Revenues from Contracts with Customers

6 Months Ended

May 31, 2019

Revenue from Contract with Customer [Abstract]

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				For the Six Months Ended
	May 31, 2019		June 30, 2018		May 31, 2019		June 30, 2018
Revenues from contracts with customers:
Commissions and other fees	$	159,685	$	157,704	$	306,819	$	305,606
Investment banking	430,087		500,297		715,683		940,288
Manufacturing revenues	90,237		114,735		165,662		213,100
Other	70,197		61,817		132,029		103,975
Total revenue from contracts with customers	750,206		834,553		1,320,193		1,562,969

Other sources of revenue:
Principal transactions	240,189		53,755		486,371		199,418
Interest income	445,967		327,314		832,811		602,536
Other	74,009		28,204		66,008		40,014
Total revenue from other sources	760,165		409,273		1,385,190		841,968

Total revenues	$	1,510,371	$	1,243,826	$	2,705,383	$	2,404,937

Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (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 revenues 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. Commission 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 the uncertainties with respect to the amounts are resolved.

Investment Banking. 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.

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 earns 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 or semi-annual. Accordingly, performance fee revenue will generally be recognized only at the end of the performance period to the extent that the benchmark return has been met.

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.

Disaggregation of Revenue

The following presents our revenues from contracts with customers disaggregated by major business activity and primary geographic regions (in thousands):



	Reportable Segments
Major Business Activity:	Jefferies Group		Merchant Banking		Corporate		Consolidation Adjustments			Total

Three months ended May 31, 2019
Jefferies Group:
Equities (1)	$	164,361	$	—	$	—	$	(88	)	$	164,273
Fixed Income (1)	3,529		—		—		—			3,529
Investment Banking - Capital markets	251,533		—		—		—			251,533
Investment Banking - Advisory	178,554		—		—		—			178,554
Asset Management	4,550		—		—		—			4,550
Manufacturing revenues	—		90,237		—		—			90,237
Oil and gas revenues	—		47,652		—		—			47,652
Other revenues	—		9,878		—		—			9,878
Total revenues from contracts with customers	$	602,527	$	147,767	$	—	$	(88	)	$	750,206

Primary Geographic Region:
Americas	$	491,366	$	147,505	$	—	$	(88	)	$	638,783
Europe, Middle East and Africa	92,560		223		—		—			92,783
Asia	18,601		39		—		—			18,640
Total revenues from contracts with customers	$	602,527	$	147,767	$	—	$	(88	)	$	750,206

Three months ended June 30, 2018
Jefferies Group:
Equities (1)	$	160,360	$	—	$	—	$	(400	)	$	159,960
Fixed Income (1)	4,546		—		—		—			4,546
Investment Banking - Capital markets	283,315		—		—		—			283,315
Investment Banking - Advisory	216,982		—		—		—			216,982
Asset Management	6,016		—		—		—			6,016
Manufacturing revenues	—		114,735		—		—			114,735
Oil and gas revenues	—		39,905		—		—			39,905
Other revenues	—		9,094		—		—			9,094
Total revenues from contracts with customers	$	671,219	$	163,734	$	—	$	(400	)	$	834,553

Primary Geographic Region:
Americas	$	572,376	$	163,454	$	—	$	(400	)	$	735,430
Europe, Middle East and Africa	78,861		207		—		—			79,068
Asia	19,982		73		—		—			20,055
Total revenues from contracts with customers	$	671,219	$	163,734	$	—	$	(400	)	$	834,553


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



	Reportable Segments
Major Business Activity:	Jefferies Group		Merchant Banking		Corporate		Consolidation Adjustments			Total

Six months ended May 31, 2019
Jefferies Group:
Equities (1)	$	316,422	$	—	$	—	$	(280	)	$	316,142
Fixed Income (1)	6,597		—		—		—			6,597
Investment Banking - Capital markets	356,647		—		—		—			356,647
Investment Banking - Advisory	359,036		—		—		—			359,036
Asset Management	11,219		—		—		—			11,219
Manufacturing revenues	—		165,662		—		—			165,662
Oil and gas revenues	—		84,017		—		—			84,017
Other revenues	—		20,873		—		—			20,873
Total revenues from contracts with customers	$	1,049,921	$	270,552	$	—	$	(280	)	$	1,320,193

Primary Geographic Region:
Americas	$	818,123	$	270,032	$	—	$	(280	)	$	1,087,875
Europe, Middle East and Africa	196,053		457		—		—			196,510
Asia	35,745		63		—		—			35,808
Total revenues from contracts with customers	$	1,049,921	$	270,552	$	—	$	(280	)	$	1,320,193

Six months ended June 30, 2018
Jefferies Group:
Equities (1)	$	311,990	$	—	$	—	$	(400	)	$	311,590
Fixed Income (1)	7,504		—		—		—			7,504
Investment Banking - Capital markets	532,149		—		—		—			532,149
Investment Banking - Advisory	408,139		—		—		—			408,139
Asset Management	10,946		—		—		—			10,946
Manufacturing revenues	—		213,100		—		—			213,100
Oil and gas revenues	—		60,235		—		—			60,235
Other revenues	—		19,306		—		—			19,306
Total revenues from contracts with customers	$	1,270,728	$	292,641	$	—	$	(400	)	$	1,562,969

Primary Geographic Region:
Americas	$	1,093,230	$	292,031	$	—	$	(400	)	$	1,384,861
Europe, Middle East and Africa	140,189		462		—		—			140,651
Asia	37,309		148		—		—			37,457
Total revenues from contracts with customers	$	1,270,728	$	292,641	$	—	$	(400	)	$	1,562,969


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

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 May 31, 2019. 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 May 31, 2019.

Jefferies Group recognized $15.3 million and $15.0 million during the three months ended May 31, 2019 and June 30, 2018, respectively, and $23.0 million and $17.1 million during the six months ended May 31, 2019 and June 30, 2018, respectively, of revenue related to performance obligations satisfied (or partially satisfied) in previous periods, mainly due to resolving uncertainties in variable consideration that was constrained in prior periods. In addition, Jefferies Group recognized $4.8 million and $4.3 million during the three months ended May 31, 2019 and June 30, 2018, respectively, and $9.8 million and $8.9 million during the six months ended May 31, 2019 and June 30, 2018, respectively, of revenues primarily associated with distribution services, 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.

We had receivables related to revenues from contracts with customers of $289.9 million and $250.6 million at May 31, 2019 and November 30, 2018, respectively. We had no significant impairments related to these receivables during the three and six months ended May 31, 2019 and June 30, 2018.

Jefferies Group's deferred revenue primarily relates to retainer and milestone fees received in investment banking advisory engagements where the performance obligation has not yet been satisfied. Our deferred revenue, which primarily relates to Jefferies Group, was $21.0 million and $14.2 million at May 31, 2019 and November 30, 2018, respectively, which are recorded as Payables, expense accruals and other liabilities in the Consolidated Statements of Financial Condition. During the three months ended May 31, 2019, we recognized $1.8 million of deferred revenue from the balance at February 28, 2019. During the three months ended June 30, 2018, we recognized $9.6 million of deferred revenue from the balance at March 31, 2018. During the six months ended May 31, 2019, we recognized $9.4 million of deferred revenue from the balance at November 30, 2018. During the six months ended June 30, 2018, we recognized $14.5 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 May 31, 2019 and November 30, 2018, Jefferies Group's capitalized costs to fulfill a contract were $3.7 million and $4.7 million, respectively, which are recorded in Receivables in the Consolidated Statements of Financial Condition. Jefferies Group recognized expenses of $1.8 million and $1.2 million during the three months ended May 31, 2019 and June 30, 2018, respectively, and $3.4 million and $1.3 million, during the six months ended May 31, 2019 and June 30, 2018, respectively, 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 six months ended May 31, 2019 and June 30, 2018. At May 31, 2019 and November 30, 2018, capitalized costs related to our other subsidiaries were not material.