Business Wire | Jan 12, 2022 06:29AM EST

Jefferies Announces 2021 Financial Results for the Three Months and Year Ended November 30, 2021

Jan. 12, 2022

NEW YORK--(BUSINESS WIRE)--Jan. 12, 2022--Jefferies Financial Group Inc. (NYSE: JEF) Q4 Financial Highlights

* Net income attributable to common shareholders of $325 million, or $1.20 per diluted share; adjusted net income attributable to common shareholders2 of $369 million, or $1.36 per diluted share, after removing fourth quarter expenses of $59 million related to bondholder make-whole and tender premium payments on an aggregate of $1.06 billion in debt which will reduce our future interest expense * Quarterly Investment Banking net revenues of $1.18 billion * Combined Capital Markets and Other net revenues of $438 million * Asset Management net revenues (before allocated net interest3) of $55 million * Annualized return on adjusted tangible equity of 16.5%1; adjusted annualized return on adjusted tangible equity of 18.7%4 * Repurchased 2.0 million shares of common stock for $88 million, or an average price of $42.91 per share; our Board of Directors has increased our share buyback authorization by $88 million back to a total of $250 million

"What a year! Once again, Jefferies delivered record results in Investment Banking and Capital Markets and Asset Management. Our performance and momentum are the direct result of the persistent hard work and dedication of our 4,508 Jefferies Group employee-partners around the globe, decades of investment to create strong breadth and depth of capabilities across our integrated Investment Banking and Capital Markets platforms, our unique partnership culture and a supportive operating environment. Those factors have driven Jefferies to an important position of scale within our industry, and a meaningful and sustainable step change in our market position and brand. We have never wavered in prioritizing the needs and interests of our clients. We believe our momentum is excellent and, while there will be inevitable bumps in the road, our growth prospects are terrific.

"Our results and momentum derive from our incredible and increasingly global team. Jefferies' strategy is based substantially on human capital, with the right amount of supporting financial capital commensurate with market opportunity. We are committed to recruiting and growing great talent at all levels. We are thrilled that we enter fiscal 2022 with 278 Managing Directors in Investment Banking, a 24% increase from one year prior. This increase was driven equally by internal promotion of talented people we nurtured and trained, and external recruiting of experienced professionals. Our overall Jefferies Group headcount grew by 15% in 2021, enabling us to keep up with the demands from our clients and to support further growth. We have been investing for many years now in enhanced efforts to train, support, develop and grow our human capital, and we see further opportunity in this regard ahead.

"We believe Jefferies' future growth will be fueled by the continued buildout of our Investment Banking effort, enhancing our Capital Markets businesses, and further developing our Leucadia Asset Management alternative asset management platform. We will continue winding down our legacy Merchant Banking portfolio prudently and patiently, and are confident that, as we have proven in the past, there is value to be realized in excess of tangible book value.

"Our Investment Banking backlog5 is robust and consistent with levels from a year ago.

"In light of our performance and prospects, as well as our limited need for incremental equity capital, our Board of Directors has increased our quarterly dividend to $0.30 per share, a 140% increase from two years ago. We will continue also to return capital to shareholders via share buybacks as well as, if financial conditions and circumstances permit, in-kind distributions or special cash dividends as we continue to wind down the legacy merchant banking portfolio."

Richard Handler, CEO, and Brian Friedman, President

Please refer to the just-released Jefferies Financial Group Annual Letter from our CEO and President for broader perspective on 2021, as well as our strategy and outlook.

Financial Summary

(Dollars in thousands, except per share amounts)



Three Months Ended Twelve Months Ended November 30, November 30,

2021 2020 % 2021 2020 % Change Change

Net revenues:

InvestmentBanking and $ 1,613,362 $ 1,537,362 5% $ 6,796,631 $ 4,989,138 36%CapitalMarkets

Asset 42,798 88,977 (52)% 336,690 235,255 43%Management

Merchant 152,794 231,852 (34)% 1,040,733 764,460 36%Banking

Corporate 773 1,350 (43)% 3,042 13,258 (77)%

Consolidation (831) 1,246 (167)% 8,233 8,763 (6)%Adjustments

Total net $ 1,808,896 $ 1,860,787 (3)% $ 8,185,329 $ 6,010,874 36%revenues



Income before $ 425,565 $ 421,540 1% $ 2,254,105 $ 1,067,083 111%income taxes



Net incomeattributableto $ 324,913 $ 307,267 6% $ 1,667,403 $ 769,605 117%

commonshareholders



Dilutedearnings per $ 1.20 $ 1.11 8% $ 6.13 $ 2.65 131%share



Weightedaverage 270,743 277,342 271,501 290,490 dilutedshares



Annualizedreturn onadjusted 16.5% 17.5% 24.5% 11.7% tangibleequity^1

Highlights

Three months ended November Twelve months ended November 30, 202130, 2021

* Adjusted net income attributable to common shareholders^2 of $369 * Adjusted net income attributable to common million, or $1.36 per shareholders^2 was $1.71 billion, or $6.29 diluted share. per diluted share.

* We repurchased 2.0 * We repurchased 8.5 million shares for $267 million shares for $88 million, or an average price of $31.25 per million, or an average share. We had 244 million shares outstanding price of $42.91 per and 274 million shares outstanding on a share. fully diluted basis^6 at year end. Our book value per share was $43.33 and tangible book * Our Board of Directors value per fully diluted share^7 was $32.45 has increased our share at year end. buyback authorization by $88 million back to a total of $250 million.

Investment Banking and Capital Markets

Investment Banking and Capital Markets

* Investment Banking net revenues of $1.18 billion were driven by all-time record quarterly Advisory net revenues and stronger results in Equity and Debt Underwriting as compared with the prior year quarter.

* Combined Capital Markets and Other net revenues of $438 million were 30% lower as compared to prior year quarter, primarily due to challenging market conditions for fixed income trading leading to lower volumes, as compared with the prior year quarter, which benefited from high levels of client activity due to more favorable market conditions.

* Record Investment Banking net revenues of $4.42 billion were driven by record Advisory net revenues, as well as record Equity and Debt Underwriting net revenues on more deals being completed and an increase in average transaction fees.

* Combined Capital Markets and Other net revenues of $2.37 billion reflecting Equities net revenues driven by strong client activity and trading performance as a result of meaningful growth across all of our products and regions, and solid Fixed Income net revenues.

Investment Banking and Capital Markets Investment Banking and Capital Markets

* Investment Banking net revenues of * Record Investment Banking net $1.18 billion were driven by revenues of $4.42 billion were all-time record quarterly Advisory driven by record Advisory net net revenues and stronger results in revenues, as well as record Equity and Debt Underwriting as Equity and Debt Underwriting net compared with the prior year revenues on more deals being quarter. completed and an increase in average transaction fees. * Combined Capital Markets and Other net revenues of $438 million were * Combined Capital Markets and 30% lower as compared to prior year Other net revenues of $2.37 quarter, primarily due to billion reflecting Equities net challenging market conditions for revenues driven by strong client fixed income trading leading to activity and trading performance lower volumes, as compared with the as a result of meaningful growth prior year quarter, which benefited across all of our products and from high levels of client activity regions, and solid Fixed Income due to more favorable market net revenues. conditions.

Three months ended November 30, 2021

Twelve months ended November 30, 2021

Asset Management

Asset Management

* Asset Management net revenues reflects lower investment returns compared to the prior year quarter, partially offset by an increase in management, performance and similar fees and revenues.

* Record Asset Management revenues (before allocated net interest3) of $382 million were significantly higher than prior year revenues due to $121 million in management, performance and similar fees and revenues in the current year, an increase of 355% over the prior year.

Three months ended November 30, Twelve months ended November 30, 20212021

Asset Management Asset Management

* Asset Management net revenues * Record Asset Management revenues reflects lower investment (before allocated net interest^3) of returns compared to the prior $382 million were significantly year quarter, partially offset higher than prior year revenues due by an increase in management, to $121 million in management, performance and similar fees performance and similar fees and and revenues. revenues in the current year, an increase of 355% over the prior year.

Legacy Merchant Banking

Legacy Merchant Banking

* Merchant Banking results reflect the normalization of the results of Idaho Timber and a decline in the value of several of our investments in public companies.

* Merchant Banking full year results reflect record revenue and pre-tax income from Idaho Timber and mark-to-market increases in the value of several of our investments in public and private companies.

Quarterly Cash Dividend

The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.30 per Jefferies common share, payable on February 25, 2022 to record holders of Jefferies common shares on February 14, 2022.

* * * *

Amounts herein pertaining to November 30, 2021 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Annual Report on Form 10-K with the Securities and Exchange Commission ("SEC"). More information on our results of operations for the three and twelve months ended November 30, 2021 will be provided upon filing our Annual Report on Form 10-K with the SEC, which we expect to file on or about January 28, 2022.

This press release contains certain "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current views and include statements about our future and statements that are not historical facts. These forward-looking statements are usually preceded by the words "should," "expect," "intend," "may," "will," "would," or similar expressions. Forward-looking statements may contain expectations regarding revenues, earnings, operations, and other results, and may include statements of future performance, plans, and objectives. Forward-looking statements may also include statements pertaining to our strategies for future development of our businesses and products. Forward-looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. We undertake no obligation to update or revise any such forward-looking statement to reflect subsequent circumstances.

Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).

Notes

* Return on adjusted tangible equity (a non-GAAP financial measure) is defined as Jefferies' annualized adjusted net income (a non-GAAP financial measure) divided by our beginning of period adjusted tangible shareholders' equity (a non-GAAP financial measure). Refer to schedule on page 12 for reconciliation to U.S. GAAP amounts. * Adjusted net income attributable to common shareholders (a non-GAAP financial measure) excludes the total expense of $59 million ($44 million net of taxes) related to $1.06 billion of debt repurchases in the fourth quarter. Refer to schedule on page 12 for reconciliation to U.S. GAAP. * Allocated net interest represents an allocation to Asset Management of certain of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated net interest has been disaggregated to increase transparency and to make clearer actual Investment return. Refer to Selected Financial and Statistical Information on pages 8 - 10. * Adjusted return on adjusted tangible equity (a non-GAAP financial measure) is defined as Jefferies' annualized adjusted net income excluding the net income impact of the $59 million of total expense ($44 million net of taxes) related to $1.06 million of debt repurchases in the fourth quarter (a non-GAAP financial measure) divided by our beginning of period adjusted tangible shareholders' equity (a non-GAAP financial measure). Refer to schedule on page 13 for reconciliation to U.S. GAAP amounts. * Backlog represents an estimate of our net revenues from expected future transactions. As an indicator of net revenues in a given future period, it is subject to limitations. 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. * Shares outstanding on a fully diluted basis (a non-GAAP financial measure) is defined as Jefferies common shares outstanding plus restricted stock units, stock options, conversion of redeemable convertible preferred shares and other shares. Refer to schedule on page 14 for reconciliation to U.S. GAAP amounts. * Tangible book value per fully diluted share (a non-GAAP financial measure) is defined as adjusted tangible book value (a non-GAAP financial measure) divided by shares outstanding on a fully diluted basis (a non-GAAP financial measure). Refer to schedule on page 14 for reconciliation to U.S. GAAP amounts. Summary

Legacy Merchant Banking Legacy Merchant Banking

* Merchant Banking results reflect * Merchant Banking full year results the normalization of the results reflect record revenue and pre-tax of Idaho Timber and a decline in income from Idaho Timber and the value of several of our mark-to-market increases in the investments in public companies. value of several of our investments in public and private companies.

Quarterly Cash Dividend

The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.30 per Jefferies common share, payable on February 25, 2022 to record holders of Jefferies common shares on February 14, 2022.

* * * *

Amounts herein pertaining to November 30, 2021 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Annual Report on Form 10-K with the Securities and Exchange Commission ("SEC"). More information on our results of operations for the three and twelve months ended November 30, 2021 will be provided upon filing our Annual Report on Form 10-K with the SEC, which we expect to file on or about January 28, 2022.

This press release contains certain "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current views and include statements about our future and statements that are not historical facts. These forward-looking statements are usually preceded by the words "should," "expect," "intend," "may," "will," "would," or similar expressions. Forward-looking statements may contain expectations regarding revenues, earnings, operations, and other results, and may include statements of future performance, plans, and objectives. Forward-looking statements may also include statements pertaining to our strategies for future development of our businesses and products. Forward-looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. We undertake no obligation to update or revise any such forward-looking statement to reflect subsequent circumstances.

Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).

Notes

* Return on adjusted tangible equity (a non-GAAP financial measure) is defined as Jefferies' annualized adjusted net income (a non-GAAP financial measure) divided by our beginning of period adjusted tangible shareholders' equity (a non-GAAP financial measure). Refer to schedule on page 12 for reconciliation to U.S. GAAP amounts. * Adjusted net income attributable to common shareholders (a non-GAAP financial measure) excludes the total expense of $59 million ($44 million net of taxes) related to $1.06 billion of debt repurchases in the fourth quarter. Refer to schedule on page 12 for reconciliation to U.S. GAAP. * Allocated net interest represents an allocation to Asset Management of certain of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated net interest has been disaggregated to increase transparency and to make clearer actual Investment return. Refer to Selected Financial and Statistical Information on pages 8 - 10. * Adjusted return on adjusted tangible equity (a non-GAAP financial measure) is defined as Jefferies' annualized adjusted net income excluding the net income impact of the $59 million of total expense ($44 million net of taxes) related to $1.06 million of debt repurchases in the fourth quarter (a non-GAAP financial measure) divided by our beginning of period adjusted tangible shareholders' equity (a non-GAAP financial measure). Refer to schedule on page 13 for reconciliation to U.S. GAAP amounts. * Backlog represents an estimate of our net revenues from expected future transactions. As an indicator of net revenues in a given future period, it is subject to limitations. 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. * Shares outstanding on a fully diluted basis (a non-GAAP financial measure) is defined as Jefferies common shares outstanding plus restricted stock units, stock options, conversion of redeemable convertible preferred shares and other shares. Refer to schedule on page 14 for reconciliation to U.S. GAAP amounts. * Tangible book value per fully diluted share (a non-GAAP financial measure) is defined as adjusted tangible book value (a non-GAAP financial measure) divided by shares outstanding on a fully diluted basis (a non-GAAP financial measure). Refer to schedule on page 14 for reconciliation to U.S. GAAP amounts. Summary

(In thousands,except per share amounts)(Unaudited)

Three Months Ended Twelve Months Ended November 30, November 30,

2021 2020 2021 2020

Net revenues $ 1,808,896 $ 1,860,787 $ 8,185,329 $ 6,010,874

Income beforeincome taxes andloss related to $ 458,714 $ 427,500 $ 2,348,524 $ 1,142,566 associatedcompanies

Loss related toassociated (33,149) (5,960) (94,419) (75,483) companies

Income before 425,565 421,540 2,254,105 1,067,083 income taxes

Income tax 91,973 113,535 576,729 298,673 provision

Net income 333,592 308,005 1,677,376 768,410

Net (income) lossattributable tothe (6,586) 238 (3,850) 5,271 noncontrollinginterests

Net (income) lossattributable tothe redeemable (245) 428 826 1,558 noncontrollinginterests

Preferred stock (1,848) (1,404) (6,949) (5,634) dividends

Net incomeattributable to $ 324,913 $ 307,267 $ 1,667,403 $ 769,605 commonshareholders



Basic earningsper common shareattributable to Jefferies commonshareholders:

Net income $ 1.23 $ 1.12 $ 6.29 $ 2.68



Basic: weighted 261,637 272,901 263,595 285,693 average shares



Diluted earningsper common shareattributable to Jefferies commonshareholders:

Net income $ 1.20 $ 1.11 $ 6.13 $ 2.65



Diluted: weighted 270,743 277,342 271,501 290,490 average shares

A summary of results for the three months ended November 30, 2021 is as follows (in thousands):

Investment Parent Banking and Asset Merchant Corporate Company Consolidation Total Capital Management Banking Interest Adjustments Markets

Net revenues $ 1,613,362 $ 42,798 $ 152,794 $ 773 $ - $ (831) $ 1,808,896

Expenses:

Cost of sales - - 79,954 - - - 79,954

Compensation and 684,294 22,802 31,424 6,576 - - 745,096 benefits

Non-compensation expenses:

Floor brokerageand clearing 68,809 10,843 - - - - 79,652 fees

Selling, generaland other 300,211 15,294 41,259 5,299 26,004 (379) 387,688 expenses

Interest expense - - 5,628 - 11,628 - 17,256

Depreciation and 22,681 439 16,958 458 - - 40,536 amortization

Totalnon-compensation 391,701 26,576 63,845 5,757 37,632 (379) 525,132 expenses

Total expenses 1,075,995 49,378 175,223 12,333 37,632 (379) 1,350,182

Income (loss)before incometaxes and loss 537,367 (6,580) (22,429) (11,560) (37,632) (452) 458,714 related toassociatedcompanies

Loss related toassociated - - (33,149) - - - (33,149) companies

Income (loss)before income $ 537,367 $ (6,580) $ (55,578) $ (11,560) $ (37,632) $ (452) 425,565 taxes

Income tax 91,973 provision

Net income $ 333,592

A summary of results for the three months ended November 30, 2020 is as follows (in thousands):

Investment Parent Banking and Asset Merchant Corporate Company Consolidation Total Capital Management Banking Interest Adjustments Markets

Net revenues $ 1,537,362 $ 88,977 $ 231,852 $ 1,350 $ - $ 1,246 $ 1,860,787

Expenses:

Cost of sales - - 102,717 - - - 102,717

Compensation and 842,513 30,152 25,336 13,365 - - 911,366 benefits

Non-compensation expenses:

Floor brokerageand clearing 59,968 5,221 - - - - 65,189 fees

Selling, generaland other 239,795 9,328 41,138 6,513 - (2,486) 294,288 expenses

Interest expense - - 6,972 - 13,672 - 20,644

Depreciation and 21,012 471 16,735 865 - - 39,083 amortization

Totalnon-compensation 320,775 15,020 64,845 7,378 13,672 (2,486) 419,204 expenses

Total expenses 1,163,288 45,172 192,898 20,743 13,672 (2,486) 1,433,287

Income (loss)before incometaxes and loss 374,074 43,805 38,954 (19,393) (13,672) 3,732 427,500 related toassociatedcompanies

Loss related toassociated - - (5,960) - - - (5,960) companies

Income (loss)before income $ 374,074 $ 43,805 $ 32,994 $ (19,393) $ (13,672) $ 3,732 421,540 taxes

Income tax 113,535 provision

Net income $ 308,005

A summary of results for the twelve months ended November 30, 2021 is as follows (in thousands):

Investment Parent Banking and Asset Merchant Corporate Company Consolidation Total Capital Management Banking Interest Adjustments Markets

Net revenues $ 6,796,631 $ 336,690 $ 1,040,733 $ 3,042 $ - $ 8,233 $ 8,185,329

Expenses:

Cost of sales - - 470,870 - - - 470,870

Compensation and 3,323,601 82,726 109,186 35,611 - - 3,551,124 benefits

Non-compensation expenses:

Floor brokerageand clearing 266,035 35,825 - - - - 301,860 fees

Selling, generaland other 1,024,617 48,913 160,337 19,253 26,004 (677) 1,278,447 expenses

Interest expense - - 23,951 - 53,133 - 77,084

Depreciation and 85,178 1,901 67,577 2,764 - - 157,420 amortization

Totalnon-compensation 1,375,830 86,639 251,865 22,017 79,137 (677) 1,814,811 expenses

Total expenses 4,699,431 169,365 831,921 57,628 79,137 (677) 5,836,805

Income (loss)before incometaxes and loss 2,097,200 167,325 208,812 (54,586) (79,137) 8,910 2,348,524 related toassociatedcompanies

Loss related toassociated - - (94,419) - - - (94,419) companies

Income (loss)before income $ 2,097,200 $ 167,325 $ 114,393 $ (54,586) $ (79,137) $ 8,910 2,254,105 taxes

Income tax 576,729 provision

Net income $ 1,677,376

A summary of results for the twelve months ended November 30, 2020 is as follows (in thousands):

Investment Parent Banking and Asset Merchant Corporate Company Consolidation Total Capital Management Banking Interest Adjustments Markets

Net revenues $ 4,989,138 $ 235,255 $ 764,460 $ 13,258 $ - $ 8,763 $ 6,010,874

Expenses:

Cost of sales - - 338,588 - - - 338,588

Compensation and benefits 2,735,080 89,527 77,072 39,184 - - 2,940,863

Non-compensation expenses:

Floor brokerage and clearing 241,083 25,509 - - - - 266,592 fees

Selling, general and other 810,753 46,045 199,128 26,197 - (3,167 ) 1,078,956 expenses

Interest expense - - 31,425 - 53,445 - 84,870

Depreciation and 82,334 5,247 67,362 3,496 - - 158,439 amortization

Total non-compensation 1,134,170 76,801 297,915 29,693 53,445 (3,167 ) 1,588,857 expenses

Total expenses 3,869,250 166,328 713,575 68,877 53,445 (3,167 ) 4,868,308

Income (loss) before incometaxes and loss related to 1,119,888 68,927 50,885 (55,619 ) (53,445 ) 11,930 1,142,566 associated companies

Loss related to associated - - (75,483 ) - - - (75,483 ) companies

Income (loss) before income $ 1,119,888 $ 68,927 $ (24,598 ) $ (55,619 ) $ (53,445 ) $ 11,930 1,067,083 taxes

Income tax provision 298,673

Net income $ 768,410

Selected Financial and Statistical Information

(Amounts in Thousands, Except Other Data) (Unaudited)



Quarter Ended

November 30, August 31, November 30, 2021 2021 2020

Investment Banking, Capital Marketsand Asset Management Net Revenues:



Advisory $ 587,726 $ 583,887 $ 356,823



Equity underwriting 370,636 367,460 340,561

Debt underwriting 222,655 229,329 208,780

Total underwriting 593,291 596,789 549,341



Other investment banking (5,240) (360) 9,446



Total investment banking 1,175,777 1,180,316 915,610



Equities 290,380 236,532 327,314

Fixed income 132,771 205,795 263,119

Total capital markets 423,151 442,327 590,433



Other 14,434 28,153 31,319



Total Investment Banking and CapitalMarkets Net 1,613,362 1,650,796 1,537,362Revenues (1)



Asset management fees and revenues 13,065 18,869 6,936(2)

Investment return (3) 41,647 4,890 93,849

Allocated net interest (3) (11,914) (11,155) (11,808)

Total Asset Management Net Revenues 42,798 12,604 88,977



Total Investment Banking, CapitalMarkets and Asset $ 1,656,160 $ 1,663,400 $ 1,626,339Management Net Revenues



Investment Banking, Capital Marketsand Asset Management Non-compensationExpenses:



Floor brokerage and clearing fees $ 79,652 $ 68,982 $ 65,189

Underwriting costs 26,932 21,474 36,551

Technology and communications 101,523 93,801 86,639

Occupancy and equipment rental 24,859 24,694 24,011

Business development 42,386 24,380 21,651

Professional services 54,758 49,298 42,490

Depreciation and amortization 23,120 21,529 21,483

Other 65,047 13,851 37,781



Total Investment Banking, CapitalMarkets and Asset $ 418,277 $ 318,009 $ 335,795Management Non-compensation Expenses



(Amounts in Thousands, Except Other Data) (Unaudited)

Twelve Months Ended

November 30, 2021

November 30, 2020

Investment Banking, Capital Markets and Asset Management Net Revenues:

Advisory

$

1,873,560

$

1,053,500

Equity underwriting

1,557,364

902,016

Debt underwriting

935,131

545,978

Total underwriting

2,492,495

1,447,994

Other investment banking

57,196

(103,330)

Total investment banking

4,423,251

2,398,164

Equities

1,300,877

1,128,910

Fixed income

959,122

1,340,792

Total capital markets

2,259,999

2,469,702

Other

113,381

121,272

Total Investment Banking and Capital Markets Net Revenues (1)

6,796,631

4,989,138

Asset management fees and revenues (2)

120,733

26,539

Investment return (3)

260,864

257,200

Allocated net interest (3)

(44,907)

(48,484)

Total Asset Management Net Revenues

336,690

235,255

Total Investment Banking, Capital Markets and Asset Management Net Revenues

$

7,133,321

$

5,224,393

Investment Banking, Capital Markets and Asset Management Non-compensation Expenses:

Floor brokerage and clearing fees

$

301,860

$

266,592

Underwriting costs

117,572

95,636

Technology and communications

382,502

334,322

Occupancy and equipment rental

101,900

91,442

Business development

111,796

67,807

Professional services

196,467

159,045

Depreciation and amortization

87,079

87,581

Other

163,293

108,546

Total Investment Banking, Capital Markets and Asset Management Non- compensation Expenses

$

1,462,469

$

1,210,971

(Amounts in Thousands, Except Other Data) (Unaudited)



Twelve Months Ended

November November 30, 2021 30, 2020

Investment Banking, Capital Markets and Asset Management Net Revenues:



Advisory $ 1,873,560 $ 1,053,500



Equity underwriting 1,557,364 902,016

Debt underwriting 935,131 545,978

Total underwriting 2,492,495 1,447,994



Other investment banking 57,196 (103,330)



Total investment banking 4,423,251 2,398,164



Equities 1,300,877 1,128,910

Fixed income 959,122 1,340,792

Total capital markets 2,259,999 2,469,702



Other 113,381 121,272



Total Investment Banking and Capital Markets Net 6,796,631 4,989,138Revenues (1)



Asset management fees and revenues (2) 120,733 26,539

Investment return (3) 260,864 257,200

Allocated net interest (3) (44,907) (48,484)

Total Asset Management Net Revenues 336,690 235,255



Total Investment Banking, Capital Markets and Asset $ 7,133,321 $ 5,224,393Management Net Revenues





Investment Banking, Capital Markets and Asset Management Non-compensation Expenses:



Floor brokerage and clearing fees $ 301,860 $ 266,592

Underwriting costs 117,572 95,636

Technology and communications 382,502 334,322

Occupancy and equipment rental 101,900 91,442

Business development 111,796 67,807

Professional services 196,467 159,045

Depreciation and amortization 87,079 87,581

Other 163,293 108,546

Total Investment Banking, Capital Markets and AssetManagement Non- $ 1,462,469 $ 1,210,971compensation Expenses



(Amounts in Thousands, Except Other Data) (Unaudited)

Quarter Ended

November 30, 2021

August 31, 2021

November 30, 2020

Other Data:

Number of trading days

63

65

63

Number of trading loss days (4)

11

20

3

Average VaR (in millions) (5)

$

10.14

$

12.69

$

14.92

Twelve Months Ended

November 30, 2021

November 30, 2020

Other Data:

Number of trading days

252

252

Number of trading loss days (4)

60

26

Average VaR (in millions) (5)

$

13.63

$

10.51

(Amounts in Thousands, Except Other Data) (Unaudited)



Quarter Ended

November 30, 2021 August 31, November 30, 2021 2020

Other Data:

Number of trading days 63 65 63

Number of trading loss days (4) 11 20 3

Average VaR (in millions) (5) $ 10.14 $ 12.69 $ 14.92



Twelve Months Ended

November 30, November 30, 2021 2020

Other Data:

Number of trading days 252 252

Number of trading loss days (4) 60 26

Average VaR (in millions) (5) $ 13.63 $ 10.51

(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)

Includes management and performance fees from funds and accounts managed by us as well as our share of fees received by affiliated asset management companies with which we have revenue and profit share arrangements, as well as earnings on our ownership interest in affiliated asset managers.(3)

Allocated net interest represents an allocation to Asset Management of certain of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated net interest has been disaggregated to increase transparency and to 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.(4)

Number of trading loss days is calculated based on trading activities in our Investment Banking and Capital Markets and Asset Management business segments.(5)

VaR estimates the potential loss in value of trading positions in our Investment Banking and Capital Markets and Asset Management business segments due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value-at-Risk" in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended November 30, 2020. Financial Data and Metrics

(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. Includes management and performance fees from funds and accounts managed(2) by us as well as our share of fees received by affiliated asset management companies with which we have revenue and profit share arrangements, as well as earnings on our ownership interest in affiliated asset managers. Allocated net interest represents an allocation to Asset Management of certain of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated(3) 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.(4) Number of trading loss days is calculated based on trading activities in our Investment Banking and Capital Markets and Asset Management business segments. VaR estimates the potential loss in value of trading positions in our Investment Banking and Capital Markets and Asset Management business(5) segments due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value-at-Risk" in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended November 30, 2020. Financial Data and Metrics

(Amounts in Millions, Except Other Data) (Unaudited)



Quarter Ended

November August 31, November 30, 2021 30, 2021 2020

Financial position (1):

Total assets $ 60,404 $ 58,037 $ 53,118

Total assets less goodwill and intangible $ 58,506 $ 56,132 $ 51,205 assets for the period

Cash and cash equivalents $ 10,755 $ 9,481 $ 9,055

Financial instruments owned $ 19,829 $ 19,735 $ 18,125

Level 3 financial instruments owned (2) $ 579 $ 671 $ 651

Goodwill and intangible assets $ 1,898 $ 1,905 $ 1,913

Total equity $ 10,580 $ 10,401 $ 9,439

Total shareholders' equity $ 10,554 $ 10,382 $ 9,404

Tangible equity (3) $ 8,656 $ 8,477 $ 7,490



Other data and financial ratios:

Leverage ratio (1) (4) 5.7 5.6 5.6

Tangible gross leverage ratio (1) (5) 6.8 6.6 6.8



Number of employees, at period end 5,556 5,493 4,945

(1)

Amounts pertaining to November 30, 2021 represent a preliminary estimate as of the date of this earnings release and may be revised in our Annual Report on Form 10-K for the year ended November 30, 2021.(2)

Level 3 financial instruments represent those financial instruments classified as such under Accounting Standards Codification 820, accounted for at fair value and included within Financial instruments owned.(3)

Tangible equity (a non-GAAP financial measure) represents total Jefferies shareholders' equity less goodwill and identifiable intangible assets. We believe that tangible equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible equity, making these ratios meaningful for investors.(4)

Leverage ratio equals total assets divided by total equity.(5)

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

The following tables reconcile our non-GAAP measures to their respective U.S. GAAP measures. Management believes such non-GAAP measures are useful to investors as they allow them to view our results through the eyes of management, while facilitating a comparison across historical periods. These measures should not be considered a substitute for, or superior to, measures prepared in accordance with U.S. GAAP.

Net Income Attributable to Common Shareholders and Earnings Per Share GAAP Reconciliation

Reconciliation of Jefferies net income attributable to common shareholders to adjusted net income attributable to common shareholders (a non-GAAP measure) and diluted earnings per share to adjusted earnings per share (a non-GAAP measure) (in thousands, except per share amounts):

(1) Amounts pertaining to November 30, 2021 represent a preliminary estimate as of the date of this earnings release and may be revised in our Annual Report on Form 10-K for the year ended November 30, 2021.(2) Level 3 financial instruments represent those financial instruments classified as such under Accounting Standards Codification 820, accounted for at fair value and included within Financial instruments owned. Tangible equity (a non-GAAP financial measure) represents total Jefferies(3) shareholders' equity less goodwill and identifiable intangible assets. We believe that tangible equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible equity, making these ratios meaningful for investors.(4) Leverage ratio equals total assets divided by total equity.

Tangible gross leverage ratio (a non-GAAP financial measure) equals total(5) assets less goodwill and identifiable intangible assets divided by tangible equity. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio. Non-GAAP Reconciliations

The following tables reconcile our non-GAAP measures to their respective U.S. GAAP measures. Management believes such non-GAAP measures are useful to investors as they allow them to view our results through the eyes of management, while facilitating a comparison across historical periods. These measures should not be considered a substitute for, or superior to, measures prepared in accordance with U.S. GAAP.

Net Income Attributable to Common Shareholders and Earnings Per Share GAAP Reconciliation

Reconciliation of Jefferies net income attributable to common shareholders to adjusted net income attributable to common shareholders (a non-GAAP measure) and diluted earnings per share to adjusted earnings per share (a non-GAAP measure) (in thousands, except per share amounts):

Three Twelve Months Months Ended Ended November November 30, 30, 2021 2021



Net income attributable to common shareholders (GAAP) $ 324,913 $ 1,667,403

Net income impact for calling Jefferies Group 2023 25,016 25,016 Notes

Net income impact for repurchasing Jefferies 19,251 19,251 Financial Group 2023 Notes

Adjusted net income attributable to common $ 369,180 $ 1,711,670 shareholders (non-GAAP)



Jefferies Financial Group diluted earnings per share $ 1.20 $ 6.13 (GAAP)

Diluted earnings per share impact for calling 0.09 0.09 Jefferies Group 2023 Notes

Diluted earnings per share impact for repurchasing 0.07 0.07 Jefferies Financial Group 2023 Notes

Adjusted Jefferies Financial Group diluted earnings $ 1.36 $ 6.29 per share (non-GAAP)

Return on Adjusted Tangible Equity Reconciliation

The table below reconciles our Net income attributable to common shareholders to adjusted net income and our Shareholders' equity to adjusted tangible shareholders' equity (in thousands):

Three Months Three Months Twelve Months Twelve Months Ended Ended Ended Ended November 30, November 30, November 30, November 30, 2021 2020 2021 2020



Net income attributable to common $ 324,913 $ 307,267 $ 1,667,403 $ 769,605 shareholders (GAAP)

Intangible amortization and impairment 2,773 2,814 10,649 11,370 expense, net of tax

Adjusted net income $ 327,686 $ 310,081 $ 1,678,052 $ 780,975 (non-GAAP)

Annualized adjusted net $ 1,310,744 $ 1,240,324 $ 1,678,052 $ 780,975 income (non-GAAP)



August 31, August 31, November 30, November 30, 2021 2020 2020 2019



Shareholders' $ 10,381,883 $ 9,410,665 $ 9,403,893 $ 9,579,705 equity (GAAP)

Less: Intangible (1,905,163) (1,914,542) (1,913,467) (1,922,934) assets, net and goodwill

Less: Deferred (479,016) (312,600) (393,687) (462,468) tax asset

Less: Weighted average quarter-to-date or year- to-date impact (62,644) (111,613) (243,003) (545,398) of cash dividends and share repurchases

Adjusted tangible shareholders' $ 7,935,060 $ 7,071,910 $ 6,853,736 $ 6,648,905 equity (non-GAAP)



Return on adjusted 16.5 % 17.5 % 24.5 % 11.7 % tangible equity

Adjusted Return on Adjusted Tangible Equity Reconciliation

The table below reconciles our Net income attributable to common shareholders to adjusted net income excluding debt repurchase expense and our Shareholders' equity to adjusted tangible shareholders' equity (in thousands):

Three Months Ended November 30, 2021



Net income attributable to common shareholders (GAAP) $ 324,913

Intangible amortization and impairment expense, net of tax 2,773

Net income impact for calling Jefferies Group 2023 Notes 25,016

Net income impact for repurchasing Jefferies Financial Group 19,251 2023 Notes

Adjusted net income excluding debt repurchase expense $ 371,953 (non-GAAP)

Annualized adjusted net income excluding debt repurchase $ 1,487,812 expense (non-GAAP)



August 31, 2021



Shareholders' equity (GAAP) $ 10,381,883

Less: Intangible assets, net and goodwill (1,905,163)

Less: Deferred tax asset (479,016)

Less: Weighted average quarter-to-date impact of cash (62,644) dividends and share repurchases

Adjusted tangible shareholders' equity (non-GAAP) $ 7,935,060



Adjusted return on adjusted tangible equity 18.7 %

Jefferies Book Value and Shares Outstanding GAAP Reconciliation

The table below reconciles our book value (shareholders' equity) to adjusted tangible book value and our common shares outstanding to fully diluted shares outstanding (in thousands, except per share amounts):

November 30, 2021



Book value (GAAP) $ 10,553,755

Redeemable convertible preferred shares converted to common 125,000 shares (1)

Stock options (2) 121,085

Intangible assets, net and goodwill (1,897,500)

Adjusted tangible book value (non-GAAP) $ 8,902,340



Common shares outstanding (GAAP) 243,541

Restricted stock units ("RSUs") 20,108

Redeemable convertible preferred shares converted to common 4,441 shares (1)

Stock options (2) 5,109

Other 1,126

Fully diluted shares outstanding (non-GAAP) (3) 274,325



Book value per share outstanding $ 43.33

Tangible book value per fully diluted share outstanding $ 32.45

(1)

Redeemable convertible preferred shares added to book value and fully diluted shares assume that the redeemable convertible preferred shares are converted to common shares.

(2)

Stock options added to book value are equal to the total number of stock options outstanding as of November 30, 2021 of 5,109,000 multiplied by the weighted average exercise price of $23.70 on November 30, 2021. Stock options added to fully diluted shares are equal to the total stock options outstanding on November 30, 2021.

(3)

Fully diluted shares outstanding include vested and unvested RSUs as well as the target number of RSUs issuable under the senior executive compensation plans. Fully diluted shares outstanding also include all stock options and the additional common shares if our redeemable convertible preferred shares were converted to common shares.

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CONTACT: Jonathan Freedman 212.778.8973