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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2024

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 1-5721

Jefferies Financial Group Inc.

(Exact name of registrant as specified in its charter)

	New York				13-2615557
	(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
	520 Madison Avenue,	New York,	New York		10022
	(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 284-2300

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

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

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, a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that

prepared or issued its audit report.      ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements.      ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation

received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).      ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at May 31, 2024 (computed by reference to the last

reported closing sale price of the Common Shares on the New York Stock Exchange on such date): $8,458,821,477.

On January 17, 2025, the registrant had outstanding 206,094,699 Common Shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Certain portions of the registrant's Definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the

2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

Jefferies Financial Group, Inc.

Index to Annual Report on Form 10-K

November 30, 2024

PART I.	Page
Item 1. Business ............................................................................................................................................................................................................................	1
Item 1A. Risk Factors ...................................................................................................................................................................................................................	7
Item 1B. Unresolved Staff Comments .......................................................................................................................................................................................	14
Item 1C. Cybersecurity .................................................................................................................................................................................................................	14
Item 2. Properties ..........................................................................................................................................................................................................................	15
Item 3. Legal Proceedings ...........................................................................................................................................................................................................	15
Item 4. Mine Safety Disclosures .................................................................................................................................................................................................	15
PART II. FINANCIAL INFORMATION
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Equity Securities .........................................	15
Item 6. [Reserved] .........................................................................................................................................................................................................................	16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................................................................	16
Consolidated Results of Operations ..................................................................................................................................................................................	17
Executive Summary ...........................................................................................................................................................................................................	17
Revenues by Source ..........................................................................................................................................................................................................	18
Non-interest Expenses ......................................................................................................................................................................................................	21
Accounting Developments ..................................................................................................................................................................................................	22
Critical Accounting Estimates .............................................................................................................................................................................................	22
Liquidity, Financial Condition and Capital Resources .....................................................................................................................................................	25
Risk Management .................................................................................................................................................................................................................	31
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................................................................................................................................	39
Item 8. Financial Statements and Supplementary Data .........................................................................................................................................................	40
Index to Consolidated Financial Statements ....................................................................................................................................................................	40
Management’s Report on Internal Control Over Financial Reporting ............................................................................................................................	41
Reports of Independent Registered Public Accounting Firm ........................................................................................................................................	42
Consolidated Statements of Financial Condition ............................................................................................................................................................	45
Consolidated Statements of Earnings ...............................................................................................................................................................................	46
Consolidated Statements of Comprehensive Income ....................................................................................................................................................	47
Consolidated Statements of Changes in Equity ...............................................................................................................................................................	48
Consolidated Statements of Cash Flows ..........................................................................................................................................................................	49
Notes to Consolidated Financial Statements ...................................................................................................................................................................	51
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................................................................	105
Item 9A. Controls and Procedures .............................................................................................................................................................................................	105
Item 9B. Other Information ..........................................................................................................................................................................................................	105
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. ..............................................................................................................	105
PART III. OTHER INFORMATION
Item 10. Directors, Executive Officers and Corporate Governance ......................................................................................................................................	105
Item 11. Executive Compensation ..............................................................................................................................................................................................	105
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .......................................................	105
Item 13. Certain Relationships and Related Transactions, and Director Independence ..................................................................................................	105
Item 14. Principal Accountant Fees and Services ...................................................................................................................................................................	105
PART IV. EXHIBITS AND SIGNATURES
Item 15. Exhibits and Financial Statement Schedules ............................................................................................................................................................	105
Item 16. Form 10-K Summary .....................................................................................................................................................................................................	106
Signatures .......................................................................................................................................................................................................................................	107

1		Jefferies Financial Group Inc.

PART I

Item 1. Business

Introduction

Jefferies Financial Group Inc. (“Jefferies,” “we,” “us” or “our”) is a

U.S.-headquartered global full-service investment banking and

capital markets firm. Our largest subsidiary, Jefferies LLC, a U.S.

broker-dealer, was founded in the U.S. in 1962 and our first

international operating subsidiary, Jefferies International Limited,

a U.K. broker-dealer, was established in the U.K. in 1986. Our

strategy focuses on driving momentum in our full-service

investment banking business, bringing value to clients and

executing in our capital markets sales and trading businesses

and growing our Leucadia Asset Management alternative asset

management platform. We are always client focused first and

committed to integration and collaboration across our

businesses.

Our global headquarters and executive offices are located at 520

Madison Avenue, New York, New York 10022. We also have

regional headquarters in London and Hong Kong. Our primary

telephone number is 212-284-2300 and our Internet address is

jefferies.com where we make available, free of charge, our annual

reports on Form 10-K, quarterly reports on Form 10-Q and current

reports on Form 8-K and amendments to those reports filed or

furnished pursuant to Section 13(a) or 15(d) of the Securities

Exchange Act of 1934, as well as proxy statements, as soon as

reasonably practicable after we electronically file with the U.S.

Securities and Exchange Commission (“SEC”) and can also be

viewed at sec.gov.

The following documents and reports are also available on our

public website:

•Audit Committee Charter

•Code of Business Practice

•Compensation Committee Charter

•Corporate Governance Guidelines

•Corporate Social Responsibility Principles

•Reportable waivers, if any, from our Code of Business Practice

by our executive officers

•ESG, Diversity, Equity and Inclusion Committee Charter

•Health and Safety Policy

•Human Rights Statement

•Nominating and Corporate Governance Committee Charter

•Risk and Liquidity Oversight Committee Charter

•Supplier Code of Conduct

•Sustainable Investment Statement

•Whistle Blower Policy

We may use our website to disclose public information. We

encourage you to visit our website for additional information. In

addition, you may also obtain a printed copy of any of the above

documents or reports by sending a request to Investor Relations,

Jefferies Financial Group Inc., 520 Madison Avenue, New York,

NY 10022, by calling 212-284-2300 or by sending an email to

info@jefferies.com.

Business Segments

We report our activities in two business segments: (1) Investment

Banking and Capital Markets and (2) Asset Management.

•Investment Banking and Capital Markets provides investment

banking, capital markets and other related services to our

clients. We provide underwriting and financial advisory

services across a range of industry sectors in the Americas;

Europe and the Middle East; and Asia-Pacific. Our capital

markets businesses operate across the spectrum of equities

and fixed income products. Related services include prime

brokerage, equity finance, and research and strategy.

Investment Banking and Capital Markets also includes our

corporate lending joint venture (“JFIN Parent LLC” or “Jefferies

Finance”) and our commercial real estate finance joint venture

(“Berkadia Commercial Holding LLC” or “Berkadia”).

•Asset Management provides alternative investment

management services to investors globally. Through our asset

management efforts, we often seed or provide additional

strategic capital in the strategies offered by affiliated asset

managers in addition to investing for our own account. Our

Asset Management business also holds investments in public

securities and private companies, along with investments in

several consolidated subsidiaries whose operations consist of,

among other businesses, real estate development, online

foreign exchange trading and telecommunications. These

investments and holdings include the remainder of our legacy

merchant banking portfolio as well as other investments.

Our Businesses

Investment Banking and Capital Markets

Jefferies is one of the world’s leading full-service investment

banking and capital markets firms. Our Investment Banking and

Capital Markets segment focuses on Investment Banking,

Equities and Fixed Income. We primarily serve public companies,

private companies, and their sponsors and owners, institutional

investors and government entities. Our services are enhanced by

our relentless client focus, our differentiated insights and a flat

and nimble operating structure.

Investment Banking

We provide our clients around the world with a full range of

financial advisory, equity underwriting and debt underwriting

services. Our investment banking professionals operate in the

Americas, Europe and the Middle East and Asia-Pacific, and are

organized into industry, product and geographic coverage

groups. Our industry coverage groups include: Consumer; Energy

and Power; Financial Institutions; Financial Sponsors; Healthcare;

Industrials; Municipal Finance; Real Estate, Gaming and Lodging;

and Technology, Media and Telecom. Our product groups include

advisory (which includes mergers and acquisitions, sponsor

coverage, private capital and restructuring and recapitalization

expertise), equity underwriting and debt underwriting. Our teams

are based in major cities in the United States, as well as London,

Hong Kong, Amsterdam, Dubai, Frankfurt, Madrid, Melbourne,

Milan, Mumbai, Paris, São Paulo, Singapore, Stockholm, Sydney,

Tel Aviv, Tokyo, Seoul, Calgary and Toronto. We have continued

to invest in our investment banking business, significantly

expanding our professional talent base again since 2021 and

increasing our presence globally.

November 2024 Form 10-K		2

Advisory Services

We provide mergers and acquisition, debt advisory and

restructuring and private capital advisory services to companies,

financial sponsors and government entities. In the mergers and

acquisitions area, we advise business owners, private equity

firms and public and private corporations on mergers, sales,

acquisitions, divestitures, leveraged buyouts, cross-border

transactions, joint ventures, spin-offs and other corporate

restructurings. In the debt advisory and restructuring area, we

provide companies, bondholders, creditors and lenders a full

range of both in-court and out-of-court advisory capabilities to

help our clients enhance their financial position by obtaining the

best available capital and by executing complex restructuring

transactions. As part of our private capital advisory business, we

advise financial sponsors and their investors on the creation and

structuring of funds and fund offerings and primary and

secondary capital raising. We also advise large institutional

investors on the sale of private equity limited partnership and co-

investment interests.

Equity Underwriting

We provide a broad range of equity financing capabilities and

equity capital solutions to businesses and their owners. These

capabilities include initial public offerings, follow-on offerings,

rights-offerings, at the market offerings, block trades, private

placements and equity-linked products.

Debt Underwriting

We provide a wide range of debt capital raising and acquisition

financing capabilities to businesses, financial sponsors and

government entities. We help clients raise capital, carry out

refinancings, issue bonds, and access alternative and structured

finance solutions that optimize terms and minimize risk. These

offerings include both public and private debt, such as

investment grade debt, high yield bonds, leveraged loans,

municipal debt, emerging market debt, global structured notes,

preferred stock and mortgage-backed and other asset-backed

securities.

Other Investment Banking Activities

Jefferies Finance, our 50/50 joint venture with Massachusetts

Mutual Life Insurance Company, structures, underwrites and

syndicates primarily senior secured loans to corporate borrowers;

and manages proprietary and third-party investments for both

broadly syndicated and direct lending loans. Jefferies Finance

conducts its operations primarily through two business lines,

Leveraged Finance Arrangement and Asset Management. 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. The Asset Management

business of Jefferies Finance, referred to as Jefferies Credit

Partners, is a multi-strategy credit platform that manages

proprietary and third-party capital invested across commingled

funds, funds-of-one, separately managed accounts, business

development companies, collateralized loan obligations 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 Jefferies. Jefferies

Finance and its subsidiaries that are involved in investment

management are registered investment advisers with the SEC.

Berkadia Commercial Mortgage Holding LLC is our commercial

real estate finance and investment sales joint venture with

Berkshire Hathaway, Inc. Berkadia originates commercial and

multifamily real estate loans that are sold to U.S. government

agencies or other investors with Berkadia retaining the mortgage

servicing rights. In addition, Berkadia originates loans for its own

balance sheet. These loans provide interim financing to

borrowers who intend to refinance the loan with longer-term

loans from an eligible government agency or other third-party.

Berkadia is also 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. In addition, Berkadia provides brokerage services,

asset review, market research, financial analysis and due

diligence support for multifamily real estate projects.

Strategic Alliance with SMBC Group

In July 2021, we entered into a strategic alliance with Sumitomo

Mitsui Financial Group, Inc. (“SMFG”), 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, with an initial focus

on leveraged finance and cross-border mergers and acquisitions

involving Japanese companies.

In April 2023, we agreed with SMBC a significant expansion of

this alliance. This relationship provides us with enhanced client

capabilities and supports the continued growth of our global

investment banking and capital markets business. Under our

alliance, we, among other things, coordinate efforts in leveraged

finance to expand and scale existing offerings, seek cross-border

mergers and acquisition advisory opportunities involving

Japanese companies, and jointly pursue investment banking,

capital markets and financing opportunities by leveraging our

shared strengths and relationships. Additionally, as of the third

quarter of 2024, the CEO of SMFG serves on our Board of

Directors. At November 30, 2024, SMBC owns 15.8% of our

common stock on an as-converted basis and 14.5% on a fully-

diluted, as-converted, basis.

Equities

Equities Research, Capital Markets

We provide our clients leading advisory, differentiated distribution

and solution-based execution capabilities through equities

research and sales and trading across global equities markets.

These services are delivered with key capabilities in cash

equities, electronic trading, equity derivatives, convertibles,

corporate access and prime services. We deliver high touch

services and act as agent, principal or market maker to provide

clients with execution quality in varying liquidity situations—

providing clients with bespoke insights and execution informed

by our sector expertise. Our equities electronic trading business

provides our clients with local expertise and innovative electronic

trading solutions, including customizable algorithms. We bring a

full-service coverage model and customized solutions in equity

derivatives and financing solutions and our convertibles platform

is a market leading franchise.

3		Jefferies Financial Group Inc.

Commissions or spread revenue is earned by executing, settling

and clearing transactions for clients across these markets in

equity and equity-related products, including common stock,

American depository receipts, global depository receipts,

exchange-traded funds, exchange-traded and over-the-counter

(“OTC”) equity derivatives, convertible and other equity-linked

products and closed-end funds. Our equity research, sales and

trading efforts are organized across the Americas, Europe and

the Middle East and Asia-Pacific and we continue to strengthen

our global footprint throughout these regions. Our clients are

primarily institutional market participants such as mutual funds,

hedge funds, investment advisors, pension and profit sharing

plans, and insurance companies. Through our global research

team and sales force, we maintain relationships with our clients,

distribute investment research and insights, trading ideas, market

information and analyses across a range of industries and

receive and execute client orders.

Prime Services

Our Prime Services business provides a full-service offering that

includes financing, business consulting and capital introduction

services, a robust technology platform, outsourced trading

solutions for both start-up and existing managers, strategic

content and thought leadership. Our prime brokerage services in

the U.S. provide hedge funds, money managers and registered

investment advisors with execution, financing, clearing, financing,

swaps, outsourced trading and reporting and administrative

services. Our platform is fully self-clearing and provides global

access to markets across the world. We finance our clients’

securities positions through margin loans that are collateralized

by securities, cash or other acceptable liquid collateral. We earn

an interest spread equal to the difference between the amount

we pay for funds and the amount we receive from our clients. We

also operate a matched book in equity and corporate bond

securities, whereby we borrow and lend securities versus cash or

liquid collateral and earn a net interest spread.

Wealth Management

We provide tailored wealth management services designed to

meet the needs of high net worth individuals, their families and

their businesses, private equity and venture funds and small

institutions.

Fixed Income

Jefferies’ facilitates client activity by making markets in a wide

range of fixed income securities, loans and derivative

instruments to a large and diversified group of clients including

financial institutions and corporates.  We offer clients real-time

actionable insights and differentiated high and low touch

execution as well as a range of financing solutions tailored to our

clients’ needs.

Our global capabilities across sales, trading and capital markets

cover credit products including loans, high yield and distressed

debt securities, investment grade securities, municipal securities,

structured finance transactions and trade and litigation claims.

Our emerging markets sales and trading team actively

participates in sovereign and corporate fixed income markets in

Latin America, Eastern Europe, the Middle East, Africa and Asia.

Our global structured solutions business provides customized

products in interest rates and foreign exchange to investors as

well as providing interest rate and foreign currency hedging

solutions to corporates. Our securitized markets group trades,

structures and provides warehousing solutions for collateralized

loan obligations (CLOs) and asset-backed securities covering

prime and non-conforming residential mortgage-backed

securities, U.S. agency residential mortgage-backed securities

and consumer as well as other non-traditional collateral.

Our interest rate product capabilities cover government bonds,

other government-backed securities and cleared interest rate

swaps. Jefferies is designated as a Primary Dealer for U.S.

government securities and is designated in similar capacities for

several European countries. Additionally, through the use of

repurchase agreements, we act as an intermediary between

borrowers and lenders of short-term funds and obtain funding for

various of our inventory positions. Our strategists and

economists provide ongoing commentary and analysis of the

global fixed income markets and provide ideas and analysis to

clients across our breadth of fixed income products.

Alternative Asset Management

Under the Leucadia Asset Management (“LAM”) umbrella, we

manage and provide services to a diverse group of alternative

asset management platforms across a spectrum of investment

strategies and asset classes. LAM offers institutional clients an

innovative range of investment strategies through its directly

owned and affiliated managers and offers investors opportunities

to invest alongside us. Our products are currently offered to

pension funds, insurance companies, sovereign wealth funds,

and other institutional investors globally. The investment

products under LAM range from multi-manager products to niche

equity long/short strategies to credit strategies, among other

strategies. We offer our affiliated asset managers access to

stable long-term capital, robust operational infrastructure and

global marketing and distribution. We often invest seed or

additional strategic capital for our own account in the strategies

offered by us and associated third-party asset managers in which

we have an interest. We continue to expand our asset

management efforts and establish further strategic relationships

to expand our offerings.

Other Investments

Our legacy merchant banking portfolio, managed by the co-heads

of Asset Management, includes Stratos Group International, LLC

(“Stratos”) (formerly FXCM Group, LLC, or “FXCM”), provider of

online foreign exchange trading services; Tessellis S.p.A.

(“Tessellis”), a telecommunications company publicly listed on

the Italian stock exchange; HomeFed LLC (“HomeFed”), (real

estate); investments in certain public equity securities; and other

investments in private companies and asset management funds.

Human Capital

Our people make up the fabric of our firm, which is comprised of

diverse and innovative teams. We are focused on the durability,

health and long-term growth and development of our business,

as well as our long-term contribution to our shareholders, clients,

employees, communities in which we live and work, and society

as a whole. Instrumental to all of this is our culture.

We have employees located throughout the world. As of

November 30, 2024, we had 7,822 employees globally across all

of our consolidated subsidiaries within our Investment Banking

and Capital Markets and Asset Management reportable

segments. Our workforce is distributed across our regions of the

Americas with 49.3%, Europe and the Middle East with 38.1%, and

Asia-Pacific with 12.6%. We employ 5,759 within our Investment

Banking advisory and underwriting businesses, Fixed Income and

Equities capital markets businesses, and alternative asset

management business. In addition, 2,063 individuals are

employees of our Stratos, Tessellis, HomeFed and M Science

subsidiaries.

November 2024 Form 10-K		4

During 2024, we have increased the number of our Investment

Banking Managing Directors and related staff, along with

additional technology and corporate staff to support our growth

and strategic priorities. We also expanded our global footprint by

hiring professionals into new locations, including Seoul and

Calgary.

Talent and Recruiting

In order to compete effectively and continue to provide best-in-

class service to our clients, we must attract and retain highly

talented professionals. Our core workforce is predominately

composed of employees in roles within investment banking,

sales, trading, research and other revenue producing and support

personnel for those businesses. During 2024, we hired 1,221 full-

time employees, with 784 in the Americas, 276 in Europe and the

Middle East and 161 in Asia-Pacific. Of the hires, 845 were made

laterally while 376 were hired directly from our campus recruiting

efforts. While our hiring of talent was largely in Investment

Banking, there has also been meaningful additional investment in

Equities, Fixed Income, Research, Alternative Asset Management

and our support areas. We believe our culture, our effort to

maintain a meritocracy in terms of opportunity and

compensation and our continued evolution and growth contribute

to our success in attracting and retaining strong talent.

We are focused on broadening the pipeline from which we recruit

and hire diverse talent through both campus and lateral hiring

initiatives. For campus recruiting, we have partnered with several

organizations globally to broaden our pipeline of candidates. We

host insight days and symposiums that describe Jefferies to

candidates that come from a diverse range of backgrounds and

experiences. In 2024, we welcomed 345 summer interns globally

from approximately 140 different colleges, universities and

business schools. We also hire off-cycle interns throughout the

year in Europe and the Middle East and Asia-Pacific. Our Global

Recruiting Policy, rolled out in 2024, requires a diverse slate of

candidates for all roles. Interviewing guides, training and other

resources are provided to hiring managers to support inclusive

hiring.

We have several recruitment programs aimed at diversifying the

pipeline of our campus and experienced hires. Through our

Jefferies Black & Latino Network (“J-NOBLE”) Fellowship

Program, we provide mentorship, internships and ongoing

development to students from diverse backgrounds and

experiences who aspire to pursue investment banking careers.

Since the program launched in 2019, 50 fellows have participated

in the program. Our MBA Fellowship Program, launched in 2023,

supports summer associates based on their outstanding

achievements and financial need. The MBA fellows in Investment

Banking are paired with a mentor at the Managing Director level

and provided developmental support. Our Equity Research Career

Switch Program is aimed at recruiting diverse individuals who are

interested in changing careers into equity research.

We value continued training and development for all employees.

We seek to equip our people at all stages in their careers with the

tools necessary to become thoughtful and effective leaders. We

offer customized, year-long training curriculums across all

divisions and title levels globally, focused on enhancing skillsets,

professional development and management best practices. Our

programs comprise both internal leaders and best-in-class

external experts facilitating our trainings. We also offer

mentoring initiatives, including our firmwide Cross-Divisional

Mentoring Program, Career Advisory Program, New Hire Buddy

Program, and Managing Director Mentoring. Additional

development programs include our two Women in Leadership

Programs, which provide learning and networking opportunities

to position our female leaders for success. Our Thrive as a

Leader leadership development program, sponsored by J-NOBLE,

Jefferies Ethnic Minority Society (JEMS), and JASIA (Jefferies

Asian Heritage) is aimed at providing professional development

and career advancement training to diverse participants at the

Vice President and Senior Vice President levels. To supplement

our in-person learning model, we also offer on-demand training to

all of our employees via a digital learning platform.

Wellness

In addition to training and development programs, we continue to

be focused on the mental and physical well-being of our

employees. We host global wellness webinars led by mental

health experts, provide confidential 1:1 wellness and nutritional

counseling, host monthly group fitness classes and offer a

variety of tailored wellness content for “Mental Health Awareness

Month” in May and “World Mental Health Day” in October. The

events for these two initiatives include training sessions with

world-class psychologists on managing stress and well-being,

supporting the mental health of friends, family and colleagues,

emotional regulation and physical fitness initiatives. In November

2024, we hosted our inaugural ‘wellness week’ throughout Asia-

Pacific comprised of mental and physical health initiatives.

Diversity, Equity, and Inclusion

The foundation of our culture is our approach to employee

engagement, diversity, equity, and inclusion (“DEI”), which is

summed up in our Corporate Social Responsibility Principle:

Respect People. We embrace diversity, which we believe fosters

creativity, innovation and thought leadership through the infusion

of new ideas and perspectives. We have implemented a number

of policies and measures focused on non-discrimination, sexual

harassment prevention, health and safety and training and

education. We have strong internal partnerships engaging eight

global Employee Resource Groups that support a diverse,

inclusive workplace. Our Diversity Council, co-sponsored by Rich

Handler, our CEO, and Brian Friedman, our President, gives our

Employee Resource Groups a platform to come together and

discuss best practices, as well as collaborate on firmwide

diversity initiatives. Our DEI function has grown since our launch

in 2019 to include six full-time employees located in New York,

London and Hong Kong.

We have also made a commitment to building a culture that

provides opportunities for all employees regardless of our

differences. As a result, we are able to pool our collective insights

and intelligence to provide fresh and innovative thinking for our

clients. Our DEI strategy focuses on fostering inclusive

leadership, building diverse and inclusive teams, developing our

leaders, fostering community and belonging and client and

community engagement. Inclusive Leadership training is

extended to all employees and all new hires are required to

participate in the training. We are focused on improving the

collection and transparency of diversity metrics and the

information flow to senior leadership and utilize an annual

employee engagement survey, which enables employees to

provide feedback on an anonymous basis. Our 2024 participation

rate was 79% globally. Our annual Self-ID campaign also aims to

increase the collection of demographic data internally.

Our Board has an ESG, Diversity, Equity and Inclusion (“ESG/DEI”)

Committee, which, among other things, oversees the

sustainability matters arising from our business and includes

oversight over diversity and inclusion. The ESG/DEI Committee

demonstrates our and the Board’s ongoing commitment of

driving and fostering diversity in the workforce and in the

communities in which we operate. In partnership with the ESG/

5		Jefferies Financial Group Inc.

DEI Committee, we participated in a rigorous study to track

progress against our peers in representation data, initiatives, and

programs. Jefferies’ data representation is generally in line with

our peers.

We encourage you to review our Sustainability Report (located on

our website) for more detailed information regarding our human

capital programs and initiatives. Nothing on our website,

including the Sustainability Report or sections thereof, is deemed

incorporated by reference into this Report. In addition, for

discussion of the risks relating to our ability to attract, develop

and retain highly skilled and productive employees, refer to “Part

1. Item 1A. Risk Factors.”

Employee Benefits

Our benefits are designed to attract, support and retain

employees by providing employees and their spouses, partners

and families with health and wellness programs (medical, dental,

vision and behavioral), retirement wealth accumulation, paid time

off, income replacement (paid sick and disability leaves and life

insurance) and family-oriented benefits (parental leaves and child

care assistance). We also provide all our employees with benefits

to support inclusive fertility health and family-forming benefits.

We have continued to broaden our inclusive benefits offering by

adding menopause support as well. This year, we expanded our

primary caregiver leave time in the United States and provided

coaching to individuals going out and returning from primary

caregiver leave globally. We also endeavor to provide location

specific health club, transportation and employee discounts.

Giving Back to Community

The firm is committed to giving back to our communities. In

2024, we donated $3.8 million to over 200 organizations across a

number of Jefferies-supported charitable initiatives. Additionally,

through our Employee Resource Groups, employees have created

lasting partnerships by volunteering time to support several of

these charitable partners.

Competition

All aspects of our business are intensely competitive. We

compete primarily with large global bank holding companies that

engage in investment banking and capital markets activities as

one of their lines of business and that have greater capital and

resources than we do. We also compete against other broker-

dealers, asset managers and boutique firms. We believe the

principal factors driving our competitiveness include our ability to

provide differentiated insights to our clients that lead to better

business outcomes, to attract, retain and develop skilled

professionals and to deliver a competitive breadth of high-quality

service offerings; our vast global footprint; the depth and breadth

of our capabilities in Investment Banking and Capital Markets;

and our ability to maintain a flat, nimble and entrepreneurial

culture built on immediacy and client service.

Regulation

Regulation in the United States. The financial services industry in

which we operate is subject to extensive regulation. As a publicly

traded company and through our investment bank, investment

management and derivative businesses in the U.S., we are

subject to the jurisdiction of the Securities and Exchange

Commission (“SEC”). In the U.S., the SEC is the federal agency

responsible for the administration of federal securities laws, and

the Commodity Futures Trading Commission (“CFTC”) which is

the federal agency responsible for the administration of laws

relating to commodity interests (including futures, commodity

options and swaps). In addition, the Financial Industry Regulatory

Authority, Inc. (“FINRA”) and the National Futures Association

(“NFA”) are self-regulatory organizations (“SROs”) that are

actively involved in the regulation of our financial services

businesses (securities businesses in the case of FINRA and

commodities/futures businesses in the case of the NFA). Broker-

dealers that conduct securities activities involving municipal

securities are also subject to regulation by the Municipal

Securities Rulemaking Board (“MSRB”). In addition to federal

regulation, we are subject to state securities regulations in each

state and U.S. territory in which we conduct securities or

investment advisory activities and to regulation by other SROs

within the U.S. and the securities exchanges and execution

facilities of which we are a member. The SEC, FINRA, CFTC, NFA,

SROs and state securities regulators conduct periodic

examinations of broker-dealers, investment advisors, futures

commission merchants (“FCMs”), swap dealers, security-based

swap dealers (“SBS dealers”) and over the counter derivatives

dealer (“OTCDD”). The designated examining authority under the

U.S. Securities Exchange Act of 1934, as amended (the

“Exchange Act”) for Jefferies LLC’s activities as a broker-dealer is

FINRA, and the designated self-regulatory organization (“DSRO”)

under the U.S. Commodity Exchange Act for Jefferies LLC’s non-

clearing FCM activities is the NFA. As it pertains to Jefferies

Financial Services Inc. (“JFSI”), the designated examining

authority for its activities as an SEC registered SBS dealer and

OTCDD is the SEC, while the DSRO for its activities as a swap

dealer registered with the CFTC is the NFA. Financial services

businesses are also subject to regulation and examination by

state securities regulators and attorneys general in those states

in which they do business. In addition, broker-dealers, investment

advisors, FCMs, swap dealers, SBS dealers and OTCDD must also

comply with the rules and regulation of clearing houses,

exchanges, swap execution facilities and trading platforms of

which they are a member.

Broker-dealers are subject to SEC, FINRA, MSRB, SRO and state

securities regulations that cover all aspects of the securities

business, including sales and trading methods, trade practices

among broker-dealers, use and safekeeping of customers’ funds

and securities, capital structure and requirements, anti-money

laundering efforts, recordkeeping and the conduct of broker-

dealer personnel including officers and employees (although

state securities regulations are, in a number of cases, more

limited). Registered investment advisors are subject to, among

other requirements, SEC regulations concerning marketing,

transactions with affiliates, custody of client assets, disclosures

to clients, conflict of interest, insider trading and recordkeeping;

and investment advisors that are also registered as commodity

trading advisors or commodity pool operators are also subject to

regulation by the CFTC and the NFA. Additional legislation,

changes in rules promulgated by the SEC, FINRA, CFTC, NFA

other SROs of which the broker-dealer is a member, and state

securities regulators, or changes in the interpretation or

enforcement of existing laws or rules may directly affect the

operations and profitability of broker-dealers, investment

advisors, FCMs, commodity trading advisors, commodity pool

operators, swap dealers and SBS dealers. The SEC, CFTC, FINRA,

NFA, state securities regulators and state attorneys general may

conduct administrative proceedings or initiate civil litigation that

can result in adverse consequences for Jefferies LLC, JFSI, and

its affiliated entities, including affiliated investment advisors, as

well as its and their officers and employees (including, without

limitation, injunctions, censures, fines, suspensions, directives

that impact business operations (including proposed

expansions), membership expulsions, or revocations of licenses

and registrations).

November 2024 Form 10-K		6

The investment advisers responsible for the Jefferies’ investment

management businesses are all registered as investment

advisers with the SEC or rely upon the registration of an affiliated

adviser, and all are currently exempt from registration as

Commodity Pool Operators and Commodity Trading Advisors.

Registered investment advisers are subject to the requirements

of the Advisers Act and the regulations promulgated thereunder.

Such requirements relate to, among other things, fiduciary duties

to clients, maintaining an effective compliance program,

operational and marketing requirements, disclosure obligations,

conflicts of interest, fees and prohibitions on fraudulent

activities.

The investment activities are also subject to regulation under the

Securities Exchange Act of 1934, as amended, the Securities Act

of 1933, as amended, the Investment Company Act of 1940, as

amended (the “Investment Company Act”) and various other

statutes, as well as the laws of the fifty states and the rules of

various United States and non-United States securities

exchanges and self-regulatory organizations, including laws

governing trading on inside information, market manipulation and

a broad number of technical requirements (e.g., options and

futures position limits, execution requirements and reporting

obligations) and market regulation policies in the United States

and globally. Congress, regulators, tax authorities and others

continue to explore and implement regulations governing all

aspects of the financial services industry. Pursuant to systemic

risk reporting requirements adopted by the SEC, Jefferies’

affiliated registered investment advisers with private investment

fund clients are required to report certain information about their

investment funds to the SEC.

Regulatory Capital Requirements. Several of our regulated entities

are subject to financial capital requirements that are set by

applicable local regulations.

Jefferies LLC is a dually registered broker-dealer and FCM and is

required to maintain net capital in excess of the greater of the

SEC or CFTC minimum financial requirements. As a broker-

dealer, Jefferies LLC is subject to the SEC’s Uniform Net Capital

Rule 15c3-1 (the “Net Capital Rule”), which specifies the

minimum level of net capital a broker-dealer must maintain and

also requires that a significant part of a broker-dealer's assets be

kept in relatively liquid form. The SEC and various self-regulatory

organizations impose rules that require notification when net

capital falls below certain predefined criteria, limit the ratio of

subordinated debt to equity in the regulatory capital composition

of a broker-dealer and constrain the ability of a broker-dealer to

expand its business under certain circumstances. Jefferies LLC

has elected to compute its minimum net capital requirement in

accordance with the “Alternative Net Capital Requirement” as

permitted by the Net Capital Rule, which provides that a broker-

dealer shall not permit its net capital, as defined, to be less than

the greater of 2% of its aggregate debit balances (primarily

customer-related receivables) or $250,000 ($1.5 million for prime

brokers, as applicable to Jefferies LLC). Compliance with the Net

Capital Rule could limit Jefferies LLC’s operations, such as

underwriting and trading activities and financing customers’

prime brokerage or other margin activities, in each case, that

could require the use of significant amounts of capital, limit its

ability to engage in certain financing transactions, such as

repurchase agreements, and may also restrict its ability (i) to

make payments of dividends, withdrawals or similar distributions

or payments to a stockholder/parent or other affiliate, (ii) to make

a redemption or repurchase of shares of stock, or (iii) to make an

unsecured loan or advance to such shareholders or affiliates. As

a carrying/clearing broker-dealer, under FINRA Rule 4110, FINRA

could impose higher minimum net capital requirements than

required by the SEC and could restrict a broker-dealer from

expanding business or require the broker-dealer to reduce its

business activities. As a non-clearing FCM, Jefferies LLC is also

required to maintain minimum adjusted net capital of $1.0 million

under CFTC rules.

JFSI is dually registered with the SEC as an SBS dealer and

OTCDD and registered with the CFTC as a swap dealer. JFSI is

required to comply with the SEC and CFTC capital rules for SBS

dealers and swap dealers, respectively. Further, as an OTCDD,

JFSI is subject to compliance with the SEC’s net capital

requirements.

As an SEC registered OTCDD and security-based swap dealer,

JFSI is subject to rules regarding capital, segregation and margin

requirements. The CFTC and NFA have also adopted similar

swap dealer capital rules. Under the rules there are minimum

capital requirements for, among others, an entity that acts as a

dealer in SBS or swaps, of $100 million in tentative net capital or

the greater of $20 million or 2% (that the SEC could, in the future,

increase up to 4% or 8%) of a risk margin amount in net capital.

The risk margin amount for the SEC means the sum of (i) the

total initial margin required to be maintained by the SEC-

registered SBS dealer at each clearinghouse with respect to SBS

or swap transactions cleared for SBS or swap customers and (ii)

the total initial margin amount calculated by the SEC-registered

SBS dealer with respect to non-cleared SBS and swaps under the

SEC rules. The risk margin amount for the CFTC means the total

initial margin amount calculated by the CFTC-registered swap

dealer with respect to non-cleared SBS and swaps under the

CFTC rules.

Under the Exchange Act, state securities regulators are not

permitted to impose capital, margin, custody, financial

responsibility, making and keeping records, bonding, or financial

or operational reporting requirements on registered broker-

dealers that differ from, or are in addition to, the requirements in

those areas established under the Exchange Act, including the

rules and regulations promulgated thereunder.

For additional information refer to Item 1A. Risk Factors -

“Legislation and regulation may significantly affect our business.”

Jefferies Financial Group Inc. is not subject to any regulatory

capital rules.

Refer to Net Capital within Item 7. Management’s Discussion and

Analysis and Note 22, Regulatory Requirements in this Annual

Report on Form 10-K for additional discussion of net capital

calculations.

Regulation outside the United States. We are an active participant

in the international capital markets and provide investment

banking services internationally, primarily in Europe and the

Middle East and Asia-Pacific. Jefferies International Limited,

which is the principal operating subsidiary of Jefferies in the U.K.,

maintains regulatory capital aligned with the two key regulatory

pillars. Pillar 1 is its own funds requirement which 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 Financial

Conduct Authority’s (“FCA”) MIFIDPRU sourcebook, while Pillar 2

pertains to the International Capital Adequacy and Risk

Assessment (“ICARA”) process whereby Jefferies International

Limited ensures that it maintains capital in excess of minimum

regulatory capital requirements under both normal and stressed

conditions. Our international subsidiaries are subject to extensive

regulations proposed, promulgated and enforced by, among

7		Jefferies Financial Group Inc.

other regulatory bodies, the European Commission and European

Supervisory Authorities (including the European Banking

Authority and European Securities and Market Authority), the U.K.

Financial Conduct Authority, the German Federal Financial

Supervisory Authority (“BaFin”), the Canadian Investment

Regulatory Organization, the Swiss Financial Market Supervisory

Authority (“FINMA”), the Dubai Financial Services Authority, the

Hong Kong Securities and Futures Commission, the Japan

Financial Services Agency, the Monetary Authority of Singapore,

the Australian Securities and Investments Commission and the

Securities and Exchange Board of India (“SEBI”). Every country in

which we do business imposes upon us laws, rules and

regulations similar to those in the U.S., including with respect to

some form of capital adequacy rules, customer protection rules,

data protection regulations, anti-money laundering and anti-

bribery rules, compliance with other applicable trading and

investment banking regulations and similar regulatory reform.

Item 1A. Risk Factors

Factors Affecting Our Business

The following factors describe some of the assumptions, risks,

uncertainties and other factors that could adversely affect our

business or that could necessitate unforeseen changes to the

ways we operate our businesses or could otherwise result in

changes that differ materially from our expectations. In addition

to the specific factors mentioned in this report, we may also be

affected by other factors that affect businesses generally, such

as global or regional changes in economic, business or political

conditions, acts of war, terrorism, pandemics, climate change,

and natural disasters.

Credit, Market and Liquidity Risks

Our business is subject to significant credit risk.

In the normal course of our businesses, we are involved in the

execution, settlement and financing of various customer and

principal securities and derivative transactions. These activities

are transacted on a cash, margin or delivery-versus-payment

basis and are subject to the risk of counterparty or customer

nonperformance. Even when transactions are collateralized by

the underlying security or other securities, we still face the risks

associated with changes in the market value of the collateral

through settlement date or during the time when margin is

extended and collateral has not been secured or the counterparty

defaults before collateral or margin can be adjusted. We may

also incur credit risk in our derivative transactions to the extent

such transactions result in uncollateralized credit exposure to our

counterparties.

We seek to control the risk associated with these transactions by

establishing and monitoring credit limits and by monitoring

collateral and transaction levels daily. We may require

counterparties to deposit additional collateral or return collateral

pledged. In certain circumstances, we may, under industry

regulations, purchase the underlying securities in the market and

seek reimbursement for any losses from the counterparty.

However, there can be no assurances that our risk controls will

be successful.

We are exposed to significant market risk and our principal

trading and investments expose us to risk of loss.

Market risk generally represents the risk that values of assets

and liabilities or revenues will be adversely affected by changes

in market conditions. Market risk is inherent in the financial

instruments associated with our operations and activities,

including trading account assets and liabilities, loans, securities,

short-term borrowings, corporate debt and derivatives. Market

conditions that change from time to time, thereby exposing us to

market risk, include fluctuations in interest rates, equity prices,

relative exchange rates, and price deterioration or changes in

value due to changes in market perception or actual credit quality

of an issuer.

In addition, disruptions in the liquidity or transparency of the

financial markets may result in our inability to sell, syndicate or

realize the value of security positions, thereby leading to

increased concentrations. The inability to reduce our positions in

specific securities may not only increase the market and credit

risks associated with such positions, but also increase capital

requirements, which could have an adverse effect on our

business, results of operations, financial condition and liquidity.

A considerable portion of our revenues is derived from trading in

which we act as principal. We may incur trading losses relating to

the purchase, sale or short sale of fixed income, high yield,

international, convertible and equity securities, loans, derivative

contracts and commodities for our own account. In any period,

we may experience losses on our inventory positions as a result

of the level and volatility of equity, fixed income and commodity

prices (including oil prices), lack of trading volume and illiquidity.

From time to time, we may engage in a large block trade in a

single security or maintain large position concentrations in a

single security, securities of a single issuer, securities of issuers

engaged in a specific industry or securities from issuers located

in a particular country or region. In general, because our inventory

is marked to market on a daily basis, any adverse price

movement in these securities could result in a reduction of our

revenues and profits. In addition, we may engage in hedging

transactions that if not successful, could result in losses.

Increased market volatility may also impact our revenues as

transaction activity in our investment banking and capital

markets sales and trading businesses can be negatively

impacted in a volatile market environment.

Refer to Management’s Discussion and Analysis of Financial

Condition and Results of Operations-Risk Management within

Part II, Item 7. of this Annual Report on Form 10-K for additional

discussion.

A credit-rating agency downgrade could significantly impact our

business.

The cost and availability of financing generally are impacted by

(among other things) our credit ratings. If any of our credit

ratings were downgraded, or if rating agencies indicate that a

downgrade may occur, our business, financial position and

results of operations could be adversely affected and

perceptions of our financial strength could be damaged, which

could adversely affect our client relationships. Additionally, we

intend to access the capital markets and issue debt securities

from time to time, and a decrease in our credit ratings or outlook

could adversely affect our liquidity and competitive position,

increase our borrowing costs, decrease demand for our debt

securities and increase the expense and difficulty of financing

our operations. In addition, 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. Such a

downgrade could also negatively impact the prices of our debt

securities. There can be no assurance that our credit ratings will

not be downgraded.

November 2024 Form 10-K		8

As a holding company, we are dependent for liquidity from

payments from our subsidiaries, many of which are subject to

restrictions.

As a holding company, we depend on dividends, distributions and

other payments from our subsidiaries to fund payments on our

obligations, including debt obligations. Several of our

subsidiaries, particularly our broker-dealer subsidiaries and swap

dealer subsidiary, are subject to regulations that limit or restrict

dividend payments or reduce the availability of the flow of funds

from those subsidiaries to us. In addition, our broker-dealer

subsidiaries and swap dealer subsidiary are subject to

restrictions on their ability to lend or transact with affiliates and

are required to maintain minimum regulatory capital

requirements. These regulations may hinder our ability to access

funds that we may need to make payments to fulfill obligations.

From time to time we may invest in securities that are illiquid or

subject to restrictions.

From time to time we may invest in securities that are subject to

restrictions which prohibit us from selling the securities for a

period of time. Such agreements may limit our ability to generate

liquidity quickly through the disposition of the underlying

investment while the agreement is effective.

Economic Environment Risks

We may incur losses as a result of unforeseen or catastrophic

events, including the emergence of a pandemic, cybersecurity

incidents and events, terrorist attacks, war, trade policies,

military conflict, climate-related incidents or other natural

disasters.

The occurrence of unforeseen or catastrophic events, including

the emergence of a pandemic, such as COVID-19, or other

widespread health emergency (or concerns over the possibility of

such an emergency), cybersecurity incidents and events, terrorist

attacks, war, trade policies, military conflict, extreme climate-

related incidents or events or other natural disasters, could

create economic and financial disruptions, and could lead to

operational difficulties (including travel limitations) that could

impair our ability to manage our businesses. For instance, the

spread of illnesses or pandemics has, and could in the future,

cause illness, quarantines, various shutdowns, reduction in

business activity and financial transactions, labor shortages,

supply chain interruptions and overall economic and financial

market instability. In addition, geopolitical and military conflict

and war between Russia and Ukraine and Hamas and Israel have

and will continue to result in instability and adversely affect the

global economy or specific markets, which could continue to

have an adverse impact or cause volatility in the financial

services industry generally or on our results of operations and

financial conditions. In addition, these geopolitical tensions can

cause an increase in volatility in commodity and energy prices,

creating supply chain issues, and causing instability in financial

markets. Sanctions imposed by the United States and other

countries in response to such conflict could further adversely

impact the financial markets and the global economy, and any

economic countermeasures by the affected countries or others,

could exacerbate market and economic instability. While 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,

the specific consequences of the conflict in Ukraine on our

business is difficult to predict at this time. Likewise, our

investments and assets in our growing Israeli business could be

negatively affected by consequences from the geopolitical and

military conflict in the region. In addition to inflationary pressures

affecting our operations, we may also experience an increase in

cyberattacks against us and our third-party service providers

from Russia, Hamas or their allies.

Climate change concerns and incidents could disrupt our

businesses, adversely affect the profitability of certain of our

investments, adversely affect client activity levels, adversely

affect the creditworthiness of our counterparties and damage our

reputation.

Climate change may cause extreme weather events that disrupt

operations at one or more of our or our customer’s or client’s

locations, which may negatively affect our ability to service and

interact with our clients, and also may adversely affect the value

of certain of our investments, including our real estate

investments. Climate change, as well as uncertainties related to

the transition to a lower carbon dependent economy, may also

have a negative impact on the financial condition of our clients,

which may decrease revenues from those clients and increase

the credit risk associated with loans and other credit exposures

to those clients. Additionally, our reputation and client

relationships may be damaged as a result of our involvement, or

our clients’ involvement, in certain industries or projects

associated with causing or exacerbating climate change, as well

as any decisions we make to continue to conduct or change our

activities in response to considerations relating to climate

change.

New regulations or guidance relating to climate change and the

transition to a lower carbon dependent economy, as well as the

perspectives of shareholders, employees and other stakeholders

regarding climate change, may affect whether and on what terms

and conditions we engage in certain activities or offer certain

products, as well as impact our business reputation and efforts

to recruit and retain employees and customers.

Abrupt changes in market and general economic conditions have

in the past adversely affected, and may in the future adversely

affect, our business and profitability and cause volatility in our

results of operations.

Economic and market conditions have had, and will continue to

have, a direct and material impact on our results of operations

and financial condition because performance in the financial

services industry is heavily influenced by the overall strength of

general economic conditions and financial market activity.

Our investment banking revenue, in the form of advisory services

and underwriting, is directly related to general economic

conditions and corresponding financial market activity. When the

outlook for such economic conditions is uncertain or negative,

financial market activity generally tends to decrease, which

reduces our investment banking revenues. Reduced expectations

of U.S. economic growth or a decline in the global economic

outlook could cause financial market activity to decrease and

negatively affect our investment banking revenues.

A sustained and continuing market downturn could lead to or

exacerbate declines in the number of securities transactions

executed for clients and, therefore, to a decline in the revenues

we receive from commissions and spreads. Correspondingly, a

reduction of prices of the securities we hold in inventory or as

investments would lead to reduced revenues.

Revenues from our asset management businesses have been

and may continue to be negatively impacted by declining

securities prices, as well as widely fluctuating securities prices.

Because our asset management businesses hold long and short

positions in equity and debt securities, changes in the prices of

these securities, as well as any decrease in the liquidity of these

9		Jefferies Financial Group Inc.

securities, may materially and adversely affect our revenues from

asset management.

Similarly, our other investments businesses may suffer from the

above-mentioned impacts of fluctuations in economic and

market conditions, including reductions in business activity and

financial transactions, labor shortages, supply chain interruptions

and overall economic and financial market instability. In addition,

other factors, most of which are outside of our control, can affect

our businesses, including the state of the real estate market, the

state of the Italian telecommunications market, and the state of

international market and economic conditions which impact

trading volume and currency volatility, and changes in regulatory

requirements.

In addition, global economic conditions and global financial

markets remain vulnerable to the potential risks posed by certain

events, which could include, among other things, the level and

volatility of interest rates, the availability and market conditions

of financing, economic growth or its sustainability, unforeseen

changes to gross domestic product, inflation, energy prices,

fluctuations or other changes in both debt and equity capital

markets and currencies, political and financial uncertainty in the

United States and the European Union, ongoing concern about

Asia’s economies, global supply disruptions, complications

involving terrorism and armed conflicts around the world

(including the conflict between Russia and Ukraine, and Hamas

and Israel, or other challenges to global trade or travel, such as

those that occur due to a pandemic). More generally, because

our business is closely correlated to the general economic

outlook, a significant deterioration in that outlook or realization of

certain events would likely have an immediate and significant

negative impact on our business and overall results of

operations.

Changing financial, economic and political conditions could result

in decreased revenues, losses or other adverse consequences.

Global or regional changes in the financial markets or economic

and political conditions could adversely affect our business in

many ways, including the following:

•A market downturn, potential recession and high inflation, as

well as declines in consumer confidence and an increase in

unemployment rates, could lead to a decline in the volume of

transactions executed for customers and, therefore, to a

decline in the revenues we receive from commissions and

spreads. Any such economic downturn, volatile business

environment, hostile third-party action or continued

unpredictable and unstable market conditions could adversely

affect our general business strategies;

•Unfavorable conditions or changes in general political,

economic or market conditions could reduce the number and

size of transactions in which we provide underwriting, financial

advisory and other services. Our investment banking revenues,

in the form of financial advisory, underwriting or placement

fees, are directly related to the number and size of the

transactions in which we participate and could therefore be

adversely affected by unfavorable financial, economic or

political conditions. In particular, the increasing trend toward

sovereign protectionism and de-globalization has resulted or

could result in decreases in free trade, erosion of traditional

international coalitions, the imposition of sanctions and tariffs,

governmental closures and no-confidence votes, domestic and

international strife, and general market upheaval in response to

such results, all of which could negatively impact our business;

•Adverse changes in the securities markets could lead to a

reduction in revenues from asset management fees and losses

on our own capital invested in managed funds. Even in the

absence of a market downturn, below-market investment

performance by our funds and portfolio managers could

reduce asset management revenues and assets under

management and result in reputational damage that might

make it more difficult to attract new investors;

•Adverse changes in the financial markets could lead to

regulatory restrictions that may limit or halt certain of our

business activities;

•Limitations on the availability of credit can affect our ability to

borrow on a secured or unsecured basis, which may adversely

affect our liquidity and results of operations. Global market and

economic conditions have been particularly disrupted and

volatile in the last several years and may be in the future. Our

cost and availability of funding could be affected by illiquid

credit markets and wider credit spreads;

•New or increased taxes on compensation payments such as

bonuses may adversely affect our profits;

•Should one of our clients or competitors fail, our business

prospects and revenue could be negatively impacted due to

negative market sentiment causing clients to cease doing

business with us and our lenders to cease loaning us money,

which could adversely affect our business, funding and

liquidity;

•Unfavorable economic conditions could have an adverse effect

on the demand for new loans and the servicing of loans

originated by third-parties, which would have an adverse

impact on the operations and profitability of some of our

financial services businesses.

Operational Risks

We may incur losses if our risk management is not effective.

We seek to monitor and control our risk exposure. Our risk

management processes and procedures are designed to limit our

exposure to acceptable levels as we conduct our business. We

apply a comprehensive framework of limits on a variety of key

metrics to constrain the risk profile of our business activities.

These limits reflect our risk tolerances for business activity. Our

framework includes inventory position and exposure limits on a

gross and net basis, scenario analysis and stress tests, Value-at-

Risk, sensitivities, exposure concentrations, aged inventory, the

amount of Level 3 assets, counterparty exposure, leverage, cash

capital and performance analysis. Refer to Management’s

Discussion and Analysis of Financial Condition and Results of

Operations - Risk Management within Part II. Item 7. of this

Annual Report on Form 10-K for additional discussion. While we

employ various risk monitoring and risk mitigation techniques,

those techniques and the judgments that accompany their

application, including risk tolerance determinations, cannot

anticipate every economic and financial outcome or the specifics

and timing of such outcomes. As a result, we may incur losses

notwithstanding our risk management processes and

procedures.

The ability to attract, develop and retain highly skilled and

productive employees is critical to the success of our business.

Our ability to develop and retain our clients depends on the

reputation, judgment, business generation capabilities and skills

of our professionals. To compete effectively, we must attract,

retain and motivate qualified professionals, including successful

investment bankers, sales and trading professionals, research

November 2024 Form 10-K		10

professionals, portfolio managers and other revenue producing

or specialized personnel, in addition to qualified, successful

personnel in functional, non-revenue producing roles.

Competitive pressures we experience with respect to employees

could have an adverse effect on our business, results of

operations, financial condition and liquidity.

Turnover in the financial services industry is high. The cost of

retaining skilled professionals in the financial services industry

has escalated considerably. Financial industry employers are

increasingly offering guaranteed contracts, upfront payments and

increased compensation. These can be important factors in a

current employee’s decision to leave us as well as in a

prospective employee’s decision to join us. As competition for

skilled professionals in the industry remains intense, we may

have to devote significant resources to attracting and retaining

qualified personnel.

If we were to lose the services of certain of our professionals, we

may not be able to retain valuable relationships and some of our

clients could choose to use the services of a competitor instead

of our services. If we are unable to retain our professionals or

recruit additional professionals, our reputation, business, results

of operations and financial condition will be adversely affected.

Further, new business initiatives and efforts to expand existing

businesses frequently require that we incur compensation and

benefits expense before generating additional revenues.

Moreover, companies in our industry whose employees accept

positions with competitors often claim that those competitors

have engaged in unfair hiring practices. We may be subject to

such claims in the future as we seek to hire qualified personnel

who have worked for our competitors. Some of these claims may

result in material litigation. We could incur substantial costs in

defending against these claims, regardless of their merits. Such

claims could also discourage potential employees who work for

our competitors from joining us.

We face increasing competition in the financial services industry.

We operate in an intensely competitive with other global bank

holding companies that engage in investment banking and

capital markets activities as one of their lines of business and

that have greater capital and resources than we do. We also

compete against other broker-dealers, asset managers and

boutique firms on both a global and regional basis. There is also

growing pressure to provide services at lower fees to appeal to

clients, which may impact our ability to effectively compete.

Operational risks may disrupt our business, result in regulatory

action against us or limit our growth.

Our businesses are highly dependent on our ability to process, on

a daily basis, a large number of transactions across numerous

and diverse markets in many currencies, and the transactions we

process have become increasingly complex. If any of our

financial, accounting or other data processing systems do not

operate properly, or are disabled, or if there are other

shortcomings or failures in our internal processes, people or

systems, we could suffer an impairment to our liquidity, financial

loss, a disruption of our businesses, liability to clients, regulatory

intervention or reputational damage. These systems may fail to

operate properly or become disabled as a result of events that

are wholly or partially beyond our control, including a disruption

of electrical or communications services or our inability to

occupy one or more of our buildings. The inability of our systems

to accommodate an increasing volume and complexity of

transactions could also constrain our ability to expand our

businesses.

Certain of our financial and other data processing systems rely

on access to and the functionality of operating systems

maintained by third-parties. If the accounting, trading or other

data processing systems on which we are dependent are unable

to meet increasingly demanding standards for processing and

security or, if they fail or have other significant shortcomings, we

could be adversely affected. Such consequences may include our

inability to effect transactions and manage our exposure to risk.

In addition, despite the contingency plans we have in place, our

ability to conduct business may be adversely impacted by a

disruption in the infrastructure that supports our businesses and

the communities in which they are located. This may include a

disruption involving electrical, communications, transportation or

other services used by us or third-parties with which we conduct

business.

Any cyber attack, cybersecurity incident, or other information

security breach of, or vulnerability in, our technology systems, or

those of our clients, partners, counterparties, or other third-party

service providers we rely on, could have operational impacts,

subject us to significant liability and harm our reputation.

Our operations rely heavily on the secure processing, storage and

transmission of financial, personal and other information in our

computer systems and networks. In recent years, there have

been several highly publicized incidents involving financial

services companies reporting the unauthorized disclosure of

client or other confidential information, as well as cyber attacks

involving theft, dissemination and destruction of corporate

information or other assets, which in some cases occurred as a

result of failure to follow procedures by employees or contractors

or as a result of actions by third-parties. Cyber attacks can

originate from a variety of sources, including third-parties

affiliated with foreign governments, organized crime or terrorist

organizations, and malicious individuals both outside and inside

a targeted company, including through use of relatively new

artificial intelligence tools or methods. Retaliatory acts by Russia,

Hamas or their allies in response to economic sanctions or other

measures taken by the global community arising from the Russia-

Ukraine and Hamas-Israel conflicts could result in an increased

number and/or severity of cyber attacks. Malicious actors may

also attempt to compromise or induce our employees, clients or

other users of our systems to disclose sensitive information or

provide access to our data, and these types of risks may be

difficult to detect or prevent.

Like other financial services firms, we and our third-party service

providers have been the target of cyber attacks. Although we and

our service providers regularly defend against, respond to and

mitigate the risks of cyberattacks, cybersecurity incidents among

financial services firms and industry generally are on the rise. We

are not aware of any material losses we have incurred relating to

cyber attacks or other information security breaches. The

techniques and malware used in these cyber attacks and

cybersecurity incidents are increasingly sophisticated, change

frequently and are often not recognized until launched because

they are novel. Although we monitor the changing cybersecurity

risk environment and seek to maintain reasonable security

measures, including a suite of authentication and layered

information security controls, no security measures are infallible,

and we cannot guarantee that our safeguards will always work or

that they will detect, mitigate or remediate these risks in a timely

manner. Despite our implementation of reasonable security

measures and endeavoring to modify them as circumstances

warrant, our computer systems, software and networks may be

vulnerable to spam attacks, unauthorized access, distributed

denial of service attacks, ransomware, computer viruses and

11		Jefferies Financial Group Inc.

other malicious code, as well as human error, natural disaster,

power loss, and other events that could damage our reputation,

impact the security and stability of our operations, and expose us

to class action lawsuits and regulatory investigation, action, and

penalties, and significant liability.

We also rely on numerous third-party service providers to

conduct other aspects of our business operations and we face

similar risks relating to them. While we evaluate the information

security programs and defenses of third-party vendors, we

cannot be certain that our reviews and oversight will identify all

potential information security weaknesses or that our vendors’

information security protocols are or will be sufficient to

withstand or adequately respond to a cyber attack, cybersecurity

incident or other information security breach. In addition, in order

to access our products and services, or trade with us, our

customers and counterparties may use networks, computers and

other devices that are beyond our security control systems and

processes.

Notwithstanding the precautions we take, if a cyber attack,

cybersecurity incident, or other information security breach were

to occur, this could jeopardize the information we confidentially

maintain, or otherwise cause interruptions in our operations or

those of our clients and counterparties, exposing us to liability.

As attempted attacks continue to evolve in scope and

sophistication, we may be required to expend substantial

additional resources to modify or enhance our reasonable

security measures, to investigate and remediate vulnerabilities or

other exposures or to communicate about cyber attacks,

cybersecurity incidents or other information security breaches to

our customers, partners, third-party service providers and

counterparties. Though we have insurance against some cyber

risks and attacks, we may be subject to litigation and financial

losses that exceed our insurance policy limits or are not covered

under any of our current insurance policies. A technological

breakdown could also interfere with our ability to comply with

financial reporting and other regulatory requirements, exposing

us to potential disciplinary action by regulators. Successful cyber

attacks, cybersecurity incidents or other information security

breaches at other large financial institutions or other market

participants, whether or not we are affected, could lead to a

general loss of customer confidence in financial institutions that

could negatively affect us, including harming the market

perception of the effectiveness of our security measures or the

financial system in general, which could result in a loss of

business.

Further, in light of the high volume of transactions we process,

the large number of our clients, partners and counterparties, and

the increasing sophistication of malicious actors that may

employ increasingly sophisticated methods such as new artificial

intelligence tools, a cyber attack, cybersecurity incident, or other

information security breach could occur and persist for an

extended period of time without detection. We expect that any

investigation of a cyber attack, cybersecurity incident, or other

information security breach would take substantial amounts of

time and resources, and that there may be extensive delays

before we obtain full and reliable information. During such time

we would not necessarily know the extent of the harm caused by

the cyber attack, cybersecurity incident, or other information

security breach or how best to remediate it, and certain errors or

actions could be repeated or compounded before they are

discovered and remediated. All of these factors could further

increase the costs and consequences of such a cyber attack or

cybersecurity incident. In providing services to clients, we

manage, utilize and store sensitive or confidential client or

employee data, including personal data. As a result, we are

subject to numerous laws and regulations designed to protect

this information, such as U.S. and non-U.S. federal and state laws

governing privacy and cybersecurity. If any person, including any

of our associates, negligently disregards or intentionally

breaches our established controls with respect to client or

employee data, or otherwise mismanages or misappropriates

such data, we could be subject to significant monetary damages,

regulatory enforcement actions, fines and/or criminal

prosecution. In addition, unauthorized disclosure of sensitive or

confidential client or employee data, whether through system

compromise or failure, employee negligence, fraud or

misappropriation, could damage our reputation and cause us to

lose clients and related revenue. Depending on the

circumstances giving rise to the information security breach, this

liability may not be subject to a contractual limit or an exclusion

of consequential or indirect damages.

Damage to our reputation could damage our business.

Maintaining our reputation is critical to our attracting and

maintaining customers, investors and employees. If we fail to

deal with, or appear to fail to deal with, various issues that may

give rise to reputational risk, we could significantly harm our

business prospects. These issues include, but are not limited to,

any of the risks discussed in this Item 1A, appropriately dealing

with potential conflicts of interest, legal and regulatory

requirements, ethical issues, money-laundering, cybersecurity

and privacy, record keeping, sales and trading practices, failure to

sell securities we have underwritten at the anticipated price

levels, and the proper identification of the legal, reputational,

credit, liquidity and market risks inherent in our products. A

failure to deliver appropriate standards of service and quality, or a

failure or perceived failure to treat customers and clients fairly,

can result in customer dissatisfaction, litigation and heightened

regulatory scrutiny, all of which can lead to lost revenue, higher

operating costs and harm to our reputation. Further, negative

publicity regarding us, whether or not true, may also result in

harm to our prospects. Our operations in the past have been

impacted as some clients either ceased doing business or

temporarily slowed down the level of business they do, thereby

decreasing our revenue. There is no assurance that we will be

able to successfully reverse the negative impact of allegations

and rumors in the future and our potential failure to do so could

have a material adverse effect on our business, financial

condition and liquidity.

Employee misconduct or fraud could harm us by impairing our

ability to attract and retain clients and subject us to significant

legal liability and reputational harm.

There is a risk that our employees could engage in fraud or other

misconduct that adversely affects our business. For example, we

are subject to a number of obligations and standards arising

from our asset management business and our responsibility over

the assets managed by this business. In addition, our financial

advisors may act in a fiduciary capacity, providing financial

planning, investment advice, and discretionary asset

management. Misconduct or fraud by employees, advisors, or

other third-party service providers could cause significant losses.

In addition, our business often requires that we deal with

confidential matters of great significance to our clients. If our

employees were to improperly use or disclose confidential

information provided by our clients, we could be subject to

regulatory sanctions and suffer serious harm to our reputation,

financial position, current client relationships and ability to attract

future clients. Employee misconduct or fraud could include,

among other things, binding us to unauthorized transactions that

present unacceptable risks, engaging in other unauthorized

November 2024 Form 10-K		12

activities or concealing unsuccessful investments. The violation

of these obligations and standards by any of our employees

would adversely affect our clients and us. It is not always

possible to deter employee misconduct, and the precautions we

take to detect and prevent this activity may not be effective

against certain misconduct, including conduct which is difficult

to detect. The occurrence of significant employee misconduct

could have a material adverse financial effect or cause us

significant reputational harm and/or legal and regulatory liability,

which in turn could seriously harm our business and our

prospects.

We may not be able to insure certain risks economically.

We cannot be certain that we will be able to insure all risks that

we desire to insure economically or that all of our insurers or

reinsurers will be financially viable if we make a claim. If an

uninsured loss or a loss in excess of insured limits should occur,

or if we are required to pay a deductible for an insured loss,

results of operations could be adversely affected.

Future acquisitions and dispositions of our businesses and

investments are possible, changing the components of our assets

and liabilities, and if unsuccessful or unfavorable, could reduce

the value of our securities.

Any future acquisitions or dispositions may result in significant

changes in the composition of our assets and liabilities, as well

as our business mix and prospects. Consequently, our financial

condition, results of operations and the trading price of our

securities may be affected by factors different from those

affecting our financial condition, results of operations and trading

price at the present time.

Our investment in Jefferies Finance may not prove to be

successful and may adversely affect our results of operations or

financial condition.

Many factors, most of which are outside of our control, can affect

Jefferies Finance’s business, including adverse investment

banking and capital market conditions leading to a decline of

syndicate loans, inability of borrowers to repay commitments,

adverse changes to a borrower’s credit worthiness, and other

factors that directly and indirectly effect the results of operations,

and consequently may adversely affect our results of operations

or financial condition.

Our investment in Berkadia may not prove to be successful and

may adversely affect our results of operations or financial

condition.

Many factors, most of which are outside of our control, can affect

Berkadia’s business, including loan losses in excess of reserves,

a change in the relationships with U.S. Government-Sponsored

Enterprises or federal agencies, a significant loss of customers,

and other factors that directly and indirectly effect the results of

operations, including the sales and profitability of Berkadia, and

consequently may adversely affect our results of operations or

financial condition.

If Berkadia suffered significant losses and was unable to repay its

commercial paper borrowings, we would be exposed to loss

pursuant to a reimbursement obligation to Berkshire Hathaway.

Berkadia obtains funds generated by commercial paper sales of

an affiliate of Berkadia. All of the proceeds from the commercial

paper sales are used by Berkadia to fund new mortgage loans,

servicer advances, investments and other working capital

requirements. Repayment of the commercial paper is supported

by a $1.5 billion surety policy issued by a Berkshire Hathaway

insurance subsidiary and a Berkshire Hathaway corporate

guaranty, and we have agreed to reimburse Berkshire Hathaway

for one-half of any losses incurred thereunder. If Berkadia suffers

significant losses and is unable to repay its commercial paper

borrowings, we would suffer losses to the extent of our

reimbursement obligation to Berkshire Hathaway.

Legal, Legislation and Regulation Risks

Legislation and regulation may significantly affect our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act

(the “Dodd-Frank Act”) and the rules and regulations adopted by

the CFTC and the SEC introduced a comprehensive regulatory

regime for swaps and SBS and parties that deal in such

derivatives. One of our subsidiaries is registered as a swap dealer

with the CFTC and is a member of the NFA, is registered as a

security-based swap dealer with the SEC and is registered with

the SEC as an OTC Derivatives Dealer. We have incurred

significant compliance and operational costs as a result of the

swaps and SBS rules adopted by the CFTC and SEC pursuant to

the Dodd-Frank Act, and we expect that the complex regulatory

framework will continue to require significant monitoring and

compliance expenditures. Negative effects could result from an

expansive extraterritorial application of the Dodd-Frank Act and/

or insufficient international coordination with respect to adoption

of rules for derivatives and other financial reforms in other

jurisdictions.

Similar types of swap regulation have been proposed or adopted

in jurisdictions outside the U.S., including in the EU, the U.K. and

Japan. For example, the EU and the U.K. have established

regulatory requirements relating to portfolio reconciliation and

reporting, clearing certain OTC derivatives and margining for

uncleared derivatives activities under the European Market

Infrastructure Regulation (“EMIR”). Further enhancements (driven

by regulation) have been required in 2024 with respect to EMIR

OTC derivative transaction reporting, and affect our European

entities.

The Markets in Financial Instruments Regulation and a revision of

the Market in Financial Instruments Directive in 2018 (collectively

referred to as “MiFID II”) imposes certain restrictions as to the

trading of shares and derivatives including market structure-

related, reporting, investor protection-related and organizational

requirements, requirements on pre- and post-trade transparency,

requirements to use certain venues when trading financial

instruments (which includes shares and certain derivative

instruments), requirements affecting the way investment

managers can obtain research, powers of regulators to impose

position limits and provisions on regulatory sanctions. The

European regulators continue to refine aspects of MiFID with

these changes now being rolled out separately in both the UK and

Europe.

New prudential regimes for investment firms have been

implemented in both the EU and the UK for MiFID authorized

investment firms. The Investment Firms Regulation (IFR) and the

Investment Firms Directive (IFD), applicable in the EU, and the

MIFIDPRU regime, applicable in the UK, while applying a more

appropriate capital treatment for investments firms such as the

UK entity, Jefferies International Limited, and, its EU subsidiary,

Jefferies GmbH, include a requirement that a certain amount of

variable remuneration for material risk takers be paid in non-cash

instruments and have a deferral element. Consequently, we have

adapted our remuneration structures for those employees

identified as material risk takers. 

13		Jefferies Financial Group Inc.

A key focus of the European regulators over the last couple of

years has been emerging regulation with regards to Operational

Resilience, with regulators expecting investment firms like

Jefferies to be able to assess (on an ongoing basis) their

resilience (measured by impact to Jefferies’ clients and market)

on identified critical business services. This has brought our

management of third party risk, business continuity and the

mitigation of cyber risk more firmly into focus with the regulators.

Significant new legislation and regulation affecting the financial

services industry is regularly proposed and sometimes adopted.

These legislative and regulatory initiatives affect not only us, but

also our competitors and certain of our clients. These changes

could have an effect on our revenue and profitability, limit our

ability to pursue certain business opportunities, impact the value

of assets that we hold, require us to change certain business

practices, impose additional costs on us and otherwise adversely

affect our business. Accordingly, we cannot provide assurance

that legislation and regulation will not eventually have an adverse

effect on our business, results of operations, cash flows and

financial condition. In the U.S., such initiatives frequently arise in

the aftermath of elections that change the party of the president

or the majority party in the House and/or Senate.

Increasing regulatory focus on evolving privacy and security

issues and expanding laws could impact our businesses and

investments and expose us to increased liability.

The EU General Data Protection Regulation (the “EU GDPR” or

“GDPR”) applies in all EU Member States and also applies to

entities established outside of the EU where such entity

processes personal data in relation to: (i) the offering of goods or

services to data subjects in the EEA; or (ii) monitoring the

behavior of data subjects as far as that behavior takes place in

the EEA. The UK has implemented GDPR as part of its national

law (the “UK GDPR”). The UK GDPR exists alongside the UK Data

Protection Act 2018 and its requirements are largely aligned with

those under the EU GDPR.

The EU GDPR and UK GDPR impose a number of obligations on

organizations to which they apply, including, without limitation:

accountability and transparency requirements; compliance with

the data protection rights of data subjects; and under

circumstances, the prompt reporting of certain personal data

breaches to both the relevant data supervisory authority and

impacted individuals.

The EU GDPR and UK GDPR also include restrictions on the

transfer of personal data from the EEA to jurisdictions that are

not recognized as having an adequate level of protection with

regards to data protection laws.

The EU GDPR imposes significant fines for serious non-

compliance of up to the higher of 4% of an organization’s annual

worldwide turnover or €20 million (or approximately £17.5 million

under the UK GDPR). Data subjects also have a right to receive

compensation as a result of infringement of the EU GDPR and/or

UK GDPR for financial or non-financial losses.

Other privacy laws are in effect in the Americas, Europe and the

Middle East and Asia-Pacific regions, many of which involve

heightened compliance obligations similar to those under EU

GDPR and UK GDPR. The privacy and cybersecurity legislative

and regulatory landscape is evolving rapidly, and numerous

proposals regarding privacy and cybersecurity are pending before

U.S. and non-U.S. legislative and regulatory bodies. The adopted

form of such developing legislation and regulation will determine

the level of any resources which we will need to invest to ensure

compliance. In the event of non-compliance with privacy laws

and regulations, we could face significant administrative and

monetary sanctions as well as reputational damage which may

have a material adverse effect on our operations, financial

condition and prospects.

Extensive regulation of our business limits our activities, and, if

we violate these regulations, we may be subject to significant

penalties.

We are subject to extensive laws, rules and regulations in the

countries in which we operate. Firms that engage in providing

financial services must comply with the laws, rules and

regulations imposed by national and state governments and

regulatory and self-regulatory bodies with jurisdiction over such

activities. Such laws, rules and regulations cover many aspects

of providing financial services.

Our regulators supervise our business activities to monitor

compliance with applicable laws, rules and regulations. In

addition, if there are instances in which our regulators question

our compliance with laws, rules, or regulations, they may

investigate the facts and circumstances to determine whether we

have complied. At any moment in time, we may be subject to one

or more such investigations or similar reviews. At this time, all

such investigations and similar reviews are insignificant in scope

and immaterial to us. However, there can be no assurance that, in

the future, the operations of our businesses will not violate such

laws, rules, or regulations, or that such investigations and similar

reviews will not result in significant or material adverse regulatory

requirements, regulatory enforcement actions, fines or other

adverse impact to the operation of our business.

Additionally, violations of laws, rules and regulations could

subject us to one or more of the following events: civil and

criminal liability; sanctions, which could include the revocation of

our subsidiaries’ registrations as investment advisors or broker-

dealers; the revocation of the licenses of our financial advisors;

censures; fines; or a temporary suspension or permanent bar

from conducting business. The occurrence of any of these events

could have a material adverse effect on our business, financial

condition and prospects.

Certain of our subsidiaries are subject to regulatory financial

capital holding requirements that could impact various capital

allocation decisions or limit the operations of our broker-dealers.

In particular, compliance with the financial capital holding

requirement may restrict our broker-dealers’ ability to engage in

capital-intensive activities such as underwriting and trading, and

may also limit their ability to make loans, advances, dividends

and other payments and may restrict our swap dealer’s ability to

execute certain derivative transactions.

Additional legislation, changes in rules, changes in the

interpretation or enforcement of existing laws and rules, conflicts

and inconsistencies among rules and regulations, or the entering

into businesses that subject us to new rules and regulations may

directly affect our business, results of operations and financial

condition. We continue to monitor the impact of new U.S. and

international regulation on our businesses.

Legal liability may harm our business.

Many aspects of our business involve substantial risks of liability,

and in the normal course of business, we have been named as a

defendant or codefendant in lawsuits involving primarily claims

for damages. The risks associated with potential legal liabilities

often may be difficult to assess or quantify and their existence

and magnitude often remain unknown for substantial periods of

time. The expansion of our business, including increases in the

number and size of investment banking transactions and our

November 2024 Form 10-K		14

expansion into new areas impose greater risks of liability.

Substantial legal liability could have a material adverse financial

effect or cause us significant reputational harm, which in turn

could seriously harm our business and our prospects.

A change in tax laws in key jurisdictions could materially increase

our tax expense.

We are subject to tax in the U.S. and numerous international

jurisdictions. Changes to income tax laws and regulations in any

of the jurisdictions in which we operate, or in the interpretation of

such laws, or the introduction of new taxes, could significantly

increase our effective tax rate and ultimately reduce our cash

flow from operating activities and otherwise have an adverse

effect on our financial condition or results of operations.

If our tax filing positions were to be challenged by federal, state

and local, or foreign tax jurisdictions, we may not be wholly

successful in defending our tax filing positions.

We 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 result could be significant to our financial

condition or results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

Our Chief Information Security Officer (“CISO”) and the Global

Information Security team (“GIS”) oversee our cybersecurity

program and exercise overall responsibility for the strategic

vision, design, development and implementation of, and

adherence to, the program’s protocols. The comprehensive

program includes policies and procedures designed to protect

our systems, operations and the data entrusted to it from

anticipated threats or hazards. The program applies seven layers

of controls: governance, identification, protection, detection,

response, recovery and third-party vendor management. The

CISO reviews the cybersecurity framework annually as well as on

an event-driven basis, as necessary, and reviews the scope of

cybersecurity measures periodically, including to accommodate

changes in business practices that may implicate security-related

issues.

Protective measures, where appropriate, include, but are not

limited to, physical and digital access controls, software security

and patch management, identity verification, mobile device

management, data loss prevention solutions, employee

cybersecurity awareness communications and best practices

training programs, security baselines and tools to detect and

report anomalous activity, service provider risk assessments,

network monitoring, hardware and software, and data erasure

and media disposal. Measures, policies and standards are

aligned with industry-leading frameworks, such as those

promulgated by the International Organization for

Standardization and the National Institute of Standards and

Technology (“NIST”).

We test our cybersecurity defenses regularly through automated

vulnerability scanning to identify and remediate critical

vulnerabilities. In addition, an independent vendor conducts

annual penetration tests to validate our external security posture.

For certain businesses, we also conduct cyber incident tabletop

exercises involving hypothetical cybersecurity incidents to test

our cyber incident response processes. Tabletop exercises are

conducted by the Information Technology Risk team in

collaboration with outside service providers, as appropriate, and

members of senior management and Legal and Compliance.

Learnings from these tabletop exercises and any events that we

experience are reviewed, discussed, and incorporated into our

cybersecurity risk management processes, as appropriate.

In addition to our internal exercises to test aspects of our

cybersecurity program, we annually engage an independent third

party to assess information system risks and the maturity of our

cyber security program. The independent third party assesses the

cybersecurity program against the Cyber Risk Institute Cyber

Profile, a financial sector-focused framework based on the NIST

Cybersecurity Framework, the results of which are reported to the

Board of Directors and inform our program.

We have a comprehensive cybersecurity incident response and

communication plan (the “IRP”), managed by the Security

Operations Group, which is designed to inform appropriate risk

management and business managers of non-routine suspected

or confirmed information security or cybersecurity events based

on the expected risk an event presents. A team composed of

individuals from several internal technical and managerial

functions may be formed to investigate and remediate such an

event and determine the extent of external advisor support

required, including from external counsel, forensic investigators

and law enforcement agencies. The IRP is reviewed at least

annually.

Cybersecurity is assessed by Information Technology Risk and

approved by the Chief Information Officer (“CIO”) as a component

of our annual, enterprise-wide Risk Control Self Assessment

(“RCSA”) managed by the Operational Risk Group. The RCSA

process is independently verified by the Internal Audit

Department. Additionally, our cybersecurity risk management

process includes reviewing risks discerned from time to time

from both internal events and from external events, alerts and

reports received from a broad variety of sources. Reports from

external sources are also reviewed to formulate risk mitigation

and remediation strategies. The CISO periodically discusses and

reviews cybersecurity risks and related mitigants with the CIO,

the Head of Information Technology Risk and General Counsel

and incorporates relevant cybersecurity risk updates and metrics.

We conduct periodic risk assessments and adjust and enhance

our cybersecurity program in response to the evolving

cybersecurity landscape and to align with regulatory and industry

standards.

We also employ a process designed to periodically assess the

cybersecurity risks associated with the engagement of third-party

vendors and service providers. This assessment is conducted on

the basis of, among other factors, the types of products or

services provided and the extent and type of data accessed or

processed by the third party.

Cybersecurity Governance

Our Board’s Risk and Liquidity Oversight Committee oversees

Jefferies’ enterprise risk management. Oversight includes

annually reviewing and approving the risk management

framework and overarching risk appetite statements, which

includes reviewing technology, cybersecurity and privacy risk and

15		Jefferies Financial Group Inc.

reviewing the steps management has taken to monitor and

control such exposures. The CISO keeps the Board informed

about our security posture and cybersecurity maturity program

on a regular basis, providing updates about the current threat

landscape and related risks, cybersecurity events, significant

incidents and new initiatives.

Our cybersecurity program is periodically assessed by the

Internal Audit Department. The results of these audits are

reported to the Audit Committee. Any resulting findings and

associated actions to address issues are tracked and managed

to completion. In addition, the Information Technology Risk team

provides key risk indicators (“KRIs”) monthly to the Operational

Risk Committee whose members include the CIO, Chief Risk

Officer (“CRO”), Head of Internal Audit and the CISO. The monthly

presentation includes updates on key security incidents and the

trending of cybersecurity KRIs.

Our dedicated GIS team is led by the CISO, who reports to the

CIO. The CISO has extensive experience in cybersecurity and

technology with over twenty years’ experience managing

cybersecurity in the financial and consulting services industries

and is responsible for all aspects of cybersecurity across our

global businesses. The CISO works closely with the CIO, Chief

Financial Officer, CRO and the Legal and Compliance

Departments to develop and advance our cybersecurity strategy.

Item 2. Properties

Our global headquarters and principal executive offices are

located at 520 Madison Avenue, New York, New York, with our

European and the Middle East headquarters in London and our

Asia-Pacific headquarters in Hong Kong and other offices and

operations located across the U.S. and around the world. In

addition, we maintain backup data center facilities with

redundant technologies for each of our three main data center

hubs in Jersey City, London and Hong Kong. We lease all of our

office space, or contract via service arrangement, which

management believes is adequate for our business. The facilities

vary in size and have leases expiring at various times, subject, in

certain instances, to renewal options. Additionally, HomeFed

owns and develops various real estate properties in the U.S.

Item 3. 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 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related

Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are traded on the NYSE under the symbol

JEF. As of January 17, 2025, there were approximately 1,217

record holders of the common shares.

Dividends paid per common share:

	Year Ended November 30,
	2024	2023	2022
First Quarter ...........................................	$0.30	$0.30	$0.30
Second Quarter .....................................	$0.30	$0.30	$0.30
Third Quarter .........................................	$0.35	$0.30	$0.30
Fourth Quarter .......................................	$0.35	$0.30	$0.30

In January 2025, our Board of Directors increased our quarterly

dividend from $0.35 to $0.40 per common share to be paid on

February 27, 2025 to common shareholders of record at

February 14, 2025. The payment of dividends in the future is

subject to the discretion of our Board of Directors and will

depend upon general business conditions, legal and contractual

restrictions on the payment of dividends and other factors that

our Board of Directors may deem to be relevant.

During the year ended November 30, 2024, we purchased a total

of 1.1 million of our common shares for $44.3 million, or an

average price of $40.72 per share, in connection with net-share

settlements under our equity compensation plan. Our equity

compensation plan allows participants to surrender shares to

satisfy certain tax liabilities arising from the vesting of restricted

shares and the distribution of restricted share units.

There were no unregistered sales of equity securities during the

period covered by this report.

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 2024.

November 2024 Form 10-K		16

Stockholder Return Performance Graph

Set forth below is a graph comparing the cumulative total

stockholder return on our common shares against the cumulative

total return of the Standard & Poor’s 500 Stock Index and the

Standard & Poor’s 500 Financials Index for the period

commencing November 30, 2019 to November 30, 2024. Index

data was furnished by S&P Global Market Intelligence. The graph

assumes that $100 was invested on December 31, 2019 in each

of our common stock, the S&P 500 Index and the S&P

500 Financials Index and that all dividends, including quarterly

and special dividends, were reinvested.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Forward-Looking Statements

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 contained in this report under

the caption “Business”;

•the risk factors contained in this report under the caption “Risk

Factors”;

•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. For a further discussion of the factors that may

affect our future operating results, refer to the risk factors

contained in this report under the caption “Risk Factors”.

Our results of operations for the years ended November 30, 2024

(“2024”) and November 30, 2023 (“2023”) are discussed below.

For a discussion of our results of operations for the year ended

November 30, 2022 (“2022”) and our 2023 results of operations

as compared to our 2022 results of operations, refer to

“Management’s Discussion and Analysis of Financial Condition

and Results of Operations” in Part II, Item 7 of our Annual Report

Form 10-K for the year ended November 30, 2023, which was

filed with the SEC on January 26, 2024.

17		Jefferies Financial Group Inc.

Consolidated Results of Operations

Overview

$ in thousands	2024	2023	% Change
Net revenues ........................................	$7,034,803	$4,700,417	49.7%
Non-interest expenses ........................	6,029,257	4,346,148	38.7%
Earnings from continuing operations before income taxes .............................	1,005,546	354,269	183.8%
Income tax expense from continuing operations ..............................................	293,194	91,881	219.1%
Net earnings from continuing operations ..............................................	712,352	262,388	171.5%
Net earnings from discontinued operations (including gain on disposal), net of income taxes ............	3,667	—	N/M
Net losses attributable to noncontrolling interests .......................	(27,364)	(14,846)	84.3%
Net losses attributable to redeemable noncontrolling interests .	—	(454)	(100.0)%
Preferred stock dividends ....................	74,110	14,616	407.0%
Net earnings attributable to common shareholders ..........................................	669,273	263,072	154.4%
Effective tax rate from continuing operations .............................................	29.2%	25.9%
$ in thousands	2023	2022	% Change
Net revenues ........................................	$4,700,417	$5,978,838	(21.4)%
Non-interest expenses ........................	4,346,148	4,923,276	(11.7)%
Earnings from continuing operations before income taxes .............................	354,269	1,055,562	(66.4)%
Income tax expense from continuing operations ..............................................	91,881	273,852	(66.4)%
Net earnings from continuing operations ..............................................	262,388	781,710	(66.4)%
Net losses attributable to noncontrolling interests .......................	(14,846)	(2,397)	519.4%
Net losses attributable to redeemable noncontrolling interests .	(454)	(1,342)	(66.2)%
Preferred stock dividends ....................	14,616	8,281	76.5%
Net earnings attributable to common shareholders ..........................................	263,072	777,168	(66.1)%
Effective tax rate from continuing operations .............................................	25.9%	25.9%

N/M — Not Meaningful

Executive Summary

Consolidated Results

•Net revenues were $7.03 billion for 2024, up 49.7% compared

to $4.70 billion for 2023, reflecting strength across all lines of

business primarily due to market share gains and a stronger

overall market for our services.

•Earnings from continuing operations before income taxes were

$1.01 billion for 2024, up 183.8% compared to $354.3 million

for 2023.

•Our overall results were strong for 2024, driven by strength and

continued momentum in Investment Banking and Equities.

•Net earnings from discontinued operations (including gain on

disposal), net of income taxes were $3.7 million and reflects

the current year results of OpNet offset by a gain on the sale of

OpNet, which closed in August 2024.

Business Results

•Investment banking net revenues were $3.44 billion for 2024,

up 51.6% compared to $2.27 billion for 2023. Advisory net

revenues were $1.81 billion, up 51.1% compared to $1.20

billion for 2023, primarily attributable to market share gains

and increased overall market opportunity. Total underwriting

net revenues were $1.49 billion for 2024, up 53.4% compared

to $970.5 million for 2023, due to increased equity and debt

underwriting activity as a result of a more robust equity and

general capital markets environment.

•Equities net revenues were $1.59 billion for 2024, up 39.8%

compared to $1.14 billion for 2023, attributable to market

share gains, increased volumes and more favorable trading

opportunities driving stronger results across most of our

equities business lines

•Fixed income net revenues were $1.17 billion, up 6.8%

compared to $1.09 billion for 2023, driven by stronger results

from our distressed trading and securitized markets

businesses, partially offset by reduced activity in our global

structured solutions business and less favorable results across

our emerging markets, credit e-trading, corporates, and

municipal securities businesses, which were particularly strong

in the prior fiscal year.

•Asset management net revenues were $803.7 million for 2024,

compared to $188.3 million for 2023. Investment return for

2024 were higher on improved performance across a number

of our investment strategies, partially offset by $36.2 million of

revenue losses associated with our investment in Weiss. Other

investments net revenues for the current year were

meaningfully higher than the prior year largely due to the

inclusion of Stratos and Tessellis in our overall results as these

entities became consolidated subsidiaries in the fourth quarter

of 2023.

Non-interest Expenses

•Compensation and benefits expense was $3.66 billion for

2024, an increase of $1.12 billion, or 44.3%, compared to $2.54

billion for 2023. Compensation and benefits expense as a

percentage of Net revenues was 52.0% for 2024, compared to

53.9% for 2023. The ratio for 2024 was impacted by the

consolidation of Stratos and Tessellis, which have lower

compensation ratios.

•Non-compensation expenses were $2.37 billion for 2024, an

increase of $558.8 million, or 30.9%, compared to $1.81 billion

for 2023. The increase in non-compensation expenses is

primarily attributed to increased brokerage and clearing fees

associated with increased trading volumes and higher

technology and communication and business development

expenses. Other expenses include bad debt expenses largely

related to our losses associated with Weiss Strategy Advisers

upon its shutdown in the first quarter of 2024. In addition, Non-

compensation expenses were higher due to the inclusion of

Stratos and Tessellis as operating subsidiaries, particularly

impacting depreciation and amortization expense, following

the consolidation of these entities in the fourth quarter of 2023,

partially offset by the impact of the spin-off of Vitesse Energy

in January 2023 and sale of Foursight in April 2024. The

increased cost of sales for 2024 reflects increased sales

activity within our HomeFed real estate subsidiary. Non-

compensation expenses as a percentage of Net revenues

improved from 38.5% in 2023 to 33.7% in 2024 as our revenue

growth outpaced expense growth. The ratio includes our Other

investments portfolio, which have higher non-compensation

expense ratios.

November 2024 Form 10-K		18

Headcount

•At November 30, 2024, we had 7,822 employees globally

across all of our consolidated subsidiaries within our

Investment Banking and Capital Markets and Asset

Management reportable segments, an increase of 258

employees from our headcount of 7,564 at November 30, 2023.

Included within our global headcount are 2,063 employees of

our Stratos, Tessellis, HomeFed and M Science subsidiaries.

During the past year, we have increased the number of our

Investment Banking Managing Directors and related staff,

along with additional technology and corporate staff to support

our growth and strategic priorities.

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. Beginning in fiscal 2024, we

now refer to “Merchant banking” as “Other investments” in our

Asset Management reportable segment.

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.

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 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.

	2024		2023
$ in thousands	Amount	% of Net Revenues	Amount	% of Net Revenues	% Change
Advisory ............................	$1,811,634	25.8%	$1,198,916	25.5%	51.1%
Equity underwriting ..........	799,804	11.4	560,243	11.9	42.8
Debt underwriting .............	689,227	9.8	410,208	8.7	68.0
Other investment banking ........................	144,122	2.0	102,851	2.2	40.1
Total Investment Banking ........................	3,444,787	49.0	2,272,218	48.3	51.6
Equities ..............................	1,592,793	22.6	1,139,425	24.2	39.8
Fixed income .....................	1,166,761	16.6	1,092,736	23.2	6.8
Total Capital Markets ......	2,759,554	39.2	2,232,161	47.4	23.6
Total Investment Banking and Capital Markets (1) ..................	6,204,341	88.2	4,504,379	95.7	37.7
Asset management fees and revenues ..............	103,488	1.5	93,678	2.0	10.5
Investment return .............	212,209	3.0	154,461	3.3	37.4
Allocated net interest (2) .	(62,135)	(1.0)	(49,519)	(1.1)	25.5
Other investments, inclusive of net interest .........................	550,107	7.8	(10,275)	(0.2)	N/M
Total Asset Management ...............	803,669	11.3	188,345	4.0	326.7
Other ...................................	26,793	0.5	7,693	0.3	248.3
Net revenues .....................	$7,034,803	100.0%	$4,700,417	100.0%	49.7%
	2023		2022
$ in thousands	Amount	% of Net Revenues	Amount	% of Net Revenues	% Change
Advisory .............................	$1,198,916	25.5%	$1,778,003	29.7%	(32.6)%
Equity underwriting ..........	560,243	11.9	538,947	9.0	4.0
Debt underwriting .............	410,208	8.7	490,873	8.2	(16.4)
Other investment banking ........................	102,851	2.2	63,245	1.1	62.6
Total Investment Banking ........................	2,272,218	48.3	2,871,068	48.0	(20.9)
Equities ..............................	1,139,425	24.2	1,069,701	17.9	6.5
Fixed income .....................	1,092,736	23.2	800,492	13.4	36.5
Total Capital Markets ......	2,232,161	47.4	1,870,193	31.3	19.4
Total Investment Banking and Capital Markets (1) ..................	4,504,379	95.7	4,741,261	79.3	(5.0)
Asset management fees and revenues ...............	93,678	2.0	89,127	1.5	5.1
Investment return .............	154,461	3.3	156,594	2.6	(1.4)
Allocated net interest (2) .	(49,519)	(1.1)	(54,429)	(0.9)	(9.0)
Other investments, inclusive of net interest .........................	(10,275)	(0.2)	1,052,199	17.6	N/M
Total Asset Management ...............	188,345	4.0	1,243,491	20.8	(84.9)
Other ...................................	7,693	0.3	(5,914)	(0.1)	N/M
Net revenues .....................	$4,700,417	100.0%	$5,978,838	100.0%	(21.4)%

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.

19		Jefferies Financial Group Inc.

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-

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 business opportunities.

Investment banking net revenues were $3.44 billion for 2024, up

51.6% compared to $2.27 billion for 2023. We have made

extensive investments in our investment banking business,

including a significant number of professional hires, particularly

at the managing director level, and have expanded our

capabilities across sectors and regions, which has led to market

share gains.

	Deals Completed
	2024	2023	2022
Advisory transactions ....................	364	287	364
Public and private equity and convertible offerings ..................	243	182	166
Public and private debt financings ....................................	1,080	699	653

	Aggregate Value
$ in millions	2024	2023	2022
Advisory transactions ....................	$359.2	$259.1	$336.7
Public and private equity and convertible offerings ..................	83.5	59.6	37.8
Public and private debt financings ....................................	516.1	213.6	250.6

Advisory net revenues were $1.81 billion for 2024, up 51.1%

compared to $1.20 billion for 2023, driven by market share gains

attributable to an increase in transaction levels across most

sectors in the global mergers and acquisitions markets.

Total underwriting net revenues were $1.49 billion for 2024, up

53.4% compared to $970.5 million for 2023, due to increased

equity and debt underwriting activity as a result of a more robust

equity and general capital markets environment.

Other investment banking net revenues were $144.1 million for

2024, compared to $102.9 million for 2023. Results from our

share of the net earnings of our Jefferies Finance joint venture

increased, as net revenues were slightly improved and certain

investment and loan losses incurred in 2023 were not repeated.

Revenues from our share of the net earnings of our Berkadia joint

venture increased from the prior year period primarily driven by

higher interest income and servicing fees attributable to a larger

and growing loan servicing portfolio, as well as an increase in

sales volumes. In addition, during the current year, we recognized

a $24.2 million gain from the sale of Foursight. Other investment

banking revenue also includes net gains on investments and

revenue from our strategic alliance with SMBC.

Our investment banking backlog remains robust and we see

signs that underwriting and mergers and acquisitions activity in

the upcoming year will remain strong, although execution is

always uncertain and dependent on market conditions. 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.

Equities net revenues were $1.59 billion for 2024, an increase of

39.8% compared to $1.14 billion in 2023, attributable to market

share gains, increased volumes and more favorable trading

opportunities driving stronger results across most of our equities

business lines. Results in our cash and electronic trading

businesses significantly increased over the prior year period.

Results in our prime services business were also strong and

revenue from equity derivative transactions has continued to

grow as the business continues to mature.

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.

November 2024 Form 10-K		20

Fixed income net revenues were $1.17 billion for 2024, up 6.8%

compared to $1.09 billion in 2023, driven by stronger results from

our distressed trading and securitized markets businesses,

partially offset by reduced activity in our global structured

solutions business and lower results across our emerging

markets, credit e-trading, corporates, and municipal securities

businesses, which were particularly strong in the prior fiscal year.

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.

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 (Stratos

consolidated from the beginning of the fourth quarter of 2023)

and telecommunications activities related to Tessellis

(consolidated at the end of the fourth quarter of 2023) as well

as OpNet (from the at the end of the fourth quarter of 2023

through its sale in August 2024) and investments in certain

public equity securities and private companies. Prior fiscal

years include revenues from oil and gas activities until the spin-

off of our interest in Vitesse Energy in January 2023.

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, varies 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.

$ in thousands	2024	2023	% Change
Asset management fees:
Equities .................................................	$5,145	$3,785	35.9%
Multi-asset ............................................	45,555	30,082	51.4%
Total asset management fees ..........	50,700	33,867	49.7%
Revenue from strategic affiliates (1)	52,788	59,811	(11.7)%
Total asset management fees and revenues ..........................................	103,488	93,678	10.5%
Investment return ................................	212,209	154,461	37.4%
Other investments ...............................	550,107	(10,275)	N/M
Allocated net interest ..........................	(62,135)	(49,519)	25.5%
Total Asset Management ..................	$803,669	$188,345	326.7%
$ in thousands	2023	2022	% Change
Asset management fees:
Equities .................................................	$3,785	$7,198	(47.4)%
Multi-asset ............................................	30,082	16,327	84.2%
Total asset management fees ..........	33,867	23,525	44.0%
Revenue from strategic affiliates (1)	59,811	65,602	(8.8)%
Total asset management fees and revenues ..........................................	93,678	89,127	5.1%
Investment return ................................	154,461	156,594	(1.4)%
Other investments ...............................	(10,275)	1,052,199	N/M
Allocated net interest ..........................	(49,519)	(54,429)	(9.0)%
Total Asset Management ..................	$188,345	$1,243,491	(84.9)%

(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.

Asset management fees and revenues were $103.5 million for

2024, compared to $93.7 million for 2023, reflecting higher

management and performance fees on funds managed by us,

partially offset by a decrease in revenues from our strategic

affiliates.

Investment return was $212.2 million for 2024, compared to

$154.5 million for 2023, with the increase driven by improved

returns generated across a number of our fund strategies,

partially offset by losses of $36.2 million associated with our

investment in Weiss.

Other investments net revenues were $550.1 million for 2024,

compared to negative net revenues of $(10.3) million for 2023,

with the increase primarily driven by the consolidation of Stratos

and Tessellis in the fourth quarter of 2023, partially offset by the

spin-off of Vitesse Energy in January 2023. Additionally, during

the current year, Other investments net revenues include net

gains on investment positions compared to losses  recognized in

the prior fiscal year on certain positions.

21		Jefferies Financial Group Inc.

Assets Under Management

Aggregate net asset values or net asset value equivalent assets

under management:

$ in millions	2024	2023
Seed capital net asset values of investments .................	$1,761	$1,763
Financed net asset values of investments ......................	1,174	1,785
Net asset values of investments (1) ..................................	2,935	3,548
Assets under management by affiliated asset managers with revenue sharing arrangements (2) ....	19,498	22,379
Third-party and other investments actively managed by our wholly-owned managers (3) ....................................	2,596	2,100
Total aggregate net asset values or net asset value equivalent assets under management ........................	$25,029	$28,027

(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 businesses.

(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 businesses.

The tables below include third-party and other assets under

management by us, excluding those of our affiliated asset

managers.

Assets under management by predominant asset class:

$ in millions	2024	2023
Assets under management:
Equities ..........................................................................	$473	$448
Multi-asset ....................................................................	2,123	1,606
Total ...............................................................................	$2,596	$2,054

Change in assets under management:

$ in millions	2024	2023
Assets under management:
Balance, beginning of period ......................................	$2,054	$1,248
Net cash inflows ...........................................................	442	693
Net market appreciation (depreciation) ...................	100	113
Balance, end of period ................................................	$2,596	$2,054

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	2024	2023
Jefferies Financial Group Inc.; as manager:
Fund investments (1) ...................................................	$199,248	$179,533
Separately managed accounts (2) ............................	177,998	187,350
Total ...............................................................................	$377,246	$366,883
Strategic affiliates; as manager:
Fund investments (1) ...................................................	$944,940	$936,743
Separately managed accounts (2) ............................	439,043	458,894
Investments in asset managers .................................	81,403	40,363
Total ...............................................................................	$1,465,386	$1,436,000
Total asset management investments ...................	$1,842,632	$1,802,883

(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

November 30, 2024 and 2023, $11.3 million and $11.9 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

$ in thousands	2024	2023	% Change
Compensation and benefits ...........	$3,659,588	$2,535,272	44.3%
Brokerage and clearing fees ..........	432,721	366,702	18.0
Underwriting costs ..........................	68,492	61,082	12.1
Technology and communications	546,655	477,028	14.6
Occupancy and equipment rental .	118,611	106,051	11.8
Business development ...................	283,459	177,541	59.7
Professional services .....................	296,204	266,447	11.2
Depreciation and amortization ......	190,326	112,201	69.6
Cost of sales ....................................	206,283	29,435	600.8
Other ..................................................	226,918	214,389	5.8
Total non-interest expenses .........	$6,029,257	$4,346,148	38.7%
$ in thousands	2023	2022	% Change
Compensation and benefits ...........	$2,535,272	$2,589,044	(2.1)%
Brokerage and clearing fees ..........	366,702	347,805	5.4
Underwriting costs ..........................	61,082	42,067	45.2
Technology and communications	477,028	444,011	7.4
Occupancy and equipment rental .	106,051	108,001	(1.8)
Business development ...................	177,541	150,500	18.0
Professional services .....................	266,447	240,978	10.6
Depreciation and amortization ......	112,201	172,902	(35.1)
Cost of sales ....................................	29,435	440,837	(93.3)
Other ..................................................	214,389	387,131	(44.6)
Total non-interest expenses .........	$4,346,148	$4,923,276	(11.7)%

November 2024 Form 10-K		22

Total Non-interest Expenses

Non-interest expenses were $6.03 billion for 2024, an increase of

$1.68 billion, or 38.7%, compared to $4.35 billion for 2023,

primarily due to an increase in overall business activity and

compensation expense. Non-compensation expenses are also

impacted by the inclusion of Stratos and Tessellis as operating

subsidiaries following the consolidation of these entities in the

fourth quarter of 2023, partially offset by the impact of the spin-

off of Vitesse Energy in January 2023 and the sale of Foursight in

April 2024.

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 market and

performance conditions and the awards are amortized over their

service periods.

Compensation and benefits expense was $3.66 billion for 2024

compared to $2.54 billion for 2023. A significant portion of our

compensation expense is highly variable with net revenues.

Compensation and benefits expense as a percentage of Net

revenues was 52.0% for 2024 and 53.9% for 2023. The ratio for

2024 was impacted by the consolidation of Stratos and Tessellis,

which have much lower compensation rates proportionate to net

revenues.

Compensation expense related to the amortization of share- and

cash-based awards amounted to $513.7 million for 2024

compared to $370.0 million for 2023.

At November 30, 2024, we had 7,822 employees globally across

all of our consolidated subsidiaries within our Investment

Banking and Capital Markets and Asset Management reportable

segments, an increase of 258 employees from our headcount of

7,564 at November 30, 2023. Included within our global

headcount are 2,063 employees of our Stratos, Tessellis,

HomeFed, and M Science subsidiaries. During the past year, we

have increased the number of our Investment Banking Managing

Directors and related staff along with additional technology and

corporate staff to support our growth and strategic priorities.

Refer to Note 15, Compensation Plans included in this Annual

Report on Form 10-K, for further details on compensation and

benefits.

Non-interest Expenses (Excluding Compensation and Benefits)

Non-interest expenses, excluding Compensation and benefits, as

a percentage of Net revenues improved from 38.5% in 2023 to

33.7% in 2024 as our revenue growth outpaced expense growth.

The ratio includes our Other investments portfolio, which has a

higher non-compensation expense ratio.

Non-interest expenses was impacted by the following:

•Brokerage and clearing fees were higher by $66.0 million due

to increased trading volumes.

•Technology and communication were higher by $69.6 million

related to the continued development of various trading and

management systems and increased market data costs.

•Business development was higher by $105.9 million reflecting

increased investment banking advisory and capital markets

underwriting activity.

•Professional services expenses were higher by $29.8 million

primarily on increased transaction related legal fees

associated with capital markets transaction and litigation as

well as consulting fees paid to outsourced vendors related to

strategic technology investment initiatives.

•Cost of sales and depreciation and amortization expenses

were higher by $255.0 million primarily reflecting the

consolidation of Stratos and Tessellis, partially offset by the

spin-off of Vitesse Energy in January 2023 and sale of

Foursight in April 2024.

Income Taxes

•The provision for income taxes on continuing operations was

$293.2 million for 2024, equating to an effective tax rate of

29.2%, compared to $91.9 million for 2023, equating to an

effective tax rate of 25.9%. The higher rate for 2024 is largely

due to a smaller tax benefit from share-based awards in the

current year.

•The Organization for Economic Co-operation and Development

(“OECD”) Pillar Two Model Rules (“Pillar Two”) for the global

15% minimum tax have been adopted in a number of

jurisdictions in which we operate. Pillar Two will be applicable

to us beginning December 1, 2024 and we do not expect a

material impact on our income tax expense for the year ended

November 30, 2025.

Refer to Note 20, Income Taxes in our consolidated financial

statements included in this Annual Report on Form 10-K, for

further details on income taxes.

Accounting Developments

For a discussion of recently issued accounting developments and

their impact on our consolidated financial statements, refer to

Note 3, Accounting Developments in our consolidated financial

statements included in this Annual Report on Form 10-K.

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.

23		Jefferies Financial Group Inc.

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 this Annual Report on Form 10-

K.

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 in our Consolidated Statements

of Earnings.

For information on the composition of our Financial instruments

owned and Financial instruments sold, not yet purchased

recorded at fair value, refer to Note 6, Fair Value Disclosures in

our consolidated financial statements included in this Annual

Report on Form 10-K.

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 and Note 6,

Fair Value Disclosures in our consolidated financial statements

included in this Annual Report on Form 10-K 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 Annual Report on Form 10-K.

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

November 2024 Form 10-K		24

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

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.

In the first quarter of 2023, we performed a valuation of our

equity method investment in Golden Queen as forecasts of the

expected future production of gold and silver from its mine had

declined from previous periods. Our estimate of fair value was

based on a discounted cash flow analysis, which included

management’s projections of future Golden Queen cash flows

and a discount rate of 11.0%. As a result, an impairment loss of

$22.1 million was recorded in Other income for the three months

ended February 28, 2023. During the three months ended May 31,

2023, we recognized an additional impairment loss of $7.3

million primarily due to further declines in cash flows at Golden

Queen resulting in a carrying value our investment of $16.8

million at May 31, 2023. During the three months ended August

31, 2023, we recognized an additional impairment loss of $27.8

million, which reduced the carrying value of our investment to

zero and also reduced the carrying value of shareholder loans to

Golden Queen to $8.8 million at August 31, 2023. The impairment

for the three months ended August 31, 2023 was primarily based

on our estimate of what could be recognized in a sale transaction

for the investment. In the fourth quarter of 2023, we sold Golden

Queen and recognized a gain of $1.7 million on the sale.

We had an equity method interest in Stratos with rights to a

majority of all distributions in respect of Stratos. In the fourth

quarter of 2022, we had a triggering event to test our investment

in Stratos for impairment. We estimated the fair value of our

equity interest in Stratos based primarily on a discounted cash

flow valuation model. The discounted cash flow valuation model

used inputs including management’s projections of future Stratos

cash flows and a discount rate of 23.0%. The estimated fair value

of our equity investment in Stratos was $61.7 million as of the

date of our impairment evaluation, which was $25.3 million lower

than our prior carrying value. We concluded that the decline in fair

value was other than temporary and as result incurred a $25.3

million impairment charge. During 2023, we obtained 100% of the

interests in Stratos and now account for Stratos as a wholly

owned subsidiary. Refer to Note 4, Business Acquisitions in our

consolidated financial statements included in this Annual Report

on Form 10-K.

Goodwill

At November 30, 2024, goodwill recorded in our Consolidated

Statements of Financial Condition is $1.83 billion (2.8% of total

assets). The nature and accounting for goodwill is discussed in

Note 2, Summary of Significant Accounting Policies, and Note 13,

Goodwill and Intangible Assets, in our consolidated financial

statements included in this Annual Report on Form 10-K.

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:

	November 30,
$ in millions	2024	2023
Investment banking ...................................................................	$700.7	$700.2
Equities and wealth management ...........................................	255.4	255.3
Fixed income ..............................................................................	576.9	576.6
Asset management ...................................................................	143.0	143.0
Other investments .....................................................................	151.9	172.8
Total.............................................................................................	$1,827.9	$1,847.9

Refer to Note 4, Business Acquisitions and Note 13, Goodwill and

Intangible Assets in our consolidated financial statements

included in this Annual Report on Form 10-K for further details on

goodwill.

25		Jefferies Financial Group Inc.

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

spin-off of Vitesse Energy in January 2023 and the sales of

Golden Queen in November 2023, 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 year ended November 30, 2024, we

returned an aggregate of $347.3 million to shareholders primarily

in the form of $303.0 million in cash dividends and the

repurchases of $1.1 million common shares for a total of $44.3

million at a weighted average price of $40.72 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.

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.

	November 30,
$ in millions	2024	2023	% Change
Total assets................................................	$64,360.3	$57,905.2	11.1%
Cash and cash equivalents ......................	12,153.4	8,526.4	42.5
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations ....................	1,132.6	1,414.6	(19.9)
Financial instruments owned ..................	24,138.3	21,747.5	11.0
Financial instruments sold, not yet purchased ..............................................	11,007.3	11,251.2	(2.2)
Total Level 3 assets ..................................	734.2	680.6	7.9
Securities borrowed ..................................	$7,213.4	$7,192.1	0.3%
Securities purchased under agreements to resell ............................	6,179.7	5,950.5	3.9
Total securities borrowed and securities purchased under     agreements to resell ...........................	$13,393.1	$13,142.6	1.9%
Securities loaned .......................................	$2,540.9	$1,840.5	38.1%
Securities sold under agreements to repurchase ............................................	12,337.9	10,920.6	13.0
Total securities loaned and securities sold under agreements to     repurchase ............................................	$14,878.8	$12,761.1	16.6%

Total assets at November 30, 2024 and 2023 were $64.36 billion

and $57.91 billion, respectively, an increase of 11.1%. During

2024, average total assets were approximately 10.3% higher than

total assets at November 30, 2024. 

Our total Financial instruments owned inventory was $24.14

billion and $21.75 billion at November 30, 2024 and 2023,

respectively. During the year ended November 30, 2024, our total

Financial instruments owned increased primarily due to the

increase in corporate equity securities. Financial instruments

sold, not yet purchased inventory was $11.01 billion at

November 30, 2024, a decrease of 2.2% from $11.25 billion at

November 30, 2023, with the decrease primarily driven by

decreases in sovereign obligations and derivative contracts,

partially offset by increases in corporate equity and debt

securities. Our overall net inventory position was $13.13 billion

and $10.50 billion at November 30, 2024 and 2023, respectively,

with the increase primarily due to an increases in corporate

equity securities.

Level 3 assets:

$ in millions	November 30, 2024	Percent	November 30, 2023	Percent
Investment Banking ............	$146.7	20.0%	$129.3	19.0%
Equities and Fixed Income .	312.2	42.5	337.2	49.5
Asset Management (1) .......	256.2	34.9	198.4	29.2
Other ......................................	19.1	2.6	$15.7	2.3
Total ......................................	$734.2	100.0%	$680.6	100.0%

(1)At November 30, 2024 and 2023, $218.3 million and $121.4 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 2024 were 34.4% higher than the November 30,

2024 balance. Our average month end balance of total repos and

stock loans during 2024 were 23.8% higher than the

November 30, 2024 balance.

November 2024 Form 10-K		26

Select information related to repurchase agreements:

	Year Ended
$ in millions ......................................................................	2024	2023
Securities Purchased Under Agreements to Resell:
Year end ...........................................................................	$6,180	$5,951
Month end average .........................................................	8,910	7,681
Maximum month end .....................................................	10,978	10,767
Securities Sold Under Agreements to Repurchase: .
Year end ...........................................................................	$12,338	$10,921
Month end average .........................................................	15,197	13,556
Maximum month end .....................................................	20,971	17,981

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:

	November 30,
$ in millions	2024	2023
Total assets ..................................................................	$64,360	$57,905
Total equity ...................................................................	$10,225	$9,802
Total shareholders’ equity ..........................................	$10,157	$9,710
Deduct: Goodwill and intangible assets ....................	(2,054)	(2,045)
Tangible shareholders’ equity ...................................	$8,103	$7,665
Leverage ratio (1) .........................................................	6.3	5.9
Tangible gross leverage ratio (2) ...............................	7.7	7.3

(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.

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 $21.66 billion at November 30, 2024

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.

27		Jefferies Financial Group Inc.

•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.

•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 November 30, 2024, 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	November 30, 2024	Average Balance Quarter Ended  November 30, 2024 (1)	November 30, 2023
Cash and cash equivalents:
Cash in banks .............................................	$3,925,535	$5,070,837	$2,606,673
Money market investments (2) ...............	8,227,879	5,089,187	5,919,690
Total cash and cash equivalents ............	12,153,414	10,160,024	8,526,363
Other sources of liquidity:
Debt securities owned and securities purchased under agreements to resell (3) ................................................	1,287,564	1,415,863	1,472,524
Other (4) ......................................................	573,042	717,178	456,341
Total other sources ...................................	1,860,606	2,133,041	1,928,865
Total cash and cash equivalents and other liquidity sources .......................	$14,014,020	$12,293,065	$10,455,228
Total cash and cash equivalents and other liquidity sources as % of Total assets ....................................................	21.8%		18.1%
Total cash and cash equivalents and other liquidity sources as % of Total assets less goodwill and intangible assets ....................................................	22.5%		18.7%

(1)Average balances are calculated based on weekly balances.

(2)At November 30, 2024 and 2023, $8.21 billion and $5.90 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 November 30, 2024 and

2023 are primarily invested in AAA-rated prime money funds. The average

balance of U.S. government money funds for the quarter ended November 30,

2024 was $5.07 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.

November 2024 Form 10-K		28

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 November 30, 2024, we had the ability to readily

obtain repurchase financing for 77.0% 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:

	November 30,
	2024		2023
$ in thousands	Liquid Financial Instruments	Unencumbered Liquid Financial Instruments (2)	Liquid Financial Instruments	Unencumbered Liquid Financial Instruments (2)
Corporate equity securities .............	$5,280,920	$781,490	$4,062,977	$652,131
Corporate debt securities .............	5,179,229	339,500	4,785,701	171,457
U.S. government, agency and municipal securities .............	4,061,773	75,911	3,852,232	111,423
Other sovereign obligations ..........	1,361,762	1,044,630	1,562,346	1,120,074
Agency mortgage- backed securities (1) .......	2,695,282	—	3,220,918	—
Loans and other receivables ..........	978	—	210,373	—
Total ...........................	$18,579,944	$2,241,531	$17,694,547	$2,055,085

(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.

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. During 2024, an

average of approximately 61.0% 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 November 30, 2024.

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 November 30, 2024, 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 $1.25 billion and $787.9

million for 2024 and 2023, respectively.

At November 30, 2024 and 2023, our borrowings under bank

loans in Short-term borrowings were $414.5 million and

$937.1 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 November 30, 2024,

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 November 30, 2024, 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 December 2024 to October 2026.

For additional details on our repurchase agreement financing

program, refer to Note 10, Variable Interest Entities in our

consolidated financial statements included in this Annual Report

on Form 10-K.

29		Jefferies Financial Group Inc.

Total Long-Term Capital

At November 30, 2024 and 2023, we had total long-term capital

of $21.66 billion and $17.70 billion, respectively, resulting in a

long-term debt to equity capital ratio of 1.12:1 and 0.81:1,

respectively. Refer to “Equity Capital” herein for further

information on our change in total equity.

	November 30,
$ in thousands	2024	2023
Unsecured Long-Term Debt (1) ..................................	$11,430,610	$7,902,079
Total Mezzanine Equity ...............................................	406	406
Total Equity ...................................................................	10,224,987	9,802,135
Total Long-Term Capital ............................................	$21,656,003	$17,704,620

(1)The amounts at November 30, 2024 and 2023 exclude our secured long-term

debt. The amount at November 30, 2023 excludes $544.2 million of our 1%

Euro Medium Term Notes as the note fully matured on July 19, 2024. The

amount at November 30, 2024 excludes $8.5 million of our 5.500% Callable

Note as the note matures 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

amounts at November 30, 2024 and 2023 exclude $157.6 million and $51.0

million, respectively, of structured notes as the senior notes mature within one

year.

Long-Term Debt

During 2024, long-term debt increased by $3.83 billion to $13.53

billion at November 30, 2024, as presented in our Consolidated

Statements of Financial Condition. This increase is primarily due

to proceeds of $3.98 billion from the issuances of unsecured

senior notes, $487.0 million from net issuances of structured

notes, $254.8 million from increased subsidiaries borrowings,

and valuation losses on structured notes of $175.7 million. These

increases were partially offset by a $350.0 million paydown of a

revolving credit facility and repayments of $720.5 million on our

unsecured senior notes.

At November 30, 2024, our unsecured long-term debt has a

weighted average maturity of approximately 7.5 years.

At November 30, 2024 and 2023 our borrowings under several

credit facilities classified within Long-term debt in our

Consolidated Statements of Financial Condition amounted to

$775.3 million and $735.2 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 November 30, 2024,

we were in compliance with all covenants under theses credit

facilities.

For further information, refer to Note 18, Borrowings, in our

consolidated financial statements included in this Annual Report

on Form 10-K.

Our long-term debt ratings at November 30, 2024 are as follows:

	Rating	Outlook
Moody’s Investors Service .........................................	Baa2	Stable
Standard & Poor’s ........................................................	BBB	Stable
Fitch Ratings .................................................................	BBB+	Stable

	Jefferies LLC		Jefferies International Limited		Jefferies GmbH
	Rating	Outlook	Rating	Outlook	Rating	Outlook
Moody’s Investors Service ..........	Baa1	Stable	Baa1	Stable	Baa1	Stable
Standard & 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 November 30, 2024, 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 $120.1 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 November 30, 2024 and 2023, we had 565,000,000 authorized

shares of voting common stock with a par value of $1.00 per

share and had 205,504,272 and 210,626,642 common shares

outstanding, respectively. At November 30, 2024, we had

15,768,229 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 2024. Treasury stock repurchases

during 2024 represent repurchases of common stock for net-

share withholding under our equity compensation plan.

In February 2023, our mandatorily redeemable convertible

preferred shares were converted into 4,654,362 common shares.

November 2024 Form 10-K		30

Dividends

Year Ended November 30, 2024
Declaration Date	Record Date	Payment Date	Per Common Share Amount
January 8, 2024	February 16, 2024	February 27, 2024	$0.30
March 27, 2024	May 20, 2024	May 30, 2024	$0.30
June 26, 2024	August 19, 2024	August 30, 2024	$0.35
September 25, 2024	November 18, 2024	November 27, 2024	$0.35
Year Ended November 30, 2023
Declaration Date	Record Date	Payment Date	Per Common Share Amount
January 9, 2023	February 13, 2023	February 24, 2023	$0.30
March 28, 2023	May 15, 2023	May 26, 2023	$0.30
June 27, 2023	August 14, 2023	August 25, 2023	$0.30
September 27, 2023	November 13, 2023	November 28, 2023	$0.30

On January 8, 2025, the Board of Directors increased our

quarterly dividend from $0.35 to $0.40 per common share to be

paid on February 27, 2025 to common shareholders of record at

February 14, 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. During the year-

ended November 30, 2023, SMBC exchanged 21.0 million shares

of voting common stock for 42,000 shares of Series B Preferred

Stock and we received cash of $31.5 million in connection with

the exchange. As a result of the exchange, our equity attributed

to our voting common stock decreased by $21.0 million, our

equity attributed to the Series B Preferred Stock increased by

$42,000 and additional paid-in capital increased by $52.4 million.

On June 20, 2024, SMBC exchanged an additional 6.6 million

shares of voting common stock for 13,125 shares of Series B

Preferred Stock and we received $9.8 million from SMBC in

connection with the exchange. Following this exchange, SMBC

increased its ownership to 11.8% of our common stock on an as-

converted basis and 10.9% on a fully-diluted, as-converted basis.

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 November 30, 2024, SMBC owns

approximately 15.8% of our common stock on an as-converted

basis and 14.5% on a fully-diluted, as-converted basis. Refer to

Note 24, Related Party Transactions for further information

regarding transactions with SMBC.

During the year ended November 30, 2024 and 2023, we paid

cash dividends of $31.9 million and $12.6 million, respectively,

with respect to the Series B Preferred Stock.

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.

31		Jefferies Financial Group Inc.

At November 30, 2024, Jefferies LLC’s and JFSI’s  net capital and

excess net capital were as follows (in thousands):

$ in thousands	Net Capital	Excess Net Capital
Jefferies LLC .................................................................	$2,018,251	$1,879,220
JFSI - SEC ......................................................................	348,588	325,511
JFSI - CFTC ...................................................................	348,588	322,144

In addition, the equivalent capital requirements for Jefferies

International Limited, on a consolidated basis, is a total capital of

$1,781.0 million and an excess capital of $1,054.0 million at

November 30, 2024.

At November 30, 2024, 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 November 30, 2024,

Jefferies LLC had $142.6 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 November 30, 2024,

Jefferies LLC had $581.9 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

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,

2023 and Note 6, Fair Value Disclosures and Note 7, Derivative

Financial Instruments in our consolidated financial statements

included in this Annual Report on Form 10-K.

Contractual Obligations

Subsequent to November 30, 2024 and on or before January 31,

2025, we expect to make cash payments of $1.82 billion related

to year-end compensation awards for fiscal 2024. Refer to Note

15, Compensation Plans in our consolidated financial statements

included in this Annual Report on Form 10-K for further

information.

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,

November 2024 Form 10-K		32

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

Our Board of Directors (“Board”) and Risk and Liquidity Oversight

Committee (“Committee”). Our Board and Committee play an

important role in reviewing our risk management process and

risk appetite. The Committee assists the Board in its oversight of:

(i) our enterprise risk management, (ii) our capital, liquidity and

funding guidelines and policies and (iii) the performance of our

Global Chief Risk Officer (“CRO”). Our CRO and Global Treasurer

meet with the Committee on no less than a quarterly basis to

present our risk profile and liquidity profile and to respond to

questions. Our Chief Information Officer also meets with the

Committee at least semi-annually to receive and review reports

related to any exposure to cybersecurity risk and our plans and

programs to mitigate and respond to cybersecurity risks.

Additionally, our risk management team continuously monitors

our various businesses, the level of risk the businesses are taking

and the efficacy of potential risk mitigation strategies and

presents this information to our senior management and the

Committee.

Our Board also fulfills its risk oversight role through the

operations of its various committees, including its Audit

Committee. The Audit Committee has responsibility for risk

oversight in connection with its review of our financial

statements, internal audit function and internal control over

financial reporting, as well as assisting the Board with our legal

and regulatory compliance and overseeing our Code of Business

Practice. The Audit Committee is also updated on risk controls at

each of its regularly scheduled meetings.

Internal Audit, which reports to the Audit Committee of the Board

and includes professionals with a broad range of audit and

industry experience, including risk management expertise, is

responsible for independently assessing and validating key

controls within our risk management framework.

We make extensive use of internal committees to govern risk

taking and ensure that business activities are properly identified,

assessed, monitored and managed. The Risk Management

Committee (“RMC”) and membership comprises our Chief

Executive Officer, President, CFO, CRO and Global Treasurer. Our

other risk related committees govern risk taking and ensure that

business activities are properly managed for their area of

oversight.

Risk Committees

•Risk Management Committee (RMC) - the principal committee

that governs our risk taking activities. The RMC meets weekly

to discuss our risk profile and discuss business or market

trends and their potential impact on the business. The RMC

approves our limits as a whole and across risk categories and

business lines, reviews limit breaches, approves risk policies

and stress testing methodologies and is supported by other

Committees including:

◦Credit Risk Committee - provides review and approval of

counterparties and credit limits.

◦Model Governance Committee - oversees all model risk

matters throughout the model life cycle, from model

identification and initiation, model development, model

validation/approval and model risk control.

◦Stress Testing Committee - provides review, approval and

oversees implementation of our stress testing framework

and methodologies.

•Operating Committee - brings together the managers of all

control areas and the business line chief operating officers,

whereby each department presents issues regarding current

and proposed business. This committee provides the key

forum for coordination and communication between the

control managers entirely focused on our activities as a whole.

•Asset / Liability Committee - seeks to ensure effective

management and control of the balance sheet in terms of risk

profile, adequacy of capital and liquidity resources and funding

profile and strategy. The committee is responsible for

developing, implementing and enforcing our liquidity, funding

and capital policies. This includes recommendations for

capital and balance sheet size, as well as the allocation of

capital to our businesses.

•Independent Price Verification Committee - establishes our

valuation policies and procedures and is responsible for

independently validating the fair value of our financial

instruments. The committee, which comprises stakeholders

represented by the CFO, Internal Audit, Risk Management and

Controllers, meets monthly to assess and approve the results

of our inventory price testing.

•New Business Committee - reviews new business, products and

activities and extensions of existing businesses, products and

activities that may introduce materially different or greater

risks than those of a business’ existing activities. The new

business approval process is a key control over new business

activity. The objectives are to notify all relevant functions of the

intention to introduce a new product, business or activity, to

share information between functions and to ensure there is a

thorough understanding of the proposal.

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.

33		Jefferies Financial Group Inc.

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.

As with all measures of VaR, our estimate has inherent

limitations due to the assumption that historical changes in

market conditions are representative of the future. Furthermore,

the VaR model measures the risk of a current static position over

a one-day horizon and might not capture the market risk over a

longer time horizon where moves may be more extreme.

Previous changes in market risk factors may not generate

accurate predictions of future market movements. While we

believe the assumptions and inputs in our risk model are

reasonable, we could incur losses greater than the reported VaR.

Consequently, this VaR estimate is only one of a number of tools

we use in our daily risk management activities.

	VaR at November 30, 2024	Daily Firmwide VaR
$ in millions		Daily VaR for 2024
Risk Categories		Average	High	Low
Interest Rates and Credit   Spreads .............................	$4.30	$5.69	$8.25	$2.58
Equity Prices ........................	8.31	11.41	20.69	7.76
Currency Rates ....................	0.84	0.67	2.82	0.24
Commodity Prices ..............	0.41	0.44	1.38	0.15
Diversification Effect (1) ....	(2.19)	(5.08)	N/A	N/A
Firmwide VaR (2) ................	$11.67	$13.13	$18.70	$9.33

	VaR at November 30, 2023	Daily Firmwide VaR
$ in millions		Daily VaR for 2023
Risk Categories		Average	High	Low
Interest Rates and Credit   Spreads .............................	$5.35	$7.66	$12.02	$4.31
Equity Prices ........................	8.76	10.39	16.19	6.53
Currency Rates ....................	1.29	0.55	2.26	0.04
Commodity Prices ..............	1.02	0.31	2.59	0.07
Diversification Effect (1) ....	(4.23)	(5.34)	N/A	N/A
Firmwide VaR (2) ................	$12.19	$13.57	$19.93	$9.12

(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 using the past 365 days of

historical data:

	VaR at November 30, 2024	Daily Capital Markets VaR
$ in millions		Daily VaR for 2024
Risk Categories		Average	High	Low
Interest Rates and Credit   Spreads .............................	$4.33	$5.66	$11.88	$0.98
Equity Prices ........................	7.27	7.00	18.85	4.18
Currency Rates ....................	0.52	0.45	0.90	0.11
Commodity Prices ..............	—	0.01	0.03	—
Diversification Effect (1) ....	(5.69)	(4.59)	N/A	N/A
Capital Markets VaR (2) ....	$6.43	$8.53	$12.47	$5.52

	VaR at November 30, 2023	Daily Capital Markets VaR
$ in millions		Daily VaR for 2023
Risk Categories		Average	High	Low
Interest Rates and Credit   Spreads .............................	$4.75	$7.11	$11.79	$4.01
Equity Prices ........................	4.02	6.70	10.68	3.83
Currency Rates ....................	0.71	0.29	0.78	0.01
Commodity Prices ..............	—	0.01	0.71	—
Diversification Effect (1) ....	(2.88)	(4.98)	N/A	N/A
Capital Markets VaR (2) ....	$6.60	$9.13	$11.94	$6.34

(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.

November 2024 Form 10-K		34

Our average daily firmwide VaR decreased to $13.13 million for 2024 from $13.57 million for 2023 driven by overall lower interest rate

and credit spread exposures across the capital markets desks, partially offset by an increase in equity exposure in our asset

management business. The average daily capital markets VaR decreased to $8.53 million for 2024 from $9.13 million for 2023 driven

by lower interest rate and credit spread exposures.

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 2024, there was one day when the aggregate net trading loss exceeded the 95% one

day VaR.

The chart below presents our daily firmwide VaR and capital markets VaR over the last four quarters. In the last quarter of 2024, VaR

increase was driven by average increase in equity exposures in asset management. 

Daily Net Trading Revenue

There were 19 days with firmwide trading losses out of a total of 251 trading days in 2024. The histogram below presents the

distribution of our actual daily net trading revenue for substantially all of our trading activities for 2024 (in millions):

35		Jefferies Financial Group Inc.

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 November 30, 2024:

$ in thousands	10% Sensitivity
Investment in funds (1) ............................................................................................................................................................................................	$123,838
Private investments ..................................................................................................................................................................................................	51,214
Corporate debt securities in default .......................................................................................................................................................................	22,917
Trade claims ..............................................................................................................................................................................................................	3,852

(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 November 30, 2024, 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. For additional information, refer to Note 18, Borrowings in our consolidated

financial statements included in this Annual Report on Form 10-K.

	Expected Maturity Date (Fiscal Years)
$ in thousands	2025	2026	2027	2028	2029	Thereafter	Total	Fair Value
Rate Sensitive Liabilities:
Fixed Interest Rate Borrowings	$679,449	$70,508	$448,874	$1,093,018	$327,777	$4,642,363	$7,261,989	$7,358,465
Weighted-Average Interest Rate	4.19%	5.50%	5.23%	5.85%	5.58%	5.90%
Variable Interest Rate Borrowings	$122,064	$890,763	$1,107,825	$55,727	$310,866	$1,907,398	$4,394,643	$4,186,501
Weighted-Average Interest Rate	6.34%	4.55%	6.73%	6.50%	6.48%	5.53%
Borrowings with Foreign Currency Exposure	$16,977	$876,621	$—	$—	$533,310	$802,888	$2,229,796	$2,189,456
Weighted-Average Interest Rate	5.24%	3.95%	—%	—%	4.04%	6.91%

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.

November 2024 Form 10-K		36

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 Annual Report on Form 10-K. 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

24, Related Party Transactions in our consolidated financial

statements included in this Annual Report on Form 10-K.

•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 November 30, 2024 and

2023 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.

37		Jefferies Financial Group Inc.

Counterparty Credit Exposure by Credit Rating
	Loans and Lending		Securities and Margin Finance		OTC Derivatives		Total		Cash and Cash Equivalents		Total with Cash and Cash Equivalents
	At		At		At		At		At		At
$ in millions	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023
AAA Range	$—	$—	$12.0	$15.1	$—	$—	$12.0	$15.1	$8,227.9	$5,919.7	$8,239.9	$5,934.8
AA Range	80.0	75.1	190.3	113.3	5.6	0.9	275.9	189.3	63.8	4.4	339.7	193.7
A Range	0.2	—	1,145.1	884.2	415.0	293.1	1,560.3	1,177.3	3,691.8	2,502.1	5,252.1	3,679.4
BBB Range	253.5	250.0	31.2	81.6	40.0	50.4	324.7	382.0	169.4	100.2	494.1	482.2
BB or Lower	37.2	38.0	31.2	16.1	78.7	65.6	147.1	119.7	0.5	—	147.6	119.7
Unrated	322.6	341.1	—	—	5.3	7.5	327.9	348.6	—	—	327.9	348.6
Total	$693.5	$704.2	$1,409.8	$1,110.3	$544.6	$417.5	$2,647.9	$2,232.0	$12,153.4	$8,526.4	$14,801.3	$10,758.4
Counterparty Credit Exposure by Region
	Loans and Lending		Securities and Margin Finance		OTC Derivatives		Total		Cash and Cash Equivalents		Total with Cash and Cash Equivalents
	At		At		At		At		At		At
$ in millions	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023
Asia-Pacific/Latin America/Other	$15.8	$15.8	$130.4	$57.8	$0.2	$3.2	$146.4	$76.8	$520.3	$378.2	$666.7	$455.0
Europe and the Middle East	0.2	—	523.2	482.1	88.7	92.6	612.1	574.7	70.8	43.3	682.9	618.0
North America	677.5	688.4	756.2	570.4	455.7	321.7	1,889.4	1,580.5	11,562.3	8,104.9	13,451.7	9,685.4
Total	$693.5	$704.2	$1,409.8	$1,110.3	$544.6	$417.5	$2,647.9	$2,232.0	$12,153.4	$8,526.4	$14,801.3	$10,758.4
Counterparty Credit Exposure by Industry
	Loans and Lending		Securities and Margin Finance		OTC Derivatives		Total		Cash and Cash Equivalents		Total with Cash and Cash Equivalents
	At		At		At		At		At		At
$ in millions	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023	November 30, 2024	November 30, 2023
Asset Managers	$6.4	$7.4	$0.8	$0.8	$—	$—	$7.2	$8.2	$8,227.9	$5,919.7	$8,235.1	$5,927.9
Banks, Broker-Dealers	253.7	250.0	849.0	752.0	466.6	341.5	1,569.3	1,343.5	3,925.5	2,606.7	5,494.8	3,950.2
Commodities	—	—	—	—	—	10.2	—	10.2	—	—	—	10.2
Corporates	187.1	177.0	—	—	69.5	53.2	256.6	230.2	—	—	256.6	230.2
As Agent Banks	—	—	474.8	287.7	—	—	474.8	287.7	—	—	474.8	287.7
Other	246.3	269.8	85.2	69.8	8.5	12.6	340.0	352.2	—	—	340.0	352.2
Total	$693.5	$704.2	$1,409.8	$1,110.3	$544.6	$417.5	$2,647.9	$2,232.0	$12,153.4	$8,526.4	$14,801.3	$10,758.4

For additional information regarding credit exposure to OTC derivative contracts, refer to Note 7, Derivative Financial Instruments in our

consolidated financial statements included in this Annual Report on Form 10-K.

November 2024 Form 10-K		38

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 November 30, 2024 and 2023 to the sovereign governments, corporations and financial

institutions in those non- U.S. countries in which we have net long issuer and counterparty exposure:

	November 30, 2024
	Issuer Risk			Counterparty Risk				Issuer and Counterparty Risk
$ in millions	Fair Value of Long Debt Securities	Fair Value of Short Debt Securities	Net Derivative Notional Exposure	Loans and Lending	Securities and Margin Finance	OTC Derivatives	Cash and Cash Equivalents	Excluding Cash and Cash Equivalents	Including Cash and Cash 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

	November 30, 2023
	Issuer Risk			Counterparty Risk				Issuer and Counterparty Risk
$ in millions	Fair Value of Long Debt Securities	Fair Value of Short Debt Securities	Net Derivative Notional Exposure	Loans and Lending	Securities and Margin Finance	OTC Derivatives	Cash and Cash Equivalents	Excluding Cash and Cash Equivalents	Including Cash and Cash Equivalents
France	$649.7	$(428.0)	$(70.2)	$—	$183.6	$6.0	$—	$341.1	$341.1
Canada	216.5	(168.5)	2.1	—	83.0	191.6	1.7	324.7	326.4
United Kingdom	1,088.6	(621.6)	(244.8)	—	50.5	84.1	25.5	356.8	382.3
Italy	1,138.9	(840.1)	(75.0)	—	2.8	—	0.6	226.6	227.2
Hong Kong	26.6	(33.1)	(1.3)	—	4.9	3.0	188.1	0.1	188.2
Spain	553.0	(401.8)	(50.1)	—	51.1	—	0.5	152.2	152.7
Netherlands	334.9	(251.9)	53.6	—	13.0	0.7	0.5	150.3	150.8
Australia	423.1	(353.5)	(2.4)	—	11.2	—	37.7	78.4	116.1
Switzerland	275.5	(245.6)	18.3	—	63.8	—	0.6	112.0	112.6
China	715.9	(631.2)	7.7	—	—	—	—	92.4	92.4
Total	$5,422.7	$(3,975.3)	$(362.1)	$—	$463.9	$285.4	$255.2	$1,834.6	$2,089.8

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.

39		Jefferies Financial Group Inc.

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 7A. 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 II, Item 7 of this Form 10-K.

November 2024 Form 10-K		40

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

	Page
Management’s Report on Internal Control over Financial Reporting ......................................................................................................................................	41
Reports of Independent Registered Public Accounting Firm ...................................................................................................................................................	42
Consolidated Statements of Financial Condition ......................................................................................................................................................................	45
Consolidated Statements of Earnings .........................................................................................................................................................................................	46
Consolidated Statements of Comprehensive Income ..............................................................................................................................................................	47
Consolidated Statements of Changes in Equity .........................................................................................................................................................................	48
Consolidated Statements of Cash Flows ....................................................................................................................................................................................	49
Notes to Consolidated Financial Statements .............................................................................................................................................................................	51

41		Jefferies Financial Group Inc.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over

financial reporting is a process designed 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. A company’s

internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial

statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management evaluated our internal control over financial reporting as of November 30, 2024. In making this assessment, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated

Framework (2013). As a result of this assessment and based on the criteria in this framework, management has concluded that, as of

November 30, 2024, our internal control over financial reporting was effective.

Deloitte & Touche LLP, our independent registered public accounting firm, has audited and issued a report on our internal control over

financial reporting, which appears on page 44.

November 2024 Form 10-K		42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Jefferies Financial Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial condition of Jefferies Financial Group Inc. and subsidiaries

(the “Company”) as of November 30, 2024 and 2023, the related consolidated statements of earnings, comprehensive income, changes

in equity, and cash flows, for each of the three years in the period ended November 30, 2024, and the related notes and the schedules

listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of November 30, 2024 and 2023, and the results of its

operations and its cash flows for each of the three years in the period ended November 30, 2024, in conformity with accounting

principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the Company’s internal control over financial reporting as of November 30, 2024, based on criteria established in Internal Control —

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated

January 28, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the

Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of

the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due

to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe

that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was

communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material

to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical

audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the

critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of financial assets and liabilities measured at fair value on a recurring basis that incorporate significant unobservable inputs

or complex models/methodologies - Refer to Note 2 and Note 6 to the financial statements

Critical Audit Matter Description

The Company estimates fair value for certain financial assets and liabilities utilizing models and unobservable inputs. Unlike the fair

value of other assets and liabilities which are readily observable and therefore more easily independently corroborated, these financial

assets and liabilities are not actively traded or quoted prices are available but traded less frequently, and fair value is determined based

on significant judgments such as models, inputs and valuation methodologies.

We identified the valuation of financial assets and liabilities measured at fair value on a recurring basis that incorporate significant

unobservable inputs or complex models/methodologies as a critical audit matter because of the pricing inputs, complexity of models

and/or methodologies used by management and third-party specialists to estimate fair value. The valuations involve a high degree of

auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who possess significant

quantitative and modeling experience, to audit and evaluate the appropriateness of the models and inputs.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures for financial assets and liabilities that incorporate significant unobservable inputs or complex models/

methodologies included the following procedures, among others:

•We tested the design and operating effectiveness of the Company’s valuation controls, including the:

◦Independent price verification controls.

◦Pricing model controls which are designed to review a model’s theoretical soundness and its appropriateness.

•With the assistance of our fair value specialists, we evaluated the reasonableness of management’s valuation methodology and

estimates by:

◦Developing independent valuation estimates and comparing such estimates to management’s recorded values.

◦Comparing management’s assumptions and both observable and unobservable inputs to relevant audit evidence, including

external sources, where available.

43		Jefferies Financial Group Inc.

•We evaluated management’s ability to estimate fair value by comparing management’s valuation estimates to transactions or events

occurring after the valuation date, when available.

/s/ Deloitte & Touche LLP

New York, New York

January 28, 2025

We have served as the Company’s auditor since 2017.

November 2024 Form 10-K		44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Jefferies Financial Group, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Jefferies Financial Group Inc. and subsidiaries (the “Company”) as of

November 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects,

effective internal control over financial reporting as of November 30, 2024, based on criteria established in Internal Control — Integrated

Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the consolidated financial statements as of and for the year ended November 30, 2024, of the Company and our report dated January

28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of

the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control

Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on

our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company

in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing

such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our

opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect

on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York

January 28, 2025

45		Jefferies Financial Group Inc.

Consolidated Statements of Financial Condition

	November 30,
$ in thousands, except share and per share amounts	2024	2023
Assets
Cash and cash equivalents ..............................................................................................................................................................	$12,153,414	$8,526,363
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations (includes $120,414 and $110,198 of securities at fair value) .......................................................................	1,132,612	1,414,593
Financial instruments owned, at fair value (includes securities pledged of $18,441,751 and $17,158,747) ......................	24,138,274	21,747,473
Investments in and loans to related parties ..................................................................................................................................	1,385,658	1,239,345
Securities borrowed ..........................................................................................................................................................................	7,213,421	7,192,091
Securities purchased under agreements to resell ........................................................................................................................	6,179,653	5,950,549
Securities received as collateral, at fair value ...............................................................................................................................	185,588	8,800
Receivables:
Brokers, dealers and clearing organizations ..............................................................................................................................	2,666,591	2,380,732
Customers .......................................................................................................................................................................................	2,494,717	1,705,425
Fees, interest and other .................................................................................................................................................................	663,536	630,142
Premises and equipment ..................................................................................................................................................................	1,194,720	1,065,680
Goodwill ..............................................................................................................................................................................................	1,827,938	1,847,856
Assets held for sale (includes pledged assets of $181,900 at fair value at November 30, 2023) ........................................	51,885	1,545,472
Other assets (includes assets pledged of $429,347 and $244,604) .........................................................................................	3,072,302	2,650,640
Total assets ........................................................................................................................................................................................	$64,360,309	$57,905,161
Liabilities and Equity
Short-term borrowings ......................................................................................................................................................................	$443,160	$989,715
Financial instruments sold, not yet purchased, at fair value .......................................................................................................	11,007,328	11,251,154
Securities loaned ...............................................................................................................................................................................	2,540,861	1,840,518
Securities sold under agreements to repurchase .........................................................................................................................	12,337,935	10,920,606
Other secured financings (includes $24,848 and $3,898 at fair value) .....................................................................................	2,183,000	1,430,199
Obligation to return securities received as collateral, at fair value ............................................................................................	185,588	8,800
Payables:
Brokers, dealers and clearing organizations ..............................................................................................................................	3,686,367	3,737,810
Customers .......................................................................................................................................................................................	4,073,975	3,960,557
Lease liabilities ..................................................................................................................................................................................	635,306	544,650
Liabilities held for sale ......................................................................................................................................................................	—	1,173,648
Accrued expenses and other liabilities ...........................................................................................................................................	3,510,831	2,546,211
Long-term debt (includes $2,351,346 and $1,708,443 at fair value) ..........................................................................................	13,530,565	9,698,752
Total liabilities ...................................................................................................................................................................................	54,134,916	48,102,620
Mezzanine Equity
Redeemable noncontrolling interests .............................................................................................................................................	406	406
Equity
Preferred shares, par value of $1 per share, authorized 70,000 shares; 55,125 and 42,000 shares issued and outstanding; liquidation preference of $17,500 per share ......................................................................................................	55	42
Common shares, par value $1 per share, authorized 565,000,000 shares; 205,504,272 and 210,626,642 shares issued and outstanding, after deducting 115,613,798 and 110,491,428 shares held in treasury .....................................	205,504	210,627
Non-voting common shares, par value $1 per share, authorized 35,000,000, shares; no shares issued and outstanding ....................................................................................................................................................................................	—	—
Additional paid-in capital ..................................................................................................................................................................	2,104,199	2,044,859
Accumulated other comprehensive loss .......................................................................................................................................	(423,131)	(395,545)
Retained earnings ..............................................................................................................................................................................	8,270,145	7,849,844
Total Jefferies Financial Group Inc. shareholders' equity .........................................................................................................	10,156,772	9,709,827
Noncontrolling interests ...................................................................................................................................................................	68,215	92,308
Total equity ........................................................................................................................................................................................	10,224,987	9,802,135
Total liabilities and equity ...............................................................................................................................................................	$64,360,309	$57,905,161

See accompanying notes to consolidated financial statements.

November 2024 Form 10-K		46

Consolidated Statements of Earnings

	Year Ended November 30,
$ in thousands, except per share amounts	2024	2023	2022
Revenues
Investment banking ..........................................................................................................................................	$3,309,060	$2,169,366	$2,807,822
Principal transactions ......................................................................................................................................	1,816,963	1,413,283	833,757
Commissions and other fees ..........................................................................................................................	1,085,349	905,665	925,494
Asset management fees and revenues .........................................................................................................	86,106	82,574	80,264
Interest ................................................................................................................................................................	3,543,497	2,868,674	1,183,638
Other ...................................................................................................................................................................	674,094	1,837	1,318,288
Total revenues ..................................................................................................................................................	10,515,069	7,441,399	7,149,263
Interest expense ................................................................................................................................................	3,480,266	2,740,982	1,170,425
Net revenues .....................................................................................................................................................	7,034,803	4,700,417	5,978,838
Non-interest expenses
Compensation and benefits ............................................................................................................................	3,659,588	2,535,272	2,589,044
Brokerage and clearing fees ............................................................................................................................	432,721	366,702	347,805
Underwriting costs ............................................................................................................................................	68,492	61,082	42,067
Technology and communications ..................................................................................................................	546,655	477,028	444,011
Occupancy and equipment rental ...................................................................................................................	118,611	106,051	108,001
Business development .....................................................................................................................................	283,459	177,541	150,500
Professional services .......................................................................................................................................	296,204	266,447	240,978
Depreciation and amortization ........................................................................................................................	190,326	112,201	172,902
Cost of sales ......................................................................................................................................................	206,283	29,435	440,837
Other expenses ..................................................................................................................................................	226,918	214,389	387,131
Total non-interest expenses ...........................................................................................................................	6,029,257	4,346,148	4,923,276
Earnings from continuing operations before income taxes .......................................................................	1,005,546	354,269	1,055,562
Income tax expense ..........................................................................................................................................	293,194	91,881	273,852
Net earnings from continuing operations .....................................................................................................	712,352	262,388	781,710
Net earnings from discontinued operations (including gain on disposal of $3,493, $—, $—), net of income tax benefit of $17,063, $—, and $— ..............................................................................................	3,667	—	—
Net earnings ......................................................................................................................................................	716,019	262,388	781,710
Net losses attributable to noncontrolling interests .....................................................................................	(27,364)	(14,846)	(2,397)
Net losses attributable to redeemable noncontrolling interests ...............................................................	—	(454)	(1,342)
Preferred stock dividends ................................................................................................................................	74,110	14,616	8,281
Net earnings attributable to common shareholders ..................................................................................	$669,273	$263,072	$777,168
Earnings per common share
Basic from continuing operations ..................................................................................................................	$3.05	$1.12	$3.13
Diluted from continuing operations ................................................................................................................	2.96	1.10	3.06
Basic ...................................................................................................................................................................	3.08	1.12	3.13
Diluted .................................................................................................................................................................	2.99	1.10	3.06
Weighted-average common shares outstanding
Basic ...................................................................................................................................................................	217,079	232,609	247,378
Diluted .................................................................................................................................................................	223,650	236,620	255,571

See accompanying notes to consolidated financial statements.

47		Jefferies Financial Group Inc.

Consolidated Statements of Comprehensive Income

	Year Ended November 30,
$ in thousands	2024	2023	2022
Net earnings .......................................................................................................................................................	$716,019	$262,388	$781,710
Other comprehensive loss, net of tax: .............................................................................................................
Currency translation adjustments and other (1) ...........................................................................................	(11,300)	57,530	(53,572)
Changes in fair value related to instrument-specific credit risk (2) ...........................................................	(24,718)	(77,420)	49,146
Minimum pension liability adjustments (3) ...................................................................................................	6,243	2,467	3,311
Unrealized gains (losses) on available-for-sale securities .........................................................................	2,189	1,297	(6,161)
Total other comprehensive loss, net of tax (4) .............................................................................................	(27,586)	(16,126)	(7,276)
Comprehensive income .....................................................................................................................................	688,433	246,262	774,434
Net losses attributable to noncontrolling interests .......................................................................................	(27,364)	(14,846)	(2,397)
Net losses attributable to redeemable noncontrolling interests .................................................................	—	(454)	(1,342)
Preferred stock dividends .................................................................................................................................	74,110	14,616	8,281
Comprehensive income attributable to common shareholders ................................................................	$641,687	$246,946	$769,892

(1)Includes income tax (expenses) benefits of $(1.6) million, $(3.1) million and $15.6 million for the years ended November 30, 2024, 2023 and 2022,

respectively.

(2)Includes income tax benefits (expenses) of $9.0 million, $29.0 million and $(15.6) million for the years ended November 30, 2024, 2023 and 2022,

respectively.

(3)Includes income tax expense of $2.2 million for the year ended November 30, 2024.

(4)Includes unrealized losses of $2.2 million for the year ended November 30, 2024 related to currency translation adjustments attributable to

noncontrolling interests.

See accompanying notes to consolidated financial statements.

November 2024 Form 10-K		48

Consolidated Statements of Changes in Equity

$ in thousands, except share amounts	Year Ended November 30,
	2024	2023	2022
Preferred shares $1 par value
Balance, beginning of period ...........................................................................................................................	$42	$—	$—
Conversion of common shares to preferred shares .................................................................................	13	42	—
Balance, end of period .....................................................................................................................................	$55	$42	$—
Common shares $1 par value
Balance, beginning of period ...........................................................................................................................	$210,627	$226,130	$243,541
Purchase of common shares for treasury ..................................................................................................	(1,089)	(4,887)	(25,595)
Conversion of 125,000 preferred shares to common shares ..................................................................	—	4,654	—
Conversion of common shares to preferred shares .................................................................................	(6,562)	(21,000)	—
Other .................................................................................................................................................................	2,528	5,730	8,184
Balance, end of period .....................................................................................................................................	$205,504	$210,627	$226,130
Additional paid-in capital
Balance, beginning of period ...........................................................................................................................	$2,044,859	$1,967,781	$2,742,244
Share-based compensation expense ..........................................................................................................	63,119	45,360	43,919
Change in fair value of redeemable noncontrolling interests ..................................................................	—	(390)	(1,147)
Purchase of common shares for treasury ..................................................................................................	(43,223)	(164,515)	(833,998)
Conversion of 125,000 preferred shares to common shares ..................................................................	—	120,346	—
Dividend equivalents ......................................................................................................................................	19,016	24,140	—
Conversion of common shares to preferred shares .................................................................................	16,393	52,458	—
Change in equity interest related to consolidated subsidiaries ..............................................................	(2,631)	(6,307)	—
Other .................................................................................................................................................................	6,666	5,986	16,763
Balance, end of period .....................................................................................................................................	$2,104,199	$2,044,859	$1,967,781
Accumulated other comprehensive loss, net of tax
Balance, beginning of period ...........................................................................................................................	$(395,545)	$(379,419)	$(372,143)
Other comprehensive loss, net of tax ..........................................................................................................	(27,586)	(16,126)	(7,276)
Balance, end of period .....................................................................................................................................	$(423,131)	$(395,545)	$(379,419)
Retained earnings
Balance, beginning of period ...........................................................................................................................	$7,849,844	$8,418,354	$7,940,113
Net earnings attributable to Jefferies Financial Group Inc. .....................................................................	743,383	275,670	777,168
Dividends - common shares ($1.30, $1.20, and $1.20 per share) ...........................................................	(290,086)	(290,135)	(298,927)
Dividends - preferred shares .........................................................................................................................	(31,894)	(12,600)	—
Cumulative effect of change in accounting principle for current expected credit losses, net of tax	(644)	(14,813)	—
Distribution of Vitesse Energy, Inc. ..............................................................................................................	—	(526,964)	—
Other .................................................................................................................................................................	(458)	332	—
Balance, end of period .....................................................................................................................................	$8,270,145	$7,849,844	$8,418,354
Total Jefferies Financial Group Inc. shareholders' equity .........................................................................	$10,156,772	$9,709,827	$10,232,846
Noncontrolling interests
Balance, beginning of period ...........................................................................................................................	$92,308	$62,633	$25,885
Net losses attributable to noncontrolling interests ...................................................................................	(27,364)	(14,846)	(2,397)
Contributions ...................................................................................................................................................	10,039	78,247	64,880
Distributions ....................................................................................................................................................	(13,407)	(31,433)	(2,629)
Deconsolidation of asset management company ....................................................................................	—	(14,895)	(23,107)
Change in equity interest related to Vitesse Energy, Inc. .........................................................................	—	6,307	—
Conversion of redeemable noncontrolling interest to noncontrolling interest .....................................	—	5,954	—
Other .................................................................................................................................................................	6,639	341	1
Balance, end of period .....................................................................................................................................	$68,215	$92,308	$62,633
Total equity ........................................................................................................................................................	$10,224,987	$9,802,135	$10,295,479

See accompanying notes to consolidated financial statements.

49		Jefferies Financial Group Inc.

Consolidated Statements of Cash Flows

	Year Ended November 30,
$ in thousands	2024	2023	2022
Cash flows from operating activities:
Net earnings .......................................................................................................................................................	$716,019	$262,388	$781,710
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization .....................................................................................................................	197,850	113,473	189,343
Deferred income taxes ..................................................................................................................................	(4,131)	10,462	(70,396)
Share-based compensation ..........................................................................................................................	63,119	45,360	43,919
Net bad debt expense ....................................................................................................................................	52,451	67,009	46,846
(Income) losses on investments in and loans to related parties ............................................................	(86,466)	192,197	36,287
Distributions received on investments in related parties .........................................................................	60,039	58,336	82,161
Gain on sale of subsidiaries and investments in related parties .............................................................	(59,105)	—	(319,041)
Other adjustments ..........................................................................................................................................	264,680	(99,784)	(601,303)
Net change in assets and liabilities:
Securities deposited with clearing and depository organizations ..........................................................	—	(110,198)	—
Receivables:
Brokers, dealers and clearing organizations ...........................................................................................	(287,820)	(436,029)	631,672
Customers ....................................................................................................................................................	(790,292)	(480,487)	384,097
Fees, interest and other ..............................................................................................................................	(69,280)	(103,870)	200,672
Securities borrowed .......................................................................................................................................	(23,601)	(1,307,125)	548,567
Financial instruments owned .......................................................................................................................	(2,416,306)	(2,843,554)	(773,523)
Securities purchased under agreements to resell .....................................................................................	(237,567)	(1,263,278)	3,047,353
Other assets ....................................................................................................................................................	(339,141)	(551,926)	(230,722)
Payables:
Brokers, dealers and clearing organizations ...........................................................................................	(48,889)	1,054,135	(1,288,912)
Customers ....................................................................................................................................................	113,418	83,181	(882,576)
Securities loaned ............................................................................................................................................	702,646	431,423	(139,557)
Financial instruments sold, not yet purchased ..........................................................................................	(234,747)	(8,894)	1,875,957
Securities sold under agreements to repurchase ......................................................................................	1,427,068	3,324,482	(952,584)
Lease liabilities ...............................................................................................................................................	(65,417)	(52,129)	(89,689)
Accrued expenses and other liabilities .......................................................................................................	925,006	(318,798)	(715,434)
Net cash (used in) provided by operating activities from continuing operations ..................................	(140,466)	(1,933,626)	1,804,847
Net cash (used in) provided by operating activities from discontinued operations .............................	(68,789)	—	—
Cash flows from investing activities:
Contributions to investments in and loans to related parties ..................................................................	(1,080,358)	(251,751)	(351,645)
Capital distributions from investments and repayments of loans from related parties ......................	936,684	116,750	286,578
Originations and purchases of automobile loans, notes and other receivables ...................................	(89,540)	(441,583)	(527,929)
Principal collections of automobile loans, notes and other receivables ................................................	83,268	350,348	434,487
Net payments on premises and equipment ...............................................................................................	(250,584)	(1,155)	(224,301)
Proceeds from sales of subsidiaries and investments in related parties, net of expenses and cash of operations sold ............................................................................................................................	610,843	—	333,149
Net cash acquired in business acquisitions ...............................................................................................	—	215,187	—
Proceeds for the sale from investments .....................................................................................................	—	—	3,588
Deconsolidation of asset management entity ...........................................................................................	—	—	(23,107)
Other .................................................................................................................................................................	—	—	8,641
Net cash provided by (used in) investing activities from continuing operations ..................................	210,313	(12,204)	(60,539)

November 2024 Form 10-K		50

Consolidated Statements of Cash Flows

	Year Ended November 30,
$ in thousands	2024	2023	2022
Cash flows from financing activities:
Proceeds from short-term borrowings ........................................................................................................	$6,219,084	$5,413,000	$3,659,098
Payments on short-term borrowings ...........................................................................................................	(6,743,153)	(5,010,868)	(3,338,000)
Proceeds from issuance of long-term debt, net of issuance costs ........................................................	5,952,286	2,209,672	1,198,565
Repayment of long-term debt .......................................................................................................................	(2,427,653)	(1,282,369)	(824,894)
Proceeds from conversion of common to preferred shares ...................................................................	9,844	31,500	—
Purchase of common shares for treasury ..................................................................................................	(44,312)	(169,402)	(859,593)
Dividends paid to common and preferred shareholders ..........................................................................	(302,964)	(278,595)	(280,104)
Net proceeds from (payments on) other secured financings ..................................................................	877,962	89,073	(2,448,731)
Net change in bank overdrafts .....................................................................................................................	(23,933)	52,054	(14,569)
Proceeds from contributions of noncontrolling interests ........................................................................	10,039	—	64,880
Payments on distributions to noncontrolling interests ............................................................................	(13,407)	—	(2,629)
Other .................................................................................................................................................................	6,104	6,059	2,752
Net cash provided by (used in) financing activities from continuing operations ..................................	3,519,897	1,060,124	(2,843,225)
Net cash (used in) provided by financing activities from discontinued operations ..............................	(170,631)	—	—
Effect of exchange rate changes on cash, cash equivalents, and restricted cash ................................	(2,246)	54,911	(22,143)
Change in cash, cash equivalents, and restricted cash reclassified from (to) assets held for sale .....	(13,224)	(45,691)	—
Net increase (decrease) in cash, cash equivalents, and restricted cash ..................................................	3,348,078	(830,795)	(1,121,060)
Cash, cash equivalents, and restricted cash at beginning of period .........................................................	9,830,758	10,707,244	11,828,304
Cash and cash equivalents at end of period ................................................................................................	$13,165,612	$9,830,758	$10,707,244
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest .............................................................................................................................................................	$3,440,878	$2,348,061	$1,164,093
Income taxes, net ...........................................................................................................................................	257,503	159,359	214,066

Noncash investing activities:

•During the year ended November 30, 2024, we had a stock distribution of $0.6 million. from one of our equity method investments.

•During the year ended November 30, 2023, we had acquisition related activity attributable to Vitesse Oil, LLC of $30.6 million.

•During the year ended November 30, 2022, we sold our interest in the Oak Hill investment management company. Noncash investing

activities related to the sale were a receivable of $215.9 million.

Refer to Note 4, Business Acquisitions for the noncash effects of our consolidations of Stratos and OpNet.

Refer to Note 5, Assets Held for Sale and Discontinued Operations for the noncash effects of Foursight and OpNet.

Noncash financing activities:

During the year ended November 30, 2023, we had the following non-cash financing activities:

•Capital distributions of $527.0 million and $31.4 million to our shareholders and noncontrolling interest holders, respectively, related

to the spin-off of Vitesse Energy, Inc.

•During the year ended November 30, 2023, preferred shares of $125.0 million were converted to common shares.

Cash, cash equivalents and restricted cash by category in our Consolidated Statements of Financial Condition:

	November 30,	November 30,
$ in thousands	2024	2023
Cash and cash equivalents ...........................................................................................................................................	$12,153,414	$8,526,363
Cash on deposit for regulatory purposes with clearing and depository organizations .......................................	1,012,198	1,304,395
Total cash, cash equivalents and restricted cash ....................................................................................................	$13,165,612	$9,830,758

See accompanying notes to consolidated financial statements.

51		Jefferies Financial Group Inc.

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Index

	Page
Note 1. Organization and Basis of Presentation ......................................................................................................................................................................	52
Note 2. Summary of Significant Accounting Policies .............................................................................................................................................................	53
Note 3. Accounting Developments ............................................................................................................................................................................................	58
Note 4. Business Acquisitions ....................................................................................................................................................................................................	59
Note 5. Assets Held for Sale and Discontinued Operations ...................................................................................................................................................	61
Note 6. Fair Value Disclosures ....................................................................................................................................................................................................	62
Note 7. Derivative Financial Instruments ..................................................................................................................................................................................	73
Note 8. Collateralized Transactions ...........................................................................................................................................................................................	76
Note 9. Securitization Activities .................................................................................................................................................................................................	78
Note 10. Variable Interest Entities ..............................................................................................................................................................................................	78
Note 11. Investments ...................................................................................................................................................................................................................	81
Note 12. Credit Losses on Financial Assets Measured at Amortized Cost .........................................................................................................................	85
Note 13. Goodwill and Intangible Assets ..................................................................................................................................................................................	86
Note 14. Revenues from Contracts with Customers ...............................................................................................................................................................	87
Note 15. Compensation Plans ....................................................................................................................................................................................................	90
Note 16. Benefit Plans .................................................................................................................................................................................................................	93
Note 17. Leases ............................................................................................................................................................................................................................	94
Note 18. Borrowings .....................................................................................................................................................................................................................	97
Note 19. Total Equity ....................................................................................................................................................................................................................	97
Note 20. Income Taxes ................................................................................................................................................................................................................	99
Note 21. Commitments, Contingencies and Guarantees .......................................................................................................................................................	101
Note 22. Regulatory Requirements ............................................................................................................................................................................................	102
Note 23. Segment Reporting .......................................................................................................................................................................................................	103
Note 24. Related Party Transactions .........................................................................................................................................................................................	104

November 2024 Form 10-K		52

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.

On January 13, 2023, our consolidated subsidiary, Vitesse Energy,

Inc. (“Vitesse Energy”), issued shares measured at a total

consideration of $30.6 million in exchange for acquiring all of the

outstanding capital interests of Vitesse Oil, LLC (“Vitesse Oil”).

Prior to the acquisition, Vitesse Oil was controlled by Jefferies

Capital Partners V L.P. and Jefferies SBI USA Fund L.P. (together,

“JCP Fund V”), which are private equity funds managed by a team

led by our President. Simultaneously, we distributed all of our

ownership interests in Vitesse Energy on a tax-free pro rata basis

to all of our shareholders, resulting in a distribution of capital of

$527.0 million. The distribution of Vitesse Energy resulted in a

reduction at the time of spin-off of Total assets of $699.5 million,

Total liabilities of $141.1 million and Total equity of

$558.4 million inclusive of the distribution of capital to

noncontrolling interest holders.

During the year ended November 30, 2022, we sold all of our

interests in Idaho Timber and Oak Hill investment management

company, a registered investment adviser and general partner

entity.

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”) for financial information.

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.

53		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition Policies

Commissions and Other Fees. All customer securities

transactions are reported in our Consolidated Statements of

Financial Condition on a settlement date basis with related

income reported on a trade-date basis. We permit institutional

customers to allocate a portion of their gross commissions to

pay for research products and other services provided by third

parties. The amounts allocated for those purposes are commonly

referred to as soft dollar arrangements. These arrangements are

accounted for on an accrual basis and, as we are acting as an

agent in these arrangements, netted against commission

revenues. In addition, we earn asset-based fees associated with

the management and supervision of assets, account services and

administration related to customer accounts. We also earn

commissions on execution services provided to customers in

facilitating foreign currency spot trades and prime brokerage

services.

Principal Transactions. Financial instruments owned and

Financial instruments sold, not yet purchased are carried at fair

value with gains and losses reflected in Principal transactions

revenues, except for derivatives accounted for as hedges (refer

to “Hedge Accounting” section herein and Note 7, Derivative

Financial Instruments). Fees received on loans carried at fair

value are also recorded in Principal transactions revenues. 

Investment Banking. Advisory fees from mergers and acquisitions

engagements are recognized at a point in time when the related

transaction is completed. Advisory retainer fees from

restructuring engagements are recognized over time using a time

elapsed measure of progress. Expenses associated with

investment banking advisory engagements are deferred only to

the extent they are explicitly reimbursable by the client and the

related revenue is recognized at a point in time. All other

investment banking advisory related expenses, including

expenses incurred related to restructuring advisory engagements,

are expensed as incurred. All investment banking advisory

expenses are recognized within their respective expense

category on the Consolidated Statements of Earnings and any

expenses reimbursed by clients are recognized as Investment

banking revenues. 

Underwriting and placement agent revenues are recognized at a

point in time on trade-date. Costs associated with underwriting

activities are deferred until the related revenue is recognized or

the engagement is otherwise concluded and are recorded on a

gross basis within Underwriting costs.

Asset Management Fees and Revenues. Asset management fees

and revenues consist of asset management fees, as well as

revenues from strategic affiliates pursuant to arrangements,

which entitle us to portions of the revenues and/or profits of the

affiliated managers and perpetual rights to certain defined

revenues for a given revenue share period. Revenue from

strategic affiliates pursuant to such arrangements is recognized

at the end of the defined revenue or profit share period when the

revenues have been realized and all contingencies have been

resolved.

Management and administrative fees are generally recognized

over the period that the related service is provided. Performance

fee revenue is generally recognized only at the end of the

performance period to the extent that the benchmark return has

been met.

Interest Revenue and Expense. We recognize contractual interest

on Financial instruments owned and Financial instruments sold,

not yet purchased, on an accrual basis as a component of

interest revenue and expense. Interest flows on derivative trading

transactions and dividends are included as part of the fair

valuation of these contracts and recognized in Principal

transactions revenues rather than as a component of interest

revenue or expense. We account for our short- and long-term

borrowings at amortized cost, except for those for which we have

elected the fair value option, with related interest recorded on an

accrual basis as Interest expense. Discounts/premiums arising

on our long-term debt are accreted/amortized to Interest expense

using the effective yield method over the remaining lives of the

underlying debt obligations. We recognize interest revenue

related to our securities borrowed and securities purchased

under agreements to resell activities and interest expense related

to our securities loaned and securities sold under agreements to

repurchase activities on an accrual basis. In addition, we

recognize interest income as earned on brokerage customer

margin balances and interest expense as incurred on credit

balances.

Other Revenues. Other revenues include revenue from the sale of

manufactured or remanufactured lumber for which the

transaction price is fixed at the time of sale and revenue is

generally recognized when the customer takes control of the

product. Other revenues also include revenue from the sale of

produced oil and gas and revenue from the sale of real estate.

Contracts for revenue from the sale of produced oil and gas

typically include variable consideration based on monthly pricing

tied to local indices and volumes and revenue is recorded at the

point in time when control of the produced oil and gas transfers

to the customer, which is when the performance obligation is

satisfied and the variable consideration can be reliably estimated

at the end of each month. Revenues from the sales of real estate

are recognized at a point in time when the related transaction is

complete. If performance obligations under the contract with a

customer related to a parcel of real estate are not yet complete

when title transfers to the buyer, revenue associated with the

incomplete performance obligations is deferred until the

performance obligation is completed. Revenues from internet

connection services are recognized based on volume based

pricing and revenue from activating broadband services are

recognized on a straight-line basis over a two year period. Fees

related to selling and licensing information and data to clients is

recognized ratably over the related contract service period.

Cash Equivalents

Cash equivalents include highly liquid investments, including

money market funds and certificates of deposit, not held for

resale with original maturities of three months or less.

Cash and Securities Segregated and on Deposit for Regulatory

Purposes or Deposited with Clearing and Depository

Organizations

In accordance with Rule 15c3-3 of the Securities Exchange Act of

1934, Jefferies LLC as a broker-dealer carrying client accounts, is

subject to requirements related to maintaining cash or qualified

securities in a segregated reserve account for the exclusive

benefit of its clients. Certain other entities are also obligated by

rules mandated by their primary regulators to segregate or set

aside cash or equivalent securities to satisfy regulations,

promulgated to protect customer assets. In addition, certain

exchange and/or clearing organizations require cash and/or

securities to be deposited by us to conduct day-to-day activities.

November 2024 Form 10-K		54

Notes to Consolidated Financial Statements

Amounts may also include cash and cash equivalents that are

restricted for other business purposes.

Financial Instruments and Fair Value

Financial instruments owned and Financial instruments sold, not

yet purchased are recorded at fair value, either as required by

accounting pronouncements or through the fair value option

election. These instruments primarily represent our trading

activities and include both cash and derivative products. Our

derivative products are acquired or originated for trading

purposes and are included within operating activities on our

Consolidated Statements of Cash Flows. Gains and losses are

recognized in Principal transactions revenues. 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).

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 as follows:

Level 1:	Quoted prices are available in active markets for identical assets or liabilities at the reported date. Valuation adjustments and block discounts are not applied to Level 1 instruments.
Level 2:	Pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable at the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments for which fair values have been derived using model inputs that are directly observable in the market, or can be derived principally from, or corroborated by, observable market data, and financial instruments that are fair valued by reference to other similar financial instruments, the parameters of which can be directly observed.
Level 3:	Instruments that have little to no pricing observability at the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

Certain financial instruments have bid and ask prices that can be

observed in the marketplace. For financial instruments whose

inputs are based on bid-ask prices, the financial instrument is

valued at the point within the bid-ask range that meets our best

estimate of fair value. We use prices and inputs that are current

at the measurement date. For financial instruments that do not

have readily determinable fair values using quoted market prices,

the determination of fair value is based on the best available

information, taking into account the types of financial

instruments, current financial information, restrictions (if any) on

dispositions, fair values of underlying financial instruments and

quotations for similar instruments.

The valuation of financial instruments may include the use of

valuation models and other techniques. Adjustments to

valuations derived from valuation models are permitted based on

management’s judgment, which takes into consideration the

features of the financial instrument such as its complexity, the

market in which the financial instrument is traded and underlying

risk uncertainties about market conditions. Adjustments from the

price derived from a valuation model reflect management’s

judgment that other participants in the market for the financial

instrument being measured at fair value would also consider in

valuing that same financial instrument. To the extent that

valuation is based on models or inputs that are less observable

or unobservable in the market, the determination of fair value

requires more judgment.

The availability of observable inputs can vary and is affected by a

wide variety of factors, including, for example, the type of

financial instrument and market conditions. As the observability

of prices and inputs may change for a financial instrument from

period to period, this condition may cause a transfer of an

instrument among the fair value hierarchy levels. The degree of

judgment exercised in determining fair value is greatest for

instruments categorized within Level 3.

Securities Borrowed and Securities Loaned

Securities borrowed and securities loaned are carried at the

amounts of cash collateral advanced and received in connection

with the transactions and accounted for as collateralized

financing transactions. In connection with both trading and

brokerage activities, we borrow securities to cover short sales

and to complete transactions in which customers have failed to

deliver securities by the required settlement date and lend

securities to other brokers and dealers for similar purposes.

When we borrow securities, we generally provide cash to the

lender as collateral, which is reflected in our Consolidated

Statements of Financial Condition as Securities borrowed. We

earn interest revenues on this cash collateral. Similarly, when we

lend securities to another party, that party provides cash to us as

collateral, which is reflected in our Consolidated Statements of

Financial Condition as Securities loaned. We pay interest expense

on the cash collateral received from the party borrowing the

securities. The initial collateral advanced or received

approximates or is greater than the fair value of the securities

borrowed or loaned. We monitor the fair value of the securities

borrowed and loaned on a daily basis and request additional

collateral or return excess collateral, as appropriate. In instances

where the Company receives securities as collateral in

connection with securities-for-securities transactions in the

which the Company is the lender of securities and is permitted to

sell or repledge the securities received as collateral, the Company

reports the fair value of the collateral received and the related

obligation to return the collateral in the Company’s Consolidated

Statements of Financial Condition.

Securities Purchased Under Agreements to Resell and Securities

Sold Under Agreements to Repurchase

Securities purchased under agreements to resell and Securities

sold under agreements to repurchase (collectively “repos”) are

accounted for as collateralized financing transactions and are

recorded at their contracted resale or repurchase amount plus

accrued interest. We earn and incur interest over the term of the

repo, which is reflected in Interest revenue and Interest expense

on an accrual basis. Repos are presented in our Consolidated

Statements of Financial Condition on a net-basis by counterparty,

where permitted by U.S. GAAP. We monitor the fair value of the

55		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

underlying securities daily versus the related receivable or

payable balances. Should the fair value of the underlying

securities decline or increase, additional collateral is requested or

excess collateral is returned, as appropriate.

Offsetting of Derivative Financial Instruments and Securities

Financing Agreements

To manage our exposure to credit risk associated with our

derivative activities and securities financing transactions, we may

enter into International Swaps and Derivative Association, Inc.

(“ISDA”) master netting agreements, master securities lending

agreements, master repurchase agreements or similar

agreements and collateral arrangements with counterparties. A

master agreement creates a single contract under which all

transactions between two counterparties are executed allowing

for trade aggregation and a single net payment obligation. Master

agreements provide protection in bankruptcy in certain

circumstances and, where legally enforceable, enable receivables

and payables with the same counterparty to be settled or

otherwise eliminated by applying amounts due against all or a

portion of an amount due from the counterparty or a third-party.

Under our ISDA master netting agreements, we typically also

execute credit support annexes, which provide for collateral,

either in the form of cash or securities, to be posted by or paid to

a counterparty based on the fair value of the derivative receivable

or payable based on the rates and parameters established in the

credit support annex.

In the event of the counterparty’s default, provisions of the

master agreement permit acceleration and termination of all

outstanding transactions covered by the agreement such that a

single amount is owed by, or to, the non-defaulting party. In

addition, any collateral posted can be applied to the net

obligations, with any excess returned; and the collateralized party

has a right to liquidate the collateral. Any residual claim after

netting is treated along with other unsecured claims in

bankruptcy court.

The conditions supporting the legal right of offset may vary from

one legal jurisdiction to another and the enforceability of master

netting agreements and bankruptcy laws in certain countries or in

certain industries is not free from doubt. The right of offset is

dependent both on contract law under the governing

arrangement and consistency with the bankruptcy laws of the

jurisdiction where the counterparty is located. Industry legal

opinions with respect to the enforceability of certain standard

provisions in respective jurisdictions are relied upon as a part of

managing credit risk. In cases where we have not determined an

agreement to be enforceable, the related amounts are not offset.

Master netting agreements are a critical component of our risk

management processes as part of reducing counterparty credit

risk and managing liquidity risk.

We are also a party to clearing agreements with various central

clearing parties. Under these arrangements, the central clearing

counterparty facilitates settlement between counterparties based

on the net payable owed or receivable due and, with respect to

daily settlement, cash is generally only required to be deposited

to the extent of the net amount. In the event of default, a net

termination amount is determined based on the market values of

all outstanding positions and the clearing organization or clearing

member provides for the liquidation and settlement of the net

termination amount among all counterparties to the open

contracts or transactions.

Refer to Note 7, Derivative Financial Instruments, and Note 8,

Collateralized Transactions for further information.

Securitization Activities

We engage in securitization activities related to corporate loans,

consumer loans, mortgage loans and mortgage-backed and other

asset-backed securities. Transfers of financial assets to secured

funding vehicles are accounted for as sales when we have

relinquished control over the transferred assets. The gain or loss

on sale of such financial assets depends, in part, on the previous

carrying amount of the assets involved in the transfer allocated

between the assets sold and the retained interests, if any, based

upon their respective fair values at the date of sale. We may

retain interests in the securitized financial assets as one or more

tranches of the securitization. These retained interests are

included in Financial instruments owned, at fair value. Any

changes in the fair value of such retained interests are

recognized in Principal transactions revenues.

When a transfer of assets does not meet the criteria of a sale, we

account for the transfer as a secured borrowing and continue to

recognize the assets of a secured borrowing in Financial

instruments owned and recognize the associated financing in

Other secured financings.

Investments in and Loans to Related Parties

Investments in and loans to related parties include investments

in private equity and other operating entities in which we exercise

significant influence over operating and capital decisions and

loans issued in connection with such activities. Investments in

and loans to related parties are accounted for using the equity

method or at cost, as appropriate, and reviewed for impairment

when changes in circumstances may indicate a decrease in value

which is other than temporary. Revenues on Investments in and

loans to related parties are included in Other revenues. Refer to

Note 11, Investments, and Note 24, Related Party Transactions

for additional information regarding certain of these investments.

Credit Losses

Financial assets measured at amortized cost are presented at

the net amount expected to be collected and the measurement of

credit losses and any expected increases in expected credit

losses are recognized in earnings. The estimate of expected

credit losses involves judgment and is based on an assessment

over the life of the financial instrument taking into consideration

current market conditions and reasonable and supportable

forecasts of expected future economic conditions.

Goodwill and Intangible Assets

Goodwill. Goodwill represents the excess acquisition cost over

the fair value of net tangible and intangible assets

acquired. Goodwill is not amortized and is subject to annual

impairment testing on August 1 for our Investment Banking,

Fixed Income, Equities and Asset Management reporting units,

on November 30 for other identified reporting units or between

annual tests if an event or change in circumstance occurs that

would more likely than not reduce the fair value of a reporting

unit below its carrying value. The goodwill impairment test is

performed at the reporting unit level by comparing the estimated

fair value of a reporting unit with its respective carrying value,

including goodwill and allocated intangible assets. If the

estimated fair value exceeds the carrying value, goodwill at the

reporting unit level is not impaired. If the fair value is less than

the carrying value, then an impairment loss is recognized for the

amount by which the carrying value of the reporting unit exceeds

the reporting unit’s fair value.

November 2024 Form 10-K		56

Notes to Consolidated Financial Statements

The fair value of reporting units is based on widely accepted

valuation techniques that we believe market participants would

use, although the valuation process requires significant judgment

and often involves the use of significant estimates and

assumptions. The methodologies we utilize in estimating the fair

value of reporting units include market valuation methods that

incorporate price-to-earnings and price-to-book multiples of

comparable exchange-traded companies and multiples of merger

and acquisitions of similar businesses and/or projected cash

flows. The estimates and assumptions used in determining fair

value could have a significant effect on whether or not an

impairment charge is recorded and the magnitude of such a

charge. Adverse market or economic events could result in

impairment charges in future periods.

Intangible Assets. Intangible assets deemed to have finite lives

are amortized on a straight-line basis over their estimated useful

lives, where the useful life is the period over which the asset is

expected to contribute directly, or indirectly, to our future cash

flows. Intangible assets are reviewed for impairment on an

interim basis when certain events or circumstances exist. For

intangible assets deemed to be impaired, an impairment loss is

recognized for the amount by which the intangible asset’s

carrying value exceeds its fair value. At least annually, the

remaining useful life is evaluated.

An intangible asset with an indefinite useful life is not amortized

but assessed for impairment annually, or more frequently, when

events or changes in circumstances occur indicating that it is

more likely than not that the indefinite-lived asset is impaired.

Impairment exists when the carrying amount exceeds its fair

value. In testing for impairment, we have the option to first

perform a qualitative assessment to determine whether it is more

likely than not that an impairment exists. If it is determined that it

is not more likely than not that an impairment exists, a

quantitative impairment test is not necessary. If we conclude

otherwise, we are required to perform a quantitative impairment

test.

Intangible assets are included in Other assets. Our annual

indefinite-lived intangible asset impairment testing date is August

1. To the extent an impairment loss is recognized, the loss

establishes the new cost basis of the asset that is amortized over

the remaining useful life of that asset, if any. Subsequent reversal

of impairment losses is not permitted.

Refer to Note 13, Goodwill and Intangible Assets for further

information.

Premises and Equipment

Premises and equipment consist of leasehold improvements,

furniture, fixtures, computer and communications equipment,

capitalized software (externally purchased and developed for

internal use) and owned aircraft. Furniture, fixtures, computer and

communications equipment, capitalized software are

depreciated using the straight-line method over the estimated

useful lives of the related assets (generally three to ten years).

Leasehold improvements are amortized using the straight-line

method over the term of the related leases or the estimated

useful lives of the assets, whichever is shorter. The carrying

values of internally developed software ready for its intended use

are depreciated over the remaining useful life of each capitalized

software.

At November 30, 2024 and 2023, premises and equipment (not

including right-of-use assets) amounted to $1.51 billion and

$1.16 billion, respectively. Accumulated depreciation and

amortization was $816.1 million and $551.5 million at

November 30, 2024 and 2023, respectively.

Depreciation and amortization expense amounted to $190.3

million, $112.2 million and $172.9 million for the years ended

November 30, 2024, 2023 and 2022, respectively.

Leases

For leases with an original term longer than one year, lease

liabilities are initially recognized on the lease commencement

date based on the present value of the future minimum lease

payments over the lease term, including non-lease components

such as fixed common area maintenance costs and other fixed

costs for generally all leases. A corresponding right-of-use

(“ROU”) asset is initially recognized equal to the lease liability

adjusted for any lease prepayments, initial direct costs and lease

incentives. The ROU assets are included within Premises and

equipment on our Consolidated Statements of Financial

Condition. The ROU assets are amortized over the lease term and

is included in Occupancy and equipment rental in our Statements

of Consolidated Earnings and Other adjustments in our

Consolidated Statements of Cash Flows.

The discount rates used in determining the present value of

leases represent our collateralized borrowing rate considering

each lease’s term and currency of payment. The lease term

includes options to extend or terminate the lease when it is

reasonably certain that we will exercise that option. Certain

leases have renewal options that can be exercised at the

discretion of the Company. Lease expense is generally

recognized on a straight-line basis over the lease term and

included in Occupancy and equipment rental expense.

Other Real Estate

Other real estate is classified within Other assets and includes all

expenditures incurred in connection with the acquisition,

development and construction of properties. Interest, payroll

related to construction, property taxes and other professional

fees attributable to land and property construction are capitalized

and added to the cost of those properties when active

development begins and ends when the property development is

fully completed and ready for its intended use. During the years

ended November 30, 2024, 2023 and 2022, capitalized interest of

$14.2 million, $12.9 million and $13.5 million, respectively, was

allocated among real estate projects that are currently under

development. 

Inventories and Cost of Sales

We have investments in entities that are consolidated by us that

are engaged in real estate activities and, prior to the sale of Idaho

Timber during the year ended November 30, 2022, were engaged

in manufacturing activities. Inventories arising from these

consolidated entities are classified as Other assets and are

stated at the lower of cost or net realizable value, with cost

principally determined under the first-in-first-out method. Cost of

goods sold, which is recognized within Non-interest expenses in

connection with sales of such inventories, principally includes

product and manufacturing costs, inbound and outbound

shipping costs and handling costs.

57		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Impairment of Long-Lived Assets

We evaluate our long-lived assets for impairment whenever

events or changes in circumstances indicate, in management’s

judgment, that the carrying value of such assets may not be

recoverable. When testing for impairment, we group our long-

lived assets with other assets and liabilities at the lowest level for

which identifiable cash flows are largely independent of the cash

flows of other assets and liabilities (or asset group). The

determination of whether an asset group is recoverable is based

on management’s estimate of undiscounted future cash flows

directly attributable to the asset group as compared to its

carrying value. If the carrying amount of the asset group is

greater than the undiscounted cash flows, an impairment loss

would be recognized for the amount by which the carrying

amount of the asset group exceeds its estimated fair value.

Assets Held for Sale

We classify assets and related liabilities as held for sale when: (i)

management has committed to a plan to sell the assets, (ii) the

net assets are available for immediate sale, (iii) there is an active

program to locate a buyer and (iv) the sale and transfer of the net

assets is probable within one year. Assets and liabilities held for

sale generally are presented separately on our Consolidated

Statements of Financial Condition with a valuation allowance, if

necessary, to recognize the net carrying amount at the lower of

cost or fair value, less costs to sell. Depreciation of property,

plant and equipment and amortization of finite-lived intangible

assets and right-of-use assets are not recorded while these

assets are classified as held for sale. For each period that assets

are classified as being held for sale, they are tested for

recoverability. Refer to Note 5, Assets Held for Sale and

Discontinued Operations for additional information.

Share-based Compensation

Share-based awards are measured based on the fair value of the

award and recognized over the required service or vesting period.

Certain executive and employee share-based awards contain

market, performance and/or service conditions. Market

conditions are incorporated into the grant-date fair value using a

Monte Carlo valuation model. Compensation expense for awards

with market conditions is recognized over the service period and

is not reversed if the market condition is not met. Awards with

performance conditions are amortized over the service period if it

is determined that it is probable that the performance condition

will be achieved. The fair value of options is estimated at the date

of grant using the Black-Scholes option pricing model. We

account for forfeitures as they occur, which results in dividends

and dividend equivalents originally charged against retained

earnings for forfeited shares to be reclassified to compensation

expense in the period in which the forfeiture occurs.

Income Taxes

Deferred tax assets and liabilities are recognized for the future

tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and

liabilities and their respective tax bases and for tax loss

carryforwards. Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in

the years in which those temporary differences are expected to

be recovered or settled. The effect of a change in tax rates on

deferred tax assets and liabilities is recognized in income in the

period that includes the enactment date. The realization of

deferred tax assets is assessed and a valuation allowance is

recorded to the extent that it is more likely than not that any

portion of the deferred tax asset will not be realized on the basis

of its projected tax return results.

We record uncertain tax positions using a two-step process:

(i) we determine whether it is more likely than not that each tax

position will be sustained on the basis of the technical merits of

the position; and (ii) for those tax positions that meet the more-

likely-than-not recognition threshold, we recognize the largest

amount of tax benefit that is more than 50 percent likely to be

realized upon ultimate settlement with the related tax authority.

We use the portfolio approach relating to the release of stranded

tax effects recorded in accumulated other comprehensive

income (loss). 

Earnings per Common Share

Basic earnings per share is calculated using the two-class

method and is computed by dividing net earnings available to

common shareholders by the weighted average number of

common shares outstanding and certain other shares committed

to be, but not yet issued. Net earnings available to common

shareholders represent net earnings to common shareholders

reduced by the allocation of earnings to participating

securities. Losses are not allocated to participating

securities. Common shares outstanding and certain other shares

committed to be, but not yet issued, include restricted stock and

restricted stock units (“RSUs”) for which no future service is

required. 

Diluted earnings per share is calculated using the two-class

method using the treasury stock or if-converted method, with the

more dilutive amount being reported. Diluted earnings per share

is computed by taking the sum of net earnings available to

common shareholders, dividends on preferred shares and

dividends on dilutive mandatorily redeemable convertible

preferred shares, divided by the weighted average number of

common shares outstanding and certain other shares committed

to be, but not yet issued, plus all dilutive common stock

equivalents outstanding during the period.

Preferred shares and unvested share-based payment awards that

contain nonforfeitable rights to dividends or dividend equivalents

(whether paid or unpaid) are participating securities and,

therefore, are included in the earnings allocation in computing

earnings per share under the two-class method of earnings per

share. Restricted stock and RSUs granted as part of share-based

compensation contain nonforfeitable rights to dividends and

dividend equivalents, respectively, and therefore, prior to the

requisite service being rendered for the right to retain the award,

restricted stock and RSUs meet the definition of a participating

security. RSUs granted under the senior executive compensation

plan are not considered participating securities as the rights to

dividend equivalents are forfeitable. Refer to Note 15,

Compensation Plans for more information regarding the senior

executive compensation plan.

Refer to Note 19, Total Equity for further information.

November 2024 Form 10-K		58

Notes to Consolidated Financial Statements

Legal Reserves

In the normal course of business, we have been named, from

time to time, as a defendant in legal and regulatory proceedings.

We are also involved, from time to time, in other exams,

investigations and similar reviews (both formal and informal) by

governmental and self-regulatory agencies regarding our

businesses, certain of which may result in judgments,

settlements, fines, penalties or other injunctions.

We recognize a liability for a contingency in Accrued expenses

and other liabilities when it is probable that a liability has been

incurred and the amount of loss can be reasonably estimated. If

the reasonable estimate of a probable loss is a range, we accrue

the most likely amount of such loss, and if such amount is not

determinable, then we accrue the minimum in the range as the

loss accrual. The determination of the outcome and loss

estimates requires significant judgment on the part of

management. We believe that any other matters for which we

have determined a loss to be probable and reasonably estimable

are not material to our consolidated financial statements.

In many instances, it is not possible to determine whether any

loss is probable or even possible or to estimate the amount of

any loss or the size of any range of loss. We believe that, in the

aggregate, the pending legal actions or regulatory proceedings

and any other exams, investigations or similar reviews (both

formal and informal) should not have a material adverse effect

on our consolidated results of operations, cash flows or financial

condition. In addition, we believe that any amount of potential

loss or range of potential loss in excess of what has been

provided in our consolidated financial statements that could be

reasonably estimated is not material.

Hedge Accounting

Hedge accounting is applied using interest rate swaps

designated as fair value hedges of changes in the benchmark

interest rate of fixed rate senior long-term debt. The interest rate

swaps are included as derivative contracts in Financial

instruments owned and Financial instruments sold, not yet

purchased. We use regression analysis to perform ongoing

prospective and retrospective assessments of the effectiveness

of these hedging relationships. A hedging relationship is deemed

effective if the change in fair value of the interest rate swap and

the change in the fair value of the long-term debt due to changes

in the benchmark interest rate offset within a range of 80% -

125%. The impact of valuation adjustments related to our own

credit spreads and counterparty credit spreads are included in

the assessment of effectiveness.

For qualifying fair value hedges of benchmark interest rates, the

change in the fair value of the derivative and the change in fair

value of the long-term debt provide offset of one another and,

together with any resulting ineffectiveness, are recorded in

Interest expense.

We seek to reduce the impact of fluctuations in foreign exchange

rates on our net investments in certain non-U.S. operations

through the use of foreign exchange contracts. The foreign

exchange contracts are included as derivative contracts in

Financial instruments owned and Financial instruments sold, not

yet purchased. For foreign exchange contracts designated as

hedges, the effectiveness of the hedge is assessed based on the

overall changes in the fair value of the forward contracts (i.e.,

based on changes in forward rates). For qualifying net

investment hedges, all gains or losses on the hedging

instruments are included in Currency translation adjustments and

other in our Consolidated Statements of Comprehensive Income.

Refer to Note 7, Derivative Financial Instruments for further

information.

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries having non-U.S.

dollar functional currencies are translated at exchange rates at

the end of a period. Revenues and expenses are translated at

average exchange rates during the period. The gains or losses

resulting from translating foreign currency financial statements

into U.S. dollars, net of hedging gains or losses and taxes, if any,

are included in Other comprehensive income. Gains or losses

resulting from foreign currency transactions are included in

Principal transactions revenues.

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.

Adopted Accounting Standards

Reference Rate Reform. The FASB issued guidance which

provides optional exceptions for applying U.S. GAAP to certain

contract modifications, hedge accounting relationships or other

transactions affected by reference rate reform. There was no

impact to our financial statements as a result of this guidance

upon the completion of our transition away from the London

Interbank Offered Rate (“LIBOR”) on June 30, 2023.

59		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Financial Instruments—Credit Losses. In June 2016, the FASB

issued ASU No. 2016-13, Measurement of Credit Losses on

Financial Instruments. The guidance provides for estimating

credit losses on financial assets measured at amortized cost by

introducing an approach based on expected losses over the

financial asset’s entire life, recorded at inception or purchase. On

January 1, 2023, Berkadia, our equity method investee, adopted

this guidance and applied a modified retrospective approach

through a cumulative-effect adjustment to retained earnings

upon adoption, which resulted in a decrease in retained earnings

of $14.8 million, net of tax attributable to an increase in the

allowance for credit losses. Our equity method investee, Jefferies

Finance, adopted the guidance on December 1, 2023, and the

impact on our consolidated financial statements was not

material.

Note 4. Business Acquisitions

We acquired Stratos and OpNet during the fourth quarter of 2023.

Stratos is a global provider of online foreign exchange services.

OpNet is a fixed wireless broadband service provider in Italy and

also owns a majority of the common shares of Tessellis S.p.A.

(“Tessellis”), a telecommunications company publicly listed on

the Italian stock exchange. These companies were investments

in our legacy merchant banking portfolio, and these transactions

have been accounted for 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.

Fair value of assets acquired and liabilities assumed on the

acquisition dates:

$ in thousands	Stratos	OpNet	Total
Cash and cash equivalents ......................	$83,006	$7,875	$90,881
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations .....................	124,306	—	124,306
Financial instruments owned, at fair value .......................................................	53,028	—	53,028
Investments in and loans to related parties ....................................................	—	6,644	6,644
Receivables:
Brokers, dealers and clearing organizations ..........................................	113,750	—	113,750
Fees, interest and other .........................	4,745	14,728	19,473
Property and equipment, net ....................	31,830	111,458	143,288
Goodwill (1) ................................................	5,463	127,051	132,514
Assets held for sale (2) .............................	—	578,820	578,820
Other assets (3) .........................................	31,135	98,278	129,413
Total assets acquired ...............................	$447,263	$944,854	$1,392,117
Financial instruments sold, net yet purchased, at fair value .......................	$31,293	$—	$31,293
Payables:
Brokers, dealers and clearing organizations ........................................	236	—	236
Customers payables .................................	297,494	—	297,494
Short-term borrowings ..............................	—	7,137	7,137
Lease liabilities ...........................................	9,308	23,040	32,348
Liabilities held for sale (2) ........................	—	303,447	303,447
Accrued expenses and other liabilities ...	18,011	176,308	194,319
Long-term debt ...........................................	—	75,437	75,437
Total liabilities assumed ..........................	$356,342	$585,369	$941,711
Net assets acquired ..................................	$90,921	$359,485	$450,406
Noncontrolling interests ..........................	$—	$42,168	$42,168

(1)All goodwill is attributed to the Asset Management reportable segment.

(2)Relates to the net operating assets of the wholesale operations of OpNet.

(3)Includes intangible assets in the form of purchased technology, trademarks

and trade names, and customer relationships related to Tessellis that was

acquired as part of obtaining control of OpNet. These intangible assets are

being amortized over a finite life of up to 20 years.

November 2024 Form 10-K		60

Notes to Consolidated Financial Statements

Stratos

We historically held a 49.9% voting interest in Stratos. In March

2023, certain noteholders of Global Brokerage Inc. (“GLBR”) filed

an involuntary bankruptcy petition against GLBR and its

subsidiary, Global Brokerage Holdings LLC (“Holdings”), which

holds a 50.1% voting equity interest in Stratos. On September 14,

2023, we completed a foreclosure on the collateral that GLBR had

pledged to secure its obligations under a credit facility, which

consisted of GLBR’s equity interest in Stratos. As a result of the

foreclosure, we own 100% of the outstanding interests of Stratos;

and Stratos has become a consolidated subsidiary.

In connection with the acquisition of the additional 50.1%

interests in Stratos, we extinguished our senior secured term loan

to Stratos of $39.2 million and recognized a gain of $5.6 million,

which is reflected in Principal transactions revenues. Upon the

acquisition, we remeasured our previously existing 49.9% interest

at fair value and recognized a loss of $4.7 million, in Other

revenues, representing the excess of the carrying value of the

49.9% interest of our $47.9 million equity method investment

over its fair value at the date of acquisition. The fair value of the

previously existing equity interest was measured using an

income approach based on estimates of future expected cash

flows applying a risk-adjusted discount rate of 24.5%. Critical

estimates to derive future expected cash flows includes the use

of projected revenues and expenses, applicable tax rates and

depreciation factors with the risk-adjusted discount rate based

upon an estimated weighted average cost of capital for the

acquired business.

No consideration, other than the nonmonetary exchange of our

senior secured term loan, was transferred in connection with the

foreclosure, which resulted in us obtaining 100% ownership of

the outstanding interests of Stratos. In applying acquisition

accounting, we estimated the overall enterprise fair value of

Stratos consistent with the methodology utilized to fair value our

previously existing 49.9% equity interest. The enterprise fair value

was allocated based on the fair values of the acquired assets and

assumed liabilities resulting in a gain of $0.9 million and goodwill

of $5.5 million.

The results of Stratos’ operations have been included in our

Consolidated Statements of Earnings from the date of

acquisition on September 14, 2023.

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. Additionally, during the first quarter of

2024, we exchanged €115.1 million of our shareholder loans for

additional preferred shares and also subscribed to additional

preferred shares of €25.0 million at a price per share of €10.00.

During the second quarter of 2024, we provided an additional

shareholder loan of €20.0 million and subscribed to additional

preferred shares of €18.7 million at a price per share of €10.00. In

June 2024, we provided an additional shareholder loan of

€20.0 million.

Upon obtaining control of OpNet on November 30, 2023 the

assets and liabilities of OpNet are included in our consolidated

financial statements. Additionally, OpNet was considered to be a

variable interest entity and we determined that we were the

primary beneficiary of OpNet. 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

certain net operating assets of OpNet, which have been classified

as held for sale, and OpNet’s percentage ownership of Tessellis

common shares based on the publicly listed exchange price of

Tessellis on November 30, 2023. No consideration was

transferred in connection with the consolidation.

The remaining identifiable assets and assumed liabilities of

OpNet primarily represent 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.

The initial estimated purchase price allocation as of November

30, 2023 for OpNet 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 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

purchase price allocation adjustments related to the identified

assets and may adjust these amounts upon completion of our

assessment in subsequent reporting periods.

61		Jefferies Financial Group Inc.

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. Upon designation as an asset held for sale, we

discontinue recording depreciation expense on such asset.

Foursight’s major classes of assets and liabilities:

$ in thousands	November 30, 2023
Assets held for sale:
Cash and cash equivalents .....................................................................	$3,555
Other receivables ......................................................................................	1,478
Premises and equipment, net .................................................................	1,175
Operating lease assets ............................................................................	7,635
Goodwill (1)................................................................................................	24,000
Other assets (2) ........................................................................................	928,808
Total assets held for sale ........................................................................	$966,651
Liabilities held for sale:
Other secured financings .........................................................................	$700,615
Lease liabilities ..........................................................................................	8,821
Accrued expenses and other liabilities ..................................................	11,503
Long-term debt ..........................................................................................	149,262
Total liabilities held for sale ...................................................................	$870,201

(1)Goodwill was allocated based on the relative fair values of the applicable

reporting units prior to being reclassified as held for sale.

(2)Includes $850.8 million of automobile loan receivables and $42.1 million in

deposits required under Foursight’s warehouse credit facilities and amounts

collected on pledged automobile loan receivables yet to be distributed.

During 2024, we closed the sale of Foursight and recognized a

gain on sale of $24.2 million, which is included within Other

revenues.

OpNet

We classified certain net operating assets of OpNet as held for

sale in our Consolidated Statements of Financial Condition at

November 30, 2023. The net operating assets that were

classified as held for sale were recognized at their estimated fair

values pursuant to the step-acquisition accounting related to our

interests in OpNet. Refer to Note 4, Business Acquisitions for

further information.

The major components of the held for sale assets and liabilities

in the disposal group primarily consisted of intangible assets

relating to radio frequency networks, customer relationships and

other branding rights. The liabilities held for sale consisted

primarily of OpNet’s outstanding publicly listed notes. The fair

value of the intangible assets was based on the estimated sale

price of the disposal group and the fair value of the publicly listed

notes were based on observations of quoted transaction prices.

Effective with the designation of the disposal group as held for

sale, we suspended recording depreciation of property, plant and

equipment and amortization of finite-lived intangible assets and

right-of-use assets while these assets were classified as held for

sale.

The activities of OpNet’s wholesale operations have been

classified as discontinued operations for the year ended

November 30, 2024 and OpNet’s results are presented in Net

earnings (losses) from discontinued operations (including gain

on disposal), net of tax.

In February 2024, we agreed to sell substantially all of OpNet’s

wholesale operating assets. The sale closed in August 2024.

Airplanes

During 2024, we classified certain airplanes related to 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

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.

November 2024 Form 10-K		62

Notes to Consolidated Financial Statements

Note 6. Fair Value Disclosures

	November 30, 2024 (1)
$ in thousands	Level 1	Level 2	Level 3	Counterparty and Cash Collateral 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 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 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 net asset value (“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.

63		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

	November 30, 2023 (1)
$ in thousands	Level 1	Level 2	Level 3	Counterparty and Cash Collateral Netting (1)	Total
Assets:
Financial instruments owned:
Corporate equity securities ................................................................................	$3,831,698	$211,182	$181,294	$—	$4,224,174
Corporate debt securities ...................................................................................	—	4,921,222	26,112	—	4,947,334
Collateralized debt obligations and collateralized loan obligations ............	—	869,246	64,862	—	934,108
U.S. government and federal agency securities .............................................	3,563,164	65,566	—	—	3,628,730
Municipal securities ............................................................................................	—	223,502	—	—	223,502
Sovereign obligations .........................................................................................	1,051,494	609,452	—	—	1,660,946
Residential mortgage-backed securities .........................................................	—	2,048,309	20,871	—	2,069,180
Commercial mortgage-backed securities .......................................................	—	344,902	508	—	345,410
Other asset-backed securities ...........................................................................	—	255,048	117,661	—	372,709
Loans and other receivables ..............................................................................	—	1,320,217	130,101	—	1,450,318
Derivatives ............................................................................................................	314	3,649,814	8,336	(3,107,620)	550,844
Investments at fair value ....................................................................................	—	—	130,835	—	130,835
Total financial instruments owned, excluding Investments at fair value based on NAV .................................................................................................	$8,446,670	$14,518,460	$680,580	$(3,107,620)	$20,538,090
Securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations .............................	$110,198	$—	$—	$—	$110,198
Securities received as collateral .......................................................................	8,800	—	—	—	8,800
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities ................................................................................	$2,235,049	$83,180	$676	$—	$2,318,905
Corporate debt securities ...................................................................................	—	2,842,776	124	—	2,842,900
Collateralized debt obligations and collateralized loan obligations ............	—	36	—	—	36
U.S. government and federal agency securities .............................................	2,957,787	—	—	—	2,957,787
Sovereign obligations .........................................................................................	1,229,795	579,302	—	—	1,809,097
Residential mortgage-backed securities .........................................................	—	463	—	—	463
Commercial mortgage-backed securities ......................................................	—	—	840	—	840
Loans.....................................................................................................................	—	173,828	1,521	—	175,349
Derivatives ............................................................................................................	54	3,851,004	59,291	(2,764,572)	1,145,777
Total financial instruments sold, not yet purchased ....................................	$6,422,685	$7,530,589	$62,452	$(2,764,572)	$11,251,154
Other secured financings ...................................................................................	$—	$—	$3,898	$—	$3,898
Obligation to return securities received as collateral ...................................	8,800	—	—	—	8,800
Long-term debt ....................................................................................................	—	963,846	744,597	—	1,708,443

(1)Excludes investments at fair value based on net asset value (“NAV”) of $1.21 billion at November 30, 2023 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.

The following is a description of the valuation basis, including

valuation techniques and inputs, used in measuring our financial

assets and liabilities that are accounted for at fair value on a

recurring basis:

Cash and securities segregated and on deposit for regulatory

purposes or deposited with clearing and depository organizations

Segregated U.S. Treasury securities are measured based on

quoted market prices obtained from external pricing services and

categorized within Level 1 of the fair value hierarchy.

Corporate Equity Securities

•Exchange-Traded Equity Securities: Exchange-traded equity

securities are measured based on quoted closing exchange

prices, which are generally obtained from external pricing

services, and are categorized within Level 1 of the fair value

hierarchy, otherwise they are categorized within Level 2 of the

fair value hierarchy.

•Non-Exchange-Traded Equity Securities: Non-exchange-traded

equity securities are measured, where available, using broker

quotations, pricing data from external pricing services and

prices observed from recently executed market transactions

and are categorized within Level 2 of the fair value hierarchy.

Where such information is not available, non-exchange-traded

equity securities are categorized within Level 3 of the fair value

hierarchy and measured using valuation techniques involving

quoted prices of or market data for comparable companies,

similar company ratios and multiples (e.g., price/Earnings

before interest, taxes, depreciation and amortization

(“EBITDA”), price/book value), discounted cash flow analyses

and transaction prices observed from subsequent financing or

November 2024 Form 10-K		64

Notes to Consolidated Financial Statements

capital issuance by the company. When using pricing data of

comparable companies, judgment must be applied to adjust

the pricing data to account for differences between the

measured security and the comparable security (e.g., issuer

market capitalization, yield, dividend rate, geographical

concentration).

•Equity Warrants: Non-exchange-traded equity warrants are

measured primarily from observed prices on recently executed

market transactions and broker quotations and are categorized

within Level 2 of the fair value hierarchy. Where such

information is not available, non-exchange-traded equity

warrants are generally categorized within Level 3 of the fair

value hierarchy and can be measured using third-party

valuation services or the Black-Scholes model with key inputs

impacting the valuation including the underlying security price,

implied volatility, dividend yield, interest rate curve, strike price

and maturity date.

Corporate Debt Securities

•Investment Grade Corporate Bonds: Investment grade

corporate bonds are measured primarily using pricing data

from external pricing services and broker quotations, where

available, prices observed from recently executed market

transactions and bond spreads. Investment grade corporate

bonds measured using these valuation methods are

categorized within Level 2 of the fair value hierarchy. If broker

quotes, pricing data or spread data is not available, alternative

valuation techniques may be used. Investment grade corporate

bonds measured using alternative valuation techniques are

categorized within Level 2 or Level 3 of the fair value hierarchy.

•High Yield Corporate and Convertible Bonds: A significant

portion of our high yield corporate and convertible bonds are

categorized within Level 2 of the fair value hierarchy and are

measured primarily using broker quotations and pricing data

from external pricing services, where available, and prices

observed from recently executed market transactions of

institutional size. Where pricing data is less observable,

valuations are categorized within Level 3 of the fair value

hierarchy and are based on pending transactions involving the

issuer or comparable issuers, prices implied from an issuer’s

subsequent financing or recapitalization, models incorporating

financial ratios and projected cash flows of the issuer and

market prices for comparable issuers.

Collateralized Debt Obligations and Collateralized Loan

Obligations

Collateralized debt obligations (“CDOs”) and collateralized loan

obligations (“CLOs”) are measured based on prices observed

from recently executed market transactions of the same or

similar security or based on valuations received from third-party

brokers or data providers and are categorized within Level 2 or

Level 3 of the fair value hierarchy depending on the observability

and significance of the pricing inputs. Valuation that is based on

recently executed market transactions of similar securities

incorporates additional review and analysis of pricing inputs and

comparability criteria, including, but not limited to, collateral type,

tranche type, rating, origination year, prepayment rates, default

rates and loss severity.

U.S. Government and Federal Agency Securities

•U.S. Treasury Securities: U.S. Treasury securities are measured

based on quoted market prices obtained from external pricing

services and categorized within Level 1 of the fair value

hierarchy.

•U.S. Agency Debt Securities: Callable and non-callable U.S.

agency debt securities are measured primarily based on

quoted market prices obtained from external pricing services

and are generally categorized within Level 1 or Level 2 of the

fair value hierarchy.

Municipal Securities

Municipal securities are measured based on quoted prices

obtained from external pricing services, where available, or

recently executed independent transactions of comparable size

and are generally categorized within Level 2 of the fair value

hierarchy.

Sovereign Obligations

Sovereign government obligations are measured based on

quoted market prices obtained from external pricing services,

where available, or recently executed independent transactions of

comparable size. Sovereign government obligations, with

consideration given to the country of issuance, are generally

categorized within Level 1 or Level 2 of the fair value hierarchy.

Residential Mortgage-Backed Securities

•Agency Residential Mortgage-Backed Securities (“RMBS”):

Agency RMBS include mortgage pass-through securities (fixed

and adjustable rate), collateralized mortgage obligations and

principal-only and interest-only (including inverse interest-only)

securities. Agency RMBS are generally measured using recent

transactions, pricing data from external pricing services or

expected future cash flow techniques that incorporate

prepayment models and other prepayment assumptions to

amortize the underlying mortgage loan collateral and are

categorized within Level 2 or Level 3 of the fair value hierarchy.

We use prices observed from recently executed transactions to

develop market-clearing spread and yield assumptions.

Valuation inputs with regard to the underlying collateral

incorporate factors such as weighted average coupon, loan-to-

value, credit scores, geographic location, maximum and

average loan size, originator, servicer and weighted average

loan age.

•Non-Agency RMBS: The fair value of non-agency RMBS is

determined primarily using pricing data from external pricing

services, where available, and discounted cash flow

methodologies and securities are categorized within Level 2 or

Level 3 of the fair value hierarchy based on the observability

and significance of the pricing inputs used. Performance

attributes of the underlying mortgage loans are evaluated to

estimate pricing inputs, such as prepayment rates, default

rates and the severity of credit losses. Attributes of the

underlying mortgage loans that affect the pricing inputs

include, but are not limited to, weighted average coupon;

average and maximum loan size; loan-to-value; credit scores;

documentation type; geographic location; weighted average

loan age; originator; servicer; historical prepayment, default

and loss severity experience of the mortgage loan pool; and

delinquency rate. Yield curves used in the discounted cash flow

models are based on observed market prices for comparable

securities and published interest rate data to estimate market

yields. In addition, broker quotes, where available, are also

referenced to compare prices.

65		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Commercial Mortgage-Backed Securities

•Agency Commercial Mortgage-Backed Securities (“CMBS”):

Government National Mortgage Association (“Ginnie Mae”)

project loan bonds are measured based on inputs corroborated

from and benchmarked to observed prices of recent

securitization transactions of similar securities with

adjustments incorporating an evaluation of various factors,

including prepayment speeds, default rates and cash flow

structures. Federal National Mortgage Association (“Fannie

Mae”) Delegated Underwriting and Servicing (“DUS”) mortgage-

backed securities are generally measured by using prices

observed from recently executed market transactions to

estimate market-clearing spread levels for purposes of

estimating fair value. Ginnie Mae project loan bonds and

Fannie Mae DUS mortgage-backed securities are categorized

within Level 2 of the fair value hierarchy.

•Non-Agency CMBS: Non-agency CMBS are measured using

pricing data obtained from external pricing services, prices

observed from recently executed market transactions or based

on expected cash flow models that incorporate underlying loan

collateral characteristics and performance. Non-Agency CMBS

are categorized within Level 2 or Level 3 of the fair value

hierarchy depending on the observability of the underlying

inputs.

Other Asset-Backed Securities

Other asset-backed securities (“ABS”) include, but are not limited

to, securities backed by auto loans, credit card receivables,

student loans and other consumer loans and are categorized

within Level 2 or Level 3 of the fair value hierarchy. Valuations are

primarily determined using pricing data obtained from external

pricing services, broker quotes and prices observed from recently

executed market transactions. In addition, recent transaction

data from comparable deals is deployed to develop market

clearing yields and cumulative loss assumptions. The cumulative

loss assumptions are based on the analysis of the underlying

collateral and comparisons to earlier deals with similar collateral

to gauge the relative performance of the deal.

Loans and Other Receivables

•Corporate Loans: Corporate loans categorized within Level 2 of

the fair value hierarchy are measured based on market

consensus pricing service quotations. Where available, market

price quotations from external pricing services are reviewed to

ensure they are supported by transaction data. Corporate loans

categorized within Level 3 of the fair value hierarchy are

measured based on price quotations that are considered to be

less transparent. Price quotations are derived using market

prices for debt securities of the same creditor and estimates of

future cash flows. Future cash flows use assumptions

regarding creditor default and recovery rates, credit rating,

effective yield and consideration of the issuer’s capital

structure.

•Participation Certificates in Agency Residential Loans:

Valuations of participation certificates in agency residential

loans are based on observed market prices of recently

executed purchases and sales of similar loans and data

provider pricing. The loan participation certificates are

categorized within Level 2 of the fair value hierarchy given the

observability and volume of recently executed transactions and

availability of data provider pricing.

•Project Loans and Participation Certificates in Ginnie Mae

Project and Construction Loans: Valuations of participation

certificates in Ginnie Mae project and construction loans are

based on inputs corroborated from and benchmarked to

observed prices of recent securitizations with similar

underlying loan collateral to derive an implied spread.

Securitization prices are adjusted to estimate the fair value of

the loans to account for the arbitrage that is realized at the

time of securitization. The measurements are categorized

within Level 2 of the fair value hierarchy given the observability

and volume of recently executed transactions.

•Consumer Loans and Funding Facilities: Consumer and small

business whole loans and related funding facilities are valued

based on observed market transactions and incorporating

valuation inputs including, but not limited to, delinquency and

default rates, prepayment rates, borrower characteristics, loan

risk grades and loan age. These assets are categorized within

Level 2 or Level 3 of the fair value hierarchy.

•Escrow and Claim Receivables: Escrow and claim receivables

are categorized within Level 2 of the fair value hierarchy where

fair value is based on recent observations in the same

receivable. Escrow and claim receivables are categorized

within Level 3 of the fair value hierarchy where fair value is

estimated based on reference to market prices and implied

yields of debt securities of the same or similar issuers.

Derivatives

•Listed Derivative Contracts: Listed derivative contracts that are

actively traded are measured based on quoted exchange

prices, broker quotes or vanilla option valuation models, such

as Black-Scholes, using observable valuation inputs from the

principal market or consensus pricing services. Exchange

quotes and/or valuation inputs are generally obtained from

external vendors and pricing services. Broker quotes are

validated directly through observable and tradeable quotes.

Listed derivative contracts that use exchange close prices are

generally categorized within Level 1 of the fair value hierarchy.

All other listed derivative contracts are generally categorized

within Level 2 of the fair value hierarchy.

•Over-the-Counter (“OTC”) Derivative Contracts: OTC derivative

contracts are generally valued using models, whose inputs

reflect assumptions that we believe market participants would

use in valuing the derivative in a current transaction. Where

available, valuation inputs are calibrated from observable

market data. For many OTC derivative contracts, the valuation

models do not involve material subjectivity as the

methodologies do not entail significant judgment and the

inputs to valuation models do not involve a high degree of

subjectivity as the valuation model inputs are readily

observable or can be derived from actively quoted markets.

OTC derivative contracts are primarily categorized within Level

2 of the fair value hierarchy given the observability and

significance of the inputs to the valuation models. Where

significant inputs to the valuation are unobservable, derivative

instruments are categorized within Level 3 of the fair value

hierarchy.

November 2024 Form 10-K		66

Notes to Consolidated Financial Statements

OTC options include OTC equity, foreign exchange, interest rate

and commodity options measured using various valuation

models, such as Black-Scholes, with key inputs including the

underlying security price, foreign exchange spot rate,

commodity price, implied volatility, dividend yield, interest rate

curve, strike price and maturity date. Discounted cash flow

models are utilized to measure certain OTC derivative

contracts including the valuations of our interest rate swaps,

which incorporate observable inputs related to interest rate

curves, valuations of our foreign exchange forwards and

swaps, which incorporate observable inputs related to foreign

currency spot rates and forward curves and valuations of our

commodity swaps and forwards, which incorporate observable

inputs related to commodity spot prices and forward curves.

Credit default swaps include both index and single-name credit

default swaps. Where available, external data is used in

measuring index credit default swaps and single-name credit

default swaps. For commodity and equity total return swaps,

market prices are generally observable for the underlying asset

and used as the basis for measuring the fair value of the

derivative contracts. Total return swaps executed on other

underlyings are measured based on valuations received from

external pricing services.

Securities Received as Collateral / Obligations to Return Securities

Received as Collateral

In connection with securities-for-securities transactions in which

we are the lender of securities and are permitted to sell or

repledge the securities received as collateral, we report the fair

value of the collateral received and the related obligation to

return the collateral. Valuation is based on the price of the

underlying security and is categorized within the corresponding

leveling guidance above. These financial instruments are typically

categorized within Level 1 of the fair value hierarchy.

Other Secured Financings

Other secured financings that are accounted for at fair value are

classified within Level 2 or Level 3 of the fair value hierarchy. Fair

value is based on estimates of future cash flows incorporating

assumptions regarding recovery rates.

Long-term Debt

Long-term debt includes variable rate, fixed-to-floating rate,

equity-linked notes, constant maturity swap, digital, callable,

collared floating rate and Bermudan structured notes. These are

valued using various valuation models that incorporate our own

credit spread, market price quotations from external pricing

sources referencing the appropriate interest rate curves,

volatilities and other inputs as well as prices for transactions in a

given note during the period. Long-term debt notes are generally

categorized within Level 2 of the fair value hierarchy where

market trades have been observed during the period or model

pricing is available, otherwise the notes are categorized within

Level 3.

Investments at Fair Value

Investments at fair value includes investments in hedge funds

and private equity 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:

	November 30, 2024
$ in thousands	Fair Value (1)	Unfunded Commitments	Redemption Frequency	Redemption Notice Period
Equity Long/ Short Hedge Funds (2) ............	$280,364	$—	Quarterly (100%)	45 - 90 days
Equity Funds (3)	60,215	30,530	N/R (100%)	N/R
Commodity Fund (4) ..............	21,149	—	Quarterly (100%)	60 days
Multi-asset Funds (5) ............	359,207	—	Monthly (86%) Quarterly (14%)	45 - 60 days 90 days
Other Funds (6) .	531,754	263,250	Quarterly (70%) Monthly (2%) N/R (28%)	90 days 30 days N/R
Total ...................	$1,252,689	$293,780

	November 30, 2023
$ in thousands	Fair Value (1)	Unfunded Commitments	Redemption Frequency	Redemption Notice Period
Equity Long/ Short Hedge Funds (2) ............	$341,530	$—	Quarterly (57%) N/R (43%)	60 - 90 days
Equity Funds (3)	55,701	37,534	N/R (100%)	N/R
Commodity Fund (4) ..............	21,747	—	Quarterly (100%)	60 days
Multi-asset Funds (5) ............	357,445	—	Monthly (83%) Quarterly (13%) N/R (4%)	60 days 90 days N/R
Other Funds (6) .	432,960	132,662	Quarterly (75%) N/R (25%)	90 days N/R
Total ...................	$1,209,383	$170,196

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. The non-redeemable investments at November 30, 2023 included

restrictions before November 30, 2023 or August 31, 2025.

(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)Includes investments in a hedge fund that invests, long and short, primarily in

commodities.

(5)Includes investments in hedge funds that invest, long and short, primarily in

multi-asset securities in domestic and international markets in both the public

and private sectors. The non-redeemable investments at November 30, 2023

included restrictions before April, 1 2024.

(6)Primarily includes investments in a fund that invests in short-term trade

receivables and payables that are expected to generally be outstanding

between 90 to 120 days and short-term credit instruments, as well as

investments in a fund that invests, long and short, in distressed and special

situations credit strategies across sectors and asset types.

67		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Level 3 Rollforwards

Changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the

year ended November 30, 2024:

									For instruments still held at November 30, 2024, changes in unrealized gains/(losses) included in:
$ in thousands	Balance at November 30, 2023	Total gains/ losses (realized and unrealized) (1)	Purchases	Sales	Settlements	Issuances	Net transfers into/ (out of) Level 3	Balance at November 30, 2024	Earnings (1)	Other comprehensive income (1)
Assets:
Financial instruments owned:
Corporate equity securities ...	$181,294	$(4,616)	$50,297	$(524)	$—	$—	$12,913	$239,364	$(11,748)	$—
Corporate debt securities ......	26,112	(4,442)	16,219	(7,307)	(400)	—	(5,251)	24,931	(19,872)	—
CDOs and CLOs .......................	64,862	(6,194)	34,964	(21,963)	(2,198)	—	(5,495)	63,976	(2,437)	—
Sovereign obligations .............	—	—	172	—	—	—	—	172	172	—
RMBS ........................................	20,871	(669)	6,874	(5,384)	(51)	—	(13,927)	7,714	(395)	—
CMBS ........................................	508	(31)	—	—	—	—	—	477	(64)	—
Other ABS .................................	117,661	(22,251)	63,704	(74,139)	(10,284)	—	28,523	103,214	(17,242)	—
Loans and other receivables .	130,101	(1,664)	79,399	(41,551)	(20,523)	—	6,824	152,586	(22,108)	—
Investments at fair value .......	130,835	(12,142)	19,726	—	(547)	—	(7)	137,865	(12,142)	—
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities ...	$676	$682	$(1,150)	$—	$—	$—	$—	$208	$3	$—
Corporate debt securities ......	124	(3)	—	—	(1,100)	—	1,144	165	105	—
CMBS ........................................	840	(1)	(245)	560	—	—	(1)	1,153	1	—
Loans ........................................	1,521	(148)	(1,443)	16,946	—	—	(12)	16,864	125	—
Net derivatives (2) ...................	50,955	(9,648)	—	—	(12,298)	3,766	(10,489)	22,286	8,110	—
Other secured financings .......	3,898	4,482	—	—	(4,415)	10,919	—	14,884	(4,482)
Long-term debt ........................	744,597	51,747	—	—	(2,109)	28,614	(946)	821,903	(37,526)	(28,442)

(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 Year Ended

November 30, 2024

Transfers of assets of $90.5 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Other ABS of $47.6 million, corporate equity securities of $22.7

million, loans and other receivables of $14.9 million, CDOs and

CLOs of $2.7 million and corporate debt securities of $2.0

million due to reduced pricing transparency.

Transfers of assets of $66.9 million from Level 3 to Level 2 are

primarily attributed to:

•Other ABS of $19.0 million, RMBS of $14.6 million, corporate

equity securities of $9.7 million, CDOs and CLOs of $8.2 million

and loans and other receivables of $8.1 million due to greater

pricing transparency.

Transfers of liabilities of $30.1 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Structured notes within long-term debt of $26.8 million and net

derivatives of $3.1 million due to reduced pricing and market

transparency.

Transfers of liabilities of $40.4 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Structured notes within long-term debt of $27.8 million and net

derivatives of $13.6 million due to greater pricing and market

transparency.

Net losses on Level 3 assets were $52.0 million and net losses

on Level 3 liabilities were $47.1 million for the year ended

November 30, 2024. Net losses on Level 3 assets were primarily

due to decreased market values in loans and other receivables,

other ABS, investments at fair value, CDOs and CLOs, corporate

equity securities and corporate debt securities. Net losses on

Level 3 liabilities were primarily due to increased market

valuations of certain structured notes within long-term debt and

other secured financings, partially offset by decreases in certain

derivatives.

November 2024 Form 10-K		68

Notes to Consolidated Financial Statements

Changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the

year ended November 30, 2023:

									For instruments still held at November 30, 2023, changes in unrealized gains/(losses) included in:
$ in thousands	Balance at November 30, 2022	Total gains/ losses (realized and unrealized) (1)	Purchases	Sales	Settlements	Issuances	Net transfers into/ (out of) Level 3	Balance at November 30, 2023	Earnings (1)	Other comprehensive income (1)
Assets:
Financial instruments owned:
Corporate equity securities .......................	$240,347	$(65,037)	$7,865	$(1,228)	$—	$—	$(653)	$181,294	$(11,007)	$—
Corporate debt securities	30,232	1,749	4,132	(18,325)	(200)	—	8,524	26,112	(703)	—
CDOs and CLOs .................	55,824	31,218	51,632	(3,199)	(56,624)	—	(13,989)	64,862	(10,774)	—
RMBS ..................................	27,617	(5,709)	10	—	(247)	—	(800)	20,871	(1,775)	—
CMBS ..................................	839	(331)	—	—	—	—	—	508	(327)	—
Other ABS ...........................	94,677	(17,800)	71,261	(37,088)	(26,936)	—	33,547	117,661	(20,678)	—
Loans and other receivables ....................	168,875	10,995	55,520	(42,999)	(46,383)	—	(15,907)	130,101	4,168	—
Investments at fair value .	161,992	83,382	8,852	(15,080)	(107,963)	—	(348)	130,835	(5,762)	—
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities .......................	$750	$348	$(1,477)	$1,055	$—	$—	$—	$676	$284	$—
Corporate debt securities	500	(35)	(187)	—	—	—	(154)	124	29	—
CMBS ..................................	490	—	—	350	—	—	—	840	—	—
Loans ..................................	3,164	(114)	(1,655)	126	—	—	—	1,521	(992)	—
Net derivatives (2) .............	59,524	(10,405)	(527)	170	(3,496)	2,158	3,531	50,955	6,760	—
Other secured financings .	1,712	2,186	—	—	—	—	—	3,898	(2,186)	—
Long-term debt ..................	661,123	70,945	—	—	—	17,140	(4,611)	744,597	(28,327)	(59,706)

(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 Year Ended

November 30, 2023

Transfers of assets of $88.5 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Other ABS of $57.8 million, loans and other receivables of

$16.5 million, corporate debt securities of $8.9 million and

corporate equity securities of $5.3 million due to reduced

pricing transparency.

Transfers of assets of $78.2 million from Level 3 to Level 2 are

primarily attributed to:

•Loans and other receivables of $32.4 million, other ABS of

$24.3 million, CDOs and CLOs of $14.0 million and corporate

equity securities of $6.0 million due to greater pricing

transparency supporting classification into Level 2.

Transfers of liabilities of $60.8 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Net derivatives of $35.6 million and structured notes within

long-term debt of $25.2 million due to reduced pricing and

market transparency.

Transfers of liabilities of $62.0 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Net derivatives of $32.0 million and structured notes within

long-term debt of $29.8 million due to greater pricing and

market transparency.

Net gains on Level 3 assets were $38.5 million and net losses on

Level 3 liabilities were $62.9 million for the year ended November

30, 2023. Net gains on Level 3 assets were primarily due to

increased market values in investments at fair value, CDOs and

CLOs and loans and other receivables, partially offset by

decreases in corporate equity securities and other ABS. Net

losses on Level 3 liabilities were primarily due to increased

market valuations of certain structured notes within long-term

debt, partially offset by decreases in certain derivatives.

69		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the

year ended November 30, 2022:

									For instruments still held at November 30, 2022, changes in unrealized gains/(losses) included in:
$ in thousands	Balance at November 30, 2021	Total gains/ losses (realized and unrealized) (1)	Purchases	Sales	Settlements	Issuances	Net transfers into/ (out of) Level 3	Balance at November 30, 2022	Earnings (1)	Other comprehensive income (1)
Assets:
Financial instruments owned:
Corporate equity securities .......................	$118,489	$(645)	$171,700	$(62,474)	$(298)	$—	$13,575	$240,347	$7,286	$—
Corporate debt securities	11,803	946	18,686	(23,964)	(9)	—	22,770	30,232	(2,087)	—
CDOs and CLOs .................	31,946	7,099	44,995	(22,600)	(16,634)	—	11,018	55,824	(10,938)	—
RMBS ..................................	1,477	(13,210)	35,774	(372)	(240)	—	4,188	27,617	(7,728)	—
CMBS ..................................	2,333	(733)	—	(749)	—	—	(12)	839	(703)	—
Other ABS ...........................	93,524	(6,467)	74,353	(20,362)	(39,647)	—	(6,724)	94,677	(26,982)
Loans and other receivables ....................	178,417	(1,912)	45,536	(33,692)	(48,218)	—	28,744	168,875	(11,610)	—
Investments, at fair value .	154,373	46,735	74,984	(74,742)	(15,951)	—	(23,407)	161,992	33,294	—
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities .......................	$4,635	$(3,611)	$(815)	$4,858	$—	$—	$(4,317)	$750	$2,382	$—
Corporate debt securities	482	88	(70)	—	—	—	—	500	(88)	—
CMBS ..................................	210	—	—	280	—	—	—	490	—	—
Loans ..................................	9,925	1,197	(5,173)	—	96	—	(2,881)	3,164	(2,484)	—
Net derivatives (2) .............	67,769	(181,750)	(1,559)	1,285	—	28,436	145,343	59,524	168,304	—
Other secured financings .	25,905	(650)	—	—	(23,543)	—	—	1,712	650	—
Long-term debt ..................	881,732	(280,967)	—	—	(3,919)	83,874	(19,597)	661,123	239,400	41,567

(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 Year Ended

November 30, 2022

Transfers of assets of $111.7 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Loans and other receivables of $33.2 million, corporate debt

securities of $22.8 million, other ABS of $22.6 million,

corporate equity securities of $17.9 million and CDOs and

CLOs of $11.0 million due to reduced price transparency.

Transfers of assets of $61.5 million from Level 3 to Level 2 are

primarily attributed to:

•Other ABS of $29.3 million, investments at fair value of $23.4

million, loans and other receivables of $4.5 million and

corporate equity securities of $4.3 million due to greater

pricing transparency supporting classification into Level 2.

Transfers of liabilities of $172.1 million from Level 2 to Level 3

are primarily attributed to:

•Net derivatives of $152.8 million and structured notes within

long-term debt of $19.3 million due to reduced pricing and

market transparency.

Transfers of liabilities of $53.6 million from Level 3 to Level 2 are

primarily attributed to:

•Structured notes within long-term debt of $38.9 million, net

derivatives of $7.5 million and corporate equity securities of

$4.3 million due to greater pricing transparency.

Net gains on Level 3 assets were $31.8 million and net gains on

Level 3 liabilities were $465.7 million for the year ended

November 30, 2022. Net gains on Level 3 assets were primarily

due to increased market values in investments at fair value and

CDOs and CLOs, partially offset by decreases in RMBS and Other

ABS. Net gains on Level 3 liabilities were primarily due to

decreased market valuations of certain structured notes within

long-term debt and 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

November 2024 Form 10-K		70

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.

November 30, 2024
Financial Instruments Owned	Fair Value (in thousands)	Valuation Technique	Significant Unobservable Input(s)	Input / Range			Weighted Average
Corporate equity securities .....................	$239,364
Non-exchange-traded securities		Market approach	Price	$0	-	$486	$68
Corporate debt securities ........................	$24,931	Market approach	Price	$28	-	$105	$74
CDOs and CLOs ..........................................	$53,388	Discounted cash flows	Constant prepayment rate	20%			—
			Constant default rate	2%			—
			Loss severity	30%			—
			Discount rate/yield	14%	-	32%	26%
		Market approach	Price	$70	-	$106	$94
RMBS	$7,714	Discounted cash flows	Constant prepayment rate	20%			—
			Loss severity	10%			—
			Discount rate/yield	12%			—
Other ABS ...................................................	$98,172	Discounted cash flows	Discount rate/yield	19%	-	30%	25%
			Cumulative loss rate	17%	-	34%	24%
			Duration (years)	0.9	-	1.0	0.9
		Market approach	Price	$106	-	$127	$121
		Scenario analysis	Estimated recovery percentage	92%			—
Loans and other receivables ...................	$152,586	Market approach	Price	$17	-	$106	$75
		Scenario analysis	Estimated recovery percentage	3%	-	252%	50%
Derivatives ..................................................	$1,396
Embedded options		Market approach	Basis points upfront	0.3			—
Investments at fair value ..........................	$132,769
Private equity securities		Market approach	Price	$1	-	$8,506	$501
			Discount rate/yield	28%			—
			Revenue	$29,908,372			—
Financial Instruments Sold, Not Yet Purchased:
Loans ..........................................................	$16,864	Market approach	Price	$17	-	$100	$75
		Scenario analysis	Estimated recovery percentage	0%	-	205%	50%
Derivatives ..................................................	$25,045
Equity options		Volatility benchmarking	Volatility	28%	-	102%	49%
Options		Market approach	Basis points upfront	8.0	-	22.3	14.9
Other secured financings .........................	$14,884	Scenario analysis	Estimated recovery percentage	60%	-	100%	93%
		Market approach	Price	$117			—
Long-term debt ..........................................	$821,903
Structured notes		Market approach	Price	$61	-	$122	$96

71		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

November 30, 2023
Financial Instruments Owned	Fair Value (in thousands)	Valuation Technique	Significant Unobservable Input(s)	Input / Range			Weighted Average
Corporate equity securities .....................	$181,294
Non-exchange-traded securities		Market approach	Price	$0	-	$325	$59
Corporate debt securities ........................	$26,112	Market approach	Price	$40	-	$94	$50
		Discounted cash flow	Discount rate/yield	11%			—
		Scenario analysis	Estimated recovery percentage	4%			—
CDOs and CLOs ..........................................	$64,862	Discounted cash flows	Constant prepayment rate	15%	-	20%	19
			Constant default rate	2%			—
			Loss severity	35%	-	40%	36%
			Discount rate/yield	21%	-	26%	24%
		Market approach	Price	$48	-	$100	$88
CMBS ...........................................................	$508	Scenario analysis	Estimated recovery percentage	28%			—
Other ABS ...................................................	$102,423	Discounted cash flows	Discount rate/yield	10%	-	21%	18%
			Cumulative loss rate	9%	-	32%	25%
			Duration (years)	1.1	-	2.2	1.7
		Market approach	Price	$100			—
Loans and other receivables ...................	$130,101	Market approach	Price	$82	-	$157	$127
		Scenario analysis	Estimated recovery percentage	7%	-	73%	40%
Derivatives	$2,395
Equity options		Volatility benchmarking	Volatility	60%			—
Investments at fair value ..........................	$127,237
Private equity securities		Market approach	Price	$1	-	$6,819	$484
			Discount rate/yield	28%			—
			Revenue	$30,538,979			—
Financial Instruments Sold, Not Yet Purchased:
Corporate debt securities
	$124	Scenario analysis	Estimated recovery percentage	4%			—
Loans	$1,521	Market approach	Price	$101			—
Derivatives ..................................................	$56,779
Equity options		Volatility benchmarking	Volatility	31%	-	87%	42%
Options		Market approach	Basis points upfront	0.4	-	25.5	17.9
Other secured financings .........................	$3,898	Scenario analysis	Estimated recovery percentage	18%	-	73%	53%
Long-term debt ..........................................	$744,597
Structured notes		Market approach	Price	$57	-	$114	$78
			Price	€60	-	€103	€84

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 November 30,

2024 and 2023, asset exclusions consisted of $23.9 million and

$45.6 million, respectively, primarily composed of CDOs and

CLOs, Other ABS, Investments at fair value, certain derivatives,

RMBS, CMBS and sovereign obligations. At November 30, 2024

and 2023, liability exclusions consisted of $2.7 million and $4.0

million, respectively, primarily composed of certain derivatives,

loans, CMBS, 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

November 2024 Form 10-K		72

Notes to Consolidated Financial Statements

and other receivables, other secured financings or structured

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.

•Loans and other receivables, corporate debt securities, CMBS,

other ABS and other secured financings using scenario

analysis. A significant increase (decrease) in the possible

recovery rates 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

We have elected the fair value option for all loans and loan

commitments made by our investment banking and capital

markets businesses. These loans and loan commitments include

loans entered into by our investment banking division in

connection with client bridge financing and loan syndications,

loans purchased by our leveraged credit trading desk as part of

its bank loan trading activities and mortgage and consumer loan

commitments, purchases and fundings in connection with

mortgage-backed and other asset-backed securitization

activities. Loans and loan commitments originated or purchased

by our leveraged credit and mortgage-backed businesses are

managed on a fair value basis. Loans are included in Financial

instruments owned and loan commitments are included in

Financial instruments owned and Financial instruments sold, not

yet purchased. The fair value option election is not applied to

loans made to affiliate entities as such loans are entered into as

part of ongoing, strategic business ventures. Loans to affiliate

entities are included in Investments in and loans to related

parties and are accounted for on an amortized cost basis. We

have also elected the fair value option for certain of our

structured notes which are managed by our investment banking

and capital markets businesses and are included in Long-term

debt. We have elected the fair value option for certain financial

instruments held by subsidiaries as the investments are risk

managed by us on a fair value basis. The fair value option has

been elected for certain other secured financings that arise in

connection with our securitization activities and other structured

financings. Other secured financings, Receivables – Brokers,

dealers and clearing organizations, Receivables – Customers,

Receivables – Fees, interest and other, Payables – Brokers,

dealers and clearing organizations and Payables – Customers,

are accounted for at cost plus accrued interest rather than at fair

value; however, the recorded amounts approximate fair value due

to their liquid or short-term nature.

Gains (losses) due to changes in fair value related to instrument-

specific credit risk on loans, other receivables and debt

instruments and gains (losses) due to other changes in fair value

on Long-term debt measured at fair value under the fair value

option:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Financial instruments owned:
Loans and other receivables ..........	$(24,029)	$46,421	$(20,529)
Other secured financings:
Other changes in fair value (2) ......	(4,482)	(2,186)	695
Long-term debt:
Changes in instrument-specific credit risk (1) ....................................	(32,580)	(106,801)	63,344
Other changes in fair value (2) ......	(115,912)	21,373	345,050

(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.

Amounts by which contractual principal is greater than (less

than) fair value for loans and other receivables, Other secured

financings and Long-term debt measured at fair value under the

fair value option:

	November 30,
$ in thousands	2024	2023
Financial instruments owned:
Loans and other receivables (1) ................................	$1,603,512	$2,344,468
Loans and other receivables on nonaccrual status and/or 90 days or greater past due (1) (2) ...............	132,838	259,354
Long-term debt .............................................................	131,107	294,356
Other secured financings ............................................	459	1,377

(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 $48.8 million and $187.4

million at November 30, 2024 and 2023, respectively.

The aggregate fair value of loans and other receivables on

nonaccrual status and/or 90 days or greater past due was $126.9

million and $98.1 million at November 30, 2024 and 2023,

respectively, which includes loans and other receivables 90 days

or greater past due of $120.0 million and $37.6 million at

November 30, 2024 and 2023, 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. Assets measured

at fair value on a non-recurring basis for which we recognized a

non-recurring fair value adjustment for the periods presented:

November 30, 2024	Level 3	Gains (Losses)
Premises and equipment (1) .........................................	$—	$(1,323)
Exchange ownership interests and registrations (2) .	—	(10)
Other assets (3) ..............................................................	21,900	21,900

73		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

November 30, 2023	Level 3	Gains (Losses)
Exchange ownership interests and registrations (2) .	$—	$(78)
Investments in and loans to related parties (4) .........	—	(57,248)
Other assets (5) ..............................................................	1,755	(2,101)

November 30, 2022	Level 3	Gains (Losses)
Exchange ownership interests and registrations (2) .	$—	$(39)
Investments in and loans to related parties (6)	106,172	(27,119)
Other assets (7)	1,709	(6,701)

(1)Premises and equipment losses represent impairments of leasehold

improvements, furniture, fixtures, computer and communications equipment

and capitalized software and were recognized in Technology and

communications and Occupancy and equipment rental in our Consolidated

Statements of Earnings.

(2)These impairment losses, which represent ownership interests in market

exchanges on which trading business is conducted, and registrations, were

recognized in Other expenses and the assets were in the Investment Banking

and Capital Markets reportable business segment. The fair value is based on

observed quoted sales prices for each individual membership. Refer to Note

13, Goodwill and Intangible Assets.

(3)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 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. The gain

was recognized in Other revenues and the asset was in the Asset

Management reportable business segment.

(4)These impairment losses, which are related to an equity method investments,

were recognized in Other revenues and the asset was in the Asset

Management reportable business segment. Fair value was based on our best

estimate of what could be recognized in a sale transaction for the investment.

(5)These impairment losses, which are related to real estate held for

development, were recognized in Other revenues and are held in the Asset

Management reportable business segment. Fair value was based on

estimated future cash flows using discounts rates ranging from 10.0% to

14.0%.

(6)These impairment losses, which are related to certain equity method

investments, were recognized in Other revenues and the assets were in the

Asset Management reportable business segment. The fair values were based

on estimated future cash flows using discount rates ranging from 10.0% to

23.0%. Refer to Note 11, Investments.

(7)These impairment losses, which relate to a real estate property, were

recognized in Other expenses and the assets were in the Asset Management

reportable business segment. The fair values were based on estimated future

cash flows discounted at 12.0%.

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 and

$0.0 million at November 30, 2024 and 2023, respectively. Net

gains (losses) of $0.0 million, $(122.2) million and $3.6 million

were recognized on these investments during the years ended

November 30, 2024, 2023 and 2022, respectively. Impairments

and downward adjustments on these investments during the year

ended November 30, 2023 were $80.3 million. There were no

impairments and downward adjustments on these investments

during the years ended November 30, 2024 and 2022. These

investments would generally be presented within Level 3 of the

fair value hierarchy.

Note 7. Derivative Financial Instruments

Our derivative activities are recorded at fair value in our

Consolidated Statements of Financial Condition 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.

Refer to Note 2, Summary of Significant Accounting Policies for

additional information regarding the offsetting of derivative

contracts.

The following tables also provide information regarding (1) the

extent to which, under enforceable master netting arrangements,

such balances are presented net in our Consolidated Statements

of Financial Condition as appropriate under U.S. GAAP and (2)

the extent to which other rights of setoff associated with these

arrangements exist and could have an effect on our financial

position.

The fair value of assets/liabilities in the following tables

represent our receivable/payable for derivative financial

instruments, gross of counterparty netting and cash collateral

received and pledged.

November 2024 Form 10-K		74

Notes to Consolidated Financial Statements

	November 30, 2024 (1)
	Assets		Liabilities
$ in thousands	Fair Value	Number of Contracts (2)	Fair Value	Number of Contracts (2)
Derivatives designated as accounting hedges:
Interest rate contracts:
Cleared OTC ........................................	$3,396	3	$—	—
Foreign exchange contracts:
Bilateral OTC .......................................	41,903	3	—	—
Total derivatives designated as accounting hedges ............................	45,299		—
Derivatives not designated as accounting hedges:
Interest rate contracts:
Exchange-traded ................................	273	16,548	13	32,984
Cleared OTC ........................................	1,030,842	6,663	1,030,671	6,891
Bilateral OTC .......................................	365,678	1,096	717,255	1,256
Foreign exchange contracts:
Bilateral OTC .......................................	132,240	57,786	138,608	35,545
Equity contracts:
Exchange-traded ................................	682,327	1,777,822	521,889	1,574,498
Bilateral OTC .......................................	855,169	33,516	1,024,129	20,587
Commodity contracts:
Exchange-traded ................................	22	806	17	697
Bilateral OTC .......................................	4,570	11,691	1,381	5,180
Credit contracts:
Cleared OTC ........................................	31,488	66	38,711	32
Bilateral OTC .......................................	37,618	16	31,353	32
Total derivatives not designated as accounting hedges .......................	3,140,227		3,504,027
Total gross derivative assets/ 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 Consolidated Statements of 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 Statements of Financial Condition (4) .................................	$517,775		$710,314

	November 30,  2023 (1)
	Assets		Liabilities
$ in thousands	Fair Value	Number of Contracts (2)	Fair Value	Number of Contracts (2)
Derivatives designated as accounting hedges:
Interest rate contracts:
Cleared OTC .........................................	$—	—	$6,070	3
Foreign exchange contracts:
Bilateral OTC ........................................	259	1	19,638	—
Total derivatives designated as accounting hedges .............................	259		25,708
Derivatives not designated as accounting hedges:
Interest rate contracts:
Exchange-traded .................................	316	88,354	63	67,643
Cleared OTC .........................................	1,156,937	4,415	1,185,503	4,544
Bilateral OTC ........................................	893,983	1,179	1,266,506	786
Foreign exchange contracts:
Exchange-traded .................................	—	—	—	4
Bilateral OTC ........................................	147,470	66,254	129,770	38,585
Equity contracts:
Exchange-traded .................................	678,542	1,180,832	393,220	1,174,298
Bilateral OTC ........................................	715,754	31,116	850,088	16,234
Commodity contracts:
Exchange-traded .................................	59	735	33	940
Bilateral OTC .......................................	5,662	15,497	1,398	6,455
Credit contracts:
Cleared OTC .........................................	38,046	133	38,487	81
Bilateral OTC ........................................	21,436	22	19,573	29
Total derivatives not designated as accounting hedges .............................	3,658,205		3,884,641
Total gross derivative assets/ liabilities:
Exchange-traded .................................	678,917		393,316
Cleared OTC .........................................	1,194,983		1,230,060
Bilateral OTC ........................................	1,784,564		2,286,973
Amounts offset in our Consolidated Statements of Financial Condition (3):
Exchange-traded .................................	(384,392)		(384,392)
Cleared OTC .........................................	(1,189,517)		(1,189,513)
Bilateral OTC ........................................	(1,533,711)		(1,190,667)
Net amounts per Consolidated Statements of Financial Condition (4) ..................................	$550,844		$1,145,777

(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.

75		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Gains (losses) recognized in Interest expense related to fair value

hedges:

$ in thousands	Year Ended November 30,
Gains (Losses)	2024	2023	2022
Interest rate swaps (1) ....................	$(12,735)	$(78,766)	$(212,280)
Long-term debt ................................	(50,407)	21,638	219,143
Total ..................................................	$(63,142)	$(57,128)	$6,863

(1)Includes net settlements of $(62.3) million, $(55.6) million and $1.4 million for

the years ended November 30, 2024, 2023 and 2022, respectively.

Gains (losses) on our net investment hedges recognized in

Currency translation and other adjustments, a component of

Other comprehensive income (loss), in our Consolidated

Statements of Comprehensive Income:

$ in thousands	Year Ended November 30,
Gains (Losses)	2024	2023	2022
Foreign exchange contracts ..........	$(9,652)	$(49,060)	$116,876
Total ..................................................	$(9,652)	$(49,060)	$116,876

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	Year Ended November 30,
Gains (Losses)	2024	2023	2022
Interest rate contracts ....................	$108,192	$215,856	$(154,378)
Foreign exchange contracts ..........	68,943	46,744	(164,729)
Equity contracts ...............................	(295,662)	(99,968)	(29,740)
Commodity contracts .....................	33,384	4,089	(43,106)
Credit contracts ...............................	(18,250)	(10,983)	15,612
Total ..................................................	$(103,393)	$155,738	$(376,341)

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.

OTC Derivatives

Remaining contract maturities at November 30, 2024:

	OTC Derivative Assets (1) (2) (3)
$ in thousands	0 – 12  Months	1 – 5 Years	Greater Than 5 Years	Cross- Maturity Netting (4)	Total
Commodity swaps, options and forwards .....................	$4,566	$—	$28,727	$—	$33,293
Equity options and forwards	176,159	948	—	(714)	176,393
Total return swaps .................	196,636	34,197	418	(5,230)	226,021
Foreign currency forwards, swaps and options ...........	92,163	1,773	—	—	93,936
Fixed income forwards .........	203	—	—	—	203
Interest rate swaps, options and forwards .....................	67,392	175,102	34,250	(45,846)	230,898
Total .........................................	$537,119	$212,020	$63,395	$(51,790)	760,744
Cross-product counterparty netting ................................					(49,154)
Total OTC derivative assets included in Financial instruments owned ..........					$711,590

	OTC Derivative Liabilities (1) (2) (3)
$ in thousands	0 – 12 Months	1 – 5 Years	Greater Than 5 Years	Cross- Maturity Netting (4)	Total
Commodity swaps, options and forwards ......................................	$1,376	$—	$—	$—	$1,376
Equity options and forwards ..........	171,794	177,950	—	(714)	349,030
Credit default swaps ........................	1,408	840	9,106	—	11,354
Total return swaps ...........................	150,706	76,092	—	(5,230)	221,568
Foreign currency forwards, swaps and options .................................	53,608	1,073	—	—	54,681
Fixed income forwards ...................	21,997	—	—	—	21,997
Interest rate swaps, options and forwards ......................................	49,455	136,335	438,964	(45,846)	578,908
Total ...................................................	$450,344	$392,290	$448,070	$(51,790)	1,238,914
Cross-product counterparty netting ..........................................					(49,154)
Total OTC derivative liabilities included in Financial instruments sold, not yet purchased ...................................					$1,189,760

(1)At November 30, 2024, we held net exchange-traded derivative assets and

liabilities and other credit agreements with a fair value of $206.3 million and

$46.6 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

November 30, 2024, cash collateral received and pledged was $400.1 million

and $526.0 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.

Counterparty credit quality with respect to the fair value of our

OTC derivative assets at November 30, 2024:

Counterparty credit quality (1):	$ in thousands
A- or higher ...............................................................................................	$178,391
BBB- to BBB+ ...........................................................................................	41,136
BB+ or lower .............................................................................................	231,253
Unrated .....................................................................................................	260,810
Total ..........................................................................................................	$711,590

(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:

	November 30, 2024
	External Credit Rating
$ in millions	Investment Grade	Non- investment Grade	Total Notional
Credit protection sold:
Index credit default swaps .....................	$395.2	$553.4	$948.6

	November 30, 2023
	External Credit Rating
$ in millions	Investment Grade	Non- investment Grade	Total Notional
Credit protection sold:
Index credit default swaps .....................	$1,451.5	$893.9	$2,345.4

November 2024 Form 10-K		76

Notes to Consolidated Financial Statements

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:

	November 30,
$ in millions	2024	2023
Derivative instrument liabilities with credit-risk- related contingent features ...................................	$102.3	$139.5
Collateral posted ..........................................................	(50.6)	(97.6)
Collateral received .......................................................	296.1	71.0
Return of and additional collateral required in the event of a credit rating downgrade below investment grade (1) ..............................................	347.8	112.9

(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.

Note 8. Collateralized Transactions

Our repurchase agreements and securities borrowing and lending

arrangements are generally recorded at cost in our Consolidated

Statements of Financial Condition, which is a reasonable

approximation of their fair values due to their short-term nature.

We enter into secured borrowing and lending arrangements to

obtain collateral necessary to effect settlement, finance inventory

positions, meet customer needs or re-lend as part of our dealer

operations. We monitor the fair value of the securities loaned and

borrowed on a daily basis as compared to the related payable or

receivable, and request additional collateral or return excess

collateral, as appropriate. We pledge financial instruments as

collateral under repurchase agreements, securities lending

agreements and other secured arrangements, including clearing

arrangements. Our agreements with counterparties generally

contain contractual provisions allowing the counterparty the right

to sell or repledge the collateral. Pledged securities owned that

can be sold or repledged by the counterparty are included in

Financial instruments owned, at fair value and noted

parenthetically as Securities pledged in our Consolidated

Statements of Financial Condition.

In instances where we receive securities as collateral in

connection with securities-for-securities transactions in which we

are the lender of securities and are permitted to sell or repledge

the securities received as collateral, we report the fair value of

the collateral received and the related obligation to return the

collateral in our Consolidated Statements of Financial Condition.

	November 30, 2024
$ in millions	Securities Lending Arrangements	Repurchase Agreements	Obligation to Return Securities Received as Collateral, at Fair Value	Total
Collateral Pledged:
Corporate equity securities .....................	$2,059.8	$1,394.2	$3.9	$3,457.8
Corporate debt securities .....................	416.4	4,522.5	—	4,938.9
Mortgage-backed and asset-backed securities .....................	—	2,384.8	—	2,384.8
U.S. government and federal agency 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 receivables ..................	—	757.4	—	757.4
Total ..................................	$2,540.9	$18,088.9	$185.6	$20,815.4

	November 30, 2023
$ in millions	Securities Lending Arrangements	Repurchase Agreements	Obligation to Return Securities Received as Collateral, at Fair Value	Total
Collateral Pledged:
Corporate equity securities .....................	$1,221.4	$627.0	$4.4	$1,852.8
Corporate debt securities .....................	576.4	4,297.9	—	4,874.3
Mortgage-backed and asset-backed securities .....................	—	1,950.9	—	1,950.9
U.S. government and federal agency securities .....................	39.2	9,474.2	3.4	9,516.8
Municipal securities ........	—	141.1	—	141.1
Sovereign obligations .....	3.5	2,511.6	1.0	2,516.1
Loans and other receivables ..................	—	838.5	—	838.5
Total ..................................	$1,840.5	$19,841.2	$8.8	$21,690.5

	November 30, 2024
$ in millions	Overnight and Continuous	Up to 30 Days	31-90 Days	Greater than 90 Days	Total
Securities lending 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 securities received as collateral, at fair value .............................	185.6	—	—	—	185.6
Total ...................................	$4,061.5	$7,209.4	$4,433.2	$5,111.2	$20,815.4

	November 30, 2023
$ in millions	Overnight and Continuous	Up to 30 Days	31-90 Days	Greater than 90 Days	Total
Securities lending arrangements ..............	$1,068.6	$—	$244.2	$527.7	$1,840.5
Repurchase agreements .	10,548.3	2,442.4	1,939.9	4,910.6	19,841.2
Obligation to return securities received as collateral, at fair value .............................	8.8	—	—	—	8.8
Total ...................................	$11,625.7	$2,442.4	$2,184.1	$5,438.3	$21,690.5

77		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

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 November 30, 2024 and 2023, the approximate fair value of

securities received as collateral by us that may be sold or repledged was $37.63 billion and $33.99 billion, respectively. At November 30,

2024 and 2023, a substantial portion of the securities received by us had been sold or repledged.

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).

The following tables provide information regarding repurchase agreements, securities borrowing and lending arrangements and

securities received as collateral, at fair value, and obligation to return securities received as collateral, at fair value, that are recognized

in our Consolidated Statements of Financial Condition and (1) the extent to which, under enforceable master netting arrangements,

such balances are presented net in our Consolidated Statements of Financial Condition as appropriate under U.S.GAAP and (2) the

extent to which other rights of setoff associated with these arrangements exist and could have an effect on our financial position.

	November 30, 2024
$ in millions	Gross Amounts	Netting in Consolidated Statements of Financial Condition	Net Amounts in Consolidated Statements of Financial Condition	Additional Amounts Available for Setoff (1)	Available Collateral (2)	Net Amount (3)
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 fair value .............................................................................	185.6	—	185.6	—	(185.6)	—

	November 30, 2023
$ in millions	Gross Amounts	Netting in Consolidated Statements of Financial Condition	Net Amounts in Consolidated Statements of Financial Condition	Additional Amounts Available for Setoff (1)	Available Collateral (2)	Net Amount (4)
Assets:
Securities borrowing arrangements ...................................	$7,192.1	$—	$7,192.1	$(327.7)	$(1,642.9)	$5,221.4
Reverse repurchase agreements .........................................	14,871.1	(8,920.6)	5,950.5	(1,304.0)	(4,582.6)	63.9
Securities received as collateral, at fair value ...................	8.8	—	8.8	—	(8.8)	—
Liabilities:
Securities lending arrangements ........................................	$1,840.5	$—	$1,840.5	$(327.7)	$(1,396.1)	$116.7
Repurchase agreements .......................................................	19,841.2	(8,920.6)	10,920.6	(1,304.0)	(9,035.4)	581.2
Obligation to return securities received as collateral, at fair value .............................................................................	8.8	—	8.8	—	(8.8)	—

(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 $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.

(4)Includes $5.17 billion of securities borrowing arrangements, for which we have received securities collateral of $5.04 billion, and $505.0 million of repurchase

agreements, for which we have pledged securities collateral of $520.4 million, which are subject to master netting agreements, but we have not determined the

agreements to be legally enforceable.

November 2024 Form 10-K		78

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.

	November 30,
$ in thousands	2024	2023
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations ...................	$1,132,612	$1,414,593

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:

	Year Ended November 30,
$ in millions	2024	2023	2022
Transferred assets ..........................	$5,230.7	$8,664.5	$6,351.2
Proceeds on new securitizations ..	5,230.7	8,639.6	6,402.6
Cash flows received on retained interests ............................................	33.4	22.8	31.7

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

November 30, 2024 and 2023.

Our retained interests in SPEs where we transferred assets and

have continuing involvement and received sale accounting

treatment:

	November 30,
$ in millions	2024		2023
Securitization Type	Total Assets	Retained Interests	Total Assets	Retained Interests
U.S. government agency RMBS ...	$3,956.8	$105.7	$5,595.1	$417.3
U.S. government agency CMBS ...	1,817.1	91.8	3,014.3	197.3
CLOs .................................................	9,001.9	37.2	6,323.8	23.3
Consumer and other loans ...........	1,424.4	52.1	1,877.8	68.1

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;

•Warehouse funding arrangements for client-sponsored

consumer and mortgage loan vehicles and CLOs through

79		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

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:

	November 30, 2024 (1)
$ in millions	Secured Funding 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

	November 30, 2023 (1)
$ in millions	Secured Funding Vehicles	Other
Cash ...................................................................................	$—	$1.1
Financial instruments owned .........................................	—	7.8
Securities purchased under agreements to resell (2)	1,677.7	—
Receivables from brokers (3) .........................................	—	18.0
Assets held for sale (7) ...................................................	815.6	578.8
Other assets (4) ...............................................................	—	147.9
Total assets ......................................................................	$2,493.3	$753.6
Financial instruments sold, not yet purchased ...........	$—	$6.4
Other secured financings (5) .........................................	1,667.3	—
Liabilities held for sale (7) ..............................................	769.2	303.4
Other liabilities (6) ...........................................................	10.5	249.7
Long-term debt ................................................................	—	49.6
Total liabilities .................................................................	$2,447.0	$609.1

(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)$1.5 million and $1.4 million of receivables from brokers at November 30,

2024 and 2023, respectively, are with related consolidated entities, which are

eliminated in consolidation.

(4)$3.4 million and $56.1 million of the other assets at November 30, 2024 and

2023, respectively, represent intercompany receivables with related

consolidated entities, which are eliminated in consolidation.

(5)$719.0 million and $681.0 million of the other secured financings at

November 30, 2024 and 2023, respectively, are with related consolidated

entities and are eliminated in consolidation.

(6)$22.0 million and $247.9 million of the other liabilities amounts at

November 30, 2024 and 2023, respectively, are with related consolidated

entities, which are eliminated in consolidation.

(7)At November 30, 2023, Assets held for sale and Liabilities held for sale in our

Consolidated Statements of Financial Condition relate to the net operating

assets of the wholesale operations of OpNet and Foursight’s automobile

financing vehicles. Both entities were considered to be VIEs. $31.9 million of

Assets held for sale and $5.3 million Liabilities held for sale were with related

consolidated entities and were eliminated in consolidation. Refer to Note 5,

Assets Held for Sale and Discontinued Operations for further information.

November 2024 Form 10-K		80

Notes to Consolidated Financial Statements

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.

Prior to the sale of Foursight in April 2024, we were the primary

beneficiary of automobile loan financing vehicles to which we

transferred automobile loans, acted as servicer of the automobile

loans for a fee and retained equity interests in the vehicles. The

assets of these VIEs primarily consisted of automobile loans,

which were accounted for as loans held for investment at

amortized cost included within Other assets. The liabilities of

these VIEs consisted of notes issued by the VIEs, which were

accounted for at amortized cost and included within Other

secured financings and did not have recourse to our general

credit. The automobile loans were pledged as collateral for the

related notes and available only for the benefit of the note

holders.

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.

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. 

During the fourth quarter of 2023, we became the primary

beneficiary of OpNet’s wholesale wireless broadband business,

which was classified as held for sale during the fourth quarter of

2023 and subsequently sold during the third quarter of 2024.

Refer to Note 4, Business Acquisitions and Note 5, Assets Held

for Sale and Discontinued Operations for further information.

Nonconsolidated VIEs

	November 30, 2024
	Carrying Amount		Maximum Exposure to 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 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

	November 30, 2023
	Carrying Amount		Maximum Exposure to Loss	VIE Assets
$ in millions	Assets	Liabilities
CLOs ......................................	$913.3	$14.1	$4,414.0	$9,455.5
Asset-backed vehicles ........	661.7	—	661.7	3,734.8
Related party private equity vehicles ............................	3.1	—	14.2	10.3
Other investment vehicles ..	1,071.2	—	1,233.7	15,059.2
Total .......................................	$2,649.3	$14.1	$6,323.6	$28,259.8

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.

81		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

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 November 30, 2024 and 2023, our total equity

commitment in the JCP Entities was $133.0 million, of which

$123.2 million and $122.6 million had been funded, respectively.

The carrying value of our equity investments in the JCP Entities

was $3.2 million and $3.1 million at November 30, 2024 and

2023, 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. We have 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.

Other Investment Vehicles. At November 30, 2024 and 2023, we

had equity commitments to invest $1.43 billion and $1.26 billion,

respectively, in various other investment vehicles, of which $1.17

billion and $1.10 billion was funded, respectively. The carrying

value of our equity investments was $1.11 billion and $1.07

billion at November 30, 2024 and 2023, 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.

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 November 30, 2024 and November 30, 2023, we held $1.84

billion and $1.89 billion of agency mortgage-backed securities,

respectively, and $201.1 million and $261.2 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.

	November 30,
$ in millions	2024	2023
Total Investments in and loans to related parties ...	$1,385.7	$1,239.3

	Year Ended November 30,
$ in millions	2024	2023	2022
Total equity method pickup earnings (losses) recognized in Other revenues .............................	$86.5	$(192.2)	$(36.3)

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 November 30, 2024, 2023

and 2022, respectively. 

November 2024 Form 10-K		82

Notes to Consolidated Financial Statements

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 November 30, 2024, 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 November 30, 2024, our remaining

commitment to Jefferies Finance was $15.4 million. The

investment commitment is scheduled to expire on March 1, 2025

with automatic one year extensions absent a 60 days 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 November 30,

2024. Advances are shared equally between us and MassMutual.

The facility is scheduled to mature on March 1, 2025 with

automatic one year extensions absent a 60 days termination

notice by either party. At November 30, 2024, we had funded $0.0

million of our $250.0 million commitment.

Activity related to the facility:

	Year Ended November 30,
$ in millions	2024	2023	2022
Interest income ................................	$—	$—	$0.4
Unfunded commitment fees ..........	1.2	1.2	1.2

Selected financial information for Jefferies Finance:

	November 30,
$ in millions	2024	2023
Total assets ..................................................................	$5,762.6	$5,598.2
Total liabilities ..............................................................	4,415.6	4,352.0

	November 30,
$ in millions	2024	2023
Our total equity balance ..............................................	$666.3	$630.1

	Year Ended November 30,
$ in millions	2024	2023	2022
Net earnings (losses) .......................	$73.0	$(12.5)	$(129.4)

Activity related to our other transactions with Jefferies Finance:

	Year Ended November 30,
$ in millions	2024	2023	2022
Origination and syndication fee revenues (1) .....................................	$252.3	$133.7	$194.7
Origination fee expenses (1) ..........	60.7	28.6	39.7
CLO placement and structuring  fee revenues (2) ...............................	1.1	2.1	4.6
Investment fund placement fee revenues (3) ......................................	3.6	3.7	—
Underwriting fees (4) ......................	2.7	—	—
Service fees (5) ................................	100.7	100.1	94.7

(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)We acted as underwriter in connection with term loans issued by Jefferies

Finance. The fees are included in Investment banking revenues. In addition, at

November 30, 2024, we held $16.0 million of a syndicated Jefferies Finance

term loan pending settlement of committed sales.

(5)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 $1.9 million and $3.5 million at November 30, 2024 and

2023, respectively. At November 30, 2024 and 2023, payables to

Jefferies Finance related to cash deposited with us and included

in Payables to customers, were $13.7 million and $2.6 million,

respectively.

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 November 30, 2024, the aggregate

amount of commercial paper outstanding was $1.47 billion.

83		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Selected financial information for Berkadia:

	November 30,
$ in millions	2024	2023
Total assets ..................................................................	$4,963.2	$5,318.2
Total liabilities ..............................................................	3,515.6	3,816.1
Total noncontrolling interest ......................................	502.1	612.8

	November 30,
$ in millions	2024	2023
Our total equity balance ..............................................	$427.7	$400.9

	Year Ended November 30,
$ in millions	2024	2023	2022
Gross revenues .................................	$1,210.0	$1,120.2	$1,361.2
Net earnings ......................................	186.0	120.4	276.5
Our share of net earnings ................	85.3	52.5	124.4

	Year Ended November 30,
$ in millions	2024	2023	2022
Distributions we received ................	$58.5	$58.1	$69.8

At November 30, 2024 and 2023, we had commitments to

purchase $21.8 million and $77.5 million, respectively, of agency

CMBS from Berkadia.

Activity related to our other transactions with Berkadia:

	Year Ended November 30,
$ in millions	2024	2023	2022
Transaction referral fee revenue (1) ..	$0.4	$—	$—
Loan origination fees paid (2) .............	0.8	—	—

(1)We refer Berkadia to our clients to act as a transaction servicer and receive

fees, which are included in Commissions and other fees.

(2)We pay fees to Berkadia for loan originations and realty sales. Loan origination

fees are capitalized as debt issuance costs and amortized over the life of the

loan. Realty sales commissions are included in Cost of sales.

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:

	November 30,
$ in millions	2024	2023
Total assets ..................................................................	$326.0	$329.5
Total liabilities ..............................................................	484.7	500.0

	November 30,
$ in millions	2024	2023
Our total equity balance ..............................................	$97.8	$90.0

	Year Ended November 30,
$ in millions	2024	2023	2022
Net earnings ......................................	$5.1	$2.2	$17.7

	Year Ended November 30,
$ in millions	2024	2023	2022
Distributions we received from Brooklyn Renaissance Hotel ...........	$0.4	$—	$—
Distributions we received from 54 Madison .............................................	—	19.4	18.4

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 $2.9 million and $2.2 million at November 30, 2024

and 2023, respectively. We account for these investments at fair

value based on the NAV of the funds provided by the fund

managers (refer to Note 2, Summary of Significant Accounting

Policies). The following summarizes the results from these

investments which are included in Principal transactions

revenues:

	Year Ended November 30,
$ in millions	2024	2023	2022
Net gains (losses) from our investments in JCP Fund V .............	$0.7	$(9.0)	$0.1

At both November 30, 2024 and 2023, we were committed to

invest equity of up to $85.0 million in JCP Fund V. At both

November 30, 2024 and 2023, 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.

Selected financial information for 100.0% of JCP Fund V, in which

we owned effectively 35.1% of the combined equity interests:

	September 30,
$ in millions	2024 (1)	2023 (1)
Total assets ..................................................................	$8.2	$6.4
Total liabilities ..............................................................	0.1	0.1
Total partners’ capital ..................................................	8.1	6.3

	Twelve Months Ended September 30,
$ in millions	2024 (1)	2023 (1)	2022 (1)
Net increase (decrease) in net assets resulting from operations ..	$1.8	$61.4	$(4.5)

(1)Financial information for JCP Fund V included in our financial position at

November 30, 2024 and 2023 and included in our results of operations for the

years ended November 30, 2024, 2023 and 2022 is based on the periods

presented.

Asset Management Investments

In July 2024, we invested $25.0 million in the Class A Common

Equity Units of Hildene Insurance Holdings, LLC, an investment

fund with insurance exposures. The investment is accounted for

under the equity method with a carrying amount of $27.5 million

at November 30, 2024.

November 2024 Form 10-K		84

Notes to Consolidated Financial Statements

Selected financial information for 100.0% of Hildene Insurance

Holdings, LLC, in which we own effectively 9.26% of the

combined equity interests:

$ in millions	September 30, 2024 (1)
Total assets.......................................................................................	$304.2
Total liabilities ...................................................................................	0.2
Total members’ equity .....................................................................	304.0

$ in millions	Three Months Ended September 30, 2024 (1)
Net increase (decrease) in members’ equity resulting from operations .........................................................................................	$34.1

(1)Financial information for Hildene Insurance Holdings, LLC included in our

financial position at November 30, 2024 and included in our results of

operations for the year ended November 30, 2024, is based on the period

presented.

We had an equity method investment with a carrying amount of

$15.8 million at November 30, 2023, consisting of our shares in

Monashee, an investment management company, registered

investment advisor and general partner of various investment

management funds, which provided us with 50.0% voting rights

interest and the rights to distributions of 47.5% of the annual net

profits of Monashee’s operations if certain thresholds were met.

A portion of the carrying amount of the investment in Monashee

related to contract and customer relationship intangible assets

and goodwill. The intangible assets were amortized over their

useful life and the goodwill was not amortized.

During the three months ended February 29, 2024, our shares

were converted to preferred shares, which provide us with rights

to be paid dividends based on Monashee’s performance and

management fees, and we recognized a gain of $6.0 million upon

the nonmonetary exchange. In addition, we invested $5.2 million

in mandatorily redeemable preferred shares issued by Monashee.

The investment in the preferred shares is accounted for at cost,

less impairment, if any. The investment in the mandatorily

redeemable preferred shares is accounted for at fair value.

We also have an investment management agreement whereby

Monashee provides asset management services to us for certain

separately managed accounts. Our net investment balance in the

separately managed accounts was $20.2 million at November 30,

2023.

Activity related to these separately managed accounts:

	Year Ended November 30,
$ in millions	2023	2022
Investment losses (1) ..................................................	$(0.1)	$(3.2)
Management fees (2) ..................................................	0.8	0.7

(1)Included in Principal transactions revenues.

(2)Included in Floor brokerage and clearing fees.

ApiJect     

We own shares which represent a 33.6% economic interest in

ApiJect at November 30, 2024, which is accounted for at fair

value by electing the fair value option available under U.S. GAAP

and is included within corporate equity securities in Financial

instruments owned, at fair value. Additionally, we have a right to

1.125% of ApiJect’s future revenues.

In December 2023, we purchased a $4.6 million secured

convertible promissory note from ApiJect, which matures on

December 14, 2025. In April 2024, we purchased a $1.3 million

promissory note from ApiJect. These promissory notes are

accounted for at fair value in Financial instruments owned and

classified within Level 3 of the fair value hierarchy.

We recognized interest income of $0.2 million on the two notes

during the year ended 2024. In May 2024, we converted our notes

into common shares and also paid $8.8 million for an additional

investment in common shares of ApiJect. During the year ended

2024, we recognized a gain of $1.2 million, relating to the

conversion of the convertible promissory notes.

At November 30, 2024 and 2023, the total fair value of our total

equity investment in common shares of ApiJect was

$116.1 million and $100.1 million, respectively, 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.

We also have a term loan agreement with a principal of ApiJect

for $23.3 million, which matures on January 31, 2025. The loan

was accounted for at amortized cost and reported within Other

assets. The loan had a fair value of $23.3 million and

$30.4 million at November 30, 2024 and 2023, respectively, which

would be classified as Level 3 in the fair value hierarchy.

SPAC

Prior to May 2024, we owned 73.4% of the publicly traded units of

a special purpose acquisition company (“SPAC”), which

represented 25.7% of its voting shares. We considered the SPAC

a VIE and had significant influence over the SPAC but were not

considered to be the primary beneficiary as we did not have

control. Our investment was accounted for at fair value pursuant

to the fair value option and was included within corporate equity

securities in Financial instruments owned. The fair value of the

investment was $23.8 million at November 30, 2023 and included

within Level 1 of the fair value hierarchy. In May 2024, the

company redeemed all of its outstanding units issued in its initial

public offering, and our investment in the SPAC was redeemed in

cash for approximately $24.3 million.

Stratos

We had a 49.9% voting interest in Stratos and had the ability to

significantly influence Stratos through our seats on the board of

directors. On September 14, 2023, we acquired the additional

50.1% voting interest in Stratos (refer to Note 4, Business

Acquisitions for further information). As a result, the financial

statements of Stratos are consolidated into our consolidated

financial statements. During 2023, prior to the acquisition, we

contributed additional capital of $20.0 million.

Selected financial information for Stratos:

	Year Ended November 30,
$ in millions	2023 (1)	2022
Net earnings (losses) ...................................................	$(36.4)	$39.0

(1) Represents the period prior to the step-acquisition.

85		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

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 year ended

November 30, 2024, we recognized $20.7 million of operating

lease income.

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 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.

In December 2023, we provided a loan to the seller for

$30.0 million, which matures on February 3, 2025. The loan is

accounted for at amortized cost and included within Investments

in and loans to related parties. We recognized interest income of

$3.1 million during the year ended 2024. 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 November 30, 2024 and 2023, 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 $0.4 million during the year ended

November 30, 2024.

OpNet

On November 30, 2023, we provided notice of our intent to

convert certain classes of our preferred shares into common

shares. As a result, we obtained control of OpNet and

consolidated its assets and liabilities in our consolidated

financial statements as of November 30, 2023. Upon conversion

on May 7, 2024, our ownership increased to 57.5% of the

common shares and our voting rights increased to 72.6% of the

aggregate voting rights of OpNet. From the time we obtained

control of OpNet to its sale in August 2024, its wholesale

business was considered a VIE and classified as held for sale.

We also consolidate Tessellis, a subsidiary of OpNet, which is not

considered to be a VIE. Refer to Note 4, Business Acquisitions for

further information. Prior to the acquisition and consolidation of

OpNet, we accounted for our equity investment in OpNet under

the equity method.

We recognized equity method pickup losses of $254.1 million

and $59.0 million for the years ended November 30, 2023 and

2022, respectively, in Other revenues.

During the year ended November 30, 2023, we contributed

$167.2 million to OpNet through direct subscription, settlement

of subscription advances, and conversion of a shareholder loan.

Selected financial information for OpNet:

	Year Ended November 30,
$ in millions	2023	2022
Net losses ......................................................................	$(278.3)	$(88.6)

Golden Queen Mining Company LLC

We had a 50.0% ownership interest in Golden Queen, which owns

and operates a gold and silver mine project located in California.

We sold our interest in Golden Queen in November 2023. During

the year ended 2023, we recognized impairment charges of

$57.2 million on our investment within Other revenues. We sold

our interest in Golden Queen in November 2023 and recognized a

gain of $1.7 million.

Selected financial information for Golden Queen:

	Year Ended November 30,
$ in millions	2023	2022
Net losses ......................................................................	$(0.3)	$(15.2)

Note 12. Credit Losses on Financial Assets Measured at

Amortized Cost

Automobile Loans. On November 20, 2023, we entered into an

agreement to sell our automobile loans business, Foursight. As a

result, we reclassified all automobile loans to assets held for sale

in our Consolidated Statements of Financial Condition at

November 30, 2023. Refer to Note 5, Assets Held for Sale and

Discontinued Operations for additional details.

Allowance for credit losses related to our automobile loans:

Year Ended November 30,
$ in thousands	2023	2022
Beginning balance .......................................................	$79,614	$67,236
Provision for doubtful accounts ................................	40,723	35,173
Charge-offs, net of recoveries ....................................	(41,849)	(22,795)
Reclassified as held for sale (1) .................................	(78,488)	—
Ending balance .............................................................	$—	$79,614

(1) Refer to Note 5, Assets Held for Sale and Discontinued Operations.

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

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, receivables and payables

for fees and commissions, and receivables arising from unsettled

securities or loans transactions. 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

November 2024 Form 10-K		86

Notes to Consolidated Financial Statements

such, generally, no allowance for credit losses is held against

these 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 year ended

November 30, 2024, we recognized bad debt expense of

$26.2 million related to receivables associated with our asset

management arrangements with Weiss Multi-Strategy Advisers.

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:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Beginning balance ...........................	$6,306	$5,914	$4,824
Bad debt expense ............................	6,314	6,568	4,141
Charge-offs .......................................	(2,720)	(3,246)	(910)
Recoveries collected .......................	(4,623)	(2,930)	(2,141)
Ending balance (1) ...........................	$5,277	$6,306	$5,914

(1)Substantially all of the allowance for doubtful accounts relate to mergers and

acquisitions and restructuring fee receivables, which include recoverable

expense receivables.

Note 13. Goodwill and Intangible Assets

Goodwill

	Year Ended November 30, 2024
$ in thousands	Investment Banking and Capital Markets	Asset Management	Total
Balance, at beginning of period ...................	$1,532,172	$315,684	$1,847,856
Currency translation and other adjustments ..............................................	841	(3,107)	(2,266)
Measurement period adjustments (1) ........	—	(26,230)	(26,230)
Goodwill relating to acquisitions by Tessellis ..........................................................	—	8,578	8,578
Balance, at end of period .............................	$1,533,013	$294,925	$1,827,938

(1)Includes the impact of Tessellis and Go Internet. Refer to Note 4, Business

Acquisitions for further information.

	Year Ended November 30, 2023
$ in thousands	Investment Banking and Capital Markets	Asset Management	Total
Balance, at beginning of period ...................	$1,552,944	$183,170	$1,736,114
Currency translation and other adjustments ..............................................	3,228	—	3,228
Goodwill acquired during the period (1) .....	—	132,514	132,514
Goodwill reclassified as held for sale (2) ...	(24,000)	—	(24,000)
Balance, at end of period .............................	$1,532,172	$315,684	$1,847,856

(1)Refer to Note 4, Business Acquisitions for further discussion.

(2)Refer to Note 5, Assets Held for Sale and Discontinued Operations for further

discussion.

Carrying values of goodwill by reporting unit:

	November 30,
$ in millions	2024	2023
Investment banking ...................................................................	$700.7	$700.2
Equities and wealth management ...........................................	255.4	255.3
Fixed income ..............................................................................	576.9	576.6
Asset management ...................................................................	143.0	143.0
Other investments .....................................................................	151.9	172.8
Total.............................................................................................	$1,827.9	$1,847.9

Goodwill Impairment Testing

The goodwill impairment test is performed at the level of the

reporting unit. A reporting unit is an operating segment or one

level below an operating segment. The fair value of each

reporting unit is compared with its carrying value, including

goodwill and allocated intangible assets. If the fair value is in

excess of the carrying value, the goodwill for the reporting unit is

considered not to be impaired. If the fair value is less than the

carrying value, then an impairment loss is recognized for the

amount by which the carrying value of the reporting unit exceeds

the reporting unit’s fair value.

We test goodwill allocated to our Investment Banking, Equities,

Fixed Income and Asset Management reporting units annually on

August 1 and test goodwill allocated to other individual

investments annually on November 30. Our annual goodwill

impairment testing at August 1, 2024 did not indicate any

goodwill impairment in any of our Investment Banking, Equities

and Fixed Income reporting units, which are part of our

Investment Banking and Capital Markets reportable segment and

did not indicate any goodwill impairment in our Asset

Management reporting unit. The results of our assessment

indicated that each of these reporting units had a fair value in

excess of their carrying amounts based on current projections.

Estimating the fair value of a reporting unit requires management

judgment. Estimated fair values for our reporting units were

determined using methodologies that include a market valuation

method that incorporated 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. In addition, as the fair values determined under the

market valuation approach represent a noncontrolling interest,

we applied a control premium to arrive at the estimated fair value

of each reporting unit on a controlling basis. We engaged an

independent valuation specialist to assist us in our valuation

process at August 1.

87		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Intangible Assets

Intangible assets are included in Other assets.

	November 30, 2024					Weighted Average Remaining Lives (Years)
$ in thousands	Gross Cost	Assets Acquired (1)	Impairment Losses	Accumulated Amortization	Net Carrying Amount
Customer relationships	$136,049	$26,450	$—	$(104,539)	$57,960	5.6
Trademarks and trade names ..............................	146,032	8,533	—	(45,412)	109,153	21.4
Exchange and clearing organization membership interests and registrations ............	8,715	—	(10)	—	8,705	N/A
Other ................................	50,930	26,316	—	(26,693)	50,553	3.9
Total ................................	$341,726	$61,299	$(10)	$(176,644)	$226,371

(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.

	November 30, 2023					Weighted Average Remaining Lives (Years)
$ in thousands	Gross Cost	Assets Acquired	Impairment Losses	Accumulated Amortization	Net Carrying Amount
Customer relationships	$126,449	$9,801	$—	$(93,966)	$42,284	6.3
Trademarks and trade names ..............................	127,899	18,513	—	(39,340)	107,072	23.5
Exchange and clearing organization membership interests and registrations ............	7,405	1,390	(78)	—	8,717	N/A
Other ................................	14,958	37,026	—	(13,137)	38,847	5.0
Total ................................	$276,711	$66,730	$(78)	$(146,443)	$196,920

At August 1, 2024, we performed our annual impairment testing

of intangible assets with an indefinite useful life consisting of

exchange and clearing organization membership interests and

registrations. We utilized quantitative assessments of

membership interests and registrations that have available

quoted sales prices as well as certain other membership

interests and registrations that have declined in utilization and

qualitative assessments were performed on the remainder of our

indefinite-life intangible assets. In applying our quantitative

assessments, we recognized immaterial impairment losses on

certain exchange membership interests and registrations. With

regard to our qualitative assessments of the remaining indefinite

life intangible assets, based on our assessments of market

conditions, the utilization of the assets and the replacement

costs associated with the assets, we have concluded that it is not

more likely than not that the intangible assets are impaired.

Amortization Expense

For finite life intangible assets, we recognized aggregate

amortization expense of $30.3 million, $9.3 million and $10.9

million for the years ended November 30, 2024, 2023 and 2022,

respectively. These expenses are included in Depreciation and

amortization.

Estimated future amortization expense (in thousands):

Year ending November 30, 2025 ............................................................	$32,143
Year ending November 30, 2026 ............................................................	31,485
Year ending November 30, 2027 ............................................................	28,138
Year ending November 30, 2028 ............................................................	26,541
Year ending November 30, 2029 ............................................................	15,322

Note 14. Revenues from Contracts with Customers

	Year Ended November 30,
$ in thousands	2024	2023	2022
Revenues from contracts with customers:
Investment banking .........................	$3,302,664	$2,169,366	$2,807,822
Commissions and other fees ........	1,085,349	905,665	925,494
Asset management fees ................	50,700	33,867	23,525
Manufacturing revenues ................	—	—	412,605
Oil and gas revenues .......................	1,119	26,284	302,135
Real estate revenues .......................	119,050	44,825	223,323
Internet connection and broadband revenues ..................	240,874	—	—
Other contracts with customers ....	58,269	53,201	47,954
Total revenue from contracts with customers ................................	4,858,025	3,233,208	4,742,858
Other sources of revenue:
Principal transactions .....................	1,816,963	1,413,283	833,757
Revenues from strategic affiliates	41,802	48,707	56,739
Interest ..............................................	3,543,497	2,868,674	1,183,638
Other ..................................................	254,782	(122,473)	332,271
Total revenues .................................	$10,515,069	$7,441,399	$7,149,263

Revenue from contracts with customers is recognized when, or

as, we satisfy our performance obligations by transferring the

promised goods or services to the customers. A good or service

is transferred to a customer when, or as, the customer obtains

control of that good or service. A performance obligation may be

satisfied over time or at a point in time. Revenue from a

performance obligation satisfied over time is recognized by

measuring our progress in satisfying the performance obligation

in a manner that depicts the transfer of the goods or services to

the customer. Revenue from a performance obligation satisfied

at a point in time is recognized at the point in time that we

determine the customer obtains control over the promised good

or service. The amount of revenue recognized reflects the

consideration we expect to be entitled to in exchange for those

promised goods or services (i.e., the “transaction price”). In

determining the transaction price, we consider multiple factors,

including the effects of variable consideration. Variable

consideration is included in the transaction price only to the

extent it is probable that a significant reversal in the amount of

cumulative revenue recognized will not occur when the

uncertainties with respect to the amount are resolved. In

determining when to include variable consideration in the

transaction price, we consider the range of possible outcomes,

the predictive value of our past experiences, the time period of

when uncertainties expect to be resolved and the amount of

consideration that is susceptible to factors outside of our

influence, such as market volatility or the judgment and actions

of third-parties.

November 2024 Form 10-K		88

Notes to Consolidated Financial Statements

The following provides detailed information on the recognition of

our revenues from contracts with customers:

•Investment Banking. We provide our clients with a full range of

financial advisory and underwriting services. Revenues from

financial advisory services primarily consist of fees generated

in connection with merger, acquisition and restructuring

transactions. Advisory fees from mergers and acquisitions

engagements are recognized at a point in time when the

related transaction is completed, as the performance

obligation is to successfully broker a specific transaction. Fees

received prior to the completion of the transaction are deferred

within Accrued expenses and other liabilities. Advisory fees

from restructuring engagements are recognized over time

using a time elapsed measure of progress as our clients

simultaneously receive and consume the benefits of those

services as they are provided. A significant portion of the fees

we receive for our advisory services are considered variable as

they are contingent upon a future event (e.g., completion of a

transaction or third-party emergence from bankruptcy) and are

excluded from the transaction price until the uncertainty

associated with the variable consideration is subsequently

resolved, which is expected to occur upon achievement of the

specified milestone. Payment for advisory services is generally

due promptly upon completion of a specified milestone or, for

retainer fees, periodically over the course of the engagement.

We recognize a receivable between the date of completion of

the milestone and payment by the customer. Expenses

associated with investment banking advisory engagements are

deferred only to the extent they are explicitly reimbursable by

the client and the related revenue is recognized at a point in

time. All other investment banking advisory related expenses,

including expenses incurred related to restructuring

assignments, are expensed as incurred. All investment banking

advisory expenses are recognized within their respective

expense category in our Consolidated Statements of Earnings

and any expenses reimbursed by our clients are recognized as

Investment banking revenues.

Underwriting services include underwriting and placement

agent services in both the equity and debt capital markets,

including private equity placements, initial public offerings,

follow-on offerings and equity-linked securities transactions

and structuring, underwriting and distributing public and private

debt, including investment grade debt, high yield bonds,

leveraged loans, municipal bonds and mortgage-backed and

asset-backed securities. Underwriting and placement agent

revenues are recognized at a point in time on trade-date, as the

client obtains the control and benefit of the underwriting

offering at that point. Costs associated with underwriting

transactions are deferred until the related revenue is

recognized or the engagement is otherwise concluded and are

recorded on a gross basis within Underwriting costs as we are

acting as a principal in the arrangement. Any expenses

reimbursed by our clients are recognized as Investment

banking revenues.

•Commissions and Other Fees. We earn commission and other

fee revenue by executing, settling and clearing transactions for

clients primarily in equity, equity-related and futures products

and facilitating foreign currency spot transactions. Trade

execution and clearing services, when provided together,

represent a single performance obligation as the services are

not separately identifiable in the context of the contract.

Commission revenues associated with combined trade

execution and clearing services, as well as trade execution

services on a standalone basis, are recognized at a point in

time on trade-date. Commissions revenues are generally paid

on settlement date, and we record a receivable between trade-

date and payment on settlement date. We permit institutional

customers to allocate a portion of their gross commissions to

pay for research products and other services provided by third

parties. The amounts allocated for those purposes are

commonly referred to as soft dollar arrangements. We act as

an agent in the soft dollar arrangements as the customer

controls the use of the soft dollars and directs our payments to

third-party service providers on its behalf. Accordingly,

amounts allocated to soft dollar arrangements are netted

against commission revenues in our Consolidated Statements

of Earnings. We also earn investment research fees for the

sales of our proprietary investment research when a contract

with a client has been identified. The delivery of investment

research services represents a distinct performance obligation

that is satisfied over time when the performance obligation is

to provide ongoing access to a research platform or research

analysts, with fees recognized on a straight-line basis over the

period in which the performance obligation is satisfied. The

performance obligation is satisfied at a point in time when the

performance obligation is to provide individual interactions

with research analysts or research events, with fees

recognized on the interaction date.

We earn account advisory and distribution fees in connection

with wealth management services. Account advisory fees are

recognized over time using the time-elapsed method as we

determined that the customer simultaneously receives and

consumes the benefits of investment advisory services as they

are provided. Account advisory fees may be paid in advance of

a specified service period or in arrears at the end of the

specified service period (e.g., quarterly). Account advisory fees

paid in advance are initially deferred within Accrued expenses

and other liabilities. Distribution fees are variable and

recognized when the uncertainties with respect to the amounts

are resolved.

•Asset Management Fees. We earn management and

performance fees in connection with investment advisory

services provided to various funds and accounts, which are

satisfied over time and measured using a time elapsed

measure of progress as the customer receives the benefits of

the services evenly throughout the term of the contract.

Management and performance fees are considered variable as

they are subject to fluctuation (e.g., changes in assets under

management, market performance) and/ or are contingent on

a future event during the measurement period (e.g., meeting a

specified benchmark) and are recognized only to the extent it

is probable that a significant reversal in the amount of

cumulative revenue recognized will not occur when the

uncertainty is resolved. Management fees are generally based

on month-end assets under management or an agreed upon

notional amount and are included in the transaction price at

the end of each month when the assets under management or

notional amount is known. Performance fees are received

when the return on assets under management for a specified

performance period exceed certain benchmark returns, “high-

water marks” or other performance targets. The performance

period related to our performance fees is annual or semi-

annual. Accordingly, performance fee revenue will generally be

recognized only at the end of the performance period to the

extent that the benchmark return has been met.

89		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

•Manufacturing Revenues. We earn revenues from the sale of

manufactured or remanufactured lumber. Agreements with

customers for these sales specify the type, quantity and price

of products to be delivered as well as the delivery date and

payment terms. The transaction price is fixed at the time of

sale and revenue is generally recognized when the customer

takes control of the product.

•Oil and Gas Revenues. The sales of oil and natural gas are

made under contracts negotiated with customers, which

typically include variable consideration based on monthly

pricing tied to local indices and volumes. Revenue is recorded

at the point in time when control of the produced oil and gas

transfers to the customer, which is when the performance

obligation is satisfied. The amount of production delivered to

the customer and the price that will be received for the sale of

the product is estimated utilizing production reports, market

indices and estimated differential. The variable consideration

can be reasonably estimated at the end of the month when the

performance obligation is satisfied.

•Real Estate Revenues. Revenues from the sales of real estate

are recognized at a point in time when the related transaction

is complete. The majority of our real estate sales of land, lots

and homes transfer the goods and services to the customer at

the close of escrow when the title transfers to the buyer and

the buyer has the benefit and control of the goods and service.

If the performance obligation under the contract with a

customer related to a parcel of real estate is not yet complete

when title transfers to the buyer, revenue associated with the

incomplete performance obligation is deferred until the

performance obligation is completed.

•Internet Connection and Broadband Revenues. Revenues

associated with internet connection and mobile voice services

provided to customers are recognized based on the volume of

service provided as of a given date and the related service

charge. Revenues from the activation of broadband services

are recognized on a straight-line basis over a period of 24

months. Amounts received in advance are deferred and

recognized into revenue over the 24 month service period.

Disaggregation of Revenue

	Year Ended November 30, 2024
$ in thousands	Investment Banking and Capital Markets	Asset Management	Total
Major business activity:
Investment banking - Advisory ................	$1,811,633	$—	$1,811,633
Investment banking - Underwriting .........	1,491,030	—	1,491,030
Equities (1) .................................................	1,074,666	—	1,074,666
Fixed income (1) ........................................	8,859	—	8,859
Asset management ...................................	—	50,700	50,700
Other investments .....................................	—	421,137	421,137
Total ............................................................	$4,386,188	$471,837	$4,858,025
Primary geographic region:
Americas .....................................................	$3,196,908	$223,057	$3,419,965
Europe and the Middle East .....................	812,052	245,299	1,057,351
Asia-Pacific ................................................	377,228	3,481	380,709
Total ............................................................	$4,386,188	$471,837	$4,858,025

(1)Revenues from contracts with customers associated with the equities and

fixed income businesses primarily represent commissions and other fee

revenue.

	Year Ended November 30, 2023
$ in thousands	Investment Banking and Capital Markets	Asset Management	Total
Major business activity:
Investment banking - Advisory ................	$1,198,915	$—	$1,198,915
Investment banking - Underwriting .........	970,451	—	970,451
Equities (1) .................................................	894,602	—	894,602
Fixed income (1) ........................................	10,577	—	10,577
Asset management ...................................	—	33,867	33,867
Other investments .....................................	—	124,796	124,796
Total ............................................................	$3,074,545	$158,663	$3,233,208
Primary geographic region:
Americas .....................................................	$2,349,161	$153,286	$2,502,447
Europe and the Middle East .....................	485,432	2,646	488,078
Asia-Pacific ................................................	239,952	2,731	242,683
Total ............................................................	$3,074,545	$158,663	$3,233,208

(1)Revenues from contracts with customers associated with the equities and

fixed income businesses primarily represent commissions and other fee

revenue.

	Year Ended November 30, 2022
$ in thousands	Investment Banking and Capital Markets	Asset Management	Total
Major business activity:
Investment banking - Advisory ................	$1,778,003	$—	$1,778,003
Investment banking - Underwriting .........	1,029,819	—	1,029,819
Equities (1) .................................................	910,254	—	910,254
Fixed income (1) ........................................	15,240	—	15,240
Asset management ...................................	—	23,525	23,525
Other investments .....................................	—	986,017	986,017
Total ............................................................	$3,733,316	$1,009,542	$4,742,858
Primary geographic region:
Americas .....................................................	$2,910,318	$1,005,200	$3,915,518
Europe and the Middle East .....................	575,012	2,595	577,607
Asia-Pacific ................................................	247,986	1,747	249,733
Total ............................................................	$3,733,316	$1,009,542	$4,742,858

(1)Revenues from contracts with customers associated with the equities and

fixed income businesses primarily represent commissions and other fee

revenue.

Refer to Note 23, Segment Reporting, for a further discussion on

the allocation of revenues to geographic regions.

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 November 30, 2024. 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 at November 30, 2024.

November 2024 Form 10-K		90

Notes to Consolidated Financial Statements

During the years ended November 30, 2024, 2023 and 2022, we

recognized $41.0 million, $38.1 million and $78.9 million,

respectively, 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, we recognized $32.1

million, $31.5 million and $28.1 million of revenues primarily

associated with distribution services during the years ended

November 30, 2024, 2023 and 2022, respectively, 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 November 30, 2024 and 2023 was $79.1

million and $48.3 million, respectively, which is recorded in

Accrued expenses and other liabilities. During the years ended

November 30, 2024, 2023 and 2022, we recognized revenues of

$34.6 million, $22.7 million and $48.7 million, respectively, that

were recorded as deferred revenue at the beginning of the year.

We had receivables related to revenues from contracts with

customers of $275.9 million and $248.2 million at November 30,

2024 and 2023, 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 November 30, 2024 and 2023, capitalized costs to fulfill a

contract were $5.8 million and $5.3 million, respectively, which

are recorded in Receivables – Fees, interest and other. For the

years ended November 30, 2024, 2023 and 2022, we recognized

expenses of $3.6 million, $1.8 million and $1.6 million,

respectively, related to costs to fulfill a contract that were

capitalized as of the beginning of the year. There were no

significant impairment charges recognized in relation to these

capitalized costs during the years ended November 30, 2024,

2023 and 2022.

Note 15. Compensation Plans

Equity Compensation Plan

Our amended and restated Equity Compensation Plan (the “ECP”)

was approved by shareholders on March 28, 2024. The ECP

replaced our 2003 Incentive Compensation Plan, as Amended

and Restated (the “Incentive Plan”) and the 1999 Directors’ Stock

Compensation Plan, as Amended and Restated July 25, 2013.

The ECP is an omnibus plan authorizing a variety of equity award

types, as well as cash incentive awards, to be used for

employees, non-employee directors and other service providers.

At November 30, 2024, 14.6 million shares remain available for

new grants under the ECP.

Restricted stock awards are grants of our common shares that

generally require service as a condition of vesting. RSUs give a

participant the right to receive shares if service or performance

conditions are met and may specify an additional deferral period

allowing a participant to hold an interest tied to common stock

on a tax deferred basis. Prior to settlement, RSUs carry no voting

or dividend rights associated with stock ownership, but dividend

equivalents are accrued to the extent there are dividends

declared on the underlying common shares.

Restricted stock and RSUs may be granted to new employees as

“sign-on” awards and to existing employees as either “retention”

awards or pursuant to regulatory requirements outside the U.S.

governing remuneration for certain employees. Restricted stock

and RSUs are also granted to certain senior executive officers as

incentive awards. Employee awards are generally subject to

annual ratable vesting over a multi-year service period and may

also contain performance conditions. Restricted stock and RSUs

granted to certain senior executives may contain market,

performance and/or service conditions. Market conditions are

incorporated into the grant-date fair value of senior executive

awards using a Monte Carlo valuation model. Compensation

expense for awards with market conditions is recognized over

the service period and is not reversed if the market conditions are

not met. Awards with performance conditions are amortized over

the service period if, and to the extent, it is determined to be

probable that the performance condition will be achieved. If

awards are forfeited due to failure to achieve performance

conditions or failure to satisfy service conditions, any previously

recognized expense for such awards is reversed.

Senior Executive Compensation

The Compensation Committee of our Board of Directors

approved executive compensation for our senior executives for

compensation year 2020. For each senior executive, the

Compensation Committee targeted long-term compensation of

$22.5 million under the 2020 Plan with a target of $16.0 million in

long-term equity in the form of RSUs with performance goals

measured over the three-year period ending November 30, 2022

and a target of $6.5 million in cash. To receive targeted long-term

equity, our senior executives had to achieve Jefferies’ total

shareholder return (“TSR”) of 9% on a multi-year compounded

basis; and to receive targeted cash, our senior executives had to

achieve 9% in annual Jefferies’ Return on Tangible Deployable

Equity (“ROTDE”). If TSR and ROTDE were less than 6%, our

senior executives would receive no incentive compensation. If

TSR was achieved at a level greater than 9%, our senior

executives were eligible to receive up to 75% additional equity

incentive compensation if Jefferies’ TSR exceeded the 50th

percentile relative to our peer companies’ total shareholder

returns. If ROTDE was greater than 9%, our senior executives

were eligible to receive up to 75% additional cash incentive

compensation on an interpolated basis, up to 12% in ROTDE.

In December 2021, the Board of Directors also granted our senior

executives each a special long-term, five-year retention grant,

termed the Leadership Continuity Grant, with a grant date fair

value of $25.0 million. Our senior executives will gain the benefits

of the retention award after an additional three-year holding

period following the five-year service period.

91		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

The senior executives also hold previously awarded stock

options of 2,506,266 stock options, with an exercise price of

$23.75, which include rights to “excess dividend

equivalents,” (each share subject to the option is entitled to two

times the amount of any regular quarterly cash dividend paid in

the 9.5 years after grant to the extent the per share divided

exceeds the quarterly dividend rate in effect at the time of grant

with the dividend equivalent amount converted to non-forfeitable

share units at the dividend payment date.

In connection with our spin-off of Vitesse Energy, Inc. in January

2023, the options and related dividend equivalent rights were

adjusted, resulting in each senior executive holding 2,532,370

Jefferies options exercisable at $22.69 per share and 228,933

Vitesse options exercisable at $8.97 per share, with

corresponding adjustments such that Vitesse regular quarterly

cash dividends relating to shares underlying the Vitesse options

are taken into consideration in the calculation of the excess

dividend equivalents. The stock options became or become

exercisable in three equal annual tranches beginning December

6, 2021, with a final expiration date of December 5, 2030. At

November 30, 2023 and 2022, all options were outstanding. At

November 30, 2023, for each senior executive, 1,688,247

Jefferies options and 152,622 Vitesse options were exercisable.

At both November 30, 2024 and 2023,  5.1 million of our common

shares were designated for the senior executive nonqualified

stock options.

Additionally, in connection with our spin-off of Vitesse Energy,

Inc. shares, we adjusted certain outstanding equity awards to

include like awards for the acquisition of Vitesse common stock

(“Vitesse Awards”). Vesting terms, exercise dates and expiration

dates of the resulting Vitesse Awards and Vitesse options are the

same as those terms of the related Jefferies awards. For those

Vitesse Awards that remain subject to performance or service-

based vesting requirements, we continue to recognize expense

based on the original grant-date fair value and any incremental

fair value resulting from modifications of awards. In fiscal 2023,

$4.0 million of incremental compensation expense was

recognized for these modifications connection with the

adjustments relating to the Vitesse spin-off.

In addition, the Compensation Committee has granted RSUs and

performance stock units (“PSUs”) to each of our senior

executives as follows:

	Period Grant
$ in millions	December 2024	December 2023	December 2022	December 2021
RSUs
Aggregate grant date fair value .....................................	$18.0	$11.7	$13.1	$16.4
Vesting period ..........................	3-year cliff	3-year cliff	3-year cliff	3-year cliff
PSUs
Aggregate target fair value .....	$18.0	$8.8	$13.1	$16.4
Service period ...........................	3 years	3 years	3 years	3 years
Performance goals performance period ...........	Fiscal 2024 to Fiscal 2026	Fiscal 2023 to Fiscal 2025	Fiscal 2022 to Fiscal 2024	Fiscal 2021 to Fiscal 2023
Performance target (1) .....	10% ROTE	10% ROTE	10% ROTE	10% ROTE
Performance range (2) ......	7.5% - 15% ROTE	7.5% - 15% ROTE	7.5% - 15% ROTE	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.

The following reflects activity in restricted stock, inclusive across

all plans:

In thousands, except per share amounts	Restricted Stock	Weighted- Average Grant Date Fair Value
Balance at November 30, 2021 .................................	1,584	$23.78
Grants ............................................................................	1,457	29.91
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(902)	24.03
Balance at November 30, 2022 .................................	2,139	27.85
Grants ............................................................................	444	33.16
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(481)	24.09
Balance at November 30, 2023 .................................	2,102	29.83
Grants ............................................................................	467	37.09
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(271)	25.65
Balance at November 30, 2024 .................................	2,298	$31.80

The following reflects activity in total RSUs, inclusive across all

plans:

			Weighted-Average Grant Date Fair Value
In thousands, except per share amounts	Future Service Required	No Future Service Required	Future Service Required	No Future Service Required
Balance at November 30, 2021 ...............	48	17,193	$24.07	$20.64
Grants ..........................................................	2,299	472	33.75	28.79
Distributions of underlying shares ...........	—	(6,453)	—	14.65
Forfeited ......................................................	—	—	—	—
Fulfillment of vesting requirement (1) ....	(39)	1,443	24.67	25.38
Balance at November 30, 2022 ...............	2,308	12,655	33.70	24.55
Grants ..........................................................	553	732	34.47	29.35
Distributions of underlying shares ...........	—	(5,485)	—	23.35
Forfeited ......................................................	—	—	—	—
Fulfillment of vesting requirement (1) ....	(9)	2,685	21.82	26.50
Balance at November 30, 2023 ...............	2,852	10,587	33.89	26.00
Grants ..........................................................	972	448	38.33	40.06
Distributions of underlying shares ...........	—	(1,849)	—	26.74
Forfeited ......................................................	—	—	—	—
Fulfillment of vesting requirement (1) ....	(32)	32	35.21	35.21
Balance at November 30, 2024 ...............	3,792	9,218	$35.02	$26.57

(1)Fulfillment of vesting requirement during the years ended November 30, 2024,

2023 and 2022, includes RSUs of 0, 2,438,000, and 1,433,000, respectively,

related to senior executive compensation.

November 2024 Form 10-K		92

Notes to Consolidated Financial Statements

The following reflects activity solely related to the portions of

RSUs related to senior executive compensation that contain

performance conditions:

In thousands, except per share amounts	Target Number of Shares	Weighted- Average Grant Date Fair Value
Balance at November 30, 2021 .................................	2,867	$25.43
Grants ............................................................................	537	35.44
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(1,433)	25.43
Balance at November 30, 2022 .................................	1,971	28.16
Grants ............................................................................	1,379	30.15
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(2,438)	26.49
Balance at November 30, 2023 .................................	912	35.64
Grants ............................................................................	459	44.93
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	—	—
Balance at November 30, 2024 .................................	1,371	$38.75

During the years ended November 30, 2024, 2023 and 2022,

grants are shown with the targeted number of shares. In

December 2023, the Compensation Committee of our Board of

Directors approved a total of 191,757 RSUs relating to above

target performance earned under the PSUs granted in fiscal 2022,

which remain subject to service-based vesting through December

2024. In December 2024, based on performance results in the

fiscal 2022 to fiscal 2024 performance period and an equitable

adjustment to PSUs granted in December 2021, a net of 64,369

Jefferies PSUs and 7,476 Vitesse PSUs were forfeited by senior

executives.

Employee Stock Purchase Plan

An Employee Stock Purchase Plan (the “ESPP”) has been

implemented under both the prior Incentive Plan and the ECP. We

consider the ESPP to be noncompensatory effective January 1,

2007. The ESPP allows eligible employees to make payroll

contributions that are used to acquire shares of our stock,

generally at a discounted price.

Deferred Compensation Plan

A Deferred Compensation Plan (the “DCP”), which permits eligible

employees to defer compensation which may be deemed

invested in our common shares usually at a discount or directed

among other investment vehicles available under the DCP. We

often invest directly, as a principal, in investments corresponding

to the other investment vehicles, relating to our obligations to

perform under the DCP. The compensation deferred by our

eligible employees is expensed in the period earned. The change

in fair value of our investments in assets corresponding to the

specified other investment vehicles are recognized in Principal

transactions revenues and changes in the corresponding

deferred compensation liability are reflected as Compensation

and benefits expense.

Profit Sharing Plan

We have a profit sharing plan, covering substantially all

employees, which includes a salary reduction feature designed to

qualify under Section 401(k) of the Internal Revenue Code.

Other Compensation Plans

In connection with the HomeFed LLC (“HomeFed”) merger in

2019, HomeFed stock options were converted into options to

purchase our common shares. During the year ended November

30, 2023, all remaining HomeFed stock options were exercised at

a price of $22.20 per common share.

Restricted Cash Awards

We provide compensation to new and existing employees in the

form of loans and/or other cash awards which are subject to

ratable vesting terms with service requirements. We amortize

these awards to compensation expense over the relevant service

period, which is generally considered to start at the beginning of

the annual compensation year.

Compensation Expense

	Year Ended November 30,
$ in millions	2024	2023	2022
Components of compensation cost:
Restricted cash awards .....................................	$450.6	$324.6	$196.6
Restricted stock and RSUs (1) ..........................	63.1	45.4	43.9
Profit sharing plan ..............................................	12.7	11.6	10.5
Total compensation cost ..................................	$526.4	$381.6	$251.0

(1)Total compensation cost associated with restricted stock and RSUs include

the amortization of sign-on, retention and senior executive awards, less

forfeitures and clawbacks. Additionally, we recognize compensation costs

related to the discount provided to employees in electing to defer

compensation under the DCP. These compensation costs were approximately

$0.7 million, $0.5 million and $0.5 million for the years ended November 30,

2024, 2023 and 2022, respectively.

Remaining unamortized amounts related to certain

compensation plans at November 30, 2024:

$ in millions	Remaining Unamortized Amounts	Weighted Average Vesting Period (in Years)
Non-vested share-based awards ...............................	$109.8	3.0
Restricted cash awards ...............................................	956.4	3.0
Total ...............................................................................	$1,066.2

In December 2024, $384.5 million of restricted cash awards,

which contain a future service requirements and are related to

the 2024 performance year were approved and awarded. Absent

actual forfeitures or cancellations or accelerations, the annual

compensation cost for these awards will be recognized as

follows:

	Year Ended November 30,
$ in millions	2024	2025	2026	Thereafter	Total
Restricted cash awards .	$71.7	$77.5	$75.9	$159.5	$384.6

93		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Note 16. Benefit Plans

U.S. Pension Plans

Pursuant to the agreement to sell one of our former subsidiaries,

WilTel Communications Group, LLC (“WilTel”), the responsibility

for WilTel’s defined benefit pension plan was retained by us. All

benefits under this plan were frozen as of October 30,

2005. Jefferies Group LLC Employees’ Pension Plan (the “U.S.

Pension Plan”) is a defined benefit pension plan covering certain

employees; benefits under that plan were frozen as of December

31, 2005. We contributed $3.5 million to the WilTel plan during

the year ended November 30, 2024. We did not contribute to the

U.S. Pension Plan during the year ended November 30, 2024 and

we do not anticipate making a contribution to the plan for the

year ending November 30, 2025.

Activity with respect to both plans:

	Year Ended November 30,
$ in thousands	2024	2023
Change in projected benefit obligation:
Projected benefit obligation, beginning of year .......	$163,870	$172,066
Interest cost ..................................................................	7,986	7,981
Actuarial (gains) losses ..............................................	3,455	(5,289)
Settlements ...................................................................	—	—
Benefits paid .................................................................	(12,238)	(10,888)
Projected benefit obligation, end of year ................	$163,073	$163,870
Change in plan assets:
Fair value of plan assets, beginning of year .............	$141,177	$147,272
Actual return on plan assets .......................................	18,980	6,094
Employer contributions ...............................................	3,530	1,000
Benefits paid .................................................................	(12,238)	(10,888)
Settlements ...................................................................	—	—
Administrative expenses paid ....................................	(1,778)	(2,301)
Fair value of plan assets, end of year .......................	$149,671	$141,177
Funded status at end of year .....................................	$(13,402)	$(22,693)

As of November 30, 2024 and 2023, $28.6 million and

$37.0 million, respectively, of the net amount recognized in the

Consolidated Statements of Financial Condition was reflected as

a charge to Accumulated other comprehensive income (loss)

(substantially all of which were cumulative losses) and

$13.4 million and $22.7 million, respectively, was reflected as

accrued pension cost.

Components of net periodic pension cost and other amounts

recognized in other comprehensive income (loss) excluding

taxes:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Interest cost .....................................	$7,986	$7,981	$5,805
Expected return on plan assets .....	(5,796)	(6,411)	(7,311)
Amortization of net losses .............	291	—	—
Settlement losses ............................	—	370	833
Actuarial losses ...............................	193	413	3,348
Net periodic pension cost ..............	$2,674	$2,353	$2,675
Amounts recognized in other comprehensive income (loss):
Net (gains) losses arising during the period ..........................................	$(7,951)	$(2,670)	$(211)
Settlement losses ............................	—	—	(833)
Amortization of net losses .............	(485)	782	(3,348)
Total recognized in other comprehensive income (loss) ......	$(8,436)	$(1,888)	$(4,392)
Net amount recognized in net periodic benefit cost and other   comprehensive income (loss) ....	$(5,762)	$465	$(1,717)

Accumulated other comprehensive income (loss) at

November 30, 2024 and 2023 have not yet been recognized as

components of net periodic pension cost in the Consolidated

Statements of Earnings.

Assumptions:

	November 30,
	2024	2023
WilTel Plan
Discount rate used to determine benefit obligation	5.10%	5.30%
Weighted-average assumptions used to determine net pension cost:
Discount rate .........................................................	5.30%	4.90%
Expected long-term return on plan assets ........	6.00%	6.00%
U.S. Pension Plan
Discount rate used to determine benefit obligation	4.90%	5.20%
Weighted-average assumptions used to determine net pension cost:
Discount rate .........................................................	5.20%	4.80%
Expected long-term return on plan assets ........	5.00%	5.00%

November 2024 Form 10-K		94

Notes to Consolidated Financial Statements

Pension benefit payments expected to be paid (in thousands):

Fiscal Year:
2025 ............................................................................................................	$25,185
2026 ............................................................................................................	13,357
2027 ............................................................................................................	13,563
2028 ............................................................................................................	13,100
2029 ............................................................................................................	13,339
Years 2030 - 2034 .....................................................................................	60,892

U.S. Plan Assets

The information below on the plan assets for the WilTel plan and

the U.S. Pension Plan is presented separately for the plans as the

investments are managed independently. 

WilTel Plan Assets 

The current investment objectives are designed to close the

funding gap while mitigating funded status volatility through a

combination of liability hedging and investment returns. As plan

funded status improves, the asset allocation will move along a

predetermined, de-risking glide path that reallocates capital from

growth assets to liability-hedging assets in order to reduce

funded status volatility and lock in funded status gains. Plan

assets are split into two separate portfolios, each with different

asset mixes and objectives. The portfolios are valued at their

NAV as a practical expedient for fair value.

•The Growth Portfolio consists of global equities and high yield

investments.

•The Liability-Driven Investing (“LDI”) Portfolio consists of long

duration credit bonds and a suite of long duration, Treasury-

based instruments designed to provide capital-efficient interest

rate exposure as well as target specific maturities. The

objective of the LDI Portfolio is to seek to achieve performance

similar to the WilTel plan’s liability by seeking to match the

interest rate sensitivity and credit sensitivity. The LDI Portfolio

is managed to mitigate volatility in funded status deriving from

changes in the discounted value of benefit obligations from

market movements in the interest rate and credit components

of the underlying discount curve.

U.S. Pension Plan Assets

We have an agreement with an external investment manager to

invest and manage the plan’s assets under a strategy using a

combination of two portfolios. The investment manager allocates

the plan’s assets between a growth portfolio and a liability-driven

portfolio according to certain target allocations and tolerance

bands that are agreed to by the Administrative Committee of the

U.S. Pension Plan. Such target allocations will take into

consideration the plan’s funded ratio. The manager will also

monitor the strategy and, as the plan’s funded ratio changes over

time, will rebalance the strategy, if necessary, to be within the

agreed tolerance bands and target allocations. The portfolios are

composed of certain common collective investment trusts that

are established and maintained by the investment manager. The

common collective trusts are valued at their NAV as a practical

expedient for fair value.

Plan Assumptions

To develop the assumption for the expected long-term rate of

return on plan assets, we considered the following underlying

assumptions: 2.5% current expected inflation, 0.0% to 1.5% real

rate of return for long duration risk free investments and an

additional 0.5% to 1.0% return premium for corporate credit risk.

For U.S. and international equity, we assume an equity risk

premium over risk-free assets equal to 4.3%. We then weighted

these assumptions based on invested assets and assumed that

investment expenses were offset by expected returns in excess

of benchmarks, which resulted in the selection of 6.0% and 5.0%

expected long-term rate of return assumption for WilTel and U.S.

Pension plan, respectively, for 2024.

Other

We have defined contribution pension plans, including 401(k)

plans, that cover certain employees. Amounts charged to

expense related to such plans were $13.6 million, $12.6 million

and $12.7 million for the years ended November 30, 2024, 2023

and 2022, respectively.

Note 17. Leases

We enter into lease and sublease agreements, primarily for office

space, across our geographic locations. Information related to

operating leases in our Consolidated Statements of Financial

Condition:

	November 30,
$ in thousands	2024	2023
Premises and equipment - ROU assets (1) ..............	$553,816	$455,468
Weighted average:
Remaining lease term (in years) ................................	9.6	8.3
Discount rate .................................................................	5.1%	3.5%

(1)At November 30, 2023, we classified certain operating lease assets and

liabilities as held for sale and discontinued recording amortization on the

related right-of-use assets. Refer to Note 5, Assets Held for Sale and

Discontinued Operations for further discussion.

Maturities of our operating lease liabilities, excluding certain

operating leases liabilities reclassified as held for sale, and a

reconciliation to the Lease liabilities:

$ in thousands	November 30,
Fiscal Year	2024	2023
2024 ...............................................................................	$—	$97,744
2025 ...............................................................................	98,220	95,509
2026 ...............................................................................	107,298	88,535
2027 ...............................................................................	93,675	81,714
2028 ...............................................................................	87,802	74,965
2029 ...............................................................................	40,951	61,653
2030 and thereafter .....................................................	373,422	126,876
Total undiscounted cash flows .................................	801,368	626,996
Less: Difference between undiscounted and discounted cash flows ...........................................	(168,165)	(83,029)
Operating leases amount in our Consolidated Statements of Financial Condition ......................	633,203	543,967
Finance leases amount in our Consolidated Statements of Financial Condition .......................	2,103	683
Total amount in our Consolidated Statements of Financial Condition .................................................	$635,306	$544,650

In addition to the table above, at November 30, 2024, we entered

into lease agreements that were signed but had not yet

commenced. These operating leases will commence in 2025 with

lease terms of between five to seven years. Lease payments for

these lease agreements will be $1.5 million for the period from

lease commencement to the end of the lease term.

95		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Lease costs:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Operating lease costs (1) ................	$86,581	$81,194	$80,959
Variable lease costs (2) ...................	15,208	14,506	12,887
Less: Sublease income ....................	(3,940)	(5,545)	(4,507)
Total lease cost, net ........................	$97,849	$90,155	$89,339

(1)Includes short-term leases, which are not material.

(2)Includes property taxes, insurance costs, common area maintenance, utilities,

and other costs that are not fixed. The amount also includes rent increases

resulting from inflation indices and periodic market rent reviews.

Consolidated Statements of Cash Flows supplemental

information:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Cash outflows - lease liabilities .....	$92,355	$81,831	$81,082
Non-cash - ROU assets recorded for new and modified leases .........	154,903	56,968	87,977

Note 18. Borrowings

Short-Term Borrowings

	November 30,
$ in thousands	2024	2023
Bank loans .....................................................................	$443,160	$989,715
Total short-term borrowings (1) ...............................	$443,160	$989,715

(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 November 30, 2024 and 2023, the weighted average interest

rate on bank loans outstanding is 6.25% and 6.06% 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 November 30, 2024,

we were in compliance with all covenants under these credit

facilities.

November 2024 Form 10-K		96

Notes to Consolidated Financial Statements

Long-Term Debt

		November 30,
$ in thousands	Maturity (Fiscal Years)	2024	2023
Parent Co. unsecured borrowings
Fixed rate	2024	$—	$544,222
	2025	519,738	117,180
	2026	818,819	90,315
	2027	587,631	526,660
	2028	1,031,076	1,028,966
	2029	742,427	—
	2030 and Later	4,561,814	2,715,503
Variable rate	2025	—	350,000
	2026	41,230	42,417
	2027	570,432	562,833
	2029	1,311	—
	2030 and Later	850,273	810,761
Structured notes (1)	2024	—	48,002
	2025	157,638	40,868
	2026	114,308	36,178
	2027	97,758	83,306
	2028	77,781	19,768
	2029	316,139	4,206
	2030 and Later	1,587,721	1,476,115
Total Parent Co. unsecured borrowings (2) ..........................................................................................................................................		12,076,096	8,497,300
Subsidiaries secured borrowings
Fixed rate	2024	—	135,202
	2025	160,384	117,814
	2026	42,643	23,313
	2027	13,077	4,412
	2028	35,135	37,305
	2029	104,912	—
Variable rate	2024	—	883,406
	2026	792,400	—
	2027	274,026	—
Total Subsidiaries secured borrowings .................................................................................................................................................		1,422,577	1,201,452
Subsidiaries unsecured borrowings
Fixed rate	2029	4,310	—
	2030 and Later	1,347	—
Variable rate	2026	26,235	—
Total Subsidiaries unsecured borrowings .............................................................................................................................................		31,892	—
Total long-term debt (3) ..........................................................................................................................................................................		$13,530,565	$9,698,752
Fair value ....................................................................................................................................................................................................		$13,734,421	$9,572,842
Weighted-average interest rate (4) .......................................................................................................................................................		5.30%	5.52%
Interest rate range (4) ..............................................................................................................................................................................		0.00% - 7.66%	0.25% - 8.21%

(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 $2.04 billion and $1.99 billion for November 30, 2024 and November 30, 2023, respectively, include net losses

of $50.4 million and net gains of $21.6 million for the year ended November 30, 2024 and 2023, 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 November 30, 2024 and 2023 our borrowings under

several credit facilities classified within Long-term debt amounted to $775.3 million and $735.2 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 November 30, 2024, 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.

97		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

During the year ended November 30, 2024, long-term debt

increased by $3.83 billion to $13.53 billion at November 30, 2024

primarily due to proceeds of $3.98 billion from the issuances of

unsecured senior notes, $487.0 million from net issuances of

structured notes, $254.8 million from increased subsidiaries

borrowings, and valuation losses on structured notes of

$175.7 million. These increases were partially offset by a

$350.0 million paydown of a revolving credit facility and

repayments of $720.5 million on our unsecured senior notes.

Note 19. Total Equity

Common Stock

At November 30, 2024 and November 30, 2023, we had

565,000,000 authorized shares of voting common stock with a

par value of $1.00 per share. At November 30, 2024 and 2023, we

had outstanding 205,504,272 common shares and 210,626,642

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 2024 represent

repurchases of common stock for net-share withholding under

our equity compensation plan.

In February 2023, our mandatorily redeemable convertible

preferred shares were converted into 4,654,362 common shares.

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. During the year ended

November 30, 2023, SMBC exchanged 21.0 million shares of

voting common stock for 42,000 shares of Series B Preferred

Stock and we received cash of $31.5 million from SMBC in

connection with the exchange. As a result of the exchange, our

equity attributed to our voting common stock decreased by

$21.0 million, our equity attributed to the Series B Preferred Stock

increased by $42,000 and additional paid-in capital increased by

$52.4 million. On June 20, 2024, SMBC exchanged an additional

6.6 million shares of voting common stock for 13,125 shares of

Series B Preferred Stock and we received $9.8 million from SMBC

in connection with the exchange. Following this exchange, SMBC

increased its ownership to 11.8% of our common stock on an as-

converted basis and 10.9% on a fully-diluted, as-converted basis.

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 November 30, 2024, SMBC owns

approximately 15.8% of our common stock on an as-converted

basis and 14.5% on a fully-diluted, as-converted basis. Refer to

Note 24, Related Party Transactions for further information

regarding transactions with SMBC.

On June 28, 2023, shareholders approved an Amended and

Restated Certificate of Incorporation, which authorized the

issuance 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 Incorporation on June 30, 2023, the

number of authorized shares of common stock remains at

600,000,000 shares, comprised of 565,000,000 shares of voting

common stock and 35,000,000 shares of Non-Voting Common

Shares.

Mandatorily Redeemable Convertible Preferred Shares

Our $125.0 million of callable mandatorily redeemable

cumulative convertible preferred shares (“Preferred Shares”)

were converted during the first quarter of 2023 at a price of

$1,000 per preferred share, plus accrued interest, into 4,654,362

common shares for $125.0 million, or $26.82 per common share.

November 2024 Form 10-K		98

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:

	Year Ended November 30,
In thousands, except per share amounts	2024	2023	2022
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations ................................................................................................................................	$712,352	$262,388	$781,710
Less: Net losses attributable to noncontrolling interests .....................................................................................................	(24,367)	(15,300)	(3,739)
Mandatorily redeemable convertible preferred share dividends ..........................................................................................	—	(2,016)	(8,281)
Allocation of earnings to participating securities (1) .............................................................................................................	(74,110)	(14,729)	(3,015)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share ........	$662,609	$260,943	$774,153
Adjustment to allocation of earnings to participating securities related to diluted shares (1) .......................................	—	—	29
Mandatorily redeemable convertible preferred share dividends ..........................................................................................	—	—	8,281
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share .....	$662,609	$260,943	$782,463
Numerator for earnings per common share from discontinued operations:
Net earnings from discontinued operations (including gain on disposal), net of taxes ...................................................	3,667	—	—
Less: Net losses attributable to noncontrolling interests .....................................................................................................	(2,997)	—	—
Net earnings from discontinued operations attributable to common shareholders for basic and diluted earnings per share ..................................................................................................................................................................................	$6,664	$—	$—
Net earnings attributable to common shareholders for basic earnings per share .........................................................	$669,273	$260,943	$774,153
Net earnings attributable to common shareholders for diluted earnings per share .......................................................	$669,273	$260,943	$782,463
Denominator for earnings per common share:
Weighted average common shares outstanding ....................................................................................................................	208,873	222,325	234,258
Weighted average shares of restricted stock outstanding with future service required ..................................................	(2,334)	(1,920)	(1,330)
Weighted average RSUs outstanding with no future service required ................................................................................	10,540	12,204	14,450
Weighted average basic common shares ...............................................................................................................................	217,079	232,609	247,378
Stock options and other share-based awards .......................................................................................................................	3,638	2,085	1,518
Senior executive compensation plan RSU awards .................................................................................................................	2,933	1,926	2,234
Preferred shares and mandatorily redeemable convertible preferred shares (2) .............................................................	—	—	4,441
Weighted average diluted common shares (2) ......................................................................................................................	223,650	236,620	255,571
Earnings per common share:
Basic from continuing operations ............................................................................................................................................	$3.05	$1.12	$3.13
Basic from discontinued operations ........................................................................................................................................	0.03	—	—
Basic .............................................................................................................................................................................................	$3.08	$1.12	$3.13
Diluted from continuing operations ...........................................................................................................................................	$2.96	$1.10	$3.06
Diluted from discontinued operations ......................................................................................................................................	0.03	—	—
Diluted ...........................................................................................................................................................................................	$2.99	$1.10	$3.06

(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 24.1 million, 8.9 million and 1.0 million for the years

ended November 30, 2024, 2023 and 2022, respectively. Dividends paid on participating securities were $32.0 million, $2.1 million and $1.1 million

during the years ended November 30, 2024, 2023 and 2022, respectively. 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)The two-class method was more dilutive for each period presented.

(3)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 November 30, 2024 and 2023, were 13.2% and 9.5%, respectively, of the weighted average common shares

outstanding for the year ended November 30, 2024 and 2023, respectively.

99		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Dividends

Year Ended November 30, 2024
Declaration Date	Record Date	Payment Date	Per Common Share Amount
January 8, 2024	February 16, 2024	February 27, 2024	$0.30
March 27, 2024	May 20, 2024	May 30, 2024	$0.30
June 26, 2024	August 19, 2024	August 30, 2024	$0.35
September 25, 2024	November 18, 2024	November 27, 2024	$0.35
Year Ended November 30, 2023
Declaration Date	Record Date	Payment Date	Per Common Share Amount
January 9, 2023	February 13, 2023	February 24, 2023	$0.30
March 28, 2023	May 15, 2023	May 26, 2023	$0.30
June 27, 2023	August 14, 2023	August 25, 2023	$0.30
September 27, 2023	November 13, 2023	November 28, 2023	$0.30

On January 8, 2025, the Board of Directors increased our

quarterly dividends from $0.35 to $0.40 per common share to be

paid on February 27, 2025 to common shareholders of record at

February 14, 2025.

We paid cash dividends on our Series B Preferred Stock of

$31.9 million and $12.6 million for the year ended November 30,

2024 and 2023, 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)

Activity in accumulated other comprehensive income (loss) is

reflected in the Consolidated Statements of Comprehensive

Income (Loss) and Consolidated Statements of Changes in

Equity but not in the Consolidated Statements of Earnings. A

summary of accumulated other comprehensive income (loss),

net of taxes is as follows:

	November 30,
$ in thousands	2024	2023	2022
Net unrealized gains (losses) on available-for-sale securities ...........	$(2,406)	$(4,595)	$(5,892)
Net currency translation adjustments and other ....................	(173,841)	(162,541)	(220,071)
Net unrealized losses related to instrument-specific credit risk ......	(206,664)	(181,946)	(104,526)
Net minimum pension liability .......	(40,220)	(46,463)	(48,930)
Total accumulated other comprehensive loss, net of tax .....	$(423,131)	$(395,545)	$(379,419)

Amounts reclassified out of accumulated other comprehensive

income (loss) to net earnings:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Net unrealized gains (losses) on instrument-specific credit risk at fair value (1) .......................................	$4,794	$(167)	$(129)
Foreign currency translation adjustments (2) .................................	—	17,506	—
Amortization of defined benefit pension plan actuarial losses (3) ...	(337)	(631)	(2,483)
Total reclassifications for the period, net of tax ..............................	$4,457	$16,708	$(2,612)

(1)The amounts include income tax benefit (expense) of $(1.7) million, $0.1

million, and $0.0 million during the years ended November 30, 2024, 2023 and

2022, respectively, which were reclassified to Principal transactions revenues.

(2)Relates to the acquisition and consolidation of OpNet in the fourth quarter of

2023. Refer to Note 4, Business Acquisitions and Note 5, Assets Held for Sale

for further information. The amount includes income tax benefit (expense) of

$(5.4) million for the year ended November 30, 2023, which was reclassified to

Other income.

(3)The amounts include income tax benefits of approximately $0.1 million, $0.2

million, and $0.8 million during the years ended November 30, 2024, 2023 and

2022, respectively, which were reclassified to Compensation and benefits

expenses. Refer to Note 16, Benefit Plans for further information.

Note 20. Income Taxes

Provision for income tax expense components:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Current: .............................................
U.S. Federal ......................................	$138,259	$14,600	$198,507
U.S. state and local .........................	75,977	14,896	67,236
Foreign ..............................................	83,089	51,923	78,505
Total current ....................................	297,325	81,419	344,248
Deferred:
U.S. Federal ......................................	(9,453)	10,380	(61,303)
U.S. state and local .........................	(2,912)	3,112	(17,010)
Foreign ..............................................	8,234	(3,030)	7,917
Total deferred ..................................	(4,131)	10,462	(70,396)
Total income tax expense from continuing operations ....................	$293,194	$91,881	$273,852

U.S. and non-U.S. components of earnings from continuing

operations before income tax expense:

	Year Ended November 30,
$ in thousands	2024	2023	2022
U.S. ....................................................	$703,981	$177,595	$801,047
Non-U.S. (1) ......................................	301,565	176,674	254,515
Earnings from continuing operations before income tax expense ............................................	$1,005,546	$354,269	$1,055,562

(1)For purposes of this table, non-U.S. income is defined as income generated

from operations located outside the U.S.

November 2024 Form 10-K		100

Notes to Consolidated Financial Statements

Income tax expense differed from the amounts computed by

applying the U.S. Federal statutory income tax rate of 21.0% to

earnings from continuing operations before income taxes as a

result of the following:

	Year Ended November 30,
	2024		2023		2022
$ in thousands	Amount	Percent	Amount	Percent	Amount	Percent
Computed expected federal income taxes ...........	$211,165	21.0%	$74,396	21.0%	$221,668	21.0%
Increase (decrease) in income taxes resulting from:
State and local income taxes, net of Federal income tax benefit ................	47,642	4.8	17,071	4.8	47,364	4.5
International operations (including foreign rate differential) ......	19,567	1.9	7,306	2.1	18,711	1.8
Foreign tax credits, net .............................	(10,324)	(1.0)	(4,504)	(1.3)	(20,368)	(1.9)
Non-deductible executive compensation ..........	14,481	1.5	11,664	3.3	12,596	1.2
Employee share- based awards ..........	(12,044)	(1.2)	(16,136)	(4.6)	(37,988)	(3.6)
Regulatory Settlement ................	—	—	—	—	20,184	1.9
Change in unrecognized tax benefits related to prior years ...............	(15,696)	(1.6)	(25,561)	(7.2)	(16,915)	(1.7)
Interest on unrecognized tax benefits .....................	26,257	2.6	18,988	5.4	13,902	1.3
Other, net ..................	12,146	1.2	8,657	2.4	14,698	1.4
Total income tax expense from continuing operations ................	$293,194	29.2%	$91,881	25.9%	$273,852	25.9%

Reconciliation of gross unrecognized tax benefits:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Balance at beginning of period .............	$332,323	$349,955	$339,036
Increases based on tax positions related to the current period ..................	29,454	1,555	30,690
Increases based on tax positions related to prior periods ...........................	8,022	10,134	5,902
Decreases based on tax positions related to prior periods ...........................	(23,370)	(28,622)	(25,673)
Decreases related to settlements with taxing authorities ....................................	—	(699)	—
Balance at end of period ........................	$346,429	$332,323	$349,955

The total amount of unrecognized benefits that, if recognized,

would favorably affect the effective tax rate was $273.8 million

and $263.0 million (net of Federal benefit) at November 30, 2024

and 2023, respectively.

We recognize interest accrued related to unrecognized tax

benefits and penalties, if any, as components of Income tax

expense. Net interest expense related to unrecognized tax

benefits was $34.6 million, $25.5 million and $18.6 million for the

years ended November 30, 2024, 2023 and 2022, respectively. At

November 30, 2024, 2023 and 2022, we had interest accrued of

approximately $176.6 million, $142.1 million and $116.5 million,

respectively, included in Accrued expenses and other liabilities.

No material penalties were accrued for the years ended

November 30, 2024, 2023 and 2022.

Cumulative tax effects of temporary differences that give rise to

significant portions of the deferred tax assets and liabilities:

	November 30,
$ in thousands	2024	2023
Deferred tax assets:
Net operating loss carryover ......................................	$254,142	$251,244
Compensation and benefits .......................................	221,395	189,928
Accrued expenses and other ......................................	195,216	175,360
Operating lease liabilities ............................................	150,665	128,805
Long-term debt .............................................................	83,680	75,850
Investments in associated companies .....................	73,211	93,952
Sub-total ........................................................................	978,309	915,139
Valuation allowance ....................................................	(240,231)	(228,074)
Total deferred tax assets ...........................................	738,078	687,065
Deferred tax liabilities:
Operating lease right-of-use assets ..........................	132,867	110,071
Amortization of intangibles ........................................	55,067	62,333
Other ..............................................................................	52,554	56,318
Total deferred tax liabilities .......................................	240,488	228,722
Net deferred tax asset, included in Other assets ...	$497,590	$458,343

The valuation allowance represents the portion of our deferred

tax assets for which it is more likely than not that the benefit of

such items will not be realized. We believe that the realization of

the net deferred tax asset of $497.6 million at November 30,

2024 is more likely than not based on expectations of future

taxable income in the jurisdictions in which we operate.

During the fourth quarter of 2023, we acquired Stratos and

OpNet. Refer to Note 4, Business Acquisitions for further

discussion. In relation to these acquisitions, we recognized

deferred tax assets in the aggregate of $222.8 million primarily

related to net operating losses, offset by a valuation allowance of

$222.3 million.

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. It is reasonably possible that, within the next

twelve months, statutes of limitation will expire which would have

the effect of reducing the balance of unrecognized tax benefits

by $29.8 million.

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 ...................................................................................................	2018
Hong Kong ...............................................................................................	2018
India ...........................................................................................................	2010

101		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Note 21. Commitments, Contingencies and Guarantees

Commitments

	Expected Maturity Date (Fiscal Years)
$ in millions	2025	2026	2027 and 2028	2029 and 2030	2031 and Later	Maximum Payout
Equity commitments (1) .....	$40.1	$2.5	$32.4	$0.1	$243.8	$318.9
Loan commitments (1) .......	254.4	80.0	8.4	—	5.2	348.0
Loan purchase commitments (2) .................	3,661.2	—	—	—	—	3,661.2
Forward starting reverse repos (3) ...............................	3,656.9	—	—	—	—	3,656.9
Forward starting repos (3) .	2,042.3	—	—	—	—	2,042.3
Other unfunded commitments (1) .................	495.3	751.6	251.1	14.2	—	1,512.2
Total commitments ............	$10,150.2	$834.1	$291.9	$14.3	$249.0	$11,539.5

(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 November 30, 2024, Jefferies had also

entered into back-to-back committed sale contracts aggregating to

$3.51 billion.

(3)At November 30, 2024, $3.66 billion forward starting securities purchased

under agreements to resell and $2.04 billion 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

November 30, 2024, our outstanding commitments relating to

Jefferies Capital Partners, LLC and its private equity funds were

$9.8 million.

Additionally, at November 30, 2024, we had other outstanding

equity commitments to invest up to $250.7 million with strategic

affiliates and $43.0 million to various other investments.

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 November 30, 2024, we had outstanding loan

commitments of $88.4 million to clients and $9.6 million to

strategic affiliates.

Loan commitments outstanding at November 30, 2024 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

November 30, 2024:

	Expected Maturity Date (Fiscal Years)
$ in millions	2025	2026	2027 and 2028	Notional/ Maximum Payout
Guarantee Type:
Derivative contracts—non-credit related ....	$20,111.0	$18,614.5	$4,433.4	$43,158.9
Total derivative contracts ............................	$20,111.0	$18,614.5	$4,433.4	$43,158.9

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 November 30, 2024,

the fair value of derivative contracts meeting the definition of a

guarantee is approximately $324.6 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 November 30, 2024, the aggregate amount of infrastructure

improvement bonds outstanding was $46.9 million.

Standby Letters of Credit. At November 30, 2024, 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.

November 2024 Form 10-K		102

Notes to Consolidated Financial Statements

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 22. 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

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 November 30, 2024, Jefferies LLC’s and JFSI’s net capital and

excess net capital were as follows (in thousands):

$ in thousands	Net Capital	Excess Net Capital
Jefferies LLC .................................................................	$2,018,251	$1,879,220
JFSI - SEC ......................................................................	348,588	325,511
JFSI - CFTC ...................................................................	348,588	322,144

In addition, the equivalent capital requirement for Jefferies

International Limited, on a consolidated basis, is a total capital of

$1,781.0 million and an excess capital of $1,054.0 million at

November 30, 2024.

At November 30, 2024, 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.

At November 30, 2024 and 2023, $4.96 billion and $4.67 billion,

respectively, of net assets of our consolidated subsidiaries are

restricted as to the payment of cash dividends, or the ability to

make loans or advances to the parent company. At November 30,

2024 and 2023, $4.54 billion and $4.43 billion, respectively, of

these assets are restricted as they reflect regulatory capital

requirements or require regulatory approval prior to the payment

of cash dividends and advances to the parent company.

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 November 30, 2024,

Jefferies LLC had $142.6 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 November 30, 2024,

Jefferies LLC had $581.9 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 in our

Consolidated Statements of Financial Condition.

103		Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Note 23. 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 securities, commodities, futures and

foreign exchange capital markets activities and investment

banking business, which is composed of financial advisory and

underwriting activities. The Investment Banking and Capital

Markets reportable business segment provides the sales,

trading, origination and advisory effort for various fixed income,

equity and advisory products and services. The Asset

Management reportable business segment provides investment

management services to investors in the U.S. and overseas and

invests capital in hedge funds, separately managed accounts

and third-party asset managers.

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 (losses) 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. During 2023, we refined our

allocated net interest methodology to better reflect net interest

expense across our business units based on use of capital.

Historical periods have been recast to conform with the revised

methodology.

Our net revenues, non-interest expenses and earnings (losses)

from continuing operations before income taxes by reportable

business segment:

	Year Ended November 30,
$ in millions	2024	2023	2022
Investment Banking and Capital Markets:
Net revenues ..................................................	$6,204.3	$4,504.4	$4,741.3
Non-interest expenses ..................................	5,181.5	3,995.1	3,950.8
Earnings from continuing operations before income taxes .....................................	1,022.8	509.3	790.5
Asset Management:
Net revenues ..................................................	803.7	188.3	1,243.5
Non-interest expenses ..................................	847.8	351.0	967.0
Earnings (loss) from continuing operations before income taxes .................	(44.1)	(162.7)	276.5
Total of Reportable Business Segments:
Net revenues ..................................................	7,008.0	4,692.7	5,984.8
Non-interest expenses ..................................	6,029.3	4,346.1	4,917.8
Earnings from continuing operations before income taxes .....................................	978.7	346.6	1,067.0
Reconciliation to consolidated amounts:
Net revenues ..................................................	26.8	7.7	(6.0)
Non-interest expenses ..................................	—	—	5.4
Earnings (losses) before income taxes (1)	26.8	7.7	(11.4)
Total:
Net revenues ..................................................	7,034.8	4,700.4	5,978.8
Non-interest expenses ..................................	6,029.3	4,346.1	4,923.2
Earnings from continuing operations before income taxes .....................................	$1,005.5	$354.3	$1,055.6

(1)Management does not consider certain foreign currency transaction gains or

losses, debt valuation adjustments on derivative contracts, gains and losses

on investments held in deferred compensation or certain other immaterial

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.

Total assets by reportable segment:

	November 30,
$ in millions	2024	2023
Investment Banking and Capital Markets .................	$59,142.9	$51,776.9
Asset Management ......................................................	5,217.4	6,128.3
Total assets ..................................................................	$64,360.3	$57,905.2

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.

	Year Ended November 30,
$ in millions	2024	2023	2022
Americas (1) .....................................	$4,952.3	$3,625.6	$4,815.4
Europe and the Middle East (2) .....	1,577.5	775.9	925.4
Asia-Pacific ......................................	505.0	298.9	238.0
Net revenues ....................................	$7,034.8	$4,700.4	$5,978.8

(1)Primarily relates to U.S. results.

(2)Primarily relates to U.K. results.

November 2024 Form 10-K		104

Notes to Consolidated Financial Statements

Note 24. Related Party Transactions

Officers, Directors and Employees

The following sets forth information regarding related party

transactions with our officers, directors and employees:

•At November 30, 2024 and 2023, we had $29.4 million and

$31.8 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 $5.0 million and $3.0 million at

November 30, 2024 and 2023, respectively.

Vitesse Energy

On January 13, 2023, our consolidated subsidiary, Vitesse Energy,

issued shares measured at a total consideration of $30.6 million

in exchange for acquiring all of the outstanding capital interests

of Vitesse Oil, which was controlled by JCP Fund V. We provided

investment banking services to Vitesse Energy and recognized

revenue of $3.0 million for the year ended November 30, 2023,

included within Investment banking revenues. Refer to Note 1,

Organization and Basis of Presentation for additional details

related to the Vitesse Energy distribution.

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.

$ in thousands	November 30, 2024
Assets
Cash and cash equivalents .......................................................	$542,212
Financial instruments owned, at fair value .............................	1,539
Securities borrowed ...................................................................	20,403
Securities purchased under agreements to resell .................	381,568
Receivables:
Brokers, dealers and clearing organizations .......................	3,012
Fees, interest and other ..........................................................	7,851
Other assets ................................................................................	175
Total assets .................................................................................	$956,760
Liabilities
Financial instruments sold, not yet purchased, at fair value	$1,830
Securities loaned	187
Securities sold under agreements to repurchase ..................	631,390
Payables:
Brokers, dealers and clearing organizations ......................	18,701
Accrued expenses and other liabilities ....................................	6,767
Long-term debt (1) ......................................................................	—
Total liabilities ............................................................................	$658,875

(1)We have an undrawn revolving credit facility of $350.0 million. Interest on this

credit facility is based on an adjusted SOFR plus a spread.

$ in thousands	Year Ended November 30, 2024 (1)
Revenues
Investment banking ................................................................	$5,066
Principal transactions (2) ......................................................	(5,997)
Commissions and other fees ................................................	895
Interest .....................................................................................	14,203
Total revenues ........................................................................	14,167
Interest expense ......................................................................	13,238
Net revenues ...........................................................................	$929
Non-interest expenses
Business development ...........................................................	$7,274
Total non-interest expenses ................................................	$7,274

(1)Amounts reflect activity beginning from the date SMBC became a related

party on August 12, 2024.

(2)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.

105		Jefferies Financial Group Inc.

Item 9. Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure 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 November 30, 2024.

Based on that evaluation, our Chief Executive Officer and Chief

Financial Officer concluded that our disclosure controls and

procedures as of November 30, 2024 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.

Internal Control over Financial Reporting

Management’s annual report on internal control over financial

reporting is contained in Part II, Item 8 of this Form 10-K.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting

occurred during the quarter ended November 30, 2024 that has

materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended November 30, 2024, 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 9C. Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate

Governance

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

Information with respect to this item will be contained in the

Proxy Statement for the 2025 Annual Meeting of Shareholders,

which is incorporated herein by reference.

We have a Code of Business Practice, which is applicable to all

directors, officers and employees, and is available on our

website. We intend to post amendments to or waivers from our

Code of Business Practice on our website as required by

applicable law.

Item 11. Executive Compensation

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

Information with respect to this item will be contained in the

Proxy Statement for the 2025 Annual Meeting of Shareholders,

which is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

Information with respect to this item will be contained in the

Proxy Statement for the 2025 Annual Meeting of Shareholders,

which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and

Director Independence

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

Information with respect to this item will be contained in the

Proxy Statement for the 2025 Annual Meeting of Shareholders,

which is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information with respect to aggregate fees billed to us by our

principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34)

will be contained in the Proxy Statement for the 2025 Annual

Meeting of Shareholders, which is incorporated herein by

reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)1. Financial Statements

The financial statements required to be filed hereunder are listed

on page S-1.

(a)2. Financial Statement Schedules

The financial statement schedules required to be filed hereunder

are listed on page S-1.

(a)3. Exhibits

November 2024 Form 10-K		106

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Jefferies Financial Group Inc., is incorporated by reference to Exhibit 3.1 to the Company’s Current Report on 8-K filed on June 30, 2023.*
3.2	Amended and Restated By-Laws of Jefferies Financial Group Inc. (effective September 30, 2021), is incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 5, 2021.*
4.1	Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.2	Indenture, dated as of October 18, 2013, by and between Jefferies Financial Group Inc. (formerly Leucadia National Corporation) and The Bank of New York Mellon, as trustee, is incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on October 18, 2013. *
4.3	Indenture, dated as of March 12, 2002 (Senior Securities), by and between Jefferies Group LLC (formerly Jefferies Group, Inc.) and The Bank of New York Mellon, as trustee, is incorporated herein by reference to Exhibit 4.1 to Jefferies Group LLC’s and Jefferies Group Capital Finance Inc.’s Form S-3 Registration Statement filed on February 1, 2019 (File Nos. 333-229494 and 333-229494-01).*
4.4	First Supplemental Indenture, dated as of July 15, 2003, to Indenture dated as of March 12, 2002 by and between Jefferies Group LLC (formerly Jefferies Group, Inc.) and The Bank of New York Mellon, as Trustee, is incorporated herein by reference to Exhibit 4.2 of Jefferies Group, Inc.’s Form S-3 Registration Statement filed on July 15, 2003 (No. 333-107032). *
4.5	Second Supplemental Indenture, dated as of December 19, 2012, to the Indenture dated as of March 12, 2002, by and between Jefferies Group LLC (formerly Jefferies Group, Inc.) and The Bank of New York Mellon, as trustee, is incorporated herein by reference to Exhibit 4.1 of Jefferies Group, Inc.’s Form 8-K filed on December 20, 2012. *
4.6	Third Supplemental Indenture, dated as of March 1, 2013, to the Indenture dated as of March 12, 2002 by and between Jefferies Group LLC (formerly Jefferies Group, Inc.) and The Bank of New York Mellon, as Trustee, is incorporated herein by reference to Exhibit 4.3 of Jefferies Group, Inc.’s Form 8-K filed on March 1, 2013. *
4.7	Fourth Supplemental Indenture, dated as of November 1, 2022, among Jefferies Financial Group Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of March 12, 2002, is incorporated by reference to Exhibit 4.5 of the Company’s Current Report on Form 8-K filed on November 1, 2022.*
4.8	Indenture, dated as of May 26, 2016 (the “Senior Debt Indenture”), by and among Jefferies Group LLC and Jefferies Group Capital Finance Inc. and The Bank of New York Mellon, as trustee, is incorporated herein by reference to Exhibit 4.1 of the Form 8-A of Jefferies Group LLC and Jefferies Group Capital Finance Inc. filed on January 17, 2017.*
4.9	First Supplemental Indenture, dated as of November 1, 2022, among Jefferies Financial Group Inc. and The Bank of New York Mellon, as trustee, to the Senior Debt Indenture, dated as of May 26, 2016, is incorporated herein by reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K filed on November 1, 2022.*
4.10	Other instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Registrant hereby agrees to furnish copies of these instruments to the Commission upon request.
10.1	Jefferies Financial Group Inc. 2003 Incentive Compensation Plan as Amended and Restated, is incorporated herein by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on January 29, 2021.* +
10.2	Jefferies Financial Group Inc. Equity Compensation Plan, as amended and restated on March 28, 2024, is incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on March 29, 2024* +
10.3	Form of Stock Option Agreement under the Company’s 2003 Stock Award and Incentive Plan, is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 8, 2021. * +
10.4	Form of Stock Appreciation Award Agreement, is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 8, 2021. * +
10.5	Form of Stock Option Agreement (Converted Stock Appreciation Award) under the Company’s Equity Compensation Plan, is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 8, 2021. * +
10.6	Leucadia National Corporation 1999 Directors’ Stock Compensation Plan, as amended and restated on July 25, 2013, is incorporated herein by reference to Appendix II to the 2013 Proxy Statement.* +
10.7	Agreement of Terms dated as of December 31, 2011 between Leucadia National Corporation and Berkshire Hathaway Inc., is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2012.*

Exhibit No.	Description
10.8	Form of Restricted Stock Units Agreement (Time-Based) under the Company’s Equity Compensation Plan +
10.9	Form of Restricted Stock Units Agreement (Performance-Based) under the Company’s Equity Compensation Plan+
10.10	Form of Restricted Stock Units Agreement (Leadership Continuity Grant) under the Company’s Equity Compensation Plan, is incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 8, 2022.* +
10.11	Form of Restricted Stock / Deferred Share Agreement to Non-Employee Independent Directors, is incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on January 27, 2023.* +
10.12	Vitesse Energy, Inc. Transitional Equity Award Adjustment Plan is incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 17, 2023.* +
10.13	Exchange Agreement, dated as of April 27, 2023, by and between Jefferies Financial Group Inc., a New York corporation, and Sumitomo Mitsui Banking Corporation, a joint stock company incorporated in Japan, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed on April 27, 2023.*
10.14	Memorandum of Understanding in Relation to Strategic Alliance, dated as of April 27, 2023, by and among Jefferies Financial Group Inc., a New York corporation, Jefferies Finance LLC, a Delaware limited liability company, Sumitomo Mitsui Financial Group, Inc., a financial holding company incorporated in Japan, Sumitomo Mitsui Banking Corporation, a joint stock company incorporated in Japan, SMBC Nikko Securities Inc., a joint stock company incorporated in Japan, and SMBC Nikko Securities America, Inc., a Delaware corporation, is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K filed on April 27, 2023.*
19	Jefferies Financial Group Inc. Insider Trading and Anti-Tipping Policy
21	Subsidiaries of the registrant.
23.1	Consent of Deloitte & Touche LLP.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
97.1	Jefferies Financial Group Inc. Incentive-Based Compensation Recovery Policy. is incorporate by reference by reference to Exhibit 97.1 to the Company's Annual Report on From 10-K filed on January 26, 2024 *
101	Interactive Data Files pursuant to Rule 405 of Regulation S-T, formatted in Inline Extensible Business Reporting Language (iXBRL).
104	Cover page interactive data file pursuant to Rule 406 of Regulation S-T, formatted in iXBRL (included in exhibit 101)

+Management/Employment Contract or Compensatory Plan or Arrangement.

*Incorporated by reference.

**Furnished herewith pursuant to item 601(b) (32) of Regulation S-K.

Item 16. Form 10-K Summary

None.

107		Jefferies Financial Group Inc.

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: January 28, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on

behalf of the registrant and in the capacities indicated, on the date set forth below.

		Name		Title		Date
/s/		JOSEPH S. STEINBERG		Chairman of the Board of Directors		January 28, 2025
		Joseph S. Steinberg
/s/		RICHARD B. HANDLER		Chief Executive Officer and Director (Principal Executive Officer)		January 28, 2025
		Richard B. Handler
/s/		MATT LARSON		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		January 28, 2025
		Matt Larson
/s/		BRIAN P. FRIEDMAN		President and Director		January 28, 2025
		Brian P. Friedman
/s/		MARK L. CAGNO		Vice President and Controller (Principal Accounting Officer)		January 28, 2025
		Mark L. Cagno
/s/		LINDA L. ADAMANY		Director		January 28, 2025
		Linda L. Adamany
/s/		ROBERT D. BEYER		Director		January 28, 2025
		Robert D. Beyer
/s/		MATRICE ELLIS KIRK		Director		January 28, 2025
		Matrice Ellis Kirk

November 2024 Form 10-K		108

/s/		MARYANNE GILMARTIN		Director		January 28, 2025
		MaryAnne Gilmartin
/s/		THOMAS W. JONES		Director		January 28, 2025
		Thomas W. Jones
/s/		JACOB M. KATZ		Director		January 28, 2025
		Jacob M. Katz
/s/		TORU NAKASHIMA		Director		January 28, 2025
		Toru Nakashima
/s/		MICHAEL T. O’KANE		Director		January 28, 2025
		Michael T. O’Kane
/s/		MELISSA V. WEILER		Director		January 28, 2025
		Melissa V. Weiler

S-1		Jefferies Financial Group Inc.

Jefferies Financial Group Inc.

Index to Financial Statements and Financial Statement

Schedules Items (15)(a)(1) and (15)(a)(2)

	Page
Financial Statements
Management’s Report on Internal Control over Financial Reporting ....................................................................................................	41
Reports of Independent Registered Public Accounting Firms ...............................................................................................................	42
Consolidated Statements of Financial Condition .....................................................................................................................................	45
Consolidated Statements of Earnings .......................................................................................................................................................	46
Consolidated Statements of Comprehensive Income .............................................................................................................................	47
Consolidated Statements of Changes in Equity .......................................................................................................................................	48
Consolidated Statements of Cash Flows ..................................................................................................................................................	49
Notes to Consolidated Financial Statements ...........................................................................................................................................	51
Financial Statement Schedules
Schedule I - Condensed Financial Information of Jefferies Financial Group Inc. (Parent Company Only) at November 30, 2024 and 2023 and for each of the three fiscal years ended November 30, 2024, 2023 and 2022 .............................................	S-2 - S-5

November 2024 Form 10-K		S-2

Parent Company Only

Condensed Statements of Financial Condition

	November 30,
$ in thousands, except per share amounts	2024	2023
Assets
Cash and cash equivalents ..............................................................................................................................................	$1,862,275	$2,455,437
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations .............................................................................................................................................	68,076	68,076
Financial instruments owned, at fair value ....................................................................................................................	117,941	80,567
Investments in and loans to related parties ..................................................................................................................	682,637	630,705
Investment in subsidiaries ...............................................................................................................................................	7,694,585	7,248,785
Advances to subsidiaries .................................................................................................................................................	7,644,604	4,393,104
Subordinated notes receivable ........................................................................................................................................	5,463,472	4,277,788
Other assets .......................................................................................................................................................................	1,012,283	1,025,140
Total assets ........................................................................................................................................................................	$24,545,873	$20,179,602
Liabilities and Equity
Financial instruments sold, not yet purchased, at fair value .......................................................................................	$5,135	$690
Advances from subsidiaries ............................................................................................................................................	1,509,676	1,253,151
Accrued expenses and other liabilities ..........................................................................................................................	798,194	718,634
Long-term debt ..................................................................................................................................................................	12,076,096	8,497,300
Total liabilities ...................................................................................................................................................................	14,389,101	10,469,775
Equity
Preferred shares, par value of $1 per share, authorized 70,000 shares; 55,125 and 42,000 shares issued and outstanding; liquidation preference $17,500 per share ...........................................................................................	55	42
Common shares, par value $1 per share, authorized 565,000,000 shares; 205,504,272 and 210,626,642 shares issued and outstanding, after deducting 115,613,798 and 110,491,428 shares held in treasury ........	205,504	210,627
Non-voting common shares, par value $1 per share, authorized 35,000,000, shares; no shares issued and outstanding ....................................................................................................................................................................	—	—
Additional paid-in capital ..................................................................................................................................................	2,104,199	2,044,859
Accumulated other comprehensive loss .......................................................................................................................	(423,131)	(395,545)
Retained earnings ..............................................................................................................................................................	8,270,145	7,849,844
Total Jefferies Financial Group Inc. shareholders’ equity .........................................................................................	10,156,772	9,709,827
Total liabilities and equity ...............................................................................................................................................	$24,545,873	$20,179,602

See accompanying notes to condensed financial statements.

S-3		Jefferies Financial Group Inc.

Parent Company Only

Condensed Statements of Earnings and Comprehensive Income

	Year Ended November 30,
$ in thousands	2024	2023	2022
Revenues:
Principal transactions ..........................................................................................................................................	$(104,505)	$(95,642)	$(61,407)
Interest ...................................................................................................................................................................	803,068	580,485	317,020
Other .......................................................................................................................................................................	66,438	(3,654)	(66,539)
Total revenues ......................................................................................................................................................	765,001	481,189	189,074
Interest expense ....................................................................................................................................................	630,994	446,786	317,916
Net revenues .........................................................................................................................................................	134,007	34,403	(128,842)
Non-interest expenses:
Total non-interest expenses ..............................................................................................................................	34,285	34,462	69,962
Earnings (losses) before income taxes .............................................................................................................	99,722	(59)	(198,804)
Income tax expense (benefit) .............................................................................................................................	22,352	(42,322)	(78,338)
Net earnings (losses) before undistributed earnings of subsidiaries ...........................................................	77,370	42,263	(120,466)
Undistributed earnings of subsidiaries from continuing operations .............................................................	662,346	235,425	905,915
Undistributed earnings of subsidiaries from discontinued operations (including gain on disposal of $3,493 million, $—, $—), net of income taxes ...............................................................................................	3,667	—	—
Net earnings .........................................................................................................................................................	743,383	277,688	785,449
Preferred stock dividends ....................................................................................................................................	74,110	14,616	8,281
Net earnings attributable to Jefferies Financial Group Inc. common shareholders ................................	669,273	263,072	777,168
Other comprehensive income (loss), net of tax:
Currency translation adjustments and other ...................................................................................................	(11,300)	57,530	(53,572)
Change in fair value related to instrument-specific credit risk ......................................................................	(24,718)	(77,420)	49,146
Minimum pension liability adjustments ............................................................................................................	6,243	2,467	3,311
Unrealized gain (losses) on available-for-sale securities ...............................................................................	2,189	1,297	(6,161)
Total other comprehensive loss, net of tax .....................................................................................................	(27,586)	(16,126)	(7,276)
Comprehensive income attributable to Jefferies Financial Group Inc. common shareholders .............	$641,687	$246,946	$769,892

See accompanying notes to condensed financial statements.

November 2024 Form 10-K		S-4

Parent Company Only

Condensed Statements of Cash Flows

	Year Ended November 30,
$ in thousands	2024	2023	2022
Cash flows from operating activities:
Net earnings ..........................................................................................................................................................	$743,383	$277,688	$785,449
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes .........................................................................................................................................	16,777	53,728	(38,875)
Share-based compensation ................................................................................................................................	63,119	45,360	43,919
Amortization ..........................................................................................................................................................	7,046	1,040	1,322
Undistributed earnings of subsidiaries ..............................................................................................................	(666,013)	(235,425)	(905,915)
(Income) loss on investments in and loans to related parties .......................................................................	(36,403)	6,808	71,405
Other adjustments ................................................................................................................................................	149,077	(438,649)	(560,325)
Net change in assets and liabilities:
Financial instruments owned ..............................................................................................................................	(37,374)	17,303	200,903
Other assets ..........................................................................................................................................................	175,338	(67,626)	129,322
Financial instruments sold, not yet purchased .................................................................................................	4,445	(4,183)	1,382
Income taxes receivable/payable, net ...............................................................................................................	(179,259)	(189,608)	(158,732)
Accrued expenses and other liabilities ..............................................................................................................	79,561	49,916	233,217
Net cash provided by (used in) operating activities from continuing operations ......................................	319,697	(483,648)	(196,928)
Cash flows from investing activities:
Contributions to investments in and loans to related parties ........................................................................	(950,123)	(211)	(118)
Capital distributions from investments and repayments of loans from related parties ............................	934,594	—	22
Distribution (to) from subsidiaries, net ..............................................................................................................	190,919	887,895	2,921,528
Net cash provided by investing activities from continuing operations .......................................................	175,390	887,684	2,921,432
Net cash provided by investing activities from discontinued operations ...................................................	29,294	—	—
Cash flows from financing activities:
Proceeds from short-term borrowings ..............................................................................................................	—	—	4,068
Payments on short-term borrowings .................................................................................................................	—	(10,868)	—
Proceeds from issuance of long-term debt, net of issuance costs ..............................................................	5,336,634	1,718,992	400,059
Repayments of long-term debt ...........................................................................................................................	(1,936,085)	(813,182)	(202,172)
Advances (to) from subsidiaries, net .................................................................................................................	(4,180,659)	(828,114)	30,428
Issuances of common shares ............................................................................................................................	—	—	2,752
Purchase of common shares for treasury ........................................................................................................	(44,313)	(169,402)	(859,593)
Proceeds from conversion of common to preferred shares ..........................................................................	9,844	31,500	—
Dividends paid .......................................................................................................................................................	(302,964)	(278,595)	(280,104)
Net cash used in financing activities from continuing operations ...............................................................	(1,117,543)	(349,669)	(904,562)
Net increase (decrease) in cash and cash equivalents and restricted cash ...............................................	(593,162)	54,367	1,819,942
Cash, cash equivalents and restricted cash at beginning of period .............................................................	2,523,513	2,469,146	649,204
Cash, cash equivalents and restricted cash at end of period .......................................................................	$1,930,351	$2,523,513	$2,469,146
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for
Interest ...................................................................................................................................................................	$632,040	$176,981	$484,349
Income taxes, net ..................................................................................................................................................	186,177	95,634	124,516

Parent Company’s cash, cash equivalents and restricted cash by category within the Condensed Statements of Financial Condition:

	November 30,
$ in thousands	2024	2023
Cash and cash equivalents ...............................................................................................................................................................	$1,862,275	$2,455,437
Cash and securities segregated and on deposit for regulatory purposes with clearing and depository organizations .....	68,076	68,076
Total cash, cash equivalents and restricted cash ........................................................................................................................	$1,930,351	$2,523,513

See accompanying notes to condensed financial statements.

S-5		Jefferies Financial Group Inc.

Parent Company Only

Notes to Condensed Financial Statements

Note 1. Introduction and Basis of Presentation

The accompanying condensed financial statements (the “Parent

Company Financial Statements”), including the notes thereto,

should be read in conjunction with the consolidated financial

statements of Jefferies Financial Group Inc. (the “Company”) and

the notes thereto found in the Company’s Annual Report on Form

10-K for the year ended November 30, 2024. For purposes of

these condensed financial statements, the Company’s wholly-

owned and majority owned subsidiaries are accounted for using

the equity method of accounting (“equity method subsidiaries”).

The Parent Company Financial Statements have been prepared in

accordance with U.S. generally accepted accounting principles

(“U.S. GAAP”) for financial information. The significant

accounting policies of the Parent Company Financial Statements

are those used by the Company on a consolidated basis, to the

extent applicable. For further information regarding the

significant accounting policies refer to Note 2, Summary of

Significant Accounting Policies in the Company’s consolidated

financial statements included in the Annual Report on Form 10-K

for the year ended November 30, 2024.

The Company has made a number of estimates and assumptions

relating to the reporting of assets and liabilities and the

disclosure of contingent assets and liabilities to prepare these

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, the ability to realize deferred tax assets and the

recognition and measurement of uncertain tax positions.

Although these and other estimates and assumptions are based

on the best available information, actual results could be

materially different from these estimates.

Note 2. Transactions with Subsidiaries

The Parent Company has transactions with its consolidated

subsidiaries and certain other affiliated entities determined on an

agreed upon basis and has guaranteed certain unsecured lines of

credit and contractual obligations of certain equity method

subsidiaries.

Note 3. Guarantees

In the normal course of its business, the Parent Company issues

guarantees in respect of obligations of certain of its wholly-

owned subsidiaries under trading and other financial

arrangements, including guarantees to various trading

counterparties and banks. The Parent Company records all

derivative contracts and Financial instruments owned and

Financial instruments sold, not yet purchased at fair value in its

Consolidated Statements of Financial Condition.

Certain of the Parent Company’s equity method subsidiaries are

members of various exchanges and clearing houses. In the

normal course of business, the Parent Company provides

guarantees to securities clearinghouses 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

clearinghouse, other members would be required to meet these

shortfalls. To mitigate these performance risks, the exchanges

and clearinghouses often require members to post collateral. The

Parent Company’s obligations under such guarantees could

exceed the collateral amounts posted. The maximum potential

liability under these arrangements cannot be quantified; however,

the potential for the Parent Company to be required to make

payments under such guarantees is deemed remote. Accordingly,

no liability has been recognized for these arrangements.

The Parent Company guarantees certain financing arrangements

of subsidiaries. The maximum amount payable under these

guarantees is $1.10 billion at November 30, 2024. For further

information, refer to Note 18, Borrowings in the Company’s

consolidated financial statements included in the Annual Report

on Form 10-K for the year ended November 30, 2024.

Exhibit 4.1

DESCRIPTION OF REGISTRANT’S SECURITIES

Jefferies Financial Group Inc. (“Jefferies,” the “Company,” “we,” “us,” “our” or “Issuer”) has five classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (1) Our common shares, par value $1.00 per share (“Common Shares”); (2) our 4.850% Senior Notes due 2027; (3) our 2.75% Senior Notes Due 2032; (4) our 5.875% Senior Notes due 2028, and (5) our 6.200% Senior Notes Due 2034.

Description of Common Shares

Authorized Capital

Pursuant to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Company is authorized to issue 606,000,000 shares, which consist of 600,000,000 shares of our Common Shares, and 6,000,000 preferred shares, par value $1.00 per share (the “Preferred Shares”).

Dividend Rights

Subject to the rights of the holders of our Preferred Shares that may be outstanding, holders of our Common Shares are entitled to receive dividends as may be declared by the Company’s board of directors out of funds legally available to pay dividends.

Voting Rights

Each holder of our Common Shares is entitled to one vote for each share held of record on the applicable record date for all matters submitted to a vote of the Company’s shareholders.

No Preemptive, Conversion or Redemption Rights; No Sinking Fund Provisions

Holders of our Common Shares have no preemptive rights to purchase or subscribe for any shares or other securities, and there are no conversion rights or redemption, purchase, retirement or sinking fund provisions with respect to our Common Shares.

Liquidation Rights

In the event of any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary, and after the holders of our Preferred Shares shall have been paid in full the amounts to which they respectively shall be entitled, or an amount sufficient to pay the aggregate amount to which such holders will be entitled have been deposited in trust with a bank or trustee having its principal office in the Borough of Manhattan, City, County and State of New York, having a capital, undivided profits and surplus aggregating at least $50,000,000, for the benefit of the holders of our Preferred Stock, the remaining net assets of the Company shall be distributed pro rata to the holders of our Common Shares.

Certain Other Provisions of Our Certificate of Incorporation and By-Laws

The Certificate of Incorporation and/or the By-Laws, include the following provisions, not previously discussed above, that may have effect of delaying, deferring or preventing a change in control of the Company:

•Our board of directors may adopt, amend or repeal the By-Laws without shareholder approval;

•Vacancies on our board of directors (including any vacancy due to an increase in the size of our board of directors) may be filled by a majority of remaining directors, although less than a quorum;

•Our directors may only be removed with cause;

•Our By-Laws establish an advance notice procedure and proxy access procedures for shareholders to submit proposed nominations of persons for election to our board of directors at our annual meeting of shareholders;

•Our By-Laws otherwise limit the ability to call special meetings of shareholders to our board of directors; and

•Our board of directors is authorized to issue Preferred Shares without shareholder approval.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Incorporation and the By-Laws. For additional information we encourage you to read: the Certificate of Incorporation and By-Laws; and applicable provisions of the Business Corporation Law of the State of New York, including Section 717, Section 912 and Section 513.

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Description of the Notes

The following description of our 4.850% Senior Notes due 2027 (the “2027 Notes”), our 2.750% Senior Notes Due 2032 (the “2032 Notes”), our 5.875% Senior Notes due 2028 (the “2028 Notes”) and our 6.200% Senior Notes Due 2034 (the “2034 Notes”, and together with the 2027 Notes, the 2032 Notes and the 2028 Notes, the “Notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to, in the case of each of the 2027 Notes and the 2032 Notes, the indenture, dated as of May 26, 2016 between Jefferies Group LLC, Jefferies Group Capital Finance Inc. and the Bank of New York Mellon (“BNYM”), as trustee, as supplemented by a first supplemental indenture, dated as of November 1, 2022 between us and BNYM (the “Senior Indenture”), in the case of the 2028 Notes, the indenture, dated as of October 18, 2013, between us and BNYM, as trustee, as supplemented by a third supplemental indenture, dated as of July 21, 2023, between us and BNYM (the “2028 Notes Indenture”), and in the case of the 2034 Notes, the indenture, dated as of October 18, 2013, between us and BNYM, as trustee, as supplemented by a fourth supplemental indenture, dated as of April 16, 2024, between us and BNYM (the “2034 Notes Indenture”),which are incorporated by reference as exhibits to the Annual Report on Form 10-K.

General

The initial aggregate principal amount of the 2027 Notes is $750,000,000, the initial aggregate principal amount of the 2032 Notes is $500,000,000, the initial aggregate principal amount of the 2028 Notes is $1,000,000,000 and the initial aggregate principal amount of the 2034 Notes is $1,500,000,000.

Interest Payments and Maturity

The 2027 Notes will mature on January 15, 2027, the 2032 Notes will mature on October 15, 2032, the 2028 Notes will mature on July 21, 2028 and the 2034 Notes will mature on April 14, 2034. The 2027 Notes bear interest at a rate of 4.850%, the 2032 Notes bear interest at a rate of 2.750%, the 2028 Notes bear interest at a rate of 5.875% and the 2034 Notes bear interest at a rate of 6.200%.

Interest on the 2027 Notes accrues from January 17, 2017, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2027 Notes on January 15 and July 15 of each year, commencing July 15, 2017 to holders of record at the close of business on the immediately preceding January 1 and July 1.

Interest on the 2032 Notes accrues from October 7, 2020, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2032 Notes on April 15 and October 15 of each year, commencing April 15, 2021 to holders of record at the close of business on the immediately preceding March 31 and September 30.

Interest on the 2028 Notes accrues from July 21, 2023, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2028 Notes on January 21 and July 21 of each year, commencing January 21, 2024 to holders of record at the close of business on the immediately preceding January 6 and July 6.

Interest on the 2034 Notes accrues from April 16, 2024, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2034 Notes on April 14 and October 14 of each year, commencing October 14, 2024 to holders of record at the close of business on the immediately preceding March 30 and September 29.

Interest is to be calculated on the basis of a 360-day year comprising twelve 30-day months. Interest on the Notes will be paid by check mailed to the persons in whose names the Notes are registered at the close of business on the applicable record date or, at our option, by wire transfer to accounts maintained by such persons with a bank located in the United States. The principal of the Notes will be paid upon surrender of the Notes at the corporate trust office of the trustee. For so long as the Notes are represented by global notes, we will make payments of interest by wire transfer to The Depository Trust Company (“DTC”) or its nominee, which will distribute payments to beneficial holders in accordance with its customary procedures.

The Notes are not entitled to any sinking fund.

Ranking

The Notes will be senior unsecured obligations, each ranking equally with all of our existing and future senior indebtedness and senior to any future subordinated indebtedness.

Optional Redemption

The 2027 Notes and the 2032 Notes

In this subsection only, references to “Notes” means the 2027 Notes together with the 2032 Notes.

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The Notes are redeemable, in whole at any time or in part from time to time, at our option at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed; or

(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 40 basis points with respect to the 2027 Notes, and 35 basis points with respect to the 2032 Notes, plus accrued interest thereon to the date of redemption.

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the Senior Indenture.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

“Quotation Agent” means the Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means (i) Jefferies LLC (or its affiliates that are Primary Treasury Dealers) and their respective successors, as applicable; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefore another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such reference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each registered holder of the Notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all the Notes are to be redeemed, the Notes shall be selected in accordance with the procedures of DTC.

The 2028 Notes and the 2034 Notes

In this subsection only, references to “Notes” means the 2028 Notes together with the 2034 Notes.

Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus, in the case of the 2028 Notes, 30 basis points, and in the case of the 2034 Notes, 25 basis points, less (b) interest accrued to the date of redemption, and

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

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On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable.

“Par Call Date” means, with respect to the 2028 Notes, June 21, 2028 (the date that is one month prior to the scheduled maturity of the 2028 Notes) and, with respect to the 2034 Notes, January 14, 2034 (the date that is three months prior to the scheduled maturity of the 2034 Notes).

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as

“Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities-Treasury constant maturities-Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields - one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life - and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of the Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that Notes represented by global notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any of the Notes are to be redeemed in part only, the notice of redemption that relates to the Notes will state the portion of the principal amount of the Notes to be redeemed. For so long as the Notes are held by

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DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

Unless we default in payment of the applicable redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

Payment of Additional Amounts

The 2027 Notes

We will not pay additional amounts for taxes on the 2027 Notes.

The 2032 Notes

We will pay to the holder of any 2032 Notes who is a United States alien holder such additional amounts as may be necessary so that every net payment of principal of and interest on the 2032 Note, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States or any taxing authority thereof or therein, will not be less than the amount provided in such 2032 Note to be then due and payable. We will not be required, however, to make any payment of additional amounts for or on account of:

•any tax, assessment or other governmental charge that would not have been imposed but for the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor), being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having or having had a permanent establishment in the United States;

•any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of the 2032 Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

•any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;

•any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as a passive foreign investment company, a controlled foreign corporation, a personal holding company or foreign personal holding company with respect to the United States, or as a corporation which accumulates earnings to avoid United States federal income tax;

•any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of, or interest on, such 2032 Note;

•any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of, or interest on, any 2032 Note if such payment can be made without withholding by any other paying agent;

•any tax, assessment or other governmental charge that is imposed by reason of a holder’s present or former status as (i) the actual or constructive owner of 10% or more of the total combined voting power of our stock, as determined for purposed of Section 871(h)(3)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), (or any successor provision) or (ii) a controlled foreign corporation that is related to us, as determined for purposes of Section 881(c)(3)(C) of the Code (or any successor provision);

•any tax, assessment or other governmental charge (i) in the nature of a backup withholding tax, (ii) as a result of the failure to comply with information reporting requirements or (iii) imposed under the Hiring Incentives to Restore Employment Act of 2010 or any substantially similar successor legislation, any current or future regulations or official interpretations thereof, any agreement entered into pursuant thereto, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection therewith;

•any tax, assessment or other governmental charge imposed solely because the holder or the beneficial owner of such 2032 Note (i) is a bank purchasing such 2032 Note in the ordinary course of its lending business or (ii) is a bank that is neither (a) buying such 2032 Note for investment purposes nor (b) buying such 2032 Note for resale to a third party that either is not a bank or holding such 2032 Note for investment purposes only;

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•any tax, assessment or other governmental charge imposed in whole or in part by reason of such holder’s or beneficial owner’s past or present status as a corporation that accumulates earnings to avoid U.S. federal income tax or as a private foundation, a foreign private foundation or other tax-exempt organization; or

•any combinations of items identified in the bullet points above.

The 2028 Notes and the 2034 Notes

In this subsection only, references to “Notes” means the 2028 Notes together with the 2034 Notes.

We will pay to the holder of any Notes that is beneficially owned by a United States alien holder such additional amounts as may be necessary so that every net payment of principal of and interest on the Notes, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States or any taxing authority thereof or therein, will not be less than the amount provided in such Notes to be then due and payable. We will not be required, however, to make any payment of additional amounts for or on account of:

•any tax, assessment or other governmental charge that would not have been imposed but for the existence of any present or former connection between such holder or beneficial owner of such Notes (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership or corporation) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor), being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having or having had a permanent establishment in the United States;

•any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of the Notes for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

•any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;

•any tax, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’s past or present status as a passive foreign investment company (including a qualified electing fund), a controlled foreign corporation, a personal holding company or a foreign personal holding company with respect to the United States;

•any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of, or interest on, such Notes;

•any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of, or interest on, any Notes if such payment can be made without withholding by any other paying agent;

•any tax, assessment or other governmental charge that is imposed by reason of a holder’s or beneficial owner’s present or former status as (i) the actual or constructive owner of 10% or more of the total combined voting power of Jefferies Financial Group Inc. stock, as determined for purposes of Section 871(h)(3)(B) of the Code, (or any successor provision) or (ii) a controlled foreign corporation that is related to us, as determined for purposes of Section 881(c)(3)(C) of the Code (or any successor provision);

•any tax, assessment or other governmental charge that would not have been imposed or withheld but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements under U.S. income tax laws, including any tax treaty, with respect to the payment, concerning the nationality, residence, identity or connection with the United States, of the holder or beneficial owner of such Notes, if such compliance is required by U.S. income tax laws, including any tax treaty, as a precondition to relief or exemption from such tax, assessment or governmental charge;

•any tax, assessment or other governmental charge imposed or required pursuant to Sections 1471 through 1474 of the Code and the U.S. Treasury Regulations promulgated thereunder (commonly referred to as “FATCA”), or imposed under any substantially similar successor legislation, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection therewith;

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•any tax, assessment or other governmental charge imposed solely because the holder or the beneficial owner of such Notes (i) is a bank purchasing such Notes in the ordinary course of its lending business or (ii) is a bank that is neither (a) buying such Notes for investment purposes nor (b) buying such Notes for resale to a third party that either is not a bank or holding such Notes for investment purposes only;

•any tax, assessment or other governmental charge imposed in whole or in part by reason of such holder’s or beneficial owner’s past or present status as a corporation that accumulates earnings to avoid U.S. federal income tax or as a private foundation, a foreign private foundation or other tax-exempt organization; or

•any combinations of items identified in the bullet points above.

Covenants with respect to the Notes

The 2027 Notes and the 2032 Notes

Limitations on Liens. The Senior Indenture provides that we will not, and will not permit any material subsidiary to, incur, issue, assume or guarantee any indebtedness for borrowed money if such indebtedness is secured by a pledge of, lien (other than permitted liens) on, or security interest in any voting stock of any material subsidiary, without effectively providing that each series of the debt securities and, at our option, any other indebtedness ranking equally and ratably with such indebtedness, is secured equally and ratably with (or prior to) such other secured indebtedness. The indenture defines material subsidiary to be any subsidiary that represents 5% or more of our consolidated net worth as of the date of determination.

Limitations on Mergers and Sales of Assets. The Senior Indenture provides that the Company will not merge into, consolidate with or convert into, or convey, transfer or lease its assets substantially as an entirety, and another person may not consolidate with, merge into or convert into the Issuer, unless:

•either (1) the Issuer is the continuing corporation, or (2) the successor corporation, if other than the Issuer, is a domestic corporation, partnership or trust and expressly assumes by supplemental indenture the obligations evidenced by the securities issued pursuant to the Senior Indenture;

•immediately after the transaction, there would not be any default in the performance of any covenant or condition of the Senior Indenture;

•if as a result of such consolidation or merger or conversion or such conveyance, the Issuer’s assets or properties would become subject to a pledge, lien or other similar encumbrance which would not be permitted under the indenture, the Issuer or its successor takes steps as necessary to effectively secure the securities equally and ratably with (or prior to) all indebtedness secured thereby; and

•we have delivered an officers’ certificate and an opinion of counsel to the trustee as required under the Senior Indenture.

For purposes of the Senior Indenture, “corporation” is defined to include a corporation, association, company (including a limited liability company), joint-stock company, business trust or other similar entity.

Other than the restrictions described above, the indenture does not contain any covenants or provisions that would protect holders of the 2027 Notes and/or the 2032 Notes in the event of a highly leveraged transaction. Specifically, the Senior Indenture does not limit the amount of indebtedness we may incur.

The 2028 Notes and the 2034 Notes

Limitations on Liens. The 2028 Notes Indenture and the 2034 Notes Indenture each provide that we will not, and will not permit any material subsidiary to, incur, issue, assume or guarantee any indebtedness for borrowed money if such indebtedness is secured by a pledge of, lien (other than permitted liens) on, or security interest in any voting stock of any material subsidiary, without effectively providing that each series of the debt securities and, at our option, any other indebtedness ranking equally and ratably with such indebtedness, is secured equally and ratably with (or prior to) such other secured indebtedness. The 2028 Notes Indenture and the 2034 Notes Indenture each define material subsidiary to be any subsidiary that represents 5% or more of our consolidated net worth as of the date of determination.

Limitations on Mergers and Sales of Assets. The 2028 Notes Indenture and the 2034 Notes Indenture each provide that we will not merge into, consolidate with or transfer our assets substantially as an entirety (i.e., 90% or more) to any Person, unless:

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•either (1) we are the continuing corporation, or (2) the successor corporation, if other than us, (i) is an entity treated as a “corporation” for U.S. tax purposes or we obtain either (x) an opinion of tax counsel of recognized standing who is reasonably acceptable to the trustee, or (y) a ruling from the U.S. Internal Revenue Service, in either case to the effect that such merger or consolidation, or such transfer, will not result in an exchange of the 2028 Notes or the 2034 Notes, as applicable, for new debt instruments for U.S. federal income tax purposes, and (ii) expressly assumes by supplemental indenture, in form satisfactory to the trustee, the due and punctual payment of the obligations evidenced by the 2028 Notes or the 2034 Notes, as applicable, and the performance of all of our other obligations under the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable;

•immediately after the transaction, no Event of Default (as defined in the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable), or event which, after notice or lapse of time, or both, would become an event of default, shall have happened and be continuing; and

•we have delivered an opinion of counsel to the trustee as required under the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable.

The restrictions in the second bullet point above shall not be applicable:

•if our Board of Directors determines in good faith that the purpose of such transaction is principally to change our state of incorporation or convert our form of organization to another form; or

•if such transaction is with or into a single direct or indirect wholly owned subsidiary of ours pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware (or similar provision of our state of incorporation).

These provisions above shall not apply to any intracompany transfer of assets to or among any of our subsidiaries.

In the event of any transaction described in and complying with the conditions listed above in which we are not the continuing entity, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of ours under the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, and we shall thereupon be discharged from all obligations and covenants under the 2028 Notes Indenture and the 2028 Notes and the 2034 Notes Indenture and the 2034 Notes, as applicable. The successor Person may, in its discretion, add a subsidiary of ours which is a business corporation as a co-obligor on the 2028 Notes or the 2034 Notes if the successor Person is not a business corporation.

For purposes of the 2028 Notes Indenture and the 2034 Notes Indenture, “corporation” is defined to include a corporation, association, company, joint-stock company, limited liability company or business trust. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government, or any agency or political subdivision thereof.

Other than the restrictions described above, the 2028 Notes Indenture and the 2034 Notes Indenture does not contain any covenants or provisions that would protect holders of the 2028 Notes or the 2034 Notes in the event of a highly leveraged transaction. Specifically, the 2028 Notes Indenture and the 2034 Notes Indenture do not limit the amount of indebtedness we may incur.

Book-Entry, Delivery and Form

We have obtained the information in this section concerning DTC, Clearstream, Euroclear and the book-entry system and procedures from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

The Notes were issued as fully-registered global notes which will be deposited with, or on behalf of, DTC, and registered, at the request of DTC, in the name of Cede & Co. Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in DTC. Investors may elect to hold their interests in the global notes through either DTC (in the United States) or (in Europe) through Clearstream Banking S.A., or “Clearstream,” formerly Cedelbank, or through Euroclear Bank S.A./N.V., as operator of the Euroclear System, or “Euroclear.” Investors may hold their interests in the global notes directly if they are participants of such systems, or indirectly through organizations that are participants in these systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold these interests in customers’ securities accounts in the depositaries’ names on the books of DTC. Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank will act as depositary for Euroclear. We will refer to Citibank and JPMorgan

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Chase Bank in these capacities as the “U.S. Depositaries.” Beneficial interests in the global notes will be held in denominations of $5,000 and integral multiples of $1,000 in excess thereof. Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

Notes represented by a global note can be exchanged for definitive Notes, in registered form only if:

•DTC notifies us that it is unwilling or unable to continue as depositary for that global note and we do not appoint a successor depositary within 90 days after receiving that notice;

•at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and we do not appoint a successor depositary within 90 days after becoming aware that DTC has ceased to be registered as a clearing agency;

•we in our sole discretion determine that global note will be exchangeable for definitive Notes, in registered form and notify the trustee of our decision; or

•an event of default with respect to the Notes represented by that global note, has occurred and is continuing.

A global note that can be exchanged as described in the preceding sentence will be exchanged for definitive Notes, issued in denominations of $5,000 and integral multiples of $1,000 in excess thereof in registered form for the same aggregate amount. The definitive Notes will be registered in the names of the owners of the beneficial interests in the global note as directed by DTC.

We will make principal and interest payments on all Notes represented by a global note to the paying agent which in turn will make payment to DTC or its nominee, as the sole registered owner and the sole holder of the Notes represented by the global note, for all purposes under the indenture. Accordingly, we, the trustee and any paying agent will have no responsibility or liability for:

•any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in a Note represented by a global note;

•any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global note held through those participants; or

•the maintenance, supervision or review of any of DTC’s records relating to those beneficial ownership interests.

DTC has advised us that its current practice is to credit participants’ accounts on each payment date with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global note as shown on DTC’s records, upon DTC’s receipt of funds and corresponding detail information. The underwriter will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global note will be governed by standing instructions and customary practices, as is the case with securities held for customer accounts registered in “street name,” and will be the sole responsibility of those participants. Book-entry Notes may be more difficult to pledge because of the lack of a physical note.

DTC

So long as DTC or its nominee is the registered owner of a global note, DTC or its nominee, will be considered the sole owner and holder of the Notes represented by that global note for all purposes of the indenture. Owners of beneficial interests in the Notes will not be entitled to have the Notes registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not be considered owners or holders of Notes under the indenture. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC and, if that person is not a DTC participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder of Notes. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in certificated form. These laws may impair the ability to transfer beneficial interests in a global note. Beneficial owners may experience delays in receiving distributions on their Notes since distributions will initially be made to DTC and must then be transferred through the chain of intermediaries to the beneficial owner’s account.

We understand that, under existing industry practices, if we request holders to take any action, or if an owner of a beneficial interest in a global note desires to take any action which a holder is entitled to take under the indenture, then DTC would authorize the participants holding the relevant beneficial interests to take that action and those participants would authorize the beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.

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Beneficial interests in a global note will be shown on, and transfers of those ownership interests will be effected only through, records maintained by DTC and its participants for that global note. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the Notes will be governed by arrangements among them, subject to any statutory or regulatory requirements in effect.

DTC has advised us that it is a limited-purpose trust company organized under the New York banking law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the Securities Exchange Act of 1934.

DTC holds the securities of its participants and facilitates the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTC’s participants include securities brokers and dealers, including the underwriter, banks, trust companies, clearing corporations and certain other organizations, some of which, and/or their representatives, own DTC. Banks, brokers, dealers, trust companies and others that clear through or maintain a custodial relationship with a participant, either directly or indirectly, also have access to DTC’s book-entry system. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

DTC has advised us that the above information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Clearstream

Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations, or “Clearstream Participants,” and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriter. Clearstream’s U.S. Participants are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Distributions with respect to Notes held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.

Euroclear

Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear, or “Euroclear Participants,” and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services, including securities lending and borrowing and interacts with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V., or the “Euroclear Operator,” under contract with Euroclear plc, a U.K. corporation. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriter. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator is a Belgian bank. As such it is regulated by the Belgian Banking and Finance Commission.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, which we will refer to as the “Terms and Conditions.” The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts

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under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions with respect to Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.

Euroclear has further advised us that investors that acquire, hold and transfer interests in the Notes by book-entry through accounts with the Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global notes.

Global Clearance and Settlement Procedures

Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving Notes through DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. Depositaries.

Because of time-zone differences, credits of Notes received through Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such Notes settled during such processing will be reported to the relevant Euroclear Participants or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of Notes by or through a Clearstream Participant or a Euroclear Participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. Neither we nor the paying agent will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.

Events of Default

The 2027 Notes and the 2032 Notes

In this subsection only, references to “Notes” means the 2027 Notes together with the 2032 Notes.

Each of the following events will constitute an event of default under the Senior Indenture with respect to the Notes issued:

•default in the payment of any interest upon any debt security of such series when it becomes due and payable, and continuance of such default for a period of 30 days; or

•default in the payment of the principal of or any premium on any debt security of such series when due; or

•our failure to make any required scheduled installment payment, for 30 days on debt securities of such series; or

•failure to perform for 90 days after notice any other covenant in the Senior Indenture other than a covenant included in the indenture solely for the benefit of a series of debt securities other than such series; or

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•our failure to pay beyond any applicable grace period, or the acceleration of, indebtedness in excess of $50,000,000; or

•certain bankruptcy, or insolvency events, whether voluntary or not.

If an event of default regarding debt securities of any series issued under the Senior Indenture should occur and be continuing, either the trustee or the holders of 51% in the principal amount of outstanding debt securities of such series may declare the debt security of that series due and payable. We are required to file annually with the trustee a statement of an officer as to the fulfillment by us of our obligations under the Senior Indenture during the preceding year.

No event of default regarding one series of debt securities issued under the Senior Indenture is necessarily an event of default regarding any other series of debt securities.

Holders of a majority in principal amount of the outstanding debt securities of any series will be entitled to control certain actions of the trustee under the Senior Indenture and to waive past defaults regarding such series. The trustee generally cannot be required by any of the holders of debt securities to take any action, unless one or more of such holders shall have provided to the trustee reasonable security or indemnity satisfactory to the trustee.

If an event of default occurs and is continuing regarding a series of debt securities, the trustee may use any sums that it holds under the Senior Indenture for its own reasonable compensation and expenses incurred prior to paying the holders of debt securities of such series.

Before any holder of any series of debt securities may institute action for any remedy, except payment on such holder’s debt security when due, the holders of not less than 51% in principal amount of the debt securities of that series outstanding must request the trustee to take action. Holders must also offer and give reasonable indemnity satisfactory to the trustee against liabilities incurred by the trustee for taking such action.

The 2028 Notes and the 2034 Notes

Each of the following events will constitute an event of default under the 2028 Notes Indenture with respect to the 2028 Notes issued and the 2034 Notes Indenture with respect to the 2034 Notes issued:

•our failure to pay required interest on any debt security of such series for 30 days;

•our failure to pay principal or premium, if any, on any debt security of such series as and when the same shall become due, either at maturity, upon redemption, by declaration or otherwise;

•our failure to pay any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the debt securities of such series for 30 days;

•our failure to perform for 90 days after notice any other covenant or warranty in the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, other than a covenant or warranty a default in the performance of which or the breach of which is elsewhere specifically dealt with in Section 5.01 of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable;

•our failure to pay when due the principal of, or interest on, or other amounts payable in respect of, any instrument evidencing or securing indebtedness of ours or any Material Subsidiary (as defined in the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable) of ours, other than the debt securities, in the aggregate of $50,000,000 or more;

•the occurrence of any event of default (other than an event of default arising from a default referred to in the immediately preceding bullet) under an instrument evidencing or securing indebtedness of ours or any Material Subsidiary of ours, other than the debt securities, in the aggregate principal amount of $50,000,000 or more resulting in the acceleration of such indebtedness, which acceleration is not rescinded or annulled pursuant to the terms of such instrument; and

•certain events of bankruptcy or insolvency, whether voluntary or not.

If any Event of Default (other than an Event of Default described in Section 5.01(g) or 5.01(h) of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable) regarding debt securities of any series issued under the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, shall have occurred and be continuing, then and in each and every such case, unless the principal of all the debt securities of such series shall have already become due and payable, either the trustee or the holders of not less than 51% in aggregate principal amount of outstanding securities of such series, by notice in writing to the Company (and to the trustee if given by holders), may declare the principal amount (or, if the debt securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of each debt security of that series and any and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately

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due and payable, any provision of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, or the debt securities of such series to the contrary notwithstanding. If an Event of Default specified in Section 5.01(g) or Section 5.01(h) of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, occurs, the principal amount of the debt securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the party of the trustee or any holder. No declaration of acceleration by the trustee with respect to any series of debt securities shall constitute a declaration of acceleration by the trustee with respect to any other series of debt securities, and no declaration of acceleration by the holders of at least 51% in aggregate principal amount of the outstanding securities of any series shall constitute a declaration of acceleration or other action by any of the holders of any other series of debt securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing with respect to more than one series of debt securities, and whether or not any holders of the debt securities of any such affected series shall also be holders of debt securities of any other such affected series. We are required to file annually with the trustee a statement of an officer as to the fulfillment by us of our obligations under the 2028 Notes Indenture and the 2034 Notes Indenture during the preceding year.

No Event of Default regarding one series of debt securities issued under the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, is necessarily an event of default regarding any other series of debt securities.

Holders of a majority in principal amount of the outstanding securities of any series will be entitled to control certain actions of the trustee under the 2028 Notes Indenture and the 2034 Notes Indenture, as applicable, and to waive past defaults regarding such series. The trustee generally cannot be required by any of the holders of debt securities to take any action, unless one or more of such holders shall have provided to the trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

If an Event of Default occurs and is continuing regarding a series of debt securities, the trustee may use any sums that it holds under the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, for its own reasonable compensation and expenses incurred prior to paying the holders of debt securities of such series.

Before any holder of any series of debt securities may institute action for any remedy, except payment on such holder's debt security when due, the holders of not less than 51% in principal amount of the outstanding securities of that series must request the trustee to take action. Holders must also offer and give reasonable indemnity satisfactory to the trustee against liabilities incurred by the trustee for taking such action.

Discharge, Defeasance and Covenant Defeasance

The 2027 Notes and the 2032 Notes

In this subsection only, references to “Notes” means the 2027 Notes together with the 2032 Notes.

The provisions for full defeasance and covenant defeasance described below apply to the Notes. When there is a defeasance and discharge, the Senior Indenture will no longer govern the Notes; we will no longer be liable for payments required by the terms of the Notes and the holders of the Notes will be entitled only to the deposited funds. When there is a covenant defeasance, however, we will continue to be obligated to make payments when due if the deposited funds are not sufficient.

Defeasance and Discharge. If there is a change in United States federal tax law, we can legally release ourselves from all payment and other obligations on the Notes. This is called full defeasance and is further described in Section 13.02 of the Senior Indenture. For us to do so, each of the following must occur:

•We must deposit in trust for the benefit of all holders of those Notes money or a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on those Notes on their various due dates;

•There must be a change in current United States federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing the holders to be taxed on those Notes any differently than if we did not make the deposit and just repaid those Notes ourselves. Under current federal tax law, the deposit and our legal release from a Note would be treated as though we took back the Note and returned an appropriate share of the cash and notes or bonds deposited in trust. In that event, there may be a recognized gain or loss on the Note;

•We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above; and

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If we ever fully defeased a Note, the trust deposit would make any and all payments on the applicable Note. We would not be responsible for any payment in the event of any shortfall, and we will be deemed to have paid and satisfied our obligations on all outstanding Notes.

Covenant Defeasance. Under current United States law, we can make the same type of deposit described above and be released from the restriction on liens described and any other restrictive covenants relating to a Note. This is called covenant defeasance and is further described in Section 13.03 of the Senior Indenture. In that event, you would lose the protection of those restrictive covenants. In order to achieve covenant defeasance for any Notes, we must:

•deposit in trust for the benefit of the holders of those Notes money or a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on those Notes on their various due dates; and

•deliver to the trustee a legal opinion of our counsel confirming that under current United States federal income tax law we may make the above deposit without causing the holders to be taxed on those Notes any differently than if we did not make the deposit and just repaid those Notes ourselves.

We will cease to be under any obligation, other than to pay when due the principal of, premium, if any, and interest on such Notes, relating to the Notes (Section 13.04 of the Senior Indenture).

The 2028 Notes and the 2034 Notes

In this subsection only, references to “Notes” means the 2028 Notes together with the 2034 Notes.

The provisions for full defeasance and covenant defeasance described below apply to the Notes. When there is a defeasance and discharge, the 2028 Notes Indenture will no longer govern the 2028 Notes and the 2034 Notes Indenture will no longer govern the 2034 Notes; we will no longer be liable for payments required by the terms of the Notes and the holders of the Notes will be entitled only to the deposited funds. When there is a covenant defeasance, however, we will continue to be obligated to make payments when due if the deposited funds are not sufficient.

Defeasance and Discharge. If there is a change in applicable United States federal tax law, we can legally release ourselves from all payment and other obligations on any Notes. This is called defeasance and is further described in Section 4.02 of the 2028 Notes Indenture and Section 4.02 of the 2034 Notes Indenture. For us to do so, each of the following must occur:

•We must irrevocably deposit in trust for the benefit of all holders of those Notes money or a combination of money and United States government or United States government agency debt securities or bonds that will generate enough cash to make interest, principal and any other payments on those Notes on their various due dates;

•There must be a change in current United States federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing the holders to be taxed on those Notes any differently than if we did not make the deposit and just repaid those Notes ourselves. Under current federal tax law, the deposit and our legal release from Notes would be treated as though we took back the Notes and returned an appropriate share of the cash and debt securities or bonds deposited in trust. In that event, there may be a recognized gain or loss on the Notes; and

•We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above.

Among other customary conditions, no Event of Default shall have occurred at any time during the period ending on the 91st day after the date of the above deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to us in respect of such deposit.

If we ever defeased the Notes, the trust deposit would make any and all payments on the applicable Notes. We would not be responsible for any payment in the event of any shortfall, and we will be deemed to have paid and satisfied our obligations on all outstanding Notes.

Covenant Defeasance. Under current United States law, we can make the same type of deposit described above and be released from the restrictive covenants relating to the Notes that may be described in the applicable prospectus supplement. This is called covenant defeasance and is further described in Section 4.03 of the 2028 Notes Indenture and Section 4.03 of the 2034 Notes Indenture. In that event, you would lose the protection of those restrictive covenants. In order to achieve covenant defeasance for any Notes, we must:

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•deposit in trust for the benefit of the holders of those Notes money or a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on those Notes on their various due dates; and

•deliver to the trustee a legal opinion of our counsel confirming that under current United States federal income tax law we may make the above deposit without causing the holders to be taxed on those Notes any differently than if we did not make the deposit and just repaid those Notes ourselves.

Modification of the Indentures

The 2027 Notes and the 2032 Notes

Under the Senior Indenture, except as may otherwise be provided pursuant to Section 3.01 for all or any specific securities of any series, without the consent of any holders, when authorized by a board resolution at any time, we and the trustee may enter into one or more supplemental indentures, in form satisfactory to the trustee, for any of the following purposes:

•to evidence the succession of another person to us and the assumption by any such successor of the covenants of us herein and in the securities or to add a Co-Issuer of any series of securities;

•to add to our covenants for the benefit of the holders of all or any securities of any series (and if such covenants are to be for the benefit of less than all securities of any series, stating that such covenants are expressly being included solely for the benefit of such securities within such series) or to surrender any right or power herein conferred upon us with regard to all or any securities of any series (and if any such surrender is to be made with regard to less than all securities of any series, stating that such surrender is expressly being made solely with regard to such securities within such series);

•to add any additional events of default for the benefit of the holders of all or any securities of any series (and if such additional events of default are to be for the benefit of less than all securities of any series, stating that such additional events of default are expressly being included solely for the benefit of such securities within such series);

•to add to or change any of the provisions of the Senior Indenture to such extent as shall be necessary to permit or facilitate the issuance of securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of securities in uncertificated form;

•to add to, change or eliminate any of the provisions of the Senior Indenture in respect of all or any securities of any series (and if such addition, change or elimination is to apply with respect to less than all securities of any series, stating that it is expressly being made to apply solely with respect to such securities within such series), provided that any such addition, change or elimination (A) shall neither (i) apply to any security issued prior to the execution of such indentures and entitled to the benefit of such provision nor (ii) modify the rights of the holder of any such security with respect to such provision or (B) shall become effective only when there is no such security outstanding;

•to secure the securities pursuant to the requirements of Section 8.01(3), Section 10.05 or otherwise;

•to establish the form or terms of all or any securities of any series as permitted by Sections 2.01 and 3.01;

•to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the securities of one or more series and to add to or change any of the provisions of the Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11;

•to add to or change any of the provisions of the Senior Indenture with respect to any securities that by their terms may be converted into securities or other property other than securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such securities;

•to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Senior Indenture, provided that such action shall not adversely affect the interests of the holders of any securities in any material respect;

•to comply with any requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) or the requirements of the Commission in connection with maintaining the qualification of the Indentures under the Trust Indenture Act; or

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•to make any change that does not adversely affect the rights of the holders of securities of each series affected by such change in any material respect.

We and the trustee may, with the consent of the holders of at least a majority in aggregate principal amount of the debt securities of a series, modify the Senior Indenture or the rights of the holders of the securities of such series.

No such modification may, without the consent of each holder of an affected security:

•extend the fixed maturity of any such securities;

•reduce the rate or change the time of payment of interest on such securities;

•reduce the principal amount of such securities or the premium, if any, on such securities;

•change any obligation of ours to pay additional amounts;

•reduce the amount of the principal payable on acceleration of any securities issued originally at a discount;

•adversely affect the right of repayment or repurchase at the option of the holder;

•reduce or postpone any sinking fund or similar provision;

•change the currency or currency unit in which any such securities are payable or the right of selection thereof;

•impair the right to sue for the enforcement of any such payment on or after the maturity of such securities;

•reduce the percentage of securities referred to above whose holders need to consent to the modification or a waiver without the consent of such holders; or

•change any obligation of ours to maintain an office or agency.

The 2028 Notes and the 2034 Notes

Under the 2028 Notes Indenture and the 2034 Notes Indenture, except as may otherwise be provided pursuant to Section 3.01 for all or any specific debt securities of any series, without the consent of any holders, when authorized by a board resolution at any time, we and the trustee may enter into one or more supplemental indentures (which shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”) as in force at the date of their execution), in form satisfactory to the trustee, for any of the following purposes:

•to evidence the succession of another corporation to us, or successive successions, and the assumption by any such successor of our covenants, agreements and obligations pursuant to Article 8 of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable;

•to add to our covenants such further covenants, restrictions or conditions for the protection of the holders of the debt securities of any or all series as we and the trustee shall consider to be for the protection of the holders of the debt securities of any or all series or to surrender any right or power conferred upon us in the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of debt securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series);

•to cure any ambiguity, to correct or supplement any provision of the 2028 Notes Indenture or the 2034 Notes Indenture which may be inconsistent with any other provision of the 2028 Notes Indenture or the 2034 Notes Indenture or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under the 2028 Notes Indenture or the 2034 Notes Indenture that do not adversely affect the interests of the holders of debt securities of any series in any material respect;

•to add to the 2028 Notes Indenture or the 2034 Notes Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, was executed or any corresponding provision in any similar federal statute hereafter enacted;

•to add guarantors or co-obligors with respect to any series of debt securities;

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•to secure any series of debt securities;

•to establish any form of debt security, as provided in Article 2 of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, and to provide for the issuance of any series of debt securities, as provided in Article 3 of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, and to set forth the terms thereof, and/or to add to the rights of the holders of the debt securities of any series;

•to evidence and provide for the acceptance of appointment by another corporation as a successor trustee under the 2028 Notes Indenture or the 2034 Notes Indenture with respect to the debt securities of one or more series and to add to or change any of the provisions of the 2028 Notes Indenture or the 2034 Notes Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11 of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable;

•to add any additional Events of Default in respect of the debt securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of debt securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series);

•to comply with the requirements of the Commission in connection with the qualification of the 2028 Notes Indenture or the 2034 Notes Indenture under the TIA; or

•to make any change in any series of debt securities that does not adversely affect in any material respect the interests of the holders of such debt securities.

We and the trustee may, with the consent of the holders of at least a majority in aggregate principal amount of the outstanding securities of a series, modify the 2028 Notes Indenture or the 2034 Notes Indenture or the rights of the holders of the debt securities of such series.

No such modification may, without the consent of each holder of an affected debt security:

•change the scheduled maturity date or the stated payment date of any payment of premium or interest payable on any debt security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon;

•change the method of computing the amount of principal of any debt security or any interest payable thereon on any date, or change any place of payment where, or the coin or currency in which, any debt security or any payment of premium or interest thereon is payable;

•impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the redemption date or the repayment date, as the case may be;

•change or waive the redemption or repayment provisions of any series;

•reduce the percentage in principal amount of the outstanding securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences, provided for in the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable;

•modify any of the provisions of Section 9.02 or Section 5.13 of the 2028 Notes Indenture or Section 9.02 or Section 5.13 of the 2034 Notes Indenture, as applicable, except to increase any such percentage or to provide that certain other provisions of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, cannot be modified or waived without the consent of the holder of each outstanding security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in Section 9.02 of the 2028 Notes Indenture Section 9.02 of the 2034 Notes Indenture, as applicable, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h) of the 2028 Notes Indenture or Sections 6.11 and 9.01(h) of the 2028 Notes Indenture, as applicable;

•adversely affect the ranking or priority of any series;

•release any guarantor or co-obligor from any of its obligations under its guarantee of the debt securities or the 2028 Notes Indenture or the 2034 Notes Indenture, except in compliance with the terms of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable; or

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•waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) of the 2028 Notes Indenture or pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) of the 2034 Notes Indenture, as applicable, with respect to such debt security.

Concerning the Trustee under the Indenture

We have and may continue to have banking and other business relationships with The Bank of New York Mellon, or any subsequent trustee, in the ordinary course of business.

Jefferies Financial Group Inc.

    Equity Compensation Plan

Restricted Stock Units Agreement – Three-Year Cliff Vest

[Grant Date]

This Agreement ("Agreement") sets forth the terms of the grant of Restricted Stock Units on [________] (the "Grant Date") from Jefferies Financial Group Inc., ("Jefferies" or, when referring to Jefferies and its affiliates, the "Company") to [_________] ("Employee").

1.    Grant of RSUs. The Compensation Committee of the Board of Directors of Jefferies (the "Committee") has approved the following grant of Restricted Stock Units ("RSUs") to Employee under Jefferies’ Equity Compensation Plan, amended and restated on March 28, 2024 (the "Plan"):

Grant Date:                [________]

Grant Type:    Time-Vesting RSUs - Granted Based on FY 20__ Performance

Number of RSUs Granted:        [____________]

2.    Incorporation of Plan by Reference. The Plan and information regarding the Plan, including documents that constitute the "Prospectus" for the Plan under the Securities Act of 1933, can be viewed and printed from the Company’s secure intranet website. The terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Agreement. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Employee hereby acknowledges that the Plan and information regarding the Plan have been made readily available to Employee. Employee agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), the rules and regulations adopted from time to time thereunder and by all decisions and determinations of the Committee and the Company.

        

3.    Vesting, Forfeiture and Settlement Provisions. The following provisions will govern vesting, forfeiture, Settlement and related provisions of the RSUs. Certain capitalized terms used in this Section 3 are defined below in Subsection 3(e).

(a)    Continuous Service.     If no Termination of Employment occurs prior to the Service Vesting Date, then 100% of the RSUs will vest on the Service Vesting Date and, if not subsequently forfeited, will be Settled on the Settlement Date.

(b)    Death or Disability. 100% of the RSUs (if not previously vested) will immediately vest upon Termination of Employment by reason of Employee’s death or upon the occurrence of Employee's Disability, and 100% of the vested RSUs will be Settled within 30

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days after the Company’s receipt of notification of Employee’s death (but in any case not later than six months after Employee’s death) or the occurrence of Employee’s Disability.

(c)    Termination by the Company not for Cause Not in Connection with a Change in Control. Upon an involuntary Termination of Employee's Employment by the Company not for Cause not upon or within 24 months after a Change in Control, 100% of the RSUs will vest (if not previously vested), provided that Employee executes a separation agreement and release in such form as may be reasonably requested by the Company and returns the executed separation agreement and release to the Company within 21 days of Employee’s receipt (or such longer period as may be required by law) and any additional period during which Employee may revoke as required by law has expired without Employee exercising the right to revoke the separation agreement and release; all vested RSUs will then be Settled at the date such separation agreement and release has become legally binding and non-revocable, provided that, if circumstances would enable Employee to control the tax year of Settlement based on the timing of his return of the separation agreement and release, the applicable provisions of the Jefferies’ “Compliance Rules Under Code Section 409A” will govern, and provided further that the Settlement Date will be subject to Section 7(b) (if applicable). The Company will provide to Employee the form of the separation agreement and release required hereunder not later than five business days after Employee’s Termination. If Employee does not return to the Company an executed separation agreement and release within the applicable time period as required under this Subsection 3(c) (or signs and then timely revokes his agreement to the separation agreement and release), all of the unvested RSUs will be forfeited.

(d)    Qualifying Termination in Connection With a Change in Control. If, upon a Change in Control or within 24 months thereafter, there occurs an involuntary Termination of Employment by the Company not for Cause or a Termination of Employment by Employee for Good Reason, 100% of the RSUs will vest (if not previously vested) and 100% of the then outstanding RSUs will be Settled on the date of Termination (or, if that is not practicable, within five business days after Termination), subject to Section 7(b) (if applicable).

(e)    Termination by Employee for Other Reasons or Termination by the Company for Cause. Upon Termination of Employment by Employee for any reason other than a Termination governed by Section 3(b) or 3(d), or upon Termination of Employment by the Company for Cause, the number of RSUs not vested at the date of Termination will be forfeited, and the number of RSUs vested prior to the date of Termination will be Settled on the date of Termination (or, if that is not practicable, within five business days after Termination), subject to Section 7(b) (if applicable).

(f)    Certain Definitions. The following definitions apply for purposes of this Agreement:

(i)    "Cause" shall have the meaning under the Company’s Employee Handbook as in effect at the date of Employee's Termination of Employment.

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(ii)    “Change in Control” means the occurrence of any of the following events after the Grant Date:

(A)    Any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than Jefferies, any trustee or other fiduciary holding securities under an employee benefit plan of Jefferies, or any company owned, directly or indirectly, by the shareholders of Jefferies in substantially the same proportions as their ownership of stock of Jefferies), acquires voting securities of Jefferies and immediately thereafter is a “50% Beneficial Owner.” For purposes of this provision, a “50% Beneficial Owner” shall mean a person who is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Jefferies representing 50% or more of the combined voting power of Jefferies' then-outstanding voting securities;

(B)    During any period of two consecutive years commencing on or after the Grant Date, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board or nomination for election by Jefferies’ shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute at least a majority thereof;

(C)    Jefferies has consummated a merger, consolidation, recapitalization, or reorganization of Jefferies, or a reverse stock split of any class of voting securities of Jefferies, other than any such transaction which would result in at least 50% of the combined voting power of the voting securities of Jefferies or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of Jefferies outstanding immediately prior to such transaction, with the relative voting power of each such continuing holder compared to the voting power of each other continuing holder not substantially altered as a result of the transaction; provided that, for purposes of this subsection, such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 50% threshold (or to substantially preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of Jefferies or of such surviving entity or a subsidiary thereof; or

(D)    The shareholders of Jefferies have approved a plan of complete liquidation of Jefferies or an agreement for the sale or disposition by Jefferies of all or substantially all (that being not less than 60%) of Jefferies' assets (or any

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transaction having a similar effect), and Jefferies has taken a substantial step to implement such liquidation or sale or disposition of assets.

    (iii)    "Disability" shall have the meaning under the Company's long-term disability policy as in effect at the date of Employee's Termination of Employment, provided that such definition in any event shall conform to the requirements of Treasury Regulation Section 1.409A-3(i)(4).

(iv)    “Good Reason” means the occurrence of any of the following events without Employee’s written consent: (A) a material diminution in Employee’s authority, offices, titles, duties or responsibilities at the Company, (B) a failure by the Company to pay compensation consistent with past practices that is due and owing to Employee or provide benefits, including perquisites, at levels provided in the year immediately preceding the Change in Control (other than minor and insubstantial changes to compensation and benefits), or (C), relocation of Employee’s principal office to a location outside of New York City or the counties of Westchester, Nassau or Suffolk (NY); provided, however, that in all cases (1) Employee must give notice of the existence of the Good Reason condition within 30 days of its initial existence by providing written notice to the General Counsel of Jefferies, (2) Jefferies shall have 30 days during which it may remedy or “cure” the circumstances giving rise to Good Reason and no Good Reason shall exist if Jefferies has remedied or cured the Good Reason during such time period, and (3) Employee must terminate his employment for Good Reason within six months of the initial existence of the Good Reason.

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(v)    "Service Vesting Date" means the third anniversary of the Grant Date.

(vi)    "Settle" or "Settlement" means the delivery of one share of the Company’s common shares for each RSU being settled.

(vii)    "Settlement Date" means the Service Vesting Date, provided that Settlement may occur at an earlier date in accordance with Section 3(b) (death or Disability), 3(c) (upon a Termination not for Cause not in connection with a Change in Control) or 3(d) (upon a qualifying Termination at or following a Change in Control).

(viii)    "Termination" or "Termination of Employment" means Employee’s “Separation from Service” as defined in Treasury Regulation Section 1.409A-1(h).

(ix)    "Vest" or "Vested" means the RSUs are no longer subject to risk of forfeiture based on the employment status of Employee.

5.    Dividends, Splits and Adjustments.

(a)    Dividends. Dividends shall be credited and adjustments shall be made to the RSUs as follows:

(i)    Cash Dividends. If the Company declares and pays a dividend (including any distribution) on its common shares in the form of cash, then a number of additional RSUs shall be credited to Employee's Account to give effect to such dividend as if it were reinvested into additional RSUs with such adjustment made on the payment date for such dividend. The credit shall equal (A) the cash amount of the dividend paid on each outstanding common share multiplied by the number of RSUs then credited to Employee’s Account (whether or not then vested, and including RSUs previously credited under this Section 5(a)) divided by (B) the Fair Market Value of a common share on the dividend payment date.

(ii)    Non-Common Share Property Dividends. If the Company declares and pays a dividend (including any distribution) on common shares in the form of property other than common shares, then, subject to Section 5(b), a number of additional RSUs shall be credited to Employee's Account to give effect to such dividend as if it were reinvested into additional RSUs with such adjustment made on the payment date for such dividend (unless the RSUs are adjusted by the Committee in an alternative manner under Section 5(b)). The credit shall equal (A) the Fair Market Value of the property paid on each outstanding common share multiplied by the number of RSUs then credited to Employee’s Account (whether or not then vested, and including RSUs previously credited under this Section 5(a)) divided by (ii) the Fair Market Value of a common share on the payment date (such Fair Market Value to be determined on an "ex distribution" basis).

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(iii)    Common Share Dividends and Splits. If the Company declares and pays a dividend (including any distribution) on common shares in the form of additional common shares, or there occurs a split of common shares, then the number of RSUs shall be increased on the payment date for such dividend or split to give effect to such dividend or split (or decreased in the event of a reverse split).

(b)    Adjustments. The number of RSUs subject to this Agreement and related terms of the RSUs shall be appropriately adjusted by the Committee in order to prevent dilution or enlargement of Employee's rights with respect to RSUs resulting from any event referred to in Section 5.2 of the Plan. Adjustments under this Section 5(b) will take into account any crediting of RSUs under Section 5(a) relating to the event triggering the adjustment, provided that the Committee may determine to make an adjustment under Section 5(b) in lieu of crediting additional RSUs under Section 5(a)(ii).

(c)    Risk of Forfeiture and Settlement of RSUs Resulting from Dividends, Splits and Adjustments. RSUs that directly or indirectly result from dividends, splits and adjustments shall be subject to the same risk of forfeiture, Settlement terms and other terms as apply to the underlying RSUs.

(d)    Changes to Manner of Crediting Dividends, Splits and Adjustment. The provisions of this Section 5 notwithstanding, the Company or the Committee may vary the manner and timing of crediting dividend equivalents, splits and adjustments for reasonable administrative convenience.

6.    Other Conditions. As a condition to any non-forfeiture of the RSUs at or after Termination of Employment and to any Settlement of the RSUs, Jefferies or the Committee may require Employee (a) to make any representation or warranty to the Company as may be reasonably requested by the Company or the Committee or required under any applicable law or regulation, and (b) to take any action the Company or the Committee reasonably deems necessary in order to comply with federal and state laws, or the rules and regulations of the NYSE, the Financial Industry Regulatory Authority, any other stock exchange or self-regulatory organization or any other obligation of the Company or Employee relating to the RSUs or this Agreement. Whenever this Agreement or the Plan authorizes the Company to take or not take any action, Employee and all persons with a possible conflict of interest or interest similar to Employee shall not participate in any manner in the decision to take or not take such action.

7.    Other Terms Relating to RSUs.

(a)Non-transferability. Until RSUs are Settled in accordance with the terms of this Agreement, Employee may not sell, transfer, assign, pledge, margin or otherwise encumber or dispose of RSUs or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 9.2 of the Plan.

(b)    Deferral of Settlement; Compliance with Code Section 409A. At grant, it is intended that the RSUs will constitute a “short-term deferral” under Code Section 409A, and

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conversely will not constitute a deferral of compensation for purposes of Code Section 409A. Settlement of any RSU, which otherwise would occur at the Settlement Date or in connection with a Termination of Employment, will be deferred in certain cases if Employee makes a valid deferral election relating to the RSUs. If and to the extent that any portion of the RSUs constitutes a deferral of compensation under Code Section 409A, such RSUs and the provisions of this Agreement are subject to Jefferies’ “Compliance Rules Under Code Section 409A.” Deferrals, whether elective or mandatory under the terms of this Agreement, will comply with requirements under Code Section 409A. Deferrals will be subject to such other restrictions and terms as may be specified by the Company prior to deferral. It is understood that Code Section 409A and regulations thereunder require any elective deferral to comply with Section 409A(a)(4)(C). Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations as presently in effect or hereafter implemented, with respect to RSUs other than those that are excluded from being deemed deferrals of compensation under 409A, (i) a distribution in Settlement of RSUs to Employee triggered by a Termination of Employment will occur only if the Termination constitutes a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i), (ii) if, at the time of such separation from service, Employee is a "specified employee" under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such distribution in Settlement of RSUs will occur at the date six months and one day after Termination of Employment; and (iii) any rights of Employee or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Employee will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Employee will not be subject to any penalty under Code Section 409A. Other provisions of this Agreement notwithstanding, if a separation from service occurs within less than six months before the fixed date specified as the Settlement Date (or elected as a deferred Settlement date) and the six-month delay rule would apply to a Settlement triggered by such separation from service, the settlement will not be made based on the separation from service, but instead the Settlement shall be made based on the fixed date specified as the Settlement Date (or deferred Settlement date). If any portion of the RSUs constitutes a deferral of compensation under Code Section 409A (for example, if a deferral is validly elected by Employee), that portion of the RSUs will be deemed a separate payment from the portion of RSUs that is not a deferral of compensation under Section 409A.

(c)    Tax Withholding. Employee understands and acknowledges that certain amounts must be withheld to satisfy federal, state, local or foreign tax obligations associated with the lapse of the risk of forfeiture and/or Settlement of the RSUs ("Withholdings"). Employee shall make arrangements satisfactory to the Company, in advance of any event triggering a Withholding obligation on the part of the Company, to provide for payment of all applicable Withholdings. Employee expressly authorizes the Company to withhold the applicable amount of Withholdings from any payment to Employee or other source of Employee’s funds or securities, including any payment relating to an Award or any payroll or other source of Employee’s funds or securities, and/or withhold shares deliverable in Settlement of the RSUs having a Fair Market Value equal to the amount of such tax liability required to be withheld as Withholdings in connection with the event triggering Withholding. This may include a withholding upon the vesting of the RSUs if and to the extent permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi). Unless Employee has made alternative arrangements

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satisfactory to the Company to satisfy mandatory Withholding requirements or unless otherwise determined by the Company, the Company will withhold shares to satisfy any Withholding obligation. Upon the Withholding of shares, the value of shares withheld shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities, unless withholding of shares with a greater value is permitted without triggering additional expense recognition under applicable accounting rules. This provision does not obligate the Company to withhold shares to satisfy Withholding obligations. The Company may specify a reasonable deadline (for example, the end of the latest window period during which Employee is permitted to trade under any then applicable insider trading policy of the Company prior to an event causing a tax liability) by which Employee must make alternative arrangements for the payment of Withholdings.

(d)     Clawback Policy. Notwithstanding anything to the contrary in this Agreement, all RSUs and common shares issued in Settlement of RSUs shall be subject to Section 7.7 of the Plan and otherwise shall be subject to any applicable clawback policy of the Company and to any similar policy adopted by the Company, the Committee, the Board of Directors of Jefferies or any committee of the Board of Directors of Jefferies from time to time (including, but not limited to, any policy adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law), regardless of whether any such policy is adopted before or after the date of this Agreement or before or after the date RSUs become vested or are Settled.

(e)    Unfunded Plan. Any provision for distribution in Settlement of Employee's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee or any Beneficiary any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to any entitlement of Employee or any Beneficiary to any distribution hereunder, Employee or such Beneficiary shall be a general creditor of the Company.

8.    Miscellaneous.

This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement and the Plan, and any deferral election separately filed with the Company relating to this Award, constitute the entire agreement between the parties with respect to the RSUs, and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this Agreement that may impose any additional obligation upon the Company shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of Jefferies or an affiliate. Neither the RSUs nor the granting thereof shall constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer, director or employee of the Company for any period of time, or at any particular rate of compensation. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.

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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

Employee hereby acknowledges that the type and periods of restriction imposed in the provisions of this Agreement are fair and reasonable. Employee hereby further acknowledges that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, Employee agrees that if any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.    Grantee’s Acceptance. Employee hereby accepts the RSUs described in this Agreement and agrees to be bound by the terms and provisions set forth in the Plan and this Agreement. Employee hereby further agrees that all the decisions and determinations of the Committee and the Company shall be final and binding.

Accepted and agreed.

Employee                    Jefferies Financial Group Inc.

______________________________    By: ___________________________

[_____________]    [________]

Please contact Stock Administration at stock_administration@jefferies.com with any questions.

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Jefferies Financial Group Inc.

    Equity Compensation Plan

Restricted Stock Units Agreement – Three-Year Performance-Based RSUs

[Grant Date]

This Agreement ("Agreement") sets forth the terms of the grant of Restricted Stock Units on [________] (the "Grant Date") from Jefferies Financial Group Inc. ("Jefferies" or, when referring to Jefferies and its affiliates, the "Company") to [_________] ("Employee").

1.    Grant of RSUs. The Compensation Committee of the Board of Directors of Jefferies (the "Committee") has approved the following grant of Restricted Stock Units ("RSUs") to Employee under Jefferies’ Equity Compensation Plan, as amended and restated on March 28, 2024 (the "Plan"):

Grant Date:                [________]

Grant Type:    Performance-Based RSUs - Granted Based on FY 20__ Performance

Number of RSUs Granted:    [______] RSUs at Target; [_____] RSUs at Maximum

2.    Incorporation of Plan by Reference. The Plan and information regarding the Plan, including documents that constitute the "Prospectus" for the Plan under the Securities Act of 1933, can be viewed and printed from the Company’s secure intranet website. The terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Agreement. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Employee hereby acknowledges that the Plan and information regarding the Plan have been made readily available to Employee. Employee agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), the rules and regulations adopted from time to time thereunder and by all decisions and determinations of the Committee and the Company.

        

3.    Performance Goal and Earning of RSUs.

(a)    Three-Year Return on Tangible Equity. The number of RSUs earned by performance hereunder will be based on the level of achievement of the performance goal, return on tangible equity (“ROTE”), during the three-fiscal-year period ending November 30, 20__ (“Performance Period”).

Such Three-Year ROTE is expressed as the following formula:

[(Adjusted Tangible Book Value at 11/30/20__ + Aggregate Adjusted Net Income for fiscal 20__, 20__ and 20__) / Adjusted Tangible Book Value at 11/30/20__)^1/3] – 1

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“Three-Year ROTE" means the compound annual return on tangible equity during the three-fiscal-year period ended November 30, 20__, which is the percentage that equals:

(A)     adjusted tangible book value at November 30, 20__ (calculated as shareholders’ equity minus goodwill, intangible assets and deferred tax assets and minus the weighted average of dividends and share repurchases made during the Performance Period, provided that the reacquisition of Common Shares exchanged by Sumitomo Mitsui Banking Corporation ("SMBC") for Series B Preferred Stock shall not be deemed to be "shares repurchased"), plus net income attributable to Jefferies common shareholders during fiscal years 20__, 20__ and 20__ plus that portion of "Allocation of earnings to participating securities" attributable to the Series B Preferred Stock held by SMBC and its successors and assigns or any non-voting Common Shares issued upon conversion of such Preferred Stock (if not otherwise attributed to common shareholders), excluding intangible amortization and goodwill and intangible impairments (in all cases, net of any tax impact) during each of fiscal years 20__, 20__ and 20__; divided by

(B)     adjusted tangible book value at November 30, 20__ (calculated in the same manner as in (A) above);

(C)     with the quotient raised to the power of 1/3rd, and then subtracting one.

(b)    Earned RSUs Resulting from Performance. Employee is eligible to earn the number of RSUs shown below in the far-right column set opposite the applicable ROTE performance result during the Performance Period:

Metric			Three-Year ROTE			Number of RSUs Resulting from Three-Year ROTE Performance
Three-Year ROTE			Less than 7.5%			0
			7.5%			[_____]
			10%			[_____]
			15% or Greater			[_____]
			Between 7.5%-10% or between 10%-15%			Between [_____] and [_____] and between [_____] and [_____], by straight-line interpolation

The Compensation Committee will certify (i) the number of RSUs resulting from the Company’s Three-Year ROTE (such number, the "Earned RSUs"). The number of RSUs that

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were potentially earnable hereunder but which exceed the number of Earned RSUs will be immediately forfeited.

(c)    Projected Level of Performance. In the case of certain Terminations of Employment under Section 4, the number of RSUs earned by performance will be calculated as provided in Section 3(a) and (b) but based on the level of ROTE determined by assuming that the rate of earning of net income under clause (A) of Section 3(a) through the end of the month in which Termination occurred would continue for the remainder of the Performance Period and, for purposes of clauses (A) and (B) of Section 3(a), using the weighted average of dividends and share repurchases through the end of the month in which Termination occurred, weighted based on the full three-year Performance Period (the “Projected Level”).

4.    Vesting, Forfeiture and Settlement Provisions. The following provisions will govern vesting, forfeiture, Settlement and related provisions of the Earned RSUs. Certain capitalized terms used in this Section 4 are defined below in Subsection 4(e).

(a)    Continuous Service.     If no Termination of Employment occurs prior to the Service Vesting Date, then 100% of the Earned RSUs will vest on the Service Vesting Date and, if not subsequently forfeited, will be Settled on the Settlement Date.

(b)    Death or Disability. The RSUs (if not previously earned) will be deemed Earned RSUs at the Projected Level and (if not previously vested) will immediately vest upon Termination of Employment by reason of Employee’s death or upon the occurrence of Employee's Disability, and 100% of such vested RSUs will be Settled within 30 days after the Company’s receipt of notification of Employee’s death (but in any case not later than six months after Employee’s death) or the occurrence of Employee’s Disability.

(c)    Termination by the Company not for Cause Not in Connection with a Change in Control. Upon an involuntary Termination of Employee's Employment by the Company not for Cause not upon or within 24 months after a Change in Control, the Earned RSUs (or deemed Earned RSUs at the Projected Level if Termination occurs before the end of the Performance Period) will vest in full (if not previously vested), provided that Employee executes a separation agreement and release in such form as may be reasonably requested by the Company and returns the executed separation agreement and release to the Company within 21 days of Employee’s receipt (or such longer period as may be required by law) and any additional period during which Employee may revoke as required by law has expired without Employee exercising the right to revoke the separation agreement and release; all such vested RSUs will then be Settled at the date such separation agreement and release has become legally binding and non-revocable, provided that, if circumstances would enable Employee to control the tax year of Settlement based on the timing of his return of the separation agreement and release, the applicable provisions of the Jefferies’ “Compliance Rules Under Code Section 409A” will govern, and provided further that the Settlement Date will be subject to Section 7(b) (if applicable). The Company will provide to Employee the form of the separation agreement and release required hereunder not later than five business days after Employee’s Termination. If Employee does not return to the Company an executed separation agreement and release within the applicable time period as required under this Subsection 4(c)(i) (or signs and then timely revokes his agreement

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to the separation agreement and release), all of the unvested RSUs will be forfeited. RSUs that are not earned and vested upon application of the Projected Level formula, if applicable, will be forfeited.

(d)    Qualifying Termination in Connection With a Change in Control. If, upon a Change in Control or within 24 months thereafter, there occurs an involuntary Termination of Employment by the Company not for Cause or a Termination of Employment by Employee for Good Reason, 100% of the Earned RSUs (or deemed Earned RSUs at the Projected Level if Termination occurs before the end of the Performance Period) will vest and 100% of the then outstanding vested RSUs will be Settled on the date of Termination (or, if that is not practicable, within five business days after Termination), subject to Section 7(b) (if applicable).

(e)    Termination by Employee for Other Reasons or Termination by the Company for Cause. Upon Termination of Employment by Employee for any reason other than a Termination governed by Section 4(b) or 4(d), or upon Termination of Employment by the Company for Cause, the number of RSUs not earned or not vested at the date of Termination will be forfeited, and the number of Earned RSUs vested prior to the date of Termination will be Settled on the date of Termination (or, if that is not practicable, within five business days after Termination), subject to Section 7(b) (if applicable).

(f)    Certain Definitions. The following definitions apply for purposes of this Agreement:

(i)    "Cause" shall have the meaning under the Company’s Employee Handbook as in effect at the date of Employee's Termination of Employment.

(ii)    “Change in Control” means the occurrence of any of the following events after the Grant Date:

(A)    Any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than Jefferies, any trustee or other fiduciary holding securities under an employee benefit plan of Jefferies, or any company owned, directly or indirectly, by the shareholders of Jefferies in substantially the same proportions as their ownership of stock of Jefferies), acquires voting securities of Jefferies and immediately thereafter is a “50% Beneficial Owner.” For purposes of this provision, a “50% Beneficial Owner” shall mean a person who is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Jefferies representing 50% or more of the combined voting power of Jefferies' then-outstanding voting securities;

(B)    During any period of two consecutive years commencing on or after the Grant Date, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board or nomination for election by Jefferies’ shareholders was approved by a vote of at least

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two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute at least a majority thereof;

(C)    Jefferies has consummated a merger, consolidation, recapitalization, or reorganization of Jefferies, or a reverse stock split of any class of voting securities of Jefferies, other than any such transaction which would result in at least 50% of the combined voting power of the voting securities of Jefferies or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of Jefferies outstanding immediately prior to such transaction, with the relative voting power of each such continuing holder compared to the voting power of each other continuing holder not substantially altered as a result of the transaction; provided that, for purposes of this subsection, such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 50% threshold (or to substantially preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of Jefferies or of such surviving entity or a subsidiary thereof; or

(D)    The shareholders of Jefferies have approved a plan of complete liquidation of Jefferies or an agreement for the sale or disposition by Jefferies of all or substantially all (that being not less than 60%) of Jefferies' assets (or any transaction having a similar effect), and Jefferies has taken a substantial step to implement such liquidation or sale or disposition of assets.

    (iii)    "Disability" shall have the meaning under the Company's long-term disability policy as in effect at the date of Employee's Termination of Employment, provided that such definition in any event shall conform to the requirements of Treasury Regulation Section 1.409A-3(i)(4).

    (iv)    “Good Reason” means the occurrence of any of the following events without Employee’s written consent: (A) a material diminution in Employee’s authority, offices, titles, duties or responsibilities at the Company, (B) a failure by the Company to pay compensation consistent with past practices that is due and owing to Employee or provide benefits, including perquisites, at levels provided in the year immediately preceding the Change in Control (other than minor and insubstantial changes to compensation and benefits), or (C), relocation of Employee’s principal office to a location outside of New York City or the counties of Westchester, Nassau or Suffolk (NY); provided, however, that in all cases (1) Employee must give notice of the existence of the Good Reason condition within 30 days of its initial existence by providing written notice to the General Counsel of Jefferies, (2) Jefferies shall have 30 days during which it may remedy or “cure” the circumstances giving rise to Good Reason and no Good

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Reason shall exist if Jefferies has remedied or cured the Good Reason during such time period, and (3) Employee must terminate his employment for Good Reason within six months of the initial existence of the Good Reason.

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    (v)    "Service Vesting Date" means the third anniversary of the Grant Date.

(vi)    "Settle" or "Settlement" means the delivery of one share of the Company’s common shares for each RSU being settled.

(vii)    "Settlement Date" means the Service Vesting Date, provided that Settlement may occur at an earlier date in accordance with Section 4(b) (death or Disability), 4(c) (upon a Termination not for Cause not in connection with a Change in Control) or 4(d) (upon a qualifying Termination at or following a Change in Control)).

(viii)    "Termination" or "Termination of Employment" means Employee’s “Separation from Service” as defined in Treasury Regulation Section 1.409A-1(h).

(ix)    "Vest" or "Vested" means the RSUs are no longer subject to risk of forfeiture based on the employment status of Employee.

5.    Dividends, Splits and Adjustments.

(a)    Dividends. Dividends shall be credited and adjustments shall be made to the RSUs as follows:

(i)    Cash Dividends. If the Company declares and pays a dividend (including any distribution) on shares of its common shares in the form of cash, then a number of additional RSUs shall be credited to Employee's Account to give effect to such dividend as if it were reinvested into additional RSUs with such adjustment made on the payment date for such dividend. The credit shall equal (A) the cash amount of the dividend paid on each outstanding share of common shares multiplied by the number of RSUs then credited to Employee’s Account whether or not then earned or vested (and thus including RSUs potentially earnable for above-target performance) but, at Settlement, treating such credited RSUs as earned and vested only to the extent the underlying RSU is an Earned RSU that has become vested, and including RSUs previously credited indirectly on such Earned/vested underlying RSU under this Section 5(a) divided by (B) the Fair Market Value of a common share on the dividend payment date.

(ii)    Non-Common Share Property Dividends. If the Company declares and pays a dividend (including any distribution) on common shares in the form of property other than common shares, then, subject to Section 5(b), a number of additional RSUs shall be credited to Employee's Account to give effect to such dividend as if it were reinvested into additional RSUs with such adjustment made on the payment date for such dividend (unless the RSUs are adjusted by the Committee in an alternative manner under Section 5(b)). The credit shall equal (A) the Fair Market Value of the property paid on each outstanding common share multiplied by the number of RSUs then credited to Employee’s Account (whether or not then earned or vested but, at Settlement, treating such credited RSUs as earned or

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vested only to the extent the underlying RSU is an Earned RSU and/or is vested, and including RSUs previously credited indirectly on such Earned/vested underlying RSU under this Section 5(a)) divided by (ii) the Fair Market Value of a common share on the payment date (such Fair Market Value to be determined on an "ex distribution" basis).

(iii)    Common Share Dividends and Splits. If the Company declares and pays a dividend (including any distribution) on common shares in the form of additional common shares, or there occurs a split of common shares, then the number of RSUs shall be increased on the payment date for such dividend or split to give effect to such dividend or split (or decreased in the event of a reverse split), whether or not then earned or vested but, at Settlement, treating such credited RSUs as earned or vested only to the extent the underlying RSU is an Earned RSU and/or is vested, and including RSUs previously credited indirectly on such Earned/vested underlying RSU under this Section 5(a).

(b)    Adjustments. The number of RSUs subject to this Agreement and the performance goal and related terms in Section 3 shall be appropriately adjusted by the Committee in order to prevent dilution or enlargement of Employee's rights or the incentive opportunity with respect to RSUs resulting from any event referred to in Section 5.2 of the Plan or a change in the Company's capital structure, a change in accounting standards, conventions, or terms used in Company financial statements or a change in applicable tax or other laws affecting the performance goal. Adjustments under this Section 5(b) will take into account any crediting of RSUs under Section 5(a) relating to the event triggering the adjustment, provided that the Committee may determine to make an adjustment under Section 5(b) in lieu of crediting additional RSUs under Section 5(a)(ii).

(c)    Risk of Forfeiture and Settlement of RSUs Resulting from Dividends, Splits and Adjustments. RSUs that directly or indirectly result from dividends, splits and adjustments shall be subject to the same risk of forfeiture, settlement terms and other terms as apply to the underlying RSUs.

(d)    Changes to Manner of Crediting Dividends, Splits and Adjustment. The pro-visions of this Section 5 notwithstanding, the Company or the Committee may vary the manner and timing of crediting dividend equivalents, splits and adjustments for reasonable administrative convenience.

6.    Other Conditions. As a condition to any non-forfeiture of the RSUs at or after Termination of Employment and to any Settlement of the RSUs, Jefferies or the Committee may require Employee (a) to make any representation or warranty to the Company as may be reasonably requested by the Company or the Committee or required under any applicable law or regulation, and (b) to take any action the Company or the Committee reasonably deems necessary in order to comply with federal and state laws, or the rules and regulations of the NYSE, the Financial Industry Regulatory Authority, any other stock exchange or self-regulatory organization or any other obligation of the Company or Employee relating to the RSUs or this Agreement. Whenever this Agreement or the Plan authorizes the Company to take or not take

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any action, Employee and all persons with a possible conflict of interest or interest similar to Employee shall not participate in any manner in the decision to take or not take such action.

7.    Other Terms Relating to RSUs.

(a)Non-transferability. Until RSUs are Settled in accordance with the terms of this Agreement, Employee may not sell, transfer, assign, pledge, margin or otherwise encumber or dispose of RSUs or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 9.2 of the Plan.

(b)    Deferral of Settlement; Compliance with Code Section 409A. At grant, it is intended that the RSUs will constitute a “short-term deferral” under Code Section 409A, and conversely will not constitute a deferral of compensation for purposes of Code Section 409A Settlement of any RSU, which otherwise would occur at the Settlement Date or in connection with a Termination of Employment, will be deferred in certain cases if Employee makes a valid deferral election relating to the RSUs. If and to the extent that any portion of the RSUs constitutes a deferral of compensation under Code Section 409A, such RSUs and the provisions of this Agreement are subject to Jefferies’ “Compliance Rules Under Code Section 409A.” Deferrals, whether elective or mandatory under the terms of this Agreement, will comply with requirements under Code Section 409A. Deferrals will be subject to such other restrictions and terms as may be specified by the Company prior to deferral. It is understood that Code Section 409A and regulations thereunder require any elective deferral to comply with Section 409A(a)(4)(C). Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations as presently in effect or hereafter implemented, with respect to RSUs other than those that are excluded from being deemed deferrals of compensation under 409A, (i) a distribution in Settlement of RSUs to Employee triggered by a Termination of Employment will occur only if the Termination constitutes a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i), (ii) if, at the time of such separation from service, Employee is a "specified employee" under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such distribution in Settlement of RSUs will occur at the date six months and one day after Termination of Employment; and (iii) any rights of Employee or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Employee will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Employee will not be subject to any penalty under Code Section 409A. Other provisions of this Agreement notwithstanding, if a separation from service occurs within less than six months before the fixed date specified as the Settlement Date (or elected as a deferred Settlement date) and the six-month delay rule would apply to a Settlement triggered by such separation from service, the Settlement will not be made based on the separation from service, but instead the Settlement shall be made based on the fixed date specified as the Settlement Date (or deferred Settlement date). If any portion of the RSUs constitutes a deferral of compensation under Code Section 409A (for example, if a deferral is validly elected by Employee), that portion of RSUs will be deemed a separate payment from the portion of RSUs that is not a deferral of compensation under Section 409A.

9

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(c)    Tax Withholding. Employee understands and acknowledges that certain amounts must be withheld to satisfy federal, state, local or foreign tax obligations associated with the lapse of the risk of forfeiture and/or Settlement of the RSUs ("Withholdings"). Employee shall make arrangements satisfactory to the Company, in advance of any event triggering a Withholding obligation on the part of the Company, to provide for payment of all applicable Withholdings. Employee expressly authorizes the Company to withhold the applicable amount of Withholdings from any payment to Employee or other source of Employee’s funds or securities, including any payment relating to an Award or any payroll or other source of Employee’s funds or securities, and/or withhold shares deliverable in Settlement of the RSUs having a Fair Market Value equal to the amount of such tax liability required to be withheld as Withholdings in connection with the event triggering Withholding. This may include a withholding upon the vesting of the RSUs if and to the extent permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi). Unless Employee has made alternative arrangements satisfactory to the Company to satisfy mandatory Withholding requirements or unless otherwise determined by the Company, the Company will withhold shares to satisfy any Withholding obligation. Upon the Withholding of shares, the value of shares withheld shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities, unless withholding of shares with a greater value is permitted without triggering additional expense recognition under applicable accounting rules. This provision does not obligate the Company to withhold shares to satisfy Withholding obligations. The Company may specify a reasonable deadline (for example, the end of the latest window period during which Employee is permitted to trade under any then applicable insider trading policy of the Company prior to an event causing a tax liability) by which Employee must make alternative arrangements for the payment of Withholdings.

(d)     Clawback Policy. Notwithstanding anything to the contrary in this Agreement, all RSUs and common shares issued in Settlement of RSUs shall be subject to Section 7.7 of the Plan and otherwise shall be subject to any applicable clawback policy of the Company and to any similar policy adopted by the Company, the Committee, the Board of Directors of Jefferies or any committee of the Board of Directors of Jefferies from time to time (including, but not limited to, any policy adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law), regardless of whether any such policy is adopted before or after the date of this Agreement or before or after the date RSUs become vested or are Settled.

(e)    Unfunded Plan. Any provision for distribution in Settlement of Employee's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee or any Beneficiary any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to any entitlement of Employee or any Beneficiary to any distribution hereunder, Employee or such Beneficiary shall be a general creditor of the Company.

10

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8.    Miscellaneous. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement and the Plan, and any deferral election separately filed with the Company relating to this Award, constitute the entire agreement between the parties with respect to the RSUs, and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this Agreement that may impose any additional obligation upon the Company shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of Jefferies or an affiliate. Neither the RSUs nor the granting thereof shall constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer, director or employee of the Company for any period of time, or at any particular rate of compensation. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

Employee hereby acknowledges that the type and periods of restriction imposed in the provisions of this Agreement are fair and reasonable. Employee hereby further acknowledges that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, Employee agrees that if any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.    Grantee’s Acceptance. Employee hereby accepts the RSUs described in this Agreement and agrees to be bound by the terms and provisions set forth in the Plan and this Agreement. Employee hereby further agrees that all the decisions and determinations of the Committee and the Company shall be final and binding.

Accepted and agreed.

Employee                    Jefferies Financial Group Inc.

11

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______________________________    By: ___________________________

[___________]    [________]

Please contact Stock Administration at stock_administration@jefferies.com with any questions.

12

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Insider Trading and Anti-Tipping Policy

Introduction

During the course of our employment, we periodically become aware of confidential and highly sensitive

information concerning Jefferies Financial Group Inc. ("Jefferies") and other companies. Federal securities laws

impose severe civil and criminal penalties on persons who trade in securities while aware of material nonpublic

information, or who “tip” or provide material information to any other person (including family members) who may

trade on the basis of that information.

The laws apply not only to persons such as company directors and officers, but also to any employee or other

person who becomes aware of such information.

The terms “trade” or “transaction” in this policy includes purchases, sales, pledges, gifts and other direct or

indirect acquisitions or dispositions.

Jefferies Corporate Policy

It is the policy of Jefferies to comply with all applicable laws and regulations in conducting its business.

I. No insider trading. Our policy is that no director, officer or employee of Jefferies or any of its subsidiaries who

is aware of material nonpublic information ("MNPI") relating to any company may trade such company’s

securities or pass such information on to others. Specifically, this would include Jefferies, its subsidiaries,

companies in which Jefferies has an investment or significant relationship and its customers and clients. This

prohibition means:

■You must not trade in any Jefferies security (equity or debt) while you possess (are aware of) MNPI about

Jefferies.

■You must not trade in any other company security while you are in possession (are aware of) MNPI about

such company, or if in the course of working for Jefferies, you learn of information that is expected to affect

another company’s stock price, then you may not trade in such other company’s securities until the

information becomes public or is no longer material. Be aware that MNPI about a company in which Jefferies

has an investment or significant relationship may also constitute MNPI about Jefferies, thereby precluding

you from trading in Jefferies securities as well.

■You must not "tip" such information to anyone else.

■You must not trade in (or tip regarding) the securities of other companies if you become aware of MNPI

concerning them in the course of your employment or otherwise (including as MNPI, that Jefferies is

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considering making an investment in, has made an investment in, or is considering an acquisition of such

other public company).

■You must not trade any stocks or bonds or trade in derivative securities such as put and call options if you

are aware of MNPI.

Persons Subject to this Policy.

This policy applies to all directors, officers and other employees of Jefferies and its subsidiaries. This policy also

applies to your family members who reside with you, anyone else who lives in your household, any family

members who do not live in your household but whose transactions in Jefferies securities are directed by you or

are subject to your influence or control, such as parents or children who consult with you before they trade in

Jefferies securities (collectively referred to as “Family Members”).

You are responsible for the transactions of these other persons and therefore should make them aware of the

need to confer with you before they trade in any Jefferies securities. This policy also applies to any entities that

are under your or your Family Members’ influence or control, including corporations, partnerships or trusts.

Consequences of Non-Compliance

Individuals who violate the insider trading laws can be liable for a civil fine of up to three times the profit gained or

loss avoided and criminal penalties up to $5 million, including a jail term of up to 25 years, disgorgement of profits

and can be barred from serving as an officer or director of Jefferies or any other company filing reports with the

SEC. Companies and supervisory personnel who fail to prevent such illegal trading may face civil penalties of the

greater of $1 million or three times the profit gained, regulatory actions and criminal penalties.

In addition, failure to comply with this policy will result in disciplinary action that may include termination.

Material Nonpublic Information ("MNPI")

"Material" information refers to any information that a reasonable investor would consider important in making a

decision to buy, sell, hold, or vote securities, given the total mix of available information in the marketplace. In

simple terms, material information is any type of information that reasonably could be expected to affect the price

of a company’s securities or that would be likely to be considered important by investors who are considering

trading in that company’s securities. Certainly, if such information makes you want to buy or sell a company's

securities, it would probably have the same effect on others. "Nonpublic" information is simply information that has

not been disclosed to the general public. This sort of information only becomes public after it is released to the

public and the market has had time to absorb and adjust to the information. What constitutes "public disclosure"

will vary on a case-by-case basis.

MNPI may include (but is not limited to) information about: dividend increases or decreases; earnings or earnings

estimates; changes in previously released earnings or estimates; write downs of assets; additions to reserves for

bad debts; expansion or curtailment of operations; increases or declines in orders; new products or discoveries;

borrowing; litigation; liquidity problems; management developments; contests for corporate control; public

offerings of securities; changes of ratings of debt securities; proposed transactions such as refinancings; tender

offers, recapitalizations, leveraged buyouts, acquisitions, mergers, restructurings or purchases or sales of

assets; advance knowledge of unannounced government action that is likely to have an effect on the market;

knowledge of cyber security incidents; knowledge of unannounced events that will affect one or more companies

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in a significant way; knowledge of unannounced inventions; information about a company’s corporate strategy or

employees; information regarding prospective investments; and information pertaining to policies.

There can be no single definition of what constitutes MNPI. The evaluation will be made on a case-by- case basis

and is often only known in hindsight.

If you are uncertain if you possess MNPI, you should consult Jefferies Financial Group Inc.'s Corporate Secretary,

Laura Ulbrandt DiPierro (lulbrandt@jefferies.com or 212-460-1977) and advise her of any information in your

possession that you believe could be MNPI. The Corporate Secretary will discuss the matter with the General

Counsel before advising you as to whether you may engage in trading in the subject securities.

IF YOU ARE IN POSSESSION OF MNPI OR IF YOU HAVE RECEIVED NOTIFICATION FROM JEFFERIES

THAT YOU ARE IN POSSESSION OF MNPI, YOU CANNOT TRADE IN ANY SECURITIES OF JEFFERIES OR

ANY OTHER AFFECTED COMPANY, NOR CAN YOU DISCLOSE OR "TIP" THAT INFORMATION TO

PERSONS NOT YET POSSESSING THAT INFORMATION.

II.Transactions in Jefferies Securities

This policy applies to all transactions in Jefferies debt or equity securities, including but not limited to, the

following:

Sales of Jefferies Financial Group Inc. equity securities that were acquired by Jefferies Financial Group

Inc. employees through or distributed from the:

―Employee Stock Purchase Plan;

―Employee Stock Ownership Plan; and

―Deferred Compensation Plan.

Exchanges in/out of the Jefferies Financial Group Inc. Share Fund in the Jefferies Financial Group Inc.

Employee 401k / Profit Sharing Plan.

Open market or private purchases of Jefferies Financial Group Inc. securities.

Open market or private purchases of Jefferies Financial Group Inc. debt securities.

Gifts or charitable donations of Jefferies Financial Group Inc. securities and Jefferies Financial Group Inc.

debt securities.

Pledges of Jefferies Financial Group Inc. securities and Jefferies Financial

Group Inc. debt securities

As a director or employee of Jefferies or of one of its subsidiaries, you are subject to the following policy with

respect to transactions in Jefferies debt or equity securities:

Prohibition on Hedging

Directors and executive officers of Jefferies are prohibited from hedging Jefferies securities. This includes all

forms of hedging, including, directly or indirectly, engaging in short selling, option transactions and other derivative

transactions involving our and our subsidiaries’ securities. This prohibition does not apply to holding options and

similar securities issued by Jefferies as part of an employee or director compensation or benefit plan.

Blackout Periods – No Trading Permitted

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No employee or director of Jefferies or one of its subsidiaries (or their Family Members) may enter into any

transaction in Jefferies equity or debt securities during the preparation and announcement of earnings results,

such periods of time commonly known as "Blackout Periods," as described below. The term transaction in this

paragraph includes purchases, sales, pledges, gifts and other direct or indirect acquisitions or dispositions.

The Jefferies Blackout Periods will begin at the close of business on the 15th day of the months of February, May,

August and November (or, if the 15th day falls on a weekend or holiday, the close of business on the business day

immediately prior to the 15th) and will be lifted 24 hours after the release of Jefferies quarterly or annual earnings

for the most recent period end (whether by earnings press release or by filing a Form 10-Q or Form 10-K).

Jefferies may impose additional Blackout Periods as determined to be necessary or appropriate from time to time.

These additional Blackout Periods may be imposed without prior notice or explanation and will be communicated

by the General Counsel (or his or her designee).

In appropriate circumstance, including upon the showing of hardship, Jefferies General Counsel has the authority

to suspend the application of the Blackout Period(s) with respect to one or more transactions in securities of

Jefferies by any employee or director.

III.Pre-Clearance Requirement

You must pre-clear all transactions in Jefferies securities , whether equity or debt with the General Counsel (or his

or her designee).

Jefferies shall maintain the confidence of employee trading records that arise in the pre-clearance process and

Jefferies expects that each individual shall maintain the fact of pre-clearance trading restrictions in strictest

confidence.

EVEN IF YOU RECEIVE PRE-CLEARANCE TO TRADE, IF YOU HAVE MNPI, YOU MAY NOT TRADE IN

JEFFERIES SECURITIES

Transactions with Jefferies

Exercising stock options for cash or by delivery of Jefferies shares to Jefferies is not prohibited by this policy.

However, exercising stock options through a broker-sponsored "cashless exercise" transaction is effectively

selling securities to the public and is therefore covered by the restrictions set forth in this policy, including Blackout

Periods and Pre-Clearance Restrictions.

Delivering shares of Jefferies stock to Jefferies in satisfaction of tax obligations upon vesting (or for other reasons

approved by the General Counsel (or his or her designee) is not prohibited by this policy.

Six Month Hold Requirement. All open market transactions in Jefferies securities (which for this purpose does

not include broker-sponsored "cashless exercise" transactions) will subject to a six-month holding period.

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Pre-Clearance Procedure

This pre-clearance procedure is part of this policy and is not to be interpreted as financial or personal legal advice

on securities trading.

Prior to any trade in any of Jefferies’ or any subsidiaries’ securities , you must comply with the following applicable

pre-clearance procedures:

•If you are subject to Jefferies Financial Group Inc.'s Compliance policies and procedures, you must

comply with the employee trading pre-clearance procedures established by the Compliance Department

located on the firm's intranet.

•If you are NOT subject to Jefferies Financial Group Inc.'s Compliance policies and procedures, you must

submit to the Corporate Secretary, Laura Ulbrandt DiPierro at lulbrandt@jefferies.com or 212- 460-1977

or, Executive Vice President and General Counsel, Mike Sharp at msharp@jefferies.com or 

212-707-6409 (or their authorized designee(s)) or (each, a "Corporate Contact"), by email an Application

and Certification (which is attached to this policy) to assist Jefferies in determining whether a trade at

such time is permitted under this policy. Upon receipt of a completed Application and Certification, the

Corporate Contact will consult with the General Counsel concerning the requested clearance.

You will be notified orally or in writing (including by email) whether or not your transaction has been approved.

Please note the following:

■Be certain that you obtain pre-clearance prior to effecting any transaction in Jefferies’ securities.

■If your proposed transaction is approved, the approval is effective from the time approval is given until the

close of business on that day, unless you are advised otherwise at the time of pre-clearance.

■In the event that you are advised not to trade, such advice must be followed and be kept confidential.

Maintaining such advice in confidence will prevent the inadvertent signal to others that something material

and nonpublic may be occurring with respect to Jefferies (or any other affected company under this policy).

For the avoidance of doubt, the following transactions will not be approved:

Transactions which do not comply with the six-month holding period

Direct or indirect short selling

Transactions that do not comply with any applicable employee stock or incentive plan

Option transactions of any kind

Derivatives involving Jefferies Financial Group Inc. securities or Jefferies Financial Group Inc. debt securities

Pre-Arranged Trading Plans

Under current securities laws, in certain circumstances an individual may pre-arrange a plan of trading in Jefferies

securities or the securities of other companies. A pre-arranged trading plan may provide an individual with an

affirmative defense to a charge of violating insider trading laws. This means that you may be able to pr e-arrange

transactions which may go forward, irrespective of your knowledge of MNPI at the time.

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However, such an arrangement must be entered into in good faith, at a time when you do not possess MNPI and

must meet the criteria set forth in Rule 10b5-1. Establishing any trading plan involving Jefferies securities must be

pre-cleared by the General Counsel.

Share Repurchases

The Board of Directors of Jefferies may from time to time authorize Jefferies to repurchase Jefferies’ securities or

securities of any subsidiary of Jefferies under such terms and conditions that the Board of Directors may

determine. In general, repurchase authorizations should be effected (a) when Jefferies is not aware of material

non-public information about Jefferies or Jefferies’ securities (b) pursuant to a contract, instruction, or plan that

satisfies the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, (c) in

compliance with Rule 10b-18, or (d) otherwise in compliance with applicable law.

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Insider Trading and Anti-Tipping Policy

Application and Certification for Trading by Directors, Executive Officers and Employees of Jefferies and

its Subsidiaries

Name Proposed Trade Date	Title

Name of Company and Type of Security to Be Traded:

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Certification

I,, hereby certify that I have read and understand

my obligations under Jefferies Insider Trading and Anti-Tipping Policy and agree to be bound by its terms; (ii) to

the best of my knowledge, the proposed trade(s) listed above will not, upon receipt of pre clearance approval,

violate the policy; and (ii) the proposed trade(s) listed above will comply with Rule 144 under the Securities Act of

1933, if applicable.

______________________________

Signature

Jefferies Financial Group Inc.			Exhibit 21
Subsidiaries as of November 30, 2024
			State/Country
Name			of Incorporation
Aircadia Leasing II LLC			Delaware
ASOF Warehouse LLC			Delaware
Baldwin Enterprise, LLC			Colorado
BEI Italia Wireless LLC			Delaware
BEI-Beach LLC			Delaware
HomeFed LLC			Delaware
HomeFed Village 8, LLC			Delaware
Jefferies (Australia) Pty Ltd			Australia
Jefferies (Japan) Limited Tokyo			Japan
Jefferies Asia Holding Pte. Ltd.			Singapore
Jefferies Capital Services, LLC			Delaware
Jefferies Financial Services, Inc			Delaware
Jefferies Funding LLC			Delaware
Jefferies GmbH			Germany
Jefferies Hong Kong Holdings Limited			Hong Kong
Jefferies Hong Kong Limited			Hong Kong
Jefferies India Private Limited			India
Jefferies International Finance Corporation			Delaware
Jefferies International Limited			England and Wales
Jefferies Investment Advisers LLC			Delaware
Jefferies Leveraged Credit Products, LLC			Delaware
Jefferies LLC			Delaware
Jefferies Mortgage Finance, Inc.			Delaware
Jefferies Research Services LLC			Delaware
Jefferies Singapore Limited			Singapore
Jefferies Strategic Investments, LLC			Delaware
Jefferies Structured Credit LLC			Delaware
Jefferies US Holdings LLC			Delaware
JTOP Investments LLC			Delaware
Leucadia Asset Management Holdings LLC			Delaware
Leucadia Asset Management LLC			Delaware
Lucid Markets LLP			England and Wales
LUK Servicing, LLC			Delaware
LVC AM, LLC			Delaware
M Science Holdings LLC			Delaware
M Science LLC			Delaware
Phlcorp Holding LLC			Pennsylvania
Shellnet S.P.A			Italy
SR Warehouse LLC			Delaware
Stratos Global LLC			Saint Vincent and the Grenadines
Stratos Global Services, LLC			Delaware
Stratos Group International LLC			Delaware
Stratos Support EAD			Bulgaria
TESSELIS S.p.A.			Italy
The Residences at Sweetbay, LLC			Delaware

Subsidiaries not included on this list, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of November 30, 2024.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-185318, 333-232532 and 333-268095 on Form S-8, and No. 333-271881 on Form S-3ASR of our reports dated January 28, 2025, relating to the financial statements of Jefferies Financial Group Inc. and subsidiaries (the “Company”) and the effectiveness of Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended November 30, 2024.

/s/ Deloitte & Touche LLP

New York, New York

January 28, 2025

Exhibit 31.1

CERTIFICATIONS

I, Richard B. Handler, certify that:

1.I have reviewed this annual report on Form 10-K 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:

January 28, 2025

By:

/s/ Richard B. Handler

Name: Title:

Richard B. Handler Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Matt Larson, certify that:

1.I have reviewed this annual report on Form 10-K 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:

January 28, 2025

By:

/s/ Matt Larson

Name: Title:

Matt Larson Chief Financial Officer

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 Annual Report on Form 10-K for the period ending November 30, 2024 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:

January 28, 2025

By:

/s/ Richard B. Handler

Name: Title:

Richard B. Handler Chief Executive Officer

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 Annual Report on Form 10-K for the period ending November 30, 2024 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:

January 28, 2025

By:

/s/ Matt Larson

Name: Title:

Matt Larson Chief Financial Officer