UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-09305
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware |
| 43-1273600 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
501 North Broadway, St. Louis, Missouri 63102-2188
(Address of principal executive offices and zip code)
(314) 342-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class/ Trading Symbol |
| Name of Each Exchange on Which Registered |
| Shares or principal amount outstanding - February 14, 2020 |
Common Stock, $0.15 par value per share (SF) |
| New York Stock Exchange |
| 69,531,294 |
Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series A (SF PRA) |
| New York Stock Exchange |
| 6,000 |
Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B (SF PRB) |
| New York Stock Exchange |
| 6,400 |
5.20% Senior Notes due 2047 (SFB) |
| New York Stock Exchange |
| $225,000,000 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“the Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
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Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock, $0.15 par value per share, held by non-affiliates of the registrant as of the close of business on June 30, 2019, was $4.3 billion.1
1 | In determining this amount, the registrant assumed that the executive officers and directors of the registrant are affiliates of the registrant. Such assumptions shall not be deemed to be conclusive for any other purposes. |
1
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the annual meeting of shareholders, to be filed within 120 days of our fiscal year ended December 31, 2019, are incorporated by reference in Part III hereof.
2
Explanatory Note
This Amendment No. 1 (“Amendment”) to the Annual Report on Form 10-K of Stifel Financial Corp. (the “Company”) for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission (“SEC”) on February 19, 2020 (the “Original Form 10-K”), is being filed for the sole purpose of (i) making certain corrections to the cover page of the Original Form 10-K and (ii) providing Exhibit 4.5, Description of Securities Registered Pursuant to Section 12 of the Securities Act of 1934, which was inadvertently omitted from the Original Filing.
This Amendment amends and restates in its entirety Item 15 of Part IV of the Original Form 10-K. This Amendment speaks as of the filing date of the Original Filing and does not reflect any subsequent information or events. Except as noted above, no information included in the Original Filing has been modified or updated in any way. Accordingly, the Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.
In connection with the filing of this Amendment, we are including as exhibits currently dated certifications of our principal executive officer and principal financial officer.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) | 1. Financial Statements |
The following financial statements are included in Item 8, “Financial Statements and Supplementary Data,” and incorporated by reference hereto:
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Report of Independent Registered Public Accounting Firm |
Consolidated Financial Statements: |
Statements of Financial Condition as of December 31, 2019 and 2018 |
Statements of Operations for the years ended December 31, 2019, 2018, and 2017 |
Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017 |
Statements of Changes in Shareholders’ Equity for the years ended December 31, 2019, 2018, and 2017 |
Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017 |
Notes to the Consolidated Financial Statements |
2. Financial Statement Schedules
All schedules are omitted, since the required information is either not applicable, not deemed material, or is shown in the respective financial statements or in the notes thereto.
(b) | Exhibits |
Exhibit No. |
| Description |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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3.6 |
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3.7 |
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4.1 |
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4.2 |
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4.3 |
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4
Exhibit No. |
| Description |
4.4 |
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4.5^ |
| Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. |
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10.1 |
| Form of Indemnification Agreement with directors dated as of June 30, 1987, incorporated herein by reference to Exhibit 10.2 to Stifel Financial Corp.’s Current Report on Form 8-K filed July 14, 1987. (P) |
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10.2 |
| Stifel Financial Corp. Dividend Reinvestment and Stock Purchase Plan, incorporated herein by reference to Stifel Financial Corp.’s Registration Statement on Form S-3 (33-53699) filed May 18, 1994. (P) |
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10.3 |
| Employment Letter with Ronald J. Kruszewski, incorporated herein by reference to Exhibit 10.(l) to Stifel Financial Corp.’s Annual Report on Form 10-K for the year ended December 31, 1997.* (P) |
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10.4 |
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10.5 |
| Stock Unit Agreement with Ronald J. Kruszewski, incorporated herein by reference to Exhibit 10.(j)(2) to Stifel Financial Corp.’s Annual Report on Form 10-K for the year ended December 31, 1998. * (P) |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13 |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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10.18 |
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10.19 |
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5
Exhibit No. |
| Description |
10.20 |
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10.21 |
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10.22 |
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10.23 |
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10.24 |
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10.25 |
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10.26 |
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10.27 |
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10.28 |
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10.29 |
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10.30 |
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10.31 |
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10.32 |
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10.33 |
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10.34 |
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11 |
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21 |
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23 |
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31.1 |
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31.2 |
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Exhibit No. |
| Description |
31.3^ |
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31.4^ |
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32.1 |
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32.2 |
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101
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| The following financial information, formatted in iXBRL (Inline Extensible Business Report Language), Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Financial Condition as of December 31, 2019 and 2018; (ii) Consolidated Statements of Operations for the years ended December 31, 2019, 2018, and 2017; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2019, 2018, and 2017; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017; and (vi) Notes to Consolidated Financial Statements, incorporated by reference to Exhibit 101 to Stifel Financial Corp.’s Annual Report on Form 10-K filed on February 19, 2020. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
^ | Filed herewith. |
* | Management contract or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 30, 2020.
STIFEL FINANCIAL CORP. | ||
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By: |
| /s/ Ronald J. Kruszewski |
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| Ronald J. Kruszewski |
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