Jefferies Financial (JEF) 8-K Entry into a Material Definitive Agreement

Exhibit 99

Jefferies Financial Group Inc.

Unaudited Pro Forma Condensed Consolidated Financial Information

On June 5, 2018, Jefferies Financial Group Inc. (“Jefferies” or the “Company”) completed the previously announced sale of 48% of National Beef Packing Company, LLC (“National Beef”) to Marfrig Global Foods S.A. for a purchase price of $907.7 million. Effective June 5, 2018, National Beef is no longer consolidated in our financial statements and our 31% retained interest in National Beef is accounted for as an equity method investment.

The Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition is presented as if the transaction had occurred as of the most recently filed Consolidated Statement of Financial Condition (as of March 31, 2018). The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and the years ended December 31, 2017, 2016 and 2015 are presented as if the transaction had occurred immediately prior to the first day of the earliest period presented (prior to January 1, 2015).

This unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of RegulationS-X and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2017 (“201710-K”) and the Company’s Quarterly Report on Form10-Q for the quarterly period ended March 31, 2018 (“2018 Q110-Q”), as filed with the Securities and Exchange Commission.

The following unaudited pro forma condensed consolidated financial information is derived from the Company’s historical consolidated financial statements. Historical financial information for the years ended December 31, 2017, 2016 and 2015 has been derived from audited historical consolidated financial statements included in the Company’s 201710-K. Historical financial information for the Company as of and for the three months ended March 31, 2018 has been derived from unaudited historical consolidated financial statements included in the Company’s 2018 Q110-Q.

The unaudited pro forma condensed consolidated financial statements are based upon available information and certain assumptions considered reasonable by the Company. This unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed dates, nor is it necessarily indicative of our future operating results.

JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition

March 31, 2018

(Dollars in thousands, except par value)

	Jefferies Historical		Pro Forma     Adjustments			Pro Forma
ASSETS
Cash and cash equivalents	$	5,144,625	$	870,752	(a)	$	6,015,377
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations		802,693		—			802,693
Financial instruments owned, including securities pledged of $10,861,294:
Trading assets, at fair value		17,346,648		(3,264)	(b)		17,343,384
Available for sale securities		690,745		—			690,745
Total financial instruments owned		18,037,393		(3,264)			18,034,129
Loans to and investments in associated companies		2,233,070		592,258	(c)		2,825,328
Securities borrowed		7,300,171		—			7,300,171
Securities purchased under agreements to resell		2,983,945		—			2,983,945
Receivables		6,710,631		(195,780)	(b)		6,514,851
Property, equipment and leasehold improvements, net		754,668		(403,847)	(b)		350,821
Intangible assets, net and goodwill		2,450,957		(543,228)	(b)		1,907,729
Deferred tax asset, net		777,138		(159,655)	(d)		617,483
Other assets		1,806,203		(284,991)	(b)		1,521,212
Total assets	$	49,001,494	$	(127,755)		$	48,873,739
LIABILITIES
Short-term borrowings	$	468,046	$	—		$	468,046
Trading liabilities, at fair value		9,992,014		(5,522)	(b)		9,986,492
Securities loaned		2,372,473		—			2,372,473
Securities sold under agreements to repurchase		8,250,339		—			8,250,339
Other secured financings		1,254,893		—			1,254,893
Payables, expense accruals and other liabilities		7,336,062		(227,591)	(b)		7,108,471
Long-term debt		8,499,724		(222,714)	(b)		8,277,010
Total liabilities		38,173,551		(455,827)			37,717,724
Commitments and contingencies
MEZZANINE EQUITY
Redeemable noncontrolling interests		414,815		(399,992)	(b)		14,823
Mandatorily redeemable convertible preferred shares		125,000		—			125,000
EQUITY
Common shares, par value $1 per share, authorized 600,000,000 shares; 357,215,901 shares issued and outstanding, after deducting 59,577,117 shares held in treasury		357,216		—			357,216
Additionalpaid-in capital		4,711,218		199,198	(e)		4,910,416
Accumulated other comprehensive income (loss)		357,317		58	(b)		357,375
Retained earnings		4,833,329		528,808	(f)		5,362,137
Total Jefferies Financial Group Inc. shareholders’ equity		10,259,080		728,064			10,987,144
Noncontrolling interests		29,048		—			29,048
Total equity		10,288,128		728,064			11,016,192
Total	$	49,001,494	$	(127,755)		$	48,873,739

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the three months ended March 31, 2018

(In thousands, except per share amounts)

			Pro Forma Adjustments
	Jefferies Historical		National Beef   Historical (b)		National   Beef Equity   Pickup			Pro Forma
Revenues:
Beef processing services	$	1,781,920	$	(1,781,920)	$	—		$	—
Commissions and other fees		147,902		—		—			147,902
Principal transactions		145,663		—		—			145,663
Investment banking		439,991		—		—			439,991
Interest income		275,290		(68)		—			275,222
Other		155,703		(3,370)		—			152,333
Total revenues		2,946,469		(1,785,358)		—			1,161,111
Interest expense of Jefferies Group LLC		265,676		—		—			265,676
Net revenues		2,680,793		(1,785,358)		—			895,435
Expenses:
Cost of sales		1,752,711		(1,670,776)		—			81,935
Compensation and benefits		499,866		(10,207)		—			489,659
Floor brokerage and clearing fees		42,176		—		—			42,176
Interest expense		23,607		(2,109)		—			21,498
Depreciation and amortization		53,679		(25,519)		—			28,160
Selling, general and other expenses		234,200		(7,856)		—			226,344
Total expenses		2,606,239		(1,716,467)		—			889,772
Income before income taxes and income related to associated companies		74,554		(68,891)		—			5,663
Income related to associated companies		32,100		—		16,780	(g)		48,880
Income before income taxes		106,654		(68,891)		16,780			54,543
Income tax provision (benefit)		(32,495)		(12,639)		3,891	(h)		(41,243)
Net income		139,149		(56,252)		12,889			95,786
Net loss attributable to the noncontrolling interests		1,344		—		—			1,344
Net (income) attributable to the redeemable noncontrolling interests		(14,796)		14,450		—			(346)
Preferred stock dividends		(1,172)		—		—			(1,172)
Net income attributable to Jefferies Financial Group Inc. common shareholders	$	124,525	$	(41,802)	$	12,889		$	95,612
Basic earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:
Net income	$	0.34						$	0.26
Number of shares used in calculation		366,427							366,427
Diluted earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:
Net income	$	0.34						$	0.26
Number of shares used in calculation		373,461					(i)		369,299

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2017

(In thousands, except per share amounts)

			Pro Forma Adjustments
	Jefferies Historical		National Beef   Historical (b)		National Beef Equity Pickup			Pro Forma
Revenues:
Beef processing services	$	7,353,663	$	(7,353,663)	$	—		$	—
Commissions and other fees		593,257		—		—			593,257
Principal transactions		931,576		—		—			931,576
Investment banking		1,764,285		—		—			1,764,285
Interest income		993,537		(339)		—			993,198
Net realized securities gains		23,028		—		—			23,028
Other		748,508		(4,946)		—			743,562
Total revenues		12,407,854		(7,358,948)		—			5,048,906
Interest expense of Jefferies Group LLC		971,461		—		—			971,461
Net revenues		11,436,393		(7,358,948)		—			4,077,445
Expenses:
Cost of sales		7,045,007		(6,764,055)		—			280,952
Compensation and benefits		1,993,776		(39,884)		—			1,953,892
Floor brokerage and clearing fees		174,506		—		—			174,506
Interest expense		107,859		(6,657)		—			101,202
Depreciation and amortization		208,910		(98,515)		—			110,395
Selling, general and other expenses		817,620		(42,525)		—			775,095
Total expenses		10,347,678		(6,951,636)		—			3,396,042
Income before income taxes and income (loss) related to associated companies		1,088,715		(407,312)		—			681,403
Income (loss) related to associated companies		(74,901)		—		108,596	(g)		33,695
Income before income taxes		1,013,814		(407,312)		108,596			715,098
Income tax provision		760,967		(118,662)		39,963	(h)		682,268
Net income		252,847		(288,650)		68,633			32,830
Net loss attributable to the noncontrolling interests		3,455		—		—			3,455
Net (income) loss attributable to the redeemable noncontrolling interests		(84,576)		85,277		—			701
Preferred stock dividends		(4,375)		—		—			(4,375)
Net income attributable to Jefferies Financial Group Inc. common shareholders	$	167,351	$	(203,373)	$	68,633		$	32,611
Basic earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:
Net income	$	0.45						$	0.09
Number of shares used in calculation		368,197							368,197
Diluted earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:
Net income	$	0.45						$	0.09
Number of shares used in calculation		370,701							370,701

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2016

(In thousands, except per share amounts)

			Pro Forma Adjustments
	Jefferies Historical		National Beef   Historical (b)		National   Beef Equity   Pickup			Pro Forma
Revenues:
Beef processing services	$	7,021,902	$	(7,021,902)	$	—		$	—
Commissions and other fees		611,574		—		—			611,574
Principal transactions		603,822		—		—			603,822
Investment banking		1,193,973		—		—			1,193,973
Interest income		926,255		(166)		—			926,089
Net realized securities gains		29,542		—		—			29,542
Other		488,186		(5,175)		—			483,011
Total revenues		10,875,254		(7,027,243)		—			3,848,011
Interest expense of Jefferies Group LLC		812,637		—		—			812,637
Net revenues		10,062,617		(7,027,243)		—			3,035,374
Expenses:
Cost of sales		6,850,807		(6,513,768)		—			337,039
Compensation and benefits		1,730,585		(39,271)		—			1,691,314
Floor brokerage and clearing fees		167,205		—		—			167,205
Interest expense		108,703		(12,946)		—			95,757
Depreciation and amortization		211,593		(94,482)		—			117,111
Selling, general and other expenses		831,892		(37,754)		—			794,138
Total expenses		9,900,785		(6,698,221)		—			3,202,564
Income (loss) before income taxes and income related to associated companies		161,832		(329,022)		—			(167,190)
Income related to associated companies		154,598		—		90,276	(g)		244,874
Income before income taxes		316,430		(329,022)		90,276			77,684
Income tax provision		122,109		(95,904)		33,222	(h)		59,427
Net income		194,321		(233,118)		57,054			18,257
Net loss attributable to the noncontrolling interests		1,426		—		—			1,426
Net (income) loss attributable to the redeemable noncontrolling interests		(65,746)		68,811		—			3,065
Preferred stock dividends		(4,063)		—		—			(4,063)
Net income attributable to Jefferies Financial Group Inc. common shareholders	$	125,938	$	(164,307)	$	57,054		$	18,685
Basic earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:
Net income	$	0.34						$	0.05
Number of shares used in calculation		371,211							371,211
Diluted earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:
Net income	$	0.34						$	0.05
Number of shares used in calculation		371,518							371,518

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2015

(In thousands, except per share amounts)

			Pro Forma Adjustments
	Jefferies Historical		National Beef   Historical (b)		National   Beef Equity   Pickup			Pro Forma
Revenues:
Beef processing services	$	7,396,869	$	(7,396,869)	$	—		$	—
Commissions and other fees		659,002		—		—			659,002
Principal transactions		642,824		—		—			642,824
Investment banking		1,417,807		—		—			1,417,807
Interest income		955,240		(20)		—			955,220
Net realized securities gains		62,957		—		—			62,957
Other		549,228		(5,530)		—			543,698
Total revenues		11,683,927		(7,402,419)		—			4,281,508
Interest expense of Jefferies Group LLC		797,469		—		—			797,469
Net revenues		10,886,458		(7,402,419)		—			3,484,039
Expenses:
Cost of sales		7,677,233		(7,347,874)		—			329,359
Compensation and benefits		1,665,465		(34,781)		—			1,630,684
Floor brokerage and clearing fees		199,780		—		—			199,780
Interest expense		115,804		(16,633)		—			99,171
Depreciation and amortization		224,133		(89,317)		—			134,816
Selling, general and other expenses		757,788		(37,729)		—			720,059
Total expenses		10,640,203		(7,526,334)		—			3,113,869
Income (loss) from continuing operations before income taxes and income (loss) related to associated companies		246,255		123,915		—			370,170
Income (loss) related to associated companies		110,281		—		(48,994)	(g)		61,287
Income (loss) from continuing operations before income taxes		356,536		123,915		(48,994)			431,457
Income tax provision (benefit)		109,947		35,526		(17,986)	(h)		127,487
Income (loss) from continuing operations		246,589		88,389		(31,008)			303,970
Income from discontinued operations, including gain on disposal, net of taxes		5,522		—		—			5,522
Net income (loss)		252,111		88,389		(31,008)			309,492
Net loss attributable to the noncontrolling interests		4,996		—		—			4,996
Net loss attributable to the redeemable noncontrolling interests		26,543		(26,465)		—			78
Preferred stock dividends		(4,063)		—		—			(4,063)
Net income (loss) attributable to Jefferies Financial Group Inc. common shareholders	$	279,587	$	61,924	$	(31,008)		$	310,503
									(continued)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Consolidated Statement of Operations, continued

For the year ended December 31, 2015

(In thousands, except per share amounts)

	Jefferies   Historical		Pro Forma
Basic earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:
Income from continuing operations	$	0.73	$	0.81
Income from discontinued operations, including gain on disposal		0.01		0.01
Net income	$	0.74	$	0.82
Number of shares used in calculation		372,430		372,430
Diluted earnings per common share attributable to Jefferies Financial Group Inc. common shareholders:
Income from continuing operations	$	0.73	$	0.81
Income from discontinued operations, including gain on disposal		0.01		0.01
Net income	$	0.74	$	0.82
Number of shares used in calculation		372,431		372,431

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

JEFFERIES FINANCIAL GROUP INC. AND SUBSIDIARIES

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

The Company’s Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition is presented as if the sale of 48% of National Beef had occurred as of the most recently filed Consolidated Statement of Financial Condition (as of March 31, 2018). The Company’s Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and the years ended December 31, 2017, 2016 and 2015 are presented as if the sale of 48% of National Beef had occurred immediately prior to the first day of the earliest period presented (prior to January 1, 2015).

The pro forma adjustments reflect the sale of 48% of National Beef and subsequent deconsolidation from the Company’s consolidated financial statements as well as pro forma adjustments for the Company’s retained 31% of National Beef that will be accounted for under the equity method. Retained earnings in the Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition includes theafter-tax gain on sale that would have been recorded if the transaction had occurred on March 31, 2018. The estimated gain (including related estimated transaction costs) is not included in the Unaudited Pro Forma Condensed Consolidated Statements of Operations as it represents anon-recurring item.

Note 2. Adjustments to Unaudited Pro Forma Condensed Consolidated Financial Statements

(a) Represents the increase in cash and cash equivalents resulting from the consideration received ($908 million), net of estimated transaction costs ($24 million), less National Beef’s cash at March 31, 2018 ($13 million).

(b) Represents the deconsolidation of National Beef’s historical financial information.

(c) Represents the Company’s post-closing 31% interest in National Beef at fair value.

(d) Adjustment to record tax effect of pro forma gain at a combined federal and state statutory tax rate of 23%.

(e) Represents the cumulative increase in fair value of National Beef’s redeemable noncontrolling interests charged to Additionalpaid-in capital since the purchase of National Beef in December 2011. When a subsidiary with redeemable noncontrolling interest is deconsolidated, any previous fair value adjustments to the carrying amount of the noncontrolling interest are reset to zero prior to deconsolidation.

(f) To record the pro formaafter-tax gain of $529 million that would have been recorded if the transaction had occurred on March 31, 2018. As such, this pro forma gain is based on the net book value of National Beef as of March 31, 2018 and does not reflect activity subsequent to that date. The Company estimates that it will recognize apre-tax gain from the sale of about $860 - 880 million ($660 - 676 millionafter-tax) in the second quarter of 2018, subject to typical post-closing adjustments.

(g) To record income (loss) related to associated companies as follows (dollars in thousands):

	Three Months   Ended March 31, 2018		Year Ended   December 31,   2017		Year Ended   December 31,   2016		Year Ended   December 31,   2015
National Beef’s stand-alone historical net income (loss)	$	68,638	$	405,073	$	326,857	$	(125,713)
Jefferies post-closing percentage ownership		31%		31%		31%		31%
Income (loss) related to associated companies based on National Beef’s stand-alone historical net income (loss)	$	21,396	$	126,267	$	101,886	$	(39,187)
Pro forma adjustment to amortize basis difference		(4,616)		(17,671)		(11,610)		(9,807)
Income (loss) related to associated companies	$	16,780	$	108,596	$	90,276	$	(48,994)

As part of the preliminary valuation analysis, the Company adjusted the historical basis of National Beef’s assets and liabilities to fair value. The preliminary basis difference between the estimated fair value and the underlying book value of National Beef’s customer relationships, tradenames, cattle supply contracts and property, plant and equipment is being amortized over

their respective estimated useful lives (weighted average life of 15 years). The valuation analysis is preliminary based on all information available to the Company at the present time and is subject to change, and such change could be material. The Company continues to review the underlying assumptions and valuation techniques utilized to calculate the fair values of the intangible assets and property, plant and equipment.

(h) Adjustment to record the tax effect of the pro forma adjustments at a combined federal and state statutory tax rate of 23% for the three months ended March 31, 2018 and 37% for each of the years ended December 31, 2017, 2016 and 2015.

(i) For the pro forma three months ended March 31, 2018, 4,162,200 shares related to the mandatorily redeemable convertible preferred shares were not included in the computation of diluted per share amounts as the effect was antidilutive; these shares were included in the computation of diluted per share amounts in the Jefferies historical column as they were dilutive.