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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): September 25, 2024
________________________________
JEFFERIES FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
________________________________
New York 001-05721 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) 284-2300
(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
5.875% Senior Notes Due 2028 JEF 28 New York Stock Exchange
2.750% Senior Notes Due 2032 JEF 32A New York Stock Exchange
6.200% Senior Notes Due 2034 JEF 34 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 September 25, 2024, we issued a press release containing financial results for our quarter and nine months ended August 31, 2024. 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: September 25, 2024



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


EX-99 2 jfgpressrelease8-31x24.htm EX-99 Document

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FOR MORE INFORMATION
Jonathan Freedman 212.778.8913
For Immediate Release
Jefferies Financial Group Inc. (NYSE: JEF)
September 25, 2024
linejpeg.jpg
Jefferies Announces Third Quarter 2024 Financial Results
Q3 Financial Highlights
•Net earnings attributable to common shareholders of $167 million, or $0.75 per diluted common share
•Pre-tax income from continuing operations of $253 million
•QTD and YTD annualized adjusted net earnings to shareholders on adjusted tangible shareholders' equity from continuing operations1 of 10.3% and 10.0%, respectively
•Net revenues of $1.68 billion
Ø    Investment Banking net revenues of $949 million, including record quarterly advisory revenues of $592 million
Ø Capital Markets net revenues of $671 million
Ø Asset Management net revenues (before allocated net interest4) of $75 million
•At August 31, 2024, we had 205.5 million common shares outstanding and 253.8 million shares outstanding on a fully diluted basis2. Our book value per common share was $48.89 and adjusted tangible book value per fully diluted share3 was $31.87
Quarterly Cash Dividend
The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.35 per Jefferies common share, payable on November 27, 2024 to record holders of Jefferies common shares on November 18, 2024.
Management Comments
“Our third quarter net revenues of $1.68 billion reflect strong performance and continued momentum in Investment Banking, with particularly strong performance in Advisory and demonstrating the successful ongoing execution of our strategy to drive the growth of our business. We are pleased with the strength and direction of our profit margin and return metrics, and are optimistic about the balance of this year and our outlook for 2025.
"Our Investment Banking net revenues of $949 million were up 18.2% from the prior quarter and 47.3% from the same quarter last year, driven by an increase in advisory activity attributable to market share gains reflecting the early benefits of the investments we have made in our platform over the past few years, as well as improving market conditions.
"Capital Markets net revenues of $671 million were down only 3.0% versus an exceptionally strong prior quarter. Capital Markets net revenues were up 28.1% from the same quarter last year, driven by solid overall market conditions and strength across our diversified Equities and Fixed Income businesses. Equities net revenues increased 42.3% from the prior year comparable quarter, with strong performance in our cash and electronic businesses. Fixed Income net revenues increased 13.2% from the prior year comparable quarter, primarily reflecting strength across our credit trading businesses.
"While the market environment for certain of our Asset Management strategies proved challenging in the third quarter, our full year results are encouraging. Furthermore, we are very happy to have closed on the sale of OpNet during the quarter, the last in a series of transactions that monetized a substantial portion of our legacy merchant-banking assets. Achieving that goal further accelerates our efforts to build the very best ‘pure play’ global investment banking and capital markets firm.
1 Jefferies Financial Group


"Our Investment Banking pipeline remains strong heading into year-end and momentum across all of our business lines continues. We feel we have the right (and expanded) global team that is positioned exceptionally well to serve our clients, especially in a backdrop of declining interest rates and increasing activity driven by pent up demand for capital markets and advisory deal flow. After our heavy recent investment in human capital during the slowdown, now is the time for us to focus on executing for our clients and enhancing our overall market position around the world."
Richard Handler, CEO, and Brian Friedman, President
2 Jefferies Financial Group
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Financial Summary

$ in thousands, except per share amounts Three Months Ended
August 31,
Nine Months Ended
August 31,
2024
2023
% Change
2024
2023
% Change
Net revenues:
Investment Banking and Capital Markets $ 1,620,091  $ 1,168,231  39% $ 4,565,826  $ 3,446,382  32%
Asset Management 59,012  10,143  482% 488,919  47,699  925%
Other 4,449  3,735  19% 23,455  9,130  157%
Net revenues 1,683,552  1,182,109  42% 5,078,200  3,503,211  45%
Net earnings from continuing operations before income taxes 252,687  91,071  177% 700,683  267,008  162%
Income tax expense 78,011 37,124 110% 207,077 75,053 176%
Net earnings from continuing operations 174,676 53,947 224% 493,606 191,955 157%
Net earnings (losses) from discontinued operations (including gain on disposal), net of income taxes 6,363  N/M (1,488) N/M
Net earnings 181,039  53,947  236% 492,118  191,955  156%
Net losses attributable to noncontrolling interests (6,874) (3,772) 82% (19,102) (13,340) 43%
Net losses attributable to redeemable noncontrolling interests N/M (454) (100)%
Preferred stock dividends 20,785 6,300 230% 48,501 8,316 483%
Net earnings attributable to common shareholders $ 167,128 $ 51,419 225% $ 462,719 $ 197,433 134%
Earnings per common share:
Basic from continuing operations $ 0.75  $ 0.22  241% $ 2.12  $ 0.83  155%
Basic from discontinued operations 0.03  —  N/M —  —  N/M
Basic $ 0.78  $ 0.22  254% $ 2.12  $ 0.83  156%
Diluted from continuing operations $ 0.72  $ 0.22  227% $ 2.06  $ 0.82  151%
Diluted from discontinued operations 0.03  —  N/M —  —  N/M
Diluted $ 0.75  $ 0.22  243% $ 2.06  $ 0.82  152%
Weighted average common shares 214,452 228,353 218,106 236,666
Weighted average diluted common shares 221,699 232,041 224,180 240,658
    

N/M — Not Meaningful


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Highlights
Quarterly Results 2024 Versus 2023 Year-to-Date Results 2024 Versus 2023
•Net earnings attributable to common shareholders of $167 million, or $0.75 per diluted common share.
•Annualized adjusted net earnings to shareholders on adjusted tangible shareholders' equity from continuing operations1 of 10.3%.
•We had 205.5 million common shares outstanding and 253.8 million common shares outstanding on a fully diluted basis2 at August 31, 2024. Our book value per common share was $48.89 and tangible book value per fully diluted share3 was $31.87.
•Effective tax rate of 30.9%. The lower tax rate compared to the prior year quarter of 40.8% is primarily due to the higher amount of pre-tax income in the current quarter.

•Net earnings attributable to common shareholders of $463 million, or $2.06 per diluted common share.
•Annualized adjusted net earnings to shareholders on adjusted tangible shareholders' equity from continuing operations1 of 10.0%.
•Repurchased 1.1 million shares of common stock for $44 million, at an average price of $40.72 per share in connection with net-share settlements related to our equity compensation plans.
•Effective tax rate of 29.6%. The higher tax rate compared to the prior year period of 28.1% is primarily due to the smaller impact from share based awards.
Investment Banking and Capital Markets

Investment Banking and Capital Markets
•Investment Banking net revenues of $949 million were 47% higher than the prior year quarter, with particular strength within Advisory.
•Advisory net revenues of $592 million represents our best quarter on record and was higher than the prior year quarter, due to market share gains and increased global mergers and acquisitions activity.
•Underwriting net revenues of $333 million increased from the prior year quarter, driven by stronger leveraged finance activity. Equity underwriting net revenues remained flat compared to the prior year quarter.
•Capital Markets net revenues of $671 million were higher compared to the prior year quarter primarily due to stronger performance in Equities attributable to increased volumes and more favorable trading opportunities, while Fixed Income net revenues increased primarily reflecting stronger results across our credit trading businesses.

•Investment Banking net revenues of $2.49 billion were 46% higher than the prior year, with strength across all lines of business attributable primarily to market share gains in a stronger overall market for our services.
•Advisory net revenues of $1.21 billion were higher than prior year period, attributable primarily to market share gains.
•Underwriting net revenues of $1.13 billion increased from the prior year period, due to increased activity from both equity and debt underwriting.
•Capital Markets net revenues of $2.07 billion were higher compared to the prior year period primarily driven by stronger Equities net revenues attributable to continued market share gains during the period. Fixed Income net revenues remained consistent from the prior year period.
Asset Management

Asset Management
•Asset Management net revenues of $59 million were substantially higher than the prior year quarter, as Other investments13 net revenues were meaningfully higher due to the consolidation of Stratos and Tessellis, which resulted in increased revenues, as well as the absence this year of losses in OpNet incurred in the prior year quarter. Investment return net revenues decreased from the prior year quarter as the market environment for certain of our strategies proved challenging during the current quarter.

•Asset Management net revenues of $489 million were substantially higher than the prior year period, as Investment return net revenues improved due to stronger performance across multiple investment strategies and funds. In addition, Other investments13 net revenues were meaningfully higher than the prior year period largely due to the consolidation of Stratos and Tessellis which resulted in increased revenues.

* * * *

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Amounts herein pertaining to August 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 nine months ended August 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 October 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).

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Selected Financial Information
$ in thousands (unaudited) Three Months Ended Nine Months Ended
August 31,
2024
May 31,
2024
August 31,
2023
August 31,
2024
August 31,
2023
Net revenues by source:
Advisory $ 592,462  $ 283,898  $ 335,271  $ 1,214,927  $ 886,606 
Equity underwriting 150,096  249,187  154,211  608,586  428,085 
Debt underwriting 183,078  205,499  110,708  517,771  280,772 
Total underwriting 333,174  454,686  264,919  1,126,357  708,857 
Other investment banking 23,846  64,594  44,453  151,048  115,957 
Total Investment Banking
949,482  803,178  644,643  2,492,332  1,711,420 
Equities 381,426  407,092  268,015  1,147,656  852,000 
Fixed income 289,183  284,177  255,573  925,838  882,962 
Total Capital Markets
670,609  691,269  523,588  2,073,494  1,734,962 
Total Investment Banking and Capital Markets Net revenues5
1,620,091  1,494,447  1,168,231  4,565,826  3,446,382 
Asset management fees and revenues6
13,261  16,818  16,358  89,736  74,983 
Investment return (40,135) 32,942  31,658  110,447  91,569 
Other investments, inclusive of net interest13
101,902  122,767  (25,145) 335,767  (83,902)
Allocated net interest4
(16,016) (16,003) (12,728) (47,031) (34,951)
Total Asset Management Net revenues
59,012  156,524  10,143  488,919  47,699 
Other 4,449  5,474  3,735  23,455  9,130 
Total Net revenues by source $ 1,683,552  $ 1,656,445  $ 1,182,109  $ 5,078,200  $ 3,503,211 
Non-interest expenses:
Compensation and benefits $ 889,098  $ 861,993 $ 644,059 $ 2,677,962  $ 1,922,985
Brokerage and clearing fees 101,119  110,536 91,226 321,325  268,292
Underwriting costs 14,017  18,552 14,877 51,053  41,253
Technology and communications 136,953  135,238 122,579 409,703  354,900
Occupancy and equipment rental 30,078  29,327 27,711 87,558  79,421
Business development 68,152  68,630 41,467 194,433  121,892
Professional services 64,630  75,493 64,897 217,967  195,572
Depreciation and amortization
45,977  49,946 25,288 139,125  83,890
Cost of sales 37,400  37,462 1,618 109,533  6,148
Other 43,441  41,514 57,316 168,858  161,850
Total Non-interest expenses
$ 1,430,865  $ 1,428,691 $ 1,091,038 $ 4,377,517  $ 3,236,203
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Financial Data and Metrics
Unaudited Three Months Ended Nine Months Ended
August 31,
2024
May 31,
2024
August 31,
2023
August 31,
2024
August 31,
2023
Other Data:
Number of trading days 63 64 64 188 188
Number of trading loss days7
7 1 6 11 19
Average VaR (in millions)8
$ 11.35 $ 13.36 $ 13.87 $ 13.26 $ 13.98

In millions, except other data (unaudited) Three Months Ended
August 31,
2024
May 31,
2024
August 31,
2023
Financial position:
Total assets $ 63,275  $ 63,001  $ 56,045 
Cash and cash equivalents 10,573  10,842  8,817 
Financial instruments owned 24,039  22,787  22,805 
Level 3 financial instruments owned9
693  691  918 
Goodwill and intangible assets 2,073  2,057  1,872 
Total equity 10,115  9,952  9,765 
Total shareholders' equity 10,046  9,875  9,699 
Tangible shareholders' equity10
7,973  7,818  7,827 
Other data and financial ratios:
Leverage ratio11
6.3  6.3  5.7 
Tangible gross leverage ratio12
7.7  7.8  6.9 
Number of employees at period end 7,624  7,611  5,505 
Number of employees excluding OpNet and Stratos at period end 5,926  5,635  5,505 


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Components of Numerators and Denominators for Earnings Per Common Share

Three Months Ended
August 31,
Nine Months Ended
August 31,
In thousands, except per share amounts 2024 2023 2024 2023
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations $ 174,676  $ 53,947  $ 493,606  $ 191,955 
Less: Net losses attributable to noncontrolling interests (6,304) (3,772) (16,541) (13,794)
Mandatorily redeemable convertible preferred share dividends —  —  —  (2,016)
Allocation of earnings to participating securities (20,785) (6,369) (48,501) (7,344)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share $ 160,195  $ 51,350  $ 461,646  $ 196,389 
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share $ 160,195  $ 51,350  $ 461,646  $ 196,389 
Numerator for earnings per common share from discontinued operations:
Net earnings (losses) from discontinued operations (including gain on disposal), net of taxes $ 6,363  $ —  $ (1,488) $ — 
Less: Net losses attributable to noncontrolling interests (570) —  (2,561) — 
Net earnings (losses) from discontinued operations attributable to common shareholders for basic and diluted earnings per share $ 6,933  $ —  $ 1,073  $ — 
Net earnings attributable to common shareholders for basic earnings per share $ 167,128  $ 51,350  $ 462,719  $ 196,389 
Net earnings attributable to common shareholders for diluted earnings per share $ 167,128  $ 51,350  $ 462,719  $ 196,389 
Denominator for earnings per common share:
Weighted average common shares outstanding 206,418  218,411  209,997  226,265 
Weighted average shares of restricted stock outstanding with future service required (2,305) (1,793) (2,346) (1,923)
Weighted average restricted stock units outstanding with no future service required 10,339  11,735  10,455  12,324 
Weighted average basic common shares 214,452  228,353  218,106  236,666 
Stock options and other share-based awards 4,189  2,047  3,369  2,064 
Senior executive compensation plan restricted stock unit awards 3,058  1,641  2,705  1,928 
Weighted average diluted common shares 221,699  232,041  224,180  240,658 
Earnings (losses) per common share:
Basic from continuing operations $ 0.75  $ 0.22  $ 2.12  $ 0.83 
Basic from discontinued operations 0.03  —  —  — 
Basic $ 0.78  $ 0.22  $ 2.12  $ 0.83 
Diluted from continuing operations $ 0.72  $ 0.22  $ 2.06  $ 0.82 
Diluted from discontinued operations 0.03  —  —  — 
Diluted $ 0.75  $ 0.22  $ 2.06  $ 0.82 

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Notes
1.Annualized adjusted net earnings to shareholders on adjusted tangible shareholders' equity from continuing operations represents a non-GAAP financial measure. Refer to schedule on page 10 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 11 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 11 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.Beginning in fiscal 2024, we now refer to "Merchant banking" as “Other investments” in our Asset Management reportable segment.




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Non-GAAP Reconciliations
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
Three Months Ended
August 31,
Nine Months Ended
August 31,
$ in thousands 2024 2023 2024 2023
Net earnings attributable to common shareholders (GAAP) $ 167,128  $ 51,419  $ 462,719  $ 197,433 
Intangible amortization and impairment expense, net of tax 5,958  1,480  15,900  4,700 
Adjusted net earnings to common shareholders (non-GAAP) 173,086  52,899  478,619  202,133 
Preferred stock dividends 20,785  6,300  48,501  8,316 
Adjusted net earnings to total shareholders (non-GAAP) $ 193,871  $ 59,199  $ 527,120  $ 210,449 
Annualized adjusted net earnings to total shareholders (non-GAAP) $ 775,484  $ 236,796  $ 702,827  $ 280,599 
Net earnings impact for net (earnings) losses from discontinued operations, net of noncontrolling interests (6,933) —  (1,073) — 
Adjusted net earnings to total shareholders from continuing operations (non-GAAP) 186,938  59,199  526,047  210,449 
Annualized adjusted net earnings to total shareholders from continuing operations (non-GAAP) 747,752  236,796  701,396  280,599 
May 31, November 30,
2024 2023 2023 2022
Shareholders' equity (GAAP) $ 9,875,056 $ 9,695,655 $ 9,709,827 $ 10,232,845
Less: Intangible assets, net and goodwill (2,057,302) (1,873,123) (2,044,776) (1,875,576)
Less: Deferred tax asset, net (512,042) (502,442) (458,343) (387,862)
Less: Weighted average impact of dividends and share repurchases
(57,836) (49,481) (157,739) (147,972)
Adjusted tangible shareholders' equity (non-GAAP) $ 7,247,876 $ 7,270,609 $ 7,048,969 $ 7,821,435
Annualized return on adjusted tangible shareholders' equity (non-GAAP) 10.7  % 3.3  % 10.0  % 3.6  %
Annualized adjusted net earnings to shareholders on adjusted tangible shareholders' equity from continuing operations (non-GAAP) 10.3  % 3.3  % 10.0  % 3.6  %

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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:
$ in thousands, except per share amounts August 31, 2024
Book value (GAAP) $ 10,045,945 
Stock options(1)
114,939 
Intangible assets, net and goodwill (2,073,105)
Adjusted tangible book value (non-GAAP) $ 8,087,779 
Common shares outstanding (GAAP) 205,495 
Preferred shares 27,563 
Restricted stock units ("RSUs") 14,298 
Stock options(1)
5,065 
Other 1,378 
Adjusted fully diluted shares outstanding (non-GAAP)(2)
253,799 
Book value per common share outstanding $ 48.89 
Adjusted tangible book value per fully diluted share outstanding (non-GAAP) $ 31.87 
(1)
Stock options added to book value are equal to the total number of stock options outstanding as of August 31, 2024 of 5.1 million multiplied by the weighted average exercise price of $22.69 on August 31, 2024.
(2)
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 impact of convertible preferred shares if-converted to common shares.




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