

Parent Company Interest

Total

Net revenues

$

2,381,967


$

109,284


$

525,102


$

4,257


$

-


$

3,020,610


Expenses:


Compensation and benefits

1,374,127


26,248


32,981


35,017


-


1,468,373


Cost of sales

-


-


210,834


-


-


210,834


Floor brokerage and clearing fees

133,145


-


-


-


-


133,145


Interest expense

-


13,830


18,731


-


44,201


76,762


Depreciation and amortization

46,877


7,435


25,218


2,599


-


82,129


Selling, general and other expenses

444,724


36,641


47,333


23,457


-


552,155


Total expenses

1,998,873


84,154


335,097


61,073


44,201


2,523,398


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

383,094


25,130


190,005


(56,816

)

(44,201

)

497,212


Income (loss) related to associated companies

-


(87,838

)

3,425


-


-


(84,413

)

Income (loss) from continuing operations before income taxes

$

383,094


$

(62,708

)

$

193,430


$

(56,816

)

$

(44,201

)

412,799


Income tax provision from continuing operations

127,198


Income from discontinued operations, net of income tax provision

219,151


Net income

$

504,752



Jefferies Group


Jefferies Group is reflected in our consolidated financial statements and disclosures utilizing a one month lag; Jefferies Group's fiscal year ends on November 30 and its fiscal quarters end one month prior to our reporting periods. A summary of results of operations for Jefferies Group is as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Net revenues

$

774,749


$

802,909


$

2,419,410


$

2,381,967


Expenses:





Compensation and benefits

428,033


462,933


1,326,887


1,374,127


Floor brokerage and clearing fees

44,570


42,852


131,792


133,145


Depreciation and amortization

17,175


15,928


50,829


46,877


Selling, general and other expenses

198,817


153,084


572,980


444,724


Total expenses

688,595



674,797


2,082,488


1,998,873


Income from continuing operations before income taxes

$

86,154



$

128,112


$

336,922


$

383,094




76



Jefferies Group 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 Group's business, by its nature, does not produce predictable or necessarily recurring revenues or earnings. Jefferies Group's results in any given period can be materially affected by conditions in global financial markets, economic conditions generally, and its own activities and positions.


Revenues by Source


Net revenues presented for Jefferies Group's equities and fixed income businesses include allocations of interest income and interest expense as it assesses the profitability of these businesses inclusive of the net interest revenue or expense associated with the respective activities, which is a function of the mix of each business's associated assets and liabilities and the related funding costs.


In connection with the adoption of the new revenue standard in the first quarter of 2018, Jefferies Group has made changes to the presentation of its "Revenues by Source" to better align the manner in which we describe and present the results of Jefferies Group's performance with the manner in which it manages its business activities and serves its clients. We believe that the reorganization of Jefferies Group's revenue reporting will enable us to describe the business mix more clearly and provide greater transparency in the communication of Jefferies Group's results. Additionally, the results of the investment banking business now include a new subcategory "Other investment banking", which contains Jefferies Group's share of net earnings from its corporate lending joint venture, Jefferies Finance LLC ("Jefferies Finance"), as well as any gains and losses from any securities or loans received or acquired in connection with its investment banking efforts. Previously reported results are presented on a comparable basis in the tables below.


The following is a description of the changes that have been made:

Equities revenues now represent the activities of Jefferies Group's core equities sales and trading, securities finance, prime brokerage and wealth management businesses. Revenues from other activities previously presented within the Equities business have been disaggregated as follows:

Jefferies Group's share of net earnings from its Jefferies Finance joint venture, as well as any revenues from securities and loans received or acquired in connection with its investment banking efforts, are now presented as part of Jefferies Group's investment banking business.

Jefferies Group's share of net earnings from its historic Jefferies LoanCore LLC ("Jefferies LoanCore") joint venture is presented as part of its fixed income business through its sale in October 2017.

Revenues related to Jefferies Group's principal investments in certain private equity funds and hedge funds managed by third parties or related parties, investments in strategic ventures (including KCG Holdings, Inc. ("KCG") through its sale in July 2017), certain other securities owned, and investments held as part of obligations under employee benefit plans, including deferred compensation arrangements, are now presented as part of its other business.

Revenue related to Jefferies Group's capital invested in asset management funds that are managed by Jefferies Group is now presented within Jefferies Group's asset management business.

Revenues from Jefferies Group's legacy Futures business and revenues associated with structured notes issued by Jefferies Group are now presented as part of its other business. Additionally, revenues derived from securities or loans received or acquired in connection with Jefferies Group's investment banking efforts are now presented as part of investment banking revenues.

Revenues from principal investments in certain private equity and asset management funds managed by related parties, are now presented as part of its other business.


The changes to the manner in which we describe and disclose the performance of Jefferies Group's business activities has no effect on its historical consolidated results of operation. The composition of Jefferies Group's net revenues has varied over time as financial markets and the scope of our operations have changed. The composition of net revenues can also vary from period to period due to fluctuations in economic and market conditions, and its own performance.



77



The following provides a summary of net revenues by source (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Equities

$

171,091


$

163,609


$

501,849


$

495,011


Fixed income

140,862


141,243


474,405


520,365


Total sales and trading

311,953



304,852


976,254


1,015,376






Equity

139,220


86,081


326,613


222,549


Debt

138,515


186,261


483,271


474,736


Capital markets

277,735


272,342


809,884


697,285


Advisory

187,591


203,360


595,730


538,301


Other investment banking

(18,494

)

300


(18,389

)

8,322


Total investment banking

446,832



476,002


1,387,225


1,243,908


Other

9,339


9,578


23,093


96,451


Total capital markets

768,124


790,432


2,386,572


2,355,735


Asset Management

6,625


12,477


32,838


26,232


Total net revenues

$

774,749



$

802,909


$

2,419,410


$

2,381,967



Equities Net Revenues


Equities are comprised of net revenues from:

services provided to Jefferies Group's clients from which it earns commissions or spread revenue by executing, settling and clearing transactions for clients;

financing, securities lending and other prime brokerage services offered to clients; and

wealth management services, which includes providing clients access to all of its institutional execution capabilities.


Equities net revenues during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 , increased across certain of Jefferies Group's core global equities sales and trading business, offset by losses in certain block positions. The increase in its core global equities sales and trading business was primarily driven by higher revenues in its electronic trading, prime brokerage, U.S. cash equities and equity derivatives businesses, primarily due to overall improved market trading volumes, higher equity volatility and an increase in our commissions. The securities finance business saw an increase as compared to the prior quarter, driven by increased trading revenues. This increase was partially offset by a decrease in the convertibles and European cash equities businesses, primarily due to lower trading revenues and customer activity. Equities posted record quarterly revenues across the overall sales and trading business, as well as across several core businesses, including its global electronic trading, prime brokerage and Asia Pacific securities finance businesses.


Equities net revenues during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 , improved across Jefferies Group's various core global equities sales and trading business, offset by losses in certain block positions. The increase in its core global equities sales and trading business was primarily driven by higher revenues in its equity derivatives, electronic trading, and prime brokerage businesses, primarily due to higher equity volatility, overall improved market trading volumes and an increase in commissions. This was partially offset by a decrease in the U.S. and European cash equities businesses, primarily due to lower customer activity. European revenues were also lower as a result of the delay in advisory payments and the impact of unbundling due to the Market in Financial Instruments Directive ("MiFID II") regulation. The securities finance business saw a decline as compared with the prior year period, driven by decreased trading revenues. Equities posted record nine month results in the current year period across the overall sales and trading business, as well as across several core businesses, including global trading, European and Asia Pacific securities finance, and prime brokerage businesses.


Fixed Income Net Revenues


Fixed income is comprised of net revenues from:

executing transactions for clients and making markets in securitized products, investment grade, high-yield, emerging markets, municipal and sovereign securities and bank loans;

foreign exchange execution on behalf of clients; and

interest rate derivatives and credit derivatives (used primarily for hedging activities).



78



Fixed income net revenues during the three months ended September 30, 2018 were relatively unchanged as compared to the three months ended September 30, 2017 , as improved performance in Jefferies Group's leveraged credit, U.S. and international rates and U.S. securitized markets businesses were offset by reduced market activity and trading volumes in its global investment grade credit businesses and municipal securities businesses.


The performance of Jefferies Group's leveraged credit business continued to strengthen, primarily in its distressed trading business. Revenues in its U.S. and international rates businesses were higher due to increased interest rate volatility in certain markets. Results in its U.S. securitized markets group were higher due to increased trading activity and continued strong performance in its origination businesses. Revenues in Jefferies Group's global investment grade credit businesses declined on lower trading activity and reduced trading volatility, while revenues in its European credit business were lower due to reduced demand for higher yielding products. Revenues in Jefferies Group's municipals businesses were down as client activity was muted by concerns of higher interest rates. This compares to a favorable market environment in the prior year quarter driven by activity leading up to changes in federal tax law. The prior year quarter also included revenues from Jefferies Group's share of Jefferies LoanCore, which was sold in October 2017.


Fixed income net revenues during the nine months ended September 30, 2018 decreased $46.0 million as compared to the nine months ended September 30, 2017 , primarily due to soft market conditions in the beginning of the second quarter. This is compared to performance in the first quarter of 2017, which was bolstered by robust trading activity following the 2016 U.S. presidential election.


Revenues in Jefferies Group's U.S. securitized markets group were significantly improved during the nine months ended September 30, 2018, primarily as more favorable trading conditions prevailed for its agency products. Additionally, increased securitization activity contributed to the period's results. Revenues in its leveraged credit business were strong, as it increased its market share in high yield, leveraged loan and distressed products. Revenues declined in the global investment grade credit business due to a decline in new issuance trading activity and increased competition, as reduced volatility produced fewer trading opportunities. Revenues in the municipal trading business were lower on reduced market activity driven by changes in federal tax legislation, which shifted activity into the prior year and the backdrop of increased interest rates dampened investor interest. The business outperformed in the prior year period, as macro events drove a more favorable trading environment.


Global rates revenues in the nine months ended September 30, 2018 declined as the opportunities from volatility from the U.S. Presidential Election and European election cycles, primarily in the first quarter of 2017, were not replicated in the current year period. This was partially offset by improved performance in the current year period, as a result of increased volatility in global interest rates.


The nine months ended September 30, 2017 also included revenues from Jefferies Group's share of Jefferies LoanCore, which was sold in October 2017, as well as revenues from non-core fixed income products that have now been deemphasized.


Investment Banking Revenues


Investment banking is comprised of revenues from:

capital markets services, which include underwriting and placement services related to corporate debt, municipal bonds, mortgage- and asset-backed securities and equity and equity-linked securities and loan syndication;

advisory services with respect to mergers and acquisitions and restructurings and recapitalizations;

Jefferies Group's share of net earnings from its corporate lending joint venture Jefferies Finance; and

securities and loans received or acquired in connection with Jefferies Group's investment banking activities.


Total investment banking revenues were $446.8 million for the three months ended September 30, 2018 , 6.1% lower than the three months ended September 30, 2017 , primarily due to a decrease in debt capital markets and advisory revenues due to lower transaction levels in the leverage finance and mergers and acquisitions businesses, partially offset by record equity capital markets revenues led by continued strong issuances in the life sciences sector. The results in the quarter also include an increase of $36.3 million in investment banking net revenues as a result of the new revenue standard.

Capital markets revenues for the three months ended September 30, 2018 increased 2.0% from the prior year quarter. Advisory revenues for the three months ended September 30, 2018 decreased 7.8% compared to the prior year quarter. Other investment banking revenues were a loss of $18.5 million during the three months ended September 30, 2018 compared with revenues of $0.3 million in the prior year quarter. The results reflect net revenues of $19.0 million in the current year quarter, compared with net revenues of $20.4 million in the prior year quarter, primarily due to Jefferies Group's share of revenues from the Jefferies Finance joint venture, which were more than partially offset by the amortization of costs and allocated interest expense incurred associated with the Jefferies Finance business.


79




From equity and debt capital raising activities, Jefferies Group generated $139.2 million and $138.5 million in revenues, respectively, for the three months ended September 30, 2018 . During the three months ended September 30, 2018 , Jefferies Group completed 286 public and private debt financings that raised $61.1 billion in aggregate and Jefferies Group completed 57 public and private equity and convertible offerings that raised $11.5 billion (56 of which Jefferies Group acted as sole or joint bookrunner). Financial advisory revenues totaled $187.6 million, including revenues from 47 merger and acquisition transactions and two restructuring and recapitalization transactions with an aggregate transaction value of $63.0 billion.


Investment banking revenues were $476.0 million for the three months ended September 30, 2017 . From equity and debt capital raising activities during the three months ended September 30, 2017, Jefferies Group generated $86.1 million and $186.3 million in revenues, respectively. During the three months ended September 30, 2017 , Jefferies Group completed 381 public and private debt financings that raised $73.0 billion in aggregate and Jefferies Group completed 34 public equity and private equity and convertible offerings that raised $15.7 billion (33 of which Jefferies Group acted as sole or joint bookrunner). Financial advisory revenues totaled $203.4 million, including revenues from 48 merger and acquisition transactions and two restructuring and recapitalization transactions with an aggregate transaction value of $29.0 billion.


Total investment banking revenues were $1,387.2 million for the nine months ended September 30, 2018 , 11.5% higher than the nine months ended September 30, 2017 , due to record equity capital markets and advisory revenues, resulting from continued strength in the mergers and acquisitions businesses and strong equity issuance in the life science business. Results also include an increase of $101.1 million in investment banking net revenues as a result of the new revenue standard.


Capital markets revenues for the nine months ended September 30, 2018 increased 16.1% from the prior year period. Advisory revenues for the nine months ended September 30, 2018 increased 10.7% compared to the prior year period. Other investment banking revenues were a loss of $18.4 million during the nine months ended September 30, 2018 compared with revenues of $8.3 million in the prior year period. The results reflect net revenues of $70.3 million in the current year quarter, compared with net revenues of $66.8 million in the prior year quarter, primarily due to Jefferies Group's share of revenues from the Jefferies Finance joint venture, which were more than partially offset by the amortization of costs and allocated interest expense were incurred associated with the Jefferies Finance business.


From equity and debt capital raising activities, Jefferies Group generated $326.6 million and $483.3 million in revenues, respectively, for the nine months ended September 30, 2018 . During the nine months ended September 30, 2018 , Jefferies Group completed 749 public and private debt financings that raised $197.7 billion in aggregate and Jefferies Group completed 142 public and private equity and convertible offerings that raised $31.8 billion (138 of which Jefferies Group acted as sole or joint bookrunner). Financial advisory revenues totaled $595.7 million, including revenues from 128 merger and acquisition transactions and eleven restructuring and recapitalization transactions with an aggregate transaction value of $156.8 billion.


Investment banking revenues were $1,243.9 million for the nine months ended September 30, 2017 . From equity and debt capital raising activities during the nine months ended September 30, 2017 , Jefferies Group generated $222.5 million and $474.7 million in revenues, respectively. During the nine months ended September 30, 2017 , Jefferies Group completed 817 public and private debt financings that raised $191.9 billion in aggregate and Jefferies Group completed 125 public equity and private equity and convertible offerings that raised $50.1 billion (118 of which Jefferies Group acted as sole or joint bookrunner). Financial advisory revenues totaled $538.3 million, including revenues from 119 merger and acquisition transactions and eight restructuring and recapitalization transactions with an aggregate transaction value of $106.1 billion.


Other Net Revenues


Other net revenues are comprised of revenues from:

• principal investments in private equity and hedge funds managed by third parties or related parties;

• strategic investments other than Jefferies Finance (such as KCG through its sale in July 2017);

• investments held as part of employee benefit plans, including deferred compensation plans;

• structured note activities on behalf of the firm; and

• Jefferies Group's legacy Futures business.


Other net revenues totaled $9.3 million for the three months ended September 30, 2018 , as compared with $9.6 million for the three months ended September 30, 2017 , as results in the prior year quarter included a net gain of $2.2 million from Jefferies Group's investment in KCG, which was sold in July 2017.



80



Other net revenues totaled $23.1 million for the nine months ended September 30, 2018 , as compared with $96.5 million for the nine months ended September 30, 2017 , as results in the prior year period included a net gain of $93.4 million from Jefferies Group's investment in KCG, which was sold in July 2017, partially offset by foreign currency gains.


Asset Management Net Revenues


Asset management revenues include the following:

• management and performance fees from funds and accounts managed by Jefferies Group; and

• investment income from capital invested in and managed by Jefferies Group's asset management business.


Asset management revenues were $6.6 million for the three months ended September 30, 2018 , as compared with $12.5 million for the three months ended September 30, 2017 . Asset management revenues were $32.8 million for the nine months ended September 30, 2018 , as compared with $26.2 million for the nine months ended September 30, 2017 . The key components of asset management revenues are the level of assets under management and the performance return, whether on an absolute basis or relative to a benchmark or hurdle. These components can be affected by financial markets, profits and losses in the applicable investment portfolios and client capital activity. Further, asset management fees vary with the nature of investment management services. The terms under which clients may terminate Jefferies Group's investment management authority, and the requisite notice period for such termination, varies depending on the nature of the investment vehicle and the liquidity of the portfolio assets.


As discussed further in Note 1, on October 1, 2018, substantially all of Jefferies interest in Leucadia Asset Management was transferred to Jefferies Group.


Compensation and Benefits

Compensation and benefits expense consists of salaries, benefits, cash bonuses, commissions, annual cash compensation awards, and the amortization of certain share-based and cash compensation awards to employees. Cash and historical share-based awards and a portion of cash 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 in Compensation and benefits expense are share-based amortization expense for senior executive awards granted in February 2016, January 2017 and January 2018, cash-based amortization expense for senior executive awards granted in January 2018, non-annual share-based and cash-based awards to other employees and certain year end awards that contain future service requirements for vesting, all of which are being amortized over their respective future service periods. In addition, the senior executive awards contain market and performance conditions. Compensation expense related to the amortization of share-based and cash-based awards amounted to $67.1 million and $71.7 million for the three months ended September 30, 2018 and 2017 , respectively, and $204.7 million and $206.5 million for the nine months ended September 30, 2018 and 2017 , respectively. Compensation and benefits as a percentage of Net revenues was 55.2% and 57.7% for the three months ended September 30, 2018 and 2017 , respectively, and 54.8% and 57.7% for the nine months ended September 30, 2018 and 2017 , respectively.


Non-Compensation Expenses

Non-compensation expenses include floor brokerage and clearing fees, underwriting costs, 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 in Selling, general and other expenses in the Consolidated Statements of Operations.

The increase in non-compensation expenses during the three and nine months ended September 30, 2018 as compared to the three and nine months ended September 30, 2017 was essentially due to an increase in business development expenses and underwriting costs, as a result of applying the new revenue standard to results of operations for the three and nine months ended September 30, 2018 . The increase during the three months ended September 30, 2018 was also due to an increase in professional service expenses due to an increase in legal and consulting fees. The increase during the nine months ended September 30, 2018 was also due to an increase in technology and communication expenses due to higher costs associated with the development of the various trading systems and projects associated with corporate support infrastructure and higher professional service expenses due to an increase in legal and consulting fees.


81




Other Financial Services


A summary of results for other financial services is as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Net revenues

$

45,457


$

22,742


$

53,297


$

109,284


Expenses:





Compensation and benefits

9,973


9,072


29,935


26,248


Interest expense

12,723


4,966


26,367


13,830


Depreciation and amortization

1,379


2,244


4,837


7,435


Selling, general and other expenses

16,008


15,941


54,081


36,641


Total expenses

40,083


32,223


115,220


84,154


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

5,374


(9,481

)

(61,923

)

25,130


Income (loss) related to associated companies

16,502


31,119


58,204


(87,838

)

Income (loss) from continuing operations before income taxes

$

21,876


$

21,638


$

(3,719

)

$

(62,708

)


Our other financial services include our share of the income of Berkadia, 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 HomeFed and the results of our investment in FXCM. Interest and gains related to the note receivable component of our FXCM investment are included in Net revenues, while income (loss) related to our equity method investment in FXCM is included in Income (loss) related to associated companies.


Three Months Ended September 30, 2018


Net revenues for the three months ended September 30, 2018 , increased $22.7 million from the three months ended September 30, 2017 . The year-over-year increase in revenues primarily reflects increased principal transactions revenues related to Leucadia Asset Management investments and increased investment income.


Income (loss) related to associated companies during the three months ended September 30, 2018 decreased by $14.6 million, reflecting decreased income related to Berkadia and increased losses at HomeFed. Income (loss) related to associated companies includes $28.4 million and $34.8 million attributable to Berkadia, $(7.8) million and $0.2 million attributable to HomeFed, and $(4.3) million and $(4.3) million attributable to our equity method investment in FXCM, for the three months ended September 30, 2018 and 2017 , respectively.


Our income (loss) from continuing operations before income taxes for the three months ended September 30, 2018 was relatively unchanged in comparison to the same period last year, primarily related to increased income from Leucadia Asset Management offset by the decreased income related to associated companies. Pre-tax income (losses) related to our Leucadia Asset Management investments totaled $3.7 million and $(9.1) million for the three months ended September 30, 2018 and 2017 , respectively. The increase in Leucadia Asset Management is primarily due to increased returns on our investments within Leucadia Asset Management. The third quarter of 2018 loss for HomeFed is primarily related to HomeFed's impairment of its Pacho leasehold.


Nine Months Ended September 30, 2018


Net revenues for the nine months ended September 30, 2018 , declined $56.0 million from the nine months ended September 30, 2017 . The year-over-year decrease in revenues primarily reflects lower principal transactions revenues related to Leucadia Asset Management investments.


Income (loss) related to associated companies during the nine months ended September 30, 2018 , excluding the $130.2 million impairment loss related to our equity investment in FXCM in the first quarter of 2017, increased by $15.8 million, reflecting strong results at Berkadia. Income (loss) related to associated companies includes $80.1 million and $68.0 million attributable to Berkadia, $(3.3) million and $9.9 million attributable to HomeFed, and $(19.3) million and $(166.4) million attributable to our equity method investment in FXCM, for the nine months ended September 30, 2018 and 2017 , respectively.



82



Our income (loss) from continuing operations before income taxes for the nine months ended September 30, 2018 increased by $59.0 million in comparison to the same period last year, primarily related to a $130.2 million impairment loss related to our equity investment in FXCM in the first quarter of 2017, which did not recur in 2018. In addition, 2018 was impacted by a net loss at Leucadia Asset Management and continued strong performance by Berkadia. Pre-tax income (losses) related to our Leucadia Asset Management investments totaled $(78.7) million and $13.2 million for the nine months ended September 30, 2018 and 2017 , respectively. The loss in 2018 is primarily due to two strategies impacted by exceptional volatility during the first quarter.


Merchant Banking


A summary of results for our merchant banking business is as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Net revenues

$

321,948


$

29,657


$

469,980


$

525,102


Expenses:





Compensation and benefits

9,493


10,656


29,577


32,981


Cost of sales

84,876


71,596


257,501


210,834


Interest expense

1,359


5,909


3,996


18,731


Depreciation and amortization

12,889


9,723


34,095


25,218


Selling, general and other expenses

21,716


23,865


56,201


47,333


Total expenses

130,333



121,749


381,370


335,097


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

191,615


(92,092

)

88,610


190,005


Income (loss) related to associated companies

2,365


(1,062

)

26,116


3,425


Income (loss) from continuing operations before income taxes

$

193,980



$

(93,154

)

$

114,726


$

193,430



Merchant banking includes our ownership of Spectrum Brands shares, which is accounted for at fair value and impacts our results through mark-to-market adjustments reflected in net revenues, and the consolidated results of Vitesse Energy Finance and JETX Energy (oil and gas) and Idaho Timber (manufacturing). It also includes our equity investments in National Beef (beef processing), Garcadia (automobile dealerships) through the date of sale, Linkem (fixed wireless broadband services in Italy) and Golden Queen (a gold and silver mining project). 


Three Months Ended September 30, 2018


Net revenues for the three months ended September 30, 2018 increased $292.3 million in comparison to the same period during 2017. The increase reflects the gain on sale of our equity interests in Garcadia and our associated real estate of $221.7 million, increased manufacturing revenues, increased revenues related to our oil and gas businesses, lower mark-to-market decreases of $49.3 million in the value of our Spectrum Brands position and increased income of $16.3 million from an investment in a fund. We classify Spectrum Brands as a trading asset for which the fair value option was elected and we reflect mark-to-market adjustments through Principal transactions revenues.


For the three months ended September 30, 2018 and 2017 , net revenues for manufacturing were $94.1 million and $82.0 million, respectively. Net revenues for manufacturing increased $12.1 million due to an increase in sales at Idaho Timber.


Net revenues for the three months ended September 30, 2018 and 2017 for our oil and gas businesses were $35.9 million and $12.0

million, respectively. As discussed further in Note 3 to our consolidated financial statements, Vitesse Energy Finance uses swaps and call and put options in order to reduce exposure to future oil price fluctuations. Net unrealized losses of $4.6 million and $1.6 million were recorded related to these derivatives during the three months ended September 30, 2018 and 2017 , respectively. JETX revenues during the three months ended September 30, 2018 and 2017 were impacted by $2.9 million and $3.3 million, respectively, of unrealized losses on a trading asset which is held at fair value.


For the three months ended September 30, 2018 and 2017 , total expenses for manufacturing were $88.5 million and $75.0 million, respectively. The increase in total expense for manufacturing primarily relates to an increase of $13.3 million in cost of sales as a


83



result of the increase in sales. Total expenses for our oil and gas businesses were $28.7 million and $26.4 million during the three months ended September 30, 2018 and 2017 , respectively.


Income (loss) related to associated companies primarily relates to our investments in National Beef (subsequent to June 5, 2018), Garcadia and Linkem. Income related to National Beef was $58.9 million for the three months ended September 30, 2018 . Income related to Garcadia was $0.7 million and $12.6 million for the three months ended September 30, 2018 and 2017 , respectively. Losses related to Linkem were $7.8 million and $9.5 million for the three months ended September 30, 2018 and 2017 , respectively. Income (loss) related to associated companies during the three months ended September 30, 2018 , also includes a $47.9 million impairment loss related to our equity investment in Golden Queen in the third quarter of 2018.


Income (loss) from continuing operations before income taxes for three months ended September 30, 2018 includes the gain on sale of our equity interests in Garcadia and our associated real estate of $221.7 million, $5.6 million of pre-tax income from manufacturing, $7.1 million of pre-tax income from the oil and gas businesses, $11.3 million of income from an investment in a managed fund and $2.4 million of income from associated companies offset partially by a $48.5 million mark-to-market decrease in the value of our investment in Spectrum Brands and a $6.4 million unrealized loss related to a trading asset which is held at fair value. Income (loss) from continuing operations before income taxes for the three months ended September 30, 2017 includes a $97.9 million mark-to-market decrease in the value of our investment in Spectrum Brands, pre-tax losses from the oil and gas businesses of $14.3 million and $1.1 million of losses related to associated companies, offset partially by $6.9 million of income from manufacturing.


Nine Months Ended September 30, 2018


Net revenues for the nine months ended September 30, 2018 , decreased $55.1 million in comparison to the same period during 2017. The decrease is due to a $228.4 million mark-to-market decrease in the value of our investment in Spectrum Brands during the nine months ended September 30, 2018 , in comparison to a mark-to-market increase of $2.3 million during the same period last year and the gain on the sale of Conwed of $178.2 million during 2017. This decrease was partially offset by the gain on sale of our equity interests in Garcadia and our associated real estate of $221.7 million, increased manufacturing revenues, increased revenues related to our oil and gas businesses, increased income of $27.4 million related to a trading asset which is held at fair value and increased income of $28.5 million from an investment in a fund. We classify Spectrum Brands as a trading asset for which the fair value option was elected and we reflect mark-to-market adjustments through Principal transactions revenues.


For the nine months ended September 30, 2018 and 2017 , net revenues for manufacturing were $307.2 million and $421.8 million (including the gain on the sale of Conwed of $178.2 million), respectively. In January 2017, we sold 100% of Conwed to Schweitzer-Mauduit International, Inc., (NYSE: SWM) for $295 million in cash plus potential earn-out payments in 2019, 2020 and 2021 totaling up to $40 million in cash to the extent the results of Conwed's subsidiary, Filtrexx International, exceed certain performance thresholds. Excluding the gain on the sale of Conwed, net revenues for manufacturing increased $63.7 million due primarily to an increase in sales at Idaho Timber.


Net revenues for the nine months ended September 30, 2018 and 2017 for our oil and gas businesses were $97.6 million and $26.8 million, respectively. As discussed further in Note 3 to our consolidated financial statements, Vitesse Energy Finance uses swaps and call and put options in order to reduce exposure to future oil price fluctuations. Net unrealized gains (losses) of $(18.7) million and $3.4 million were recorded related to these derivatives during the nine months ended September 30, 2018 and 2017 , respectively. JETX revenues during the nine months ended September 30, 2018 and 2017 were impacted by $16.6 million and $(22.0) million, respectively, of unrealized gains (losses) on a trading asset which is held at fair value.


For the nine months ended September 30, 2018 and 2017 , total expenses for manufacturing were $270.3 million and $222.3 million, respectively. The increase in total expense for manufacturing primarily relates to an increase of $46.7 million in cost of sales as a result of the increase in sales. Total expenses for our oil and gas businesses were $74.2 million and $53.7 million during the nine months ended September 30, 2018 and 2017 , respectively.


Income (loss) related to associated companies primarily relates to our investments in National Beef (subsequent to June 5, 2018), Garcadia and Linkem. Income related to National Beef was $83.3 million for the period from June 5, 2018 through September 30, 2018. Income related to Garcadia was $21.6 million and $38.5 million for the nine months ended September 30, 2018 and 2017 , respectively. Losses related to Linkem were $20.5 million and $26.6 million for the nine months ended September 30, 2018 and 2017 , respectively. Income (loss) related to associated companies during the nine months ended September 30, 2018 , also includes a $47.9 million impairment loss related to our equity investment in Golden Queen in the third quarter of 2018.

Income (loss) from continuing operations before income taxes for nine months ended September 30, 2018 includes the gain on sale of our equity interests in Garcadia and our associated real estate of $221.7 million, $36.9 million of pre-tax income from


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manufacturing, $23.5 million from the oil and gas businesses, $26.8 million of income related to a trading asset which is held at fair value, $23.5 million of income from an investment in a managed fund and $26.1 million of income related to associated companies, partially offset by a $228.4 million mark-to-market decrease in the value of our investment in Spectrum Brands. Income (loss) from continuing operations before income taxes for nine months ended September 30, 2017 includes $199.5 million from manufacturing, including the gain on the sale of Conwed of $178.2 million, $3.4 million of income related to associated companies and a $2.3 million mark-to-market increase in the value of our investment in Spectrum Brands, partially offset by pre-tax losses from the oil and gas production and development businesses of $26.9 million.


During the third quarter, we sold 100% of our equity interests in Garcadia and our associated real estate to our former partners, the Garff family for $417.2 million in cash. The pre-tax gain recognized as a result of this transaction, $221.7 million for the three and nine months ended September 30, 2018 , is classified as Other revenue.


Corporate


A summary of results of operations for corporate is as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Net revenues

$

8,692


$

1,915


$

14,753


$

4,257


Expenses:





Compensation and benefits

13,766


10,810


43,040


35,017


Depreciation and amortization

852


865


2,599


2,599


Selling, general and other expenses

8,637


6,551


24,822


23,457


 Total expenses

23,255


18,226


70,461


61,073


Loss from continuing operations before income taxes

$

(14,563

)

$

(16,311

)

$

(55,708

)

$

(56,816

)


For the three months ended September 30, 2018 and 2017 , corporate compensation and benefits includes incentive bonus expense of $4.3 million and $2.1 million, respectively, and share-based compensation expense of $5.6 million and $4.6 million, respectively.

For the nine months ended September 30, 2018 and 2017 , corporate compensation and benefits includes incentive bonus expense of $12.9 million and $8.4 million, respectively, and share-based compensation expense of $17.7 million and $13.5 million, respectively.


Parent Company Interest


Parent company interest expense totaled $14.8 million and $14.7 million for the three months ended September 30, 2018 and 2017 , respectively, and $44.3 million and $44.2 million for the nine months ended September 30, 2018 and 2017 , respectively.


Income Taxes


For the three and nine months ended September 30, 2018 , our provision (benefit) for income taxes from continuing operations were $90.4 million and $51.6 million, respectively, representing an effective tax rate of 33.1% and 14.8%, respectively. Our provision for income taxes for the nine months ended September 30, 2018 was reduced by a $43.9 million benefit resulting from a reversal of our valuation allowance with respect to certain federal and state net operating loss carryforwards ("NOLs") which we now believe are more likely than not to be utilized before they expire. This benefit reduced our effective tax rate for the nine months ended September 30, 2018 by approximately 12.6%.


For the three and nine months ended September 30, 2017 , our provisions for income taxes from continuing operations were $9.8 million and $127.2 million, respectively, representing an effective tax rate of 38.2% and 30.8%, respectively. Our provision for income taxes for the nine months ended September 30, 2017 was reduced by a $31.9 million benefit resulting from the repatriation of Jefferies Group's earnings from certain of its foreign subsidiaries, along with their associated foreign tax credits. This benefit reduced our effective tax rate for the nine months ended September 30, 2017 by approximately 7.7%.


Discontinued Operations


On June 5, 2018, we sold 48% of National Beef to Marfrig for $907.7 million in cash, reducing our ownership in National Beef to 31%. The sale of National Beef meets the GAAP criteria to be classified as a discontinued operation as the sale represents a strategic shift in our operations and financial results. As such, we classified the results of National Beef prior to June 5, 2018 as


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a discontinued operation and it is reported in Income from discontinued operations, net of income tax provision in the Consolidated Statements of Operations. In addition, we recognized a pre-tax gain as a result of the transaction of $873.5 million ($643.9 million after-tax) for the nine months ended September 30, 2018, which has been recognized as Gain on disposal of discontinued operations, net of income tax provision in our Consolidated Statements of Operations.


A summary of results of discontinued operations for National Beef is as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2018 (1)

2017

Net revenues

$

2,039,299


$

3,142,071


$

5,476,274


Expenses:




Compensation and benefits

10,505


17,414


29,649


Cost of sales

1,816,480


2,884,983


5,030,887


Interest expense

1,713


4,316


5,781


Depreciation and amortization

26,664


43,959


73,522


Selling, general and other expenses

9,458


14,291


26,428


Total expenses

1,864,820


2,964,963


5,166,267


Income from discontinued operations before income taxes

174,479


177,108


310,007


Income tax provision

53,490


47,045


90,856


Income from discontinued operations, net of income tax provision

$

120,989


$

130,063


$

219,151



(1) Discontinued operations for the nine months ended September 30, 2018 include National Beef results through the June 5, 2018 transaction with Marfrig.


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. 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. Throughout 2018, demand for beef and cattle supply remained strong, supporting favorable margin conditions.


Selected Balance Sheet Data


In addition to preparing our Consolidated Statements of Financial Condition in accordance with accounting principles generally accepted in the United States of America ("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 Jefferies Financial Group Inc. shareholders' equity less Intangible assets, net and goodwill. As a result of the announced transactions and our current operating strategy, we have made changes to the corporate segment to reflect the way we currently manage our business, and have reclassified the December 31, 2017 balances to conform to current year presentation.



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

September 30, 2018

Financial Services

Jefferies Group

Other Financial Services

Merchant Banking

Corporate

Inter-company Eliminations

Total

Assets

Cash and cash equivalents

$

4,770,564


$

16,698


$

33,900


$

74,626


$

-


$

4,895,788


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

913,456


-


-


-


-


913,456


Financial instruments owned

15,195,619


1,464,655


1,048,971


1,868,420


-


19,577,665


Loans to and investments in associated companies

758,807


728,256


963,838


-


-


2,450,901


Securities borrowed

7,369,908


-


-


-


-


7,369,908


Securities purchased under agreements to resell

3,659,059


-


-


-


-


3,659,059


Receivables

4,759,784


1,009,516


94,314


1,201


-


5,864,815


Property, equipment and leasehold improvements, net

298,982


930


30,420


16,564


-


346,896


Intangible assets, net and goodwill

1,884,990


1,271


8,637


-


-