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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
Page
Item 1. Business ............................................................................................................................................................................................................................
Item 1A. Risk Factors ...................................................................................................................................................................................................................
Item 1B. Unresolved Staff Comments .......................................................................................................................................................................................
Item 1C. Cybersecurity .................................................................................................................................................................................................................
Item 2. Properties ..........................................................................................................................................................................................................................
Item 3. Legal Proceedings ...........................................................................................................................................................................................................
Item 4. Mine Safety Disclosures .................................................................................................................................................................................................
Item 6. [Reserved] .........................................................................................................................................................................................................................
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................................................................
Consolidated Results of Operations ..................................................................................................................................................................................
Executive Summary ...........................................................................................................................................................................................................
Revenues by Source ..........................................................................................................................................................................................................
Non-interest Expenses ......................................................................................................................................................................................................
Accounting Developments ..................................................................................................................................................................................................
Critical Accounting Estimates .............................................................................................................................................................................................
Liquidity, Financial Condition and Capital Resources .....................................................................................................................................................
Risk Management .................................................................................................................................................................................................................
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................................................................................................................................
Item 8. Financial Statements and Supplementary Data .........................................................................................................................................................
Index to Consolidated Financial Statements ....................................................................................................................................................................
Management’s Report on Internal Control Over Financial Reporting ............................................................................................................................
Reports of Independent Registered Public Accounting Firm ........................................................................................................................................
Consolidated Statements of Financial Condition ............................................................................................................................................................
Consolidated Statements of Earnings ...............................................................................................................................................................................
Consolidated Statements of Comprehensive Income ....................................................................................................................................................
Consolidated Statements of Changes in Equity ...............................................................................................................................................................
Consolidated Statements of Cash Flows ..........................................................................................................................................................................
Notes to Consolidated Financial Statements ...................................................................................................................................................................
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................................................................
Item 9A. Controls and Procedures .............................................................................................................................................................................................
Item 9B. Other Information ..........................................................................................................................................................................................................
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. ..............................................................................................................
Item 10. Directors, Executive Officers and Corporate Governance ......................................................................................................................................
Item 11. Executive Compensation ..............................................................................................................................................................................................
Item 13. Certain Relationships and Related Transactions, and Director Independence ..................................................................................................
Item 14. Principal Accountant Fees and Services ...................................................................................................................................................................
Item 15. Exhibits and Financial Statement Schedules ............................................................................................................................................................
Item 16. Form 10-K Summary .....................................................................................................................................................................................................
Signatures .......................................................................................................................................................................................................................................
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
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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.
5-Year Chart.jpg
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. 
VaR Graph v3.jpg
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):
16067
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