SecProbe.io

Mail Stop 4720
April 11, 2016

Via E -mail
Mr. James M. Zemlyak
President and Chief Financial Officer
Stifel Financial Corp.
501 North Broadway,
St. Louis, MO 63102 -2188

Re: Stifel  Financial Corp .
 Form 8 -K
Filed  February 23, 2016
Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 1, 2016
File No. 001-09305

Dear Mr. Zemlyak :

We have limited our review of your filings to the financial statements and related
disclosures and have the following comments .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  by amending your Form 10 -K filing and providing the
requested information  within 10 business days or adv ise us as soon as possible when you will
respond.  If you  do not believe our comments apply to your facts and circumstances , please tell
us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to  these  comments, we may have additional comments.

Form 8 -K filed February 23, 2016
Exhibit 99.1

1. We note that you present a full GAAP to non -GAAP net income from continuing
operations for the three months and year -ended December 31, 2015. We are concerned
that the presentation of a full non -GAAP income statement attaches undue prominence to
the non -GAAP information and may give the impression that the non -GAAP income
statement represents a comprehensive basis of accounting.  Please confirm to us t hat you
will not present non -GAAP consolidated income statements in future filings.  Please refer
to Regulation G and Item 10(e) of Regulation S -K.  For more guidance, refer to Question
102.10 of the Non -GAAP Compliance and Disclosure Interpretations.

Mr. James M. Zemlyak
Stifel Financial Corp
April 11, 2016
Page 2

 2. Please tell us what non -GAAP adjustments are being made, as you disclose that the
adjustments “primarily exclude acquisition related expenses which management believes
are duplicative and will be eliminated, stock -based compensation and other expenses in
which  managements’ view are not representative of on -going businesses”. Please provide
us proposed revised disclosure that clarifies each adjustment made to arrive at your non -
GAAP net income measure and how each adjustment contributes to the usefulness of the
non-GAAP measure.

3. You disclose that your adjustments are mainly to remove certain acquisition related
expenses.  Please tell us why you exclude these acquisition related expenses due to them
“not being representative of on -going businesses.” In this regar d, we note that you have
completed 10 acquisitions in the past three years and you disclose in your 2015 Form 10 -
K that acquisitions of businesses has, and will continue to be, a key strategy to achieve
growth.  Please tell us whether there were similar ch arges or gains within the prior two
years and how you determined that you are not reasonably likely to have similar charges
or gains within two years.  Please refer to Regulation G and Item 10(e) of Regulation S -
K.

Form 10 -K for the Period Ended December 31, 2015
Management Discussion and Analysis of Financial Condition and Results of Operations
Year Ended December 31, 2015 Compared with Year Ended December 31, 2014, page 53

4. You disclose on page 54 that you had an increase in strategic advisory fees of 8.9% in
2015, but you disclose reasons why your investment banking revenues decreased in 2015.
Since the advisory fees represent a significant line of business, please revise to discuss
and analyze the reasons for the increase in your strategic advisory f ees.

5. You disclose on page 54 that you had a decrease in compensation and benefits expense in
2015, but you disclose reasons why your compensation and benefit expenses increased in
2015.  Since compensation and benefit expenses are material expenses, pleas e revise to
discuss and analyze the reasons for the decrease in your compensation and benefits
expenses.

Consolidated Financial Statements, pages 77 -78

6. Please amend your Form 10 -K to remove the unaudited reference to your Consolidated
Statements of Opera tions, Consolidated Statements of Comprehensive Income and Notes
to Consolidated Financial Statements.  Refer to Item 8 of Form 10 -K.  In addition, refer
to the second paragraph under Basis of Presentation in Note 1 – Nature of Operations and
Basis of Pres entation.  Please tell us what information you have omitted that you
normally include in your annual consolidated financial statements and why you believe
this omission is appropriate.

Mr. James M. Zemlyak
Stifel Financial Corp
April 11, 2016
Page 3

 Notes to Consolidated Financial Statements
Note 3 - Acquisitions, pa ge 92

7. Please provide us revised proposed disclosure that states the total amount of
consideration paid for the Barclays’ Wealth and Investment Management, Americas and
the Sterne Agee Group, Inc. acquisitions.  Disclose how the acquisitions were funded
(e.g. cash, debt or equity).  Please i nclude the allocation of the purchase price to the
assets acquired and liabilities assumed for each acquisition.  In addition, for the Barclays’
acquisition, we note you determined that the acquisition was not considered  to be
material.  Please provide us your significance test under Rule 3 -05 of Regulations S -X.

Note 9 – Bank Loans, page 109

8. Please provide a table with details of the activity in the allowance for loan losses by
portfolio segment for the year ended December 31, 2013, which you refer to, but do not
present in this note.

9. You classified $11.3 million of your loans as special mention and $14.3 million of your
loans as substandard at December 31, 2015.  Please tell us why your special mention and
substan dard loans are substantially in excess of your delinquent loans at December 31,
2015 and why the loans in these categories increased during 2015 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are re sponsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosur e in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initi ated by
the Commission or any person under the federal securities laws of the United States.

You may contact Dana Hartz, Senior Staff Accountant , at (202) 551 -4491 or me at (202)
551-3752 if you have questions regarding comments.

Mr. James M. Zemlyak
Stifel Financial Corp
April 11, 2016
Page 4

 Sincerely,

 /s/ Gus  Rodriguez

Gus Rodriguez
Accounting Branch Chief
Office of Financial Services