8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2012

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-09305	43-1273600
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

501 N. Broadway, St. Louis, Missouri 63102-2188

(Address of principal executive offices and zip code)

(314) 342-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2012, Stifel Financial Corp. reported its financial results for the three months ended September 30, 2012. A copy of the related press release is attached hereto as Exhibit 99.1.

Stifel Financial Corp. will hold a conference call on Monday, November 5, 2012, at 8:30 a.m. Eastern time. This call will be webcast and slides can be accessed on the Investor Relations portion of the Stifel Financial Corp. website at www.stifel.com, as well as on all sites within Thomson/CCBN’s Investor Distribution Network. All interested parties are invited to participate by dialing (800) 651-2240 and referencing conference ID #64728788. The conference call slide show is attached hereto as Exhibit 99.2.

The exhibits are being furnished pursuant to Item 2.02, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release dated November 5, 2012.
99.2	Investor presentation.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		STIFEL FINANCIAL CORP.
Date: November 5, 2012	By:	/s/ James M. Zemlyak
	Name:	James M. Zemlyak
	Title:	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release dated November 5, 2012.
99.2	Investor presentation.

4

EX-99.1

Exhibit 99.1

STIFEL FINANCIAL CORP. REPORTS THIRD QUARTER 2012 FINANCIAL RESULTS

Record Net Revenues for the Three Months Ended September 30, 2012

Record Net Revenues and Net Income for the Nine Months Ended September 30, 2012

Highlights for the three months ended September 30, 2012:

• Record net revenues of $420.1 million.

• Net income of $37.7 million, or $0.60 per diluted share.

• Stockholders’ equity was $1.43 billion and book value per share was $26.62.

Highlights for the nine months ended September 30, 2012:

• Record net revenues of $1.2 billion increased 13% from the comparable period in 2011.

• Record net income of $98.6 million, or $1.57 per diluted share.

ST. LOUIS, November 5, 2012 –Stifel Financial Corp. (NYSE: SF) today reported unaudited net income of $37.7 million, or $0.60 per diluted share, on record net revenues of $420.1 million for the three months ended September 30, 2012, compared with net income of $22.3 million, or $0.35 per diluted share, on net revenues of $334.2 million for the third quarter of 2011.

For the nine months ended September 30, 2012, the Company reported record net income of $98.6 million, or $1.57 per diluted share, on net revenues of $1.2 billion, compared with net income of $57.1 million, or $0.90 per diluted share¹, on net revenues of $1.1 billion during the comparable period in 2011. Included in net revenues for the three and nine months ended September 30, 2012 is $25.6 million in realized and unrealized gains recognized on the Company’s investment in Knight Capital Group, Inc. The after-tax impact of these gains was $0.09 per diluted share.

“I am pleased with our third quarter results, which included record net revenues, as well as with our record net revenues and net income for the first nine months of 2012. Our results highlight the soundness of our balanced business model, particularly against a challenging economic backdrop. In the quarter, both the Global Wealth Management and Institutional Group segments performed well,” commented Ronald J. Kruszewski, Chairman, President and CEO of Stifel Financial. “We continue to invest in businesses that expand our client services, and which we believe will return shareholder value. Opportunities drive our growth. Today’s announcement of our merger with KBW furthers our goal of creating the premier middle-market investment bank with a specialized focus on the financial services industry.”

Summary Results of Operations (Unaudited)

	Three Months Ended											Nine Months Ended
(in 000s)	9/30/12		9/30/11		% Change			6/30/12		% Change		9/30/12		9/30/11		% Change
Net revenues	$	420,080	$	334,214		25.7		$	374,407		12.2	$	1,194,820	$	1,059,684	12.8
Net income	$	37,710	$	22,304		69.1		$	26,136		44.3	$	98,619	$	57,118	72.7
Earnings per share:
Basic	$	0.70	$	0.43		62.8		$	0.49		42.9	$	1.84	$	1.09	68.8
Diluted	$	0.60	$	0.35		71.4		$	0.42		42.9	$	1.57	$	0.90	74.4
Weighted average number of common shares outstanding:
Basic		53,601		52,367		2.4			53,569		0.1		53,471		52,610	1.6
Diluted		63,054		63,152		(0.2	)		62,678		0.6		62,817		63,174	(0.6)

¹  Included in the results for the nine months ended September 30, 2011 were the estimated costs of settlement and litigation-related expenses of $29.4 million after tax, or $0.47 per diluted share, respectively, associated with the civil lawsuit and related regulatory investigation in connection with the previously disclosed matter involving five Southeastern Wisconsin school districts and certain merger-related expenses.

1

Business Segment Results

Summary Segment Results (Unaudited)

	Three Months Ended															Nine Months Ended
(in 000s)	9/30/12			9/30/11			% Change			6/30/12			% Change			9/30/12			9/30/11			% Change
Net revenues:
Global Wealth Management	$	251,728		$	219,498			14.7		$	240,029			4.9		$	740,105		$	683,589			8.3
Institutional Group 2		169,679			113,259			49.8			135,297			25.4			453,480			373,168			21.5
Other		(1,327	)		1,457			(191.1	)		(919	)		(44.4	)		1,235			2,927			(57.8	)
	$	420,080		$	334,214			25.7		$	374,407			12.2		$	1,194,820		$	1,059,684			12.8
Pre-tax operating income:
Global Wealth Management	$	68,370		$	55,612			22.9		$	61,353			11.4		$	198,901		$	172,510			15.3
Institutional Group 2		33,427			9,152			265.2			17,546			90.5			74,677			52,496			42.3
Other 3		(40,120	)		(25,741	)		55.9			(35,025	)		14.5			(108,773	)		(131,424	)		(17.2	)
	$	61,677		$	39,023			58.1		$	43,874			40.6		$	164,805		$	93,582			76.1

Global Wealth Management

For the quarter ended September 30, 2012, the Global Wealth Management (“GWM”) segment generated pre-tax operating income of $68.4 million, compared with $55.6 million in the third quarter of 2011 and $61.4 million in the second quarter of 2012. Net revenues for the quarter were $251.7 million, compared with $219.5 million in the third quarter of 2011, and $240.0 million in the second quarter of 2012. The increase in net revenues over the comparable period in 2011 is primarily attributable to: (1) higher principal transactions revenues, offset by a decrease in commissions revenue; (2) higher sales credits from investment banking underwritings; (3) growth in asset management and service fees as a result of an increase in assets under management and positive gains in market performance; and (4) increased net interest revenues as a result of the growth of net interest-earning assets at Stifel Bank. The increase in net revenues from the second quarter of 2012 was primarily attributable to: (1) higher sales credits from investment banking underwritings; (2) an increase in principal transactions revenues; and (3) increased net interest revenues as a result of the growth of net interest-earning assets at Stifel Bank.

• The Private Client Group reported net revenues of $229.4 million, a 14% increase compared with the third quarter of 2011 and a 4% increase compared with the second quarter of 2012.

• Stifel Bank reported net revenues of $22.3 million, a 27% increase compared with the third quarter of 2011 and a 17% increase compared with the second quarter of 2012.

Institutional Group

For the quarter ended September 30, 2012, the Institutional Group segment generated pre-tax operating income of $33.4 million, compared with $9.2 million in the third quarter of 2011 and $17.5 million in the second quarter of 2012. Net revenues for the quarter were $169.7 million, compared with $113.3 million in the third quarter of 2011 and $135.3 million in the second quarter of 2012. The increase in net revenues from the comparable period in 2011 was driven by: (1) an increase in advisory fees; (2) an increase in fixed income capital raising revenues; (3) higher fixed income institutional brokerage revenues; and (4) the realized and unrealized gains recognized on the Company’s investment in Knight Capital Group, Inc. Offsetting these increases was a decrease in equity institutional brokerage revenues. The increase in net revenues from the second quarter of 2012 was primarily attributable to: (1) an increase in fixed income institutional brokerage revenues; and (2) the realized and unrealized gains recognized on the Company’s investment in Knight Capital Group, Inc.

²  Results for the three and nine months ended September 30, 2012 include $25.6 million in realized and unrealized gains recognized on the Company’s investment in Knight Capital Group, Inc.

³  Results for the nine months ended September 30, 2011 include litigation-related charges and merger-related expenses of $47.5 million pre-tax.

2

Institutional brokerage revenues were $82.8 million, a 5% increase compared with the third quarter of 2011 and a 10% increase compared with the second quarter of 2012.

• Equity brokerage revenues were $38.0 million, a 20% decrease compared with the third quarter of 2011 and a 1% decrease compared with the second quarter of 2012.

• Fixed income brokerage revenues were $44.8 million, a 41% increase compared with the third quarter of 2011 and a 23% increase compared with the second quarter of 2012.

Investment banking revenues were $59.6 million, a 76% increase compared with the third quarter of 2011 and a 1% increase compared with the second quarter of 2012.

• Equity capital raising revenues were $17.5 million, a 7% increase compared with the third quarter of 2011 and a 1% decrease compared with the second quarter of 2012.

• Fixed income capital raising revenues were $14.9 million, a 194% increase compared with the third quarter of 2011 and a 2% increase compared with the second quarter of 2012.

• Advisory fee revenues were $27.2 million, a 118% increase compared with the third quarter of 2011 and a 2% increase compared with the second quarter of 2012.

Consolidated Compensation and Benefits Expenses

For the quarter ended September 30, 2012, compensation and benefits expenses were $267.7 million, compared with $210.6 million in the third quarter of 2011 and $239.4 million in the second quarter of 2012.

Compensation and benefits as a percentage of net revenues was 64% in the third quarter of 2012, compared with 63% in the third quarter of 2011 and 64% in the second quarter of 2012. Transition pay, which primarily consists of amortization of upfront notes, signing bonuses and retention awards, as a percentage of net revenues was 5% in the third quarter of 2012, consistent with the third quarter of 2011 and the second quarter of 2012.

Consolidated Non-Compensation Operating Expenses

For the quarter ended September 30, 2012, non-compensation operating expenses were $90.8 million, compared to $84.6 million in the third quarter of 2011 and $91.2 million in the second quarter of 2012.

Non-compensation operating expenses as a percentage of net revenues for the quarter ended September 30, 2012 was 22% compared with 25% in the third quarter of 2011 and 24% in the second quarter of 2012. The lower ratio in the third quarter of 2012 was driven by the impact of higher revenues.

Provision for Income Taxes

The effective income tax rate for the quarter ended September 30, 2012 was 39% compared with 43% in the third quarter of 2011 and 40% in the second quarter of 2012.

3

Statement of Financial Condition (Unaudited)

Total assets increased 24% to $6.1 billion as of September 30, 2012 from $4.9 billion as of September 30, 2011. The increase is primarily attributable to growth of Stifel Bank, the Company’s bank subsidiary, which as of September 30, 2012 has grown its assets to $3.2 billion from $2.3 billion as of September 30, 2011. As of September 30, 2012, Stifel Bank’s investment portfolio of $2.1 billion has increased 45% from September 30, 2011, with more than 99% of the investment portfolio comprised of investment grade securities, of which more than 71% were Government-Sponsored Enterprise guaranteed MBS or AAA-rated investments. The Company’s broker-dealer subsidiary’s gross assets and liabilities, including trading inventory, stock loan/borrow, receivables and payables from/to brokers, dealers and clearing organizations and clients, fluctuate with business levels and overall market conditions.

Total stockholders’ equity as of September 30, 2012 increased $165.4 million, or 13%, to $1.427 billion from $1.262 billion as of September 30, 2011. Book value per share was $26.62 as of September 30, 2012. The Company repurchased $9.1 million, or 0.3 million shares, of its common stock pursuant to existing Board repurchase authorizations during the nine months ended September 30, 2012.

As of September 30, 2012, the Company reported total securities owned and investments at fair value of $2.4 billion, which included securities categorized as Level 3 of $214.5 million. The Company’s Level 3 assets include auction rate securities with a fair value of $162.8 million, and private equity and other fixed income securities with a fair value $51.7 million as of September 30, 2012.

Conference Call Information

Stifel Financial Corp. will host its third quarter 2012 financial results conference call on Monday, November 5, 2012, at 8:30 a.m. Eastern time. The conference call may include forward-looking statements.

All interested parties are invited to listen to the Company’s Chairman, President, and CEO, Ronald J. Kruszewski, by dialing (800) 651-2240 and referencing conference ID #64728788. A live audio webcast of the call, as well as a presentation highlighting the Company’s results, will be available through the Company’s web site, www.stifel.com. For those who cannot listen to the live broadcast, a replay of the broadcast will be available through the above-referenced web site beginning approximately one hour following the completion of the call.

Company Information

Stifel Financial Corp. (NYSE: SF) is a financial services holding company headquartered in St. Louis, Missouri that conducts its banking, securities, and financial services business through several wholly owned subsidiaries. Stifel clients are served through Stifel, Nicolaus & Company, Incorporated in the U.S., through Stifel Nicolaus Canada Inc. in Canada, and through Stifel Nicolaus Europe Limited in the United Kingdom and Europe. The Company’s broker-dealer affiliates provide securities brokerage, investment banking, trading, investment advisory, and related financial services to individual investors, professional money managers, businesses, and municipalities. Stifel Bank & Trust offers a full range of consumer and commercial lending solutions. Stifel Trust Company, N.A. offers trust and related services. To learn more about Stifel Financial, please visit the Company’s web site at www.stifel.com.

Forward-Looking Statements

This earnings release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this earnings release not dealing with historical results are forward-looking and are based on various assumptions. The forward-looking statements in this earnings release are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things, the following possibilities: the ability to successfully integrate acquired companies or the branch offices and financial advisors; a material adverse change in financial condition; the risk of borrower, depositor, and other customer attrition; a change in general business and economic conditions; changes in the interest rate environment, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation and regulation; other economic, competitive, governmental, regulatory, geopolitical, and technological factors affecting the companies’ operations, pricing, and services; and other risk factors referred to from time to time in filings made by Stifel Financial Corp. with the Securities and Exchange Commission. Forward-looking statements speak only as to the date they are made. Stifel Financial Corp. disclaims any intent or obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

4

Summary Results of Operations (Unaudited)

	Three Months Ended												Nine Months Ended
(in thousands, except per share amounts)	9/30/12		9/30/11		% Change			6/30/12		% Change			9/30/12		9/30/11		% Change
Revenues:
Commissions	$	127,966	$	143,243		(10.7	)	$	127,427		0.4		$	378,696	$	437,344		(13.4	)
Principal transactions		102,979		76,650		34.4			91,564		12.5			310,776		249,250		24.7
Investment banking		72,938		37,673		93.6			67,363		8.3			210,739		143,509		46.8
Asset management and service fees		62,881		58,253		7.9			65,311		(3.7	)		189,010		172,914		9.3
Other income		31,922		540		*			5,418		489.2			50,634		11,352		346.0
Operating revenues		398,686		316,359		26.0			357,083		11.7			1,139,855		1,014,369		12.4
Interest revenue		27,306		24,161		13.0			27,181		0.5			79,744		64,246		24.1
Total revenues		425,992		340,520		25.1			384,264		10.9			1,219,599		1,078,615		13.1
Interest expense		5,912		6,306		(6.2	)		9,857		(40.0	)		24,779		18,931		30.9
Net revenues		420,080		334,214		25.7			374,407		12.2			1,194,820		1,059,684		12.8
Non-interest expenses:
Compensation and benefits		267,652		210,573		27.1			239,374		11.8			761,730		671,678		13.4
Occupancy and equipment rental		33,061		30,914		6.9			32,320		2.3			96,172		89,962		6.9
Communications and office supplies		19,976		18,838		6.0			20,797		(3.9	)		61,146		56,198		8.8
Commission and floor brokerage		8,031		7,400		8.5			7,747		3.7			23,390		20,943		11.7
Other operating expenses		29,683		27,466		8.1			30,295		(2.0	)		87,577		127,321		(31.2	)
Total non-interest expenses		358,403		295,191		21.4			330,533		8.4			1,030,015		966,102		6.6
Income before income taxes		61,677		39,023		58.1			43,874		40.6			164,805		93,582		76.1
Provision for income taxes		23,967		16,719		43.4			17,738		35.1			66,186		36,464		81.5
Net income	$	37,710	$	22,304		69.1		$	26,136		44.3		$	98,619	$	57,118		72.7
Earnings per share:
Basic	$	0.70	$	0.43		62.8		$	0.49		42.9		$	1.84	$	1.09		68.8
Diluted	$	0.60	$	0.35		71.4		$	0.42		42.9		$	1.57	$	0.90		74.4
Weighted average number of common shares outstanding:
Basic		53,601		52,367		2.4			53,569		0.1			53,471		52,610		1.6
Diluted		63,054		63,152		(0.2	)		62,678		0.6			62,817		63,174		(0.6	)

* Percentage not meaningful.

(in thousands, except per share, employee and location amounts)

	9/30/12		9/30/11		% Change		6/30/12		% Change
Statistical Information:
Book value per share	$	26.62	$	24.48		8.7	$	25.63		3.9
Financial advisors 4		2,042		1,961		4.1		2,028		0.7
Full-time associates		5,266		4,942		6.6		5,196		1.3
Locations		338		313		8.0		332		1.8
Total client assets 5	$	136,015,000	$	110,797,000		22.8	$	131,026,000		3.8

⁴  Includes 154, 160 and 156 independent contractors at September 30, 2012 and 2011 and June 30, 2012, respectively.

⁵  Includes money market and FDIC-insured balances. Prior period amounts have been adjusted to conform to the current period presentation.

5

Global Wealth Management Summary Results of Operations (Unaudited)

	Three Months Ended												Nine Months Ended
(in 000s)	9/30/12		9/30/11		% Change			6/30/12		% Change			9/30/12		9/30/11		% Change
Revenues:
Commissions	$	89,393	$	92,029		(2.9	)	$	88,423		1.1		$	268,839	$	287,384		(6.5	)
Principal transactions		58,801		48,836		20.4			55,628		5.7			173,474		156,262		11.0
Asset management and service fees		62,871		58,007		8.4			65,169		(3.5	)		188,626		172,354		9.4
Net interest		22,283		15,016		48.4			18,233		22.2			58,163		39,586		46.9
Investment banking		13,347		3,737		257.2			8,531		56.5			34,348		16,460		108.7
Other income		5,033		1,873		168.7			4,045		24.4			16,655		11,543		44.3
Net revenues		251,728		219,498		14.7			240,029		4.9			740,105		683,589		8.3
Non-interest expenses:
Compensation and benefits		146,882		128,244		14.5			140,984		4.2			431,623		403,782		6.9
Non-compensation operating expenses		36,476		35,642		2.3			37,692		(3.2	)		109,581		107,297		2.1
Total non-interest expenses		183,358		163,886		11.9			178,676		2.6			541,204		511,079		5.9
Income before income taxes	$	65,921	$	55,612		22.9		$	61,353		11.4		$	198,901	$	172,510		15.3
As a percentage of net revenues:
Compensation and benefits		58.3		58.4					58.7					58.3		59.1
Non-compensation operating expenses		14.5		16.3					15.7					14.8		15.7
Income before income taxes		27.2		25.3					25.6					26.9		25.2

Stifel Bank & Trust (Unaudited)

Key Statistical Information

(in 000s, except percentages)	9/30/12			9/30/11			% Change		6/30/12			% Change
Other information:
Assets	$	3,228,021		$	2,311,371			39.7	$	3,058,971			5.5
Investment securities		2,133,494			1,470,812			45.1		1,849,622			15.3
Retained loans, net		746,120			567,341			31.5		709,079			5.2
Loans held for sale		209,358			114,452			82.9		117,166			78.7
Deposits		2,923,671			2,120,763			37.9		2,776,684			5.3
Allowance as a percentage of loans		0.85	%		0.67	%				0.88	%
Non-performing assets as a percentage of total assets		0.07	%		0.08	%				0.08	%

6

Institutional Group Summary Results of Operations (Unaudited)

	Three Months Ended												Nine Months Ended
(in 000s)	9/30/12		9/30/11		% Change			6/30/12		% Change			9/30/12		9/30/11		% Change
Revenues:
Commissions	$	38,574	$	51,214		(24.7	)	$	39,004		(1.1	)	$	109,858	$	149,960		(26.7	)
Principal transactions		44,178		27,815		58.8			35,936		22.9			137,302		92,988		47.7
Capital raising		32,386		21,436		51.1			32,202		0.6			106,951		80,654		32.6
Advisory fees		27,205		12,500		117.6			26,630		2.2			69,440		46,395		49.7
Investment banking		59,591		33,936		75.6			58,832		1.3			176,391		127,049		38.8
Other 6		27,336		294		*			1,525		*			29,929		3,171		*
Net revenues		169,679		113,259		49.8			135,297		25.4			453,480		373,168		21.5
Non-interest expenses:
Compensation and benefits		104,913		74,813		40.2			84,754		23.8			283,691		234,006		21.2
Non-compensation operating expenses		31,339		29,294		7.0			32,997		(5.0	)		95,112		86,666		9.7
Total non-interest expenses		136,252		104,107		30.9			117,751		15.7			378,803		320,672		18.1
Income before income taxes	$	33,427	$	9,152		265.2		$	17,546		90.5		$	74,677	$	52,496		42.3
As a percentage of net revenues:
Compensation and benefits		61.8		66.0					62.6					62.6		62.7
Non-compensation operating expenses		18.5		25.9					24.4					20.9		23.2
Income before income taxes		19.7		8.1					13.0					16.5		14.1

* Percentage not meaningful.

Institutional Group Brokerage & Investment Banking Revenues (Unaudited)

	Three Months Ended												Nine Months Ended
(in 000s)	9/30/12		9/30/11		% Change			6/30/12		% Change			9/30/12		9/30/11		% Change
Institutional brokerage:
Equity	$	37,956	$	47,185		(19.6	)	$	38,466		(1.3	)	$	120,594	$	141,278		(14.6	)
Fixed income		44,796		31,844		40.7			36,474		22.8			126,566		101,670		24.5
Institutional brokerage		82,752		79,029		4.7			74,940		10.4			247,160		242,948		1.7
Investment banking:
Capital raising:
Equity		17,527		16,382		7.0			17,651		(0.7	)		66,728		67,386		(1.0	)
Fixed income		14,859		5,054		194.0			14,551		2.1			40,223		13,268		203.2
Capital raising		32,386		21,436		51.1			32,202		0.6			106,951		80,654		32.6
Advisory fees		27,205		12,500		117.6			26,630		2.2			69,440		46,395		49.7
Investment banking	$	59,591	$	33,936		75.6		$	58,832		1.3		$	176,391	$	127,049		38.8

Investor Relations Contact

Sarah Anderson, (415) 364-2500, investorrelations@stifel.com

⁶  Includes net interest and other income. Other income for the three and nine months ended September 30, 2012 include $25.6 million in realized and unrealized gains recognized on the Company’s investment in Knight Capital Group, Inc.

7

EX-99.2

3

rd

Quarter

2012

Financial Results Presentation

November 5, 2012

Exhibit 99.2

1

Disclaimer

This presentation may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that

involve significant risks, assumptions, and uncertainties, including statements relating to the market opportunity and future business

prospects of Stifel Financial Corp., as well as Stifel, Nicolaus & Company, Incorporated and its subsidiaries (collectively, “SF” or the

“Company”).  These statements can be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,”

“estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” and similar expressions.  In particular, these statements may refer to our

goals, intentions, and expectations, our business plans and growth strategies, our ability to integrate and manage our acquired businesses,

estimates of our risks and future costs and benefits, and forecasted demographic and economic trends relating to our industry.

You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made.  We will not

update these forward-looking statements, even though our situation may change in the future, unless we are obligated to do so under federal

securities laws.  

Actual results may differ materially and reported results should not be considered as an indication of future performance.  Factors that could

cause actual results to differ are included in the Company’s annual and quarterly reports and from time to time in other reports filed by the

Company with the Securities and Exchange Commission and include, among other things, changes in general economic and business

conditions, actions of competitors, regulatory and legal actions, changes in legislation, and technology changes.

The company utilized non-GAAP calculations of presented net revenues, compensation and benefits, non-compensation operating expenses,

income before income taxes, provision for income taxes, net income, compensation and non-compensation operating expense ratios, pre-tax

margin and diluted earnings per share as an additional measure to aid in understanding and analyzing the company’s financial results for the

nine months ended September 30, 2012. Specifically, the company believes that the non-GAAP measures provide useful information by

excluding certain items that may not be indicative of the company’s core operating results and business outlook. The company believes that

these non-GAAP measures will allow for a better evaluation of the operating performance of the business and facilitate a meaningful

comparison of the company’s results in the current period to those in prior periods and future periods. Reference to these non-GAAP

measures should not be considered as a substitute for results that are presented in a manner consistent with GAAP. These non-GAAP

measures are provided to enhance investors' overall understanding of the company’s financial performance.

Forward-Looking Statements

Use

of

Non-GAAP

Financial

Measures

2

Chairman’s Comments

“I am pleased with our third quarter results, which included

record net revenues, as well as with our record net revenues and

net income for the first nine months of 2012. Our results highlight

the soundness of our balanced business model, particularly

against a challenging economic backdrop. In the quarter, both the

Global Wealth Management and Institutional Group segments

performed well. We continue to invest in businesses that expand

our client services, and which we believe will return shareholder

value. Opportunities drive our growth. Today’s announcement of

our merger with KBW furthers our goal of creating the premier

middle-market investment bank with a specialized focus on the

financial services industry.”

Financial

Financial

Results

Results

4

Stifel Financial Corp. Results

Three months ended September 30, 2012

($ in thousands, except per share amounts)

9/30/12

(1)

9/30/11

% Change

6/30/12

% Change

Net revenues

420,080

$      

334,214

$      

25.7%

374,407

$   

12.2%

Compensation and benefits

267,652

210,573

27.1%

239,374

11.8%

Non-comp operating expenses

90,751

84,618

7.2%

91,159

(0.4%)

Total non-interest expenses

358,403

295,191

21.4%

330,533

8.4%

Income before income taxes

61,677

39,023

58.1%

43,874

40.6%

Provision for income taxes

23,967

16,719

43.4%

17,738

35.1%

Net income

37,710

$        

22,304

$        

69.1%

26,136

$     

44.3%

Earnings per share:

Diluted

0.60

$             

0.35

$             

71.4%

0.42

$          

42.9%

Weighted average number of shares outstanding:

Diluted

63,054

63,152

(0.2%)

62,678

0.6%

Ratios to net revenues:

Compensation and benefits

63.7%

63.0%

63.9%

Non-comp operating expenses

21.6%

25.3%

24.4%

Income before income taxes

14.7%

11.7%

11.7%

Three Months Ended

(1)

Results for the three months ended September 30, 2012 include realized and unrealized gains  on the Company's

investment in Knight Capital Group  Inc. of  $25.6 million. The after-tax impact was $0.09 per diluted share.

5

Stifel Financial Corp. Results

Nine months ended September 30, 2012

($ in thousands, except per share amounts)

9/30/12

(1)

9/30/11

% Change

Net revenues

1,194,820

$  

1,059,684

$      

12.8%

Compensation and benefits

761,730

671,678

13.4%

Non-comp operating expenses

268,285

294,424

(8.9%)

Total non-interest expenses

1,030,015

966,102

6.6%

Income before income taxes

164,805

93,582

76.1%

Provision for income taxes

66,186

36,464

81.5%

Net income

98,619

$        

57,118

$            

72.7%

Earnings per share

:

Diluted

(2)

1.57

$             

0.90

$                  

74.4%

Weighted average number of shares outstanding:

Diluted

62,817

63,174

(0.6%)

Ratios to net revenues

:

Compensation and benefits

63.8%

63.4%

Non-comp operating expenses

22.4%

27.8%

Income before income taxes

13.8%

8.8%

Nine Months Ended

(1)

Results for the nine months ended September 30, 2012 include realized and unrealized gains on the Company's investment

in Knight Capital Group, Inc.  of  $25.6 million. The after-tax impact was $0.09 per diluted share.

(2)

Results for the nine months ended September 30, 2011 include previously disclosed litigation-related charges and merger-

related expenses of  $0.47 per diluted share after-tax.

6

Source of Revenues

($ in thousands)

9/30/12

9/30/11

%

Change

6/30/12

% Change

9/30/12

9/30/11

%

Change

Commissions

127,966

$  

143,243

$  

(10.7%)

127,427

$  

0.4%

378,696

$      

437,344

$      

(13.4%)

Principal transactions

102,979

76,650

34.3%

91,564

12.5%

310,776

249,250

24.7%

Capital raising

45,733

25,254

81.1%

40,733

12.3%

141,299

97,301

45.2%

Advisory

27,205

12,419

119.1%

26,630

2.2%

69,440

46,208

50.3%

Investment banking

72,938

37,673

93.6%

67,363

8.3%

210,739

143,509

46.8%

Asset mgt and service fees

62,881

58,253

7.9%

65,311

(3.7%)

189,010

172,914

9.3%

Other

(1)

31,922

540

*

5,418

489.2%

50,634

11,352

346.0%

Total operating revenues

398,686

316,359

26.0%

357,083

11.7%

1,139,855

1,014,369

12.4%

Interest revenue

27,306

24,161

13.0%

27,181

0.5%

79,744

64,246

24.1%

Total revenues

425,992

340,520

25.1%

384,264

10.9%

1,219,599

1,078,615

13.1%

Interest expense

5,912

6,306

(6.2%)

9,857

(40.0%)

24,779

18,931

30.9%

Net revenues

420,080

$  

334,214

$  

25.7%

374,407

$  

12.2%

1,194,820

$  

1,059,684

$  

12.8%

* Percentage not meaningful.

Quarter Ended

Nine Months Ended

(1)

Results for the three and nine months ended September 30, 2012 include $25.6 million in realized and unrealized gains on the Company's

investment in Knight Capital Group, Inc.

7

Brokerage Revenues

($ in thousands)

9/30/12

9/30/11

%

Change

6/30/12

%

Change

9/30/12

9/30/11

%

Change

Principal transactions:

Taxable debt

55,908

$    

41,871

$    

33.5%

47,831

$    

16.9%

165,172

$  

136,310

$    

21.2%

Municipal debt

24,412

19,335

26.3%

23,851

2.4%

70,089

57,722

21.4%

Equities

10,959

6,397

71.3%

8,463

29.5%

40,530

26,916

50.6%

Other

11,700

9,047

29.3%

11,419

2.5%

34,985

28,302

23.6%

Total principal transactions

102,979

$  

76,650

$    

34.3%

91,564

$    

12.5%

310,776

$  

249,250

$    

24.7%

Commissions

127,966

143,243

(10.7%)

127,427

0.4%

378,696

437,344

(13.4%)

Total brokerage revenues

230,945

$  

219,893

$  

5.0%

218,991

$  

5.5%

689,472

$  

686,594

$    

0.4%

Nine Months Ended

Quarter Ended

8

Non-Interest Expenses

Three months ended September 30, 2012

($ in thousands)

9/30/12

9/30/11

% Change

6/30/12

% Change

9/30/12

9/30/11

6/30/12

Compensation and benefits

247,964

193,818

27.9%

219,004

13.2%

59.0%

58.0%

58.5%

Transitional pay

(1)

19,688

16,755

17.5%

20,370

(3.3%)

4.7%

5.0%

5.4%

Total compensation and benefits

267,652

210,573

27.1%

239,374

11.8%

63.7%

63.0%

63.9%

Occupancy and equipment rental

33,061

30,914

6.9%

32,320

2.3%

7.9%

9.2%

8.6%

Communication and office supplies

19,976

18,838

6.0%

20,797

(3.9%)

4.8%

5.6%

5.6%

Commissions and floor brokerage

8,031

7,400

8.5%

7,747

3.7%

1.9%

2.2%

2.1%

Other operating expenses

29,683

27,466

8.1%

30,295

(2.0%)

7.1%

8.1%

8.1%

Total non-comp operating expenses

90,751

84,618

7.2%

91,159

(0.4%)

21.7%

25.3%

24.3%

Total non-interest expense

358,403

295,191

21.4%

330,533

8.4%

85.3%

88.3%

88.3%

Quarter Ended

% of Net revenues

(1)

Transition pay includes amortization of upfront notes, signing bonuses and retention awards.

9

Non-Interest Expenses

Nine months ended September 30, 2012

($ in thousands)

9/30/12

9/30/11

% Change

9/30/12

9/30/11

Compensation and benefits

703,300

618,556

13.7%

58.9%

58.5%

Transitional pay

(1)

58,430

53,122

10.0%

4.9%

5.0%

Total compensation and benefits

761,730

671,678

13.4%

63.8%

63.4%

Occupancy and equipment rental

96,172

89,962

6.9%

8.0%

8.5%

Communication and office supplies

61,146

56,198

8.8%

5.1%

5.3%

Commissions and floor brokerage

23,390

20,943

11.7%

2.0%

2.0%

Other operating expenses

(2)

87,577

127,321

(31.2%)

7.3%

12.0%

Total non-comp operating expenses

268,285

294,424

(8.9%)

22.5%

27.8%

Total non-interest expense

1,030,015

966,102

6.6%

86.2%

91.2%

Nine Months Ended

% of Net revenues

(2)

Results for the nine months ended September 30, 2011 include litigation-related charges and merger-related expenses of $29.4 million after-tax.

(1)

Transition pay includes amortization of upfront notes, signing bonuses and retention awards.

10

Segment Comparison

($ in thousands)

9/30/12

9/30/11

%

Change

6/30/12

%

Change

9/30/12

9/30/11

%

Change

Net revenues:

Global Wealth Management

251,728

$ 

219,489

$ 

14.7%

240,029

$ 

4.9%

740,105

$    

683,589

$    

8.3%

Institutional Group

(1)

169,679

113,259

49.8%

135,297

25.4%

453,480

373,168

21.5%

Other

(1,327)

1,457

(191.1%)

(919)

(44.4%)

1,235

2,927

(57.8%)

420,080

$ 

334,205

$ 

25.7%

374,407

$ 

12.2%

1,194,820

$ 

1,059,684

$ 

12.8%

Operating contribution:

Global Wealth Management

68,370

$   

55,612

$   

22.9%

61,353

$   

11.4%

198,901

$    

172,510

$    

15.3%

Institutional Group

(1)

33,427

9,152

265.2%

17,546

90.5%

74,677

52,496

42.3%

Other

(2)

(40,120)

(25,741)

55.9%

(35,025)

14.5%

(108,773)

(131,424)

(17.2%)

61,677

$   

39,023

$   

58.1%

43,874

$   

40.6%

164,805

$    

93,582

$      

76.1%

Nine Months Ended

Quarter Ended

(2)

Results for the nine months ended September 30, 2011 include litigation-related charges and merger-related expenses of  $47.5 million pre-tax.

(1)

Results for the three and nine months ended September 30, 2012 include $25.6 million in realized and unrealized gains recognized on the

Company's investment in Knight Capital Group, Inc.

11

Global Wealth Management

($ in thousands)

9/30/12

9/30/11

% Change

6/30/12

% Change

9/30/12

9/30/11

% Change

Commissions

89,393

$    

92,029

$    

(2.9%)

88,423

$    

1.1%

268,839

$  

287,384

$  

(6.5%)

Principal transactions

58,801

48,836

20.4%

55,628

5.7%

173,474

156,262

11.0%

Asset management & service fees

62,871

58,007

8.4%

65,169

(3.5%)

188,626

172,354

9.4%

Net interest

22,283

15,016

48.4%

18,233

22.2%

58,163

39,586

46.9%

Investment banking

13,347

3,737

257.2%

8,531

56.5%

34,348

16,460

108.7%

Other income

5,033

1,873

168.7%

4,045

24.4%

16,655

11,543

44.3%

Net revenues

251,728

219,498

14.7%

240,029

4.9%

740,105

683,589

8.3%

Compensation and benefits

146,882

128,244

14.5%

140,984

4.2%

431,623

403,782

6.9%

Non-comp operating expenses

36,476

35,642

2.3%

37,692

(3.2%)

109,581

107,297

2.1%

Total non-interest expenses

183,358

163,886

11.9%

178,676

2.6%

541,204

511,079

5.9%

Income before income taxes

68,370

$    

55,612

$    

22.9%

61,353

$    

11.4%

198,901

$  

172,510

$  

15.3%

Ratios to net revenues

:

Compensation and benefits

58.3%

58.4%

58.7%

58.3%

59.1%

Non-comp operating expenses

14.5%

16.3%

15.7%

14.8%

15.7%

Income before income taxes

27.2%

25.3%

25.6%

26.9%

25.2%

Quarter Ended

Nine Months Ended

12

Stifel Bank & Trust

(an operating unit of GWM)

% Change

% Change

(in 000s, except percentages)

Net revenues

$

19,862

$

17,584

13.0

$

18,997

4.6

Income before income taxes

18,063

13,240

36.4

14,769

22.3

As of

9/30/12

9/30/11

% Change

6/30/12

% Change

Assets

$

3,228,021

$

2,311,371

39.7

$

3,058,971

5.5

Investment securities

2,133,494

1,470,812

45.1

1,849,622

15.3

Retained loans, net

746,120

567,341

31.5

709,079

5.2

Loans held for sale

209,358

114,452

82.9

117,166

78.7

Deposits

2,923,671

2,120,763

37.9

2,776,684

5.3

Allowance as a percentage of loans

0.85

%

0.67

%

0.88

%

Non-performing assets as a percentage of total

assets

0.07

%

0.08

%

0.08

%

As of

For the Three Months Ended

9/30/12

9/30/11

6/30/12

13

Institutional Group

($ in thousands)

9/30/12

9/30/11

% Change

6/30/12

% Change

9/30/12

9/30/11

% Change

Commissions

38,574

$    

51,214

$    

(24.7%)

39,004

$    

(1.1%)

109,858

$  

149,960

$  

(26.7%)

Principal transactions

44,178

27,815

58.8%

35,936

22.9%

137,302

92,988

47.7%

Investment banking

59,591

33,936

75.6%

58,832

1.3%

176,391

127,049

38.8%

Other

(1)

27,336

294

*

1,525

*

29,929

3,171

*

Net revenues

169,679

113,259

49.8%

135,297

25.4%

453,480

373,168

21.5%

Compensation and benefits

104,913

74,813

40.2%

84,754

23.8%

283,691

234,006

21.2%

Non-comp operating expenses

31,339

29,294

7.0%

32,997

(5.0%)

95,112

86,666

9.7%

Total non-interest expenses

136,252

104,107

30.9%

117,751

15.7%

378,803

320,672

18.1%

Income before income taxes

33,427

$    

9,152

$      

265.2%

17,546

$    

90.5%

74,677

$    

52,496

$    

42.3%

Ratios to net revenues

:

Compensation and benefits

61.8%

66.0%

62.6%

62.6%

62.7%

Non-comp operating expenses

18.5%

25.9%

24.4%

20.9%

23.2%

Income before income taxes

19.7%

8.1%

13.0%

16.5%

14.1%

* Percentage not meaningful.

Quarter Ended

Nine Months Ended

(1)

Includes net interest and other income. Other income for the three and nine months ended September 30, 2012 includes $25.6 million pre-tax in

realized and unrealized gains recognized on the Company's investment in Knight Capital Group, Inc.

14

Institutional Group Revenues

($ in thousands)

9/30/12

9/30/11

% Change

6/30/12

% Change

9/30/12

9/30/11

% Change

Institutional brokerage:

Equity

37,956

$   

47,185

$   

(19.6%)

38,466

$   

(1.3%)

120,594

$ 

141,278

$ 

(14.6%)

Fixed income

44,796

31,844

40.7%

36,474

22.8%

126,566

101,670

24.5%

82,752

79,029

4.7%

74,940

10.4%

247,160

242,948

1.7%

Investment Banking:

Capital raising

Equity

17,527

16,382

7.0%

17,651

(0.7%)

66,728

67,386

(1.0%)

Fixed income

14,859

5,054

194.0%

14,551

2.1%

40,223

13,268

203.2%

32,386

21,436

51.1%

32,202

0.6%

106,951

80,654

32.6%

Advisory fees

27,205

12,500

117.6%

26,630

2.2%

69,440

46,395

49.7%

Investment banking

59,591

33,936

75.6%

58,832

1.3%

176,391

127,049

38.8%

Other

(1)

27,336

294

*

1,525

*

29,929

3,171

*

Total net revenue

169,679

$ 

113,259

$ 

49.8%

135,297

$ 

25.4%

453,480

$ 

373,168

$ 

21.5%

* Percentage not meaningful.

Nine Months Ended

Quarter Ended

(1)

Includes net interest and other income. Other income for the three and nine months ended September 30, 2012 includes

$25.6

million

pre-tax

in

realized

and

unrealized

gains

recognized

on

the

Company's

investment

in

Knight

Capital

Group,

Inc.

Financial

Financial

Condition

Condition

16

Capital Structure

As of September 30, 2012

(in thousands, except ratios)

($ in thousands)

Total Assets

6,139,530

$ 

Stockholders' Equity

1,427,124

$ 

Debentures to Stifel Financial Capital Trusts II, III, & IV

82,500

$      

6.70% Senior Notes due 2022

175,000

$    

Total Capitalization

1,684,624

$ 

Ratios:

Debt to Equity

(1)

18.0%

Leverage Ratio

(2)

3.6x

Equity Capitalization

(3)

4.3x

(1)

Debt to equity ratio includes the debentures to Stifel Financial Capital Trusts ($82.5m) and Senior Notes ($175.0m) divided by stockholders’ equity.

(2)

Leverage ratio = total assets divided by total capitalization.

(3)

Equity capitalization = total assets divided by stockholders’ equity.

17

Other Financial Data

Total assets (000s):

Stifel Nicolaus & Stifel Financial

Stifel Bank

Total assets

Total shareholders' equity (000s):

Stifel Nicolaus & Stifel Financial

Stifel Bank

Total shareholders' equity

Leverage ratio:

Stifel Nicolaus & Stifel Financial

Stifel Bank

Total leverage ratio

Book value per share

Financial advisors

(1)

Full-time associates

Locations

Total client assets (000s)

(2)

(1)

Includes 154, 160 and 156 independent contractors as of September 30, 2012 and 2011 and June 30, 2012, respectively.

(2)

Includes money market and FDIC-insured balances. Prior period amounts have been adjusted to conform to the current period presentation.

As of

9/30/12

9/30/11

% Change

6/30/12

% Change

2,911,509

$         

2,630,993

$      

10.7%

3,079,564

$      

(5.5%)

3,228,021

2,311,371

39.7%

3,058,971

5.5%

6,139,530

$         

4,942,364

$      

24.2%

6,138,535

$      

0.0%

1,176,935

$         

1,086,832

$      

8.3%

1,140,188

$      

3.2%

250,189

174,919

43.0%

231,657

8.0%

1,427,124

$         

1,261,751

$      

13.1%

1,371,845

$      

4.0%

2.0

2.2

0.0%

2.2

10.0%

12.9

13.2

(2.5%)

13.2

0.0%

3.6

3.7

(0.8%)

3.8

11.8%

26.62

$                  

24.48

$              

8.7%

25.63

$              

3.9%

2,042

1,961

4.1%

2,028

0.7%

5,266

4,942

6.6%

5,196

1.3%

338

313

8.0%

332

1.8%

136,015,000

$    

110,797,000

$ 

22.8%

131,026,000

$ 

3.8%

As of

18

Level 3 Assets

($ in thousands)

9/30/12

12/31/11

Auction Rate Securities (ARS)

(1)

162,761

$       

181,801

$       

Stifel Bank & Trust Investments

11,529

12,000

Trading Securities

3,471

3,742

Other Investments

(2)

36,717

37,033

Level 3 assets (excluding ARS)

51,717

52,775

Total Level 3 assets

214,478

$       

234,576

$       

Percentage of Equity

15.0%

18.0%

Percentage of Equity (excluding ARS)

3.6%

4.1%

(1)

Includes $84.1 million and $66.9 million, respectively, of ARS held at Stifel Bank & Trust.

(2)

Includes $30.0 million and $30.2 million, respectively, of investments held by TWPG subsidiaries.

Carrying Value

2012

2012

Investments

Investments

20

2012 Legacy Business vs. Investments

¹As of October 31, 2012.

2

Legacy revenues and expense s exclude new business and investments.

3

Legacy provision for income taxes is calculated using the tax rate for the nine month period 2012 of 40.2%.

2012 Investments include hiring 132 financial advisors and 65 fixed income sales and trading professionals

YTD   .

($ in thousands, except per share amounts)

Legacy

2

Investments

Total

9m2012

Q3

Q2

Q1

Net revenues

1,165,461

29,359

1,194,820

29,359

15,131

9,227

5,001

Compensation and benefits

732,609

29,121

761,730

29,121

11,603

10,013

7,505

Non-compensation operating expenses

252,305

15,980

268,285

15,980

5,104

5,844

5,032

Total non-interest expenses

984,914

45,101

1,030,015

45,101

16,707

15,857

12,537

Income before income taxes

180,547

(15,742)

164,805

(15,742)

(1,576)

(6,630)

(7,536)

Provision

for

income

taxes

3

72,508

(6,322)

66,186

(6,322)

(523)

(2,685)

(3,114)

Net income

108,039

(9,420)

98,619

(9,420)

(1,053)

(3,945)

(4,422)

Earnings per share

1.72

$           

(0.15)

$          

1.57

$           

(0.15)

$        

(0.02)

$        

(0.06)

$        

(0.07)

$        

Ratios to net revenues:

Compensation and benefits

62.9

63.8

Non-compensation operating expenses

21.6

22.5

Income before income taxes

15.5

13.8

As Reported

9M2012

Investments -

2012 Comparision

1

Q&A

Q&A