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): May 9, 2013

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 May 9, 2013, Stifel Financial Corp. (“Stifel”) reported its financial results for the three months ended March 31, 2013. A copy of the related press release is attached hereto as Exhibit 99.1.

Stifel will hold a conference call on Thursday, May 9, 2013, at 5:00 p.m. Eastern time. A live audio webcast of the call, as well as a presentation highlighting the company’s results, will be available through Stifel’s web site, 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 (877) 876-9938 and referencing conference ID #58716630. 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 May 9, 2013.
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: May 9, 2013	By:	/s/ James M. Zemlyak
	Name:	James M. Zemlyak
	Title:	Senior Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release dated May 9, 2013.
99.2	Investor presentation.

4

EX-99.1

Exhibit 99.1

STIFEL REPORTS FIRST QUARTER 2013 FINANCIAL RESULTS, RECORD NET REVENUES

Financial highlights for the three months ended March 31, 2013:

• Record net revenues of $441.8 million.

• Non-GAAP net income of $39.9 million, or $0.58 per diluted share.

• Net income of $14.6 million, or $0.21 per diluted share.

• Stockholders’ equity totaled $1.9 billion and book value per share was $30.13.

ST. LOUIS, May 9, 2013 – Stifel Financial Corp. (NYSE: SF) today reported record net revenues of $441.8 million for the three months ended March 31, 2013. The Company reported non-GAAP net income of $39.9 million, or $0.58 per diluted share. On a GAAP basis, the Company reported net income of $14.6 million, or $0.21 per diluted share for the three months ended March 31, 2013, compared with net income of $34.8 million, or $0.55 per diluted share, on net revenues of $400.3 million for the first quarter of 2012. The Company reported net income of $40.0 million, or $0.63 per diluted share, on net revenues of $417.8 million for the three months ended December 31, 2012. A reconciliation of the Company’s GAAP results to these non-GAAP measures is discussed below under “Non-GAAP Financial Measures.”

Two items significantly impacted GAAP results for the three months ended March 31, 2013:

• A non-cash charge of $19.2 million after-tax ($30.6 million pre-tax), or $0.28 per diluted share, related to expensing stock awards issued in connection with the acquisition of KBW.

• Merger-related expenses of $6.1 million after-tax ($9.7 million pre-tax), or $0.09 per diluted share, related to the previously announced acquisitions of KBW and Miller Buckfire.

“We are pleased with our performance for the quarter, which included record net revenues,” said Ronald J. Kruszewski, Chairman, President and CEO of Stifel.

Kruszewski continued, “While our profitability is clouded by merger-related charges, it is noteworthy that our Global Wealth Management segment posted record revenue and profitability, and our Institutional segment generated record quarterly revenue. As we work through the KBW integration process and the related expense reductions, we expect to continue to report both GAAP and non-GAAP results for the remainder of the year. Looking forward, we are focused on leveraging our new and established businesses to drive growth and profits across the platform. Additionally, we are on track this quarter to complete the acquisition of the U.S. institutional fixed income sales and trading team and hiring of the European team from Knight Capital Group.”

Summary Results of Operations (Unaudited)

	Three Months Ended
(in 000s)	3/31/13		3/31/12		% Change			12/31/12		% Change
Net revenues	$	441,780	$	400,333		10.4		$	417,830		5.7
Net income	$	14,619	$	34,773		(58.0	)	$	39,954		(63.4	)
Non-GAAP net income 1	$	39,884	$	34,773		14.7		$	39,954		(0.2	)
Earnings per share:
Basic	$	0.24	$	0.65		(63.1	)	$	0.74		(67.6	)
Diluted	$	0.21	$	0.55		(61.8	)	$	0.63		(66.7	)
Non-GAAP diluted 1	$	0.58	$	0.55		5.5		$	0.63		(7.9	)
Weighted average number of common shares outstanding:
Basic		60,054		53,243		12.8			53,835		11.6
Diluted		69,189		62,669		10.4			63,301		9.3

¹  A reconciliation of the Company’s GAAP results to these non-GAAP measures is discussed below under “Non-GAAP Financial Measures.”

1

Business Segment Results

Summary Segment Results (Unaudited)

	Three Months Ended
(in 000s)	3/31/13			3/31/12			% Change		12/31/12			% Change
Net revenues:
Global Wealth Management	$	266,957		$	247,608			7.8	$	255,084			4.7
Institutional Group 2		176,437			149,244			18.2		165,056			6.9
Other		(1,614	)		3,481			*		(2,310	)		30.1
	$	441,780		$	400,333			10.4	$	417,830			5.7
Operating contribution:3
Global Wealth Management	$	69,499		$	68,878			0.9	$	69,282			0.3
Institutional Group 2		28,137			24,004			17.2		21,490			30.9
Other		(33,944	)		(33,628	)		0.9		(29,705	)		14.3
	$	63,692		$	59,254			7.5	$	61,067			4.3

* Percentage is not meaningful.

Global Wealth Management

For the quarter ended March 31, 2013, the Global Wealth Management (“GWM”) segment generated pre-tax operating income of $69.5 million, compared with $68.8 million in the first quarter of 2012 and $69.3 million in the fourth quarter of 2012. Net revenues for the quarter were $267.0 million, compared with $247.6 million in the first quarter of 2012, and $255.1 million in the fourth quarter of 2012. The increase in net revenues both from the first quarter and fourth quarter of 2012 is primarily attributable to (1) an increase in commission revenues; (2) growth in asset management and service fees; and (3) increased net interest revenues, offset by (1) a decline in principal transactions revenues; and (2) lower investment banking revenues.

• The Private Client Group reported record net revenues of $243.1 million, a 5% increase compared with both the first quarter and fourth quarter of 2012.

• Stifel Bank reported net revenues of $23.9 million, a 49% increase compared with the first quarter of 2012 and a 6% increase compared with the fourth quarter of 2012.

Institutional Group

For the quarter ended March 31, 2013, the Institutional Group segment generated pre-tax operating income of $28.1 million, compared with $24.0 million in the first quarter of 2012 and $21.5 million in the fourth quarter of 2012. Net revenues for the quarter were $176.4 million, compared with $149.2 million in the first quarter of 2012 and $165.1 million in the fourth quarter of 2012. The increase in net revenues from the first quarter of 2012 was primarily attributable to (1) an increase in advisory fees; (2) the realized and unrealized gains recognized on the Company’s investment in Knight Capital Group; (3) higher equity institutional brokerage revenues; and (4) an increase in fixed income capital raising revenues, offset by (1) a decrease in equity capital raising revenues; and (2) lower fixed income institutional brokerage revenues. The increase in net revenues from the fourth quarter of 2012 was primarily attributable to (1) an increase in equity institutional brokerage revenues; (2) higher equity capital raising revenues; and (3) higher fixed income institutional brokerage revenues, offset by a decline in fixed income capital raising revenues. Net revenue growth, both year-over-year and sequentially, is attributable to the acquisitions of KBW and, to a lesser extent, Miller Buckfire.

²  Results for the three months ended March 31, 2013 and December 31, 2012 includes $2.2 million and $13.4 million, respectively, in realized and unrealized gains recognized on the Company’s investment in Knight Capital Group, Inc.

³  A reconciliation of the Company’s GAAP results to these non-GAAP measures is discussed below under “Non-GAAP Financial Measures.”

2

Institutional brokerage revenues were $97.5 million, an 8% increase compared with the first quarter of 2012 and a 16% increase compared with the fourth quarter of 2012.

• Equity brokerage revenues were $52.0 million, an 18% increase compared with the first quarter of 2012 and a 24% increase compared with the fourth quarter of 2012.

• Fixed income brokerage revenues were $45.5 million, a 1% decrease compared with the first quarter of 2012 and a 7% increase compared with the fourth quarter of 2012.

Investment banking revenues were $67.3 million, a 16% increase compared with the first quarter of 2012 and a 4% increase compared with the fourth quarter of 2012.

• Equity capital raising revenues were $24.4 million, a 23% decrease compared with the first quarter of 2012 and a 23% increase compared with the fourth quarter of 2012.

• Fixed income capital raising revenues were $15.7 million, a 44% increase compared with the first quarter of 2012 and a 15% decrease compared with the fourth quarter of 2012.

• Advisory fee revenues were $27.2 million, a 74% increase compared with the first quarter of 2012 and a 2% increase compared with the fourth quarter of 2012.

Consolidated Compensation and Benefits Expenses

For the quarter ended March 31, 2013, compensation and benefits expenses were $315.7 million, which included $33.8 million related to (1) expensing stock awards issued as retention in connection with the acquisition of KBW of $30.6 million and (2) merger-related expenses of $3.2 million, compared with $254.7 million in the first quarter of 2012 and $262.2 million in the fourth quarter of 2012.

Excluding these expenses, compensation and benefits as a percentage of net revenues was 63.8% in the first quarter of 2013, compared with 63.6% in the first quarter of 2012 and 62.8% in the fourth 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 4.7% in the first quarter of 2013, compared with 4.3% in the first quarter of 2012 and 5.4% in the fourth quarter of 2012.

Consolidated Non-Compensation Operating Expenses

For the quarter ended March 31, 2013, non-compensation operating expenses were $102.7 million, which included $6.6 million of merger-related expenses, compared with $86.4 million in the first quarter of 2012 and $94.6 million in the fourth quarter of 2012.

Excluding the merger-related expenses, non-compensation operating expenses as a percentage of net revenues for the quarter ended March 31, 2013 was 21.8%, compared with 21.6% in the first quarter of 2012 and 22.6% in the fourth quarter of 2012.

Provision for Income Taxes

The effective income tax rate for the quarter ended March 31, 2013 was 37% compared with 41% in the first quarter of 2012 and 35% in the fourth quarter of 2012. The decrease in the effective rate for the three months ended March 31, 2013 from the year-ago quarter is primarily attributable to adjustments to the provision as a result of the Miller Buckfire acquisition.

3

Statement of Financial Condition (Unaudited)

Total assets increased 49% to $8.1 billion as of March 31, 2013 from $5.5 billion as of March 31, 2012. The increase is primarily attributable to growth of Stifel Bank, the Company’s bank subsidiary, which as of March 31, 2013 has grown its assets to $3.8 billion from $2.6 billion as of March 31, 2012. As of March 31, 2013, Stifel Bank’s investment portfolio of $2.4 billion increased 46% from March 31, 2012, 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 increase in total assets from March 31, 2012 is also attributable to the recently completed acquisition of KBW. In addition to the net assets acquired, the Company recognized goodwill of $307.9 million, which is based on preliminary estimates and is subject to change upon the completion of the valuation. 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 March 31, 2013 increased $560.7 million, or 42%, to $1.90 billion from $1.34 billion as of March 31, 2012. Book value per share was $30.13 as of March 31, 2013.

As of March 31, 2013, the Company reported total securities owned and investments at fair value of $3.1 billion, which included securities categorized as Level 3 of $274.6 million. The Company’s Level 3 assets include auction rate securities with a fair value of $166.6 million, private equity and partnership interests with a fair value of $82.3 million, and corporate and municipal securities with a fair value $25.7 million as of March 31, 2013. The acquisition of KBW contributed to the growth in the Company’s level 3 assets. As of March 31, 2013, the KBW entities held Level 3 assets with a fair value of $57.1 million.

4

Non-GAAP Financial Measures

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 additional measures to aid in understanding and analyzing the Company’s financial results for the three months ended March 31, 2013. 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 current financial performance. These non-GAAP amounts exclude compensation expense related to the granting of stock awards with no continuing service requirement issued as retention as part of the acquisition of KBW and certain compensation and non-compensation operating expenses associated with the acquisitions of KBW and Miller Buckfire.

A limitation of utilizing these non-GAAP measures of net revenues, compensation and benefits, non-compensation operating expenses, income before income taxes, provision for income taxes, net income, compensation and non-compensation operating expenses ratios, pre-tax margin and diluted earnings per share is that the GAAP accounting effects of these merger-related charges do in fact reflect the underlying financial results of the Company’s business and these effects should not be ignored in evaluating and analyzing its financial results. Therefore, the Company believes that GAAP measures of 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 and the same respective non-GAAP measures of the Company’s financial performance should be considered together.

The following table provides details with respect to reconciling 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 on a GAAP basis for the three months ended March 31, 2013 to the aforementioned expenses on a non-GAAP basis for the same period.

Reconciliation of GAAP to Non-GAAP Earnings (Unaudited)

	Three Months Ended March 31, 2013
(in 000s, except per share amounts)	GAAP		Merger- related			Non-GAAP
Net revenues	$	441,780	$	8		$	441,788
Non-interest expenses:
Compensation and benefits		315,727		(33,786	)		281,941
Non-compensation operating expenses		102,707		(6,552	)		96,155
Total non-interest expenses		418,434		(40,338	)		378,096
Income before income taxes		23,346		40,346			63,692
Provision for income taxes		8,727		15,081			23,808
Net income	$	14,619	$	25,265		$	39,884
Earnings per share::
Basic	$	0.24	$	0.42		$	0.66
Diluted	$	0.21	$	0.37		$	0.58
As a percentage of net revenues:
Compensation and benefits		71.5					63.8
Non-compensation operating expenses		23.2					21.8
Income before income taxes		5.3					14.4

5

Conference Call Information

Stifel Financial Corp. will host its first quarter 2013 financial results conference call on Thursday, May 9, 2013, at 5:00 p.m. Eastern time. The conference call may include forward-looking statements.

All interested parties are invited to listen to Stifel’s Chairman, President, and CEO, Ronald J. Kruszewski, by dialing (877) 876-9938 and referencing conference ID #58716630. 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, through Stifel Nicolaus Europe Limited in the United Kingdom and Europe, and through Keefe, Bruyette & Woods, Inc. in the U.S. 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, 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.

6

Summary Results of Operations (Unaudited)

	Three Months Ended
(in 000s)	3/31/13		3/31/12		% Change			12/31/12		% Change
Revenues:
Commissions	$	148,648	$	123,303		20.6		$	134,280		10.7
Principal transactions		107,244		116,233		(7.7	)		97,708		9.8
Investment banking		78,379		70,438		11.3			75,846		3.3
Asset management and service fees		68,912		60,818		13.3			68,971		(0.1	)
Other income		20,212		13,294		52.0			19,597		3.1
Operating revenues		423,395		384,086		10.2			396,402		6.8
Interest revenue		29,845		25,257		18.2			30,032		(0.6	)
Total revenues		453,240		409,343		10.7			426,434		6.3
Interest expense		11,460		9,010		27.2			8,604		33.2
Net revenues		441,780		400,333		10.4			417,830		5.7
Non-interest expenses:
Compensation and benefits		315,727		254,704		24.0			262,213		20.4
Occupancy and equipment rental		34,048		30,791		10.6			34,075		(0.1	)
Communication and office supplies		22,979		20,373		12.8			19,795		16.1
Commission and floor brokerage		9,058		7,612		19.0			7,480		21.1
Other operating expenses		36,622		27,599		32.7			33,200		10.3
Total non-interest expenses		418,434		341,079		22.7			356,763		17.3
Income before income taxes		23,346		59,254		(60.6	)		61,067		(61.8	)
Provision for income taxes		8,727		24,481		(64.4	)		21,113		(58.7	)
Net income	$	14,619	$	34,773		(58.0	)	$	39,954		(63.4	)
Earnings per share:
Basic	$	0.24	$	0.65		(63.1	)	$	0.74		(67.6	)
Diluted	$	0.21	$	0.55		(61.8	)	$	0.63		(66.7	)
Weighted average number of common shares outstanding:
Basic		60,054		53,243		12.8			53,835		11.6
Diluted		69,189		62,669		10.4			63,301		9.3
	(in thousands, except per share data, employee and location amounts)
Key statistical information:	3/31/13		3/31/12		% Change			12/31/12		% Change
Book value per share	$	30.13	$	25.07		20.2		$	27.24		10.6
Financial advisors 4		2,063		2,013		2.5			2,041		1.1
Full-time associates		5,680		5,135		10.6			5,343		6.3
Locations		357		326		9.5			340		5.0
Total client assets		147,119,000		130,550,000		12.7			137,855,000		6.7

⁴  Includes 148, 155 and 151 independent contractors at March 31, 2013 and 2012 and December 31, 2012, respectively.

7

Global Wealth Management Segment

Summary Results of Operations (Unaudited)

	Three Months Ended
(in 000s)	3/31/13		3/31/12		% Change			12/31/12		% Change
Revenues:
Commissions	$	102,086	$	91,020		12.2		$	93,045		9.7
Principal transactions		56,307		58,381		(3.6	)		54,747		2.8
Asset management and service fees		68,934		60,586		13.8			68,631		0.4
Net interest		21,486		17,642		21.8			21,195		1.4
Investment banking		11,103		12,402		(10.5	)		10,906		1.8
Other income		7,041		7,577		(7.1	)		6,560		7.3
Net revenues		266,957		247,608		7.8			255,084		4.7
Non-interest expenses:
Compensation and benefits		157,596		143,351		9.9			147,029		7.2
Non-compensation operating expenses		39,862		35,379		12.7			38,773		2.8
Total non-interest expenses		197,458		178,730		10.5			185,802		6.3
Income before income taxes	$	69,499	$	68,878		0.9		$	69,282		0.3
As a percentage of net revenues:
Compensation and benefits		59.0		57.9					57.6
Non-compensation operating expenses		15.0		14.3					15.2
Income before income taxes		26.0		27.8					27.2

Stifel Bank & Trust (Unaudited)

Key Statistical Information

(in 000s, except percentages)	3/31/13			3/31/12			% Change		12/31/12			% Change
Other information:
Assets	$	3,832,281		$	2,611,828			46.7	$	3,652,633			4.9
Investment securities		2,440,146			1,673,866			45.8		2,332,058			4.6
Retained loans, net		886,597			657,081			34.9		822,711			7.8
Loans held for sale		165,698			141,136			17.4		214,531			(22.8	)
Deposits		3,556,568			2,357,912			50.8		3,346,133			6.3
Allowance as a percentage of loans		1.01	%		0.87	%				0.99	%
Non-performing assets as a percentage of total assets		0.04	%		0.11	%				0.06	%

8

Institutional Group Segment

Summary Results of Operations (Unaudited)

	Three Months Ended
(in 000s)	3/31/13		3/31/12		% Change			12/31/12		% Change
Revenues:
Commissions	$	46,562	$	32,283		44.2		$	41,235		12.9
Principal transactions		50,938		57,852		(12.0	)		42,961		18.6
Capital raising		40,095		42,431		(5.5	)		38,296		4.7
Advisory fees		27,180		15,605		74.2			26,644		2.0
Investment banking		67,275		58,036		15.9			64,940		3.6
Other income 5		11,662		1,073		*			15,920		(26.7	)
Net revenues		176,437		149,244		18.2			165,056		6.9
Non-interest expenses:
Compensation and benefits		107,636		94,430		14.0			108,371		(0.7	)
Non-compensation operating expenses		40,664		30,810		32.0			35,195		15.5
Total non-interest expenses		148,300		125,240		18.4			143,566		3.3
Income before income taxes	$	28,137	$	24,004		17.2		$	21,490		30.9
As a percentage of net revenues:
Compensation and benefits		61.0		63.3					65.7
Non-compensation operating expenses		23.1		20.6					21.3
Income before income taxes		15.9		16.1					13.0

* Percentage is not meaningful.

Institutional Group Segment

Institutional Brokerage and Investment Banking Revenues (Unaudited)

	Three Months Ended
(in 000s)	3/31/13		3/31/12		% Change			12/31/12		% Change
Institutional brokerage:
Equity	$	52,000	$	44,171		17.7		$	41,805		24.4
Fixed income		45,500		45,964		(1.0	)		42,391		7.3
Institutional brokerage		97,500		90,135		8.2			84,196		15.8
Investment banking:
Capital raising:
Equity		24,380		31,550		(22.7	)		19,830		22.9
Fixed income		15,715		10,881		44.4			18,466		(14.9	)
Capital raising		40,095		42,431		(5.5	)		38,296		4.7
Advisory fees		27,180		15,605		74.2			26,644		2.0
Investment banking	$	67,275	$	58,036		15.9		$	64,940		3.6

Investor Relations Contact

Sarah Anderson

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

⁵  Includes net interest and other income.

9

EX-99.2

1   Quarter 2013

Financial Results Presentation

May 9, 2013

st

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

three months ended March 31, 2013. 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.

Use

of

Non-GAAP

Financial

Measures

Forward-Looking

Statements

2

Chairman’s Comments

“We are pleased with our performance for the quarter, which included

record net revenues. While our profitability is clouded by merger-related

charges, it is noteworthy that our Global Wealth Management segment

posted record revenue and profitability, and our Institutional segment

generated record quarterly revenue. As we work through the KBW

integration process and the related expense reductions, we expect to

continue to report both GAAP and non-GAAP results for the remainder of

the year. Looking forward, we are focused on leveraging our new and

established businesses to drive growth and profits across the platform.

Additionally, we are on track this quarter to complete the acquisition of the

U.S. institutional fixed income sales and trading team and hiring of the

European team from Knight Capital Group.”

Market Overview

Domestic Equity Flows

Equity Risk Premium

Activity Summary 

Volumes are in million $, except trading volumes which are in million shares. Data as of 3/31/2013

2013 Q1

2012 Q4

2012 Q3

2012 Q2

2012 Q1

QoQ

YoY

S&P 500

1,569

1,426

1,441

1,362

1,408

10%

11%

U.S. Treasury 10yr Yield

1.85%

1.76%

1.63%

1.65%

2.21%

+9 bps

-36 bps

Equity ADV

6,372

6,084

5,981

6,917

6,821

5%

-7%

Corporate Bond ADV

20,736

16,347

16,364

17,147

19,933

27%

4%

U.S. DCM ($)

626,267

584,655

639,520

545,139

644,207

7%

-3%

U.S. DCM (#)

2,236

2,189

2,441

2,490

2,912

2%

-23%

U.S. ECM ($)

75,491

63,033

79,976

69,876

57,535

20%

31%

U.S. ECM (#)

287

257

250

223

253

12%

13%

Municipal Bond DCM

82,870

97,126

87,670

115,009

79,087

-15%

5%

U.S. Announced M&A ($)

316,339

356,033

218,295

228,630

170,273

-11%

86%

U.S. Announced M&A (#)

2,629

3,282

2,893

2,948

3,101

-20%

-15%

U.S. Completed M&A ($)

231,503

320,126

211,771

302,664

193,951

-28%

19%

U.S. Completed M&A (#)

2,575

3,272

2,840

2,880

3,011

-21%

-14%

First Quarter 

Results

3

KBW

KBW

Merger

Merger

5

KBW Update

Market Acceptance of Transaction

Merger closed:

February 15, 2013

All client facing decisions made by deal close

Back-office conversion completed: March 6, 2013

Significant steps towards achieving cost savings target

KBW Investment Banking

KBW is #1 year to date in the number of FIG and Bank

mergers

KBW is #1 in gross deal value for Bank mergers and has

advised on the 5 largest Bank mergers this year

Cross-selling success:

Boston Private Financial Holdings, Inc. preferred

equity offering

Zions Bancorporation preferred equity offering

Radian Group, Inc. convertible senior debt offering

MGIC Investment Corporation convertible senior

debt offering

KBW Equities

KBW Research reassigned and launched

Readership of KBW Research is above pre-deal

levels

Market share in adv. Volume for KRX components

was 4.5% for Q1 2013, compared to 2.7% for Q1 2012

April was the best month for equity commissions for

KBW in over a year in its U.S. and European products

M&A Statistics Source: SNL Financial; Includes transactions announced since 1/1/2013; Data as of 5/8/2013

Note: Includes only whole institution transactions in the United States.

6

Non-Core Expenses

Acquisition-Related Expenses

7

Non-Core Expense Projections

Acquisition-Related Expenses

Financial

Financial

Results

Results

Stifel Financial Corp. Results

Three months ended March 31, 2013

9

(1)

Non-core expenses consisted of a charge related to expensing stock awards issued as retention in connection with the acquisition of KBW and merger-related expenses.

_________________________________________________________

(1)

($ in thousands, except per share amounts)

GAAP

Non-Core

Non-GAAP

3/31/12

% Change

12/31/12

% Change

Net revenues

441,780

$      

8

$                    

441,788

$      

400,333

$      

10.4%

417,830

$   

5.7%

Compensation and benefits

315,727

(33,786)

281,941

254,704

10.7%

262,213

20.4%

Non-comp operating expenses

102,707

(6,552)

96,155

86,375

11.3%

94,550

8.6%

Total non-interest expenses

418,434

(40,338)

378,096

341,079

10.9%

356,763

17.3%

Income before income taxes

23,346

40,346

63,692

59,254

7.5%

61,067

(61.8%)

Provision for income taxes

8,727

15,081

23,808

24,481

(2.7%)

21,113

(58.7%)

Net income

14,619

$        

25,265

$        

39,884

$        

34,773

$        

14.7%

39,954

$     

(63.4%)

Earnings per share:

Diluted

0.21

$             

0.58

$             

0.55

$             

5.5%

0.63

$          

(66.7%)

Weighted

average

number

of

shares

outstanding:

Diluted

69,189

69,189

62,669

10.4%

63,301

9.3%

Ratios to net revenues:

Compensation and benefits

71.5%

63.8%

63.6%

62.8%

Non-comp operating expenses

23.2%

21.8%

21.6%

22.6%

Income before income taxes

5.3%

14.4%

14.8%

14.6%

Three Months Ended March 31, 2013

Three Months Ended

Source of Revenues

10

11

Brokerage Revenues by Segment

Core Non-Interest Expenses

Three months ended March 31, 2013

12

_________________________________________________________

(1)

Excludes non-core  expenses consisting of a charge related to expensing stock awards issued as retention in connection with the acquisition of KBW and merger-

related expenses.

(2)

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

($ in thousands)

3/31/13

(1)

3/31/12

% Change

12/31/12

% Change

3/31/13

(1)

3/31/12

12/31/12

Net revenues

441,788

$    

400,333

$    

10.4%

417,830

$    

5.7%

100.0%

100.0%

100.0%

Compensation and benefits

259,135

236,332

9.6%

239,714

8.1%

58.7%

59.0%

57.4%

Transitional pay

(2)

22,806

18,372

24.1%

22,499

1.4%

5.2%

4.6%

5.4%

Total compensation and benefits

281,941

254,704

10.7%

262,213

7.5%

63.8%

63.6%

62.8%

Occupancy and equipment rental

31,501

30,791

2.3%

34,075

(7.6%)

7.1%

7.7%

8.2%

Communication and office supplies

21,858

20,373

7.3%

19,795

10.4%

4.9%

5.1%

4.7%

Commissions and floor brokerage

8,669

7,612

13.9%

7,480

15.9%

2.0%

1.9%

1.8%

Other operating expenses

34,127

27,599

23.7%

33,200

2.8%

7.7%

6.9%

7.8%

Total non-comp operating expenses

96,155

86,375

11.3%

94,550

1.7%

21.8%

21.6%

22.6%

Total non-interest expense

378,096

341,079

10.9%

356,763

6.0%

85.6%

85.2%

85.4%

Income before income taxes

63,692

59,254

7.5%

61,067

4.3%

14.4%

14.8%

14.6%

Provision for income taxes

23,808

24,481

(2.7%)

21,113

12.8%

5.4%

6.0%

5.1%

Non-GAAP net income

39,884

$      

34,773

$      

14.7%

39,954

$      

(0.2%)

9.0%

8.7%

9.6%

Non-core expenses (after-tax)

(25,265)

-

-

GAAP net income

14,619

$      

34,773

$      

39,954

$      

Three Months Ended

% of Net revenues

Segment Comparison

13

(1)

Non-GAAP results for the three months ended March 31, 2013 compared to GAAP results for the year-ago period and the three months ended

December 31, 2012.

(2)

Results for the three months ended March 31, 2013 and December 31, 2012 included realized and unrealized gains on the Company’s investment in

Knight Capital Group, Inc. of $2.2 million and $13.4 million, respectively.

_________________________________________________________

($ in thousands)

3/31/13

(1)

3/31/12

%

Change

12/31/12

%

Change

Net revenues:

Global Wealth Management

266,957

$ 

247,608

$ 

7.8%

255,084

$    

4.7%

Institutional Group

(2)

176,437

149,244

18.2%

165,056

6.9%

Other

(1,614)

3,481

(146.4%)

(2,310)

(30.1%)

441,780

$ 

400,333

$ 

10.4%

417,830

$    

5.7%

Operating contribution:

Global Wealth Management

69,499

$   

68,878

$   

0.9%

69,282

$      

0.3%

Institutional Group

(2)

28,137

24,004

17.2%

21,490

30.9%

Other

(33,944)

(33,628)

0.9%

(29,705)

14.3%

63,692

$   

59,254

$   

7.5%

61,067

$      

4.3%

Three Months Ended

Global Wealth Management

14

($ in thousands)

3/31/13

3/31/12

% Change

12/31/12

% Change

Commissions

102,086

$  

91,020

$    

12.2%

93,045

$    

9.7%

Principal transactions

56,307

58,381

(3.6%)

54,747

2.8%

Asset management & service fees

68,934

60,586

13.8%

68,631

0.4%

Net interest

21,486

17,642

21.8%

21,195

1.4%

Investment banking

11,103

12,402

(10.5%)

10,906

1.8%

Other income

7,041

7,577

(7.1%)

6,560

7.3%

Net revenues

266,957

247,608

7.8%

255,084

4.7%

Compensation and benefits

157,596

143,351

9.9%

147,029

7.2%

Non-comp operating expenses

39,862

35,379

12.7%

38,773

2.8%

Total non-interest expenses

197,458

178,730

10.5%

185,802

6.3%

Income before income taxes

69,499

$    

68,878

$    

0.9%

69,282

$    

0.3%

Ratios to net revenues:

Compensation and benefits

59.0%

57.9%

57.6%

Non-comp operating expenses

15.0%

14.3%

15.2%

Income before income taxes

26.0%

27.8%

27.2%

Three Months Ended

Stifel Bank & Trust

(an operating unit of GWM)

15

As of

3/31/13

3/31/12

% Change

12/31/12

% Change

Assets

$

3,832,281

$

2,611,828

46.7

$

3,652,633

4.9

Investment securities

2,440,146

1,673,866

45.8

2,332,058

4.6

Retained loans, net

886,597

657,081

34.9

822,711

7.8

Loans held for sale

165,698

141,136

17.4

214,531

(22.8)

Deposits

3,556,568

2,357,912

50.8

3,346,133

6.3

Allowance as a percentage of loans

1.01

%

0.87

%

0.99

%

Non-performing assets as a percentage 

of total assets

0.04

%

0.11

%

0.06

%

As of

Allowance for loan losses

5,781

9,406

62.7

8,145

15.5

Non-performing loans

2,144

1,063

(50.4)

(41.2)

1,809

Other non-performing assets

717

373

(48.0)

-

373

Non-performing assets

2,861

1,436

(49.8)

2,182

(34.2)

$

$

$

$

$

$

$

$

$

Institutional Group

16

`

($ in thousands)

3/31/13

3/31/12

% Change

12/31/13

% Change

Net revenues

176,437

$  

149,244

$  

18.2%

165,056

$  

6.9%

Compensation and benefits

107,636

94,430

14.0%

108,371

(0.7%)

Non-comp operating expenses

40,664

30,810

32.0%

35,195

15.5%

Total non-interest expenses

148,300

125,240

18.4%

143,566

3.3%

Income before income taxes

28,137

$    

24,004

$    

17.2%

21,490

$    

30.9%

Ratios to net revenues:

:

Compensation and benefits

61.0%

63.3%

65.7%

Non-comp operating expenses

23.1%

20.6%

21.3%

Income before income taxes

15.9%

16.1%

13.0%

Three Months Ended

Institutional Group Revenues

($ in thousands)

3/31/13

3/31/12

% Change

12/31/12

% Change

Institutional brokerage:

Equity

52,000

$    

44,171

$    

17.7%

41,805

$    

24.4%

Fixed income

45,500

45,964

(1.0%)

42,391

7.3%

97,500

90,135

8.2%

84,196

15.8%

Investment Banking:

Capital raising

Equity

24,380

31,550

(22.7%)

19,830

22.9%

Fixed income

15,715

10,881

44.4%

18,466

(14.9%)

40,095

42,431

(5.5%)

38,296

4.7%

Advisory fees

27,180

15,605

74.2%

26,644

2.0%

Investment banking

67,275

58,036

15.9%

64,940

3.6%

Other

(1)

11,662

1,073

*

15,920

(26.7%)

Total net revenue

176,437

$  

149,244

$  

18.2%

165,056

$  

6.9%

Three Months Ended

17

_________________________________________________________

*  Percentage not meaningful.

(1)

Includes net interest and other income. Other income for the three months ended March 31, 2013 and December 31, 2012 included realized and

unrealized gains on the Company’s investment in Knight Capital Group, Inc. of $2.2 million and $13.4 million pre-tax, respectively.

Financial

Financial

Condition

Condition

Capital Structure

As of March 31, 2013

(in thousands, except ratios)

($ in thousands)

Total Assets

8,133,755

$  

Stockholders' Equity

1,903,666

$  

6.70% senior notes, due 2022

175,000

$     

5.375% senior notes, due 2022

150,000

Non-recourse debt, 6.75%, due 2016

55,934

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

82,500

Total Capitalization

2,367,100

$  

Ratios:

Debt to Equity

13.5%

Leverage Ratio

3.4x

Equity Capitalization

4.3x

19

_________________________________________________________

(1)

(2)

(3)

(1)

Debt to equity ratio includes the debentures to Stifel Financial Capital Trusts ($82.5m), non-recourse debt ($55.9m), and Senior Notes 

($325.0m) divided by stockholders’ equity.

(2)

Leverage ratio = total assets divided by total capitalization.

(3)

Equity capitalization = total assets divided by stockholders’equity.

20

Other Financial Data

(1)

Includes 148, 155 and 151 independent contractors as of March 31, 2013, March 31, 2012 and December 31, 2012.

(2)

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

presentation.

_________________________________________________________

As of

3/31/13

3/31/12

% Change

12/31/12

% Change

Total assets (000s):

Stifel Nicolaus & Stifel Financial

4,301,474

$         

2,853,866

$      

50.7%

3,313,507

$      

29.8%

Stifel Bank

3,832,281

2,611,828

46.7%

3,652,633

4.9%

Total assets

8,133,755

$         

5,465,694

$      

48.8%

6,966,140

$      

16.8%

Total shareholders' equity (000s):

Stifel Nicolaus & Stifel Financial

1,620,204

$         

1,144,532

$      

41.6%

1,226,824

$      

32.1%

Stifel Bank

283,462

198,410

42.9%

267,837

5.8%

Total shareholders' equity

1,903,666

$         

1,342,942

$      

41.8%

1,494,661

$      

27.4%

Leverage ratio:

Stifel Nicolaus & Stifel Financial

2.1

2.0

1.4%

2.0

5.5%

Stifel Bank

13.5

13.2

2.6%

13.6

(0.9%)

Total leverage ratio

3.4

3.4

0.6%

3.6

(3.3%)

Book value per share

30.13

$                  

25.07

$              

20.2%

27.24

$              

10.6%

Financial advisors

(1)

2,063

2,013

2.5%

2,041

1.1%

Full-time associates

(2)

5,680

5,135

10.6%

5,343

6.3%

Locations

357

326

9.5%

340

5.0%

Total client assets (000s)

147,119,000

$    

130,550,000

$ 

12.7%

137,855,000

$ 

6.7%

As of

Q&A

Q&A