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FALSE000009622300000962232023-01-092023-01-090000096223us-gaap:CommonStockMember2023-01-092023-01-090000096223jef:A4850SeniorNotesDue2027Member2023-01-092023-01-090000096223jef:A5125SeniorNotesDue2023Member2023-01-092023-01-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 9, 2023
________________________________
JEFFERIES FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
________________________________
Delaware 001-14947 13-2615557
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
520 Madison Avenue New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 243-2300
(Former name or former address, if changed since last report)
______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, par value $1 per share JEF New York Stock Exchange
4.850% Senior Notes Due 2027 JEF/27A New York Stock Exchange
2.750% Senior Notes Due 2032 JEF/32A New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐




Item 2.02. Results of Operations and Financial Condition

On January 9, 2023, we issued a press release containing financial results for our quarter and year ended November 30, 2022. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

The information provided in this Item 2.02, including the exhibits hereto, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

The following exhibits are furnished with this report:

Exhibit No.
Description
99
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: January 9, 2023



JEFFERIES FINANCIAL GROUP INC.
By: /s/ Michael J. Sharp
Name: Michael J. Sharp
Title: Executive Vice President and General Counsel


EX-99 2 jfgpressrelease11-30x22.htm EX-99 Document

jefferies_logoxblackx72dpia.jpg
FOR MORE INFORMATION
Jonathan Freedman 212.778.8913
For Immediate Release
Jefferies Financial Group Inc. (NYSE: JEF)
January 9, 2023
linejpega.jpg
Jefferies Announces Fourth Quarter 2022 Financial Results
Q4 Financial Highlights
•Net earnings attributable to common shareholders of $140 million, or $0.57 per diluted share
•Annualized return on adjusted tangible equity of 7.2%1
•Total net revenues of $1.44 billion
Ø Investment Banking net revenues of $568 million
Ø Capital Markets net revenues of $478 million
Ø Asset Management net revenues (before allocated net interest2) of $402 million, inclusive of $232 million of net revenues from merchant banking activities
•Repurchased 3.9 million shares of common stock for $121 million, or an average price of $31.24 per share
•Our Board of Directors has increased our share buyback authorization back to a total of $250 million
•On November 1, 2022, we completed our merger with Jefferies Group LLC. This merger eliminated Jefferies Group LLC’s requirement to file Form 10-Qs, Form 10-Ks, and other duplicative processes, and resulted in us assuming Jefferies Group's debt obligations. In connection with the merger we have transferred our legacy merchant banking investments to our Investment Banking and Capital Markets or Asset Management segment and have reorganized the presentation of our segments and Net revenues to align with the way we are now managing our business. Additionally, corporate activities are now fully allocated to these segments. Prior year amounts have been revised to conform to this current presentation. Refer to Note 18 for further information.

“Jefferies' 2022 total investment banking revenues, while down 38% from an off-the-charts 2021, represented our second-best year ever and were substantially above 2019 levels. Our advisory net revenues were only 5% below last year's all-time record result, while our underwriting net revenues were down 59%, due to the IPO and leveraged finance markets being substantially closed for much of the year. Our combined equities and fixed income net revenues were down only 19% versus 2021 and up meaningfully versus 2019.

"Most significantly, for our fiscal 2022, Jefferies was the #6 largest investment banking firm in both global M&A, as well as global equity capital markets (excluding China), up from #12 and #13, respectively, only five years ago. We also moved up one spot from the prior year to #7 globally in combined M&A, ECM and leveraged finance, an improvement from #10 in 2017. It is worth noting that all the competitors ahead of us on these lists are trillion dollar plus global bank holding companies who often lead with their balance sheet, while Jefferies leads with ideas, expertise and human capital.

"Our Equities franchise continued to expand in breadth and capability, while gaining market share across the majority of equity products in 2022. We achieved a U.S. ranking of #6 and a European ranking of #7 for equity research, while we were ranked #3 best overall in Asia for combined equity research and sales. While our Fixed Income business was down for the year, our fourth quarter was up over 71% and we carried that momentum through the first month of fiscal 2023.

1 Jefferies Financial Group


"Monetizing our legacy merchant banking portfolio and returning capital to shareholders remains one of our overriding priorities, and we made continued progress in 2022. We expect to take a further important step later this week with our spin-off to shareholders of Vitesse Energy ("Vitesse"). In 2022, we returned an aggregate of $1.14 billion to shareholders in the form of $280.1 million in dividends and the repurchase of 25.6 million shares for a total of $859.6 million, or $33.58 per share. Over the last five years, we have now returned $5.0 billion in total capital to shareholders, representing two-thirds of total tangible book value3 at January 1, 2018 and including 152.8 million shares repurchased at an average of $23.57 per share. Further, our Vitesse spin-off delivers to our shareholders an additional estimated more than $500 million of our shareholders' equity. Pro forma for the Vitesse spin-off, we will have returned over $5.5 billion in total capital to shareholders over the last five years, representing over 72% of tangible book value3 at January 1, 2018.

"In sum, we achieved a respectable return on adjusted tangible equity of 10.3%1 in a very difficult environment, enhanced our market position in our core businesses and simplified our corporate structure. As we move forward in 2023, we have never been more optimistic about our human capital, product capabilities, industry expertise and geographic breadth, which we intend to continue to aggressively deliver to our clients going forward. Our goal is to continue to gain market share, further strengthening our 'never better' competitive position, and continue our quest to be the best full service global investment banking firm."

Richard Handler, CEO, and Brian Friedman, President


Please refer to the just-released Jefferies Financial Group Annual Letter from our CEO and President for broader perspective on 2022, as well as our strategy and outlook.

Quarterly Cash Dividend

The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.30 per Jefferies common share, payable on February 24, 2023 to record holders of Jefferies common shares on February 13, 2023.


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Financial Summary

(Dollars in thousands, except per share amounts) Three Months Ended November 30, Twelve Months Ended November 30,
2022
202118
% Change
2022
202118
% Change
Net revenues:
Investment Banking and Capital Markets $ 1,046,434  $ 1,615,752  (35)% $ 4,726,150  $ 6,917,774  (32)%
Asset Management 395,228  151,177  161% 1,257,693  1,092,624  15%
Other (3,580) (8,438) 58% (5,005) 3,428  N/M
Net revenues 1,438,082  1,758,491  (18)% 5,978,838  8,013,826  (25)%
Net earnings before income taxes 194,840  425,565  (54)% 1,055,562  2,254,105  (53)%
Income tax expense 53,903 91,973 (41)% 273,852 576,729 (53)%
Net earnings 140,937  333,592  (58)% 781,710  1,677,376  (53)%
Net earnings (losses) attributable to noncontrolling interests (1,280) 6,586 N/M (2,397) 3,850 N/M
Net earnings (loss) attributable to redeemable noncontrolling interests (101) 245 N/M (1,342) (826) 62%
Preferred stock dividends 2,070 1,848 12% 8,281 6,949 19%
Net earnings attributable to Jefferies Financial Group Inc. $ 140,248 $ 324,913 (57)% $ 777,168 $ 1,667,403 (53)%
Basic earnings per common share $ 0.58 $ 1.23 (53)% $ 3.13 $ 6.29 (50)%
Weighted average shares 239,312 261,637 247,378 263,595
Diluted earnings per common share $ 0.57 $ 1.20 (53)% $ 3.06 $ 6.13 (50)%
Weighted average diluted shares 248,338 270,743 255,571 271,501
Annualized return on adjusted tangible equity1
7.2% 16.5% 10.3% 24.5%
Adjusted annualized return on adjusted tangible equity4
7.2% 16.5% 11.3% 24.5%

N/M — Not Meaningful

Highlights
Three Months Ended November 30, 2022
Twelve Months Ended November 30, 2022
•Net earnings attributable to common shareholders of $140 million, or $0.57 per diluted share.
•Repurchased 3.9 million shares of common stock for $121.0 million, or an average price of $31.24 per share.
•We had 226.1 million shares outstanding and 254.6 million shares outstanding on a fully diluted basis5 at November 30, 2022. Our book value per share was $45.25 and tangible book value per fully diluted share6 was $33.78 at November 30, 2022.
•Our Board of Directors has increased our share buyback authorization back to a total of $250 million.
•Effective tax rate of 27.7%

•Net earnings attributable to common shareholders of $777 million, or $3.06 per diluted share; adjusted net earnings attributable to common shareholders8 of $857 million, or $3.37 per diluted share, after removing $80 million of expense related to a regulatory settlement in the third quarter.
•Repurchased 25.6 million shares of common stock for $859.6 million, or an average price of $33.58 per share.
•Effective tax rate of 25.9%, reflecting non-deductible $80 million regulatory settlement during the year; adjusted effective tax rate17 of 24.1% without the cost of this settlement.
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Three Months Ended November 30, 2022
Twelve Months Ended November 30, 2022
Investment Banking and Capital Markets

Investment Banking and Capital Markets
•Investment Banking net revenues were $568 million, as our mergers and acquisitions net revenues remained strong. Our debt and equity underwriting net revenues were lower than the same quarter last year, consistent with a reduction in industry-wide deal activity.
•Capital Markets net revenues of $478 million were slightly higher as compared to the prior year quarter. Equities net revenues benefited from elevated client trading volumes and market volatility. Fixed Income net revenues reflect robust emerging market trading results partially offset by reduced market activity for various fixed income products.

•Investment Banking net revenues of $2.90 billion were driven by near-record advisory net revenues, offset by lower net revenues in debt and equity underwriting, consistent with significant reduced industry activity.
•Capital Markets net revenues of $1.83 billion were lower as compared to the prior year. Equities net revenues were impacted by significantly reduced trading volumes related to a slowdown in new-issue offerings offset by strong client activity on market volatility and global instability. Fixed Income results were also impacted by significantly reduced trading volumes related to a decline in new-issue activity, lower overall trading volumes, mark-to-market losses on certain mortgage inventory positions and a slowdown in securitization activity in the face of inflation concerns and interest rate uncertainty.
Asset Management

Asset Management
•Asset Management net revenues reflect a challenging trading environment resulting in modest investment losses offset by the sale of our Oak Hill investment as well as merchant banking revenues, which include revenues from the sale of a multi-family project completed at HomeFed.

•Asset Management net revenues reflect revenues from sales of certain assets, partially offset by lower investment returns as compared to the prior year.


* * * *

Amounts herein pertaining to November 30, 2022 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Annual Report on Form 10-K with the Securities and Exchange Commission (“SEC”). More information on our results of operations for the year ended November 30, 2022 will be provided upon filing our Annual Report on Form 10-K with the SEC, which we expect to file on or about January 27, 2023.
This press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current views and 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,” "would," 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 may also include statements pertaining to our strategies for future development of our businesses 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 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. We undertake no obligation to update or revise any such forward-looking statement to reflect subsequent circumstances.
Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).


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Selected Financial Information
(Amounts in Thousands, Except Other Data) (Unaudited) Quarter Ended
November 30,
2022
August 31,
202218
November 30,
202118
Net revenues by source:
Advisory $ 381,412  $ 481,419  $ 587,476 
Equity underwriting 109,439  150,972  370,636 
Debt underwriting 61,731  76,943  222,655 
Total underwriting 171,170  227,915  593,291 
Other investment banking 15,892  (49,222) 11,181 
Total Investment Banking
568,474  660,112  1,191,948 
Equities 251,280  277,448  291,033 
Fixed income 226,680  174,618  132,771 
Total Capital Markets
477,960  452,066  423,804 
Total Investment Banking and Capital Markets Net revenues9
1,046,434  1,112,178  1,615,752 
Asset management fees and revenues10
13,440  17,069  13,065 
Investment return2
156,613  (35,488) 41,554 
Merchant banking 231,805  430,009  108,472 
Allocated net interest2
(6,630) (9,934) (11,914)
Total Asset Management Net revenues
395,228  401,656  151,177 
Other (3,580) (3,990) (8,438)
Total Net revenues by source $ 1,438,082  $ 1,509,844  $ 1,758,491 
Non-interest expenses:
Compensation and benefits $ 659,121  $ 559,593 $ 746,185
Floor brokerage and clearing fees 85,143  84,685 79,652
Underwriting costs 9,076  11,672 26,932
Technology and communications 114,957  110,925 103,054
Occupancy and equipment rental 28,420  26,589 26,027
Business development 42,610  36,322 42,381
Professional services 71,042  61,428 58,773
Depreciation and amortization
43,471  43,187 40,536
Cost of sales 91,281  123,436 79,954
Other 98,121  150,157 129,432
Total Non-interest expenses
$ 1,243,242  $ 1,207,994 $ 1,332,926
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(Amounts in Thousands, Except Other Data) (Unaudited) Twelve Months Ended November 30,
2022
202118
Net revenues by source:
Advisory $ 1,778,003 $ 1,873,204
Equity underwriting 538,946 1,557,364
Debt underwriting 490,873 935,131
Total underwriting 1,029,819 2,492,495
Other investment banking 92,170 291,423
Total Investment Banking
2,899,992 4,657,122
Equities 1,060,582 1,301,530
Fixed income 765,576 959,122
Total Capital Markets
1,826,158 2,260,652
Total Investment Banking and Capital Markets Net revenues9
4,726,150 6,917,774
Asset management fees and revenues10
89,127 120,733
Investment return2
156,594 260,316
Merchant banking 1,053,031 756,482
Allocated net interest2
(41,059) (44,907)
Total Asset Management Net revenues
1,257,693 1,092,624
Other (5,005) 3,428
Total Net revenues by source $ 5,978,838 $ 8,013,826
Non-interest expenses:
Compensation and benefits $ 2,589,044 $ 3,554,760
Floor brokerage and clearing fees 347,805 301,860
Underwriting costs 42,067 117,572
Technology and communications 444,011 388,134
Occupancy and equipment rental 108,001 106,254
Business development 150,500 109,772
Professional services 240,978 215,761
Depreciation and amortization
172,902 157,420
Cost of sales 440,837 470,870
Other 387,131 337,318
Total Non-interest expenses
$ 4,923,276 $ 5,759,721

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Financial Data and Metrics
(Amounts in Thousands, Except Other Data) (Unaudited) Quarter Ended
November 30,
2022
August 31,
2022
November 30,
2021
Other Data:
Number of trading days 63 64 63
Number of trading loss days11
3 9 11
Average VaR (in millions)12
$ 10.62 $ 9.60 $ 10.14
Twelve Months Ended November 30,
2022
2021
Other Data:
Number of trading days 252 252
Number of trading loss days11
30 60
Average VaR (in millions)12
$ 11.04 $ 13.63

(Amounts in Millions, Except Other Data) (Unaudited) Quarter Ended
November 30,
2022
August 31,
2022
November 30,
2021
Financial position13:
Total assets19
$ 51,058  $ 51,477  $ 56,107 
Total assets less goodwill and intangible assets for the period19
49,182  49,603  54,209 
Cash and cash equivalents 9,703  9,478  10,755 
Financial instruments owned19
18,666  18,776  18,025 
Level 3 financial instruments owned14, 19
791  790  575 
Goodwill and intangible assets 1,876  1,874  1,898 
Total equity 10,295  10,360  10,580 
Total shareholders' equity 10,233  10,293  10,554 
Tangible shareholders' equity7
8,357  8,419  8,656 
Other data and financial ratios:
Leverage ratio13, 15, 19
5.0  5.0  5.3 
Tangible gross leverage ratio13, 16, 19
5.9  5.9  6.3 
Number of employees, at period end 5,381  5,347  5,556 

Components of Denominator for Earnings Per Share

The denominators used to calculate basic and diluted earnings per share are as follows (in thousands):

Three Months Ended November 30, 2022
Twelve Months Ended November 30, 2022
Weighted average common shares outstanding 227,395  234,258 
Weighted average shares of restricted stock with future service (1,789) (1,330)
Weighted average restricted stock units outstanding with no future service 13,706  14,450 
Denominator for basic earnings per share 239,312  247,378 
Stock options and other share based awards 1,617  1,518 
Senior executive compensation plan restricted stock unit awards 2,968  2,234 
Mandatorily redeemable convertible preferred shares 4,441  4,441 
Denominator for diluted earnings per share 248,338  255,571 
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Notes
1.Annualized return on adjusted tangible equity (a non-GAAP financial measure) is defined as annualized adjusted net earnings (a non-GAAP financial measure) divided by our beginning of period adjusted tangible shareholders' equity (a non-GAAP financial measure). Refer to schedule on page 10 for reconciliation to U.S. GAAP amounts.
2.Allocated net interest represents an allocation to Asset Management of certain of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated net interest has been disaggregated to increase transparency and to present direct Asset Management revenues. We believe that aggregating Allocated net interest would obscure the revenue results by including an amount that is unique to our credit spreads, debt maturity profile, capital structure, liquidity risks and allocation methods. Refer to Selected Financial Information on pages 5 to 6.
3.Tangible book value (a non-GAAP financial measure) is defined as shareholders' equity less intangible assets, net and goodwill. Refer to schedule on page 11 for reconciliation to U.S. GAAP amounts.
4.Adjusted annualized return on adjusted tangible equity (a non-GAAP financial measure) is defined as Jefferies' annualized adjusted net earnings excluding the net earnings impact of the $80 million of expense ($80 million, net of tax) related to a regulatory settlement during the current year (a non-GAAP financial measure) divided by our beginning of period adjusted tangible shareholders' equity (a non-GAAP financial measure). Refer to schedule on page 10 for reconciliation to U.S. GAAP amounts.
5.Shares outstanding on a fully diluted basis (a non-GAAP financial measure) is defined as common shares outstanding plus restricted stock units, stock options, conversion of redeemable convertible preferred shares and other shares. Refer to schedule on page 11 for reconciliation to U.S. GAAP amounts.
6.Adjusted tangible book value per fully diluted share (a non-GAAP financial measure) is defined as adjusted tangible book value (a non-GAAP financial measure) divided by shares outstanding on a fully diluted basis (a non-GAAP financial measure). Refer to schedule on page 11 for reconciliation to U.S. GAAP amounts.
7.Tangible shareholders' equity (a non-GAAP financial measure), is defined as shareholders' equity less Intangible assets and goodwill. We believe that tangible equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible equity, making these ratios meaningful for investors.
8.Adjusted net earnings attributable to common shareholders (a non-GAAP financial measure) excludes the $80 million expense ($80 million, net of tax) related to a regulatory settlement in the third quarter. Refer to schedule on page 9 for reconciliation to U.S. GAAP amounts.
9.Allocated net interest is not separately disaggregated for Investment Banking and Capital Markets. This presentation is aligned to our Investment Banking and Capital Markets internal performance measurement.
10.Includes management and performance fees from funds and accounts managed by us as well as our share of fees received by affiliated asset management companies with which we have revenue and profit share arrangements, as well as earnings on our ownership interest in affiliated asset managers.
11.Number of trading loss days is calculated based on trading activities in our Investment Banking and Capital Markets and Asset Management business segments.
12.VaR estimates the potential loss in value of trading positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value-at-Risk" in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended November 30, 2021.
13.Amounts pertaining to November 30, 2022 represent a preliminary estimate as of the date of this earnings release and may be revised in our Annual Report on Form 10-K for the year ended November 30, 2022.
14.Level 3 financial instruments represent those financial instruments classified as such under Accounting Standards Codification 820, accounted for at fair value and included within Financial instruments owned.
15.Leverage ratio equals total assets divided by total equity.
16.Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets less goodwill and identifiable intangible assets divided by tangible equity. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio.
17.Adjusted effective tax rate (a non-GAAP financial measure) excludes the $80 million expense related to a regulatory settlement in the current year. Refer to schedule on page 10 for reconciliation to U.S. GAAP amounts.
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18.We have reclassified the presentation of certain line items within our Net revenues by sources to streamline our financial statements to better align the presentation of our firm with the strategy of building our investment banking and capital markets and asset management businesses as we continue to reduce our legacy merchant banking portfolio. Historical periods have been recast to conform to these reclassification and presentation changes.
19.We have changed the accounting for our secondary trading activity related to the purchases and sales of corporate loans. Historically, we have accounted for purchases and sales of corporate loans on trade date recognizing the total amount of purchased loans within Financial instruments owned and a corresponding liability within Payables - brokers, dealers and clearing organizations and the total amount of loans sold within Financial instruments sold, not yet purchased and a corresponding asset within Receivables - brokers, dealers and clearing organizations on the Consolidated Statements of Financial Condition for the cash to be paid or received upon settlement. We have determined that it is more preferable to recognize this trading activity on a settlement date basis and recognize firm commitments to purchase and/or sell loans on the date of trade execution due to the extended settlement period for this trading activity. There was no impact to net earnings or total equity as a result of this change in accounting policy.

Non-GAAP Reconciliations
The following tables reconcile our non-GAAP measures to their respective U.S. GAAP measures. Management believes such non-GAAP measures are useful to investors as they allow them to view our results through the eyes of management, while facilitating a comparison across historical periods. These measures should not be considered a substitute for, or superior to, measures prepared in accordance with U.S. GAAP.

Adjusted Net Earnings Attributable to Common Shareholders and Adjusted Diluted Earnings Per Share GAAP Reconciliations
Reconciliation of net earnings attributable to common shareholders to adjusted net earnings attributable to common shareholders and diluted earnings per share to adjusted diluted earnings per share (in thousands, except per share amounts):
Three Months Ended November 30, 2022 Twelve Months Ended November 30, 2022
Net earnings attributable to common shareholders (GAAP) $ 140,248  $ 777,168 
Net earnings impact for regulatory settlement —  80,000 
Adjusted net earnings attributable to common shareholders (non-GAAP) $ 140,248  $ 857,168 
Diluted earnings per share (GAAP) $ 0.57  $ 3.06 
Diluted earnings per share impact for regulatory settlement —  0.31 
Adjusted diluted earnings per share (non-GAAP) $ 0.57  $ 3.37 

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Adjusted Return on Adjusted Tangible Equity Reconciliation
The table below reconciles our Net earnings attributable to common shareholders to adjusted net earnings and our Shareholders' equity to adjusted tangible shareholders' equity (in thousands):
Three Months Ended
November 30,
Twelve Months Ended
November 30,
2022 2021 2022 2021
Net earnings attributable to common shareholders (GAAP)
$ 140,248  $ 324,913  $ 777,168  $ 1,667,403 
Intangible amortization and impairment expense, net of tax 1,742  2,773  8,100  10,649 
Adjusted net earnings (non-GAAP) $ 141,990  $ 327,686  $ 785,268  $ 1,678,052 
Annualized adjusted net earnings (non-GAAP) $ 567,960  $ 1,310,744  $ 785,268  $ 1,678,052 
Net earnings impact for regulatory settlement $ —  $ —  $ 80,000  $ — 
Adjusted net earnings excluding regulatory settlement (non-GAAP) $ 141,990  $ 327,686  $ 865,268  $ 1,678,052 
Annualized adjusted net earnings excluding regulatory settlement (non-GAAP) $ 567,960  $ 1,310,744  $ 865,268  $ 1,678,052 
August 31, November 30,
2022 2021 2021 2020
Shareholders' equity (GAAP) $ 10,292,531  $ 10,381,883  $ 10,553,755  $ 9,403,893 
Less: Intangible assets, net and goodwill (1,874,435) (1,905,163) (1,897,500) (1,913,467)
Less: Deferred tax asset (398,397) (479,016) (327,547) (393,687)
Less: Weighted average quarter-to-date or year-to-date impact of cash dividends and share repurchases
(115,869) (62,644) (670,949) (243,003)
Adjusted tangible shareholders' equity (non-GAAP) $ 7,903,830  $ 7,935,060  $ 7,657,759  $ 6,853,736 
Return on adjusted tangible equity (non-GAAP) 7.2  % 16.5  % 10.3  % 24.5  %
Adjusted return on adjusted tangible equity (non-GAAP) 7.2  % 16.5  % 11.3  % 24.5  %


Adjusted Effective Tax Rate GAAP Reconciliation

The table below reconciles our effective tax rate to adjusted effective tax rate:
Twelve Months Ended November 30, 2022
Effective tax rate (GAAP) 25.9  %
Effective tax rate impact for regulatory settlement (1.8) %
Adjusted effective tax rate (non-GAAP) 24.1  %

10 Jefferies Financial Group
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Adjusted Tangible Book Value and Fully Diluted Shares Outstanding GAAP Reconciliation

The table below reconciles our book value (shareholders' equity) to adjusted tangible book value and our common shares outstanding to fully diluted shares outstanding (in thousands, except per share amounts):
November 30, 2022
Book value (GAAP) $ 10,232,846 
Redeemable convertible preferred shares convertible to common shares(1)
125,000 
Stock options(2)
119,336 
Intangible assets, net and goodwill (1,875,576)
Adjusted tangible book value (non-GAAP) $ 8,601,606 
Common shares outstanding (GAAP) 226,130 
Restricted stock units ("RSUs") 17,868 
Redeemable convertible preferred shares converted to common shares(1)
4,441 
Stock options(2)
5,025 
Other 1,168 
Fully diluted shares outstanding (non-GAAP)(3)
254,632 
Book value per share outstanding $ 45.25 
Tangible book value per fully diluted share outstanding (non-GAAP) $ 33.78 
(1)
Redeemable convertible preferred shares added to book value and fully diluted shares assume that the redeemable convertible preferred shares are converted to common shares.
(2)
Stock options added to book value are equal to the total number of stock options outstanding as of November 30, 2022 of 5,024,532 multiplied by the weighted average exercise price of $23.75 on November 30, 2022. Stock options added to fully diluted shares are equal to the total stock options outstanding on November 30, 2022.
(3)
Fully diluted shares outstanding include vested and unvested RSUs as well as the target number of RSUs issuable under the senior executive compensation plans until the performance period is complete. Fully diluted shares outstanding also include all stock options and the additional common shares if our redeemable convertible preferred shares were converted to common shares.


Tangible Book Value GAAP Reconciliation

At the beginning of the press release, we disclose how much we have returned to shareholders through buybacks and dividends since the beginning of 2018 and what percentage that is of tangible book value at the beginning of 2018. The table below reconciles our shareholders' equity to tangible book value at the beginning of 2018 (in thousands):
December 31, 2017
Shareholders' equity (GAAP) $ 10,105,957 
Intangible assets, net and goodwill (2,463,180)
Tangible book value (non-GAAP) $ 7,642,777 


11 Jefferies Financial Group
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