Jefferies Investor Meeting Presentation 2014
Transcription
Jefferies Investor Meeting Presentation 2014
Jefferies Group 2014 Investor Day October 9, 2014 Jefferies LLC Member SIPC Note on Forward Looking Statements This document contains “forward looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements include statements about our future and statements that are not historical facts. These forward looking statements are usually preceded by the words “should,” “expect,” “intend,” “may,” “will,” or similar expressions. Forward looking statements may contain expectations regarding revenues, earnings, operations, and other results, and may include statements of future performance, plans, and objectives. Forward looking statements also include statements pertaining to our strategies for future development of our business and products. Forward looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors, including our Risk Factors, that could cause actual results to differ, perhaps materially, from those in our forward looking statements is contained in reports we file with the SEC. You should read and interpret any forward looking statement together with reports we file with the SEC. i Agenda Section Jefferies Overview 1 Jefferies Operating Results 2 Jefferies Business Review 3 Investment Banking Equities Fixed Income, Futures & Commodities Risk Management 4 Capital and Liquidity Management 5 1 Jefferies Overview 2 Leucadia – Jefferies Merger Leucadia – Jefferies merger closed on March 1, 2013 Jefferies continues to operate in a manner consistent with its historical business model and remains a client-focused, conservatively capitalized and full-service global investment banking firm Leucadia continues to pursue compelling value opportunities, consistent with its track record established over more than three decades as one of the world’s leading long-term investors ─ Investment criteria are consistent with the disciplined approach to risk that Leucadia has publicly affirmed 3 Leucadia Overview Leucadia National Corporation Parent Capital – $11.5 Billion (1) Financial Services $6.2 Billion Jefferies (100%) $5.5 Billion Merchant Banking $2.4 Billion Corporate / Liquidity $2.9 Billion Berkadia (50%) $203 Million National Beef (79%) $775 Million Foursight (90%) and Chrome (53%) $49 Million Harbinger (20%) $528 Million Parent Company Cash & Investments $1.6 Billion (1, 5, 8, 9, 10) Leucadia Asset Mgmt $479 Million Jefferies Finance (50%) $343 Million Topwater Capital $93 Million Jefferies LoanCore (49%) $158 Million Structured Alpha $84 Million (3) KCG Holdings (19%) $269 Million Mazama Capital $255 Million Common Equity – $10.4 Billion (2) Preferred Equity – $0.125 Billion Parent Debt – $1.0 Billion (1) Vitesse Energy (96%) (5) $239 Million HomeFed (64%) $227 Million (6) Linkem (53%) $162 Million Global Equity Events $26 Million Garcadia (~75%) (7) $141 Million CoreCommodity $22 Million Juneau Energy (98%) (8) $104 Million Conwed (100%) $77 Million Folger Hill (4) Idaho Timber (100%) $72 Million Golden Queen (34%) (9) $71 Million Oregon LNG See page 57 and 58 for footnotes and additional disclosures. 4 Deferred Tax Asset $1.3 Billion (11) Jefferies Group Full-Service Capital Markets Platform: expertise and depth across equities, fixed income, commodities and investment banking Client-Focused: providing investor and issuer clients with the highest quality advice and execution Global Footprint: sales & trading and investment banking presence across the United States, Europe and Asia Strong, Stable Foundation: robust long-term capital base, comparatively low leverage and free from dependence upon government support Positioned to Seize Market Share: having broadened our product offering and hired additional key talent during the downturn, Jefferies is positioned to continue to grow rapidly 5 Global Full-Service Capabilities Investment Banking Consumer Energy Equities Equity Capital Markets Fixed Income, Futures & Commodities Cash Equities Electronic Trading Leveraged Credit Investment Grade Listed Futures Emerging Markets MBS / ABS / CMBS Base Metals Financials Healthcare Debt Capital Markets Derivatives Prime Brokerage / Securities Finance Industrials TMT M&A ETFs Convertibles Rates Municipals Precious Metals REGAL Financial Sponsors Restructuring Wealth Management Research ETFs Research Foreign Exchange Public Finance 6 Global Footprint Over 3,800 employees in over 30 cities worldwide London (European Headquarters) (1) New York (Global Headquarters) Hong Kong (Asian Headquarters) (1) (1) (1) (1) (1) Jefferies distributes on a co-branded basis research issued by third-parties headquartered in the identified locations. 7 Revenue and Earnings Growth Post-Financial Crisis ($ Millions) Net Revenues $4,000 (1) Predecessor Successor Pre-Financial Crisis $3,000 $2,000 2,192 3,062 2,577 3,040 3,416 1,458 $1,000 $0 Net Earnings to Common Shareholders $400 $300 $200 (1) Pre-Financial Crisis 206 Predecessor Successor 367 224 285 282 274 $100 $0 Note: All results as reported in Jefferies’ public filings. (1) Excludes predecessor first quarter ending 2/28/13. Net Revenue and Net Earnings to Common Shareholders for the excluded quarter total $819 million and $80 million, respectively. 8 Revenue and Earnings Growth Since 1990 ($ Millions) Net Revenues $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $0 Predecessor Successor (1) 3,416 2,192 1,205 144 Net Earnings to Common Shareholders $400 $200 $0 ($200) ($400) ($600) 7 617 365 29 Predecessor Successor (1) 55 157 224 Note: All results as reported in Jefferies’ public filings. (1) Excludes predecessor first quarter ending 2/28/13. Net Revenue and Net Earnings to Common Shareholders for the excluded quarter total $819 million and $80 million, respectively. (2) Includes post-tax losses of $427 million related to the modification of the terms of Jefferies’ employee stock awards in Q4 2008, such that previously granted awards were written off and current year employee stock compensation awards were expensed in the year in which service was provided, and costs associated with the restructuring activities in the fourth quarter of 2008. 9 367 Consistent Tangible Common Equity Growth ($ Millions) Jefferies has significantly and consistently grown tangible common equity Jefferies’ proactive equity capital raises helped the firm navigate the global financial crisis and capitalize on growth opportunities Tangible Common Equity (1) Predecessor Successor $4,000 $500 mm Equity Issuance $3,500 $3,000 $2,500 $3,593 $434 mm Equity Issuance $2,000 $1,500 $1,386 $1,000 (2) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 14 Source: Jefferies. (1) Tangible member's / common stockholders’ equity (a non-GAAP financial measure) represents total member's / common stockholders’ equity less goodwill and identifiable intangible assets. (2) Decrease primarily due to significant stock buyback in Q1 2013. 10 Jefferies’ Momentum and Ongoing Opportunity Record revenues and earnings for the first nine months of the fiscal year demonstrate the strength of Jefferies' operating model: ─ Significant growth across Investment Banking reflects the quality and increasing momentum of Jefferies’ full service global platform ─ Ongoing growth and expansion of Jefferies Finance corporate lending platform ─ Solid growth in Equities revenues and market share ─ Durable Fixed Income, Futures and Commodities effort, despite less volatile markets Jefferies’ position as the only pure global investment banking and capital markets firm headquartered in the U.S. creates a unique ongoing growth opportunity Continued emphasis on margin expansion and earnings growth through investment banking hiring, cross-product client penetration and increased employee productivity Jefferies continues to prudently manage risk, maintaining a disciplined approach to leverage, funding and asset quality 11 Jefferies Operating Results 12 Earnings Update – Third Quarter 2014 ($ Millions) Third quarter ending August 31, 2014 performance: Nine months ending August 31, 2014 performance: Net Revenues: $843 million Net Revenues: $2,465 million Pre-Tax Earnings: $136 million Pre-Tax Earnings: $417 million Net Earnings: $84 million Net Earnings: $257 million Revenues by Source: Revenues by Source: Investment Banking: Advisory $199 Investment Banking: Advisory $446 Equities $172 Equities $538 Fixed Income $195 Investment Banking: Capital Markets $269 Asset Mgmt. and Other $8 Investment Banking: Capital Markets $767 13 Fixed Income $699 Asset Mgmt. and Other $15 Earnings Update – LTM Ending Q3 2014 ($ Millions) Last twelve months ending August 31, 2014 performance: Net Revenues: $3,416 million Pre-Tax Earnings: $593 million Net Earnings: $367 million Revenues by Source: Investment Banking: Advisory $583 Equities $828 Investment Banking: Capital Markets $1,048 Fixed Income $926 Asset Mgmt. and Other $32 14 Balance Sheet ($ Millions) Jefferies Group LLC Balance Sheet as of 08/31/14 Assets Cash & Cash Equivalents Cash & Securities Segregated Financial Instruments Owned Investments in Managed Funds Loans to and Investments in Related Parties Securities Borrowed Securities Purchased Under Agreements to Resell Securities Received as Collateral Receivables from Brokers, Dealers and Clearing Organizations Receivables from Customers Fees, Interest and Other Receivables Premises and Equipment Goodwill Other Assets Total Assets Leverage: (1) Leverage (excluding merger impacts): Tangible Gross Leverage: (3) Liabilities and Equity $ 4,035 Short-term Borrowing 3,301 Financial Instruments Sold, Not Yet Purchased 18,420 Securities Loaned 78 Securities Sold Under Agreements to Repurchase 632 Other Secured Financings 6,270 Obligation to Return Securities Received as Collateral 4,571 Payables to Brokers, Dealers and Clearing Organizations 8 Payables to Customers 2,413 Accrued Expenses and Other Liabilities 1,660 Long-term Debt 258 Total Liabilities 242 1,724 Member's Equity 1,152 Noncontrolling Interests Total Equity $44,764 Total Liabilities and Equity (2) $ 92 9,723 2,469 10,532 617 8 1,919 5,943 1,232 6,626 $39,162 5,571 31 $ 5,602 $44,764 8.0x 10.1x 11.9x (1) Leverage ratio equals total assets divided by total equity. (2) Leverage ratio (excluding merger impacts) (a non-GAAP financial measure) equals total assets less the increase in goodwill and asset fair values in acquisition accounting of $1,957 million less amortization to date of $42 million on assets recognized at fair value in acquisition accounting divided by the sum of total equity less $1,359 million, being the increase in equity arising from merger consideration of $1,426 million excluding the $125 million attributable to the assumption of Jefferies’ preferred stock by Leucadia, and less the impact on equity due to amortization to date of $58 million on assets and liabilities recognized at fair value in acquisition accounting. (3) Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets less goodwill and identifiable intangible assets divided by tangible member’s equity. Tangible member's equity (a non-GAAP financial measure) represents total member's equity less goodwill and identifiable intangible assets. 15 Compensation Overview Jefferies has taken advantage of the challenges faced by our competitors by upgrading talent across our firm Our new professionals have been a key driver of growth Lag between hiring senior employees and their achieving run-rate revenue production has impacted Jefferies’ compensation ratio ─ This lag is particularly pronounced with senior investment bankers, who have comprised a meaningful portion of Jefferies’ senior hiring since 2010 Although Jefferies has successfully remained within our stated upper-bound 60% compensation ratio, we expect the ratio to decline over time as our hires reach their targeted productivity, overall net revenue grows and start-up amortization declines 16 Jefferies Business Review 17 Investment Banking 18 Investment Banking Revenues Since 1990 ($ Millions) Net Revenues Predecessor Successor (1) $1,750 1,630 $1,500 $1,250 $1,000 890 $750 495 $500 $250 $0 9 72 91 Note: All results as reported in Jefferies’ public filings. (1) Excludes predecessor first quarter ending 2/28/13. Investment Banking Net Revenues for the excluded quarter totaled $288 million. 19 Investment Banking Overview Jefferies Investment Banking is a leading advisor and underwriter to our clients globally ─ 741 investment bankers with deep sector expertise and extensive experience across all major industry verticals ─ On the ground presence in eleven countries across the world 25% of our transactions in the last twelve months have been for clients domiciled outside of the United States (1) ─ 540 advisory or bookrun transactions executed in the last twelve months (1) Well balanced mix across advisory, debt capital markets and equity capital markets ─ 62% of our transactions in the last twelve months were on behalf of repeat clients (1) Investment Banking & Capital Markets Product Capabilities Sector Focus Consumer Consumer Products, Restaurants, Retailing Financials Banks, Broker / Dealers, Insurance, Specialty Finance Industrials Aerospace & Defense, Business Services, Capital Goods, Chemicals, Construction & Building Materials, Maritime, Metals & Mining, Paper & Packaging, Power & Utilities, Transportation & Logistics REGAL Real Estate, Gaming, Leisure & Lodging Energy Healthcare TMT Regions Equity Capital Markets Americas United States, Canada, Brazil Biotechnology, Healthcare Services, Managed Care, Medical Devices, Pharmaceuticals Debt Capital Markets Europe U.K., Germany, France, Sweden, Russia Software, Internet, Semiconductors, Wireless & Wireline, Financial Technology, Technology Services, Entertainment, Broadcasting, Information Services & Publishing, Communications Equipment, Telecom Infrastructure Mergers & Acquisitions Asia China, India, Singapore Oil & Gas Exploration, Oil & Gas Midstream, Oil Field Services Public Finance (1) Excludes public finance, mortgage and asset-backed capital markets transactions. Restructuring 20 Investment Banking – Performance Update ($ Millions) Net revenues have grown at a compounded rate of 15% per year since 2010 ─ Recent performance strong across all major products, sectors and regions ─ Well balanced mix across advisory, debt capital markets and equity capital markets Increased revenue per Managing Director in each of the last 5 years ─ Significant increase in the last twelve months Investment Banking Net Revenues (1) Predecessor Successor Equity Capital Markets $2,000 $1,500 Debt Capital Markets Advisory 1,428 1,126 1,123 $1,000 890 $500 $0 Note: All results as reported in Jefferies’ public filings. (1) Excludes predecessor first quarter ending 2/28/13. Investment Banking Net Revenues for the excluded quarter totaled $288 million. 21 1,630 Jefferies Finance Update ($ Millions) Jefferies Finance, our corporate lending joint venture with Massachusetts Mutual Life Insurance Company, has grown rapidly since 2010 ─ Established in 2004, Jefferies Finance has demonstrated growth and resilience across multiple business cycles Jefferies Finance has successfully built a leading franchise arranging leveraged loans for distribution to the capital markets ─ Significant growth in arranged loans, with modest balance sheet expansion Significant opportunities for expansion in core business and in complementary products Total Arranged Deal Volume by Fiscal Year 138 Arranged Volume 120 118 # of Deals 100 64 80 69 $21,136 $24,951 40 $3,816 FY 2010 140 $7,689 60 40 $11,638 20 0 FY 2011 FY 2012 22 FY 2013 LTM 8/31/14 Selected Milestones in 2014 Increased the average size of both our bookrun leveraged finance and equity transactions for the third consecutive year, now at approximately $474 million and $218 million, respectively Continued to increase the number of both bookrun leveraged finance and equity transactions over $500 million in value ─ 15 equity offerings greater than $500 million in 2014 including 5 offerings executed in Europe Number of Deals Jefferies Bookrun Leveraged Finance Transactions over $500 million 67 75 50 25 34 11 6 2010 2011 50 0 2012 2013 Number of Deals Jefferies Bookrun Equity Offerings over $500 million 15 12 9 6 3 0 LTM 9/30/14 15 8 2 2010 4 4 2011 2012 23 2013 LTM 9/30/14 Selected Milestones in 2014 (Continued) Our track record in winning M&A transactions exceeding $1 billion continued, with 19 transactions completed in the last twelve months, including marquis transactions for Deutsche Telekom and Kinder Morgan Number of Deals Jefferies Completed M&A Transactions over $1 billion 25 20 15 10 5 0 8 2010 14 2011 19 21 19 2012 2013 LTM 9/30/14 The strength of our M&A sell-side franchise continued, with a greater percentage of our total M&A revenue derived from sell-side transactions than any major investment bank We made significant progress in penetrating the top tier of financial sponsors. In 2014, we won or executed important “first-time” mandates with 10 of the largest 20 global sponsors Since acquiring Hoare Govett in February 2012, we have added 21 U.K. corporate broking clients (12 in 2014), including 15 clients with market caps greater than $1.5 billion. The Hoare Govett franchise has been important to our winning and executing over 80 European bookrun equity offerings since the acquisition In the last 12 months, we have completed 15 bookrun equity offerings for China clients, including 3 of the largest IPO’s in China (Huishan Dairy, Cinda Asset Management and JD.com) 24 Select Jefferies Investment Banking Clients Deutsche Telekom Enterprise Value: $240bn Enterprise Value: $70bn Enterprise Value: $115bn Enterprise Value: $190bn Enterprise Value: $235bn Total Liabilities : $30bn Enterprise Value: $130bn Description: Description: 3rd largest energy company in North America Description: Description: Description: Description: Description: One of the world's largest mobile communications companies Largest pharmaceutical company in the world 2nd largest integrated energy companies in the United States Operator of one of the top 5 airlines in the world One of the world’s leading telecom and information technology service companies Recent Transactions: Recent Transactions: 05/12 Sole advisor on sale of Vodacom's Gateway Carrier Services division to PCCW Global Ltd. Recent Transactions: 01/13 Joint bookrunner on $2.6bn initial public offering of Zoetis Recent Transactions: Recent Transactions: 09/14 Sole advisor on $295mm 12/13 Financial advisor to sale of Chevron Association of Petrochemical Pipeline to Professional Flight Boardwalk Pipeline Partners Attendants on $29.6bn restructuring 09/14 Sole advisor on $235mm sale of Gulf Coast Natural Gas Pipeline Systems to EnLink Midstream Recent Transactions: 11/13 Joint advisor on $2.7bn sale of 70% Stake in Scout24 to Hellman & Friedman LLC 3rd Largest pharmaceutical company in the world Recent Transactions: 05/12 Sole advisor on $1.5bn acquisition of Fougera Pharmaceuticals 08/14 Sole financial advisor to Kinder Morgan Energy Partners, L.P. and Kinder Morgan Management, LLC in their $60bn sale to Kinder Morgan, Inc. 10/12 Sole advisor on $700mm acquisition of NextWave Pharmaceuticals Enterprise Value: $20bn Description: Enterprise Value: $30bn Description: Enterprise Value: $35bn Description: Enterprise Value: $15bn Description: Enterprise Value: $35bn Description: Enterprise Value: $180bn Description: Enterprise Value: $285bn Description: Largest independent animal health company Largest online direct sales company in China Leading global independent copper producer Largest pharmaceutical company in Japan 4th largest Super Major oil company in the world Largest healthcare company in the world Recent Transactions: 01/13 Joint bookrunner on $2.6bn initial public offering Recent Transactions: 05/14 Joint bookrunner on $2.0bn initial public offering 12th largest REIT in the world and 6th largest in the United States Recent Transactions: 06/14 Joint bookrunner on $1.2bn senior unsecured notes offering Recent Transactions: 12/12 Joint advisor on $5.1bn acquisition of Inmet Mining Corporation Recent Transactions: 10/13 Sole placement agent on $245mm sale of NPS Pharmaceuticals, Inc. common stock Recent Transactions: 09/13 Sole advisor in the $473mm sale of E&P assets in Trinidad to The National Gas Company of Trinidad &Tobago Recent Transactions: 06/13 Sole placement agent on $311mm sale of Elan Corp, plc common stock Enterprise Value: $160bn Description: Enterprise Value: $30bn Description: Enterprise Value: $10bn Description: 7th largest REIT in the United States One of the largest bottlers and vendors of The Coca-Cola Company’s products in the world 10/12 Joint bookrunner on $350mm senior unsecured notes offering Enterprise Value: $20bn Description: Enterprise Value: $60bn Description: Enterprise Value: $85bn Description: Market Cap.: $25bn Description: Largest paints and coatings company in the world One of the world’s largest independent oil and natural gas companies One of the largest pharmaceutical One of the largest financial companies in the world services holding companies in the US 5th largest Super Major oil company in the world Recent Transactions: 07/14 Sole financial advisor on $208mm sale of paper chemicals business to Kemira Oyj Recent Transactions: 02/14 Sole advisor on $1.1bn sale of China assets to Brightoil Petroleum Holdings Ltd. Recent Transactions: 02/13 Sole advisor on $482mm sale of Latin American OTC business to Reckitt Benckiser Group plc Recent Transactions: Recent Transactions: 12/12 Sole advisor on $288mm 12/12 Joint bookrunner on sale of interest in the Sean $225mm senior unsecured notes offering field to SSE plc Recent Transactions: 11/12 Joint bookrunner on $500mm senior unsecured notes offering 11/12 Sole advisor on $1.1bn (plus $250mm contingent payments) Central North Sea assets to TAQA 03/11 Joint advisor on $1.6bn Maverick Basin Joint Venture with Korea National Oil Corp. 25 10/10 Joint advisor on $3.1bn acquisition of Real Estate Assets from Atria Senior Living Group Recent Transactions: 10/12 Sole advisor on $9.8bn voluntary share exchange offer with Coca-Cola HBC AG Top 20 Reported Investment Banking Revenues Since 2010, our revenue growth has significantly exceeded the composite revenue growth of our nine largest competitors IB Revenue for Top 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 LTM Rev. ($mm) 6,444 6,398 6,208 4,922 4,478 3,867 3,812 3,810 2,791 1,820 1,673 1,632 1,555 1,265 1,105 952 844 831 798 762 Goldman Sachs JP Morgan Bank of America Morgan Stanley Citi Barclays Deutsche Bank Credit Suisse UBS Jefferies (1) Wells Fargo RBC HSBC BNP Paribas Lazard RBS Nomura Mizuho BMO Capital Markets Macquarie Total Assets ($bn) 860 2,520 2,171 835 1,910 2,239 2,272 1,000 1,102 45 1,599 840 2,754 2,602 3 1,722 433 1,794 540 145 Note: LTM Revenue, Total Assets and Exchange Rates for Competitors as of 6/30/14, except RBC through 7/31/14 and Macquarie through 3/31/14. (1) Jefferies reported investment banking revenue plus $190 million Jefferies Finance fee income for LTM 8/31/14. Source: Earnings reports. Where IB revenue is not broken out, Dealogic is used. 26 Our Business Today Compared to Other Former Major Independent Investment Banking Firms ($ Millions) Investment Banking Net Revenues (1) $2,118 $1,820 $1,824 LTM 8/31/14 LTM 12/31/00 $1,257 $862 LTM 6/30/97 LTM 2/29/08 (2) (1) With the exception of Jefferies, represents investment banking revenues for last twelve month period as an independent firm. (2) Jefferies reported investment banking revenue plus $190 million Jefferies Finance fee income for LTM 8/31/14. Source: Public Company Filings. 27 LTM 12/31/97 Investment Banking – Growth Initiatives Continue to increase productivity ─ Further increases in revenue per Managing Director expected as senior hires from 2011 through 2013 reach targeted productivity levels and as recent hires begin to gain traction ─ Continued increases in transaction size will help to drive overall productivity Increase U.S. market share across entire platform ─ Significant ─ Recent entry into several new subsectors Capitalize on footprint, full-service capabilities and momentum in Europe and Asia ─ 192 investment bankers in Europe and Asia ─ Expand business in Continental Europe and capitalize on our momentum in China Financial Sponsor Coverage ─ Mid-Cap Sponsors Expand the number of existing mid-cap sponsor clients with whom we do M&A sell-side business Broaden our overall coverage universe of mid-cap sponsors ─ Large-Cap growth opportunities across all major sector verticals and products Sponsors Expand market share with top 25 financial sponsors in both ECM and Leveraged Finance Continue to drive growth of Jefferies Finance corporate lending platform ─ Opportunities for growth in targeted corporate lending areas (middle-market, asset based, Europe, distressed) as well as incremental opportunities in core U.S. acquisition finance practice 28 Equities 29 Equities Overview Jefferies is a leading global institutional equities franchise ─ Sales and trading across North America, EMEA and Asia Pacific, with major trading hubs in New York, London and Hong Kong ─ 255 research professionals covering over 1,800 companies ─ Leading client-offerings across cash equities, electronic trading, equity derivatives, convertible bonds, ETFs, prime brokerage, securities finance and equity capital markets Core U.S. equity sales & trading business pioneered block trading more than 50 years ago Focused on providing best-in-class ideas, execution and service to our clients Global Equities Americas EMEA Asia Pacific Cash Equities Equity Derivatives Cash Equities Equity Derivatives Cash Equities Electronic Trading Electronic Trading Convertibles Electronic Trading Convertibles Research Convertibles Research Capital Markets Research Investment Companies Securities Finance Capital Markets Securities Finance Capital Markets Prime Services 30 Equities – Market Update Market Environment (1) Global equity turnover is up 4% YTD 2014, however, down 38% from its peak in 2008 ─ Global turnover breakdown: Americas 52%, Asia 24% and Europe 24% Jefferies Change in Market Share (2) vs. Market Turnover (1) Jefferies’ Market Share Growth (% ∆) YTD Market Turnover (% ∆) Global Americas 20% 10% 8% 12% Asia 40% 20% 20% 15% 2% 10% 10% 8% 0% 0% 5% -10% -2% 0% -20% -4% -30% -3% 33% 30% 25% 4% 4% U.K. 30% 6% 10% 0% 35% 8% 34% -21% Global Market Wallets – Cash Equities (2) Global market wallet up $962 million from CY 2013 to annualized 1H 2014 (+4%) ─ Americas market wallet has increased $149 million from CY 2013 to annualized 1H 2014 (+1%) ─ EMEA market wallet has increased $1.1 billion from CY 2013 to annualized 1H 2014 (+17%) U.K. market wallet has increased $367 million during the same period ─ Asia market wallet has decreased $257 million from CY 2013 to annualized 1H 2014 (-4%) Equity Derivatives (3) Demand for U.S. listed options remains strong despite low volatility Year to date ADV is tracking at 16.6 million contracts through August, surpassed only by 2011 volumes in the history of U.S. options trading Jefferies ranks 5th in U.S. Convertible Trading market share at 8.6% for 1H 2014 (2) Note: Turnover measured in $ Notional Value Traded for Calendar 2014 through August 31. (1) Thomson. (2) Third Party Market Surveys conducted in the first half of 2014 (includes cash, algorithms and program trading). (3) The Options Clearing Corporation, www.theocc.com. 31 Equities – Performance Update ($ Millions) Jefferies has significantly grown revenues and market share post-financial crisis Major ongoing growth opportunities: momentum in Europe and Asia; further client penetration and cross-selling globally; electronic trading; prime brokerage Equities Net Revenues (1) Predecessor Successor 699 $750 557 697 594 490 $500 $250 $0 Note: All results as reported in Jefferies’ public filings. 2012, LTM Q1 2014 and LTM Q3 2014 exclude gains and losses from holdings in Knight Capital and Harbinger Group. (1) Excludes predecessor first quarter ending 2/28/13. Equities Net Revenues for the excluded quarter totaled $141 million (excluding gains from holdings in Knight Capital). 32 Equities – Strategic Priorities Continue to drive market share growth, leveraging Jefferies’ global capabilities ─ Leading U.S. franchise ─ Full service trading, research and capital markets offering across the Americas, EMEA and Asia Pacific ─ Unique value offering to our clients through Asia research alliances Ongoing expansion of equities products that leverage Jefferies’ status as a leading global cash equities franchise ─ Capitalize on advantage of having no legacy dark pool and utilizing our strong, liquidityseeking algorithms and execution transparency ─ Opportunities to serve mid-sized prime brokerage clients that are increasingly underserved by the large bank holding companies ─ Continued growth in our options trading platform and expansion opportunities in low risk structured products Leverage Jefferies’ global research platform to serve clients and win market share ─ Jefferies’ research platform provides our clients with insight and expertise across the U.S., EMEA and Asia Pacific ─ Ongoing elevation and enhancement of Jefferies’ global research offering has provided significant momentum to our market share drive 33 Fixed Income, Futures & Commodities 34 Fixed Income, Futures & Commodities Overview Jefferies serves clients across all major cash and futures products in the U.S. and Europe ─ 860 sales, trading, research and strategy professionals globally ─ Primary Dealer or equivalent in U.S., U.K., Germany, Netherlands, Portugal, Slovenia and Belgium ─ Focused on providing best-in-class ideas, facilitation and execution to our clients ─ Minimal exposure to OTC swaps or illiquid, hard-to-value securities; over 99% of our trading is in cash or exchange traded products Fixed Income, Futures & Commodities Investment Grade Leveraged Credit Rates MBS / ABS / CMBS Municipal Securities Emerging Markets Futures & Commodities U.S. Corporates Sales & Trading U.S. Sales & Trading U.S. Treasuries Global ABS Sales & Trading Global Sales & Trading Listed Futures International Sales & Trading International Sales & Trading U.S. Agencies Global MBS Capital Markets Capital Markets Base Metals Capital Markets Capital Markets European Government Bonds Global CMBS Public Finance Research European Supras & Agencies Global CDO/CLO Covered Bonds Global Capital Markets U.S. & Euro Repo Financing Project Finance 35 Precious Metals Foreign Exchange Fixed Income – Market Update Markets are currently being driven by central bank intervention and balance sheet deleveraging Since 1H 2013, global fixed income markets have seen low volatility, moderate secondary market volumes and tightening yields and spreads ─ This has been offset by robust capital market activity across all credit products Significant regulation has also come into force; most notably Dodd Frank, the Volcker Rule and additional capital requirements ─ This has resulted in a decrease in RWA, reduced products offerings and increased capital and compliance costs across bank holding company trading platforms Given Jefferies’ relatively smaller balance sheet and minimal legacy activity, these trends have been less severe ─ Narrowed the gap with our competitors in available balance sheet to facilitate client flow ─ Leaves us in a relatively stronger and more competitive position 36 Fixed Income – Performance Update ($ Millions) 2008 financial crisis and subsequent downturn across the financial sector allowed Jefferies to expand its fixed income capabilities significantly ─ Pre-crisis, Jefferies Fixed Income was a niche U.S. High Yield focused trading and new issue platform, with modest credit and MBS/ABS offerings ─ Jefferies Fixed Income is now a global franchise with highly competitive capabilities across credit, rates and MBS/ABS The consistency of our revenues demonstrates the strength, quality and diversification of our global franchise, despite the reduction of activity in fixed income markets since 2012 Fixed Income Net Revenues Pre-Financial Crisis $1,500 $1,000 $500 (1) Predecessor Successor 1,253 728 790 743 245 $0 Note: All results as reported in Jefferies’ public filings. (1) Excludes predecessor first quarter ending 2/28/13. Fixed Income Net Revenues for the excluded quarter totaled $352 million. 37 926 Fixed Income, Futures & Commodities – Strategic Priorities Continue to execute our proven strategy ─ Client focused ideas and execution, providing leading solutions and service Continue to drive our performance by leveraging existing platform to selectively target opportunities ─ Opportunistically add top-tier talent to our firm ─ Selectively grow in complementary areas and products based on market opportunities Increased global coordination ─ Leverage global footprint and relationships across Jefferies to grow market and client penetration ─ Think globally to match our clients and their opportunities Leverage existing areas of new issue strength ─ Leverage existing strengths to grow new issue capabilities in other products and regions ─ Grow average transaction size for increased profitability Take advantage of increased market volatility and resultant volume growth ─ Opportunities in rates, futures and foreign exchange Capitalize on changing landscape driven by regulation and new technology developments ─ Implementation of Dodd-Frank will drive OTC securities increasingly onto exchange ─ Rates and credit derivatives – products we could not previously offer competitively, but mandatory clearing will ‘level the playing field’ ─ eTrading in credit and rates ─ New issue structured notes – as our competitors look to decrease RWA and exit more capital intensive products, we will look to grow our low risk new issue structured notes activity 38 Risk Management 39 Risk Principles Jefferies' comprehensive risk management framework has been a foundation for our success across market cycles Culture ─ We are all risk managers. Our firm is built on every individual taking responsibility for risk management, including our senior management Hands-on ─ Our senior management and Board are deeply involved in the “nuts and bolts” of how and where we are taking risks across the firm Integrated ─ Our independent risk management group and our business leaders are deeply integrated into our trading desks, ensuring a clear and comprehensive view of the firm’s risk Asset Quality ─ Jefferies is dedicated to serving our clients in liquid, transparent products. We limit illiquid assets and derivatives to ensure the overall liquidity and health of our balance sheet 40 Risk Management Governance and Structure Jefferies has a comprehensive risk management approach, with a formal governance structure and processes to identify, assess, monitor, and manage risk Board of Directors and Audit Committee of the Board of Directors ─ Board Our Chief Risk Officer and Global Treasurer meet with the Board of Directors on at least a quarterly basis to present our risk profile and liquidity profile ─ Audit ─ of Directors comprised of three executive officers and four independent outside directors Committee of the Board of Directors comprised of four independent outside directors Responsible for discussing with management Jefferies’ major financial risk exposures and steps management has taken to monitor and control such exposures, including Jefferies’ risk assessment and risk management policies (from the Charter of the Audit Committee) Our Board of Directors and its Audit Committee play an important role in reviewing risk management and risk tolerance, reviewing risk-related data at each regular meeting Risk Oversight Structure (Committees) ─ Risk ─ Capital Management and Liquidity ─ Executive ─ Asset ─ Operating ─ Margin ─ Market ─ Underwriting ─ Credit Risk Management ─ New Risk Management ─ Operational / Liability Oversight Business ─ Independent Risk Management 41 Acceptance Price Verification Risk Management Summary Framework Jefferies Group Board of Directors Compensation Corporate Governance and Nominating Audit Chief Risk Officer / Global Treasurer Firm Management Risk Management Operating Executive Firmwide Committees Independent Price Verification Asset / Liability Business Line Committees Market Risk Management Credit Risk Management Operational Risk Management Note: Dotted lines represent communication lines. 42 Capital and Liquidity New Business Margin Oversight Underwriting Acceptance Key Risk Areas Market Credit Liquidity and capital Operational Legal and compliance New business Reputational 43 Key Risk Practices Comprehensive risk framework across risk types and across the firm Sophistication and granularity of risk quantification Control through detailed limits and strong breach procedures Conservative limit setting relative to available capital and liquidity Ongoing holistic assessment of risk interdependence and contagion risk across the firm Formal contingency planning Rapid upward visibility to management by means of a culture of rapid escalation and short lines of communication History of demonstrated management actions ahead of and during times of market stress and external events 44 VaR Report Quarterly VaR Average ($ Millions) $20 Avg. VaR related to KCG & HRG Avg. Firmwide VaR Excl. KCG & HRG $15 $10 $5 $0 Annual VaR Average ($ Millions) $20 Avg. VaR related to KCG & HRG Avg. Firmwide VaR Excl. KCG & HRG $15 $10 $5 $0 2004 2005 2006 2007 2008 2009 45 2010 2011 2012 2013 2014 YTD VaR Report and Trading Revenues Distribution of Daily Net Trading Revenues 140 2011 120 2012 2013 LTM 8/31/14 # of Days 100 80 60 40 20 0 <(8) (8)-(4) (4)-(0) 0-4 4-8 8-12 12-16 16-20 >20 $ Millions Historical Negative Trading Revenues Days 2011 Q1 Number of Negative Trading Revenues Days: Excluding Knight and Harbinger Number of Breaches (1) Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 Q3 Q4 2014 Q2 Q1 Q3 10 na 10 na 26 na 6 na 2 na na 1 na 1 na 1 na 5 1 18 11 7 4 7 1 11 6 9 2 - - 2 - - - - - - 1 1 - - 1 - (1) Number of Breaches represents the number of days during a given period where net trading losses were greater than VaR estimates. 46 Capital and Liquidity Management 47 Liquidity and Funding Principles Jefferies’ long-standing liquidity and funding principles have maintained the strength and soundness of our platform across market cycles Owning inventory that is composed of liquid assets that turn over regularly, with a minimal amount of Level 3 Assets Maintaining a sound, long-term capital base and reasonable leverage relative to our business activity No material reliance on short-term unsecured funding or customer balances. No commercial paper program Short-term secured funding that is readily and consistently available through clearing houses, or fixed for periods of time that exceed the expected tenure of the inventory they are funding Assessing capital reserves and maintaining liquidity (including intraday liquidity) to withstand adverse changes in the trading or financing markets Where appropriate, entering into partnerships and joint ventures with complementary long-term partners to pursue business opportunities that otherwise will exceed our capital capacity or risk tolerance (Jefferies Finance, Jefferies LoanCore) 48 Limited Leverage Jefferies has a long-standing policy of carefully managing balance sheet leverage In periods of stress, Jefferies has demonstrated the ability to rapidly reduce leverage without unduly impacting our business Historical Quarterly Leverage ($ Millions) Successor Predecessor $50,000 17.0x 15.0x $40,000 13.0x $30,000 11.0x $20,000 9.0x $10,000 7.0x $- 5.0x Total Capital Gross Assets Leverage (1) Total assets divided by total equity. Q2 2013 through Q3 2014 exclude merger impacts. See page 59 for further detail. 49 (1) Asset and Capital Growth Consistent capital growth to support business expansion Total Assets and Total Capital ($ Millions) Predecessor Successor $50,000 6.0x $45,000 5.0x $40,000 $35,000 4.0x $30,000 $25,000 3.0x $20,000 2.0x $15,000 $10,000 1.0x $5,000 $0 0.0x 1Q 08 4Q 08 4Q 09 Gross Assets 4Q 10 4Q 11 Total Capital 50 4Q 12 Assets / Capital 4Q 13 3Q 14 Level 3 Trading Assets Overview 97% of inventory is Levels 1 and 2, with a minimal amount of Level 3 Trading Assets Level 3 Trading Assets (1) represent only 13% of tangible common equity Level 3 Financial Instruments Owned (1) as a Percentage of Financial Instruments Owned ($ Millions) Predecessor $20,000 $16,000 3% $12,000 $8,000 $4,000 7% 6% 5% 5% 3% 3% 2% 2% Successor 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 5% $4Q 08 1Q 09 2Q 09 3Q 09 4Q 09 1Q 10 2Q 10 3Q 10 4Q 10 1Q 11 2Q 11 3Q 11 4Q 11 1Q 12 2Q 12 3Q 12 4Q 12 1Q 13 2Q 13 3Q 13 4Q 13 1Q 14 2Q 14 3Q 14 Level 1 and 2 Inventory Level 3 Inventory Level 3 Financial Instruments Owned (1) as a Percentage of Tangible Common Equity ($ Millions) Predecessor Successor $5,000 14% 14% 13% 14% 14% 14% 19% 20% 16% 15% 15% 15% 15% 16% $4,000 $3,000 $2,000 26% 22% 18% 19% 17% 18% 18% 23% 23% 26% $1,000 $- 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 Tangible Common Equity Level 3 Assets (1) Excludes Level 3 trading inventory assets attributable to third party or employee noncontrolling interests in certain consolidated entities. 51 Stable Secured Funding Model Portion of Inventory Deemed Liquid (Fundable at Haircuts of 10% or Better) Predecessor 85% Successor 80% Mean: 76% 75% 70% 80% 73% 77% 78% 3Q 2012 4Q 2012 77% 72% 77% 73% 76% 74% 75% 1Q 2014 2Q 2014 3Q 2014 65% 1Q 2012 2Q 2012 1Q 2013 2Q 2013 3Q 2013 4Q 2013 Clearing Corp Eligible Repo – Limited reliance on bilateral and tri-party repo Predecessor 95% Successor 90% Mean: 85% 85% 80% 89% 88% 90% 89% 85% 82% 87% 84% 82% 81% 82% 1Q 2014 2Q 2014 3Q 2014 75% 1Q 2012 2Q 2012 3Q 2012 4Q 2012 1Q 2013 2Q 2013 3Q 2013 4Q 2013 Average Term for Non-Clearing Corp Eligible Repo – Secured funding in excess of asset liquidation timeframe Predecessor Successor # of Days 150 Mean: 89 days 100 50 48 55 47 1Q 2012 2Q 2012 3Q 2012 69 78 88 4Q 2012 1Q 2013 2Q 2013 139 125 3Q 2013 4Q 2013 103 104 120 1Q 2014 2Q 2014 3Q 2014 0 Note: Dark blue lines represent 3-year averages. 52 Liquidity Pool Jefferies maintains significant excess liquidity on hand Total Liquidity Pool ($ Millions) Predecessor Successor $6,000 $5,574 $5,187 $5,000 $4,229 $4,000 $3,000 $3,441 $3,571 9.8% 10.2% $3,379 12.3% $4,423 12.2% $5,824 $5,913 18.0% $5,282 $4,726 15.0% $4,467 14.4% 12.5% 13.3% 13.4% 13.1% 13.2% 10.3% 9.4% 12.0% 9.0% $2,000 6.0% $1,000 3.0% $0 0.0% 11/30/11 02/29/12 05/31/12 08/31/12 11/30/12 02/28/13 05/31/13 08/31/13 11/30/13 02/28/14 05/31/14 08/31/14 Cash & Cash Equivalents (1) Other Liquidity Sources Liquidity Pool as % of Total Assets (2) (1) Consists primarily of securities purchased under agreements to resell, our U.K. liquidity pool, unencumbered inventory representing an estimate of the amount of additional secured financing that could be reasonably obtained and funds available under our senior secured revolving credit facility. (2) Cash & Cash Equivalents plus Other Liquidity Sources, divided by Total Assets. 53 Long-Term Debt Profile As of 8/31/14, our $6.2 billion notional of long-term debt had a weighted average maturity of 8.2 years No scheduled debt maturities until November 2015 ($500 million) No maturity of long-term debt in a single year is greater than 20% of outstanding long-term debt Includes May 2014 2.375% EMTN issuance of €500 million ($685 million) Debt Maturity Schedule (Notional) ($ Millions) $1,000 $800 $600 $400 $200 $0 54 Credit Ratings Jefferies Group LLC – Credit Ratings Agency Rating Outlook Standard & Poor’s BBB Stable Moody’s Baa3 Stable Fitch BBB- Stable Note: As of October 8, 2014. 55 Appendix 56 Notes and Disclosures to Leucadia Overview Note: Dollar amounts are Leucadia’s net carrying amount for each investment, for consolidated subsidiaries equal to their assets less liabilities. 1) Adjusted for assumed maturity of 2015 8.125% Sr. Notes using Parent Company Cash. 2) Includes $2.8 billion of goodwill and intangibles. 3) Classified within Parent Cash and Investments in Leucadia’s filings. 4) Investment commitment of $400 million contingent on Folger Hill raising at least $400 million of outside capital. 5) Adjusted for the $192 million EnerVest acquisition, which closed in September 2014. 6) Carrying amount is net of deferred gain on real estate sale. 7) Represents Leucadia’s approximate weighted average ownership; ownership varies by dealership between 65% and 90%. 8) Adjusted for the $63 million EOG acquisition, which closed in September 2014. 9) Adjusted for the $71 million Golden Queen investment, which closed in September 2014. 10) Adjusted to include $250 million from the sale of Premier Entertainment to Twin River Management Group, Inc., closed July 2014. 11) Excludes Jefferies Net Deferred Tax Asset of $445 million. 57 Leucadia – Cash and Investments and Parent Debt GAAP Reconciliations Reconciliation of Cash and Investments ($ millions) Available Cash and Investments (GAAP) at June 30, 2014 Structured Alpha classified with Asset Management Maturity of 8.125% Senior Notes due 2015 Acquisition of EOG by Juneau Acquisition of Golden Queen Acquisition of EnerVest by Vitesse Proceeds from Premier Entertainment Sale Available Cash and Investments, As Adjusted $ $ 2,224.8 (82.7) (457.1) (63.0) (71.0) (192.0) 250.0 1,609.0 Reconciliation of Parent Debt ($ millions) Parent Debt, Excluding Redeemable Preferred Shares (GAAP) at June 30, 2014 Assumed Redemption of 8.125% Senior Notes due 2015 Parent Debt, As Adjusted 58 $ $ 1,444.4 (457.1) 987.3 Leverage Ratio GAAP Reconciliation ($ Millions) Leverage Ratio - Excluding Merger Impacts May 31, August 31, November 30, February 28, 2013 2013 2013 2014 Total Assets Goodwill and Acquisition Accounting Fair Value Adjustments on the Merger with Leucadia Net Amortization to Date on Asset Related Purchase Accounting Adjustments Total Assets Excluding the Impact of the Merger $ Total Equity Equity Arising from Merger Consideration Preferred Stock Assumed by Leucadia Net Amortization to Date of Purchase Accounting Adjustments, net of tax Total Equity Excluding the Impact of the Merger $ Leverage Ratio - Excluding Merger Impacts 38,938 $ (1,957) $ $ 9 36,990 38,830 $ (1,957) $ 18 36,891 40,177 $ (1,957) $ 27 38,247 43,440 May 31, 2014 $ (1,957) $ 32 41,515 43,610 August 31, 2014 $ (1,957) $ 37 41,690 44,764 (1,957) $ 42 42,849 5,183 $ (1,426) 125 5,241 $ (1,426) 125 5,422 $ (1,426) 125 5,462 $ (1,426) 125 5,527 $ (1,426) 125 5,602 (1,426) 125 (8) 3,874 $ (17) 3,923 $ (25) 4,096 $ (36) 4,125 $ (48) 4,178 $ (58) 4,243 9.5x 9.4x 9.3x 59 10.0x 10.0x 10.1x