10-Q
Jefferies Financial Group Inc. (JEF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended February 28, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission file number 1-05721
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
| New York | 13-2615557 | ||
|---|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (I.R.S. Employer<br><br>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
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of each of the issuer’s classes of common stock at March 31, 2025 was 206,255,979.
Jefferies Financial Group, Inc.
Index to Quarterly Report on Form 10-Q
February 28, 2025
| PART I. FINANCIAL INFORMATION | |
|---|---|
| Page | |
| Item 1. Financial Statements | 2 |
| Consolidated Statements of Financial Condition (Unaudited) ......................................................................................................... | 2 |
| Consolidated Statements of Earnings (Unaudited) ............................................................................................................................ | 3 |
| Consolidated Statements of Comprehensive Income (Unaudited) .................................................................................................. | 4 |
| Consolidated Statements of Changes in Equity (Unaudited) ............................................................................................................ | 5 |
| Consolidated Statements of Cash Flows (Unaudited) ....................................................................................................................... | 6 |
| Notes to Consolidated Financial Statements (Unaudited) ................................................................................................................ | 8 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................................... | 42 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk .................................................................................................... | 63 |
| Item 4. Controls and Procedures .................................................................................................................................................................. | 63 |
| PART II. OTHER INFORMATION | |
| Item 1. Legal Proceedings ............................................................................................................................................................................. | 64 |
| Item 1A. Risk Factors ..................................................................................................................................................................................... | 64 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .................................................................................................. | 64 |
| Item 5. Other Information .............................................................................................................................................................................. | 64 |
| Item 6. Exhibits ................................................................................................................................................................................................ | 64 |
| 2 | Jefferies Financial Group Inc. |
| --- | --- |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
| Consolidated Statements of Financial Condition (Unaudited) | ||
|---|---|---|
| $ in thousands, except share and per share amounts | February 28,<br><br>2025 | November 30,<br><br>2024 |
| Assets | ||
| Cash and cash equivalents .............................................................................................................................................................. | $11,176,343 | $12,153,414 |
| Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository<br><br>organizations (includes $381,467 and $120,414 of securities at fair value) ....................................................................... | 1,665,894 | 1,132,612 |
| Financial instruments owned, at fair value (includes securities pledged of $19,399,604 and $18,441,751) ...................... | 26,087,291 | 24,138,274 |
| Investments in and loans to related parties .................................................................................................................................. | 1,383,293 | 1,385,658 |
| Securities borrowed .......................................................................................................................................................................... | 8,402,198 | 7,213,421 |
| Securities purchased under agreements to resell ........................................................................................................................ | 8,125,231 | 6,179,653 |
| Securities received as collateral, at fair value ............................................................................................................................... | 287,078 | 185,588 |
| Receivables: | ||
| Brokers, dealers and clearing organizations .............................................................................................................................. | 3,534,080 | 2,666,591 |
| Customers ....................................................................................................................................................................................... | 2,462,027 | 2,494,717 |
| Fees, interest and other ................................................................................................................................................................. | 707,151 | 663,536 |
| Premises and equipment .................................................................................................................................................................. | 1,217,202 | 1,194,720 |
| Goodwill .............................................................................................................................................................................................. | 1,824,647 | 1,827,938 |
| Assets held for sale ........................................................................................................................................................................... | 51,885 | 51,885 |
| Other assets (includes assets pledged of $472,953 and $429,347) ......................................................................................... | 3,294,571 | 3,072,302 |
| Total assets ........................................................................................................................................................................................ | $70,218,891 | $64,360,309 |
| Liabilities and Equity | ||
| Short-term borrowings ...................................................................................................................................................................... | $1,172,806 | $443,160 |
| Financial instruments sold, not yet purchased, at fair value ....................................................................................................... | 13,997,227 | 11,007,328 |
| Securities loaned ............................................................................................................................................................................... | 2,501,643 | 2,540,861 |
| Securities sold under agreements to repurchase ......................................................................................................................... | 13,664,290 | 12,337,935 |
| Other secured financings (includes $22,231 and $24,848 at fair value) ................................................................................... | 2,280,003 | 2,183,000 |
| Obligation to return securities received as collateral, at fair value ............................................................................................ | 287,078 | 185,588 |
| Payables: | ||
| Brokers, dealers and clearing organizations .............................................................................................................................. | 4,221,702 | 3,686,367 |
| Customers ....................................................................................................................................................................................... | 4,122,388 | 4,073,975 |
| Lease liabilities .................................................................................................................................................................................. | 616,031 | 635,306 |
| Accrued expenses and other liabilities ........................................................................................................................................... | 2,301,325 | 3,510,831 |
| Long-term debt (includes $3,075,403 and $2,351,346 at fair value) .......................................................................................... | 14,785,553 | 13,530,565 |
| Total liabilities ................................................................................................................................................................................... | 59,950,046 | 54,134,916 |
| Mezzanine Equity | ||
| Redeemable noncontrolling interests ............................................................................................................................................. | 406 | 406 |
| Equity | ||
| Preferred shares, par value of $1 per share, authorized 70,000 shares; 55,125 shares issued and outstanding;<br><br>liquidation preference of $17,500 per share ............................................................................................................................. | 55 | 55 |
| Common shares, par value $1 per share, authorized 565,000,000 shares; 206,249,504 and 205,504,272 shares<br><br>issued and outstanding, after deducting 114,868,566 and 115,613,798 shares held in treasury ..................................... | 206,250 | 205,504 |
| Non-voting common shares, par value $1 per share, authorized 35,000,000, shares; no shares issued and<br><br>outstanding .................................................................................................................................................................................... | — | — |
| Additional paid-in capital .................................................................................................................................................................. | 2,094,138 | 2,104,199 |
| Accumulated other comprehensive loss ....................................................................................................................................... | (408,072) | (423,131) |
| Retained earnings .............................................................................................................................................................................. | 8,311,857 | 8,270,145 |
| Total Jefferies Financial Group Inc. shareholders' equity ......................................................................................................... | 10,204,228 | 10,156,772 |
| Noncontrolling interests ................................................................................................................................................................... | 64,211 | 68,215 |
| Total equity ........................................................................................................................................................................................ | 10,268,439 | 10,224,987 |
| Total liabilities and equity ............................................................................................................................................................... | $70,218,891 | $64,360,309 |
See accompanying notes to consolidated financial statements.
| February 2025 Form 10-Q | 3 |
|---|
Consolidated Statements of Earnings (Unaudited)
| $ in thousands, except per share amounts | Three Months Ended | |
|---|---|---|
| February 28,<br><br>2025 | February 29,<br><br>2024 | |
| Revenues | ||
| Investment banking ................................................................................................................................................................... | $729,510 | $679,065 |
| Principal transactions ............................................................................................................................................................... | 407,230 | 640,736 |
| Commissions and other fees .................................................................................................................................................. | 288,300 | 245,543 |
| Asset management fees and revenues ................................................................................................................................. | 85,408 | 50,372 |
| Interest ........................................................................................................................................................................................ | 845,171 | 819,489 |
| Other ............................................................................................................................................................................................ | 117,245 | 116,737 |
| Total revenues ........................................................................................................................................................................... | 2,472,864 | 2,551,942 |
| Interest expense ........................................................................................................................................................................ | 879,845 | 813,739 |
| Net revenues .............................................................................................................................................................................. | 1,593,019 | 1,738,203 |
| Non-interest expenses | ||
| Compensation and benefits ..................................................................................................................................................... | 841,127 | 926,871 |
| Brokerage and clearing fees .................................................................................................................................................... | 109,436 | 109,670 |
| Underwriting costs .................................................................................................................................................................... | 17,846 | 18,484 |
| Technology and communications .......................................................................................................................................... | 139,475 | 137,512 |
| Occupancy and equipment rental ........................................................................................................................................... | 30,199 | 28,153 |
| Business development ............................................................................................................................................................. | 72,291 | 57,651 |
| Professional services ............................................................................................................................................................... | 72,466 | 77,844 |
| Depreciation and amortization ................................................................................................................................................ | 30,988 | 43,202 |
| Cost of sales .............................................................................................................................................................................. | 41,568 | 34,671 |
| Other expenses .......................................................................................................................................................................... | 86,558 | 83,903 |
| Total non-interest expenses ................................................................................................................................................... | 1,441,954 | 1,517,961 |
| Earnings from continuing operations before income taxes ................................................................................................ | 151,065 | 220,242 |
| Income tax expense .................................................................................................................................................................. | 14,216 | 55,959 |
| Net earnings from continuing operations .............................................................................................................................. | 136,849 | 164,283 |
| Net losses from discontinued operations, net of income tax benefit of $3,003 .............................................................. | — | (7,891) |
| Net earnings ............................................................................................................................................................................... | 136,849 | 156,392 |
| Net losses attributable to noncontrolling interests .............................................................................................................. | (6,983) | (7,438) |
| Preferred stock dividends ........................................................................................................................................................ | 16,039 | 14,189 |
| Net earnings attributable to common shareholders ........................................................................................................... | $127,793 | $149,641 |
| Earnings per common share | ||
| Basic from continuing operations ........................................................................................................................................... | $0.60 | $0.71 |
| Diluted from continuing operations ........................................................................................................................................ | 0.57 | 0.69 |
| Basic ............................................................................................................................................................................................ | 0.60 | 0.68 |
| Diluted ......................................................................................................................................................................................... | 0.57 | 0.66 |
| Weighted-average common shares outstanding ................................................................................................................ | ||
| Basic ............................................................................................................................................................................................ | 214,536 | 220,046 |
| Diluted ......................................................................................................................................................................................... | 222,448 | 225,291 |
See accompanying notes to consolidated financial statements.
| 4 | Jefferies Financial Group Inc. |
|---|
Consolidated Statements of Comprehensive Income (Unaudited)
| $ in thousands | Three Months Ended | |
|---|---|---|
| February 28,<br><br>2025 | February 29,<br><br>2024 | |
| Net earnings .................................................................................................................................................................................. | $136,849 | $156,392 |
| Other comprehensive income (loss), net of tax: | ||
| Currency translation adjustments and other (1) ..................................................................................................................... | (15,322) | (99) |
| Changes in fair value related to instrument-specific credit risk (2) ...................................................................................... | 30,256 | (2,752) |
| Unrealized gains on available-for-sale-securities ................................................................................................................... | 125 | 1,958 |
| Total other comprehensive income (loss), net of tax (3) ...................................................................................................... | 15,059 | (893) |
| Comprehensive income ............................................................................................................................................................... | 151,908 | 155,499 |
| Net losses attributable to noncontrolling interests ................................................................................................................. | (6,983) | (7,438) |
| Preferred stock dividends ............................................................................................................................................................ | 16,039 | 14,189 |
| Comprehensive income attributable to common shareholders ........................................................................................... | $142,852 | $148,748 |
(1)Includes income tax benefit of $4.5 million and $14.0 thousand for the three months ended February 28, 2025, and February 29, 2024, respectively.
(2)Includes income tax (expense) benefit of $(10.6) million and $1.2 million for the three months ended February 28, 2025 and February 29, 2024,
respectively.
(3)Includes unrealized losses of $0.2 million for the three months ended February 28, 2025 related to currency translation adjustments attributable to
noncontrolling interests.
See accompanying notes to consolidated financial statements.
| February 2025 Form 10-Q | 5 |
|---|
Consolidated Statements of Changes in Equity (Unaudited)
| in thousands | |
|---|---|
| February 29,<br><br>2024 | |
| Preferred shares 1 par value | |
| Balance, beginning of period .................................................................................................................................................... | $42 |
| Balance, end of period .............................................................................................................................................................. | $42 |
| Common shares 1 par value | |
| Balance, beginning of period .................................................................................................................................................... | $210,627 |
| Purchase of common shares for treasury .......................................................................................................................... | (1,067) |
| Other ......................................................................................................................................................................................... | 2,441 |
| Balance, end of period .............................................................................................................................................................. | $212,001 |
| Additional paid-in capital | |
| Balance, beginning of period .................................................................................................................................................... | $2,044,859 |
| Share-based compensation expense .................................................................................................................................. | 20,215 |
| Purchase of common shares for treasury .......................................................................................................................... | (41,966) |
| Dividend equivalents .............................................................................................................................................................. | 4,754 |
| Change in equity interest related to consolidated subsidiaries ....................................................................................... | — |
| Other ......................................................................................................................................................................................... | (1,278) |
| Balance, end of period .............................................................................................................................................................. | $2,026,584 |
| Accumulated other comprehensive loss, net of tax | |
| Balance, beginning of period .................................................................................................................................................... | $(395,545) |
| Other comprehensive income (loss), net of taxes ............................................................................................................. | (893) |
| Balance, end of period .............................................................................................................................................................. | $(396,438) |
| Retained earnings | |
| Balance, beginning of period .................................................................................................................................................... | $7,849,844 |
| Net earnings attributable to Jefferies Financial Group Inc. .............................................................................................. | 163,830 |
| Dividends - common shares (0.40 and 0.30 per share) ................................................................................................ | (68,363) |
| Dividends - preferred shares ................................................................................................................................................. | (6,300) |
| Cumulative effect of change in accounting principle for current expected credit losses, net of tax ......................... | (644) |
| Other ......................................................................................................................................................................................... | (459) |
| Balance, end of period .............................................................................................................................................................. | $7,937,908 |
| Total Jefferies Financial Group Inc. shareholders' equity ................................................................................................. | $9,780,097 |
| Noncontrolling interests | |
| Balance, beginning of period .................................................................................................................................................... | $92,308 |
| Net losses attributable to noncontrolling interests ........................................................................................................... | (7,438) |
| Contributions ........................................................................................................................................................................... | 9,316 |
| Distributions ............................................................................................................................................................................ | (7,126) |
| Change in equity interest related to consolidated subsidiaries ....................................................................................... | — |
| Other ......................................................................................................................................................................................... | 312 |
| Balance, end of period .............................................................................................................................................................. | $87,372 |
| Total equity ................................................................................................................................................................................. | $9,867,469 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
| 6 | Jefferies Financial Group Inc. |
|---|
Consolidated Statements of Cash Flows (Unaudited)
| $ in thousands | Three Months Ended | |
|---|---|---|
| February 28,<br><br>2025 | February 29,<br><br>2024 | |
| Cash flows from operating activities: | ||
| Net earnings ...................................................................................................................................................................................... | $136,849 | $156,392 |
| Adjustments to reconcile net earnings to net cash used in operating activities: | ||
| Depreciation and amortization .................................................................................................................................................... | 32,995 | 44,199 |
| Share-based compensation ......................................................................................................................................................... | 35,637 | 20,215 |
| Net bad debt expense ................................................................................................................................................................... | 7,493 | 39,712 |
| Income on investments in and loans to related parties ........................................................................................................... | (7,052) | (8,692) |
| Distributions received on investments in related parties ........................................................................................................ | 16,142 | 855 |
| Other adjustments ......................................................................................................................................................................... | (44,419) | 75,411 |
| Net change in assets and liabilities: | ||
| Receivables: | ||
| Brokers, dealers and clearing organizations .......................................................................................................................... | (877,505) | (629,142) |
| Customers ................................................................................................................................................................................... | 32,699 | (155,699) |
| Fees, interest and other ............................................................................................................................................................. | (47,567) | (11,191) |
| Securities borrowed ...................................................................................................................................................................... | (1,198,188) | 401,010 |
| Financial instruments owned ....................................................................................................................................................... | (2,271,617) | (1,492,492) |
| Securities purchased under agreements to resell .................................................................................................................... | (1,976,348) | (1,604,900) |
| Other assets ................................................................................................................................................................................... | (236,583) | (504,938) |
| Payables: | ||
| Brokers, dealers and clearing organizations .......................................................................................................................... | 546,020 | 212,200 |
| Customers ................................................................................................................................................................................... | 48,413 | 241,605 |
| Securities loaned ........................................................................................................................................................................... | (30,136) | 870,714 |
| Financial instruments sold, not yet purchased ......................................................................................................................... | 3,027,469 | 801,138 |
| Securities sold under agreements to repurchase ..................................................................................................................... | 1,359,656 | 684,917 |
| Lease liabilities .............................................................................................................................................................................. | (21,429) | (27,895) |
| Accrued expenses and other liabilities ...................................................................................................................................... | (1,197,694) | (371,040) |
| Net cash used in operating activities from continuing operations ......................................................................................... | (2,665,165) | (1,257,621) |
| Net cash provided by (used in) operating activities from discontinued operations ............................................................ | — | (45,282) |
| Cash flows from investing activities: | ||
| Contributions to investments in and loans to related parties ................................................................................................. | (21,949) | (47,751) |
| Capital distributions from investments and repayments of loans from related parties ..................................................... | 13,752 | 4,977 |
| Originations and purchases of automobile loans, notes and other receivables .................................................................. | — | (89,540) |
| Principal collections of automobile loans, notes and other receivables ............................................................................... | — | 83,268 |
| Net payments on premises and equipment .............................................................................................................................. | (49,578) | (96,241) |
| Net cash used in investing activities from continuing operations .......................................................................................... | (57,775) | (145,287) |
| February 2025 Form 10-Q | 7 | |
| --- | --- |
Consolidated Statements of Cash Flows (Unaudited)
| $ in thousands | Three Months Ended | |
|---|---|---|
| February 28,<br><br>2025 | February 29,<br><br>2024 | |
| Cash flows from financing activities: | ||
| Proceeds from short-term borrowings ....................................................................................................................................... | $3,253,704 | $847,000 |
| Payments on short-term borrowings .......................................................................................................................................... | (2,662,000) | (568,739) |
| Proceeds from issuance of long-term debt, net of issuance costs ....................................................................................... | 1,536,928 | 359,380 |
| Repayment of long-term debt ...................................................................................................................................................... | (188,890) | (317,794) |
| Purchase of common shares for treasury ................................................................................................................................. | (56,318) | (43,033) |
| Dividends paid to common and preferred shareholders ......................................................................................................... | (92,735) | (69,909) |
| Net proceeds from other secured financings ........................................................................................................................... | 98,941 | 124,715 |
| Net change in bank overdrafts .................................................................................................................................................... | 137,305 | (13,609) |
| Proceeds from contributions of noncontrolling interests ....................................................................................................... | 104 | 9,316 |
| Payments on distributions to noncontrolling interests ............................................................................................................ | (2,795) | (7,126) |
| Other ................................................................................................................................................................................................ | 1,916 | 704 |
| Net cash provided by financing activities from continuing operations .................................................................................. | 2,026,160 | 320,905 |
| Net cash provided by (used in) financing activities from discontinued operations ............................................................. | — | (3,297) |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash ............................................................... | (8,062) | (1,683) |
| Change in cash, cash equivalents, and restricted cash reclassified from (to) assets held for sale .................................... | — | (13,796) |
| Net decrease in cash, cash equivalents, and restricted cash .................................................................................................... | (704,842) | (1,132,265) |
| Cash, cash equivalents, and restricted cash at beginning of period ........................................................................................ | 13,165,612 | 9,830,758 |
| Cash, cash equivalents, and restricted cash at end of period .................................................................................................. | $12,460,770 | $8,684,697 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid during the period for: | ||
| Interest ............................................................................................................................................................................................ | $845,673 | $839,475 |
| Income taxes, net .......................................................................................................................................................................... | 9,089 | 25,927 |
Noncash investing activities:
During the three months ended February 28, 2025, we donated land with a fair market value of $5.7 million.
Noncash financing activities:
During the three months ended February 29, 2024, we purchased common shares for treasury of $1.2 million.
Cash, cash equivalents and restricted cash by category in our Consolidated Statements of Financial Condition:
| February 28, | November 30, | |
|---|---|---|
| $ in thousands | 2025 | 2024 |
| Cash and cash equivalents ........................................................................................................................................... | $11,176,343 | $12,153,414 |
| Cash on deposit for regulatory purposes with clearing and depository organizations ....................................... | 1,284,427 | 1,012,198 |
| Total cash, cash equivalents and restricted cash .................................................................................................... | $12,460,770 | $13,165,612 |
See accompanying notes to consolidated financial statements.
| 8 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
(Unaudited)
Index
| Page | |
|---|---|
| Note 1. Organization and Basis of Presentation ...................................................................................................................................................................... | 9 |
| Note 2. Summary of Significant Accounting Policies ............................................................................................................................................................. | 9 |
| Note 3. Accounting Developments ............................................................................................................................................................................................ | 10 |
| Note 4. Business Acquisitions .................................................................................................................................................................................................... | 10 |
| Note 5. Assets Held for Sale and Discontinued Operations ................................................................................................................................................... | 11 |
| Note 6. Fair Value Disclosures .................................................................................................................................................................................................... | 12 |
| Note 7. Derivative Financial Instruments .................................................................................................................................................................................. | 20 |
| Note 8. Collateralized Transactions ........................................................................................................................................................................................... | 23 |
| Note 9. Securitization Activities ................................................................................................................................................................................................. | 25 |
| Note 10. Variable Interest Entities .............................................................................................................................................................................................. | 25 |
| Note 11. Investments ................................................................................................................................................................................................................... | 28 |
| Note 12. Credit Losses on Financial Assets Measured at Amortized Cost ......................................................................................................................... | 30 |
| Note 13. Goodwill and Intangible Assets .................................................................................................................................................................................. | 31 |
| Note 14. Revenues from Contracts with Customers ............................................................................................................................................................... | 32 |
| Note 15. Compensation Plans .................................................................................................................................................................................................... | 33 |
| Note 16. Borrowings ..................................................................................................................................................................................................................... | 33 |
| Note 17. Total Equity .................................................................................................................................................................................................................... | 35 |
| Note 18. Income Taxes ................................................................................................................................................................................................................ | 37 |
| Note 19. Commitments, Contingencies and Guarantees ....................................................................................................................................................... | 37 |
| Note 20. Regulatory Requirements ............................................................................................................................................................................................ | 38 |
| Note 21. Segment Reporting ....................................................................................................................................................................................................... | 39 |
| Note 22. Related Party Transactions ......................................................................................................................................................................................... | 40 |
| February 2025 Form 10-Q | 9 |
| --- | --- |
Notes to Consolidated Financial Statements
Note 1. Organization and Basis of Presentation
Organization
Jefferies Financial Group Inc. is a U.S.-headquartered global full
service, integrated investment banking and capital markets firm.
The accompanying Consolidated Financial Statements represent
the accounts of Jefferies Financial Group Inc. and subsidiaries
(together, the “Company,” “we” or “us”). We, collectively with our
consolidated subsidiaries and through our affiliates, deliver a
broad range of financial services across investment banking,
capital markets and asset management.
We operate in two reportable business segments: (1) Investment
Banking and Capital Markets and (2) Asset Management. The
Investment Banking and Capital Markets reportable business
segment includes our capital markets activities and our
investment banking business, which provides underwriting and
financial advisory services to our clients. We operate in the
Americas; Europe and the Middle East; and Asia-Pacific.
Investment Banking and Capital Markets also includes our
corporate lending joint venture (“Jefferies Finance LLC” or
“Jefferies Finance”), our commercial real estate joint venture
(“Berkadia Commercial Holding LLC” or “Berkadia”) and
historically our automobile lending and servicing activities. The
Asset Management reportable business segment provides
alternative investment management services to investors in the
U.S. and overseas and generates investment income from capital
invested in and managed by us or our affiliated asset managers,
and includes certain remaining businesses and assets of our
legacy merchant banking portfolio.
During the fourth quarter of 2023, we acquired Stratos Group
International (“Stratos”) (formerly FXCM Group, LLC, or “FXCM”)
and OpNet S.p.A. (“OpNet,” formerly known as “Linkem”),
investments in our legacy merchant banking portfolio which
became consolidated subsidiaries. In April 2024, we finalized the
sale of Foursight Capital LLC (“Foursight”). In February 2024,
OpNet agreed to sell substantially all of its wholesale operating
assets to Wind Tre S.p.A., a subsidiary of CK Hutchison Group
Telecom Holdings Ltd. The sale closed in August 2024. Refer to
Note 4, Business Acquisitions and Note 5, Assets Held for Sale
and Discontinued Operations for further information.
Basis of Presentation
The accompanying consolidated financial statements have been
prepared in accordance with U.S. generally accepted accounting
principles (“U.S. GAAP”) and should be read in conjunction with
our consolidated financial statements and notes thereto included
in our Annual Report on Form 10-K for the year ended
November 30, 2024. Certain footnote disclosures included in our
Annual Report on Form 10-K for the year ended November 30,
2024 have been condensed or omitted from the consolidated
financial statements as they are not required for interim reporting
under U.S. GAAP. The consolidated financial statements reflect
all adjustments of a normal, recurring nature that are, in the
opinion of management, necessary for the fair presentation of
the results for the interim period. The results presented in our
consolidated financial statements for interim periods are not
necessarily indicative of the results for the entire year.
We have made a number of estimates and assumptions relating
to the reporting of assets and liabilities, the disclosure of
contingent assets and liabilities and the reported amounts of
revenues and expenses during the reporting period to prepare
these consolidated financial statements in conformity with U.S.
GAAP. The most important of these estimates and assumptions
relate to fair value measurements, compensation and benefits,
goodwill and intangible assets and the accounting for income
taxes. Although these and other estimates and assumptions are
based on the best available information, actual results could be
materially different from these estimates.
Consolidation
Our policy is to consolidate all entities that we control by
ownership of a majority of the outstanding voting stock. In
addition, we consolidate entities that meet the definition of a
variable interest entity (“VIE”) for which we are the primary
beneficiary. The primary beneficiary is the party who has the
power to direct the activities of a VIE that most significantly
impact the entity’s economic performance and who has an
obligation to absorb losses of the entity or a right to receive
benefits from the entity that could potentially be significant to the
entity. For consolidated entities that are less than wholly-owned,
the third-party’s holding of equity interest is presented as
Noncontrolling interests in our Consolidated Statements of
Financial Condition and Consolidated Statements of Changes in
Equity. The portion of net earnings attributable to the
noncontrolling interests is presented as Net earnings (losses)
attributable to noncontrolling interests in our Consolidated
Statements of Earnings.
In situations in which we have significant influence, but not
control, of an entity that does not qualify as a VIE, we apply either
the equity method of accounting or fair value accounting
pursuant to the fair value option election under U.S. GAAP, with
our portion of net earnings or gains and losses recorded in Other
revenues or Principal transactions revenues, respectively. We
also have formed nonconsolidated investment vehicles with
third-party investors that are typically organized as partnerships
or limited liability companies and are carried at fair value. We act
as general partner or managing member for these investment
vehicles and have generally provided the third-party investors
with termination or “kick-out” rights.
Intercompany accounts and transactions are eliminated in
consolidation.
Note 2. Summary of Significant Accounting Policies
For a detailed discussion about the Company’s significant
accounting policies, refer to Note 2, Summary of Significant
Accounting Policies in our consolidated financial statements
included in Part II, Item 8 of our Annual Report on Form 10-K for
the year ended November 30, 2024.
During the three months ended February 28, 2025, there were no
significant changes made to the Company’s significant
accounting policies.
| 10 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
Note 3. Accounting Developments
Accounting Standards to be Adopted in Future Periods
Segment Reporting. In November 2023, the Financial Accounting
Standards Board (“FASB”) issued ASU No. 2023-07 (“ASU
2023-07”), Improvements to Reportable Segment Disclosures.
The guidance primarily will require enhanced disclosures about
significant segment expenses. The amendments in ASU 2023-07
are effective for fiscal years beginning after December 15, 2023,
and interim periods within fiscal years beginning after December
15, 2024, with early adoption permitted, and are to be applied on
a retrospective basis. We are evaluating the impact of the
standard on our segment reporting disclosures.
Income Taxes. In December 2023, the FASB issued ASU No.
2023-09 (“ASU 2023-09”), Improvements to Income Tax
Disclosures. The guidance is intended to improve income tax
disclosure requirements by requiring (i) consistent categories
and greater disaggregation of information in the rate
reconciliation and (ii) the disaggregation of income taxes paid by
jurisdiction. The guidance makes several other changes to the
income tax disclosure requirements. The amendments in ASU
2023-09 are effective for fiscal years beginning after December
15, 2024, with early adoption permitted, and are required to be
applied prospectively with the option of retrospective application.
We are evaluating the impact of the standard on our income tax
disclosures.
Expenses. In November 2024, the FASB issued ASU No. 2024-03
(“ASU 2024-03”), Disaggregation of Income Statement Expenses.
The guidance primarily will require enhanced disclosures about
certain types of expenses. The amendments in ASU 2024-03 are
effective for fiscal years beginning after December 15, 2026, and
interim periods within fiscal years beginning after December 15,
2027 and may be applied either on a prospective or retrospective
basis. We are evaluating the impact of the standard on our
disclosures.
Note 4. Business Acquisitions
We acquired OpNet during the fourth quarter of 2023. OpNet is a
fixed wireless broadband service provider in Italy and also owned
a majority of the common shares of Tessellis S.p.A. (“Tessellis”),
a telecommunications company publicly listed on the Italian
stock exchange. Upon obtaining control of OpNet, we accounted
for under this transaction under the acquisition method of
accounting, which requires that the assets acquired, including
identifiable intangible assets, and liabilities assumed to be
recognized at their respective fair values as of the acquisition
date.
OpNet
We historically owned 47.4% of the common shares and 50.0% of
the voting rights of OpNet and various classes of convertible
preferred stock issued by OpNet (the “preferred shares”). On
November 30, 2023, we provided notice of our intent to convert
certain classes of our preferred shares into common shares and,
as a result, we obtained control of OpNet. Upon conversion on
May 7, 2024, our ownership increased to 57.5% of the common
shares and our voting rights increased to 72.5% of the aggregate
voting rights of OpNet.
Upon obtaining control of OpNet on November 30, 2023, the
assets and liabilities of OpNet have been included in our
consolidated financial statements. The initial consolidation of
OpNet was accounted for under the acquisition method of
accounting and we remeasured our previously existing interests
at fair value and recognized a gain of $115.8 million, representing
the excess of the fair value of our previously existing interests
over the carrying value of our investment of $201.6 million.
The fair value of the previously existing interests was measured
based on an estimate of what could be recognized in a sale
transaction for wholesale net operating assets operating assets
of OpNet, which have been classified as held for sale. The
remaining identifiable assets and assumed liabilities of OpNet
represented the assets and liabilities of Tessellis. An enterprise
value for Tessellis was estimated based on its market
capitalization at November 30, 2023, which was then allocated to
the identifiable assets, including intangible assets, liabilities, and
noncontrolling interests of Tessellis using an income approach,
which calculates the present value of the estimated economic
benefit of future cash flows, in order to determine the fair value
of the identified customer relationships and Tessellis trade
name. Property and equipment and developed technology assets
were valued using a replacement cost methodology. Critical
estimates included future expected cash flows, including
forecasted revenues and expenses, and applicable discount
rates. Discount rates used to compute the present value of
expected net cash flows were based upon estimated weighted
average cost of capital. The initial allocation of the purchase
price resulted in the recognition of goodwill relating to Tessellis
of $127.1 million. No consideration was transferred in connection
with the consolidation.
The initial estimated purchase price allocation as of November
30, 2023 for Tessellis was revised during the first quarter of 2024
as new information was received and analyzed resulting in an
increase in intangible assets of $39.3 million, a decrease in
property and equipment of $12.3 million, and a decrease in
goodwill of $27.0 million.
In February 2024, OpNet agreed to sell substantially all of its
wholesale operating assets to Wind Tre S.p.A., a subsidiary of CK
Hutchison Group Telecom Holdings Ltd. The sale closed in
August 2024 and we received net cash proceeds of
$322.8 million and recognized a pre-tax gain on sale of
$3.5 million. The sale of OpNet’s operating assets did not include
our interest in Tessellis.
During 2024, Tessellis executed various acquisitions and, as a
result, recognized assets and liabilities of $24.5 million and
$18.8 million, respectively, on the acquisition dates. Total assets
primarily relate to goodwill, property and equipment, intangible
assets, and short-term trade receivables. Total liabilities primarily
relate to financial debt assumed and trade payables. The primary
acquisition executed during 2024 was the acquisition of a 97.2%
ownership interest in Go Internet S.p.A. (“Go Internet”) for a total
consideration of €4.1 million. We are in the process of finalizing
the purchase price allocation adjustments related to the
identified assets and may adjust these amounts upon completion
of our assessment.
| February 2025 Form 10-Q | 11 |
|---|
Notes to Consolidated Financial Statements
Note 5. Assets Held for Sale and Discontinued Operations
Foursight
On November 20, 2023, we entered into an agreement to sell
Foursight. Assets held for sale are recorded initially at the lower
of their carrying value or estimated fair value, less estimated
costs to sell.
During the second quarter of 2024, we closed the sale of
Foursight and recognized a gain on sale of $24.2 million, which is
included within Other revenues.
OpNet
In February 2024, we agreed to sell substantially all of OpNet’s
wholesale operating assets. The sale closed in August 2024 and
we recognized a pre-tax gain on sale of $3.5 million. For the year
ended November 30, 2024, the activities of OpNet’s wholesale
operations have been classified as discontinued operations and
OpNet’s results are presented in Net losses from discontinued
operations, net of income tax benefit.
Airplanes
During 2024, we classified certain airplanes related to a sale
leaseback transaction executed by our subsidiary, Aircadia
Leasing II LLC as held for sale. The airplanes are included within
Assets held for sale on our Consolidated Statements of Financial
Condition and have a carrying amount of $51.9 million at both
February 28, 2025 and November 30, 2024. We are actively
pursuing avenues to dispose of the airplanes through a sale
process. Effective with the designation of the airplanes as held
for sale, we suspended recording depreciation on these assets.
| 12 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
Note 6. Fair Value Disclosures
| February 28, 2025 (1) | |||||
|---|---|---|---|---|---|
| $ in thousands | Level 1 | Level 2 | Level 3 | Counterparty<br><br>and Cash<br><br>Collateral<br><br>Netting (2) | Total |
| Assets: | |||||
| Financial instruments owned: | |||||
| Corporate equity securities ................................................................................ | $6,246,599 | $213,504 | $212,409 | $— | $6,672,512 |
| Corporate debt securities ................................................................................... | — | 6,641,104 | 25,925 | — | 6,667,029 |
| Collateralized debt obligations and collateralized loan obligations ............ | — | 1,140,317 | 71,827 | — | 1,212,144 |
| U.S. government and federal agency securities ............................................. | 2,481,241 | 92,098 | — | — | 2,573,339 |
| Municipal securities ............................................................................................ | — | 427,829 | — | — | 427,829 |
| Sovereign obligations ......................................................................................... | 978,901 | 734,661 | — | — | 1,713,562 |
| Residential mortgage-backed securities ......................................................... | — | 1,971,845 | 7,526 | — | 1,979,371 |
| Commercial mortgage-backed securities ....................................................... | — | 84,937 | 471 | — | 85,408 |
| Other asset-backed securities ........................................................................... | — | 380,601 | 147,319 | — | 527,920 |
| Loans and other receivables .............................................................................. | — | 1,891,354 | 153,764 | — | 2,045,118 |
| Derivatives ............................................................................................................ | 263 | 4,271,426 | 4,305 | (3,617,326) | 658,668 |
| Investments at fair value .................................................................................... | — | 8 | 157,881 | — | 157,889 |
| Total financial instruments owned, excluding Investments at fair value<br><br>based on NAV ................................................................................................. | $9,707,004 | $17,849,684 | $781,427 | $(3,617,326) | $24,720,789 |
| Securities segregated and on deposit for regulatory purposes or<br><br>deposited with clearing and depository organizations ............................ | $381,467 | $— | $— | $— | $381,467 |
| Securities received as collateral ....................................................................... | 287,078 | — | — | — | 287,078 |
| Liabilities: | |||||
| Financial instruments sold, not yet purchased: | |||||
| Corporate equity securities ................................................................................ | $4,600,182 | $124,726 | $590 | $— | $4,725,498 |
| Corporate debt securities ................................................................................... | — | 4,369,662 | 1,113 | — | 4,370,775 |
| U.S. government and federal agency securities ............................................. | 2,433,696 | — | — | — | 2,433,696 |
| Sovereign obligations ......................................................................................... | 889,042 | 759,466 | — | — | 1,648,508 |
| Residential mortgage-backed securities ......................................................... | — | — | 15 | — | 15 |
| Commercial mortgage-backed securities ....................................................... | — | — | 1,154 | — | 1,154 |
| Loans..................................................................................................................... | — | 138,269 | 848 | — | 139,117 |
| Derivatives ............................................................................................................ | — | 4,209,460 | 46,381 | (3,577,377) | 678,464 |
| Total financial instruments sold, not yet purchased .................................... | $7,922,920 | $9,601,583 | $50,101 | $(3,577,377) | $13,997,227 |
| Other secured financings ................................................................................... | $— | $9,526 | $12,705 | $— | $22,231 |
| Obligation to return securities received as collateral .................................... | 287,078 | — | — | — | 287,078 |
| Long-term debt .................................................................................................... | — | 2,214,719 | 860,684 | — | 3,075,403 |
(1)Excludes investments at fair value based on net asset value (“NAV”) of $1.37 billion at February 28, 2025 by level within the fair value hierarchy.
(2)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.
| February 2025 Form 10-Q | 13 |
|---|
Notes to Consolidated Financial Statements
| November 30, 2024 (1) | |||||
|---|---|---|---|---|---|
| $ in thousands | Level 1 | Level 2 | Level 3 | Counterparty<br><br>and Cash<br><br>Collateral<br><br>Netting (2) | Total |
| Assets: | |||||
| Financial instruments owned: | |||||
| Corporate equity securities ................................................................................ | $5,238,058 | $302,051 | $239,364 | $— | $5,779,473 |
| Corporate debt securities ................................................................................... | — | 5,310,815 | 24,931 | — | 5,335,746 |
| Collateralized debt obligations and collateralized loan obligations ............ | — | 1,029,662 | 63,976 | — | 1,093,638 |
| U.S. government and federal agency securities ............................................. | 3,583,139 | 160,227 | — | — | 3,743,366 |
| Municipal securities ............................................................................................ | — | 320,507 | — | — | 320,507 |
| Sovereign obligations ......................................................................................... | 749,912 | 630,681 | 172 | — | 1,380,765 |
| Residential mortgage-backed securities ......................................................... | — | 2,348,862 | 7,714 | — | 2,356,576 |
| Commercial mortgage-backed securities ....................................................... | — | 146,752 | 477 | — | 147,229 |
| Other asset-backed securities ........................................................................... | — | 110,687 | 103,214 | — | 213,901 |
| Loans and other receivables .............................................................................. | — | 1,706,152 | 152,586 | — | 1,858,738 |
| Derivatives ............................................................................................................ | 146 | 3,181,454 | 3,926 | (2,667,751) | 517,775 |
| Investments at fair value .................................................................................... | — | 6 | 137,865 | — | 137,871 |
| Total financial instruments owned, excluding Investments at fair value<br><br>based on NAV ................................................................................................. | $9,571,255 | $15,247,856 | $734,225 | $(2,667,751) | $22,885,585 |
| Securities segregated and on deposit for regulatory purposes or<br><br>deposited with clearing and depository organizations ............................. | $120,414 | $— | $— | $— | $120,414 |
| Securities received as collateral ....................................................................... | 185,588 | — | — | — | 185,588 |
| Liabilities: | |||||
| Financial instruments sold, not yet purchased: | |||||
| Corporate equity securities ................................................................................ | $3,013,877 | $73,240 | $208 | $— | $3,087,325 |
| Corporate debt securities ................................................................................... | — | 3,105,010 | 165 | — | 3,105,175 |
| U.S. government and federal agency securities ............................................. | 2,904,379 | 26 | — | — | 2,904,405 |
| Sovereign obligations ......................................................................................... | 667,647 | 422,124 | — | — | 1,089,771 |
| Commercial mortgage-backed securities ...................................................... | — | — | 1,153 | — | 1,153 |
| Loans..................................................................................................................... | — | 92,321 | 16,864 | — | 109,185 |
| Derivatives ............................................................................................................ | 13 | 3,477,802 | 26,212 | (2,793,713) | 710,314 |
| Total financial instruments sold, not yet purchased .................................... | $6,585,916 | $7,170,523 | $44,602 | $(2,793,713) | $11,007,328 |
| Other secured financings ................................................................................... | $— | $9,964 | $14,884 | $— | $24,848 |
| Obligation to return securities received as collateral ................................... | 185,588 | — | — | — | 185,588 |
| Long-term debt .................................................................................................... | — | 1,529,443 | 821,903 | — | 2,351,346 |
(1)Excludes investments at fair value based on NAV of $1.25 billion at November 30, 2024 by level within the fair value hierarchy.
(2)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.
| 14 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
There have been no significant changes in valuation techniques
and inputs used in measuring our financial assets and liabilities
that are accounted for at fair value on a recurring basis. Refer to
our consolidated financial statements included in Part II, Item 8
of our Annual Report on Form 10-K for the year ended
November 30, 2024.
Investments at Fair Value
Investments at fair value includes investments in hedge funds,
private equity funds, credit funds, real estate funds and other
funds, which are measured at the NAV of the funds, provided by
the fund managers and are excluded from the fair value
hierarchy. Investments at fair value also include direct equity
investments in private companies, which are measured at fair
value using valuation techniques involving quoted prices of or
market data for comparable companies, similar company ratios
and multiples (e.g., price/EBITDA, price/book value), discounted
cash flow analyses and transaction prices observed for
subsequent financing or capital issuance by the company. Direct
equity investments in private companies are categorized within
Level 2 or Level 3 of the fair value hierarchy.
Information about our investments in entities that have the
characteristics of an investment company:
| February 28, 2025 | |||
|---|---|---|---|
| $ in thousands | Fair Value<br><br>(1) | Unfunded Commitments | Redemption<br><br>Notice Period |
| Hedge<br><br>Funds (2) .............. | $672,192 | — | 45 - 90 days<br><br>45 - 60 days |
| Private Equity<br><br>Funds (3) .............. | 63,573 | 27,172 | N/R |
| Credit<br><br>Funds (4) .............. | 456,714 | 106 | 90 days<br><br>30 days<br><br>N/R |
| Real Estate and<br><br>Other Funds (5) .... | 174,023 | 169,928 | 90 days<br><br>N/R |
| Total ...................... | $1,366,502 | 197,206 |
All values are in US Dollars.
| November 30, 2024 | |||
|---|---|---|---|
| $ in thousands | Fair Value<br><br>(1) | Unfunded Commitments | Redemption<br><br>Notice Period |
| Hedge<br><br>Funds (2) ............ | $660,720 | — | 45 - 90 days<br><br>45 - 60 days |
| Private Equity<br><br>Funds (3) ............ | 60,215 | 30,530 | N/R |
| Credit Funds (4) | 430,429 | 30,554 | 90 days<br><br>30 days<br><br>N/R |
| Real Estate and<br><br>Other Funds (5) . | 101,325 | 232,696 | N/R |
| Total ................... | $1,252,689 | 293,780 |
All values are in US Dollars.
N/R - Not redeemable
(1)Where fair value is calculated based on NAV, fair value has been derived from
each of the funds’ capital statements.
(2)Includes investments in hedge funds that invest, long and short, primarily in
both public and private equity securities in domestic and international
markets, in commodities and multi-asset securities.
(3)Includes investments in equity funds that invest in the equity of various U.S.
and foreign private companies in a broad range of industries. These
investments cannot be redeemed; instead, distributions are received through
the liquidation of the underlying assets of the funds which are primarily
expected to be liquidated in approximately one to ten years.
(4)Primarily includes investments in funds that invest in:
•distressed and special situations long/short credit strategies across
sectors and asset types;
•short-term trade receivables and payables that are expected to generally
be outstanding between 90 to 120 days;
•distressed and event-driven opportunities across structured credit,
opportunistic credit, and private credit.
(5)Primarily includes investments in corporate real estate strategies focused on
buying or building real estate businesses.
| February 2025 Form 10-Q | 15 |
|---|
Notes to Consolidated Financial Statements
Level 3 Rollforwards
| For instruments still held at<br><br>February 28, 2025, changes<br><br>in unrealized gains/(losses)<br><br>included in: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ in thousands | Balance at<br><br>November 30,<br><br>2024 | Total gains/<br><br>losses<br><br>(realized<br><br>and<br><br>unrealized)<br><br>(1) | Purchases | Sales | Settlements | Issuances | Net<br><br>transfers<br><br>into/<br><br>(out of)<br><br>Level 3 | Balance at<br><br>February 28,<br><br>2025 | Earnings (1) | Other<br><br>comprehensive<br><br>income (1) |
| Assets: | ||||||||||
| Financial instruments<br><br>owned: | ||||||||||
| Corporate equity securities ... | $239,364 | $2,864 | $1,703 | $(1,016) | $— | $— | $(30,506) | $212,409 | $5,300 | $— |
| Corporate debt securities ...... | 24,931 | (1,002) | 6,753 | (895) | — | — | (3,862) | 25,925 | (1,248) | — |
| CDOs and CLOs ....................... | 63,976 | (4,646) | 17,177 | (9,981) | — | — | 5,301 | 71,827 | (4,664) | — |
| Sovereign obligations ............. | 172 | 2 | — | (174) | — | — | — | — | (1) | — |
| RMBS ........................................ | 7,714 | (167) | — | — | (21) | — | — | 7,526 | (59) | — |
| CMBS ........................................ | 477 | (6) | — | — | — | — | — | 471 | — | — |
| Other ABS ................................. | 103,214 | (1,889) | 54,165 | (4,709) | (2,312) | — | (1,150) | 147,319 | (1,318) | — |
| Loans and other receivables . | 152,586 | (949) | 78,763 | (53,590) | (9,170) | — | (13,876) | 153,764 | (1,545) | — |
| Investments at fair value ....... | 137,865 | 393 | 21,288 | — | (1,665) | — | — | 157,881 | 393 | — |
| Liabilities: | ||||||||||
| Financial instruments sold,<br><br>not yet purchased: | ||||||||||
| Corporate equity securities ... | $208 | $(72) | $— | $454 | $— | $— | $— | $590 | $72 | $— |
| Corporate debt securities ...... | 165 | (40) | (383) | 1,025 | — | — | 346 | 1,113 | 24 | — |
| RMBS ........................................ | — | — | — | 15 | — | — | — | 15 | — | — |
| CMBS ........................................ | 1,153 | 1 | — | 35 | — | — | (35) | 1,154 | (1) | — |
| Loans ........................................ | 16,864 | 301 | (1,917) | 75 | — | — | (14,475) | 848 | 89 | — |
| Net derivatives (2) ................... | 22,286 | (16,020) | — | 22,588 | (279) | 299 | 13,202 | 42,076 | 14,559 | — |
| Other secured financings ....... | 14,884 | (1,938) | — | — | (241) | — | — | 12,705 | 1,938 | |
| Long-term debt ........................ | 821,903 | (55,177) | — | — | — | 124,554 | (30,596) | 860,684 | 29,428 | 25,749 |
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues. Changes in instrument-specific credit risk related to structured notes
within Long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased —Derivatives.
Analysis of Level 3 Assets and Liabilities for the Three Months
Ended February 28, 2025
Transfers of assets of $52.5 million from Level 2 to Level 3 of the
fair value hierarchy are primarily attributed to:
•Loans and other receivables of $24.8 million, corporate equity
securities of $20.5 million and CDOs and CLOs of $5.7 million
due to reduced pricing transparency.
Transfers of assets of $96.6 million from Level 3 to Level 2 are
primarily attributed to:
•Corporate equity securities of $51.0 million, loans and other
receivables of $38.7 million, corporate debt securities of $4.2
million and other ABS of $2.3 million due to greater pricing
transparency.
Transfers of liabilities of $22.1 million from Level 2 to Level 3 of
the fair value hierarchy are primarily attributed to:
•Net derivatives of $13.2 million and structured notes within
long-term debt of $8.6 million due to reduced pricing and
market transparency.
Transfers of liabilities of $53.7 million from Level 3 to Level 2 of
the fair value hierarchy are primarily attributed to:
•Structured notes within long-term debt of $39.1 million and
loans of $14.5 million due to greater pricing and market
transparency.
Net losses on Level 3 assets were $5.4 million and net gains on
Level 3 liabilities were $72.9 million for the three months ended
February 28, 2025. Net losses on Level 3 assets were primarily
due to decreased market values in CDOs and CLOs, other ABS,
corporate debt securities and loans and other receivables,
partially offset by an increase in corporate equity securities. Net
gains on Level 3 liabilities were primarily due to decreased
market valuations of certain structured notes within long-term
debt, certain derivatives and other secured financings.
| 16 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
| For instruments still held at<br><br>February 29, 2024, changes in<br><br>unrealized gains/(losses)<br><br>included in: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ in thousands | Balance at<br><br>November 30,<br><br>2023 | Total gains/<br><br>losses<br><br>(realized<br><br>and<br><br>unrealized)<br><br>(1) | Purchases | Sales | Settlements | Issuances | Net<br><br>transfers<br><br>into/<br><br>(out of)<br><br>Level 3 | Balance at<br><br>February 29,<br><br>2024 | Earnings (1) | Other<br><br>comprehensive<br><br>income (1) |
| Assets: | ||||||||||
| Financial instruments<br><br>owned: | ||||||||||
| Corporate equity<br><br>securities ....................... | $181,294 | $(197) | $167 | $(265) | $— | $— | $(7,785) | $173,214 | $(158) | $— |
| Corporate debt securities | 26,112 | 846 | 20,437 | (513) | (200) | — | (11,347) | 35,335 | 801 | — |
| CDOs and CLOs ................. | 64,862 | 11,121 | 16,997 | (13,836) | (9,539) | — | (238) | 69,367 | 1,355 | — |
| RMBS .................................. | 20,871 | (202) | — | — | (5,360) | — | (14,625) | 684 | 32 | — |
| CMBS .................................. | 508 | (35) | — | — | — | — | — | 473 | (64) | — |
| Other ABS ........................... | 117,661 | (3,165) | 11,686 | (17,650) | (5,834) | — | (442) | 102,256 | (1,468) | — |
| Loans and other<br><br>receivables .................... | 130,101 | (15,592) | 5,477 | (24,382) | (3,007) | — | (13,712) | 78,885 | (17,991) | — |
| Investments at fair value . | 130,835 | (10,691) | 1,627 | — | — | — | (7) | 121,764 | (10,691) | — |
| Liabilities: | ||||||||||
| Financial instruments<br><br>sold, not yet<br><br>purchased: | ||||||||||
| Corporate equity<br><br>securities ....................... | $676 | $(7) | $— | $6 | $— | $— | $— | $675 | $7 | $— |
| Corporate debt securities | 124 | — | — | — | — | — | — | 124 | — | — |
| CMBS .................................. | 840 | — | (245) | 350 | — | — | (1) | 944 | — | — |
| Loans .................................. | 1,521 | (54) | (81) | — | — | — | 80 | 1,466 | (183) | — |
| Net derivatives (2) ............. | 50,955 | (4,833) | — | 245 | — | — | 5,722 | 52,089 | 4,340 | — |
| Other secured financings . | 3,898 | 4,482 | — | — | (4,415) | — | — | 3,965 | (4,482) | — |
| Long-term debt .................. | 744,597 | 12,284 | — | — | — | 21,456 | 1,192 | 779,529 | (14,477) | 2,193 |
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues. Changes in instrument-specific credit risk related to structured notes
within Long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.
Analysis of Level 3 Assets and Liabilities for the Three Months
Ended February 29, 2024
Transfers of assets of $11.2 million from Level 2 to Level 3 of the
fair value hierarchy are primarily attributed to:
•Loans and other receivables of $6.5 million, Other ABS of $1.7
million, corporate debt securities of $1.7 million and corporate
equity securities of $1.3 million due to reduced pricing
transparency.
Transfers of assets of $59.4 million from Level 3 to Level 2 are
primarily attributed to:
•Loans and other receivables of $20.2 million, RMBS of $14.6
million, corporate debt securities of $13.0 million, corporate
equity securities of $9.1 million and other ABS of $2.2 million
due to greater pricing transparency supporting classification
into Level 2.
Transfers of liabilities of $31.6 million from Level 2 to Level 3 of
the fair value hierarchy are primarily attributed to:
•Structured notes within long-term debt of $16.1 million and net
derivatives of $15.4 million due to reduced pricing and market
transparency.
Transfers of liabilities of $24.6 million from Level 3 to Level 2 of
the fair value hierarchy are primarily attributed to:
•Structured notes within long-term debt of $14.9 million and net
derivatives of $9.7 million due to greater pricing and market
transparency.
Net losses on Level 3 assets were $17.9 million and net losses
on Level 3 liabilities were $11.9 million for the three months
ended February 29, 2024. Net losses on Level 3 assets were
primarily due to decreased market values across loans and other
receivables, investments at fair value and other ABS, partially
offset by increased valuations of CDOs and CLOs. Net losses on
Level 3 liabilities were primarily due to increased market
valuations of structured notes within Long-term debt and Other
secured financings, partially offset by decreases in certain
derivatives.
Significant Unobservable Inputs used in Level 3 Fair Value
Measurements
The tables below present information on the valuation
techniques, significant unobservable inputs and their ranges for
our financial assets and liabilities, subject to threshold levels
related to the market value of the positions held, measured at fair
value on a recurring basis with a significant Level 3 balance. The
range of unobservable inputs could differ significantly across
different firms given the range of products across different firms
in the financial services sector. The inputs are not representative
of the inputs that could have been used in the valuation of any
| February 2025 Form 10-Q | 17 |
|---|
Notes to Consolidated Financial Statements
one financial instrument (i.e., the input used for valuing one
financial instrument within a particular class of financial
instruments may not be appropriate for valuing other financial
instruments within that given class). Additionally, the ranges of
inputs presented below should not be construed to represent
uncertainty regarding the fair values of our financial instruments;
rather, the range of inputs is reflective of the differences in the
underlying characteristics of the financial instruments in each
category.
For certain categories, we have provided a weighted average of
the inputs allocated based on the fair values of the financial
instruments comprising the category. We do not believe that the
range or weighted average of the inputs is indicative of the
reasonableness of uncertainty of our Level 3 fair values. The
range and weighted average are driven by the individual financial
instruments within each category and their relative distribution in
the population. The disclosed inputs when compared to the
inputs as disclosed in other periods should not be expected to
necessarily be indicative of changes in our estimates of
unobservable inputs for a particular financial instrument as the
population of financial instruments comprising the category will
vary from period to period based on purchases and sales of
financial instruments during the period as well as transfers into
and out of Level 3 each period.
| February 28, 2025 | |||||
|---|---|---|---|---|---|
| Financial Instruments Owned | Fair Value(in thousands) | Significant Unobservable Input(s) | Input / Range | Weighted<br><br>Average | |
| Corporate equity securities ..................... | 212,409 | ||||
| Non-exchange-traded securities | Price | 0 | $486 | $83 | |
| EBITDA multiple | 4.6 | — | |||
| Corporate debt securities ........................ | 25,925 | Price | 49 | $117 | $71 |
| Discount rate/yield | 22% | — | |||
| CDOs and CLOs .......................................... | 57,986 | Constant prepayment rate | 20% | — | |
| Constant default rate | 2% | — | |||
| Loss severity | 30% | — | |||
| Discount rate/yield | 13% | 17% | 17% | ||
| Price | 70 | $104 | $98 | ||
| Estimated recovery percentage | 49% | — | |||
| RMBS ........................................................... | 7,526 | Constant prepayment rate | 40% | — | |
| Loss severity | 90% | — | |||
| Discount rate/yield | 15% | — | |||
| Other ABS ................................................... | 146,290 | Discount rate/yield | 12% | 34% | 22% |
| Cumulative loss rate | 18% | 34% | 26% | ||
| Duration (years) | 0.7 | 0.8 | 0.8 | ||
| Price | 104 | $126 | $114 | ||
| Estimated recovery percentage | 92% | — | |||
| Loans and other receivables ................... | 153,764 | Price | 21 | $104 | $77 |
| Estimated recovery percentage | 18% | 245% | 84% | ||
| Derivatives .................................................. | 2,816 | ||||
| Embedded options | Basis points upfront | 0.4 | — | ||
| Investments at fair value .......................... | 152,786 | ||||
| Private equity securities | Price | 0 | $8,335 | $1,616 | |
| Discount rate/yield | 28% | — | |||
| Revenue | 29,753,075 | — | |||
| Financial Instruments Sold, Not Yet Purchased: | |||||
| Loans .......................................................... | 848 | Price | 21 | $100 | $24 |
| Derivatives .................................................. | 45,281 | ||||
| Equity options | Volatility | 34% | 95% | 49% | |
| Options | Basis points upfront | 7.8 | 22.6 | 15.0 | |
| Other secured financings ......................... | 12,705 | Estimated recovery percentage | 76% | 100% | 96% |
| Price | 115 | — | |||
| Long-term debt .......................................... | 860,684 | ||||
| Structured notes | Price | 59 | $113 | $92 |
All values are in US Dollars.
| 18 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
| November 30, 2024 | |||||
|---|---|---|---|---|---|
| Financial Instruments Owned | Fair Value(in thousands) | Significant Unobservable Input(s) | Input / Range | Weighted<br><br>Average | |
| Corporate equity securities ..................... | 239,364 | ||||
| Non-exchange-traded securities | Price | 0 | $486 | $68 | |
| Corporate debt securities ........................ | 24,931 | Price | 28 | $105 | $74 |
| CDOs and CLOs .......................................... | 53,388 | Constant prepayment rate | 20% | — | |
| Constant default rate | 2% | — | |||
| Loss severity | 30% | — | |||
| Discount rate/yield | 14% | 32% | 26% | ||
| Price | 70 | $106 | $94 | ||
| RMBS | 7,714 | Constant prepayment rate | 20% | — | |
| Loss severity | 10% | — | |||
| Discount rate/yield | 12% | — | |||
| Other ABS ................................................... | 98,172 | Discount rate/yield | 19% | 30% | 25% |
| Cumulative loss rate | 17% | 34% | 24% | ||
| Duration (years) | 0.9 | 1.0 | 0.9 | ||
| Price | 106 | $127 | $121 | ||
| Estimated recovery percentage | 92% | — | |||
| Loans and other receivables ................... | 152,586 | Price | 17 | $106 | $75 |
| Estimated recovery percentage | 3% | 252% | 50% | ||
| Derivatives .................................................. | 1,396 | ||||
| Embedded options | Basis points upfront | 0.3 | — | ||
| Investments at fair value .......................... | 132,769 | ||||
| Private equity securities | Price | 1 | $8,506 | $501 | |
| Discount rate/yield | 28% | — | |||
| Revenue | 29,908,372 | — | |||
| Financial Instruments Sold, Not Yet Purchased: | |||||
| Loans .......................................................... | 16,864 | Price | 17 | $100 | $75 |
| Estimated recovery percentage | 0% | 205% | 50% | ||
| Derivatives .................................................. | 25,045 | ||||
| Equity options | Volatility | 28% | 102% | 49% | |
| Options | Basis points upfront | 8.0 | 22.3 | 14.9 | |
| Other secured financings ......................... | 14,884 | Estimated recovery percentage | 60% | 100% | 93% |
| Price | 117 | — | |||
| Long-term debt .......................................... | 821,903 | ||||
| Structured notes | Price | 61 | $122 | $96 |
All values are in US Dollars.
The fair values of certain Level 3 assets and liabilities that were
determined based on third-party pricing information, unadjusted
past transaction prices or a percentage of the reported enterprise
fair value are excluded from the above tables. At February 28,
2025 and November 30, 2024, asset exclusions consisted of
$21.9 million and $23.9 million, respectively, primarily composed
of CDOs and CLOs, Other ABS, Investments at fair value, certain
derivatives, RMBS and CMBS. At February 28, 2025 and
November 30, 2024, liability exclusions consisted of $4.0 million
and $2.7 million, respectively, primarily composed of certain
derivatives, loans, CMBS, RMBS, corporate equity securities and
corporate debt securities.
Uncertainty of Fair Value Measurement from Use of Significant
Unobservable Inputs
For recurring fair value measurements categorized within Level 3
of the fair value hierarchy, the uncertainty of the fair value
measurement due to the use of significant unobservable inputs
and interrelationships between those unobservable inputs (if any)
are described below:
•Non-exchange-traded securities, corporate debt securities,
CDOs and CLOs, loans and other receivables, other ABS, private
equity securities, certain derivatives, other secured financings
and structured notes using a market approach valuation
technique. A significant increase (decrease) in the price of the
private equity securities, nonexchange-traded securities,
corporate debt securities, CDOs and CLOs, other ABS, loans
and other receivables, other secured financings or structured
| February 2025 Form 10-Q | 19 |
|---|
Notes to Consolidated Financial Statements
notes would result in a significantly higher (lower) fair value
measurement. A significant increase (decrease) in the revenue
multiple related to private equity securities would result in a
significantly higher (lower) fair value measurement. A
significant increase (decrease) in the discount rate/security
yield related to private equity securities would result in a
significantly lower (higher) fair value measurement. Depending
on whether we are a receiver or (payer) of basis points upfront,
a significant increase in basis points would result in a
significant increase (decrease) in the fair value measurement
of options.
•Non-exchange-traded securities, loans and other receivables,
CDOs and CLOs, other ABS and other secured financings using
scenario analysis. A significant increase (decrease) in the
possible recovery rates and EBITDA multiple of the cash flow
outcomes underlying the financial instrument would result in a
significantly higher (lower) fair value measurement for the
financial instrument.
•CDOs and CLOs, corporate debt securities, RMBS and other
ABS using a discounted cash flow valuation technique. A
significant increase (decrease) in isolation in the constant
default rate, loss severity or cumulative loss rate would result
in a significantly lower (higher) fair value measurement. The
impact of changes in the constant prepayment rate and
duration would have differing impacts depending on the capital
structure and type of security. A significant increase
(decrease) in the discount rate/security yield would result in a
significantly lower (higher) fair value measurement.
•Derivative equity options using volatility benchmarking. A
significant increase (decrease) in volatility would result in a
significantly higher (lower) fair value measurement.
Fair Value Option Election
For a description of our financial assets and liabilities we have
elected the fair value option refer to our consolidated financial
statements included in Part II, Item 8 of our Annual Report on
Form 10-K for the year ended November 30, 2024.
Fair value option gains (losses):
| Three Months Ended | ||
|---|---|---|
| $ in thousands | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Financial instruments owned: | ||
| Loans and other receivables ................................ | $13,283 | $(7,410) |
| Other secured financings: | ||
| Other changes in fair value (2) ............................. | $1,938 | $(4,482) |
| Long-term debt: | ||
| Changes in instrument-specific credit risk (1) .. | $37,898 | $(3,980) |
| Other changes in fair value (2) ............................. | 16,994 | (43,817) |
(1)Changes in fair value of structured notes related to instrument-specific credit
risk are presented net of tax in our Consolidated Statements of
Comprehensive Income.
(2)Other changes in fair value are included in Principal transactions revenues.
Fair value option amounts by which contractual principal is
greater than (less than) fair value:
| $ in thousands | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Financial instruments owned: | ||
| Loans and other receivables (1) ........................... | $1,317,633 | $1,603,512 |
| Loans and other receivables on nonaccrual<br><br>status and/or 90 days or greater past<br><br>due (1) (2) ........................................................... | 188,801 | 132,838 |
| Long-term debt ....................................................... | 198,249 | 131,107 |
| Other secured financings ...................................... | 2,397 | 459 |
(1)Interest income is recognized separately from other changes in fair value and
is included in Interest revenues.
(2)Amounts include loans and other receivables 90 days or greater past due by
which contractual principal exceeds fair value of $62.4 million and $48.8
million at February 28, 2025 and November 30, 2024, respectively.
The aggregate fair value of loans and other receivables on
nonaccrual status and/or 90 days or greater past due was $113.4
million and $126.9 million at February 28, 2025 and
November 30, 2024, respectively, which includes loans and other
receivables 90 days or greater past due of $111.0 million and
$120.0 million at February 28, 2025 and November 30, 2024,
respectively.
Assets Measured at Fair Value on a Non-recurring Basis
Certain assets were measured at fair value on a non-recurring
basis and are not included in the tables above. During the three
months ended February 29, 2024, our shares in Monashee, an
equity method investment, were converted to a newly created
class of nonmarketable preferred shares. Our equity method
investment was remeasured to a fair value of $21.9 million in
connection with its nonmonetary exchange into the preferred
shares, which are accounted for at cost pursuant to the
measurement alternative subsequent to the nonmonetary
exchange.
Financial Instruments Not Measured at Fair Value
Certain of our financial instruments are not carried at fair value
but are recorded at amounts that approximate fair value due to
their liquid or short-term nature and generally negligible credit
risk. These financial assets include Cash and cash equivalents
and Cash and securities segregated and on deposit for regulatory
purposes or deposited with clearing and depository organizations
and would generally be presented within Level 1 of the fair value
hierarchy.
We have equity securities without readily determinable fair
values, which we account for at cost, minus impairment, which
are presented within Other assets and were $21.9 million at both
February 28, 2025 and November 30, 2024. There were no
impairments and downward adjustments on these investments
during the three months ended February 28, 2025 and
February 29, 2024.
| 20 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
Note 7. Derivative Financial Instruments
Our derivative activities are recorded at fair value in Financial
instruments owned and Financial instruments sold, not yet
purchased, net of cash paid or received under credit support
agreements and on a net counterparty basis when a legally
enforceable right to offset exists under a master netting
agreement. We enter into derivative transactions to satisfy the
needs of our clients and to manage our own exposure to market
and credit risks. In addition, we apply hedge accounting to: (1)
interest rate swaps that have been designated as fair value
hedges of the changes in fair value due to the benchmark interest
rate for certain fixed rate senior long-term debt, and (2) forward
foreign exchange contracts designated as hedges to offset the
change in the value of certain net investments in foreign
operations.
Derivatives are subject to various risks similar to other financial
instruments, including market, credit and operational risk. The
risks of derivatives should not be viewed in isolation, but rather
should be considered on an aggregate basis along with our other
trading-related activities. We manage the risks associated with
derivatives on an aggregate basis along with the risks associated
with proprietary trading as part of our firm wide risk management
policies.
In connection with our derivative activities, we may enter into
International Swaps and Derivatives Association, Inc. master
netting agreements or similar agreements with counterparties.
| February 28, 2025 (1) | ||
|---|---|---|
| Assets | Liabilities | |
| $ in thousands | Fair Value | Fair Value |
| Derivatives designated as<br><br>accounting hedges: | ||
| Interest rate contracts: | ||
| Cleared OTC ........................................ | 4,897 | — |
| Foreign exchange contracts: | ||
| Bilateral OTC ....................................... | 58,815 | — |
| Total derivatives designated as<br><br>accounting hedges ............................ | 63,712 | — |
| Derivatives not designated as<br><br>accounting hedges: | ||
| Interest rate contracts: | ||
| Exchange-traded ................................ | 263 | — |
| Cleared OTC ........................................ | 1,790,994 | 1,823,494 |
| Bilateral OTC ....................................... | 350,898 | 667,793 |
| Foreign exchange contracts: | ||
| Bilateral OTC ....................................... | 101,760 | 119,188 |
| Equity contracts: | ||
| Exchange-traded ................................ | 842,797 | 731,454 |
| Bilateral OTC ....................................... | 1,025,374 | 838,819 |
| Commodity contracts: | ||
| Exchange-traded ................................ | 10 | 115 |
| Bilateral OTC ....................................... | 4,519 | 1,509 |
| Credit contracts: | ||
| Cleared OTC ........................................ | 43,080 | 42,589 |
| Bilateral OTC ....................................... | 52,587 | 30,880 |
| Total derivatives not designated<br><br>as accounting hedges ....................... | 4,212,282 | 4,255,841 |
| Total gross derivative assets/<br><br>liabilities: | ||
| Exchange-traded ................................ | 843,070 | 731,569 |
| Cleared OTC ........................................ | 1,838,971 | 1,866,083 |
| Bilateral OTC ....................................... | 1,593,953 | 1,658,189 |
| Amounts offset in our<br><br>Consolidated Statements of<br><br>Financial Condition (3): | ||
| Exchange-traded ................................ | (617,442) | (617,442) |
| Cleared OTC ........................................ | (1,836,758) | (1,848,671) |
| Bilateral OTC ....................................... | (1,163,126) | (1,111,264) |
| Net amounts per Consolidated<br><br>Statements of Financial<br><br>Condition (4) ................................. | 658,668 | 678,464 |
All values are in US Dollars.
(1)Exchange-traded derivatives include derivatives executed on an organized
exchange. Cleared OTC derivatives include derivatives executed bilaterally and
subsequently novated to and cleared through central clearing counterparties.
Bilateral OTC derivatives include derivatives executed and settled bilaterally
without the use of an organized exchange or central clearing counterparty.
(2)The number of exchange-traded contracts may include open futures
contracts. The unsettled fair value of these futures contracts is included in
Receivables from/Payables to brokers, dealers and clearing organizations.
(3)Amounts netted include both netting by counterparty and for cash collateral
paid or received.
(4)We have not received or pledged additional collateral under master netting
agreements and/or other credit support agreements that is eligible to be
offset beyond what has been offset in our Consolidated Statements of
Financial Condition.
| February 2025 Form 10-Q | 21 |
|---|
Notes to Consolidated Financial Statements
| November 30, 2024 (1) | ||
|---|---|---|
| Assets | Liabilities | |
| $ in thousands | Fair Value | Fair Value |
| Derivatives designated as<br><br>accounting hedges: | ||
| Interest rate contracts: | ||
| Cleared OTC ......................................... | 3,396 | — |
| Foreign exchange contracts: | ||
| Bilateral OTC ........................................ | 41,903 | — |
| Total derivatives designated as<br><br>accounting hedges ............................. | 45,299 | — |
| Derivatives not designated as<br><br>accounting hedges: | ||
| Interest rate contracts: | ||
| Exchange-traded ................................. | 273 | 13 |
| Cleared OTC ......................................... | 1,030,842 | 1,030,671 |
| Bilateral OTC ........................................ | 365,678 | 717,255 |
| Foreign exchange contracts: | ||
| Bilateral OTC ........................................ | 132,240 | 138,608 |
| Equity contracts: | ||
| Exchange-traded ................................. | 682,327 | 521,889 |
| Bilateral OTC ........................................ | 855,169 | 1,024,129 |
| Commodity contracts: | ||
| Exchange-traded ................................. | 22 | 17 |
| Bilateral OTC ....................................... | 4,570 | 1,381 |
| Credit contracts: | ||
| Cleared OTC ......................................... | 31,488 | 38,711 |
| Bilateral OTC ........................................ | 37,618 | 31,353 |
| Total derivatives not designated as<br><br>accounting hedges ............................. | 3,140,227 | 3,504,027 |
| Total gross derivative assets/<br><br>liabilities: | ||
| Exchange-traded ................................. | 682,622 | 521,919 |
| Cleared OTC ......................................... | 1,065,726 | 1,069,382 |
| Bilateral OTC ........................................ | 1,437,178 | 1,912,726 |
| Amounts offset in our<br><br>Consolidated Statements of<br><br>Financial Condition (3): | ||
| Exchange-traded ................................. | (476,364) | (476,364) |
| Cleared OTC ......................................... | (1,058,995) | (1,066,232) |
| Bilateral OTC ........................................ | (1,132,392) | (1,251,117) |
| Net amounts per Consolidated<br><br>Statements of Financial<br><br>Condition (4) .................................. | 517,775 | 710,314 |
All values are in US Dollars.
(1)Exchange-traded derivatives include derivatives executed on an organized
exchange. Cleared OTC derivatives include derivatives executed bilaterally and
subsequently novated to and cleared through central clearing counterparties.
Bilateral OTC derivatives include derivatives executed and settled bilaterally
without the use of an organized exchange or central clearing counterparty.
(2)The number of exchange-traded contracts may include open futures
contracts. The unsettled fair value of these futures contracts is included in
Receivables from/Payables to brokers, dealers and clearing organizations.
(3)Amounts netted include both netting by counterparty and for cash collateral
paid or received.
(4)We have not received or pledged additional collateral under master netting
agreements and/or other credit support agreements that is eligible to be
offset beyond what has been offset in our Consolidated Statements of
Financial Condition.
Gains (losses) recognized in Interest expense related to fair value
hedges:
| $ in thousands | Three Months Ended | |
|---|---|---|
| Gains (Losses) | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Interest rate swaps (1) ................................................ | $(5,628) | $(4,558) |
| Long-term debt ............................................................. | (6,691) | (11,267) |
| Total ............................................................................... | $(12,319) | $(15,825) |
(1)Includes net settlements of $11.9 million and $15.8 million for the three
months ended February 28, 2025 and February 29, 2024, respectively.
Gains (losses) on our net investment hedges recognized in
Currency translation and other adjustments, a component of
Other comprehensive income (loss):
| $ in thousands | Three Months Ended | |
|---|---|---|
| Gains (Losses) | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Foreign exchange contracts ....................................... | $16,854 | $2,117 |
| Total ............................................................................... | $16,854 | $2,117 |
Unrealized and realized gains (losses) on derivative contracts
recognized primarily in Principal transactions revenues, which are
utilized in connection with our client activities and our economic
risk management activities:
| $ in thousands | Three Months Ended | |
|---|---|---|
| Gains (Losses) | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Interest rate contracts ................................................. | $(22,502) | $21,722 |
| Foreign exchange contracts ....................................... | (4,875) | (9,834) |
| Equity contracts ........................................................... | 494,216 | (309,656) |
| Commodity contracts .................................................. | 5,734 | 4,100 |
| Credit contracts ............................................................ | 1,051 | (4,573) |
| Total ............................................................................... | $473,624 | $(298,241) |
The net gains (losses) on derivative contracts in the table above
are one of a number of activities comprising our business
activities and are before consideration of economic hedging
transactions, which generally offset the net gains (losses)
included above. We substantially mitigate our exposure to market
risk on our cash instruments through derivative contracts, which
generally provide offsetting revenues, and we manage the risk
associated with these contracts in the context of our overall risk
management framework.
| 22 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
OTC Derivatives
Remaining contract maturities at February 28, 2025:
| OTC Derivative Assets (1) (2) (3) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ in thousands | 0 – 12<br><br>Months | 1 – 5<br><br>Years | Greater<br><br>Than 5<br><br>Years | Cross-<br><br>Maturity<br><br>Netting<br><br>(4) | Total | |||||||
| Commodity swaps, options and<br><br>forwards ...................................... | $4,514 | $— | $— | $— | $4,514 | |||||||
| Equity options and forwards .......... | 237,386 | 216,424 | — | — | 453,810 | |||||||
| Credit default swaps ....................... | — | 27,055 | — | — | 27,055 | |||||||
| Total return swaps ........................... | 150,024 | 54,555 | 231 | (3,816) | 200,994 | |||||||
| Foreign currency forwards, swaps<br><br>and options ................................. | 119,656 | 2,013 | — | — | 121,669 | |||||||
| Fixed income forwards ................... | 25,679 | — | — | — | 25,679 | |||||||
| Interest rate swaps, options and<br><br>forwards ...................................... | 68,054 | 157,692 | 32,137 | (30,958) | 226,925 | |||||||
| Total ................................................... | $605,313 | $457,739 | $32,368 | $(34,774) | 1,060,646 | |||||||
| Cross-product counterparty<br><br>netting .......................................... | (36,026) | |||||||||||
| Total OTC derivative assets<br><br>included in Financial<br><br>instruments owned .................... | $1,024,620 | OTC Derivative Liabilities (1) (2) (3) | ||||||||||
| --- | --- | --- | --- | --- | --- | |||||||
| $ in thousands | 0 – 12<br><br>Months | 1 – 5<br><br>Years | Greater<br><br>Than 5<br><br>Years | Cross-<br><br>Maturity<br><br>Netting<br><br>(4) | Total | |||||||
| Commodity swaps, options and<br><br>forwards ...................................... | $1,504 | $— | $— | $— | $1,504 | |||||||
| Equity options and forwards .......... | 123,339 | 85,742 | 13,442 | — | 222,523 | |||||||
| Credit default swaps ........................ | 1,049 | 3,748 | — | — | 4,797 | |||||||
| Total return swaps ........................... | 181,051 | 93,519 | — | (3,816) | 270,754 | |||||||
| Foreign currency forwards, swaps<br><br>and options ................................. | 78,859 | 1,425 | — | — | 80,284 | |||||||
| Fixed income forwards ................... | 718 | — | — | — | 718 | |||||||
| Interest rate swaps, options and<br><br>forwards ...................................... | 57,420 | 104,297 | 440,665 | (30,958) | 571,424 | |||||||
| Total ................................................... | $443,940 | $288,731 | $454,107 | $(34,774) | 1,152,004 | |||||||
| Cross-product counterparty<br><br>netting .......................................... | (36,026) | |||||||||||
| Total OTC derivative liabilities<br><br>included in Financial<br><br>instruments sold, not yet<br><br>purchased ................................... | $1,115,978 |
(1)At February 28, 2025, we held net exchange-traded derivative assets and
liabilities and other credit agreements with a fair value of $225.6 million and
$114.1 million, respectively, which are not included in these tables.
(2)OTC derivative assets and liabilities in the tables above are gross of collateral
pledged. OTC derivative assets and liabilities are recorded net of collateral
pledged in our Consolidated Statements of Financial Condition. At
February 28, 2025, cash collateral received and pledged was $591.6 million
and $551.6 million, respectively.
(3)Derivative fair values include counterparty netting within product category.
(4)Amounts represent the netting of receivable balances with payable balances
for the same counterparty within product category across maturity categories.
OTC derivative assets at February 28, 2025:
| Counterparty credit quality (1): | $ in thousands |
|---|---|
| A- or higher ............................................................................................... | $170,331 |
| BBB- to BBB+ ........................................................................................... | 42,612 |
| BB+ or lower ............................................................................................. | 487,458 |
| Unrated ..................................................................................................... | 324,219 |
| Total .......................................................................................................... | $1,024,620 |
(1)We utilize internal credit ratings determined by our Risk Management
department. Credit ratings determined by Risk Management use
methodologies that produce ratings generally consistent with those produced
by external rating agencies.
Credit Related Derivative Contracts
External credit ratings of the underlyings or referenced assets for
our written credit related derivative contracts:
| February 28, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| External Credit Rating | ||||||||
| $ in millions | Investment<br><br>Grade | Non-<br><br>investment<br><br>Grade | Total<br><br>Notional | |||||
| Credit protection sold: | ||||||||
| Index credit default swaps ..................... | $1,746.9 | $605.2 | $2,352.1 | November 30, 2024 | ||||
| --- | --- | --- | --- | |||||
| External Credit Rating | ||||||||
| $ in millions | Investment<br><br>Grade | Non-<br><br>investment<br><br>Grade | Total<br><br>Notional | |||||
| Credit protection sold: | ||||||||
| Index credit default swaps ..................... | $395.2 | $553.4 | $948.6 |
Contingent Features
Certain of our derivative instruments contain provisions that
require our debt to maintain an investment grade credit rating
from each of the major credit rating agencies. If our debt were to
fall below investment grade, it would be in violation of these
provisions and the counterparties to the derivative instruments
could request immediate payment or demand immediate and
ongoing full overnight collateralization on our derivative
instruments in liability positions. The following table presents the
aggregate fair value of all derivative instruments with such credit-
risk-related contingent features that are in a liability position, the
collateral amounts we have posted or received in the normal
course of business and the potential collateral we would have
been required to return and/or post additionally to our
counterparties if the credit-risk-related contingent features
underlying these agreements were triggered:
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Derivative instrument liabilities with credit-risk-<br><br>related contingent features ................................... | $135.5 | $102.3 |
| Collateral posted .......................................................... | (99.5) | (50.6) |
| Collateral received ....................................................... | 295.4 | 296.1 |
| Return of and additional collateral required in the<br><br>event of a credit rating downgrade below<br><br>investment grade (1) .............................................. | 331.4 | 347.8 |
(1)These potential outflows include initial margin received from counterparties at
the execution of the derivative contract. The initial margin will be returned if
counterparties elect to terminate the contract after a downgrade.
| February 2025 Form 10-Q | 23 |
|---|
Notes to Consolidated Financial Statements
Note 8. Collateralized Transactions
| February 28, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ in millions | Securities<br><br>Lending<br><br>Arrangements | Repurchase<br><br>Agreements | Obligation to<br><br>Return<br><br>Securities<br><br>Received as<br><br>Collateral, at<br><br>Fair Value | Total | ||||||||
| Collateral Pledged: | ||||||||||||
| Corporate equity<br><br>securities ..................... | $1,979.7 | $2,190.7 | $257.7 | $4,428.1 | ||||||||
| Corporate debt<br><br>securities ..................... | 474.9 | 5,146.5 | — | 5,621.4 | ||||||||
| Mortgage-backed and<br><br>asset-backed<br><br>securities ..................... | — | 2,187.7 | — | 2,187.7 | ||||||||
| U.S. government and<br><br>federal agency<br><br>securities ..................... | 30.3 | 8,665.9 | — | 8,696.2 | ||||||||
| Municipal securities ........ | — | 228.3 | — | 228.3 | ||||||||
| Sovereign obligations ..... | 16.8 | 1,889.9 | 29.4 | 1,936.0 | ||||||||
| Loans and other<br><br>receivables .................. | — | 376.4 | — | 376.4 | ||||||||
| Total .................................. | $2,501.6 | $20,685.4 | $287.1 | $23,474.1 | November 30, 2024 | |||||||
| --- | --- | --- | --- | --- | ||||||||
| $ in millions | Securities<br><br>Lending<br><br>Arrangements | Repurchase<br><br>Agreements | Obligation to<br><br>Return<br><br>Securities<br><br>Received as<br><br>Collateral, at<br><br>Fair Value | Total | ||||||||
| Collateral Pledged: | ||||||||||||
| Corporate equity<br><br>securities ..................... | $2,059.8 | $1,394.2 | $3.9 | $3,457.8 | ||||||||
| Corporate debt<br><br>securities ..................... | 416.4 | 4,522.5 | — | 4,938.9 | ||||||||
| Mortgage-backed and<br><br>asset-backed<br><br>securities ..................... | — | 2,384.8 | — | 2,384.8 | ||||||||
| U.S. government and<br><br>federal agency<br><br>securities ..................... | 30.9 | 6,837.1 | — | 6,868.0 | ||||||||
| Municipal securities ........ | — | 212.1 | — | 212.1 | ||||||||
| Sovereign obligations ..... | 33.7 | 1,981.0 | 181.7 | 2,196.4 | ||||||||
| Loans and other<br><br>receivables .................. | — | 757.4 | — | 757.4 | ||||||||
| Total .................................. | $2,540.9 | $18,088.9 | $185.6 | $20,815.4 | February 28, 2025 | |||||||
| --- | --- | --- | --- | --- | --- | |||||||
| $ in millions | Overnight<br><br>and<br><br>Continuous | Up to 30<br><br>Days | 31-90<br><br>Days | Greater<br><br>than 90<br><br>Days | Total | |||||||
| Securities lending<br><br>arrangements .............. | $1,552.0 | $138.4 | $383.8 | $427.4 | $2,501.6 | |||||||
| Repurchase agreements . | 2,601.6 | 8,388.2 | 5,671.7 | 4,023.9 | 20,685.4 | |||||||
| Obligation to return<br><br>securities received as<br><br>collateral, at fair<br><br>value ............................. | 287.1 | — | — | — | 287.1 | |||||||
| Total ................................... | $4,440.7 | $8,526.6 | $6,055.5 | $4,451.3 | $23,474.1 | November 30, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | |||||||
| $ in millions | Overnight<br><br>and<br><br>Continuous | Up to 30<br><br>Days | 31-90<br><br>Days | Greater<br><br>than 90<br><br>Days | Total | |||||||
| Securities lending<br><br>arrangements .............. | $1,617.8 | $154.3 | $250.4 | $518.4 | $2,540.9 | |||||||
| Repurchase agreements . | 2,258.1 | 7,055.1 | 4,182.8 | 4,592.9 | 18,088.9 | |||||||
| Obligation to return<br><br>securities received as<br><br>collateral, at fair<br><br>value ............................. | 185.6 | — | — | — | 185.6 | |||||||
| Total ................................... | $4,061.5 | $7,209.4 | $4,433.2 | $5,111.2 | $20,815.4 |
We receive securities as collateral under resale agreements,
securities borrowing transactions, customer margin loans, and in
connection with securities-for-securities transactions in which we
are the lender of securities. We also receive securities as initial
margin on certain derivative transactions. In many instances, we
are permitted by contract to rehypothecate the securities
received as collateral. These securities may be used to secure
repurchase agreements, enter into securities lending
transactions, satisfy margin requirements on derivative
transactions or cover short positions. At February 28, 2025 and
November 30, 2024, the approximate fair value of securities
received as collateral by us that may be sold or repledged was
$44.15 billion and $37.63 billion, respectively. At February 28,
2025 and November 30, 2024, a substantial portion of the
securities received by us had been sold or repledged.
| 24 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
Securities Financing Agreements
To manage our exposure to credit risk associated with securities financing transactions, we may enter into master netting agreements
and collateral arrangements with counterparties. Generally, transactions are executed under standard industry agreements, including,
but not limited to, master securities lending agreements (securities lending transactions) and master repurchase agreements
(repurchase transactions).
| February 28, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ in millions | Gross<br><br>Amounts | Netting in<br><br>Consolidated<br><br>Statements<br><br>of Financial<br><br>Condition | Net Amounts in<br><br>Consolidated<br><br>Statements of<br><br>Financial<br><br>Condition | Additional<br><br>Amounts<br><br>Available for<br><br>Setoff (1) | Available<br><br>Collateral (2) | Net<br><br>Amount (3) | ||||||||
| Assets: | ||||||||||||||
| Securities borrowing arrangements ................................... | $8,402.2 | $— | $8,402.2 | $(435.3) | $(1,804.9) | $6,162.0 | ||||||||
| Reverse repurchase agreements ......................................... | 15,146.3 | (7,021.1) | 8,125.2 | (1,607.0) | (6,418.1) | 100.1 | ||||||||
| Securities received as collateral, at fair value ................... | 287.1 | — | 287.1 | — | (287.1) | — | ||||||||
| Liabilities: | ||||||||||||||
| Securities lending arrangements ........................................ | $2,501.6 | $— | $2,501.6 | $(435.3) | $(1,999.0) | $67.3 | ||||||||
| Repurchase agreements ....................................................... | 20,685.4 | (7,021.1) | 13,664.3 | (1,607.0) | (11,182.2) | 875.1 | ||||||||
| Obligation to return securities received as collateral, at<br><br>fair value ............................................................................. | 287.1 | — | 287.1 | — | (287.1) | — | November 30, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| $ in millions | Gross<br><br>Amounts | Netting in<br><br>Consolidated<br><br>Statements<br><br>of Financial<br><br>Condition | Net Amounts in<br><br>Consolidated<br><br>Statements of<br><br>Financial<br><br>Condition | Additional<br><br>Amounts<br><br>Available for<br><br>Setoff (1) | Available<br><br>Collateral (2) | Net<br><br>Amount (4) | ||||||||
| Assets: | ||||||||||||||
| Securities borrowing arrangements ................................... | $7,213.4 | $— | $7,213.4 | $(325.4) | $(1,537.3) | $5,350.7 | ||||||||
| Reverse repurchase agreements ......................................... | 11,930.7 | (5,751.0) | 6,179.7 | (1,475.9) | (4,574.0) | 129.8 | ||||||||
| Securities received as collateral, at fair value ................... | 185.6 | — | 185.6 | — | (185.6) | — | ||||||||
| Liabilities: | ||||||||||||||
| Securities lending arrangements ........................................ | $2,540.9 | $— | $2,540.9 | $(325.4) | $(2,091.4) | $124.1 | ||||||||
| Repurchase agreements ....................................................... | 18,088.9 | (5,751.0) | 12,337.9 | (1,475.9) | (10,274.6) | 587.4 | ||||||||
| Obligation to return securities received as collateral, at<br><br>fair value ............................................................................. | 185.6 | — | 185.6 | — | (185.6) | — |
(1)Under master netting agreements with our counterparties, we have the legal right of offset with a counterparty, which incorporates all of the counterparty’s outstanding
rights and obligations under the arrangement. These balances reflect additional credit risk mitigation that is available by a counterparty in the event of a counterparty’s
default, but which are not netted in our Consolidated Statements of Financial Condition because other netting provisions of U.S. GAAP are not met.
(2)Includes securities received or paid under collateral arrangements with counterparties that could be liquidated in the event of a counterparty default and thus offset
against a counterparty’s rights and obligations under the respective repurchase agreements or securities borrowing or lending arrangements.
(3)Includes $6.10 billion of securities borrowing arrangements, for which we have received securities collateral of $5.94 billion, and $815.0 million of repurchase
agreements, for which we have pledged securities collateral of $831.5 million, which are subject to master netting agreements, but we have not determined the
agreements to be legally enforceable.
(4)Includes $5.31 billion of securities borrowing arrangements, for which we have received securities collateral of $5.19 billion, and $645.0 million of repurchase
agreements, for which we have pledged securities collateral of $656.9 million, which are subject to master netting agreements, but we have not determined the
agreements to be legally enforceable.
| February 2025 Form 10-Q | 25 |
|---|
Notes to Consolidated Financial Statements
Cash and Securities Segregated and on Deposit for Regulatory
Purposes or Deposited with Clearing and Depository
Organizations
Cash and securities segregated in accordance with regulatory
regulations and deposited with clearing and depository
organizations primarily consist of deposits in accordance with
Rule 15c3-3 of the Securities Exchange Act of 1934, which
subjects Jefferies LLC as a broker-dealer carrying customer
accounts to requirements related to maintaining cash or qualified
securities in segregated special reserve bank accounts for the
exclusive benefit of its customers.
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Cash and securities segregated and<br><br>on deposit for regulatory purposes<br><br>or deposited with clearing and<br><br>depository organizations ................... | $1,665.9 | $1,132.6 |
Note 9. Securitization Activities
We engage in securitization activities related to corporate loans,
mortgage loans, consumer loans and mortgage-backed and other
asset-backed securities. In our securitization transactions, we
transfer these assets to special purpose entities (“SPEs”) and act
as the placement or structuring agent for the beneficial interests
sold to investors by the SPE. A portion of our securitization
transactions are the securitization of assets issued or
guaranteed by U.S. government agencies. These SPEs generally
meet the criteria of VIEs; however, we generally do not
consolidate the SPEs as we are not considered the primary
beneficiary for these SPEs. Refer to Note 10, Variable Interest
Entities for further discussion on VIEs and our determination of
the primary beneficiary.
We account for our securitization transactions as sales, provided
we have relinquished control over the transferred assets.
Transferred assets are carried at fair value with unrealized gains
and losses reflected in Principal transactions revenues prior to
the identification and isolation for securitization. Subsequently,
revenues recognized upon securitization are reflected as net
underwriting revenues. We generally receive cash proceeds in
connection with the transfer of assets to an SPE. We may,
however, have continuing involvement with the transferred
assets, which is limited to retaining one or more tranches of the
securitization (primarily senior and subordinated debt securities
in the form of mortgage-backed and other-asset backed
securities or CLOs). These securities are included in Financial
instruments owned, at fair value and are generally initially
categorized as Level 2 within the fair value hierarchy.
Securitizations that were accounted for as sales in which we had
continuing involvement:
| Three Months Ended | ||
|---|---|---|
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Transferred assets ..................................................... | $42.0 | $1,502.0 |
| Proceeds on new securitizations ............................. | 42.0 | 1,502.0 |
| Cash flows received on retained interests .............. | 6.4 | 11.0 |
We have no explicit or implicit arrangements to provide additional
financial support to these SPEs, have no liabilities related to
these SPEs and do not have any outstanding derivative contracts
executed in connection with these securitization activities at
February 28, 2025 and November 30, 2024.
Our retained interests in SPEs where we transferred assets and
have continuing involvement and received sale accounting
treatment:
| $ in millions | February 28, 2025 | November 30, 2024 | ||
|---|---|---|---|---|
| Securitization Type | Total<br><br>Assets | Retained<br><br>Interests | Total<br><br>Assets | Retained<br><br>Interests |
| U.S. government agency RMBS ... | $3,125.7 | $29.7 | $3,956.8 | $105.7 |
| U.S. government agency CMBS ... | 1,348.6 | 55.6 | 1,817.1 | 91.8 |
| CLOs ................................................. | 9,083.5 | 31.3 | 9,001.9 | 37.2 |
| Consumer and other loans ........... | 1,204.0 | 36.1 | 1,424.4 | 52.1 |
Total assets represent the unpaid principal amount of assets in
the SPEs in which we have continuing involvement and are
presented solely to provide information regarding the size of the
transactions and the size of the underlying assets supporting our
retained interests and are not considered representative of the
risk of potential loss. Assets retained in connection with a
securitization transaction represent the fair value of the
securities of one or more tranches issued by an SPE, including
senior and subordinated tranches. Our risk of loss is limited to
this fair value amount which is included in total Financial
instruments owned in our Consolidated Statements of Financial
Condition.
Although not obligated, in connection with secondary market-
making activities we may make a market in the securities issued
by these SPEs. In these market-making transactions, we buy
these securities from and sell these securities to investors.
Securities purchased through these market-making activities are
not considered to be continuing involvement in these SPEs. To
the extent we purchased securities through these market-making
activities, and we are not deemed to be the primary beneficiary of
the VIE, these securities are included in agency and non-agency
mortgage-backed and asset-backed securitizations in the
nonconsolidated VIEs section presented in Note 10, Variable
Interest Entities.
Note 10. Variable Interest Entities
VIEs are entities in which equity investors lack the characteristics
of a controlling financial interest. VIEs are consolidated by the
primary beneficiary. The primary beneficiary is the party who has
both (1) the power to direct the activities of a VIE that most
significantly impact the entity’s economic performance and (2)
an obligation to absorb losses of the entity or a right to receive
benefits from the entity that could potentially be significant to the
entity.
Our variable interests in VIEs include debt and equity interests,
commitments, guarantees and certain fees. Our involvement with
VIEs arises primarily from:
•Purchases of securities in connection with our trading and
secondary market making activities;
•Retained interests held as a result of securitization activities;
•Acting as placement agent and/or underwriter in connection
with client-sponsored securitizations;
•Financing of agency and non-agency mortgage-backed and
other asset-backed securities;
•Acting as servicer for a fee to automobile loan financing
vehicles;
| 26 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
•Warehouse funding arrangements for client-sponsored
consumer and mortgage loan vehicles and CLOs through
participation agreements, forward sale agreements, reverse
repurchase agreements, and revolving loan and note
commitments; and
•Loans to, investments in and fees from various investment
vehicles.
We determine whether we are the primary beneficiary of a VIE
upon our initial involvement with the VIE and we reassess
whether we are the primary beneficiary of a VIE on an ongoing
basis. Our determination of whether we are the primary
beneficiary of a VIE is based upon the facts and circumstances
for each VIE and requires judgment. Our considerations in
determining the VIE’s most significant activities and whether we
have power to direct those activities include, but are not limited
to, the VIE’s purpose and design and the risks passed through to
investors, the voting interests of the VIE, management, service
and/or other agreements of the VIE, involvement in the VIE’s
initial design and the existence of explicit or implicit financial
guarantees. In situations where we have determined that the
power over the VIE’s significant activities is shared, we assess
whether we are the party with the power over the most significant
activities. If we are the party with the power over the most
significant activities, we meet the “power” criteria of the primary
beneficiary. If we do not have the power over the most significant
activities or we determine that decisions require consent of each
sharing party, we do not meet the “power” criteria of the primary
beneficiary.
We assess our variable interests in a VIE both individually and in
aggregate to determine whether we have an obligation to absorb
losses of or a right to receive benefits from the VIE that could
potentially be significant to the VIE. The determination of whether
our variable interest is significant to the VIE requires judgment. In
determining the significance of our variable interest, we consider
the terms, characteristics and size of the variable interests, the
design and characteristics of the VIE, our involvement in the VIE
and our market-making activities related to the variable interests.
Consolidated VIEs:
| February 28, 2025 (1) | ||||||
|---|---|---|---|---|---|---|
| $ in millions | Secured<br><br>Funding<br><br>Vehicles | Other | ||||
| Cash ................................................................................... | $— | $2.0 | ||||
| Financial instruments owned ........................................ | — | 43.4 | ||||
| Securities purchased under agreements to resell (2) | 2,964.0 | — | ||||
| Receivables from brokers (3) ......................................... | — | 18.9 | ||||
| Other receivables ............................................................. | — | 3.0 | ||||
| Other assets (4) ............................................................... | — | 89.3 | ||||
| Total assets ...................................................................... | $2,964.0 | $156.6 | ||||
| Financial instruments sold, not yet purchased ........... | $— | $9.0 | ||||
| Other secured financings (5) ......................................... | 2,958.8 | 22.8 | ||||
| Other liabilities (6) ........................................................... | 5.2 | 23.4 | ||||
| Long-term debt ................................................................ | — | 70.1 | ||||
| Total liabilities ................................................................. | $2,964.0 | $125.3 | November 30, 2024 (1) | |||
| --- | --- | --- | ||||
| $ in millions | Secured<br><br>Funding<br><br>Vehicles | Other | ||||
| Cash ................................................................................... | $— | $1.6 | ||||
| Financial instruments owned ......................................... | — | 40.0 | ||||
| Securities purchased under agreements to resell (2) | 2,829.7 | — | ||||
| Receivables from brokers (3) ......................................... | — | 23.5 | ||||
| Other receivables ............................................................. | — | 3.0 | ||||
| Other assets (4) ............................................................... | — | 90.3 | ||||
| Total assets ...................................................................... | $2,829.7 | $158.4 | ||||
| Financial instruments sold, not yet purchased ........... | $— | $7.6 | ||||
| Other secured financings (5) ......................................... | 2,823.0 | 26.1 | ||||
| Other liabilities (6) ........................................................... | 6.7 | 23.1 | ||||
| Long-term debt ................................................................ | — | 70.1 | ||||
| Total liabilities ................................................................. | $2,829.7 | $126.9 |
(1)Assets and liabilities are presented prior to consolidation and thus a portion of
these assets and liabilities are eliminated in consolidation.
(2)Securities purchased under agreements to resell primarily represent amounts
due under collateralized transactions from related consolidated entities, which
are all eliminated in consolidation.
(3)$1.0 million and $1.5 million of receivables from brokers at February 28, 2025
and November 30, 2024, respectively, are with related consolidated entities,
which are eliminated in consolidation.
(4)$3.5 million and $3.4 million of the other assets at February 28, 2025 and
November 30, 2024, respectively, represent intercompany receivables with
related consolidated entities, which are eliminated in consolidation.
(5)$855.4 million and $719.0 million of the other secured financings at
February 28, 2025 and November 30, 2024, respectively, are with related
consolidated entities and are eliminated in consolidation.
(6)$22.0 million of the other liabilities amounts at both February 28, 2025 and
November 30, 2024, are with related consolidated entities, which are
eliminated in consolidation.
Secured Funding Vehicles. We are the primary beneficiary of
asset-backed financing vehicles to which we sell agency and non-
agency residential and commercial mortgage loans, and asset-
backed securities pursuant to the terms of a master repurchase
agreement. Our variable interests in these vehicles consist of our
collateral margin maintenance obligations under the master
repurchase agreement, which we manage, and retained interests
in securities issued. The assets of these VIEs consist of reverse
repurchase agreements, which are available for the benefit of the
vehicle’s debt holders. In addition, we also from time to time
securitize other financial instruments and own variable interests
in the securitization vehicles to the extent that we consolidate
such vehicles.
Other. We are the primary beneficiary of certain investment
vehicles that we manage for external investors and certain
investment vehicles set up for the benefit of our employees as
well as investment vehicles managed by third parties where we
have a controlling financial interest. The assets of these VIEs
consist primarily of equity securities and broker receivables. Our
variable interests in these vehicles consist of equity securities,
management and performance fees and revenue share. The
creditors of these VIEs do not have recourse to our general credit
and each such VIE’s assets are not available to satisfy any other
debt.
We are the primary beneficiary of a real estate syndication entity
that develops multi-family residential property and manages the
property. The assets of the VIE consist primarily of real estate
and its liabilities primarily consist of accrued expenses and long-
term debt secured by the real estate property. Our variable
interest in the VIE primarily consists of our limited liability
company interest, a sponsor promote and development and
asset management fees for managing the project.
| February 2025 Form 10-Q | 27 |
|---|
Notes to Consolidated Financial Statements
We are the primary beneficiary of special purpose vehicles that
hold risk retention notes issued as part of unsecured loan asset-
backed transactions. Our variable interest in the VIEs primarily
consists of our ownership of certificates issued by the VIEs.
Nonconsolidated VIEs
| February 28, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Carrying Amount | Maximum<br><br>Exposure to<br><br>Loss | VIE Assets | ||||||||
| $ in millions | Assets | Liabilities | ||||||||
| CLOs ...................................... | $1,356.6 | $26.3 | $6,109.4 | $15,549.0 | ||||||
| Asset-backed vehicles ........ | 853.6 | — | 989.5 | 4,354.2 | ||||||
| Related party private equity<br><br>vehicles ............................ | 3.3 | — | 13.6 | 33.9 | ||||||
| Other investment vehicles .. | 1,238.7 | — | 1,394.5 | 19,586.5 | ||||||
| Total ....................................... | $3,452.2 | $26.3 | $8,507.0 | $39,523.6 | November 30, 2024 | |||||
| --- | --- | --- | --- | --- | ||||||
| Carrying Amount | Maximum<br><br>Exposure to<br><br>Loss | VIE Assets | ||||||||
| $ in millions | Assets | Liabilities | ||||||||
| CLOs ...................................... | 951.8 | $26.5 | $6,511.1 | $14,872.4 | ||||||
| Asset-backed vehicles ........ | 827.4 | — | 946.3 | 4,266.7 | ||||||
| Related party private equity<br><br>vehicles ............................ | 3.7 | — | 14.0 | 34.4 | ||||||
| Other investment vehicles .. | 1,107.8 | — | 1,365.8 | 19,064.1 | ||||||
| Total ....................................... | $2,890.7 | $26.5 | $8,837.2 | $38,237.6 |
Our maximum exposure to loss often differs from the carrying
value of the variable interests. The maximum exposure to loss is
dependent on the nature of our variable interests in the VIEs and
is limited to the notional amounts of certain loan and equity
commitments and guarantees. Our maximum exposure to loss
does not include the offsetting benefit of any financial
instruments that may be utilized to hedge the risks associated
with our variable interests and is not reduced by the amount of
collateral held as part of a transaction with a VIE.
Collateralized Loan Obligations. Assets collateralizing the CLOs
include bank loans, participation interests, sub-investment grade
and senior secured U.S. loans, and senior secured Euro-
denominated corporate leveraged loans and bonds. We
underwrite securities issued in CLO transactions on behalf of
sponsors and provide advisory services to the sponsors. We may
also sell corporate loans to the CLOs. Our variable interests in
connection with CLOs where we have been involved in providing
underwriting and/or advisory services consist of the following:
•Forward sale agreements whereby we commit to sell, at a fixed
price, corporate loans and ownership interests in an entity
holding such corporate loans to CLOs;
•Warehouse funding arrangements in the form of:
◦Participation interests in corporate loans held by CLOs and
commitments to fund such participation interests;
◦Reverse repurchase agreements with collateral margin
maintenance obligations and commitments to fund such
reverse repurchase agreements; and
◦Senior and subordinated notes issued in connection with
CLO warehousing activities.
•Trading positions in securities issued in CLO transactions; and
•Investments in variable funding notes issued by CLOs.
Asset-Backed Vehicles. We provide financing and lending related
services to certain client-sponsored VIEs in the form of revolving
funding note agreements, revolving credit facilities, forward
purchase agreements and reverse repurchase agreements. We
also may transfer originated corporate loans to certain VIEs and
hold subordinated interests issued by the vehicle. The underlying
assets, which are collateralizing the vehicles, are primarily
composed of unsecured consumer loans, mortgage loans and
corporate loans. In addition, we may provide structuring and
advisory services and act as an underwriter or placement agent
for securities issued by the vehicles. We do not control the
activities of these entities.
Related Party Private Equity Vehicles. We have committed to
invest in private equity funds, (the “JCP Funds”, including JCP
Fund V (refer to Note 11, Investments for further information))
managed by Jefferies Capital Partners, LLC (the “JCP Manager”).
Additionally, we have committed to invest in the general partners
of the JCP Funds (the “JCP General Partners”) and the JCP
Manager. Our variable interests in the JCP Funds, JCP General
Partners and JCP Manager (collectively, the “JCP Entities”)
consist of equity interests that, in total, provide us with limited
and general partner investment returns of the JCP Funds, a
portion of the carried interest earned by the JCP General Partners
and a portion of the management fees earned by the JCP
Manager. At both February 28, 2025 and November 30, 2024, our
total equity commitment in the JCP Entities was $133.0 million,
of which $123.2 million had been funded. The carrying value of
our equity investments in the JCP Entities was $2.8 million and
$3.2 million at February 28, 2025 and November 30, 2024,
respectively. Our exposure to loss is limited to the total of our
carrying value and unfunded equity commitment. The assets of
the JCP Entities primarily consist of private equity and equity
related investments. At both February 28, 2025 and November 30,
2024, we had also committed to invest $1.0 million, of which $0.5
million was funded in a private equity fund managed by us for the
benefit of our employees. The carrying value of our equity was
$0.5 million at both February 28, 2025 and November 30, 2024.
Other Investment Vehicles. At February 28, 2025 and
November 30, 2024, we had equity commitments to invest $1.46
billion and $1.43 billion, respectively, in various other investment
vehicles, of which $1.30 billion and $1.17 billion was funded,
respectively. The carrying value of our equity investments was
$1.24 billion and $1.11 billion at February 28, 2025 and
November 30, 2024, respectively. Our exposure to loss is limited
to the total of our carrying value and unfunded equity
commitment. These investment vehicles have assets primarily
consisting of private and public equity investments, debt
instruments, trade and insurance claims and various oil and gas
assets.
Mortgage-Backed and Other Asset-Backed Secured Funding
Vehicles. In connection with our secondary trading and market-
making activities, we buy and sell agency and non-agency
mortgage-backed securities and other asset-backed securities,
which are issued by third-party securitization SPEs and are
generally considered variable interests in VIEs. Securities issued
by securitization SPEs are backed by residential mortgage loans,
U.S. agency collateralized mortgage obligations, commercial
mortgage loans, CDOs and CLOs and other consumer loans, such
as installment receivables, automobile loans and student loans.
These securities are accounted for at fair value and included in
Financial instruments owned. We have no other involvement with
the related SPEs and therefore do not consolidate these entities.
| 28 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
We also engage in underwriting, placement and structuring
activities for third-party-sponsored securitization trusts generally
through agency (Fannie Mae, Federal Home Loan Mortgage
Corporation (“Freddie Mac”) or Ginnie Mae) or non-agency-
sponsored SPEs and may purchase loans or mortgage-backed
securities from third-parties that are subsequently transferred
into the securitization trusts. The securitizations are backed by
residential and commercial mortgage, home equity and
automobile loans. We do not consolidate agency-sponsored
securitizations as we do not have the power to direct the
activities of the SPEs that most significantly impact their
economic performance. Further, we are not the servicer of non-
agency-sponsored securitizations and therefore do not have
power to direct the most significant activities of the SPEs and
accordingly, do not consolidate these entities. We may retain
unsold senior and/or subordinated interests at the time of
securitization in the form of securities issued by the SPEs.
At February 28, 2025 and November 30, 2024, we held $1.55
billion and $1.84 billion of agency mortgage-backed securities,
respectively, and $67.6 million and $201.1 million of non-agency
mortgage-backed and other asset-backed securities, respectively,
as a result of our secondary trading and market-making activities,
and underwriting, placement and structuring activities. Our
maximum exposure to loss on these securities is limited to the
carrying value of our investments in these securities. These
mortgage-backed and other asset-backed secured funding
vehicles discussed are not included in the above table containing
information about our variable interests in nonconsolidated VIEs.
Note 11. Investments
Investments for which we exercise significant influence over the
investee are accounted for under the equity method of
accounting with our shares of the investees’ earnings recognized
in Other revenues. Equity method investments, including any
loans to the investees, are reported within Investments in and
loans to related parties.
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 | ||||
|---|---|---|---|---|---|---|
| Total Investments in and loans to related<br><br>parties ........................................................ | $1,383.3 | $1,385.7 | Three Months Ended | |||
| --- | --- | --- | ||||
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 | ||||
| Total equity method pickup earnings recognized<br><br>in Other revenues .................................................... | $7.1 | $8.7 |
The following presents summarized financial information about
our significant equity method investees. For certain investees, we
receive financial information on a lag and the summarized
information provided for these investees is based on the latest
financial information available as of February 28, 2025,
November 30, 2024 and February 29, 2024.
Jefferies Finance
Jefferies Finance, our 50/50 joint venture with Massachusetts
Mutual Life Insurance Company (“MassMutual”) structures,
underwrites and syndicates primarily senior secured loans to
corporate borrowers; and manages proprietary and third-party
investments in both broadly syndicated and direct lending loans.
In connection with its Leveraged Finance business, loans are
originated primarily through our investment banking efforts and
Jefferies Finance typically syndicates to third-party investors
substantially all of its arranged volume through us. The Asset
Management business is a multi-strategy private credit platform
that manages proprietary and third-party capital across
commingled funds, funds-of-one, separately managed accounts,
business development companies, CLOs and levered balance
sheet funds. Broadly syndicated loan investments are sourced
through transactions arranged by Jefferies Finance and third-
party arrangers and managed through its subsidiary, Apex Credit
Partners LLC. Direct lending investments are primarily sourced
through us. Jefferies Finance and its subsidiaries that are
involved in investment management are registered investment
advisers with the SEC.
At February 28, 2025, we and MassMutual each had equity
commitments to Jefferies Finance of $750.0 million, for a
combined total commitment of $1.5 billion. The equity
commitment is reduced quarterly based on our share of any
undistributed earnings from Jefferies Finance and the
commitment is increased only to the extent the share of such
earnings are distributed. At February 28, 2025, our remaining
commitment to Jefferies Finance was $15.4 million. The
investment commitment is scheduled to expire on March 1, 2026
with automatic one year extensions absent a 60 day termination
notice by either party.
Jefferies Finance has executed a Secured Revolving Credit
Facility with us and MassMutual, to be funded equally, to support
loan underwritings by Jefferies Finance, which bears interest
based on the interest rates of the related Jefferies Finance
underwritten loans and is secured by the underlying loans funded
by the proceeds of the facility. The total Secured Revolving Credit
Facility is a committed amount of $500.0 million at February 28,
- Advances are shared equally between us and MassMutual.
The facility is scheduled to mature on March 1, 2026 with
automatic one year extensions absent a 60 day termination
notice by either party. At February 28, 2025, our $250.0 million
commitment was undrawn.
Activity related to the facility:
| Three Months Ended | ||
|---|---|---|
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Unfunded commitment fees ....................................... | $0.3 | $0.3 |
Selected financial information for Jefferies Finance:
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 | ||||
|---|---|---|---|---|---|---|
| Total assets .................................................... | $6,007.1 | $5,762.6 | ||||
| Total liabilities ................................................ | 4,669.9 | 4,415.6 | ||||
| Total mezzanine equity ................................. | 13.8 | 14.4 | $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 | |
| --- | --- | --- | ||||
| Our total investment balance ....................... | $661.7 | $666.3 | Three Months Ended | |||
| --- | --- | --- | ||||
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 | ||||
| Net earnings (losses) attributable to members ........ | $(1.7) | $6.9 | ||||
| February 2025 Form 10-Q | 29 | |||||
| --- | --- |
Notes to Consolidated Financial Statements
Activity related to our other transactions with Jefferies Finance:
| Three Months Ended | ||
|---|---|---|
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Origination and syndication fee revenues (1) .......... | $60.2 | $52.4 |
| Origination fee expenses (1) ...................................... | 18.5 | 14.9 |
| CLO placement and structuring fee revenues (2) .. | 0.2 | — |
| Investment fund placement fee revenues (3) ........... | 0.6 | 0.5 |
| Service fees (4) ............................................................. | 54.4 | 44.9 |
(1)We engage in the origination and syndication of loans underwritten by
Jefferies Finance. In connection with such services, we earned fees, which are
recognized in Investment banking revenues. In addition, we paid fees to
Jefferies Finance in respect of certain loans originated by Jefferies Finance,
which are recognized as Business development expenses.
(2)We act as a placement and/or structuring agent for CLOs managed by
Jefferies Finance, for which we recognized fees and are included in
Investment banking revenues.
(3)We act as a placement agent for investment funds managed by Jefferies
Finance, for which we recognized fees and are included in Commissions and
other fees.
(4)Under a service agreement, we charge Jefferies Finance for various
administrative services provided.
In connection with non-U.S. dollar loans originated by Jefferies
Finance to borrowers who are investment banking clients of ours,
we have entered into an agreement to indemnify Jefferies
Finance with respect to any foreign currency exposure.
Receivables from Jefferies Finance, included in Other assets,
were $2.5 million and $1.9 million at February 28, 2025 and
November 30, 2024, respectively. At November 30, 2024,
payables to Jefferies Finance, related to cash deposited with us
and included in Payables to customers, was $13.7 million.
Berkadia
Berkadia is a commercial real estate finance and investment
sales joint venture that was formed by us and Berkshire
Hathaway Inc. We are entitled to receive 45.0% of the profits of
Berkadia. Berkadia originates commercial and multifamily real
estate loans that are sold to U.S. government agencies or other
investors with Berkadia retaining the servicing rights. Berkadia
also provides advisory services in connection with sales of
multifamily assets. Berkadia is a servicer of commercial real
estate loans in the U.S., performing primary, master and special
servicing functions for U.S. government agency programs and
financial services companies.
Commercial paper issued by Berkadia is supported by a
$1.50 billion surety policy issued by a Berkshire Hathaway
insurance subsidiary and corporate guaranty, and we have
agreed to reimburse Berkshire Hathaway for one-half of any
losses incurred thereunder. At February 28, 2025, the aggregate
amount of commercial paper outstanding was $1.47 billion.
Selected financial information for Berkadia:
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 | ||||
|---|---|---|---|---|---|---|
| Total assets ................................................... | $4,183.1 | $4,963.2 | ||||
| Total liabilities ............................................... | 2,840.6 | 3,515.6 | ||||
| Total noncontrolling interest ....................... | 397.0 | 502.1 | $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 | |
| --- | --- | --- | ||||
| Our total investment balance ....................... | $428.5 | $427.7 | Three Months Ended | |||
| --- | --- | --- | ||||
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 | ||||
| Net earnings attributable to members ...................... | $37.8 | $29.3 | Three Months Ended | |||
| --- | --- | --- | ||||
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 | ||||
| Distributions .................................................................. | $16.1 | $3.8 |
At February 28, 2025 and November 30, 2024, we had
commitments to purchase $18.1 million and $21.8 million,
respectively, of agency CMBS from Berkadia.
Activity related to our other transactions with Berkadia:
| Three Months Ended | ||
|---|---|---|
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Transaction referral fee revenue (1) .......................... | $0.1 | $— |
(1)We refer Berkadia to our clients to act as a transaction servicer and receive
fees, which are included in Commissions and other fees.
Real Estate Investments
Our real estate equity method investments primarily consist of
our equity interests in Brooklyn Renaissance Plaza and Hotel and
54 Madison. Brooklyn Renaissance Plaza is composed of a hotel,
office building complex and parking garage located in Brooklyn,
New York. We have a 25.4% equity interest in the hotel and a
61.3% equity interest in the office building and garage. Although
we have a majority interest in the office building and garage, we
do not have control, but only have the ability to exercise
significant influence on this investment. We are amortizing our
basis difference between the estimated fair value and the
underlying book value of Brooklyn Renaissance office building
and garage over the respective useful lives (weighted average life
of 39 years).
We own a 48.1% equity interest in 54 Madison, a fund that most
recently owned an interest in one real estate project and the fund
is in the process of being liquidated.
Selected financial information for our significant real estate
investments:
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 | ||||
|---|---|---|---|---|---|---|
| Total assets .................................................... | $329.2 | $326.0 | ||||
| Total liabilities ................................................ | 484.2 | 484.7 | ||||
| February 28,<br><br>2025 | November 30,<br><br>2024 | |||||
| Our total investment balance ....................... | $99.1 | $97.8 | Three Months Ended | |||
| --- | --- | --- | ||||
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 | ||||
| Net earnings .................................................................. | $4.6 | $2.5 | ||||
| 30 | Jefferies Financial Group Inc. | |||||
| --- | --- |
Notes to Consolidated Financial Statements
JCP Fund V
We have limited partnership interests of 11% and 50% in Jefferies
Capital Partners V L.P. and Jefferies SBI USA Fund L.P. (together,
“JCP Fund V”), respectively, which are private equity funds
managed by a team led by our President and which are in the
process of being fully liquidated. The amount of our investments
in JCP Fund V included in Financial instruments owned, at fair
value was $2.7 million and $2.9 million at February 28, 2025 and
November 30, 2024, respectively. We account for these
investments at fair value based on the NAV of the funds provided
by the fund managers. The following summarizes the results
from these investments which are included in Principal
transactions revenues:
| Three Months Ended | ||
|---|---|---|
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Net losses from our investments in JCP Fund V ...... | $(0.2) | $(0.3) |
At both February 28, 2025 and November 30, 2024, we were
committed to invest equity of up to $85.0 million in JCP Fund V.
At both February 28, 2025 and November 30, 2024, our unfunded
commitment relating to JCP Fund V was $8.7 million. We do not
expect any further capital to be called by JCP Fund V.
The following is a summary of the Net change in net assets
resulting from operations for 100.0% of JCP Fund V, in which we
owned effectively 35.1% at February 28, 2025 of the combined
equity interests:
| Three Months Ended December 31, | ||
|---|---|---|
| $ in millions | 2024 | 2023 |
| Net decrease in net assets resulting from<br><br>operations (1) .......................................................... | $(0.6) | $(0.9) |
(1)Financial information for JCP Fund V within our results of operations for the
three months ended February 28, 2025 and February 29, 2024 is included
based on the periods presented.
Asset Management Investments
Hildene
In July 2024, we invested $25.0 million in the Class A Common
Equity Units of Hildene Insurance Holdings, LLC (“Hildene
Insurance”), an investment fund with insurance exposures. The
investment is accounted for under the equity method with a
carrying amount of $28.1 million and $27.5 million at
February 28, 2025 and November 30, 2024, respectively. On
March 1, 2025 we made an additional investment of $75 million
in Hildene Insurance, which resulted in an increase of our
effective ownership from 8.83% to 23.3%.
Selected financial information for 100.0% of Hildene Insurance:
| $ in millions | December 31,<br><br>2024 (1) | September 30,<br><br>2024 (1) | |||
|---|---|---|---|---|---|
| Total assets .................................................... | $359.1 | $304.2 | |||
| Total liabilities ................................................ | 31.8 | 0.2 | |||
| Total members’ equity .................................. | 327.3 | 304.0 | $ in millions | Three Months<br><br>Ended<br><br>December 31,<br><br>2024 (1) | |
| --- | --- | ||||
| Net increase in members’ equity resulting from operations ....... | $8.4 |
(1)Financial information for Hildene Insurance Holdings, LLC included in our
financial position at February 28, 2025 and November 30, 2024 is based on
the dates presented, and in our results of operations for the three months
ended February 28, 2025 is based on the period presented.
ApiJect
We own shares that represent a 33.6% economic interest in
ApiJect at both February 28, 2025 and at November 30, 2024,
which are accounted for at fair value by electing the fair value
option available under U.S. GAAP, and are included within
corporate equity securities in Financial instruments owned, at fair
value. At both February 28, 2025 and November 30, 2024, the
total fair value of our total equity investment in common shares
of ApiJect was $116.1 million, which is classified within Level 3
of the fair value hierarchy.
Additionally, we own warrants to purchase up to 950,000 shares
of common stock at any time or from time to time on or before
April 15, 2032, and we have a right to 1.125% of ApiJect’s future
revenues.
We also have a term loan agreement with a principal of ApiJect
for $23.3 million, which will mature on April 30, 2025. The loan is
accounted for at amortized cost and is reported within Other
assets. The loan has a fair value of $23.3 million at both
February 28, 2025 and November 30, 2024, which would be
classified as Level 3 in the fair value hierarchy.
Aircadia
In December 2023, Aircadia Leasing II LLC (“Aircadia”), a wholly
owned subsidiary, purchased airplanes and simultaneously
entered into a lease with the seller to lease the airplanes for a
term of 42 months. The transaction was accounted for as a sale
leaseback and the airplanes were recognized within Premises
and equipment at $57.7 million. During the three months ended
February 28, 2025 and February 29, 2024, we recognized $5.6
million and $3.8 million, respectively, of operating lease income.
Also in December 2023, we provided a loan to the seller for
$30.0 million, which was paid off on April 1, 2025. The loan was
accounted for at amortized cost and included within Investments
in and loans to related parties. We recognized interest income of
$0.7 million and $0.6 million on the loan during the three months
ended February 28, 2025 and February 29, 2024, respectively. We
also hold preferred shares in the seller, which are accounted for
at fair value in Financial instruments owned with a fair value of
$37.1 million at both February 28, 2025 and November 30, 2024,
and are classified within Level 3 of the fair value hierarchy.
In September 2024, we provided a €15.0 million loan, maturing in
May 2025, to an individual related to the seller, secured by a
privately owned aircraft and guaranteed by the individual. We
recognized interest income of $0.5 million for the three months
ended February 28, 2025.
During 2024, we classified the airplanes related to the sale
leaseback transaction as held for sale. The airplanes are included
within Assets held for sale on our Consolidated Statements of
Financial Condition and have a carrying amount of $51.9 million
at both February 28, 2025 and November 30, 2024. We are
actively pursuing avenues to dispose of the airplanes through a
sale process. Effective with the designation of the airplanes as
held for sale, we suspended recording depreciation on these
assets.
Note 12. Credit Losses on Financial Assets Measured at
Amortized Cost
Secured Financing Receivables. In evaluating secured financing
receivables (reverse repurchases agreements, securities
borrowing arrangements, and margin loans), the underlying
collateral maintenance provisions are taken into consideration.
The underlying contractual collateral maintenance for
| February 2025 Form 10-Q | 31 |
|---|
Notes to Consolidated Financial Statements
significantly all of our secured financing receivables requires that
the counterparty continually adjust the collateralization amount,
securing the credit exposure on these contracts. Collateralization
levels for our secured financing receivables are initially
established based upon the counterparty, the type of acceptable
collateral that is monitored daily and adjusted to mitigate the
potential of any credit losses. Credit losses are not recognized
for secured financing receivables where the underlying
collateral’s fair value is equal to or exceeds the asset’s amortized
cost basis. In cases where the collateral’s fair value does not
equal or exceed the amortized cost basis, the allowance for
credit losses, if any, is limited to the difference between the fair
value of the collateral at the reporting date and the amortized
cost basis of the financial assets.
Broker Receivables. Our receivables from brokers, dealers, and
clearing organizations include deposits of cash with exchange
clearing organizations to meet margin requirements, amounts
due from clearing organizations for daily variation settlements,
securities failed-to-deliver or receive and receivables and
payables for fees and commissions. These receivables generally
do not give rise to material credit risk and have a remote
probability of default either because of their short-term nature or
due to the credit protection framework inherent in the design and
operations of brokers, dealers and clearing organizations. As
such, generally, no allowance for credit losses is held against
these receivables.
Investment Banking Fee Receivables. Our allowance for credit
losses on our investment banking fee receivables uses a
provisioning matrix based on the shared risk characteristics and
historical loss experience for such receivables. In some
instances, we may adjust the allowance calculated based on the
provision matrix to incorporate a specific allowance based on the
unique credit risk profile of a receivable. The provisioning matrix
is periodically updated to reflect changes in the underlying
portfolio’s credit characteristics and most recent historical loss
data.
Allowance for credit losses for investment banking receivables:
| Three Months Ended | ||
|---|---|---|
| $ in thousands | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Beginning balance ............................................. | $5,277 | $6,306 |
| Bad debt expense .............................................. | 1,347 | 1,011 |
| Charge-offs ......................................................... | (3,076) | (2,500) |
| Recoveries collected ......................................... | (1,502) | (1,854) |
| Ending balance (1) ............................................. | $2,046 | $2,963 |
(1)Substantially all of the allowance for doubtful accounts relate to mergers and
acquisitions and restructuring fee receivables, which include recoverable
expense receivables.
Other Financial Assets. For all other financial assets measured at
amortized cost, we estimate expected credit losses over the
financial assets’ life as of the reporting date based on relevant
information about past events, current conditions, and
reasonable and supportable forecasts. During the three months
ended February 29, 2024, we recognized bad debt expense of
$27.0 million related to receivables associated with our asset
management arrangements with Weiss Multi-Strategy Advisers.
Note 13. Goodwill and Intangible Assets
Goodwill
| Three Months Ended February 28, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| $ in thousands | Investment<br><br>Banking and<br><br>Capital<br><br>Markets | Asset<br><br>Management | Total | |||||
| Balance, at beginning of period ................... | $1,533,013 | $294,925 | $1,827,938 | |||||
| Currency translation and other<br><br>adjustments .............................................. | (1,151) | (2,140) | (3,291) | |||||
| Balance, at end of period ............................. | $1,531,862 | $292,785 | $1,824,647 | Three Months Ended February 29, 2024 | ||||
| --- | --- | --- | --- | |||||
| $ in thousands | Investment<br><br>Banking and<br><br>Capital<br><br>Markets | Asset<br><br>Management | Total | |||||
| Balance, at beginning of period ................... | $1,532,172 | $315,684 | $1,847,856 | |||||
| Currency translation and other<br><br>adjustments .............................................. | (231) | — | (231) | |||||
| Measurement period adjustments (1) ........ | — | (26,954) | (26,954) | |||||
| Goodwill relating to acquisitions by<br><br>Tessellis ..................................................... | — | 3,366 | 3,366 | |||||
| Balance, at end of period ............................. | $1,531,941 | $292,096 | $1,824,037 |
(1)Refer to Note 4, Business Acquisitions for further discussion.
Carrying values of goodwill by reporting unit:
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Investment banking ............................................................. | $700.1 | $700.7 |
| Equities and wealth management ..................................... | 255.2 | 255.4 |
| Fixed income ........................................................................ | 576.5 | 576.9 |
| Asset management ............................................................. | 143.0 | 143.0 |
| Other investments ............................................................... | 149.8 | 151.9 |
| Total ...................................................................................... | $1,824.6 | $1,827.9 |
Intangible Assets
| February 28, 2025 | ||||
|---|---|---|---|---|
| $ in thousands | Gross<br><br>Cost | Assets<br><br>Acquired | Accumulated<br><br>Amortization | Net Carrying Amount |
| Customer relationships ....................... | $161,576 | $622 | $(107,035) | 55,163 |
| Trademarks and trade names ............ | 156,418 | — | (49,634) | 106,784 |
| Exchange and clearing organization<br><br>membership interests and<br><br>registrations .......................................... | 8,678 | — | — | 8,678 |
| Other ...................................................... | 76,049 | 41 | (33,456) | 42,634 |
| Total ....................................................... | $402,721 | $663 | $(190,125) | 213,259 |
All values are in US Dollars.
| November 30, 2024 | |||||
|---|---|---|---|---|---|
| $ in thousands | Gross<br><br>Cost | Assets<br><br>Acquired<br><br>(1) | Impairment<br><br>Losses | Accumulated<br><br>Amortization | Net Carrying Amount |
| Customer relationships | $136,049 | $26,450 | $— | $(104,539) | 57,960 |
| Trademarks and trade<br><br>names .............................. | 146,032 | 8,533 | — | (45,412) | 109,153 |
| Exchange and clearing<br><br>organization<br><br>membership interests<br><br>and registrations ............ | 8,715 | — | (10) | — | 8,705 |
| Other ................................ | 50,930 | 26,316 | — | (26,693) | 50,553 |
| Total ................................ | $341,726 | $61,299 | $(10) | $(176,644) | 226,371 |
All values are in US Dollars.
(1)Includes a $39.3 million measurement period adjustment recorded during the
first quarter of 2024 related to the OpNet acquisition. Refer to Note 4,
Business Acquisitions for further information.
Amortization Expense
For finite life intangible assets, we recognized aggregate
amortization expense of $7.8 million and $5.6 million for the
three months ended February 28, 2025 and February 29, 2024,
respectively. These expenses are included in Depreciation and
amortization.
| 32 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
Estimated future amortization expense for the next five fiscal
years (in thousands):
| Remainder of fiscal year 2025 ................................................................ | $22,496 |
|---|---|
| Year ending November 30, 2026 ............................................................ | 29,880 |
| Year ending November 30, 2027 ............................................................ | 27,563 |
| Year ending November 30, 2028 ............................................................ | 26,383 |
| Year ending November 30, 2029 ............................................................ | 15,382 |
Note 14. Revenues from Contracts with Customers
| Three Months Ended | ||
|---|---|---|
| $ in thousands | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Revenues from contracts with customers: | ||
| Investment banking ..................................................... | $725,661 | $679,065 |
| Commissions and other fees .................................... | 287,965 | 245,543 |
| Asset management fees ............................................. | 45,808 | 29,361 |
| Real estate revenues ................................................... | 11,081 | 3,149 |
| Internet connection and broadband revenues (1) ... | 57,804 | 63,616 |
| Other contracts with customers ................................ | 16,107 | 14,099 |
| Total revenue from contracts with customers ....... | 1,144,426 | 1,034,833 |
| Other sources of revenue: | ||
| Principal transactions .................................................. | 407,230 | 640,736 |
| Revenues from strategic affiliates ............................ | 43,449 | 21,011 |
| Interest ........................................................................... | 845,171 | 819,489 |
| Other (1) ......................................................................... | 32,588 | 35,873 |
| Total revenues ............................................................. | $2,472,864 | $2,551,942 |
(1)There was an immaterial correction associated with classification of certain
revenue as revenue from contracts with customers, which resulted in a
$63.6 million decrease in other revenue and a $63.6 million increase in
internet connection and broadband revenues for the three months ended
February 29, 2024.
Disaggregation of Revenue
| Three Months Ended February 28, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| $ in thousands | Investment<br><br>Banking and<br><br>Capital Markets | Asset<br><br>Management | Total | |||||
| Major business activity: | ||||||||
| Investment banking - Advisory ................ | $397,780 | $— | $397,780 | |||||
| Investment banking - Underwriting ......... | 327,881 | — | 327,881 | |||||
| Equities (1) ................................................. | 286,050 | — | 286,050 | |||||
| Fixed income (1) ........................................ | 1,915 | — | 1,915 | |||||
| Asset management ................................... | — | 45,808 | 45,808 | |||||
| Other investments ..................................... | — | 84,992 | 84,992 | |||||
| Total ............................................................ | $1,013,626 | $130,800 | $1,144,426 | |||||
| Primary geographic region: | ||||||||
| Americas ..................................................... | $748,675 | $71,070 | $819,745 | |||||
| Europe and the Middle East ..................... | 173,121 | 58,794 | 231,915 | |||||
| Asia-Pacific ................................................ | 91,830 | 936 | 92,766 | |||||
| Total ............................................................ | $1,013,626 | $130,800 | $1,144,426 | Three Months Ended February 29, 2024 | ||||
| --- | --- | --- | --- | |||||
| $ in thousands | Investment<br><br>Banking and<br><br>Capital Markets | Asset<br><br>Management | Total | |||||
| Major business activity: | ||||||||
| Investment banking - Advisory ................ | $338,568 | $— | $338,568 | |||||
| Investment banking - Underwriting ......... | 340,497 | — | 340,497 | |||||
| Equities (1) ................................................. | 242,576 | — | 242,576 | |||||
| Fixed income (1) ........................................ | 2,430 | — | 2,430 | |||||
| Asset management ................................... | — | 29,361 | 29,361 | |||||
| Other investments (2) ............................... | — | 81,401 | 81,401 | |||||
| Total ............................................................ | $924,071 | $110,762 | $1,034,833 | |||||
| Primary geographic region: | ||||||||
| Americas ..................................................... | $730,377 | $45,199 | $775,576 | |||||
| Europe and the Middle East (2) ............... | 126,002 | 64,722 | 190,724 | |||||
| Asia-Pacific ................................................ | 67,692 | 841 | 68,533 | |||||
| Total ............................................................ | $924,071 | $110,762 | $1,034,833 |
(1)Revenues from contracts with customers associated with the equities and
fixed income businesses primarily represent commissions and other fee
revenue.
(2)There was an immaterial correction associated with classification of certain
revenue as revenue from contracts with customers, which resulted in a
$63.6 million increase in Other investments within major business activities
and a $63.6 million increase in Europe and the Middle East under primary
geographic regions for the three months ended February 29, 2024.
Information on Remaining Performance Obligations and Revenue
Recognized from Past Performance
We do not disclose information about remaining performance
obligations pertaining to contracts that have an original expected
duration of one year or less. The transaction price allocated to
remaining unsatisfied or partially unsatisfied performance
obligations with an original expected duration exceeding one year
was not material at February 28, 2025. Investment banking
advisory fees that are contingent upon completion of a specific
milestone and fees associated with certain distribution services
are also excluded as the fees are considered variable and not
included in the transaction price.
During the three months ended February 28, 2025, we recognized
$58.2 million, compared with $19.2 million during the three
months ended February 29, 2024, of revenue related to
performance obligations satisfied (or partially satisfied) in
previous periods, mainly due to resolving uncertainties in variable
consideration that was constrained in prior periods. In addition,
three months ended February 28, 2025, we recognized $7.7
million compared with $6.3 million during the three months
ended February 29, 2024, of revenues primarily associated with
distribution services, a portion of which relates to prior periods.
Contract Balances
The timing of our revenue recognition may differ from the timing
of payment by our customers. We record a receivable when
revenue is recognized prior to payment and we have an
unconditional right to payment. Alternatively, when payment
precedes the provision of the related services, we record deferred
revenue until the performance obligations are satisfied.
Our deferred revenue primarily relates to retainer and milestone
fees received in investment banking advisory engagements
where the performance obligation has not yet been satisfied.
Deferred revenue at February 28, 2025 and November 30, 2024
was $81.0 million and $79.1 million, respectively, which is
recorded in Accrued expenses and other liabilities. During the
three months ended February 28, 2025 and February 29, 2024, we
recognized revenues of $27.4 million and $23.8 million
| February 2025 Form 10-Q | 33 |
|---|
Notes to Consolidated Financial Statements
respectively, that were recorded as deferred revenue at the
beginning of the year.
We had receivables related to revenues from contracts with
customers of $296.2 million and $275.9 million at February 28,
2025 and November 30, 2024, respectively.
Contract Costs
We capitalize costs to fulfill contracts associated with
investment banking advisory engagements where the revenue is
recognized at a point in time and the costs are determined to be
recoverable. Capitalized costs to fulfill a contract are recognized
at the point in time that the related revenue is recognized.
At February 28, 2025 and November 30, 2024, capitalized costs
to fulfill a contract were $6.5 million and $5.8 million,
respectively, which are recorded in Receivables – Fees, interest
and other. During the three months ended February 28, 2025, we
recognized expenses of $0.9 million, compared with $1.0 million
during the three months ended February 29, 2024, related to
costs to fulfill a contract that were capitalized as of the beginning
of the period. There were no significant impairment charges
recognized in relation to these capitalized costs during the three
months ended February 28, 2025 and February 29, 2024.
Note 15. Compensation Plans
For a description of Restricted Stock, Restricted Stock Units, the
Senior Executive Compensation Plan and other compensation
plans refer to Note 15. Compensation Plans in our consolidated
financial statements included in Part II, Item 8 of our Annual
Report on Form 10-K for the year ended November 30, 2024.
At February 28, 2025, there were approximately 2.3 million shares
of restricted stock outstanding with future service required,
4.4 million RSUs outstanding with future service required
(including target RSUs that may be issued under the senior
executive compensation plan), 9.6 million RSUs outstanding with
no future service required, and 5.1 million stock options
outstanding. The maximum potential increase to common shares
outstanding resulting from these outstanding awards is
19.1 million at February 28, 2025.
In December 2024, the Compensation Committee of our Board of
Directors granted RSUs and performance stock units (“PSUs”) to
each of our senior executives as follows:
| $ in millions | Grant Terms |
|---|---|
| RSUs | |
| Aggregate grant date fair value ...................................... | $18.0 |
| Vesting period ................................................................... | 3-year cliff |
| PSUs | |
| Aggregate target fair value .............................................. | $18.0 |
| Service period .................................................................... | 3 years |
| Performance period .......................................................... | Fiscal 2024 to Fiscal 2026 |
| Performance target (1) .................................................... | 10% ROTE |
| Performance range (2) ..................................................... | 7.5% - 15% ROTE |
(1)ROTE is defined as return on tangible equity measured over three years.
(2)Performance below an ROTE of 7.5% results in forfeiture of all PSUs. An ROTE
of 15% or greater results in earning 150% of target PSUs and between 7.5% to
15%, the level of earning PSUs is linearly interpolated.
In addition, we sponsor non-share-based compensation plans.
Non-share-based compensation plans sponsored by us include a
profit sharing plan and other forms of restricted cash awards.
Restricted cash awards are subject to ratable vesting terms with
service requirements. These awards are amortized as
compensation expense over the relevant service period, which is
generally considered to start at the beginning of the annual
compensation year.
Components of total compensation cost associated with certain
of our compensation plans:
| Three Months Ended | ||
|---|---|---|
| $ in millions | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Restricted cash awards ................................................. | $115.1 | $107.9 |
| Restricted stock and RSUs (1) ....................................... | 35.6 | 20.2 |
| Profit sharing plan ........................................................... | 7.4 | 6.9 |
| Total compensation cost ............................................... | $158.1 | $135.0 |
(1)Total compensation cost associated with restricted stock and RSUs includes
the amortization of sign-on, retention and senior executive awards, less
forfeitures and clawbacks.
Remaining unamortized amounts related to certain
compensation plans at February 28, 2025:
| $ in millions | Remaining Unamortized Amounts |
|---|---|
| Non-vested share-based awards .............. | 139.5 |
| Restricted cash awards (1) ........................ | 1,166.9 |
| Total .............................................................. | 1,306.4 |
All values are in US Dollars.
(1)The remaining unamortized amount is included within Other assets.
Note 16. Borrowings
Short-Term Borrowings
| $ in thousands | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Bank loans ..................................................................... | $474,756 | $443,160 |
| Fixed rate callable note ............................................... | 698,050 | — |
| Total short-term borrowings (1) ............................... | $1,172,806 | $443,160 |
(1)Short-term borrowings mature in one year or less and are recorded at cost,
which is a reasonable approximation of their fair values due to their liquid and
short-term nature.
At February 28, 2025 and November 30, 2024, the weighted
average interest rate on bank loans outstanding is 4.95% and
6.25% per annum, respectively.
Our borrowings include credit facilities that contain certain
covenants that, among other things, require us to maintain a
specified level of tangible net worth, require a minimum
regulatory net capital requirement for our U.S. broker-dealer,
Jefferies LLC, and impose certain restrictions on the future
indebtedness of certain of our subsidiaries that are borrowers.
Interest is based on rates at spreads over the federal funds rate
or other adjusted rates, as defined in the various credit
agreements, or at a rate as agreed between the bank and us in
reference to the bank’s cost of funding. At February 28, 2025, we
were in compliance with all covenants under these credit
facilities.
| 34 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
Long-Term Debt
| $ in thousands | Maturity (Fiscal Years) | February 28, 2025 | November 30, 2024 |
|---|---|---|---|
| Parent Co. unsecured borrowings | |||
| Fixed rate | 2025 | 505,972 | 519,738 |
| 2026 | 798,366 | 818,819 | |
| 2027 | 586,928 | 587,631 | |
| 2028 | 1,056,475 | 1,031,076 | |
| 2029 | 673,735 | 742,427 | |
| 2030 and Later | 4,748,818 | 4,561,814 | |
| Variable rate | 2025 | 350,000 | — |
| 2026 | 40,405 | 41,230 | |
| 2027 | 574,959 | 570,432 | |
| 2029 | 1,311 | 1,311 | |
| 2030 and Later | 852,851 | 850,273 | |
| Structured notes (1) | 2025 | 152,123 | 157,638 |
| 2026 | 121,951 | 114,308 | |
| 2027 | 97,529 | 97,758 | |
| 2028 | 97,399 | 77,781 | |
| 2029 | 329,635 | 316,139 | |
| 2030 and Later | 1,756,860 | 1,587,721 | |
| Total Parent Co. unsecured borrowings (2) .......................................................................................................................................... | 12,745,317 | 12,076,096 | |
| Subsidiaries secured borrowings | |||
| Fixed rate | 2025 | 148,934 | 160,384 |
| 2026 | 42,429 | 42,643 | |
| 2027 | 19,147 | 13,077 | |
| 2028 | 54,284 | 35,135 | |
| 2029 | 112,518 | 104,912 | |
| Variable rate | 2026 | 836,010 | 792,400 |
| 2027 | 274,152 | 274,026 | |
| Structured note (1) ....................................................................................................................................... | 2028 | 519,906 | — |
| Total Subsidiaries secured borrowings ................................................................................................................................................. | 2,007,380 | 1,422,577 | |
| Subsidiaries unsecured borrowings | |||
| Fixed rate | 2025 | 1,026 | — |
| 2027 | 352 | — | |
| 2029 | 3,752 | 4,310 | |
| 2030 and Later | 1,264 | 1,347 | |
| Variable rate | 2026 | 26,462 | 26,235 |
| Total Subsidiaries unsecured borrowings ............................................................................................................................................. | 32,856 | 31,892 | |
| Total long-term debt (3) .......................................................................................................................................................................... | $14,785,553 | $13,530,565 | |
| Fair value .................................................................................................................................................................................................... | $14,933,050 | $13,734,421 | |
| Weighted-average interest rate (4) ....................................................................................................................................................... | 5.52% | 5.30% | |
| Interest rate range (4) .............................................................................................................................................................................. | 0.00% - 7.52% | 0.00% - 7.66% |
(1)Structured notes have various interest rate payment terms and are accounted for at fair value, with changes in fair value resulting from non-credit components
recognized in Principal transactions revenues. The structured notes are classified as Level 2 or Level 3 in the fair value hierarchy. All of our long-term debt with exception
of certain of the structured notes would be classified as Level 2 in the fair value hierarchy.
(2)Carrying values of certain unsecured borrowings, totaling $2.05 billion and $2.04 billion for February 28, 2025 and November 30, 2024, respectively, include net losses of
$6.7 million and $11.3 million for the three months ended February 28, 2025 and February 29, 2024, respectively, associated with interest rate swaps based on
designation as fair value hedges. Refer to Note 7, Derivative Financial Instruments for further information.
(3)Carrying values include unamortized discounts and premiums, valuation adjustments and debt issuance costs. At February 28, 2025 and November 30, 2024 our
borrowings under several credit facilities classified within Long-term debt amounted to $1.18 billion and $775.3 million, respectively. Interest on these credit facilities is
based on an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or other adjusted rates, as defined in the various credit agreements. Additionally, certain
of our borrowings are under agreements containing covenants that, among other things, require us to maintain specified levels of tangible net worth and liquidity
amounts, certain credit and rating levels and impose certain restrictions on future indebtedness of and require specified levels of regulated capital and cash reserves for
certain of our subsidiaries. At February 28, 2025, we were in compliance with all covenants under theses credit agreements.
(4)Interest rates exclude structured notes and include the effect of the associated derivative instruments used in the hedge accounting relationships.
| February 2025 Form 10-Q | 35 |
|---|
Notes to Consolidated Financial Statements
During the three months ended February 28, 2025, long-term debt
increased by $1.25 billion to $14.79 billion at February 28, 2025
primarily due to proceeds of $350.0 million from the drawdown
of an unsecured credit facility, $216.9 million from the issuances
of unsecured senior notes, $275.7 million from net issuances of
structured notes and $595.1 million from increased subsidiaries
borrowings. These increases were partially offset by repayments
of $82.9 million on unsecured senior notes and $56.6 million of
valuation gains on structured notes.
Note 17. Total Equity
Common Stock
At February 28, 2025 and November 30, 2024, we had
565,000,000 authorized shares of voting common stock with a
par value of $1.00 per share. At February 28, 2025 and
November 30, 2024, we had outstanding 206,249,504 common
shares and 205,504,272 common shares outstanding,
respectively.
The Board of Directors has authorized the repurchase of
common stock up to $250.0 million under a share repurchase
program. Treasury stock repurchases during the three months
ended February 28, 2025 represent repurchases of common
stock for net-share withholding under our equity compensation
plan.
Non-Voting Convertible Preferred Shares
On April 27, 2023, we established Series B Non-Voting
Convertible Preferred Shares with a par value of $1.00 per share
(“Series B Preferred Stock”) and designated 70,000 shares as
Series B Preferred Stock. The Series B Preferred Stock has a
liquidation preference of $17,500 per share and rank senior to our
voting common stock upon dissolution, liquidation or winding up
of Jefferies Financial Group Inc. Each share of Series B Preferred
Stock is automatically convertible into 500 shares of non-voting
common stock, subject to certain anti-dilution adjustments, three
years after issuance. The Series B Preferred Stock participates in
cash dividends and distributions alongside our voting common
stock on an as-converted basis.
Additionally, on April 27, 2023, we entered into an Exchange
Agreement with Sumitomo Mitsui Banking Corporation (“SMBC”),
which entitles SMBC to exchange shares of our voting common
stock for shares of the Series B Preferred Stock at a rate of 500
shares of voting common stock for one share of Series B
Preferred Stock. The Exchange Agreement is limited to 55,125
shares of Preferred Stock and SMBC will pay $1.50 per share of
voting common stock so exchanged. As of November 30, 2024,
SMBC had cumulatively exchanged approximately 27.6 million
shares of voting common stock for 55,125 shares of Series B
Preferred Stock. Following this exchange, SMBC increased its
ownership of our common stock and as a result, the CEO of
Sumitomo Mitsui Financial Group, Inc. was elected and now
serves on our Board of Directors. On September 19, 2024, SMBC
purchased 9.2 million shares of our common stock. At
February 28, 2025, SMBC owns approximately 15.7% of our
common stock on an as-converted basis and 14.5% on a fully-
diluted, as-converted basis. Refer to Note 22, Related Party
Transactions for further information regarding transactions with
SMBC.
| 36 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
Earnings Per Common Share
Basic and diluted earnings per common share amounts were calculated by dividing net earnings by the weighted-average number of
common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings per common share are as
follows:
| Three Months Ended | ||
|---|---|---|
| In thousands, except per share amounts | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Numerator for earnings per common share from continuing operations: | ||
| Net earnings from continuing operations ................................................................................................................................ | $136,849 | $164,283 |
| Less: Net losses attributable to noncontrolling interests ..................................................................................................... | (6,983) | (6,452) |
| Allocation of earnings to participating securities (1) ............................................................................................................. | (16,039) | (14,189) |
| Net earnings from continuing operations attributable to common shareholders for basic earnings per share ........ | $127,793 | $156,546 |
| Net earnings from continuing operations attributable to common shareholders for diluted earnings per share ..... | $127,793 | $156,546 |
| Numerator for earnings per common share from discontinued operations: | ||
| Net losses from discontinued operations, net of taxes......................................................................................................... | — | (7,891) |
| Less: Net losses attributable to noncontrolling interests ..................................................................................................... | — | (986) |
| Net losses from discontinued operations attributable to common shareholders for basic and diluted earnings<br><br>per share .................................................................................................................................................................................. | $— | $(6,905) |
| Net earnings attributable to common shareholders for basic earnings per share ......................................................... | $127,793 | $149,641 |
| Net earnings attributable to common shareholders for diluted earnings per share ....................................................... | $127,793 | $149,641 |
| Denominator for earnings per common share: | ||
| Weighted average common shares outstanding .................................................................................................................... | 206,046 | 211,535 |
| Weighted average shares of restricted stock outstanding with future service required .................................................. | (2,200) | (2,402) |
| Weighted average RSUs outstanding with no future service required ................................................................................ | 10,690 | 10,913 |
| Weighted average basic common shares ............................................................................................................................... | 214,536 | 220,046 |
| Stock options and other share-based awards ....................................................................................................................... | 5,287 | 2,894 |
| Senior executive compensation plan RSU awards ................................................................................................................. | 2,625 | 2,351 |
| Weighted average diluted common shares (2) ...................................................................................................................... | 222,448 | 225,291 |
| Earnings (losses) per common share: | ||
| Basic from continuing operations ............................................................................................................................................ | $0.60 | $0.71 |
| Basic from discontinued operations ........................................................................................................................................ | — | (0.03) |
| Basic ............................................................................................................................................................................................. | $0.60 | $0.68 |
| Diluted from continuing operations ........................................................................................................................................... | $0.57 | $0.69 |
| Diluted from discontinued operations ...................................................................................................................................... | — | (0.03) |
| Diluted ........................................................................................................................................................................................... | $0.57 | $0.66 |
(1)Represents dividends declared during the period on participating securities plus an allocation of undistributed earnings to participating securities.
Net losses are not allocated to participating securities. Participating securities represent certain preferred stock, restricted stock and RSUs for
which requisite service has not yet been rendered and amounted to weighted average shares of 27.7 million for the three months ended February
28, 2025, compared with 21.2 million for the three months ended February 29, 2024. Dividends paid on participating securities were $11.1 million
for the three months ended February 28, 2025 and $6.3 million for the three months ended February 29, 2024. Undistributed earnings are allocated
to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.
(2)Certain securities have been excluded as they would be antidilutive. However, these securities could potentially dilute earnings per share in the
future. Antidilutive shares at February 28, 2025 and were 13.4% of the weighted average common shares outstanding for the three months ended
February 28, 2025.
| February 2025 Form 10-Q | 37 |
|---|
Notes to Consolidated Financial Statements
Dividends
| Three Months Ended February 28, 2025 | |||
|---|---|---|---|
| Declaration Date | Record Date | Payment Date | Per Common<br><br>Share Amount |
| January 8, 2025 | February 14, 2025 | February 27, 2025 | $0.40 |
| Three Months Ended February 29, 2024 | |||
| Declaration Date | Record Date | Payment Date | Per Common<br><br>Share Amount |
| January 8, 2024 | February 16, 2024 | February 27, 2024 | $0.30 |
On January 8, 2025, the Board of Directors increased our
quarterly dividend from $0.35 to $0.40 per common share. On
March 26, 2025, the Board of Directors declared a dividend of
$0.40 per common share to be paid on May 29, 2025 to common
shareholders of record at May 19, 2025.
We paid cash dividends on our Series B Preferred Stock of
$11.0 million and $6.3 million for the three months ended
February 28, 2025 and February 29, 2024, respectively. The
payment of dividends is subject to the discretion of our Board of
Directors and depends upon general business conditions and
other factors that our Board of Directors may deem to be
relevant.
Accumulated Other Comprehensive Income (Loss)
| $ in thousands | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Net unrealized losses on available-for-sale<br><br>securities ....................................................................... | $(2,281) | $(2,406) |
| Net currency translation adjustments and other ..... | (189,876) | (173,841) |
| Net unrealized losses related to instrument-<br><br>specific credit risk ....................................................... | (176,408) | (206,664) |
| Net minimum pension liability .................................... | (39,507) | (40,220) |
| Total accumulated other comprehensive loss, net<br><br>of tax .............................................................................. | $(408,072) | $(423,131) |
Amounts reclassified out of accumulated other comprehensive
income (loss) to net earnings:
| Three Months Ended | ||
|---|---|---|
| $ in thousands | February 28,<br><br>2025 | February 29,<br><br>2024 |
| Net unrealized gains (losses) on instrument-<br><br>specific credit risk at fair value (1) ............................. | $2,538 | $2,119 |
| Amortization of defined benefit pension plan<br><br>actuarial losses (2) ....................................................... | (759) | (121) |
| Total reclassifications for the period, net of tax ..... | $1,779 | $1,998 |
(1)The amounts include income tax expense of $0.9 million and $0.7 million for
the three months ended February 28, 2025 and February 29, 2024,
respectively, which were reclassified to Principal transactions revenues.
(2)The amounts include income tax benefit of $0.2 million and $31 thousand for
three months ended February 28, 2025 and February 29, 2024, respectively,
which were reclassified to Compensation and benefits expenses.
Note 18. Income Taxes
At February 28, 2025 and November 30, 2024, our total gross
unrecognized tax benefits were $329.0 million and
$346.4 million, respectively.
At February 28, 2025 and November 30, 2024, we had interest
accrued of $168.0 million and $176.6 million, respectively,
included in Accrued expenses and other liabilities.
The total amount of unrecognized tax benefits that, if recognized,
would favorably affect the effective tax rate was $260.0 million
and $273.8 million (net of Federal benefit) at February 28, 2025
and November 30, 2024, respectively.
We recognize interest and penalties, if any, related to
unrecognized tax benefits in income tax expense.
We are currently under examination by a number of taxing
jurisdictions. Though we do not expect that resolution of these
examinations will have a material effect on our consolidated
financial position, they may have a material impact on our
consolidated results of operations for the period in which
resolution occurs.
Earliest tax years that remain subject to examination in the major
tax jurisdictions in which we operate:
| Jurisdiction | Tax Year | ||||
|---|---|---|---|---|---|
| United States ........................................................................................... | 2021 | ||||
| New York State ........................................................................................ | 2001 | ||||
| New York City .......................................................................................... | 2006 | ||||
| United Kingdom ....................................................................................... | 2022 | ||||
| Germany ................................................................................................... | 2019 | ||||
| Hong Kong ............................................................................................... | 2018 | ||||
| India ........................................................................................................... | 2010 | Three Months Ended | |||
| --- | --- | --- | |||
| $ in millions | February 28, 2025 | February 29, 2024 | |||
| Income tax expense ........................... | $14.2 | $56.0 | |||
| Effective tax rate ................................. | 9.4% | 25.4% |
Note 19. Commitments, Contingencies and Guarantees
Commitments
| Expected Maturity Date (Fiscal Years) | ||||||
|---|---|---|---|---|---|---|
| $ in millions | 2025 | 2026 | 2027<br><br>and<br><br>2028 | 2029<br><br>and<br><br>2030 | 2031<br><br>and<br><br>Later | Maximum<br><br>Payout |
| Equity commitments (1) ..... | $28.2 | $18.0 | $2.0 | $0.1 | $172.6 | $220.9 |
| Loan commitments (1) ....... | — | 332.2 | 4.9 | — | — | 337.1 |
| Loan purchase<br><br>commitments (2) ................. | 3,632.2 | — | — | — | — | 3,632.2 |
| Forward starting reverse<br><br>repos (3) ............................... | 3,767.4 | — | — | — | — | 3,767.4 |
| Forward starting repos (3) . | 2,309.6 | — | — | — | — | 2,309.6 |
| Other unfunded<br><br>commitments (1) ................. | 340.8 | 502.0 | 274.8 | 14.2 | — | 1,131.8 |
| Total commitments ............ | $10,078.2 | $852.2 | $281.7 | $14.3 | $172.6 | $11,399.0 |
(1)Equity, loan and other unfunded commitments are presented by contractual
maturity date. The amounts, however, are available on demand.
(2)Loan purchase commitments consist of unfunded commitments to acquire
secondary market loans. For the population of loans to be acquired under the
loan purchase commitments, at February 28, 2025, Jefferies had also entered
into back-to-back committed sale contracts aggregating to $3.46 billion.
(3)At February 28, 2025, $3.63 billion of the forward starting securities purchased
under agreements to resell and all of the forward starting securities sold under
agreements to repurchase settled within three business days.
Equity Commitments. Includes commitments to invest in our joint
venture, Jefferies Finance, asset management funds and in
Jefferies Capital Partners, LLC, a manager of private equity funds,
which consists of a team led by our President and a director. At
February 28, 2025, our outstanding commitments relating to
Jefferies Capital Partners, LLC and its private equity funds were
$9.8 million.
Additionally, at February 28, 2025, we had other outstanding
equity commitments to invest up to $153.7 million with strategic
affiliates and $42.0 million to various other investments.
| 38 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
Loan Commitments. From time to time, we make commitments
to extend credit to clients and to strategic affiliates. These
commitments and any related drawdowns of these facilities
typically have fixed maturity dates and are contingent on certain
representations, warranties and contractual conditions applicable
to the borrower. At February 28, 2025, we had outstanding loan
commitments of $84.9 million to clients and $2.2 million to a
strategic affiliate.
Loan commitments outstanding at February 28, 2025 also
include our portion of the outstanding secured revolving credit
facility provided to Jefferies Finance, to support loan
underwritings by Jefferies Finance.
Underwriting Commitments. In connection with investment
banking activities, we may from time to time provide underwriting
commitments to our clients in connection with capital raising
transactions.
Forward Starting Reverse Repos and Repos. We enter into
commitments to take possession of securities with agreements
to resell on a forward starting basis and to sell securities with
agreements to repurchase on a forward starting basis that are
primarily secured by U.S. government and agency securities.
Other Unfunded Commitments. Other unfunded commitments
include obligations in the form of revolving notes, warehouse
financings and debt securities to provide financing to asset-
backed and CLO vehicles. Upon advancing funds, drawn amounts
are collateralized by the assets of an entity. Other unfunded
commitments also include written put options to certain
bondholders of an equity method investee.
Guarantees
Derivative Contracts. As a dealer, we make markets and trade in a
variety of derivative instruments. Certain derivative contracts that
we have entered into meet the accounting definition of a
guarantee under U.S. GAAP, including credit default swaps,
written foreign currency options and written equity put options.
On certain of these contracts, such as written interest rate caps
and foreign currency options, the maximum payout cannot be
quantified since the increase in interest or foreign exchange rates
are not contractually limited by the terms of the contract. As
such, we have disclosed notional values as a measure of our
maximum potential payout under these contracts.
Notional amounts associated with our derivative contracts
meeting the definition of a guarantee under U.S. GAAP at
February 28, 2025:
| Expected Maturity Date (Fiscal Years) | |||||
|---|---|---|---|---|---|
| $ in millions | 2025 | 2026 | 2027 and<br><br>2028 | 2029 and<br><br>2030 | Notional/<br><br>Maximum<br><br>Payout |
| Guarantee Type: | |||||
| Derivative contracts—<br><br>non-credit related ......... | $14,504.5 | $17,288.4 | $9,920.9 | $50.0 | $41,763.8 |
| Total derivative contracts ....... | $14,504.5 | $17,288.4 | $9,920.9 | $50.0 | $41,763.8 |
The derivative contracts deemed to meet the definition of a
guarantee under U.S. GAAP are before consideration of hedging
transactions and only reflect a partial or “one-sided” component
of any risk exposure. Written equity options and written credit
default swaps are often executed in a strategy that is in tandem
with long cash instruments (e.g., equity and debt securities). We
substantially mitigate our exposure to market risk on these
contracts through hedges, such as other derivative contracts
and/or cash instruments, and we manage the risk associated
with these contracts in the context of our overall risk
management framework. We believe notional amounts overstate
our expected payout and that fair value of these contracts is a
more relevant measure of our obligations. At February 28, 2025,
the fair value of derivative contracts meeting the definition of a
guarantee is approximately $299.9 million.
HomeFed. For real estate development projects, we are generally
required to obtain infrastructure improvement bonds at the
beginning of construction work and warranty bonds upon
completion of such improvements. These bonds are issued by
surety companies to guarantee a municipality satisfactory
completion of a project. As the planned area is developed and the
municipality accepts the improvements, the bonds are released.
At February 28, 2025, the aggregate amount of infrastructure
improvement bonds outstanding was $63.3 million.
Standby Letters of Credit. At February 28, 2025, we provided
guarantees to certain counterparties in the form of standby
letters of credit in the amount of $301.2 million, with a weighted
average maturity of less than one year. Standby letters of credit
commit us to make payment to the beneficiary if the guaranteed
party fails to fulfill its obligation under a contractual arrangement
with that beneficiary. Since commitments associated with these
collateral instruments may expire unused, the amount shown
does not necessarily reflect the actual future cash funding
requirement.
Other Guarantees. We are members of various exchanges and
clearing houses. In the normal course of business, we provide
guarantees to securities clearing houses and exchanges. These
guarantees generally are required under the standard
membership agreements, such that members are required to
guarantee the performance of other members. Additionally, if a
member becomes unable to satisfy its obligations to the clearing
house, other members would be required to meet these
shortfalls. To mitigate these performance risks, the exchanges
and clearing houses often require members to post collateral.
Our obligations under such guarantees could exceed the
collateral amounts posted. Our maximum potential liability under
these arrangements cannot be quantified; however, the potential
for us to be required to make payments under such guarantees is
deemed remote. Accordingly, no liability has been recognized for
these arrangements. Additionally, we provide certain
indemnifications in connection with third-party clearing and
execution arrangements whereby a third-party may clear and
settle transactions on behalf of our clients. These
indemnifications generally have standard contractual terms and
are entered into in the ordinary course of business. Our
obligations in respect of such transactions are secured by the
assets in our client’s account, as well as any proceeds received
from the transactions cleared and settled on behalf of our client.
However, we believe that it is unlikely we would have to make any
material payments under these arrangements and no material
liabilities related to these indemnifications have been recognized.
Note 20. Regulatory Requirements
Net Capital
Jefferies LLC is a broker-dealer registered with the SEC and a
member firm of the Financial Industry Regulatory Authority
(“FINRA”) and is subject to the SEC Uniform Net Capital Rule
(“Rule 15c3-1”), which requires the maintenance of minimum net
capital, and has elected to calculate minimum capital
requirements using the alternative method permitted by Rule
15c3-1 in calculating net capital. Jefferies LLC, as a dually-
registered U.S. broker-dealer and futures commission merchant
(“FCM”), is also subject to Regulation 1.17 of the Commodity
| February 2025 Form 10-Q | 39 |
|---|
Notes to Consolidated Financial Statements
Futures Trading Commission (“CFTC”) under the Commodity
Exchange Act (“CEA”), which sets forth minimum financial
requirements. The minimum net capital requirement in
determining excess net capital for a dually registered U.S. broker-
dealer and FCM is equal to the greater of the requirement under
SEA Rule 15c3-1 or CFTC Regulation 1.17. Accordingly, FINRA is
the designated examining authority for Jefferies LLC and the
National Futures Association (“NFA”) is the designated self-
regulatory organization (“DSRO”) for Jefferies LLC as an FCM.
Jefferies Financial Services, Inc. (“JFSI”) is registered with the
SEC as a Security-Based Swap Dealer (“SBS Dealer”) and an OTC
Derivatives Dealer (“OTCDD”) subject to the SEC’s SBS dealer
regulatory rules and the SEC’s net capital requirements pursuant
to Rule 18a-1. JFSI is also registered as a swap dealer with the
CFTC and is subject to the CFTC’s regulatory capital
requirements pursuant to the minimum financial requirements for
swap dealers under CFTC Regulation 23.101. Additionally, as a
registered member firm, JFSI is subject to the net capital
requirements of the NFA. Accordingly, the SEC is the designated
examining authority for JFSI in its capacity as an SBS Dealer and
OTCDD, while the NFA is the DSRO for JFSI, as a CFTC registered
swap dealer.
Certain non-U.S. subsidiaries are subject to capital adequacy
requirements as prescribed by the regulatory authorities in their
respective jurisdictions. This includes Jefferies International
Limited which is subject to the regulatory supervision and
requirements of the Financial Conduct Authority (“FCA”) in the
U.K. Jefferies International Limited’s’ own funds requirement
represents the highest of the permanent minimum capital
requirement, fixed overheads requirement and k-factor
requirements set out in the Investment Firms Prudential Regime
(“IFPR”) under the FCA’s MIFIDPRU sourcebook.
At February 28, 2025, Jefferies LLC’s and JFSI’s net capital and
excess net capital were as follows:
| $ in thousands | Net<br><br>Capital | Excess Net<br><br>Capital |
|---|---|---|
| Jefferies LLC ................................................................. | $1,112,504 | $984,377 |
| JFSI - SEC ...................................................................... | 426,334 | 406,334 |
| JFSI - CFTC ................................................................... | 426,334 | 400,338 |
In addition, the equivalent capital requirement for Jefferies
International Limited, on a consolidated basis, is a total capital of
$1,740.0 million and an excess capital of $920.0 million at
February 28, 2025.
At February 28, 2025, Jefferies LLC, JFSI and JIL are in
compliance with their applicable requirements.
The regulatory capital requirements referred to above may
restrict our ability to withdraw capital from our regulated
subsidiaries.
Customer Protection and Segregation Requirement
As a registered broker dealer that clears and carries customer
accounts, Jefferies LLC is subject to the customer protection
provisions under SEC Rule 15c3-3 and is required to compute a
reserve formula requirement for customer accounts and deposit
cash or qualified securities into a special reserve bank account
for the exclusive benefit of customers. At February 28, 2025,
Jefferies LLC had $485.1 million in cash and qualified U.S.
Government securities on deposit in special reserve bank
accounts for the exclusive benefit of customers.
As a registered broker dealer that clears and carries proprietary
accounts of brokers or dealers (commonly referred to as “PAB”),
Jefferies LLC is also required to compute a reserve requirement
for PABs pursuant to SEC Rule 15c3-3. At February 28, 2025,
Jefferies LLC had $595.0 million in cash and qualified U.S.
Government securities in special reserve bank accounts for the
exclusive benefit of PABs.
The qualified securities meeting the 15c3-3 customer and PAB
requirements are included in Cash and securities segregated and
Securities purchased under agreements to resell.
Note 21. Segment Reporting
We operate in two reportable business segments: (1) Investment
Banking and Capital Markets and (2) Asset Management. The
Investment Banking and Capital Markets reportable business
segment includes our capital markets activities and our
investment banking business, which provides underwriting and
financial advisory services to our clients. We operate in the
Americas; Europe and the Middle East; and Asia-Pacific.
Investment Banking and Capital Markets also includes our
corporate lending joint venture Jefferies Finance, our commercial
real estate joint venture Berkadia and historically our automobile
lending and servicing activities. The Asset Management
reportable business segment provides alternative investment
management services to investors in the U.S. and overseas and
generates investment income from capital invested in and
managed by us or our affiliated asset managers, and includes
certain remaining businesses and assets of our legacy merchant
banking portfolio.
Our reportable business segment information is prepared using
the following methodologies:
•Net revenues and non-interest expenses directly associated
with each reportable business segment are included in
determining earnings from continuing operations before
income taxes.
•Net revenues and non-interest expenses not directly
associated with specific reportable business segments are
allocated based on the most relevant measures applicable,
including each reportable business segment’s net revenues,
headcount and other factors.
•Reportable business segment assets include an allocation of
indirect corporate assets that have been fully allocated to our
reportable business segments, generally based on each
reportable business segment’s capital utilization.
Net revenues presented for our Investment Banking and Capital
Markets reportable segment include allocations of interest
income and interest expense as we assess the profitability of
these businesses inclusive of the net interest revenue or expense
associated with the respective activities, including the net
interest cost of allocated long-term debt, which is a function of
the mix of each business's associated assets and liabilities and
the related funding costs.
| 40 | Jefferies Financial Group Inc. |
|---|
Notes to Consolidated Financial Statements
| Three Months Ended | ||
|---|---|---|
| $ in millions | February 28, 2025 | February 29, 2024 |
| Investment Banking and Capital<br><br>Markets: | ||
| Net revenues | $1,399.0 | $1,451.3 |
| Non-interest expenses | 1,232.0 | 1,296.3 |
| Earnings from continuing operations<br><br>before income taxes | 167.0 | 155.0 |
| Asset Management: | ||
| Net revenues | 191.7 | 273.4 |
| Non-interest expenses | 209.9 | 221.7 |
| Earnings from continuing operations<br><br>before income taxes | (18.2) | 51.7 |
| Total of Reportable Business<br><br>Segments: | ||
| Net revenues | 1,590.7 | 1,724.7 |
| Non-interest expenses | 1,441.9 | 1,518.0 |
| Earnings from continuing operations<br><br>before income taxes | 148.8 | 206.7 |
| Reconciliation to consolidated<br><br>amounts: | ||
| Net revenues | 2.3 | 13.5 |
| Non-interest expenses | — | — |
| Earnings from continuing operations<br><br>before income taxes (1) | 2.3 | 13.5 |
| Total: | ||
| Net revenues | 1,593.0 | 1,738.2 |
| Non-interest expenses | 1,441.9 | 1,518.0 |
| Earnings from continuing operations<br><br>before income taxes | $151.1 | $220.2 |
(1)Management does not consider debt valuation adjustments on derivative
contracts, gains and losses on investments held in deferred compensation
plans, foreign currency transaction gains or losses or certain other corporate
income and expense items in assessing the financial performance of
operating businesses. Collectively, these items are included in the
reconciliation of reportable business segment amounts to consolidated
amounts.
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Investment Banking and Capital Markets ................. | $64,896.6 | $59,142.9 |
| Asset Management ...................................................... | 5,322.3 | 5,217.4 |
| Total assets .................................................................. | $70,218.9 | $64,360.3 |
Net Revenues by Geographic Region
Net revenues for the Investment Banking and Capital Markets
reportable business segment are recorded in the geographic
region in which the position was risk-managed or, in the case of
investment banking, in which the senior coverage banker is
located. For the Asset Management reportable business
segment, net revenues are allocated according to the location of
the investment advisor or the location of the invested capital.
| Three Months Ended | ||
|---|---|---|
| $ in millions | February 28, 2025 | February 29, 2024 |
| Americas (1) .................................... | $1,084.3 | $1,307.8 |
| Europe and the Middle East (2) .... | 370.6 | 331.8 |
| Asia-Pacific ...................................... | 138.1 | 98.6 |
| Net revenues ................................... | $1,593.0 | $1,738.2 |
(1)Primarily relates to U.S. results.
(2)Primarily relates to U.K. results.
Note 22. Related Party Transactions
Officers, Directors and Employees
The following sets forth information regarding related party
transactions with our officers, directors and employees:
•At February 28, 2025 and November 30, 2024, we had $23.6
million and $29.4 million, respectively, of loans, net of
allowance, outstanding to certain of our officers and
employees (none of whom are executive officers or directors)
that are included in Other assets.
•Receivables from and payables to customers include balances
arising from officers’, directors’ and employees’ individual
security transactions. These transactions are subject to the
same regulations as all customer transactions and are
provided on substantially the same terms.
•One of our directors has investments in hedge funds managed
by us of approximately $5.1 million and $5.0 million at
February 28, 2025 and November 30, 2024, respectively.
SMBC
We have a strategic alliance with Sumitomo Mitsui Financial
Group, Inc., Sumitomo Mitsui Banking Corporation (“SMBC”) and
SMBC Nikko Securities Inc. (together referred to as “SMBC
Group”) to collaborate on corporate and investment banking
business opportunities as well as equity sales, trading and
research.
The following tables summarize balances with SMBC as reported
in our Consolidated Statements of Financial Condition and
Consolidated Statements of Earnings. In addition, the synergies
and value creation resulting from our strategic alliance with
SMBC generate additive benefits for us, which are not necessarily
reflected by the activity presented in the following tables.
| February 2025 Form 10-Q | 41 |
|---|
Notes to Consolidated Financial Statements
| $ in thousands | February 28, 2025 | November 30, 2024 |
|---|---|---|
| Assets | ||
| Cash and cash equivalents ............ | $400,011 | $542,212 |
| Cash and securities segregated<br><br>and on deposit for regulatory<br><br>purposes or deposited with<br><br>clearing and depository<br><br>organizations ............................... | 28,588 | — |
| Financial instruments owned, at<br><br>fair value ....................................... | 27,747 | 1,539 |
| Securities borrowed ......................... | 7,265 | 20,403 |
| Securities purchased under<br><br>agreements to resell .................. | 355,718 | 381,568 |
| Receivables: | ||
| Brokers, dealers and clearing<br><br>organizations ................................ | 1,776 | 3,012 |
| Fees, interest and other ............... | 5,740 | 7,851 |
| Other assets ..................................... | 131 | 175 |
| Total assets ...................................... | $826,976 | $956,760 |
| Liabilities | ||
| Financial instruments sold, not<br><br>yet purchased, at fair value ....... | $11,927 | $1,830 |
| Securities loaned ............................. | 797 | 187 |
| Securities sold under agreements<br><br>to repurchase .............................. | 562,411 | 631,390 |
| Payables: | ||
| Brokers, dealers and clearing<br><br>organizations .......................... | 7,403 | 18,701 |
| Accrued expenses and other<br><br>liabilities ....................................... | 8,029 | 6,767 |
| Long-term debt (1) ........................... | 350,000 | — |
| Total liabilities ................................. | $940,567 | $658,875 |
(1)Interest on this credit facility is based on an adjusted SOFR plus a spread.
| $ in thousands | Three Months Ended<br><br>February 28, 2025 |
|---|---|
| Revenues | |
| Investment banking ................................................................ | $3,849 |
| Principal transactions (1) ...................................................... | (4,192) |
| Commissions and other fees ................................................ | 649 |
| Interest ..................................................................................... | 7,617 |
| Total revenues ........................................................................ | 7,923 |
| Interest expense ...................................................................... | 10,871 |
| Net revenues ........................................................................... | $(2,948) |
| Non-interest expenses | |
| Business development ........................................................... | $4,688 |
| Other expenses ....................................................................... | 4 |
| Total non-interest expenses ................................................ | $4,692 |
(1)Primarily represents net gains (losses) on interest rate derivatives executed
with SMBC.
Other Related Party Transactions
We have other related party transactions with equity method
investees. Refer to Note 11, Investments for further information.
| 42 | Jefferies Financial Group Inc. |
|---|
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
This report may contain or incorporate by reference certain
“forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and/or the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include
statements about our future and statements that are not
historical or current facts. These forward-looking statements are
often preceded by the words “should,” “expect,” “believe,”
“intend,” “may,” “will,” “would,” “could” 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 that could cause actual results to differ, perhaps
materially, from those in our forward-looking statements is
contained in this report and other documents we file. You should
read and interpret any forward-looking statement together with
these documents, including the following:
•the description of our business and risk factors contained in
our Annual Report on Form 10-K for the year ended
November 30, 2024 and filed with the Securities and Exchange
Commission (“SEC”) on January 28, 2025;
•the discussion of our analysis of financial condition and results
of operations contained in this report under the caption
“Management’s Discussion and Analysis of Financial Condition
and Results of Operations” herein;
•the discussion of our risk management policies, procedures
and methodologies contained in this report under the caption
“Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Risk Management” herein;
•the consolidated financial statements and notes to the
consolidated financial statements contained in this report; and
•cautionary statements we make in our public documents,
reports and announcements.
Any forward-looking statement speaks only as of the date on
which that statement is made. We undertake no obligation to
update any forward-looking statement to reflect events or
circumstances that occur after the date on which the statement
is made, except as required by applicable law.
Our business, by its nature, does not produce predictable or
necessarily recurring earnings. Our results in any given period
can be materially affected by conditions in global financial
markets, economic conditions generally and our own activities
and positions.
Consolidated Results of Operations
Overview
| Three Months Ended | |||
|---|---|---|---|
| $ in thousands | February 28,<br><br>2025 | February 29,<br><br>2024 | % Change |
| Net revenues .................................................... | $1,593,019 | $1,738,203 | (8.4)% |
| Non-interest expenses .................................... | 1,441,954 | 1,517,961 | (5.0)% |
| Earnings from continuing operations<br><br>before income taxes ........................................ | 151,065 | 220,242 | (31.4)% |
| Income tax expense from continuing<br><br>operations .......................................................... | 14,216 | 55,959 | (74.6)% |
| Net earnings from continuing operations ..... | 136,849 | 164,283 | (16.7)% |
| Net losses from discontinued operations,<br><br>net of income taxes ......................................... | — | (7,891) | (100.0)% |
| Net losses attributable to noncontrolling<br><br>interests ............................................................. | (6,983) | (7,438) | (6.1)% |
| Preferred stock dividends ............................... | 16,039 | 14,189 | 13.0% |
| Net earnings attributable to common<br><br>shareholders ..................................................... | 127,793 | 149,641 | (14.6)% |
| Effective tax rate from continuing<br><br>operations ........................................................ | 9.4% | 25.4% |
Executive Summary
Three Months Ended February 28, 2025 Versus February 29, 2024
Consolidated Results
•Net revenues were $1.59 billion, down 8.4% compared to $1.74
billion for the prior year quarter, reflecting a more challenging
environment due to uncertainties that have arisen around U.S.
policy and geopolitical events.
•Earnings from continuing operations before income taxes were
$151.1 million, down 31.4% compared to $220.2 million for the
prior year quarter. Our first quarter results reflect strength in
our overall Investment Banking advisory and underwriting
businesses as well our Equities business offset by a
meaningful decline in investment return generated by our Asset
Management business and a decline in the performance in our
Fixed Income business.
Business Results
•Investment banking net revenues from Advisory, Equity
underwriting and Debt underwriting totaling $725.7 million
were up 7.2% compared to $677.1 million for the prior year
quarter. Advisory net revenues were $397.8 million, up 17.5%
compared to $338.6 million for the prior year quarter, primarily
attributable to meaningful market share gains and an increase
in transaction levels across most sectors in the global mergers
and acquisitions markets. Total underwriting net revenues
were $327.9 million, down 3.1% compared to $338.5 million for
the prior year quarter, as strong results in debt underwriting
was offset by a slowdown in equity underwriting activity, as
overall industry opportunity in the equity market slowed
particularly in sectors where we have significant market share.
Other investment banking net revenues were negative $(25.0)
million, compared to net revenues of $49.9 million for the prior
year quarter. Other investment banking net revenues include
the net returns on our investments in our Jefferies Finance and
Berkadia joint ventures and net gains or losses on investments.
•Equities net revenues were $409.1 million, up 10.0% compared
to $371.8 million for the prior year quarter, attributable to
stronger results across several of our equities business lines.
| February 2025 Form 10-Q | 43 |
|---|
•Fixed income net revenues were $289.2 million, down 17.9%
compared to $352.5 million for the prior year quarter, as a
result of a challenging market in the current year compared to
higher confidence driving stronger activity in the prior year
quarter.
•Asset management net revenues were $191.7 million
compared to $273.4 million for the prior year quarter. Asset
management fees and revenues increased as strong
performance across multiple managed funds resulted in higher
performance fee income for the calendar year 2024 which was
realized in the first quarter of 2025. Investment return
decreased due to a challenging investment environment for a
variety of strategies, particularly those with a long equity bias,
compared to particularly strong performance across several of
these strategies in the prior year quarter.
Non-interest Expenses
•Compensation and benefits expenses was $841.1 million, a
decrease of 9.3%, compared to $926.9 million for the prior year
quarter. Compensation and benefits expense as a percentage
of Net revenues was 52.8%, compared to 53.3% for the prior
year quarter.
•Non-compensation expenses were $600.8 million, slightly
higher compared to $591.3 million for the prior year quarter.
Non-compensation expenses for the current year quarter
includes $16.3 million in charitable donations, including
$9.6 million to support Los Angeles wildfire relief efforts, as
well as a $5.7 million land donation from HomeFed. We also
had an increase in business development expenses. Other
expenses for the prior year quarter include bad debt expenses
of $27.0 million largely related to our losses associated with
the shutdown of Weiss Multi-Strategy Advisers (“Weiss”). In
addition, Non-compensation expenses for the prior year quarter
include Foursight activity. Non-compensation expenses as a
percentage of Net revenues was 37.7% compared to 34.0% for
the prior year quarter.
Headcount
•At February 28, 2025, we had 7,701 employees globally across
all of our consolidated subsidiaries within our Investment
Banking and Capital Markets and Asset Management
reportable segments, a decrease of 121 employees from our
headcount of 7,822 at November 30, 2024. Included within our
global headcount are 1,908 employees at February 28, 2025
and 2,063 employees at November 30, 2024 of our Stratos,
Tessellis, HomeFed and M Science subsidiaries.
Revenues by Source
We present our results as two reportable business segments:
Investment Banking and Capital Markets and Asset Management.
Additionally, corporate activities are fully allocated to each of
these reportable business segments.
Net revenues presented for our Investment Banking and Capital
Markets reportable segment include allocations of interest
income and interest expense as we assess the profitability of
these businesses inclusive of the net interest revenue or expense
associated with the respective activities, including the net
interest cost of allocated short- and long-term debt, which is a
function of the mix of each business’s associated assets and
liabilities and the related funding costs.
The remainder of our “Consolidated Results of Operations” is
presented on a detailed product and expense basis. Our
“Revenues by Source” is reported along the following business
lines: Investment Banking, Equities, Fixed Income and Asset
Management.
Debt valuation adjustments on derivative contracts, gains and
losses on investments held in deferred compensation plans,
foreign currency transaction gains or losses or certain other
corporate income items are not considered by management in
assessing the financial performance of our operating businesses
and are, therefore, not reported as part of our business segment
results.
| Three Months Ended | |||||
|---|---|---|---|---|---|
| February 28, 2025 | February 29, 2024 | ||||
| $ in thousands | Amount | % of Net<br><br>Revenues | Amount | % of Net<br><br>Revenues | % Change |
| Advisory ............................ | $397,780 | 25.0% | $338,567 | 19.5% | 17.5% |
| Equity underwriting .......... | 128,520 | 8.1 | 209,303 | 12.0 | (38.6) |
| Debt underwriting ............. | 199,362 | 12.5 | 129,194 | 7.4 | 54.3 |
| Other investment<br><br>banking ........................ | (24,970) | (1.6) | 49,946 | 2.9 | N/M |
| Total Investment<br><br>Banking ........................ | 700,692 | 44.0 | 727,010 | 41.8 | (3.6) |
| Equities .............................. | 409,058 | 25.7 | 371,800 | 21.4 | 10.0 |
| Fixed income ..................... | 289,226 | 18.2 | 352,478 | 20.3 | (17.9) |
| Total Capital Markets ...... | 698,284 | 43.9 | 724,278 | 41.7 | (3.6) |
| Total Investment<br><br>Banking and Capital<br><br>Markets (1) .................. | 1,398,976 | 87.9 | 1,451,288 | 83.5 | (3.6) |
| Asset management fees<br><br>and revenues .............. | 88,630 | 5.6 | 59,657 | 3.4 | 48.6 |
| Investment return ............. | (5,634) | (0.4) | 117,640 | 6.8 | N/M |
| Allocated net interest (2) . | (17,221) | (1.1) | (15,012) | (0.9) | 14.7 |
| Other investments,<br><br>inclusive of net<br><br>interest ......................... | 125,940 | 7.9 | 111,098 | 6.4 | 13.4 |
| Total Asset<br><br>Management ............... | 191,715 | 12.0 | 273,383 | 15.7 | (29.9) |
| Other ................................... | 2,328 | 0.1 | 13,532 | 0.8 | (82.8) |
| Net revenues ..................... | $1,593,019 | 100.0% | $1,738,203 | 100.0% | (8.4)% |
N/M — Not Meaningful
(1)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.
(2)Allocated net interest represents an allocation to Asset Management 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 make clearer actual
Investment return. We believe that aggregating Investment return and
Allocated net interest would obscure the Investment return by including an
amount that is unique to our credit spreads, debt maturity profile, capital
structure, liquidity risks and allocation methods.
Beginning in the fourth quarter of 2024, revenues from corporate
equity derivative transactions historically included within Other
investment banking net revenues were reclassified to Equities net
revenues as the underlying business has matured and has
started to generate meaningful revenues. Prior year amounts
have been revised to conform to this reclassification change to
the current year reporting.
Investment Banking Revenues
Investment banking is composed of revenues from:
•advisory services with respect to mergers and acquisitions,
debt financing, restructurings and private capital transactions;
•underwriting services, which include debt underwriting and
placement services related to investment grade debt, high yield
bonds, leveraged loans, emerging market debt, global
structured notes, municipal debt, mortgage-backed and asset-
| 44 | Jefferies Financial Group Inc. |
|---|
backed securities; equity underwriting and placement services
related to equity offerings, preferred stock, and equity-linked
securities; and loan syndication;
•our 50% share of net earnings from our corporate lending joint
venture, Jefferies Finance;
•our 45% share of net earnings from our commercial real estate
joint venture, Berkadia (which includes commercial mortgage
origination and servicing);
•Foursight, our wholly-owned subsidiary engaged in the lending
and servicing of automobile loans (until the sale in April 2024);
•securities and loans received or acquired in connection with
our investment banking activities; and
•certain revenue-sharing agreements with SMBC primarily
associated with investment banking transactions.
Investment banking net revenues were $700.7 million, down 3.6%
compared to $727.0 million for the prior year quarter.
| Deals Completed | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended | ||||||
| February 28,<br><br>2025 | February 29,<br><br>2024 | |||||
| Advisory transactions ................................................. | 92 | 78 | ||||
| Public and private equity and convertible offerings | 35 | 58 | ||||
| Public and private debt financings ............................ | 213 | 182 | Aggregate Value | |||
| --- | --- | --- | ||||
| Three Months Ended | ||||||
| $ in billions | February 28,<br><br>2025 | February 29,<br><br>2024 | ||||
| Advisory transactions ................................................. | $111.8 | $54.9 | ||||
| Public and private equity and convertible offerings | 22.4 | 12.8 | ||||
| Public and private debt financings ............................ | 147.2 | 107.3 |
Three Months Ended February 28, 2025 Versus February 29, 2024
Advisory net revenues were $397.8 million, up 17.5% compared
to $338.6 million for the prior year quarter, primarily attributable
to meaningful market share gains and an increase in transaction
levels across most sectors in the global mergers and
acquisitions markets.
Total underwriting net revenues were $327.9 million, down 3.1%
compared to $338.5 million for the prior year quarter, driven by
stronger debt underwriting activity and collateralized loan
origination activity. Equity underwriting net revenues decreased,
as overall industry opportunity slowed particularly in sectors
where we have significant market share.
Other investment banking net revenues were negative $(25.0)
million, compared to net revenues of $49.9 million for the prior
year quarter and include mark-to-market net losses compared to
mark-to-market net gains in the prior year quarter. Performance
from our strategic Berkadia joint venture modestly increased
while performance from our strategic Jefferies Finance joint
venture was lower than the prior year comparable period. Other
investment banking net revenues for the prior year quarter also
include Foursight revenues of $20.5 million. Foursight was sold
in April 2024.
While our investment banking backlog remains strong, the extent
and timing of its realization may be impacted by an environment
that has become increasingly more challenging due to
uncertainties that have arisen around U.S. policy and geopolitical
events. Backlog snapshots are subject to limitations as the time
frame for the realization of revenues from these expected
transactions varies and is influenced by factors we do not
control. Transactions not included in the estimate may occur, and
expected transactions may also be modified or cancelled.
Equities Net Revenues
Equities is composed of net revenues from:
•services provided to our clients from which we earn
commissions or spread revenue by executing, settling and
clearing transactions for clients;
•advisory services offered to clients;
•financing, securities lending and other prime brokerage
services offered to clients, including capital introductions and
outsourced trading;
•corporate equity derivative transactions; and
•wealth management services.
Three Months Ended February 28, 2025 Versus February 29, 2024
Equities net revenues were $409.1 million, up 10.0% compared to
$371.8 million for the prior year quarter, as stronger results in our
prime services business significantly increased over the prior
year period. Additionally, revenues from our electronic trading
and equity options businesses were also strong. These increases
were partially offset by lower revenues from our traditional U.S.
equity cash business.
Fixed Income Net Revenues
Fixed income is composed of net revenues from:
•executing transactions for clients and making markets in
securitized products, investment grade, high-yield, distressed,
emerging markets, municipal, sovereign and emerging markets
securities and loans;
•customized products and corporate hedging and foreign
currency solutions through derivative products; and
•financing and other structuring services.
Three Months Ended February 28, 2025 Versus February 29, 2024
Fixed income net revenues were $289.2 million, down 17.9%
compared to $352.5 million for the prior year quarter, as a result
of a challenging market in the current year compared to higher
confidence driving stronger activity in the prior year quarter.
Strong results from our global structured solutions and
securitized markets businesses were offset by lower results in
our distressed trading, municipal securities and emerging
markets businesses, which were strong in the prior year quarter.
Asset Management
We operate a diversified alternative asset management platform
offering institutional clients a range of investment strategies
directly and through our affiliated asset managers. We provide
certain of our affiliated asset managers access to our global
marketing and distribution platform, as well as operational
infrastructure and support. We often invest our own capital in the
strategies offered by us and associated third-party asset
managers in which we have an interest.
| February 2025 Form 10-Q | 45 |
|---|
Asset management revenues include the following:
•management and performance fees from funds and accounts
managed by us;
•revenue from affiliated asset managers where we are entitled
to portions of their revenues and/or profits, as well as earnings
on our ownership interests in our affiliated asset managers;
•investment income from our capital invested in and managed
by us and our affiliated asset managers; and
•revenues from investments held in our other investments
portfolio, including consolidated operations from real estate
development activities, foreign exchange trading and
telecommunications activities.
Asset management fees and revenues are impacted by the level
of assets under management and the performance return of
those assets, for the most part on an absolute basis, and, in
certain cases, relative to a benchmark or hurdle. These
components can be affected by financial markets, profits and
losses in the applicable investment portfolios and client capital
activity. Further, asset management fees vary with the nature of
investment management services. The terms under which clients
may terminate our investment management agreements, and the
requisite notice period for such termination, vary depending on
the nature of the investment vehicle and the liquidity of the
portfolio assets. In some instances, performance fees and
similar revenues are recognized once a year, when they become
fixed and determinable and are not probable of being
significantly reversed, typically in December. As a result, a
significant portion of our performance fees and similar revenues
generated from investment returns in a calendar year are
recognized in our following fiscal year.
| Three Months Ended | |||
|---|---|---|---|
| $ in thousands | February 28,<br><br>2025 | February 29,<br><br>2024 | % Change |
| Asset management fees: | |||
| Equities ................................................. | $8,394 | $2,498 | 236.0% |
| Multi-asset ............................................ | 37,414 | 26,863 | 39.3% |
| Total asset management fees .......... | 45,808 | 29,361 | 56.0% |
| Revenue from strategic affiliates (1) | 42,822 | 30,296 | 41.3% |
| Total asset management fees and<br><br>revenues .......................................... | 88,630 | 59,657 | 48.6% |
| Investment return ................................ | (5,634) | 117,640 | N/M |
| Allocated net interest .......................... | (17,221) | (15,012) | 14.7% |
| Other investments ............................... | 126,128 | 111,098 | 13.5% |
| Total Asset Management .................. | $191,903 | $273,383 | (29.8)% |
(1)These amounts include 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.
Three Months Ended February 28, 2025 Versus February 29, 2024
Asset management fees and revenues were $88.6 million, up
49% compared to $59.7 million for the prior year quarter, as
strong performance across multiple platforms resulted in higher
performance fee income for the calendar year 2024, which was
realized in the first quarter of 2025.
Investment return was a negative $(5.6) million, compared to
$117.6 million for the prior year quarter, with the decrease
attributable to a challenging investment environment for a variety
of strategies, particularly those with a long equity bias, and a
particularly strong performance across several of these
strategies in the prior year quarter.
Other investments net revenues were $125.9 million, up 13%
compared to $111.1 million for the prior year quarter, attributable
to net gains recognized on certain investment positions
compared to net losses recognized in the prior year quarter, as
well as realized gains on property sales at HomeFed during the
current year quarter.
Assets Under Management
Aggregate net asset values or net asset value equivalent assets
under management:
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Net asset values of seed investments ................. | $1,876 | $1,761 |
| Net asset values of financed investments .......... | 1,031 | 1,174 |
| Net asset values of investments (1) ..................... | 2,907 | 2,935 |
| Assets under management by affiliated asset<br><br>managers with revenue sharing<br><br>arrangements (2) ................................................ | 24,855 | 22,515 |
| Third-party and other investments actively<br><br>managed by our wholly-owned managers (3) | 2,694 | 2,596 |
| Total aggregate net asset values or net asset<br><br>value equivalent assets under management . | $30,456 | $28,046 |
(1)Revenues related to the investments made by us are presented in Investment
return within the results of our asset management businesses.
(2)Revenues from our share of fees received by affiliated asset managers are
presented in Revenue from strategic affiliates within the results of our asset
management business. November 30, 2024 includes an adjustment of
$3.0 billion.
(3)We earn asset management fees as a result of the third-party investments,
which are presented in Asset management fees and revenues within the
results of our asset management business.
Assets under management are based on the net asset value or
net asset value equivalent of a fund plus unfunded capital
commitments to the fund, the net asset value equivalents of
separately managed accounts and the fair value of any invested
capital in our consolidated funds and separately managed
accounts. Assets under management is generally based on how
fee and revenues are calculated and the measure also includes
funds and separately managed accounts for which we do not
charge fees.
Our definition of assets under management is not based on any
definition contained in any of our investment management
agreements and differs from the manner in which “Regulatory
Assets Under Management” is reported to the SEC on Form ADV.
Asset Management Investments
Our asset management business makes seed and additional
strategic investments directly in alternative asset management
separately managed accounts and co-mingled funds where we
act as the asset manager or in affiliated asset managers where
we have strategic relationships and participate in the revenues or
profits of the affiliated manager.
Investments by type of asset manager:
| $ in thousands | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Jefferies Financial Group Inc.; as manager: | ||
| Fund investments (1) ................................................... | $203,663 | $199,248 |
| Separately managed accounts (2) ............................ | 216,999 | 177,998 |
| Total ............................................................................... | $420,662 | $377,246 |
| Strategic affiliates; as manager: | ||
| Fund investments (1) ................................................... | $1,048,253 | $944,940 |
| Separately managed accounts (2) ............................ | 407,142 | 439,043 |
| Investments in asset managers ................................. | 88,549 | 81,403 |
| Total ............................................................................... | $1,543,944 | $1,465,386 |
| Total asset management investments ................... | $1,964,606 | $1,842,632 |
| 46 | Jefferies Financial Group Inc. | |
| --- | --- |
(1)Due to the level or nature of an investment in a fund, we may consolidate that
fund; and accordingly, the assets and liabilities of the fund are included in the
representative line items in our consolidated financial statements. At
February 28, 2025 and November 30, 2024 $12.0 million and $11.3 million,
respectively, represent net investments in funds that have been consolidated
in our financial statements.
(2)Where we have investments in a separately managed account, the assets and
liabilities of such account are presented in our consolidated financial
statements within each respective line item.
Other
Other revenues include foreign currency transaction gains or
losses, debt valuation adjustments on derivative contracts, gains
and losses on investments held in deferred compensation plans
or certain other corporate income items that are not attributed to
business segments as management does not consider such
amounts in assessing the financial performance of our operating
businesses.
Non-interest Expenses
| Three Months Ended | |||
|---|---|---|---|
| $ in thousands | February 28,<br><br>2025 | February 29,<br><br>2024 | % Change |
| Compensation and benefits ........... | $841,127 | $926,871 | (9.3)% |
| Brokerage and clearing fees .......... | 109,436 | 109,670 | (0.2) |
| Underwriting costs .......................... | 17,846 | 18,484 | (3.5) |
| Technology and communications | 139,475 | 137,512 | 1.4 |
| Occupancy and equipment rental . | 30,199 | 28,153 | 7.3 |
| Business development ................... | 72,291 | 57,651 | 25.4 |
| Professional services ..................... | 72,466 | 77,844 | (6.9) |
| Depreciation and amortization ...... | 30,988 | 43,202 | (28.3) |
| Cost of sales .................................... | 41,568 | 34,671 | 19.9 |
| Other .................................................. | 86,558 | 83,903 | 3.2 |
| Total non-interest expenses ......... | $1,441,954 | $1,517,961 | (5.0)% |
Total Non-interest Expenses
Three Months Ended February 28, 2025 Versus February 29, 2024
Non-interest expenses were $1.44 billion, a decrease of 5.0%,
compared to $1.52 billion for the prior year quarter. The decrease
is primarily attributable to lower compensation expense on lower
Net revenues activity.
Compensation and Benefits
Compensation and benefits expense consists of salaries,
benefits, commissions, annual cash compensation and share-
based awards and the amortization of share-based and cash
compensation awards to employees.
Cash and share-based awards and a portion of cash awards
granted to employees as part of year end compensation generally
contain provisions such that employees who terminate their
employment or are terminated without cause may continue to
vest in their awards, so long as those awards are not forfeited as
a result of other forfeiture provisions (primarily non-compete
clauses) of those awards. Accordingly, the compensation
expense for a portion of awards granted at year end as part of
annual compensation is recorded during the year of the award.
Compensation and benefits expense includes amortization
expense associated with these awards to the extent vesting is
contingent on future service. In addition, certain awards to our
Chief Executive Officer and our President contain performance
conditions and the awards are amortized over their service
periods.
Compensation and benefits expense was $841.1 million
compared to $926.9 million for the prior year quarter. A
significant portion of our compensation expense is highly
variable with net revenues. Compensation and benefits expense
as a percentage of Net revenues was 52.8% compared with
53.3% for the prior year quarter.
Compensation expense related to the amortization of share- and
cash-based awards amounted to $150.7 million compared to
$128.1 million for the prior year quarter.
At February 28, 2025, we had 7,701 employees globally across all
of our consolidated subsidiaries within our Investment Banking
and Capital Markets and Asset Management reportable
segments, a decrease of 121 employees from our headcount of
7,822 at November 30, 2024. Included within our global
headcount are 1,908 employees at February 28, 2025 and 2,063
employees at November 30, 2024 of our Stratos, Tessellis,
HomeFed, and M Science subsidiaries.
Non-interest Expenses (Excluding Compensation and Benefits)
Three Months Ended February 28, 2025 Versus February 29, 2024
Non-compensation expenses were $600.8 million, slightly higher
compared to $591.3 million for the prior year quarter. Non-
compensation expenses for the current year quarter includes
$16.3 million in charitable donations, including $9.6 million to
support Los Angeles wildfire relief efforts, as well as a
$5.7 million land donation from HomeFed. We also had an
increase business development expenses. Other expenses for
the prior year quarter include bad debt expenses of $27.0 million
largely related to our losses associated with the shutdown of
Weiss. In addition, Non-compensation expenses for the prior year
quarter include Foursight activity. Non-compensation expenses
as a percentage of Net revenues was 37.7% compared to 34.0%
for the prior year quarter.
Income Taxes
For the three months ended February 28, 2025 and February 29,
2024, the provision for income taxes on continuing operations
was $14.2 million and $56.0 million, respectively, equating to an
effective tax rate of 9.4%, and 25.4%, respectively. The lower rate
was primarily driven by the partial resolution of certain state and
local tax matters.
Accounting Developments
There are no accounting standard updates, except as discussed
in Note 3, Accounting Developments in our consolidated financial
statements included in this Quarterly Report on Form 10-Q which
we have either determined are applicable or expected to have a
material impact on our consolidated financial statements.
Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity
with U.S. generally accepted accounting principles (“U.S. GAAP”),
which requires management to make estimates and
assumptions that affect the amounts reported in our
consolidated financial statements and related notes. Actual
results can and may differ from estimates. These differences
could be material to our consolidated financial statements.
| February 2025 Form 10-Q | 47 |
|---|
We believe our application of U.S. GAAP and the associated
estimates are reasonable. Our accounting estimates are
reevaluated, and adjustments are made when facts and
circumstances dictate a change. Historically, we have found our
application of accounting policies to be appropriate, and actual
results have not differed materially from those determined using
necessary estimates.
For further discussions of the following significant accounting
policies and other significant accounting policies, refer to Note 2,
Summary of Significant Accounting Policies, in our consolidated
financial statements included in Part II, Item 8 of our Annual
Report on Form 10-K for the year ended November 30, 2024.
Valuation of Financial Instruments
Financial instruments owned and Financial instruments sold, not
yet purchased are recorded at fair value. The fair value of a
financial instrument is the amount that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (the exit
price). Unrealized gains or losses are generally recognized in
Principal transactions revenues.
Fair Value Hierarchy – In determining fair value, we maximize the
use of observable inputs and minimize the use of unobservable
inputs by requiring that observable inputs be used when
available. Observable inputs are inputs that market participants
would use in pricing the asset or liability based on market data
obtained from independent sources. Unobservable inputs reflect
our assumptions that market participants would use in pricing
the asset or liability developed based on the best information
available in the circumstances. We apply a hierarchy to
categorize our fair value measurements broken down into three
levels based on the transparency of inputs, where Level 1 uses
observable prices in active markets and Level 3 uses valuation
techniques that incorporate significant unobservable inputs.
Greater use of management judgment is required in determining
fair value when inputs are less observable or unobservable in the
marketplace, such as when the volume or level of trading activity
for a financial instrument has decreased and when certain
factors suggest that observed transactions may not be reflective
of orderly market transactions. Judgment must be applied in
determining the appropriateness of available prices, particularly
in assessing whether available data reflects current prices and/or
reflects the results of recent market transactions. Prices or
quotes are weighed when estimating fair value with greater
reliability placed on information from transactions that are
considered to be representative of orderly market transactions.
Fair value is a market-based measure; therefore, when market
observable inputs are not available, our judgment is applied to
reflect those judgments that a market participant would use in
valuing the same asset or liability. The availability of observable
inputs can vary for different products. We use prices and inputs
that are current as of the measurement date even in periods of
market disruption or illiquidity. The valuation of financial
instruments categorized within Level 3 of the fair value hierarchy
involves the greatest extent of management judgment. (Refer to
Note 2, Summary of Significant Accounting Policies, in our
consolidated financial statements included in Part II, Item 8 of
our Annual Report on Form 10-K for the year ended November 30,
2024 and Note 6, Fair Value Disclosures in our consolidated
financial statements included in this Quarterly Report on Form
10-Q for further information on the definitions of fair value, Level
1, Level 2 and Level 3 and related valuation techniques.)
For information on the composition of our Financial instruments
owned and Financial instruments sold, not yet purchased
recorded at fair value and the composition of activity of our Level
3 assets and Level 3 liabilities, refer to Note 6, Fair Value
Disclosures in our consolidated financial statements included in
this Quarterly Report on Form 10-Q.
Controls Over the Valuation Process for Financial Instruments –
Our Independent Price Verification Group, independent of the
trading function, plays an important role in determining that our
financial instruments are appropriately valued and that fair value
measurements are reliable. This is particularly important where
prices or valuations that require inputs are less observable. In the
event that observable inputs are not available, the control
processes are designed to assure that the valuation approach
utilized is appropriate and consistently applied and that the
assumptions are reasonable. Where a pricing model is used to
determine fair value, these control processes include reviews of
the pricing model’s theoretical soundness and appropriateness
by risk management personnel with relevant expertise who are
independent from the trading desks. In addition, recently
executed comparable transactions and other observable market
data are considered for purposes of validating assumptions
underlying the model.
Income Taxes
Significant judgment is required in estimating our provision for
income taxes. In determining the provision for income taxes, we
must make judgments and interpretations about how to apply
inherently complex tax laws to numerous transactions and
business events. In addition, we must make estimates about the
amount, timing and geographic mix of future taxable income,
which includes various tax planning strategies to utilize tax
attributes and deferred tax assets before they expire.
We record a valuation allowance to reduce our net deferred tax
asset to the amount that is more likely than not to be realized. We
are required to consider all available evidence, both positive and
negative, and to weigh the evidence when determining whether a
valuation allowance is required and the amount of such valuation
allowance. Generally, greater weight is required to be placed on
objectively verifiable evidence when making this assessment, in
particular on recent historical operating results.
We also record reserves for unrecognized tax benefits based on
our assessment of the probability of successfully sustaining tax
filing positions. Management exercises significant judgment
when assessing the probability of successfully sustaining tax
filing positions, and in determining whether a contingent tax
liability should be recorded and if so, estimating the amount. If
our tax filing positions are successfully challenged, payments
could be required that are in excess of reserved amounts or we
may be required to reduce the carrying amount of our net
deferred tax asset, either of which could be significant to our
financial condition or results of operations.
Impairment of Equity Method Investments
We evaluate equity method investments for impairment when
operating losses or other factors may indicate a decrease in
value which is other than temporary. We consider a variety of
factors including economic conditions nationally and in an
investment’s geographic area of operation, adverse changes in
the industry in which an investment operates, declines in
business prospects, deterioration in earnings, increasing costs of
operations and other relevant factors specific to the
investee. Whenever we believe conditions or events indicate that
one of these investments might be significantly impaired, we
generally obtain from such investee updated cash flow
projections and obtain other relevant information related to
| 48 | Jefferies Financial Group Inc. |
|---|
assessing the overall valuation of the investee. Utilizing this
information, we assess whether the investment is considered to
be other-than-temporarily impaired. To the extent an investment
is deemed to be other-than-temporarily impaired, an impairment
charge is recognized for the amount, if any, by which the
investment’s book value exceeds our estimate of the
investment’s fair value.
Goodwill
At February 28, 2025, goodwill of $1.82 billion represents 2.6% of
total assets. The nature and accounting for goodwill is discussed
in Note 2, Summary of Significant Accounting Policies in our
consolidated financial statements included in Part II, Item 8 of
our Annual Report on Form 10-K for the year ended November 30,
2024 and Note 13, Goodwill and Intangible Assets in our
consolidated financial statements included in this Quarterly
Report on Form 10-Q. Goodwill must be allocated to reporting
units and tested for impairment at least annually, or when
circumstances or events make it more likely than not that an
impairment occurred. Goodwill is tested by comparing the
estimated fair value of each reporting unit with its carrying value.
Our annual goodwill impairment testing date for a substantial
portion of our reporting units is August 1 and November 30 for
other identified reporting units. The results of our annual tests
did not indicate any goodwill impairment.
We use allocated tangible equity plus allocated goodwill and
intangible assets for the carrying amount of each reporting unit.
The amount of tangible equity allocated to a reporting unit is
based on our cash capital model deployed in managing our
businesses, which seeks to approximate the capital a business
would require if it were operating independently. For further
information on our Cash Capital Policy, refer to the Liquidity,
Financial Condition and Capital Resources section herein.
Intangible assets are allocated to a reporting unit based on either
specifically identifying a particular intangible asset as pertaining
to a reporting unit or, if shared among reporting units, based on
an assessment of the reporting unit’s benefit from the intangible
asset in order to generate results.
Estimating the fair value of a reporting unit requires management
judgment and often involves the use of estimates and
assumptions that could have a significant effect on whether or
not an impairment charge is recorded and the magnitude of such
a charge. Estimated fair values for our reporting units utilize
market valuation methods that incorporate price-to-earnings and
price-to-book multiples of comparable public companies and/or
projected cash flows. Under the market valuation approach, the
key assumptions are the selected multiples and our internally
developed projections of future profitability, growth and return on
equity for each reporting unit. The weight assigned to the
multiples requires judgment in qualitatively and quantitatively
evaluating the size, profitability and the nature of the business
activities of the reporting units as compared to the comparable
publicly-traded companies. The valuation methodology for our
reporting units is sensitive to management’s forecasts of future
profitability, which are a significant component of the valuation
and come with a level of uncertainty regarding trading volumes
and capital market transaction levels. In addition, as the fair
values determined under the market valuation approach
represent a noncontrolling interest, we apply a control premium
to arrive at the estimate fair value of each reporting unit on a
controlling basis.
Carrying values of goodwill by reporting unit:
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Investment banking .......................................................... | $700.1 | $700.7 |
| Equities and wealth management .................................. | 255.2 | 255.4 |
| Fixed income ..................................................................... | 576.5 | 576.9 |
| Asset management .......................................................... | 143.0 | 143.0 |
| Other investments ............................................................ | 149.8 | 151.9 |
| Total .................................................................................... | $1,824.6 | $1,827.9 |
Liquidity, Financial Condition and Capital Resources
Our CFO and Global Treasurer are responsible for developing and
implementing our liquidity, funding and capital management
strategies. These policies are determined by the nature and
needs of our day-to-day business operations, business
opportunities, regulatory obligations, and liquidity requirements.
Our actual levels of capital, total assets and financial leverage are
a function of a number of factors, including asset composition,
business initiatives and opportunities, regulatory requirements
and cost and availability of both long term and short-term
funding. We have historically maintained a balance sheet
consisting of a large portion of our total assets in cash and liquid
marketable securities. The liquid nature of these assets provides
us with flexibility in financing and managing our business.
We also own a legacy portfolio of businesses and investments
that are reflected as consolidated subsidiaries, equity
investments or securities. Over the most recent years, we
completed several critical steps to substantially liquidate our
legacy Other investments portfolio of businesses, including the
sales of Foursight in April 2024 and the wholesale operations of
OpNet in August 2024.
In keeping with our strategy of returning excess liquidity to
shareholders, during the three months ended February 28, 2025,
we returned an aggregate of $149.0 million to shareholders
primarily in the form of $92.7 million in cash dividends and the
repurchases of 696,207 common shares for a total of $56.3
million at a weighted average price of $80.89 per share in
connection with the net share settlement for tax purposes of
stock awards under our equity compensation plans.
We maintain modest leverage to support our investment grade
ratings. The growth of our balance sheet is supported by our
equity and we have quantitative metrics in place to monitor
leverage and double leverage. Our capital plan is robust, in order
to sustain our operating model through stressed conditions. We
maintain adequate financial resources to support business
activities in both normal and stressed market conditions,
including a buffer in excess of our regulatory, or other internal or
external, requirements. Our access to funding and liquidity is
stable and efficient to ensure that there is sufficient liquidity to
meet our financial obligations in normal and stressed market
conditions.
Our Balance Sheet
A business unit level balance sheet and cash capital analysis are
prepared and reviewed with senior management on a weekly
basis. As a part of this balance sheet review process, capital is
allocated to all assets and gross balance sheet limits are
adjusted, as necessary. This process ensures that the allocation
of capital and costs of capital are incorporated into business
decisions. The goals of this process are to protect the firm’s
platform, enable our businesses to remain competitive, maintain
the ability to manage capital proactively and hold businesses
accountable for both balance sheet and capital usage.
| February 2025 Form 10-Q | 49 |
|---|
We actively monitor and evaluate our financial condition and the
composition of our assets and liabilities. We continually monitor
our overall securities inventory, including the inventory turnover
rate, which confirms the liquidity of our overall assets. A
significant portion of our financial instruments are valued on a
daily basis and we monitor and employ balance sheet limits for
our various businesses.
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 | % Change |
|---|---|---|---|
| Total assets ..................................... | $70,218.9 | $64,360.3 | 9.1% |
| Cash and cash equivalents ............ | 11,176.3 | 12,153.4 | (8.0) |
| Cash and securities segregated<br><br>and on deposit for regulatory<br><br>purposes or deposited with<br><br>clearing and depository<br><br>organizations .............................. | 1,665.9 | 1,132.6 | 47.1 |
| Financial instruments owned ........ | 26,087.3 | 24,138.3 | 8.1 |
| Financial instruments sold, not<br><br>yet purchased ............................. | 13,997.2 | 11,007.3 | 27.2 |
| Total Level 3 assets ........................ | 781.4 | 734.2 | 6.4 |
| Securities borrowed ........................ | $8,402.2 | $7,213.4 | 16.5% |
| Securities purchased under<br><br>agreements to resell .................. | 8,125.2 | 6,179.7 | 31.5 |
| Total securities borrowed and<br><br>securities purchased under<br><br>agreements to resell ................. | $16,527.4 | $13,393.1 | 23.4% |
| Securities loaned ............................. | $2,501.6 | $2,540.9 | (1.5)% |
| Securities sold under agreements<br><br>to repurchase ............................. | 13,664.3 | 12,337.9 | 10.8 |
| Total securities loaned and<br><br>securities sold under<br><br>agreements to<br><br>repurchase .................................. | $16,165.9 | $14,878.8 | 8.7% |
Total assets at February 28, 2025 and November 30, 2024 were
$70.22 billion and $64.36 billion, respectively, an increase of
9.1%. During the three months ended February 28, 2025, average
total assets were approximately 11.0% higher than total assets at
February 28, 2025.
Our total Financial instruments owned inventory was $26.09
billion and $24.14 billion at February 28, 2025 and November 30,
2024, respectively. During the three months ended February 28,
2025, our total Financial instruments owned increased primarily
due to increases in corporate debt and equity securities, partially
offset by a decrease in U.S. government and agency securities.
Financial instruments sold, not yet purchased inventory was
$14.00 billion at February 28, 2025, an increase of 27.2% from
$11.01 billion at November 30, 2024, with the increase primarily
driven by increases in corporate debt and equity securities. Our
overall net inventory position was $12.09 billion and $13.13
billion at February 28, 2025 and November 30, 2024, respectively,
with the decrease primarily due to reductions in corporate equity
securities, U.S. government and agency securities, and sovereign
obligations.
Level 3 assets:
| $ in millions | February 28,<br><br>2025 | Percent | November 30,<br><br>2024 | Percent |
|---|---|---|---|---|
| Investment Banking ............ | $150.3 | 19.2% | $146.7 | 20.0% |
| Equities and Fixed Income . | 380.6 | 48.7 | 312.2 | 42.5 |
| Asset Management (1) ....... | 231.2 | 29.6 | 256.2 | 34.9 |
| Other ...................................... | 19.3 | 2.5 | 19.1 | 2.6 |
| Total ...................................... | $781.4 | 100.0% | $734.2 | 100.0% |
(1)At February 28, 2025 and November 30, 2024, $189.4 million and $218.3
million, respectively, are attributed to Other investments within our Asset
Management reportable segment.
Securities financing assets and liabilities include financing for
our financial instruments trading activity, matched book
transactions and mortgage finance transactions. Matched book
transactions accommodate customers, as well as obtain
securities for the settlement and financing of inventory positions.
Our average month end balance of total reverse repos and stock
borrows during three months ended February 28, 2025 was 10.4%
higher than the balance at November 30, 2024. Our average
month end balance of total repos and stock loans during three
months ended February 28, 2025 was 29.4% higher than the
balance at November 30, 2024.
Select information related to repurchase agreements:
| $ in millions | Three Months<br><br>Ended<br><br>February 28,<br><br>2025 | Year Ended<br><br>November 30,<br><br>2024 |
|---|---|---|
| Securities Purchased Under Agreements<br><br>to Resell: | ||
| Period end ....................................................... | $8,125 | $6,180 |
| Month end average ........................................ | 9,217 | 8,910 |
| Maximum month end ..................................... | 10,681 | 10,978 |
| Securities Sold Under Agreements to<br><br>Repurchase: | ||
| Period end ....................................................... | $13,664 | $12,338 |
| Month end average ........................................ | 17,632 | 15,197 |
| Maximum month end ..................................... | 19,785 | 20,971 |
Fluctuations in the balance of our repurchase agreements from
period to period and intraperiod are dependent on business
activity in those periods. Additionally, the fluctuations in the
balances of our securities purchased under agreements to resell
are influenced in any given period by our clients’ balances and
our clients’ desires to execute collateralized financing
arrangements via the repurchase market or via other financing
products. Average balances and period end balances will
fluctuate based on market and liquidity conditions and we
consider the fluctuations intraperiod to be typical for the
repurchase market.
Leverage Ratios:
| $ in millions | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Total assets .................................................................. | $70,219 | $64,360 |
| Total equity ................................................................... | $10,268 | $10,225 |
| Total shareholders’ equity .......................................... | $10,204 | $10,157 |
| Deduct: Goodwill and intangible assets .................... | (2,038) | (2,054) |
| Tangible shareholders’ equity ................................... | $8,166 | $8,103 |
| Leverage ratio (1) ......................................................... | 6.8 | 6.3 |
| Tangible gross leverage ratio (2) ............................... | 8.3 | 7.7 |
(1)Leverage ratio equals total assets divided by total equity.
(2)Tangible gross leverage ratio (a non-GAAP financial measure) equals total
assets less goodwill and identifiable intangible assets divided by tangible
shareholders’ equity. The tangible gross leverage ratio is used by rating
agencies in assessing our leverage ratio.
Liquidity Management
The key objectives of the liquidity management framework are to
support the successful execution of our business strategies
while ensuring sufficient liquidity through the business cycle and
during periods of financial and idiosyncratic distress. Our liquidity
management policies are designed to mitigate the potential risk
that we may be unable to access adequate financing to service
our financial obligations without material franchise or business
impact.
| 50 | Jefferies Financial Group Inc. |
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The principal elements of our liquidity management framework
are our Cash Capital Policy, our assessment of Modeled Liquidity
Outflow (“MLO”) and our Contingency Funding Plan (“CFP”).
Liquidity Management Framework. Our Liquidity Management
Framework is based on a model of a potential liquidity
contraction over a one-year time period. This incorporates
potential cash outflows during a market or our idiosyncratic
liquidity stress event, including, but not limited to, the following:
•Repayment of all unsecured debt maturing within one year and
no incremental unsecured debt issuance;
•Maturity rolloff of outstanding letters of credit with no further
issuance and replacement with cash collateral;
•Higher margin requirements than currently exist on assets on
securities financing activity, including repurchase agreements
and other secured funding including central counterparty
clearinghouses;
•Liquidity outflows related to possible credit downgrade;
•Lower availability of secured funding;
•Client cash withdrawals;
•The anticipated funding of outstanding investment and loan
commitments; and
•Certain accrued expenses and other liabilities and fixed costs.
Cash Capital Policy. We maintain a cash capital model that
measures long-term funding sources against requirements.
Sources of cash capital include our equity, mezzanine equity and
the noncurrent portion of long-term borrowings. Uses of cash
capital include the following:
•Illiquid assets such as equipment, goodwill, net intangible
assets, exchange memberships, deferred tax assets and
certain investments;
•A portion of securities inventory and other assets not expected
to be financed on a secured basis in a credit stressed
environment (i.e., margin requirements); and
•Drawdowns of unfunded commitments.
To ensure that we do not need to liquidate inventory in the event
of a funding stress, we seek to maintain surplus cash capital. Our
total long-term capital of $21.99 billion at February 28, 2025
exceeded our cash capital requirements.
MLO. Our businesses are diverse, and our liquidity needs are
determined by many factors, including market movements,
collateral requirements and client commitments, all of which can
change dramatically in a difficult funding environment. During a
liquidity stress, credit-sensitive funding, including unsecured debt
and some types of secured financing agreements, may be
unavailable, and the terms (e.g., interest rates, collateral
provisions and tenor) or availability of other types of secured
financing may change. As a result of our policy to ensure we have
sufficient funds to cover what we estimate may be needed in a
liquidity stress, we hold more cash and unencumbered securities
and have greater long-term debt balances than our businesses
would otherwise require. As part of this estimation process, we
calculate an MLO that could be experienced in a liquidity stress.
MLO is based on a scenario that includes both a market-wide
stress and firm-specific stress, characterized by some or all of
the following elements:
•Global recession, default by a medium-sized sovereign, low
consumer and corporate confidence, and general financial
instability.
•Severely challenged market environment with material declines
in equity markets and widening of credit spreads.
•Damaging follow-on impacts to financial institutions leading to
the failure of a large bank.
•A firm-specific crisis potentially triggered by material losses,
reputational damage, litigation, executive departure, and/or a
ratings downgrade.
The following are the critical modeling parameters of the MLO:
•Liquidity needs over a 30-day scenario.
•A two-notch downgrade of our long-term senior unsecured
credit ratings.
•No support from government funding facilities.
•A combination of contractual outflows, such as upcoming
maturities of unsecured debt, and contingent outflows (e.g.,
actions though not contractually required, we may deem
necessary in a crisis). We assume that most contingent
outflows will occur within the initial days and weeks of a
stress.
•No diversification benefit across liquidity risks. We assume
that liquidity risks are additive.
The calculation of our MLO under the above stresses and
modeling parameters considers the following potential
contractual and contingent cash and collateral outflows:
•All upcoming maturities of unsecured long-term debt,
promissory notes and other unsecured funding products
assuming we will be unable to issue new unsecured debt or
rollover any maturing debt.
•Repurchases of our outstanding long-term debt in the ordinary
course of business as a market maker.
•A portion of upcoming contractual maturities of secured
funding activity due to either the inability to refinance or the
ability to refinance only at wider haircuts (i.e., on terms which
require us to post additional collateral). Our assumptions
reflect, among other factors, the quality of the underlying
collateral and counterparty concentration.
•Collateral postings to counterparties due to adverse changes in
the value of our over-the-counter (“OTC”) derivatives and other
outflows due to trade terminations, collateral substitutions,
collateral disputes, collateral calls or termination payments
required by a two-notch downgrade in our credit ratings.
•Variation margin postings required due to adverse changes in
the value of our outstanding exchange-traded derivatives and
any increase in initial margin and guarantee fund requirements
by derivative clearing houses.
•Liquidity outflows associated with our prime services business,
including withdrawals of customer credit balances, and a
reduction in customer short positions.
•Liquidity outflows to clearing banks to ensure timely
settlements of cash and securities transactions.
•Draws on our unfunded commitments considering, among
other things, the type of commitment and counterparty.
| February 2025 Form 10-Q | 51 |
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•Other upcoming large cash outflows, such as employee
compensation, tax and dividend payments, with no expectation
of future dividends from any subsidiaries.
Based on the sources and uses of liquidity calculated under the
MLO scenarios, we determine, based on a calculated surplus or
deficit, additional long-term funding that may be needed versus
funding through the repurchase financing market and consider
any adjustments that may be necessary to our inventory balances
and cash holdings. At February 28, 2025, we had sufficient
excess liquidity to meet all contingent cash outflows detailed in
the MLO for at least 30 days without balance sheet reduction. We
regularly refine our model to reflect changes in market or
economic conditions and our business mix.
CFP. Our CFP ensures the ability to access adequate liquid
financial resources to meet liquidity shortfalls that may arise in
emergency situations. The CFP triggers the following actions:
•Sets out the governance for managing liquidity during a
liquidity crisis;
•Identifies key liquidity and capital early warning indicators that
will help guide the response to the liquidity crisis;
•Identifies the actions and escalation procedures should we
experience a liquidity crisis including coordination amongst
senior management and the Board of Directors;
•Sets out the sources of funding available during a liquidity
crisis;
•Sets out the communication plan during a liquidity crisis for
key external stakeholders including regulators, relationship
banks, rating agencies and funding counterparties; and
•Sets out an action plan to source additional funding.
Sources of Liquidity
Financial instruments that are cash and cash equivalents or are
deemed by management to be generally readily convertible into
cash, marginable or accessible for liquidity purposes within a
relatively short period of time:
| $ in thousands | February 28,<br><br>2025 | Average<br><br>Balance<br><br>Quarter Ended<br><br>February 28,<br><br>2025 (1) | November 30,<br><br>2024 |
|---|---|---|---|
| Cash and cash equivalents: | |||
| Cash in banks ............................................. | $3,659,139 | $4,874,599 | $3,925,535 |
| Money market investments (2) ............... | 7,517,204 | 5,443,156 | 8,227,879 |
| Total cash and cash equivalents ............ | 11,176,343 | 10,317,755 | 12,153,414 |
| Other sources of liquidity: | |||
| Debt securities owned and securities<br><br>purchased under agreements to<br><br>resell (3) ................................................ | 1,564,664 | 1,659,926 | 1,287,564 |
| Other (4) ...................................................... | 793,674 | 822,024 | 573,042 |
| Total other sources ................................... | 2,358,338 | 2,481,950 | 1,860,606 |
| Total cash and cash equivalents and<br><br>other liquidity sources ....................... | $13,534,681 | $12,799,705 | $14,014,020 |
| Total cash and cash equivalents and<br><br>other liquidity sources as % of Total<br><br>assets .................................................... | 19.3% | 21.8% | |
| Total cash and cash equivalents and<br><br>other liquidity sources as % of Total<br><br>assets less goodwill and intangible<br><br>assets .................................................... | 19.9% | 22.5% |
(1)Average balances are calculated based on weekly balances.
(2)At February 28, 2025 and November 30, 2024, $7.50 billion and $8.21 billion,
respectively, was invested in U.S. government money funds that invest
primarily in cash, securities issued by the U.S. government and U.S.
government-sponsored entities, and repurchase agreements that are fully
collateralized by cash or government securities. The remaining balances at
February 28, 2025 and November 30, 2024 are primarily invested in AAA-rated
prime money funds. The average balance of U.S. government money funds for
the quarter ended February 28, 2025 was $5.43 billion.
(3)Consists of high-quality sovereign government securities and reverse
repurchase agreements collateralized by U.S. government securities and other
high quality sovereign government securities; deposits with a central bank
within the European Economic Area, United Kingdom, Canada, Australia,
Japan, Switzerland or the U.S.; and securities issued by a designated
multilateral development bank and reverse repurchase agreements with
underlying collateral composed of these securities.
(4)Other includes unencumbered inventory representing an estimate of the
amount of additional secured financing that could be reasonably expected to
be obtained from our Financial instruments owned that are currently not
pledged after considering reasonable financing haircuts.
In addition to the cash balances and liquidity pool presented
above, the majority of financial instruments (both long and short)
in our trading accounts are actively traded and readily
marketable. At February 28, 2025, we had the ability to readily
obtain repurchase financing for 76.3% of our inventory at haircuts
of 10% or less, which reflects the liquidity of our inventory. In
addition, as a matter of our policy, all of these assets have
internal capital assessed, which is in addition to the funding
haircuts provided in the securities finance markets. Additionally,
certain of our Financial instruments owned primarily consisting
of loans and investments are predominantly funded by long term
capital. Under our cash capital policy, we model capital allocation
levels that are more stringent than the haircuts used in the
market for secured funding; and we maintain surplus capital at
these more stringent levels. We continually assess the liquidity of
our inventory based on the level at which we could obtain
financing in the marketplace for a given asset. Assets are
considered to be liquid if financing can be obtained in the
repurchase market or the securities lending market at collateral
haircut levels of 10% or less.
Financial instruments by asset class that we consider to be of a
liquid nature and the amount of such assets that have not been
pledged as collateral:
| February 28, 2025 | November 30, 2024 | |||
|---|---|---|---|---|
| $ in thousands | Liquid Financial<br><br>Instruments | Unencumbered<br><br>Liquid Financial<br><br>Instruments (2) | Liquid Financial<br><br>Instruments | Unencumbered<br><br>Liquid Financial<br><br>Instruments (2) |
| Corporate equity<br><br>securities ............. | $6,329,853 | $833,930 | $5,280,920 | $781,490 |
| Corporate debt<br><br>securities ............. | 6,447,986 | 230,073 | 5,179,229 | 339,500 |
| U.S. government,<br><br>agency and<br><br>municipal<br><br>securities ............. | 2,982,898 | 133,238 | 4,061,773 | 75,911 |
| Other sovereign<br><br>obligations .......... | 1,609,154 | 1,244,200 | 1,361,762 | 1,044,630 |
| Agency mortgage-<br><br>backed<br><br>securities (1) ....... | 2,376,649 | — | 2,695,282 | — |
| Loans and other<br><br>receivables .......... | 165,896 | — | 978 | — |
| Total ........................... | $19,912,436 | $2,441,441 | $18,579,944 | $2,241,531 |
(1)Consists solely of agency mortgage-backed securities issued by the Federal
Home Loan Mortgage Corporation (“Freddie Mac”), the Federal National
Mortgage Association (“Fannie Mae”) and the Government National Mortgage
Association (“Ginnie Mae”).
(2)Unencumbered liquid balances represent assets that can be sold or used as
collateral for a loan but have not been.
| 52 | Jefferies Financial Group Inc. |
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In addition to being able to be readily financed at reasonable
haircut levels, we estimate that each of the individual securities
within each asset class above could be sold into the market and
converted into cash within three business days under normal
market conditions, assuming that the entire portfolio of a given
asset class was not simultaneously liquidated. There are no
restrictions on the unencumbered liquid securities, nor have they
been pledged as collateral.
Sources of Funding and Capital Resources
Our assets are funded by equity capital, senior debt, securities
loaned, securities sold under agreements to repurchase,
customer free credit balances, bank loans and other payables.
Secured Financing
We rely principally on readily available secured funding to finance
our inventory of financial instruments owned and financial
instruments sold. Our ability to support increases in total assets
is largely a function of our ability to obtain short- and
intermediate-term secured funding, primarily through securities
financing transactions. We finance a portion of our long inventory
and cover some of our short inventory by pledging and borrowing
securities in the form of repurchase or reverse repurchase
agreements (collectively “repos”), respectively. For the three
months ended February 28, 2025, an average of approximately
52.8% of our cash and noncash repurchase financing activities
used collateral that was considered eligible collateral by central
clearing corporations. Central clearing corporations are situated
between participating members who borrow cash and lend
securities (or vice versa); accordingly, repo participants contract
with the central clearing corporation and not one another
individually. Therefore, counterparty credit risk is borne by the
central clearing corporation which mitigates the risk through
initial margin demands and variation margin calls from repo
participants. The comparatively large proportion of our total repo
activity that is eligible for central clearing reflects the high quality
and liquid composition of the inventory we carry in our trading
books. For those asset classes not eligible for central clearing
house financing, we seek to execute our bi-lateral financings on
an extended term basis and the tenor of our repurchase and
reverse repurchase agreements generally exceeds the expected
holding period of the assets we are financing. The weighted
average maturity of cash and noncash repurchase agreements
for non-clearing corporation eligible funded inventory is
approximately six months at February 28, 2025.
Our ability to finance our inventory via central clearinghouses and
bi-lateral arrangements is augmented by our ability to draw bank
loans on an uncommitted basis under our various banking
arrangements. At February 28, 2025, short-term borrowings,
which must be repaid within one year or less include bank loans,
overdrafts and borrowings under revolving credit facilities.
Letters of credit are used in the normal course of business
mostly to satisfy various collateral requirements in favor of
exchanges in lieu of depositing cash or securities. Average daily
short-term borrowings outstanding were $678.2 million for the
three months ended February 28, 2025.
At February 28, 2025 and November 30, 2024, our borrowings
under bank loans in Short-term borrowings were $308.8 million
and $414.5 million, respectively. Our borrowings include credit
facilities that contain certain covenants that, among other things,
require us to maintain a specified level of tangible net worth,
require a minimum regulatory net capital requirement for our U.S.
broker-dealer, Jefferies LLC, and impose certain restrictions on
the future indebtedness of certain of our subsidiaries that are
borrowers. Interest is based on rates at spreads over the federal
funds rate or other adjusted rates, as defined in the various credit
agreements, or at a rate as agreed between the bank and us in
reference to the bank’s cost of funding. At February 28, 2025, we
were in compliance with all covenants under these credit
facilities.
In addition to the above financing arrangements, we issue notes
backed by eligible collateral under master repurchase
agreements, which provides an additional financing source for
our inventory (our “repurchase agreement financing program”).
The notes issued under the program are presented within Other
secured financings. At February 28, 2025, the outstanding notes
totaled $2.11 billion, bear interest at a spread over the Secured
Overnight Funding Rate (“SOFR”) or the Euro Short-Term Rate
(“ESTER”) and mature from March 2025 to October 2026.
Total Long-Term Capital
At February 28, 2025 and November 30, 2024, we had total long-
term capital of $21.99 billion and $21.66 billion, respectively,
resulting in a long-term debt to equity capital ratio of 1.14:1 and
1.12:1, respectively. Refer to “Equity Capital” herein for further
information on our change in total equity.
| $ in thousands | February 28,<br><br>2025 | November 30,<br><br>2024 |
|---|---|---|
| Unsecured Long-Term Debt (1) .................................. | $11,725,988 | $11,430,610 |
| Total Mezzanine Equity ............................................... | 406 | 406 |
| Total Equity ................................................................... | 10,268,439 | 10,224,987 |
| Total Long-Term Capital ............................................ | $21,994,833 | $21,656,003 |
(1)The amounts at February 28, 2025 and November 30, 2024 exclude our
secured long-term debt. The amount at November 30, 2024 excludes
$8.5 million of our 5.500% Callable Note as the note matured on February 22,
2025,
$5.4 million of our 6.000% Callable Note as the note matures on June
16, 2025,
$6.2 million of our 4.500% Callable Note as the note matures on July
22, 2025, and $500.0 million of our 5.100% Callable Note as the note matures
on September 15, 2025. The amount at February 28, 2025 excludes
$6.2 million and $499.8 million of our Callable Notes as the notes mature on
July 22, 2025 and September 15, 2025, respectively, and $350 million of our
SMBC Revolver as the revolver matures on November 17, 2025. The amounts
at February 28, 2025 and November 30, 2024 also exclude $189.8 million and
$157.6 million, respectively, of structured notes as the notes mature within
one year.
Long-Term Debt
During the three months ended February 28, 2025, long-term debt
increased by $1.25 billion to $14.79 billion at February 28, 2025,
as presented in our Consolidated Statements of Financial
Condition. This increase is primarily due to proceeds of
$350.0 million from the drawdown of an unsecured credit facility,
$216.9 million from the issuances of unsecured senior notes,
$275.7 million from net issuances of structured notes and
$595.1 million from increased subsidiaries’ borrowings. These
increases were partially offset by repayments of $82.9 million on
our unsecured senior notes and $56.6 million of valuation gains
on our structured notes.
At February 28, 2025, our unsecured long-term debt has a
weighted average maturity of approximately
7.3
years.
At February 28, 2025 and November 30, 2024 our borrowings
under several credit facilities classified within Long-term debt in
our Consolidated Statements of Financial Condition amounted to
$1.18 billion and $775.3 million, respectively. Interest on these
credit facilities is based on an adjusted SOFR plus a spread or
other adjusted rates, as defined in the various credit agreements.
The credit facility agreements contain certain covenants that,
among other things, require us to maintain specified levels of
tangible net worth and liquidity amounts, certain credit and rating
levels and impose certain restrictions on future indebtedness of
and require specified levels of regulated capital and cash
reserves for certain of our subsidiaries. At February 28, 2025, we
| February 2025 Form 10-Q | 53 |
|---|
were in compliance with all covenants under theses credit
facilities.
Long-term debt ratings:
| Rating | Outlook | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Moody’s Investors Service ......................................... | Baa2 | Stable | ||||||||
| Standard & Poor’s ........................................................ | BBB | Stable | ||||||||
| Fitch Ratings ................................................................. | BBB+ | Stable | Jefferies LLC | Jefferies<br><br>International<br><br>Limited | Jefferies GmbH | |||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| Rating | Outlook | Rating | Outlook | Rating | Outlook | |||||
| Moody’s<br><br>Investors<br><br>Service .......... | Baa1 | Stable | Baa1 | Stable | Baa1 | Stable | ||||
| Standard &<br><br>Poor’s ............ | BBB+ | Stable | BBB+ | Stable | BBB+ | Stable |
Access to external financing to finance our day-to-day operations,
as well as the cost of that financing, is dependent upon various
factors, including our debt ratings. Our current debt ratings are
dependent upon many factors, including industry dynamics,
operating and economic environment, operating results,
operating margins, earnings trend and volatility, balance sheet
composition, liquidity and liquidity management, our capital
structure, our overall risk management, business diversification
and our market share and competitive position in the markets in
which we operate. Deterioration in any of these factors could
impact our credit ratings. While certain aspects of a credit rating
downgrade are quantifiable pursuant to contractual provisions,
the impact on our business and trading results in future periods
is inherently uncertain and depends on a number of factors,
including the magnitude of the downgrade, the behavior of
individual clients and future mitigating action taken by us.
In connection with certain over-the-counter derivative contract
arrangements and certain other trading arrangements, we may be
required to provide additional collateral to counterparties,
exchanges and clearing organizations in the event of a credit
rating downgrade. At February 28, 2025, the amount of additional
collateral that could be called by counterparties, exchanges and
clearing organizations under the terms of such agreements in the
event of a downgrade of our long-term credit rating below
investment grade was $164.4 million. For certain foreign clearing
organizations, credit rating is only one of several factors
employed in determining collateral that could be called. The
above represents management’s best estimate for additional
collateral to be called in the event of a credit rating downgrade.
The impact of additional collateral requirements is considered in
our CFP and calculation of MLO, as described above.
Equity Capital
Common Stock
At February 28, 2025 and November 30, 2024, we had
565,000,000 authorized shares of voting common stock with a
par value of $1.00 per share and had 206,249,504 and
205,504,272 common shares outstanding, respectively. At
February 28, 2025, we had 13,950,457 share-based awards that
do not require the holder to pay any exercise price and 5,064,740
stock options that require the holder to pay a weighted average
exercise price of $22.69 per share.
The Board of Directors has authorized the repurchase of
common stock up to $250.0 million under a share repurchase
program. We did not purchase any shares under our share
repurchase program during the three months ended February 28,
- Treasury stock repurchases during three months ended
February 28, 2025 represent repurchases of common stock for
net-share withholding under our equity compensation plan.
Dividends
| Three Months Ended February 28, 2025 | |||
|---|---|---|---|
| Declaration Date | Record Date | Payment Date | Per Common<br><br>Share Amount |
| January 8, 2025 | February 14, 2025 | February 27, 2025 | $0.40 |
On January 8, 2025, the Board of Directors increased our
quarterly dividend from $0.35 to $0.40 per common share. On
March 26, 2025, the Board of Directors declared a dividend of
$0.40 per common share to be paid on May 29, 2025 to common
shareholders of record at May 19, 2025.
The payment of dividends is subject to the discretion of our
Board of Directors and depends upon general business
conditions and other factors that our Board of Directors may
deem to be relevant.
Non-Voting Common Stock
On June 28, 2023, shareholders approved an Amended and
Restated Certificate of Incorporation, which authorized the
issuance of 35,000,000 shares of non-voting common stock with
a par value of $1.00 per share (the “Non-Voting Common
Shares”). The Non-Voting Common Shares are entitled to share
equally, on a per share basis, with the voting common stock, in
dividends and distributions. Upon the effectiveness of the
Amended and Restated Certificate of Corporation on June 30,
2023, the number of authorized shares of common stock
remains at 600,000,000 shares, composed of 565,000,000 shares
of voting common stock and 35,000,000 shares of Non-Voting
Common Shares.
Series B Preferred Stock
On April 27, 2023, we established Series B Non-Voting
Convertible Preferred Shares with a par value of $1.00 per share
(“Series B Preferred Stock”) and designated 70,000 shares as
Series B Preferred Stock. The Series B Preferred Stock has a
liquidation preference of $17,500 per share and rank senior to our
voting common stock upon dissolution, liquidation or winding up
of Jefferies Financial Group Inc. Each share of Series B Preferred
Stock is automatically convertible into 500 shares of non-voting
common stock, subject to certain anti-dilution adjustments, three
years after issuance. The Series B Preferred Stock participates in
cash dividends and distributions alongside our voting common
stock on an as-converted basis.
Additionally, on April 27, 2023, we entered into an Exchange
Agreement with Sumitomo Mitsui Banking Corporation (“SMBC”),
which entitles SMBC to exchange shares of our voting common
stock for shares of the Series B Preferred Stock at a rate of 500
shares of voting common stock for one share of Series B
Preferred Stock. The Exchange Agreement is limited to 55,125
shares of Preferred Stock and SMBC is required to pay $1.50 per
share of voting common stock so exchanged. As of November
30, 2024, SMBC had cumulatively exchanged approximately 27.6
million shares of voting common stock for 55,125 shares of
Series B Preferred Stock. Following this exchange, SMBC
increased its ownership of our common stock and as a result, the
CEO of Sumitomo Mitsui Financial Group, Inc. was elected and
now serves on our Board of Directors. On September 19, 2024,
| 54 | Jefferies Financial Group Inc. |
|---|
SMBC purchased 9.2 million shares of our common stock. At
February 28, 2025, SMBC owns approximately 15.7% of our
common stock on an as-converted basis and 14.5% on a fully-
diluted, as-converted basis. Refer to Note 22, Related Party
Transactions for further information regarding transactions with
SMBC.
During the three months ended February 28, 2025 and
February 29, 2024, we paid cash dividends of $11.0 million and
$6.3 million, respectively, to the Series B Preferred stockholder.
Net Capital
Jefferies LLC is a broker-dealer registered with the SEC and a
member firm of the Financial Industry Regulatory Authority
(“FINRA”) and is subject to the SEC Uniform Net Capital Rule
(“Rule 15c3-1”), which requires the maintenance of minimum net
capital, and has elected to calculate minimum capital
requirements using the alternative method permitted by Rule
15c3-1 in calculating net capital. Jefferies LLC, as a dually-
registered U.S. broker-dealer and futures commission merchant
(“FCM”), is also subject to Regulation 1.17 of the Commodity
Futures Trading Commission (“CFTC”) under the Commodity
Exchange Act (“CEA”), which sets forth minimum financial
requirements. The minimum net capital requirement in
determining excess net capital for a dually registered U.S. broker-
dealer and FCM is equal to the greater of the requirement under
SEA Rule 15c3-1 or CFTC Regulation 1.17. Accordingly, FINRA is
the designated examining authority for Jefferies LLC and the
National Futures Association (“NFA”) is the designated self-
regulatory organization (“DSRO”) for Jefferies LLC as an FCM
Jefferies Financial Services, Inc. (“JFSI”) is registered with the
SEC as a Security-Based Swap Dealer (“SBS Dealer”) and an OTC
Derivatives Dealer (“OTCDD”) subject to the SEC’s SBS dealer
regulatory rules and the SEC’s net capital requirements pursuant
to Rule 18a-1. JFSI is also registered as a swap dealer with the
CFTC and is subject to the CFTC’s regulatory capital
requirements pursuant to the minimum financial requirements for
swap dealers under CFTC Regulation 23.101. Additionally, as a
registered member firm, JFSI is subject to the net capital
requirements of the NFA. Accordingly, the SEC is the designated
examining authority for JFSI in its capacity as an SBS Dealer and
OTCDD, while the NFA is the DSRO for JFSI, as a CFTC registered
swap dealer.
Certain non-U.S. subsidiaries are subject to capital adequacy
requirements as prescribed by the regulatory authorities in their
respective jurisdictions. This includes Jefferies International
Limited which is subject to the regulatory supervision and
requirements of the Financial Conduct Authority (“FCA”) in the
U.K. Jefferies International Limited’s’ own funds requirement
represents the highest of the permanent minimum capital
requirement, fixed overheads requirement and k-factor
requirements set out in the Investment Firms Prudential Regime
(“IFPR”) under the FCA’s MIFIDPRU sourcebook.
At February 28, 2025, Jefferies LLC’s and JFSI’s net capital and
excess net capital were as follows (in thousands):
| $ in thousands | Net<br><br>Capital | Excess Net<br><br>Capital |
|---|---|---|
| Jefferies LLC ................................................................. | $1,112,504 | $984,377 |
| JFSI - SEC ...................................................................... | 426,334 | 406,334 |
| JFSI - CFTC ................................................................... | 426,334 | 400,338 |
In addition, the equivalent capital requirements for Jefferies
International Limited, on a consolidated basis, is a total capital of
$1,740.0 million and an excess capital of $920.0 million at
February 28, 2025.
At February 28, 2025, Jefferies LLC, JFSI and JIL are in
compliance with their applicable requirements.
The regulatory capital requirements referred to above may
restrict our ability to withdraw capital from our regulated
subsidiaries.
Customer Protection and Segregation Requirement
As a registered broker dealer that clears and carries customer
accounts, Jefferies LLC is subject to the customer protection
provisions under SEC Rule 15c3-3 and is required to compute a
reserve formula requirement for customer accounts and deposit
cash or qualified securities into a special reserve bank account
for the exclusive benefit of customers. At February 28, 2025,
Jefferies LLC had $485.1 million in cash and qualified U.S.
Government securities on deposit in special reserve bank
accounts for the exclusive benefit of customers.
As a registered broker dealer that clears and carries proprietary
accounts of brokers or dealers (commonly referred to as “PAB”),
Jefferies LLC is also required to compute a reserve requirement
for PABs pursuant to SEC Rule 15c3-3. At February 28, 2025,
Jefferies LLC had $595.0 million in cash and qualified U.S.
Government securities in special reserve bank accounts for the
exclusive benefit of PABs.
Other Developments
In February 2022, Russia invaded Ukraine. Following Russia’s
invasion, the U.S., the U.K., and the European Union governments,
among others, developed coordinated financial and economic
sanctions targeting Russia that, in various ways, constrain
transactions with numerous Russian entities, including major
Russian banks and individuals; transactions in Russian sovereign
debt; and investment, trade and financing to, from, or in Ukraine.
We do not have any operations in Russia or any clients with
significant Russian operations and we have minimal market risk
related to securities of companies either domiciled or operating
in Russia. We continue to closely monitor the status of global
sanctions and restrictions, trading conditions related to Russian
securities and the credit risk and nature of our counterparties.
In October 2023, Hamas attacked Israel. Our investments and
assets in our growing Israeli business could be negatively
affected by consequences from the geopolitical and military
conflict in the region. We continue to closely monitor the status
of global sanctions and restrictions arising from the conflict.
Off-Balance Sheet Arrangements
We have contractual commitments arising in the ordinary course
of business for securities loaned or purchased under agreements
to resell, repurchase agreements, future purchases and sales of
foreign currencies, securities transactions on a when-issued
basis, purchases and sales of corporate loans in the secondary
market and underwriting. Each of these financial instruments and
activities contains varying degrees of off-balance sheet risk
whereby the fair values of the securities underlying the financial
instruments may be in excess of, or less than, the contract
amount. The settlement of these transactions is not expected to
have a material effect upon our consolidated financial
statements.
In the normal course of business, we engage in other off balance-
sheet arrangements, including derivative contracts. Neither
derivatives’ notional amounts nor underlying instrument values
are reflected as assets or liabilities in our Consolidated
Statements of Financial Condition. Rather, the fair values of
derivative contracts are reported in our Consolidated Statements
of Financial Condition as Financial instruments owned or
| February 2025 Form 10-Q | 55 |
|---|
Financial instruments sold, not yet purchased as applicable.
Derivative contracts are reflected net of cash paid or received
pursuant to credit support agreements and are reported on a net
by counterparty basis when a legal right of offset exists under an
enforceable master netting agreement. For additional information
about our accounting policies and our derivative activities, refer
to Note 2, Summary of Significant Accounting Policies, in our
consolidated financial statements included in Part II, Item 8 of
our Annual Report on Form 10-K for the year ended November 30,
2024 and Note 6, Fair Value Disclosures and Note 7, Derivative
Financial Instruments in our consolidated financial statements
included in this Quarterly Report on Form 10-Q.
| 56 | Jefferies Financial Group Inc. |
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Risk Management
Overview
Risk is an inherent part of our business and activities. The extent
to which we properly and effectively identify, assess, monitor and
manage each of the various types of risk involved in our activities
is critical to our financial soundness, viability and profitability.
Accordingly, we have a comprehensive risk management
approach, with a formal governance structure and policies and
procedures outlining frameworks and processes to identify,
assess, monitor and manage risk. Principal risks involved in our
business activities include market, credit, liquidity and capital,
operational, model and strategic risk. Legal and compliance, new
business and reputational risk are also included within our
principal risks.
Risk management is a multifaceted process that requires
communication, judgment and knowledge of financial products
and markets. Our risk management process encompasses the
active involvement of executive and senior management, and
also many departments independent of the revenue-producing
business units, including Risk Management, Operations,
Information Technology, Compliance, Legal and Finance. Our risk
management policies, procedures and methodologies are flexible
in nature and are subject to ongoing review and modification.
In achieving our strategic business objectives, our risk appetite
incorporates keeping our clients’ interests as top priority and
ensuring we are in compliance with applicable laws, rules and
regulations, as well as adhering to the highest ethical standards.
We undertake prudent risk-taking that protects the capital base
and franchise, utilizing risk limits and tolerances that avoid
outsized risk-taking. We maintain a diversified business mix and
avoid significant concentrations to any sector, product,
geography or activity and set quantitative concentration limits to
manage this risk. We consider contagion, second order effects
and correlation in our risk assessment process and actively seek
out value opportunities of all sizes. We manage the risk of
opportunities larger than our approved risk levels through risk
sharing and risk distribution, sell-down and hedging as
appropriate. We have a limited appetite for illiquid assets and
complex derivative financial instruments. We maintain the asset
quality of our balance sheet through conducting trading activity in
liquid markets and generally ensure high turnover of our
inventory. We subject less liquid positions and derivative financial
instruments to particular scrutiny and use a wide variety of
specific metrics, limits and constraints to manage these risks.
We protect our reputation and franchise, as well as our standing
within the market. We operate a federated approach to risk
management and assign risk oversight responsibilities to a
number of functions with specific areas of focus.
For discussion of liquidity and capital risk management, refer to
the “Liquidity, Financial Condition and Capital Resources” section
herein.
Governance and Risk Management Structure
For a discussion of our governance and risk management
structure and our risk management framework, see
“Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Risk Management” in Part II, Item 7 of
our Annual Report on Form 10-K for the year ended November 30,
2024.
Risk Considerations
We apply a comprehensive framework of limits on a variety of
key metrics to constrain the risk profile of our business activities.
The size of the limits reflects our risk appetite for a certain
activity under normal business conditions. Key metrics included
in our risk management framework include inventory position
and exposure limits on a gross and net basis, scenario analysis
and stress tests, Value-at-Risk (“VaR”), sensitivities, exposure
concentrations, aged inventory, Level 3 assets, counterparty
exposure, leverage and cash capital.
Market Risk
Market risk is defined as the risk of loss due to fluctuations in the
market value of financial assets and liabilities attributable to
changes in market variables.
Our market risk principally arises from interest rate risk, from
exposure to changes in the yield curve, the volatility of interest
rates, and credit spreads, and from equity price risks from
exposure to changes in prices and volatilities of individual
equities, equity baskets and equity indices. In addition,
commodity price risk results from exposure to the changes in
prices and volatilities of individual commodities, commodity
baskets and commodity indices, and foreign exchange risk
results from changes in foreign currency rates.
Market risk is present in our capital markets business through
market making, proprietary trading, underwriting and investing
activities and is present in our asset management business
through investments in separately managed accounts and direct
investments in funds. Given our involvement in a broad set of
financial products and markets, market risk exposures are
diversified and economic hedges are established as appropriate.
Market risk is monitored and managed through a set of key risk
metrics such as VaR, stress scenarios, risk sensitivities and
position exposures. Limits are set on the key risk metrics to
monitor and control the risk exposure ensuring that it is in line
with our risk appetite. Our risk appetite, including the market risk
limits, is periodically reviewed to reflect business strategy and
market environment. Material risk changes, top/emerging risks
and limit utilizations/breaches are highlighted through risk
reporting and escalated as necessary.
Trading is principally managed through front office trader
mandates, where each trader is provided a specific mandate in
line with our product registry. Mandates set out the activities,
currencies, countries and products that a desk is permitted to
trade in and set the limits applicable to a desk. Traders are
responsible for knowing their trading limits and trading in a
manner consistent with their mandate.
VaR
VaR is a statistical estimate of the potential loss from adverse
market movements over a specified time horizon within a
specified probability (confidence level). It provides a common
risk measure across financial instruments, markets and asset
classes. We estimate VaR using a model that simulates revenue
and loss distributions by applying historical market changes to
the current portfolio. We calculate a one-day VaR using a one-
year look-back period measured at a 95% confidence level.
| February 2025 Form 10-Q | 57 | ||
|---|---|---|---|
| Daily Firmwide VaR | |||
| --- | --- | --- | --- |
| in millions | Daily VaR for the Three Months<br><br>Ended February 28, 2025 | ||
| Risk Categories | Average | High | Low |
| Interest Rates and Credit Spreads ............................. | $5.43 | $8.70 | $2.50 |
| Equity Prices ........................ | 10.37 | 12.14 | 7.67 |
| Currency Rates .................... | 1.00 | 1.72 | 0.54 |
| Commodity Prices .............. | 0.29 | 0.62 | 0.12 |
| Diversification Effect (1) .... | (3.96) | N/A | N/A |
| Firmwide VaR (2) ................ | $13.13 | $16.03 | $8.79 |
All values are in US Dollars.
| Daily Firmwide VaR | |||
|---|---|---|---|
| in millions | Daily VaR for the Three Months<br><br>Ended November 30, 2024 | ||
| Risk Categories | Average | High | Low |
| Interest Rates and Credit Spreads ............................. | $5.25 | $7.09 | $2.58 |
| Equity Prices ........................ | 11.14 | 13.56 | 8.16 |
| Currency Rates .................... | 0.61 | 1.01 | 0.32 |
| Commodity Prices .............. | 0.41 | 0.72 | 0.15 |
| Diversification Effect (1) .... | (4.66) | N/A | N/A |
| Firmwide VaR (2) ................ | $12.75 | $15.10 | $10.13 |
All values are in US Dollars.
(1)The diversification effect is not applicable for the maximum and minimum
VaR values as the firmwide VaR and the VaR values for the four risk categories
might have occurred on different days during the period.
(2)The aggregated VaR presented here is less than the sum of the individual
components (i.e., interest rate risk, foreign exchange rate risk, equity risk and
commodity price risk) due to the benefit of diversification among the four risk
categories. Diversification benefit equals the difference between aggregated
VaR and the sum of VaRs for the four risk categories and arises because the
market risk categories are not perfectly correlated.
VaR for our capital markets trading activities, which excludes the
impact on VaR for each component of market risk from our asset
management activities, by interest rate and credit spreads, equity,
currency and commodity products:
| Daily Capital Markets VaR | |||
|---|---|---|---|
| in millions | Daily VaR for the Three Months<br><br>Ended February 28, 2025 | ||
| Risk Categories | Average | High | Low |
| Interest Rates and Credit Spreads ............................. | $5.19 | $8.50 | $2.39 |
| Equity Prices ........................ | 4.67 | 6.95 | 3.41 |
| Currency Rates .................... | 0.72 | 1.08 | 0.51 |
| Diversification Effect (1) .... | (1.76) | N/A | N/A |
| Capital Markets VaR (2) .... | $8.82 | $14.01 | $5.76 |
All values are in US Dollars.
| Daily Capital Markets VaR | |||
|---|---|---|---|
| in millions | Daily VaR for the Three Months<br><br>Ended November 30, 2024 | ||
| Risk Categories | Average | High | Low |
| Interest Rates and Credit Spreads ............................. | $5.39 | $11.88 | $0.98 |
| Equity Prices ........................ | 6.74 | 8.64 | 5.13 |
| Currency Rates .................... | 0.42 | 0.84 | 0.21 |
| Commodity Prices .............. | 0.01 | 0.01 | 0.01 |
| Diversification Effect (1) .... | (4.63) | N/A | N/A |
| Capital Markets VaR (2) .... | $7.93 | $10.58 | $5.52 |
All values are in US Dollars.
(1)The diversification effect is not applicable for the maximum and minimum
VaR values as the capital markets VaR and the VaR values for the four risk
categories might have occurred on different days during the period.
(2)The aggregated VaR presented here is less than the sum of the individual
components (i.e., interest rate risk, foreign exchange rate risk, equity risk and
commodity price risk) due to the benefit of diversification among the four risk
categories. Diversification benefit equals the difference between aggregated
VaR and the sum of VaRs for the four risk categories and arises because the
market risk categories are not perfectly correlated.
| 58 | Jefferies Financial Group Inc. |
|---|
Our average daily firmwide VaR increased to $13.13 million for the three months ended February 28, 2025 from $12.75 million for the
three months ended November 30, 2024, primarily driven by a lower diversification effect, partially offset by a decrease in exposure to
movements in equity prices. The average daily capital markets VaR increased to $8.82 million for the three months ended February 28,
2025, from $7.93 million for the three months ended November 30, 2024, primarily driven by increases from a lower diversification
effect, partially offset by a decrease in exposure to movements in equity prices.
The efficacy of the VaR model is tested by comparing our actual daily net revenues for those positions included in the calculation of
VaR with the daily VaR estimate. This evaluation is performed at various levels, from the overall level down to specific business lines.
For the VaR model, revenue is defined as principal transactions revenues, trading related commissions, revenue from securitization
activities and net interest income. VaR backtesting methodologies differ for regulated entities with approved capital models.
For a 95% confidence one day VaR model (i.e., no intra-day trading), assuming current changes in market value are consistent with the
historical changes used in the calculation, losses would not be expected to exceed the VaR estimates more than twelve times on an
annual basis (i.e., once in every 20 days). During the three months ended February 28, 2025, there was one day when the aggregate net
trading loss exceeded the 95% one day VaR.
The chart below presents our daily firmwide and capital markets VaR over the last four quarters. The fluctuations in VaR during the first
quarter of 2025 were primarily driven by volatility in the equity markets.
Daily Net Trading Revenue
There were 4 days with firmwide trading losses out of a total of 61 trading days during the three months ended February 28, 2025. The
histogram below presents the distribution of our actual daily net trading revenue for substantially all of our trading activities:
| February 2025 Form 10-Q | 59 |
|---|
Other Risk Measures
The VaR model does not include certain positions that are best measured and monitored using sensitivity analysis. Risk Management
has additional procedures in place to assure that the level of potential loss driven by those positions not in the VaR model arising from
market movements are within acceptable levels. Such procedures include performing stress tests and profit and loss analysis. The
table below presents the potential reduction in earnings associated with a 10% stress of the fair value of the positions that are not
included in the VaR model at February 28, 2025:
| $ in thousands | 10% Sensitivity |
|---|---|
| Investment in funds (1) ............................................................................................................................................................................................ | $135,111 |
| Private investments .................................................................................................................................................................................................. | 61,109 |
| Corporate debt securities in default ....................................................................................................................................................................... | 20,318 |
| Trade claims .............................................................................................................................................................................................................. | 2,883 |
(1)Includes investments in hedge funds, fund of funds and private equity funds classified within Level 3 of the fair value hierarchy and excluded from
the fair value hierarchy based on net asset value.
The impact of changes in our own credit spreads on our structured notes for which the fair value option was elected is not included in
VaR. The estimated credit spread risk sensitivity for each one basis point widening in our own credit spreads on financial liabilities for
which the fair value option was elected was an increase in value of approximately $1.6 million at February 28, 2025, which is included in
other comprehensive income.
Other Risk
We are also subject to interest rate risk on our long-term fixed interest rate debt. Generally, the fair market value of debt securities with
a fixed interest rate will increase as interest rates fall, and the fair market value will decrease as interest rates rise. The following table
represents principal cash flows by expected maturity dates and the related weighted-average interest rate on those maturities for our
consolidated long-term debt obligations, inclusive of any related interest rate hedges. For the variable rate borrowings, the weighted-
average interest rates are based on the rates in effect at the reporting date. Our market risk with respect to foreign currency exposure
on our long-term debt is also presented in the table below.
| Expected Maturity Date (Fiscal Years) | ||||||||
|---|---|---|---|---|---|---|---|---|
| $ in thousands | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | Fair Value |
| Rate Sensitive Liabilities: | ||||||||
| Fixed Interest Rate Borrowings ....................................... | $679,786 | $77,814 | $608,471 | $1,167,588 | $307,290 | $5,424,391 | $8,265,340 | $8,214,603 |
| Weighted-Average Interest Rate ..................................... | 4.33% | 5.49% | 5.18% | 5.72% | 5.54% | 5.58% | ||
| Variable Interest Rate Borrowings.................................. | $442,605 | $596,562 | $955,076 | $49,707 | $302,044 | $1,423,269 | $3,769,263 | $3,619,728 |
| Weighted-Average Interest Rate ..................................... | 6.01% | 6.75% | 6.86% | 6.51% | 6.49% | 6.23% | ||
| Borrowings with Foreign Currency Exposure ............... | $17,672 | $1,196,217 | $363 | $518,350 | $522,210 | $918,072 | $3,172,884 | $3,098,719 |
| Weighted-Average Interest Rate ..................................... | 5.21% | 4.74% | 2.50% | 3.37% | 5.39% | 6.36% |
Stress Tests and Scenario Analysis
Stress tests are used to analyze the potential impact of specific
events or extreme market moves on the current portfolio both
firm-wide and within business segments. Stress testing is an
important part of our risk management approach because it
allows us to quantify our exposure to tail risks, highlight potential
loss concentrations, undertake risk/reward analysis, set risk
controls and overall assess and mitigate our risk.
We employ a range of stress scenarios, which comprise both
historical market price and rate changes and hypothetical market
environments, and generally involve simultaneous changes of
many risk factors. Indicative market changes in the scenarios
include, but are not limited to, a large widening of credit spreads,
a substantial decline in equities markets, significant moves in
selected emerging markets, large moves in interest rates and
changes in the shape of the yield curve.
Unlike our VaR, which measures potential losses within a given
confidence interval, stress scenarios do not have an associated
implied probability. Rather, stress testing is used to estimate the
potential loss from market moves that tend to be larger than
those embedded in the VaR calculation. Stress testing
complements VaR to cover for potential limitations of VaR such
as the breakdown in correlations, non-linear risks, tail risk and
extreme events and capturing market moves beyond the
confidence levels assumed in the VaR calculations.
Stress testing is performed and reported at least weekly as part
of our risk management process and on an ad hoc basis in
response to market events or concerns. Current stress tests
provide estimated revenue and loss of the current portfolio
through a range of both historical and hypothetical events. The
stress scenarios are reviewed and assessed at least annually so
that they remain relevant and up to date with market
developments. Additional hypothetical scenarios are also
conducted on a sub-portfolio basis to assess the impact of any
relevant idiosyncratic stress events as needed.
| 60 | Jefferies Financial Group Inc. |
|---|
Counterparty Credit Risk
Credit risk is the risk of loss due to adverse changes in a
counterparty’s credit worthiness or its ability or willingness to
meet its financial obligations in accordance with the terms and
conditions of a financial contract.
We are exposed to credit risk as a trading counterparty to other
broker-dealers and customers, as a counterparty to derivative
contracts, as a direct lender and through extending loan
commitments and providing securities-based lending and as a
member of exchanges and clearing organizations. Credit
exposure exists across a wide range of products, including cash
and cash equivalents, loans, securities finance transactions and
over-the-counter derivative contracts. The main sources of credit
risk are:
•Loans and lending arising in connection with our investment
banking and capital markets activities, which reflects our
exposure at risk on a default event with no recovery of loans.
Current exposure represents loans that have been drawn by the
borrower and lending commitments that are outstanding. In
addition, credit exposures on forward settling traded loans are
included within our loans and lending exposures for
consistency with the balance sheet categorization of these
items. Loans and lending also arise in connection with our
portion of a Secured Revolving Credit Facility that is with us
and Massachusetts Mutual Life Insurance Company, to be
funded equally, to support loan underwritings by Jefferies
Finance. For further information on this facility, refer to Note
11, Investments in our consolidated financial statements
included in this Quarterly Report on Form 10-Q. In addition, we
have loans outstanding to certain of our officers and
employees (none of whom are executive officers or directors).
For further information on these employee loans, refer to Note
22, Related Party Transactions in our consolidated financial
statements included in this Quarterly Report on Form 10-Q.
•Securities and margin financing transactions, which reflect our
credit exposure arising from reverse repurchase agreements,
repurchase agreements and securities lending agreements to
the extent the fair value of the underlying collateral differs from
the contractual agreement amount and from margin provided
to customers.
•OTC derivatives, which are reported net by counterparty when a
legal right of setoff exists under an enforceable master netting
agreement. OTC derivative exposure is based on a contract at
fair value, net of cash collateral received or posted under credit
support agreements. In addition, credit exposures on forward
settling trades are included within our derivative credit
exposures.
•Cash and cash equivalents, which includes both interest-
bearing and non-interest-bearing deposits at banks.
Credit is extended to counterparties in a controlled manner and in
order to generate acceptable returns, whether such credit is
granted directly or is incidental to a transaction. All extensions of
credit are monitored and managed as a whole to limit exposure
to loss related to credit risk. Credit risk is managed according to
the Credit Risk Management Policy, which sets out the process
for identifying counterparty credit risk, establishing counterparty
limits, and managing and monitoring credit limits. The policy
includes our approach for:
•Client on-boarding and approving counterparty credit limits;
•Negotiating, approving and monitoring credit terms in legal and
master documentation;
•Determining the analytical standards and risk parameters for
ongoing management and monitoring credit risk books;
•Actively managing daily exposure, exceptions and breaches;
and
•Monitoring daily margin call activity and counterparty
performance.
Counterparty credit exposure limits are granted within our credit
ratings framework, as detailed in the Credit Risk Management
Policy. The Credit Risk Department assesses counterparty credit
risk and sets credit limits at the counterparty master agreement
level. Limits must be approved by appropriate credit officers and
initiated in our credit and trading systems before trading
commences. All credit exposures are reviewed against approved
limits on a daily basis.
Our Secured Revolving Credit Facility, which supports loan
underwritings by Jefferies Finance, is governed under separate
policies other than the Credit Risk Management Policy and is
approved by our Board. The loans outstanding to certain of our
officers and employees are extended pursuant to a review by our
most senior management.
Current counterparty credit exposures at February 28, 2025 and
November 30, 2024 are summarized in the tables below and
provided by credit quality, region and industry. Credit exposures
presented take netting and collateral into consideration by
counterparty and master agreement. Collateral taken into
consideration includes both collateral received as cash as well as
collateral received in the form of securities or other
arrangements. Current exposure is the loss that would be
incurred on a particular set of positions in the event of default by
the counterparty, assuming no recovery. Current exposure equals
the fair value of the positions less collateral. Issuer risk is the
credit risk arising from inventory positions (for example,
corporate debt securities and secondary bank loans). Issuer risk
is included in our country risk exposure within the following
tables.
| February 2025 Form 10-Q | 61 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Counterparty Credit Exposure by Credit Rating | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Loans and Lending | Securities and Margin<br><br>Finance | OTC Derivatives | Total | Cash and<br><br>Cash Equivalents | Total with Cash and<br><br>Cash Equivalents | |||||||
| At | At | At | At | At | At | |||||||
| $ in millions | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 |
| AAA Range | $— | $— | $11.7 | $12.0 | $— | $— | $11.7 | $12.0 | $7,517.2 | $8,227.9 | $7,528.9 | $8,239.9 |
| AA Range | 80.2 | 80.0 | 320.6 | 190.3 | 2.8 | 5.6 | 403.6 | 275.9 | 56.9 | 63.8 | 460.5 | 339.7 |
| A Range | 0.4 | 0.2 | 1,305.2 | 1,145.1 | 336.8 | 415.0 | 1,642.4 | 1,560.3 | 3,495.3 | 3,691.8 | 5,137.7 | 5,252.1 |
| BBB Range | 250.0 | 253.5 | 55.5 | 31.2 | 16.6 | 40.0 | 322.1 | 324.7 | 106.4 | 169.4 | 428.5 | 494.1 |
| BB or Lower | 40.7 | 37.2 | 42.5 | 31.2 | 112.8 | 78.7 | 196.0 | 147.1 | 0.5 | 0.5 | 196.5 | 147.6 |
| Unrated | 273.2 | 322.6 | — | — | 5.0 | 5.3 | 278.2 | 327.9 | — | — | 278.2 | 327.9 |
| Total | $644.5 | $693.5 | $1,735.5 | $1,409.8 | $474.0 | $544.6 | $2,854.0 | $2,647.9 | $11,176.3 | $12,153.4 | $14,030.3 | $14,801.3 |
| Counterparty Credit Exposure by Region | ||||||||||||
| Loans and Lending | Securities and Margin<br><br>Finance | OTC Derivatives | Total | Cash and<br><br>Cash Equivalents | Total with Cash and<br><br>Cash Equivalents | |||||||
| At | At | At | At | At | At | |||||||
| $ in millions | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 |
| Asia-Pacific/Latin<br><br>America/Other | $15.8 | $15.8 | $157.5 | $130.4 | $1.3 | $0.2 | $174.6 | $146.4 | $409.6 | $520.3 | $584.2 | $666.7 |
| Europe and the Middle<br><br>East | 0.3 | 0.2 | 612.6 | 523.2 | 57.3 | 88.7 | 670.2 | 612.1 | 74.1 | 70.8 | 744.3 | 682.9 |
| North America | 628.4 | 677.5 | 965.4 | 756.2 | 415.4 | 455.7 | 2,009.2 | 1,889.4 | 10,692.6 | 11,562.3 | 12,701.8 | 13,451.7 |
| Total | $644.5 | $693.5 | $1,735.5 | $1,409.8 | $474.0 | $544.6 | $2,854.0 | $2,647.9 | $11,176.3 | $12,153.4 | $14,030.3 | $14,801.3 |
| Counterparty Credit Exposure by Industry | ||||||||||||
| Loans and Lending | Securities and Margin<br><br>Finance | OTC Derivatives | Total | Cash and<br><br>Cash Equivalents | Total with Cash and<br><br>Cash Equivalents | |||||||
| At | At | At | At | At | At | |||||||
| $ in millions | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 | February<br><br>28,<br><br>2025 | November<br><br>30,<br><br>2024 |
| Asset Managers | $10.0 | $6.4 | $0.8 | $0.8 | $— | $— | $10.8 | $7.2 | $7,517.2 | $8,227.9 | $7,528.0 | $8,235.1 |
| Banks, Broker-Dealers | 250.5 | 253.7 | 1,031.4 | 849.0 | 366.4 | 466.6 | 1,648.3 | 1,569.3 | 3,659.1 | 3,925.5 | 5,307.4 | 5,494.8 |
| Corporates | 171.5 | 187.1 | — | — | 101.6 | 69.5 | 273.1 | 256.6 | — | — | 273.1 | 256.6 |
| As Agent Banks | — | — | 584.5 | 474.8 | — | — | 584.5 | 474.8 | — | — | 584.5 | 474.8 |
| Other | 212.5 | 246.3 | 118.8 | 85.2 | 6.0 | 8.5 | 337.3 | 340.0 | — | — | 337.3 | 340.0 |
| Total | $644.5 | $693.5 | $1,735.5 | $1,409.8 | $474.0 | $544.6 | $2,854.0 | $2,647.9 | $11,176.3 | $12,153.4 | $14,030.3 | $14,801.3 |
| 62 | Jefferies Financial Group Inc. | |||||||||||
| --- | --- |
Country Risk Exposure
Country risk is the risk that events or developments that occur in the general environment of a country or countries due to economic,
political, social, regulatory, legal or other factors, will affect the ability of obligors of the country to honor their obligations. We define the
country of risk as the country of jurisdiction or domicile of the obligor and monitor country risk resulting from both trading positions and
counterparty exposure, which may not include the offsetting benefit of any financial instruments utilized to manage market risk. The
following tables reflect our top exposures at February 28, 2025 and November 30, 2024 to the sovereign governments, corporations and
financial institutions in those non- U.S. countries in which we have net long issuer and counterparty exposure:
| February 28, 2025 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issuer Risk | Counterparty Risk | Issuer and Counterparty Risk | ||||||||||||||||||
| $ in millions | Fair Value of<br><br>Long Debt<br><br>Securities | Fair Value of<br><br>Short Debt<br><br>Securities | Net Derivative<br><br>Notional<br><br>Exposure | Loans and<br><br>Lending | Securities and<br><br>Margin<br><br>Finance | OTC<br><br>Derivatives | Cash and<br><br>Cash<br><br>Equivalents | Excluding<br><br>Cash and<br><br>Cash<br><br>Equivalents | Including<br><br>Cash and<br><br>Cash<br><br>Equivalents | |||||||||||
| United Kingdom | $1,799.1 | $(905.7) | $(499.7) | $0.3 | $100.3 | $50.6 | $45.4 | $544.9 | $590.3 | |||||||||||
| Canada | 333.3 | (267.7) | 48.7 | 0.1 | 55.9 | 293.8 | 52.4 | 464.1 | 516.5 | |||||||||||
| Germany | 971.4 | (1,466.8) | 726.6 | — | 106.2 | 1.4 | 22.6 | 338.8 | 361.4 | |||||||||||
| France | 794.5 | (683.5) | (19.3) | — | 226.3 | 0.1 | — | 318.1 | 318.1 | |||||||||||
| Hong Kong | 87.0 | (49.9) | (3.0) | — | 4.7 | 0.2 | 188.8 | 39.0 | 227.8 | |||||||||||
| Japan | 1,917.5 | (1,823.4) | (14.2) | — | 86.7 | — | 25.3 | 166.6 | 191.9 | |||||||||||
| Spain | 623.5 | (428.7) | (118.0) | — | 60.5 | 0.5 | 0.5 | 137.8 | 138.3 | |||||||||||
| Italy | 882.9 | (926.4) | 172.3 | — | 5.2 | 1.7 | 0.2 | 135.7 | 135.9 | |||||||||||
| India | 26.0 | (29.7) | (0.9) | — | — | — | 137.8 | (4.6) | 133.2 | |||||||||||
| Netherlands | 632.7 | (596.1) | 81.3 | — | 9.5 | 0.1 | 0.8 | 127.5 | 128.3 | |||||||||||
| Total | $8,067.9 | $(7,177.9) | $373.8 | $0.4 | $655.3 | $348.4 | $473.8 | $2,267.9 | $2,741.7 | November 30, 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Issuer Risk | Counterparty Risk | Issuer and Counterparty Risk | ||||||||||||||||||
| $ in millions | Fair Value of<br><br>Long Debt<br><br>Securities | Fair Value of<br><br>Short Debt<br><br>Securities | Net Derivative<br><br>Notional<br><br>Exposure | Loans and<br><br>Lending | Securities and<br><br>Margin<br><br>Finance | OTC<br><br>Derivatives | Cash and<br><br>Cash<br><br>Equivalents | Excluding<br><br>Cash and<br><br>Cash<br><br>Equivalents | Including<br><br>Cash and<br><br>Cash<br><br>Equivalents | |||||||||||
| Canada | $259.2 | $(280.1) | $109.7 | $— | $46.6 | $360.1 | $59.3 | $495.5 | $554.8 | |||||||||||
| United Kingdom | 1,332.5 | (680.8) | (364.3) | 0.1 | 95.8 | 76.5 | 37.9 | 459.8 | 497.7 | |||||||||||
| France | 592.2 | (495.0) | 7.7 | 0.1 | 184.9 | 1.6 | — | 291.5 | 291.5 | |||||||||||
| Hong Kong | 73.5 | (36.5) | (6.0) | — | 2.4 | — | 250.0 | 33.4 | 283.4 | |||||||||||
| Spain | 403.1 | (263.6) | (6.0) | — | 63.1 | 1.2 | 0.5 | 197.8 | 198.3 | |||||||||||
| Netherlands | 484.1 | (450.4) | 125.4 | — | 5.7 | 1.7 | 0.1 | 166.5 | 166.6 | |||||||||||
| Japan | 2,146.0 | (2,093.5) | 0.4 | — | 63.2 | — | 37.4 | 116.1 | 153.5 | |||||||||||
| Australia | 523.8 | (426.8) | (16.8) | — | 26.5 | — | 44.6 | 106.7 | 151.3 | |||||||||||
| India | 27.4 | (29.7) | — | — | — | — | 142.9 | (2.3) | 140.6 | |||||||||||
| Italy | 1,070.9 | (569.3) | (402.9) | — | 0.4 | — | 1.1 | 99.1 | 100.2 | |||||||||||
| Total | $6,912.7 | $(5,325.7) | $(552.8) | $0.2 | $488.6 | $441.1 | $573.8 | $1,964.1 | $2,537.9 |
Operational Risk
Operational risk is the risk of financial or non-financial impact,
resulting from inadequate or failed internal processes, people
and systems or from external events. We interpret this definition
as including not only financial loss or gain but also other negative
impacts to our objectives such as reputational impact, legal/
regulatory impact and impact on our clients. Third-party risk is
also included as a subset of operational risk and is defined as the
potential threat presented to us, our employees or clients from
our supply chain and other third parties used to perform a
process, service or activity on our behalf.
Our Operational Risk framework includes governance as well as
operational risk processes, comprises operational risk event
capture and analysis, risk and control self-assessments,
operational risk key indicators, action tracking, risk monitoring
and reporting, deep dive risk assessments, new business
approvals and vendor risk management. Each revenue producing
and support department is responsible for the management and
reporting of operational risks and the implementation of the
Operational Risk Management Policy and processes within the
department with regular operational risk training provided to our
employees.
Operational risk events are mapped to risk categories used for
the consistent classification of risk data to support root cause
and trend analysis, which includes:
•Fraud and Theft
•Clients and Business Practices
•Market Conduct / Regulatory Compliance
•Business Disruption
•Technology
•Data Protection and Privacy
•Trading
•Transaction and Process Management
•People
•Cybersecurity
•Vendor Risk
Our Operational Risk Management Policy and operational risk
management framework, infrastructure, methodology, processes,
guidance and oversight of the operational risk processes are
centralized and consistent firmwide and, additionally, subject to
regional and legal entity operational risk governance, as required.
| February 2025 Form 10-Q | 63 |
|---|
We also maintain a Third-Party (“Vendor”) Risk Management
Policy and Framework to ensure adequate control and monitoring
over our critical third parties, which includes processes for
conducting periodic reviews covering areas of risk including
financial health, information security, privacy, business continuity
management, disaster recovery and operational risk of our
vendors.
Model Risk
Model risk refers to the risk of loss resulting from decisions that
are based on the output of models, due to errors or weaknesses
in the design and development, implementation or improper use
of models. We use quantitative models primarily to value certain
financial assets and liabilities and to monitor and manage our
risk. Model risk is a function of the model materiality, frequency
of use, complexity and uncertainty around inputs and
assumptions used in a given model. Robust model risk
management is a core part of our risk management approach
and is overseen through our risk governance structure and risk
management controls.
Legal and Compliance Risk
Legal and compliance risk includes the risk of noncompliance
with applicable legal and regulatory requirements. We are subject
to extensive regulation in the different jurisdictions in which we
conduct our business. We have various procedures addressing
issues such as regulatory capital requirements, sales and trading
practices, use of and safekeeping of customer funds, credit
granting, collection activities, anti-money laundering and record
keeping. These risks also reflect the potential impact that
changes in local and international laws and tax statutes have on
the economics and viability of current or future transactions. In
an effort to mitigate these risks, we continuously review new and
pending regulations and legislation and participate in various
industry interest groups. We also maintain an anonymous hotline
for employees or others to report suspected inappropriate
actions by us or by our employees or agents.
New Business Risk
New business risk refers to the risks of entering into a new line of
business or offering a new product. By entering a new line of
business or offering a new product, we may face risks that we are
unaccustomed to dealing with and may increase the magnitude
of the risks we currently face. The New Business Committee
reviews proposals for new businesses and new products to
determine if we are prepared to handle the additional or
increased risks associated with entering into such activities.
Reputational Risk
We recognize that maintaining our reputation among clients,
investors, regulators and the general public is an important
aspect of minimizing legal and operational risks. Maintaining our
reputation depends on a large number of factors, including the
selection of our clients and the conduct of our business
activities. We seek to maintain our reputation by screening
potential clients and by conducting our business activities in
accordance with high ethical standards. Our reputation and
business activity can be affected by statements and actions of
third parties, even false or misleading statements by them. We
actively monitor public comment concerning us and are vigilant
in seeking to assure accurate information and perception
prevails.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
Quantitative and qualitative disclosures about market risk are set
forth under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations —Risk Management” in
Part I, Item 2 of this Form 10-Q.
Item 4. Controls and Procedures
Our Management, under the direction of our Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures as of February 28, 2025.
Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and
procedures as of February 28, 2025 are functioning effectively to
provide reasonable assurance that the information required to be
disclosed by us in reports filed under the Securities Exchange Act
of 1934 is (i) recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms and
(ii) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding disclosure. A
controls system cannot provide absolute assurance that the
objectives of the controls system are met, and no evaluation of
controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been
detected.
No change in our internal control over financial reporting
occurred during the quarter ended February 28, 2025 that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
| 64 | Jefferies Financial Group Inc. |
|---|
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Many aspects of our business involve substantial risks of legal
and regulatory liability. In the normal course of business, we have
been named as defendants or co-defendants in lawsuits involving
primarily claims for damages. We are also involved in a number
of judicial and regulatory matters, including exams, investigations
and similar reviews, arising out of the conduct of our business.
Based on currently available information, we do not believe that
any matter will have a material adverse effect on our
consolidated financial statements.
In July 2024, we commenced litigation against the former
portfolio manager of 3ǀ5ǀ2 Capital ABS Master Fund LP (the
“Fund”) and a variety of individuals and entities (collectively, the
“defendants”), alleging that the defendants engaged in a
longstanding Ponzi scheme resulting in the misappropriation of
approximately $106 million from investors in the Fund and in
certain related accounts, including a separately managed
account held by the Company. To date, the Company has
recognized a loss of $17.2 million. We anticipate that this
litigation, which will not be resolved in the near term, will result in
the recovery of some or all of our losses but cannot, with any
reliable accuracy, estimate how much we will be able to recover,
or the outcome of this litigation, which may lead to additional
proceedings.
Item 1A. Risk Factors
Information regarding our risk factors appears in Item 1A. of our
Annual Report on Form 10-K for the year ended November 30,
- These risk factors describe some of the assumptions,
risks, uncertainties and other factors that could adversely affect
our business or that could otherwise result in changes that differ
materially from our expectations.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
(a) We did not have any unregistered sales of equity securities
during the three months ended February 28, 2025.
(c) Issuer Purchases of Equity Securities.
Purchases of our common shares during the three months ended
February 28, 2025:
| $ in thousands, except share<br><br>and per share amounts | (a) Total<br><br>Number of<br><br>Shares<br><br>Purchased<br><br>(1) | (b) Average<br><br>Price Paid<br><br>per Share | (c) Total<br><br>Number of<br><br>Shares<br><br>Purchased as<br><br>Part of<br><br>Publicly<br><br>Announced<br><br>Plans<br><br>or Programs | (d)<br><br>Approximate<br><br>Dollar Value<br><br>of Shares<br><br>that May Yet<br><br>Be<br><br>Purchased<br><br>Under the<br><br>Plans or<br><br>Programs |
|---|---|---|---|---|
| December 1, 2024 to<br><br>December 31, 2024 ................. | 646,764 | $81.22 | — | $250,000 |
| January 1, 2025 to<br><br>January 31, 2025 ..................... | 7,645 | $74.60 | — | $250,000 |
| February 1, 2025 to<br><br>February 28, 2025 .................... | 41,798 | $76.98 | — | $250,000 |
| Total........................................... | 696,207 | $80.89 | — |
(1)An aggregate 696,207 shares repurchased other than as part of our publicly
announced Board authorized repurchase program. We repurchased securities in
connection with our share compensation plans which allow participants to satisfy
certain tax liabilities arising from the vesting of restricted shares and the distribution
of restricted share units with shares.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended February 28, 2025, no directors or
executive officers entered into, modified or terminated, contracts,
instructions or written plans for the sale or purchase of the
Company’s securities that were intended to satisfy the
affirmative defense conditions of Rule 10b5-1.
Item 6. Exhibits
| Exhibit<br><br>No. | Description |
|---|---|
| 31.1 | Certification of Chief Executive Officer pursuant to Sectionexhibit3112282025.htm<br><br>302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer pursuant to Sectionexhibit3122282025.htm<br><br>302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Chief Executive Officer pursuant to Sectionexhibit3212282025.htm<br><br>906 of the Sarbanes-Oxley Act of 2002. ** |
| 32.2 | Certification of Chief Financial Officer pursuant to Sectionexhibit3222282025.htm<br><br>906 of the Sarbanes-Oxley Act of 2002. ** |
| 101 | Interactive Data Files pursuant to Rule 405 of Regulation S-T,<br><br>formatted in Inline Extensible Business Reporting Language<br><br>(iXBRL). |
| 104 | Cover page interactive data file pursuant to Rule 406 of<br><br>Regulation S-T, formatted in iXBRL (included in exhibit 101) |
| + | Management/Employment Contract or Compensatory Plan<br><br>or Arrangement. |
| * | Incorporated by reference. |
| ** | Furnished herewith pursuant to item 601(b) (32) of<br><br>Regulation S-K. |
| February 2025 Form 10-Q | 65 |
| --- | --- |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| Jefferies Financial Group Inc. |
|---|
| /s/ MATT LARSON |
| Matt Larson |
| Executive Vice President and Chief Financial Officer |
Dated: April 9, 2025
Document
Exhibit 31.1
CERTIFICATION
I, Richard B. Handler, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Jefferies Financial Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | April 9, 2025 | By: | /s/ Richard B. Handler | |
|---|---|---|---|---|
| Name:<br>Title: | Richard B. Handler<br>Chief Executive Officer |
Document
Exhibit 31.2
CERTIFICATION
I, Matt Larson, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Jefferies Financial Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | April 9, 2025 | By: | /s/ Matt Larson | |
|---|---|---|---|---|
| Name:<br>Title: | Matt Larson<br>Chief Financial Officer |
Document
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard B. Handler, as Chief Executive Officer of Jefferies Financial Group Inc. (the "Company"), certify, as of the date hereof and solely for purposes of and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)The Quarterly Report on Form 10-Q for the period ending February 28, 2025 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | April 9, 2025 | By: | /s/ Richard B. Handler | |
|---|---|---|---|---|
| Name:<br>Title: | Richard B. Handler<br>Chief Executive Officer |
Document
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Matt Larson, as Chief Financial Officer of Jefferies Financial Group Inc. (the "Company"), certify, as of the date hereof and solely for purposes of and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)The Quarterly Report on Form 10-Q for the period ending February 28, 2025 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | April 9, 2025 | By: | /s/ Matt Larson | |
|---|---|---|---|---|
| Name:<br>Title: | Matt Larson<br>Chief Financial Officer |