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): September 27, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

As previously disclosed, on July 1, 2016, Stifel Financial Corp. (the “Company”) completed the sale of Sterne Agee, LLC’s legacy independent brokerage and clearing businesses to INTL FCStone Inc. pursuant to two separate stock purchase agreements dated June 24, 2016. Pursuant to the two stock purchase agreements, the Company sold Sterne Agee Financial Services, Inc.; Sterne Agee Clearing, Inc.; Sterne Agee & Leach, Inc.; Sterne Agee Asset Management, Inc.; and Sterne Agee Investment Advisor Services, Inc. (the “Sterne Businesses”) for cash consideration equal to approximately $50 million.

In order to provide additional information regarding the sale of the Sterne Businesses, the Company is filing as Exhibit 99.1 hereto a pro forma statement of operations for the year ended December 31, 2016 giving pro forma effect to the sale of the Sterne Businesses as of the date indicated therein.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

Attached as Exhibit 99.1 hereto and incorporated by reference is an unaudited pro forma consolidated statement of operations for the year ended December 31, 2016, giving pro forma effect to the sale of the Sterne Businesses.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Unaudited Pro Forma Consolidated Statement of Operations.

2

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Unaudited Pro Forma Consolidated Statement of Operations.

3

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: September 27, 2017	By:	/s/ James M. Zemlyak
	Name:	James M. Zemlyak
	Title:	President and Chief Financial Officer

4

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

As previously disclosed, on July 1, 2016, Stifel Financial Corp. (the “Company”) completed the sale of Sterne Agee, LLC’s legacy independent brokerage and clearing businesses to INTL FCStone Inc. pursuant to two separate stock purchase agreements dated June 24, 2016. Pursuant to the two stock purchase agreements, the Company sold Sterne Agee Financial Services, Inc.; Sterne Agee Clearing, Inc.; Sterne Agee & Leach, Inc.; Sterne Agee Asset Management; and Sterne Agee Investment Advisor Services (the “Sterne Businesses”) for cash consideration of approximately $50.0 million.

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2016 has been prepared to give effect to the sale of the Sterne Businesses as if it occurred on December 31, 2015.

The unaudited pro forma statement of operations was prepared utilizing our historical financial data derived from the audited consolidated financial statements for the year ended December 31, 2016 included in our Current Report on Form 8-K filed with the SEC on August 11, 2017. Consistent with the requirements of Article 11 of Regulation S-X, the pro forma consolidated statement of operations have been presented on a continuing operations basis. The pro forma adjustments are described in the notes to the unaudited pro forma information and are based upon available information and assumptions that we believe are reasonable.

The unaudited pro forma consolidated statement of operations included herein is for informational purposes only and is not necessarily indicative of what our financial performance would have been had the sale of the Sterne Businesses been completed on the dates assumed nor is such unaudited pro forma consolidated statement of operations necessarily indicative of the results to be expected in any future period. Actual results may differ significantly from those reflected here in the unaudited pro forma consolidated statement of operations for various reasons, including but not limited to, the differences between the assumptions used to prepare the unaudited pro forma consolidated statement of operations and actual results.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

	Year ended December 31, 2016
(in thousands, except per share amounts)	As Reported		Pro Forma Adjustments(2)			Pro Forma
Revenues:
Commissions	$	729,989	$	(27,838	)	$	702,151
Principal transactions		475,428		(2,109	)		473,319
Investment banking		513,034		16			513,050
Asset management and service fees		582,789		(12,086	)		570,703
Interest		294,332		(2,474	)		291,858
Other income		46,798		(5,268	)		41,530
Total revenues		2,642,370		(49,759	)		2,592,611
Interest expense		66,874		(172	)		66,702
Net revenues		2,575,496		(49,587	)		2,525,909
Non-interest expenses:
Compensation and benefits		1,726,016		(41,613	)		1,684,403
Occupancy and equipment rental		231,324		(6,674	)		224,650
Communications and office supplies		139,644		(3,542	)		136,102
Commissions and floor brokerage		44,315		(1,192	)		43,123
Other operating expenses		291,615		(9,827	)		281,788
Total non-interest expenses		2,432,914		(62,848	)		2,370,066
Income from operations before income tax expense		142,582		13,261			155,843
Provision for income taxes		61,062		5,158			66,220
Net income		81,520		8,103			89,623
Preferred dividends		3,906		—			3,906
Net income available to common shareholders	$	77,614	$	8,103		$	85,717
Earnings per common share:
Basic	$	1.16				$	1.28
Diluted	$	1.00				$	1.11
Weighted average number of common shares outstanding:
Basic		66,871					66,871
Diluted		77,563					77,563

See accompanying Notes to Unaudited Pro Forma Consolidated Statement of Operations.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONSS

Note 1 – Description of Disposition of Assets

As previously disclosed, on July 1, 2016, Stifel Financial Corp. (the “Company”) completed the sale of Sterne Agee, LLC’s legacy independent brokerage and clearing businesses to INTL FCStone Inc. pursuant to two separate stock purchase agreements dated June 24, 2016. Pursuant to the two stock purchase agreements, the Company sold Sterne Agee Financial Services, Inc.; Sterne Agee Clearing, Inc.; Sterne Agee & Leach, Inc.; Sterne Agee Asset Management; and Sterne Agee Investment Advisor Services (the “Sterne Businesses”).

Note 2 – Pro Forma Adjustments

Represents adjustments to eliminate the direct operating results of the Sterne Businesses as if the disposition occurred on December 31, 2015. The pro forma adjustments include amounts that are directly related to the Sterne Businesses. Adjustments to the income tax provision were based on statutory rates in effect during the periods.