For Immediate Release

Jefferies Financial Group Inc. (NYSE: JEF)

June 26, 2024

Q2 Financial Highlights

•Net earnings attributable to common shareholders of $146 million, or $0.64 per diluted common share. Our pre-tax income for the quarter was $228 million

•Annualized return on adjusted tangible shareholders' equity1 of 9.2%

•Net revenues of $1.66 billion

Ø    Investment Banking net revenues of $803 million

Ø Capital Markets net revenues of $691 million

Ø Asset Management net revenues (before allocated net interest4) of $173 million

•At May 31, 2024, we had 212.1 million common shares outstanding and 253.7 million shares outstanding on a fully diluted basis2. Our book value per common share was $46.57 and adjusted tangible book value per fully diluted share3 was $31.27 at May 31, 2024

Increased Quarterly Cash Dividend

The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.35 per Jefferies common share, a 16.7% increase from the prior dividend rate, payable on August 30, 2024 to record holders of Jefferies common shares on August 19, 2024.

Management Comments

"Investment Banking net revenues of $803 million were up 8.6% from the prior quarter and 59.4% from the same quarter last year across all lines of business. Overall, momentum continues to build across our Investment Banking business, as the market opportunity improves and the investment we have made in our platform translates to increased market share. We are increasingly optimistic about the second half of 2024 and 2025 based on our backlog and trends we observe today.

Financial Summary

$ in thousands, except per share amounts			Three Months Ended May 31,															Six Months Ended May 31,
			2024						202313			% Change						2024						202313			% Change
Net revenues:
Investment Banking and Capital Markets			$	1,494,447					$	1,061,019		41%						$	2,945,735					$	2,278,151		29%
Asset Management			156,524						(30,899)			N/M						429,907						37,556			N/M
Other			5,474						7,490			(27)%						19,006						5,395			252%
Net revenues			1,656,445						1,037,610			60%						3,394,648						2,321,102			46%
Net earnings from continuing operations before income taxes			227,754						17,919			N/M						447,996						175,937			155%
Income tax expense			73,107						9,235			692%						129,066						37,929			240%
Net earnings from continuing operations			154,647						8,684			N/M						318,930						138,008			131%
Net income (losses) from discontinued operations, net of income taxes			40						—			N/M						(7,851)						—			N/M
Net earnings			154,687						8,684			N/M						311,079						138,008			125%
Net losses attributable to noncontrolling interests			(4,790)						(3,513)			36%						(12,228)						(9,568)			28%
Net losses attributable to redeemable noncontrolling interests			—						(198)			(100)%						—						(454)			(100)%
Preferred stock dividends			13,741						—			N/M						27,930						2,016			N/M
Net earnings attributable to common shareholders			$	145,736					$	12,395		N/M						$	295,377					$	146,014		102%
Earnings (losses) per common share:
Basic from continuing operations			$	0.66					$	0.05		N/M						$	1.37					$	0.60		128%
Basic from discontinued operations			—						—			N/M						(0.03)						—			N/M
Basic			$	0.66					$	0.05		N/M						$	1.34					$	0.60		124%
Diluted from continuing operations			$	0.64					$	0.05		N/M						$	1.34					$	0.60		123%
Diluted from discontinued operations			—						—			N/M						(0.03)						—			N/M
Diluted			$	0.64					$	0.05		N/M						$	1.31					$	0.60		118%
Weighted average common shares			219,971						242,568									219,935						240,825
Weighted average diluted common shares			226,146						245,413									225,587						246,870

    

N/M — Not Meaningful

* * * *

Amounts herein pertaining to May 31, 2024 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”). More information on our results of operations for the three and six months ended May 31, 2024 will be provided upon filing our Quarterly Report on Form 10-Q with the SEC, which we expect to file on or about July 9, 2024.

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).

Components of Numerators and Denominators for Earnings Per Common Share

1.Annualized return on adjusted tangible shareholders' equity represents a non-GAAP financial measure. Refer to schedule on page 11 for a reconciliation to U.S. GAAP amounts.

2.Shares outstanding on a fully diluted basis (a non-GAAP financial measure) is defined as common shares outstanding plus preferred shares, restricted stock units, stock options and other shares. Refer to schedule on page 12 for a reconciliation to U.S. GAAP amounts.

3.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 12 for a reconciliation to U.S. GAAP amounts.

4.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.

5.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.

6.Asset management fees and revenues include 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.

7.Number of trading loss days is calculated based on trading activities in our Investment Banking and Capital Markets and Asset Management business segments, excluding certain Other investments.

8.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, 2023.

9.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.

10.Tangible shareholders' equity (a non-GAAP financial measure) is defined as shareholders' equity less Intangible assets and goodwill. We believe that tangible shareholders' equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible shareholders' equity, making these ratios meaningful for investors.

11.Leverage ratio equals total assets divided by total equity.

12.Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets less goodwill and intangible assets divided by tangible shareholders' equity. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio.

13.During the third quarter of 2023, we refined our allocated net interest methodology to better reflect net interest expense across our business units based on use of capital. As a result, the presentation of Net revenues and Net revenues by source has been recast to conform with the revised methodology.

14.Beginning in fiscal 2024, we now refer to "Merchant banking" as “Other investments” in our Asset Management reportable segment.

The following tables reconcile our non-GAAP financial measures to their respective U.S. GAAP financial measures. Management believes such non-GAAP financial 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.

Annualized Return on Adjusted Tangible Equity Reconciliation

Adjusted Tangible Book Value and Fully Diluted Shares Outstanding GAAP Reconciliation

Reconciliation of book value (shareholders' equity) to adjusted tangible book value and common shares outstanding to fully diluted shares outstanding: