UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14947

JEFFERIES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-4719745
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
520 Madison Avenue, 10th Floor, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 284-2550

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 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of the registrant’s class of common stock, as of the latest practicable date. 171,690,186 shares as of the close of business April 28, 2010.

 

 

JEFFERIES GROUP, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
MARCH 31, 2010

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition (unaudited) - March 31, 2010 and December 31, 2009			3
Consolidated Statements of Earnings (unaudited) - Three Months Ended March 31, 2010 and 2009			5
Consolidated Statement of Changes in Stockholders’ Equity (unaudited) - Three Months Ended March 31, 2010 and Year Ended December 31, 2009			6
Consolidated Statements of Comprehensive Income (unaudited) - Three Months Ended March 31, 2010 and 2009			7
Consolidated Statements of Cash Flows (unaudited) - Three Months Ended March 31, 2010 and 2009			8
Notes to Consolidated Financial Statements (unaudited)			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			54
Item 3. Quantitative and Qualitative Disclosures About Market Risk			77
Item 4. Controls and Procedures			80
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			80
Item 1A. Risk Factors			80
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			81
Item 6. Exhibits			82
Signature			83
EX-31.1
EX-31.2
EX-32

PART I. FINANCIAL INFORMATION

		March 31,				December 31,
		2010 (1)				2009
ASSETS
Cash and cash equivalents (including $138,429 from VIEs)		$	1,028,903			$	1,853,167
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations			1,328,194				1,089,803
Financial instruments owned, at fair value, including securities pledged to creditors of $9,060,962 and $5,623,345 in 2010 and 2009, respectively:
Corporate equity securities (including $101,690 from VIEs)			1,854,113				1,500,042
Corporate debt securities (including $615,562 from VIEs)			3,355,418				2,421,704
Government, federal agency and other sovereign obligations			3,509,456				1,762,643
Mortgage- and asset-backed securities (including $31,624 from VIEs)			3,584,910				3,079,865
Loans and other receivables (including $368,302 from VIEs)			481,899				591,208
Derivatives (including $2,172 from VIEs)			38,952				62,117
Investments, at fair value (including $15,294 from VIEs)			70,854				70,156
Total financial instruments owned, at fair value (including $1,134,644 from VIEs)			12,895,602				9,487,735
Investments in managed funds			121,180				115,774
Other investments			206,059				193,628
Securities borrowed			8,246,352				8,237,998
Securities purchased under agreements to resell			4,625,081				3,515,247
Securities received as collateral			34,727				68,494
Receivables:
Brokers, dealers and clearing organizations (including $317,494 from VIEs)			2,071,042				1,504,480
Customers (including $114 from VIEs)			1,198,288				1,020,480
Fees, interest and other			126,336				108,749
Premises and equipment			137,472				140,132
Goodwill			364,135				364,795
Other assets (including $107 from VIEs)			529,104				488,789
Total assets (including $1,590,788 from VIEs)		$	32,912,475			$	28,189,271

Continued on next page.

JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) — CONTINUED
(Dollars in thousands, except per share amounts)

		March 31,				December 31,
		2010 (1)				2009
LIABILITIES AND STOCKHOLDERS’ EQUITY
Financial instruments sold, not yet purchased, at fair value:
Corporate equity securities (including $37,416 from VIEs)		$	1,780,182			$	1,360,528
Corporate debt securities (including $458,230 from VIEs)			2,518,190				1,909,781
Government, federal agency and other sovereign obligations			2,636,956				1,735,861
Mortgage- and asset-backed securities			12,060				21,474
Loans (including $321,311 from VIEs)			353,063				363,080
Derivatives (including $561 from VIEs)			23,673				18,427
Total financial instruments sold, not yet purchaed, at fair value (including $817,518 from VIEs)			7,324,124				5,409,151
Securities loaned			3,414,947				3,592,836
Securities sold under agreements to repurchase			10,504,523				8,239,117
Obligation to return securities received as collateral			34,727				68,494
Payables:
Brokers, dealers and clearing organizations (including $250,346 from VIEs)			1,834,629				889,687
Customers			3,381,557				3,246,485
Accrued expenses and other liabilities (including $2,255 from VIEs)			597,245				941,210
			27,091,752				22,386,980
Long-term debt			2,730,379				2,729,117
Mandatorily redeemable convertible preferred stock			125,000				125,000
Mandatorily redeemable preferred interest of consolidated subsidiaries (including $320,058 from VIEs)			320,058				318,047
Total liabilities (including $1,390,177 from VIEs)			30,267,189				25,559,144
STOCKHOLDERS’ EQUITY
Common stock, $.0001 par value. Authorized 500,000,000 shares; issued 196,536,929 shares in 2010 and 187,855,347 shares in 2009			20				19
Additional paid-in capital			2,067,144				2,036,087
Retained earnings			757,126				698,488
Less:
Treasury stock, at cost, 24,691,756 shares in 2010 and 22,217,793 shares in 2009			(447,600	)			(384,379	)
Accumulated other comprehensive loss:
Currency translation adjustments			(52,487	)			(34,369	)
Additional minimum pension liability			(7,257	)			(7,257	)
Total accumulated other comprehensive loss			(59,744	)			(41,626	)
Total common stockholders’ equity			2,316,946				2,308,589
Noncontrolling interests			328,340				321,538
Total stockholders’ equity			2,645,286				2,630,127
Total liabilities and stockholders’ equity		$	32,912,475			$	28,189,271

See accompanying unaudited notes to consolidated financial statements.

JEFFERIES GROUP, INC. AND SUBSIDIARIES

		Three Months Ended
		March 31,				March 31,
		2010				2009
Revenues:
Commissions		$	134,438			$	131,820
Principal transactions			152,546				122,376
Investment banking			198,337				37,086
Asset management fees and investment income (loss) from managed funds			6,599				(37	)
Interest			150,020				102,087
Other			16,679				12,572
Total revenues			658,619				405,904
Interest expense			75,377				63,947
Net revenues			583,242				341,957
Interest on mandatorily redeemable preferred interest of consolidated subsidiaries			2,048				(5,303	)
Net revenues, less mandatorily redeemable preferred interest			581,194				347,260
Non-interest expenses:
Compensation and benefits			319,801				213,381
Floor brokerage and clearing fees			30,730				13,702
Technology and communications			40,210				30,785
Occupancy and equipment rental			19,706				16,296
Business development			13,361				9,445
Professional services			14,423				10,220
Other			17,413				4,249
Total non-interest expenses			455,644				298,078
Earnings before income taxes			125,550				49,182
Income tax expense			47,541				16,756
Net earnings			78,009				32,426
Net earnings (loss) to noncontrolling interests			3,943				(5,911	)
Net earnings to common shareholders		$	74,066			$	38,337
Earnings per common share:
Basic		$	0.36			$	0.19
Diluted		$	0.36			$	0.19
Weighted average common shares:
Basic			198,507				203,310
Diluted			202,630				203,326

See accompanying unaudited notes to consolidated financial statements.

JEFFERIES GROUP, INC. AND SUBSIDIARIES

		Three Months Ended				Year Ended
		March 31, 2010				December 31, 2009
Common stock, par value $0.0001 per share
Balance, beginning of period		$	19			$	17
Issued			1				2
Balance, end of period			20				19
Additional paid-in capital
Balance, beginning of period			2,036,087				1,870,120
Benefit plan share activity (1)			885				16,499
Share-based expense, net of forfeitures and clawbacks			9,244				125,127
Proceeds from exercise of stock options			56				69
Contingent consideration			419				(2,710	)
Tax benefit (deficiency) for issuance of share-based awards			17,982				(14,606	)
Equity component of convertible debt issuance, net of tax			—				41,588
Dividend equivalents on share-based plans			2,471				—
Balance, end of period			2,067,144				2,036,087
Retained earnings
Balance, beginning of period			698,488				418,445
Net earnings to common shareholders			74,066				280,043
Dividends			(15,428	)			—
Balance, end of period			757,126				698,488
Treasury stock, at cost
Balance, beginning of period			(384,379	)			(115,190	)
Purchases			(63,220	)			(263,794	)
Returns / forfeitures			(1	)			(8,105	)
Issued			—				2,710
Balance, end of period			(447,600	)			(384,379	)
Accumulated other comprehensive (loss) income
Balance, beginning of period			(41,626	)			(52,121	)
Currency adjustment			(18,118	)			9,306
Pension adjustment, net of tax			—				1,189
Balance, end of period			(59,744	)			(41,626	)
Total common stockholders’ equity			2,316,946				2,308,589
Noncontrolling interests
Balance, beginning of period			321,538				287,805
Net earnings to noncontrolling interests			3,943				36,537
Contributions			46				2,860
Distributions			(245	)			(5,664	)
Adoption of accounting changes to ASC 810			3,058				—
Balance, end of period			328,340				321,538
Total stockholders’ equity		$	2,645,286			$	2,630,127

See accompanying unaudited notes to consolidated financial statements.

JEFFERIES GROUP, INC. AND SUBSIDIARIES

		Three Months Ended
		March 31,				March 31,
		2010				2009
Net earnings to common shareholders		$	74,066			$	38,337
Other comprehensive income (loss):
Currency translation adjustments			(18,118	)			(3,495	)
Total other comprehensive loss (1)			(18,118	)			(3,495	)
Comprehensive income		$	55,948			$	34,842

See accompanying unaudited notes to consolidated financial statements.

JEFFERIES GROUP, INC. AND SUBSIDIARIES

		Three Months Ended
		March 31, 2010				March 31, 2009
Cash flows from operating activities:
Net earnings		$	78,009			$	32,426
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization			7,859				7,148
Gain on repurchase of long-term debt			—				(5,946	)
Fees related to assigned management agreements			(920	)			—
Interest on mandatorily redeemable preferred interests of consolidated subsidiaries			2,048				(5,303	)
Accruals related to various benefit plans, stock issuances, net of forfeitures			10,129				7,169
(Increase) decrease in cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations			(238,408	)			65,956
(Increase) decrease in receivables:
Brokers, dealers and clearing organizations			(595,687	)			53,474
Customers			(192,481	)			(57,969	)
Fees, interest and other			(18,812	)			21,590
(Increase) decrease in securities borrowed			(57,434	)			1,494,964
Increase in financial instruments owned			(3,454,521	)			(1,549,463	)
Increase in other investments			(12,635	)			(4,890	)
(Increase) decrease in investments in managed funds			(5,406	)			7,629
Increase in securities purchased under agreements to resell			(1,121,664	)			(1,767,452	)
(Increase) decrease in other assets			(52,113	)			6,092
Increase in payables:
Brokers, dealers and clearing organizations			968,300				69,930
Customers			135,803				252,122
Decrease in securities loaned			(134,453	)			(62,162	)
Increase in financial instruments sold, not yet purchased			1,977,040				1,236,556
Increase (decrease) in securities sold under agreements to repurchase			2,272,072				(135,675	)
Decrease in accrued expenses and other liabilities			(318,262	)			(288,797	)
Net cash used in operating activities			(751,536	)			(622,601	)
Cash flows from investing activities:
Purchase of premises and equipment			(4,474	)			(5,516	)
Business acquisition			—				(38,760	)
Cash received from contingent consideration			656				—
Cash paid for contingent consideration			(6,997	)			(8,163	)
Net cash used in investing activities			(10,815	)			(52,439	)

Continued on next page.

JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — CONTINUED (Unaudited)
(Dollars in thousands)

		Three Months Ended
		March 31, 2010				March 31, 2009
Cash flows from financing activities:
Excess tax benefits from the issuance of share-based awards		$	18,475			$	4,299
Net (payments on) proceeds from:
Repurchase of long-term debt			—				(9,515	)
Mandatorily redeemable preferred interest of consolidated subsidiaries			(37	)			—
Noncontrolling interest			(199	)			—
Repurchase of common stock			(63,220	)			(75,549	)
Dividends			(12,957	)			—
Exercise of stock options, not including tax benefits			56				69
Net cash used in financing activities			(57,882	)			(80,696	)
Effect of foreign currency translation on cash and cash equivalents			(4,031	)			433
Net decrease in cash and cash equivalents			(824,264	)			(755,303	)
Cash and cash equivalents at beginning of period			1,853,167				1,294,329
Cash and cash equivalents at end of period		$	1,028,903			$	539,026
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest		$	84,941			$	73,524
Income taxes			59,791				(1,061	)
Acquisitions:
Fair value of assets acquired, including goodwill							53,104
Liabilities assumed							(14,344	)
Cash paid for acquisition							38,760

See accompanying unaudited notes to consolidated financial statements.

Index

		Page
Note 1. Organization and Summary of Significant Accounting Policies			11
Note 2. Cash, Cash Equivalents and Short-Term Investments			18
Note 3. Financial Instruments			19
Note 4. Derivative Financial Instruments			28
Note 5. Collateralized Transactions			31
Note 6. Securitization Activities and Variable Interest Entities			32
Note 7. Acquisitions			38
Note 8. Short-Term Borrowings			40
Note 9. Long-Term Debt			40
Note 10. Mandatorily Redeemable Convertible Preferred Stock			41
Note 11. Noncontrolling Interest and Mandatorily Redeemable Preferred Interests of Consolidated Subsidiaries			41
Note 12. Benefit Plans			42
Note 13. Compensation Plans			43
Note 14. Earnings Per Share			47
Note 15. Income Taxes			48
Note 16. Commitments, Contingencies and Guarantees			49
Note 17. Net Capital Requirements			51
Note 18. Segment Reporting			51
Note 19. Related Party Transactions			52

JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
(Unaudited)

Note 1. Organization and Summary of Significant Accounting Policies

Organization

The accompanying unaudited consolidated financial statements include the accounts of Jefferies Group, Inc. and all its subsidiaries (together, “we” or “us”), including Jefferies & Company, Inc. (“Jefferies”), Jefferies Execution Services, Inc., (“Jefferies Execution”), Jefferies International Limited, Jefferies Asset Management, LLC, Jefferies Financial Products, LLC and all other entities in which we have a controlling financial interest or are the “primary beneficiary, “ including Jefferies High Yield Holdings, LLC (“JHYH”), Jefferies Special Opportunities Partners, LLC (“JSOP”) and Jefferies Employees Special Opportunities Partners, LLC (“JESOP”). The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S generally accepted accounting principles for complete financial statements. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009.

On April 19, 2010, our Board of Directors approved a change to our fiscal year end from a calendar year basis to a fiscal year ending on November 30. Our 2010 second and third quarters will be the three months ended May 31 and August 31, respectively, and our fiscal year end will consist of the eleven month transition period beginning January 1, 2010 through November 30, 2010. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the eleven-month period ending November 30, 2010.

Reclassifications

Prior to October 1, 2009, commissions and commission equivalents earned on certain over-the-counter equity securities trades were reported within Principal transactions revenue. As of October 1, 2009, these revenues are included within Commission revenue on the Consolidated Statements of Earnings. Previously presented financial statements have been adjusted to change these revenues from Principal transactions revenue to Commissions revenue. The impact of these changes is to increase Commissions revenue for the three months ended March 31, 2009 by $29.9 million from $101.9 million to $131.8 million and conversely to decrease Principal transactions by $29.9 million from $152.3 million to $122.4 million for transactions during the three months ended March 31, 2009 previously presented in our Quarterly Report on Form 10-Q, as filed on May 8, 2009. There was no impact on Total revenues, Net revenues, Net earnings or Earnings per share for the three months ended March 31, 2009 due to these changes.

Summary of Significant Accounting Policies

Principles of Consolidation

Our policy is to consolidate all entities in which we own more than 50% of the outstanding voting stock and have control. In addition, we consolidate entities which lack characteristics of an operating entity or business for which we are the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. In situations where we have significant influence but not control of an entity that does not qualify as a variable interest entity, we apply the equity method of accounting or fair value accounting. We also have formed nonconsolidated investment vehicles with third-party investors that are typically organized as partnerships or limited liability companies. We act as general partner or managing member for these investment vehicles and have generally provided the third-party investors with termination or “kick-out” rights.

All material intercompany accounts and transactions are eliminated in consolidation.

JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
(Unaudited)

Revenue Recognition

Commissions. All customer securities transactions are reported on the Consolidated Statements of Financial Condition on a settlement date basis with related income reported on a trade-date basis. Under clearing agreements, we clear trades for unaffiliated correspondent brokers and retain a portion of commissions as a fee for our services. Correspondent clearing revenues are included in other revenue. We permit institutional customers to allocate a portion of their gross commissions to pay for research products and other services provided by third parties. The amounts allocated for those purposes are commonly referred to as soft dollar arrangements. Soft dollar expenses amounted to $8.8 million and $7.1 million for the three months ended March 31, 2010 and 2009, respectively. We account for the cost of these arrangements on an accrual basis. As we are not the primary obligor for these arrangements, expenses relating to soft dollars are netted against commission revenues.

Principal Transactions. Financial instruments owned, securities pledged and Financial instruments sold, but not yet purchased (all of which are recorded on a trade-date basis) are carried at fair value with unrealized gains and losses reflected in principal transactions in the Consolidated Statements of Earnings on a trade date basis, except for unrealized gains and losses on financial instruments held by consolidated asset management entities, which are presented in Asset management fees and investment income (loss) from managed funds.

Investment Banking. Underwriting revenues and fees from mergers and acquisitions, restructuring and other investment banking advisory assignments or engagements are recorded when the services related to the underlying transactions are completed under the terms of the assignment or engagement. Expenses associated with such assignments are deferred until reimbursed by the client, the related revenue is recognized or the engagement is otherwise concluded. Expenses are recorded net of client reimbursements. Revenues are presented net of related unreimbursed expenses. Unreimbursed expenses with no related revenues are included in business development in the Consolidated Statements of Earnings.

Asset Management Fees and Investment Income (Loss) From Managed Funds. Asset management fees and investment income (loss) from managed funds include revenues we earn from management, administrative and performance fees from funds managed by us, revenues from management and performance fees we earn from third-party managed funds and investment income (loss) from our investments in these funds. We earn fees in connection with management and investment advisory services performed for various funds and managed accounts. These fees are based on the value of assets under management and may include performance fees based upon the performance of the funds. Management and administrative fees are generally recognized over the period that the related service is provided based upon the beginning or ending net asset value of the relevant period. Generally, performance fees are earned when the return on assets under management exceeds certain benchmark returns, “high-water marks” or other performance targets. Performance fees are accrued on a monthly basis and are not subject to adjustment once the measurement period ends (annually) and performance fees have been realized.

Interest Revenue and Expense. We recognize contractual interest on financial instruments owned and financial instruments sold, but not yet purchased, on an accrual basis as a component of interest revenue and expense. Interest flows on derivative trading transactions and dividends are included as part of the fair valuation of these contracts in principal transactions in the Consolidated Statements of Earnings and are not recognized as a component of interest revenue or expense. We account for our short-term, long-term borrowings and our mandatorily redeemable convertible preferred stock on an accrual basis with related interest recorded as interest expense. In addition, we recognize interest revenue related to our securities borrowed and securities purchased under agreements to resell activities and interest expense related to our securities loaned and securities sold under agreements to repurchase activities on an accrual basis.

Cash Equivalents

Cash equivalents include highly liquid investments not held for resale with original maturities of three months or less.

JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
(Unaudited)

Cash and Securities Segregated and on Deposit for Regulatory Purposes or Deposited With Clearing and Depository Organizations

In accordance with Rule 15c3-3 of the Securities Exchange Act of 1934, Jefferies as a broker-dealer carrying client accounts, is subject to requirements related to maintaining cash or qualified securities in a segregated reserve account for the exclusive benefit of its clients. In addition, certain financial instruments used for initial and variation margin purposes with clearing and depository organizations are recorded in this caption.

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the end of a period. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of hedging gains or losses and taxes, if any, are included in Other comprehensive income. Gains or losses resulting from foreign currency transactions are included in principal transactions in the Consolidated Statements of Earnings.

Financial Instruments

Financial instruments owned and Financial instruments sold, not yet purchased are recorded at fair value, either as required by accounting pronouncements or through the fair value option election. These instruments primarily represent our trading activities and include both cash and derivative products. Gains and losses are recognized in Principal transactions in our Consolidated Statements of Earnings. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

Fair Value Hierarchy

In determining fair value, we maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. We apply a hierarchy to categorize our fair value measurements broken down into three levels based on the transparency of inputs as follows:

	Level 1:		Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
	Level 2:		Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed.
	Level 3:		Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument and market conditions. To the extent that valuation is based on models or input that are

JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
(Unaudited)

less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

We use prices and inputs that are current as of the measurement date. As the observability of prices and inputs may change for a financial instrument from period to period, this condition may cause a transfer of an instrument among the fair value hierarchy levels. Transfers among the levels are recognized at the beginning of each period.

Valuation Process for Financial Instruments

Financial instruments are valued at quoted market prices, if available. Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, we allow for mid-market pricing and adjust to the point within the bid-ask range that meets our best estimate of fair value. For offsetting positions in the same financial instrument, the same price within the bid-ask spread is used to measure both the long and short positions.

For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based upon consideration of available information, including types of financial instruments, current financial information, restrictions on dispositions, fair values of underlying financial instruments and quotations for similar instruments. The valuation process for financial instruments may include the use of valuation models and other techniques. Adjustments to valuations (such as counterparty, credit, concentration or liquidity) derived from valuation models may be made when, in management’s judgment, either the size of the position in the financial instrument in a nonactive market or other features of the financial instrument such as its complexity, or the market in which the financial instrument is traded require that an adjustment be made to the value derived from the models. An adjustment may be made if a financial instrument is subject to sales restrictions that would result in a price less than the quoted market price. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument and are adjusted for assumptions about risk uncertainties and market conditions. Results from valuation models and valuation techniques in one period may not be indicative of future period fair value measurements.

See Note 3, Financial Instruments, for a description of valuation techniques applied to the classes of financial instruments at fair value.

Investments in Managed Funds

Investments in managed funds include our investments in funds managed by us and our investments in third-party managed funds in which we are entitled to a portion of the management and/or performance fees. Investments in nonconsolidated managed funds are accounted for on the equity method or fair value. Gains or losses on our investments in managed funds are included in Asset management fees and investment income (loss) from managed funds in the Consolidated Statements of Earnings.

Other Investments

Other investments includes investments entered into where we exercise significant influence over operating and capital decisions in private equity and other operating entities in connection with our capital market activities and loans issued in connection with such activities. Other investments are accounted for on the equity method or at cost, as appropriate.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
(Unaudited)

Receivable from and Payable to Customers

Receivable from and payable to customers includes amounts receivable and payable on cash and margin transactions. Securities owned by customers and held as collateral for these receivables are not reflected in the accompanying consolidated financial statements. Receivable from officers and directors represents balances arising from their individual security transactions. These transactions are subject to the same regulations as customer transactions and are provided on substantially the same terms.

Securities Borrowed and Securities Loaned

Securities borrowed and securities loaned are carried at cost and accounted for as collateralized financing transactions. In connection with both trading and brokerage activities, we borrow securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement date, and lend securities to other brokers and dealers for similar purposes. We have an active securities borrowed and lending matched book business in which we borrow securities from one party and lend them to another party. When we borrow securities, we generally provide cash to the lender as collateral, which is reflected in our Consolidated Statements of Financial Condition as Securities borrowed. We earn interest revenues on this cash collateral. Similarly, when we lend securities to another party, that party provides cash to us as collateral, which is reflected in our Consolidated Statements of Financial Condition as Securities loaned. We pay interest expense on the cash collateral received from the party borrowing the securities. A substantial portion of our interest revenues and interest expenses results from this matched book activity. The initial collateral advanced or received approximates or is greater than the fair value of the securities borrowed or loaned. We monitor the fair value of the securities borrowed and loaned on a daily basis and request additional collateral or return excess collateral, as appropriate.

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase

Securities purchased under agreements to resell and Securities sold under agreements to repurchase (collectively “repos”) are accounted for as collateralized financing transactions and are recorded at their contracted repurchase amount. We earn net interest revenues from this activity which is reflected in our Consolidated Statements of Earnings. We monitor the fair value of the underlying securities daily versus the related receivable or payable balances. Should the fair value of the underlying securities decline or increase, additional collateral is requested or excess collateral is returned, as appropriate. We carry repos on a net basis by counterparty when appropriate.

Premises and Equipment

Premises and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets (generally three to ten years). Leasehold improvements are amortized using the straight-line method over the term of the related leases or the estimated useful lives of the assets, whichever is shorter.

Goodwill

At least annually, and more frequently if warranted, we assess whether goodwill has been impaired by comparing the estimated fair value, calculated based on earnings and book value multiples, of each reporting unit with its estimated net book value, by estimating the amount of stockholders’ equity required to support each reporting unit. Periodically estimating the fair value of a reporting unit requires significant judgment and often involves the use of significant estimates and assumptions. These estimates and assumptions could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge. We completed our annual assessment of goodwill as of September 30, 2009 and no impairment was identified.

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Income Taxes

We file a consolidated U.S. federal income tax return, which includes all of our qualifying subsidiaries. We also are subject to income tax in various states and municipalities and those foreign jurisdictions in which we operate. Amounts provided for income taxes are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income taxes are provided for temporary differences in reporting certain items, principally, share-based compensation, deferred compensation, unrealized gains and losses on investments and tax amortization on intangible assets. The realization of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized.

The tax benefit related to dividends and dividend equivalents paid on nonvested share based payment awards and outstanding equity options is recognized as an increase to additional paid in capital. These amounts are included in tax benefits for issuance of share-based awards on the Consolidated Statement of Changes in Stockholders’ Equity.

Legal Reserves

We recognize a liability for a contingency when it is probable that a liability has been incurred and when the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount of such loss, and if such amount is not determinable, then we accrue the minimum of the range of probable loss.

We record reserves related to legal proceedings in accrued expenses and other liabilities to the extent such losses are probable and can be estimated. The determination of these reserve amounts requires significant judgment on the part of management. We consider many factors including, but not limited to: the amount of the claim; the basis and validity of the claim; previous results in similar cases; and legal precedents and case law. Each legal proceeding is reviewed with counsel in each accounting period and the reserve is adjusted as deemed appropriate by management.

Share-Based Compensation

Share-based awards are measured based on the grant-date fair value of the award and recognized over the period from the service inception date through the date the employee is no longer required to provide service to earn the award. Expected forfeitures are included in determining share-based compensation expense.

Earnings per Common Share

Basic earnings per share (“EPS”) is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued. Net earnings (loss) available to common shareholders represent net earnings (loss) to common shareholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities. Common shares outstanding and certain other shares committed to be, but not yet issued, include restricted stock and restricted stock units for which no future service is required. Diluted EPS is computed by dividing net earnings available to common shareholders plus dividends on dilutive mandatorily redeemable convertible preferred stock by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued, plus all dilutive common stock equivalents outstanding during the period.

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and, therefore, are included in the earnings allocation in computing earnings per share under the two-class method of earning per share. We grant restricted stock and restricted stock

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units as part of our share-based compensation that contain nonforfeitable rights to dividends and dividend equivalents, respectively, and therefore, prior to the requisite service being rendered for the right to retain the award, restricted stock and restricted stock units meet the definition of a participating security. As such, we calculate Basic and Diluted earnings per share under the two-class method. All prior-period earnings per share data presented have been adjusted to include participating securities in the earnings per share computation using the two-class method.

Securitization Activities

We engage in securitization activities related to mortgage-backed securities. Such transfers of financial assets are accounted for as sales when we have relinquished control over the transferred assets. The gain or loss on sale of such financial assets depends, in part, on the previous carrying amount of the assets involved in the transfer allocated between the assets sold and the retained interests, if any, based upon their respective fair values at the date of sale. We may retain interests in the securitized financial assets as one or more tranches of the securitization. These retained interests are included within Financial instruments owned in the Consolidated Statement of Financial Condition at fair value. Any changes in the fair value of such retained interests are recognized within Principal transactions revenues in the Consolidated Statement of Earnings.

Accounting Developments

The following is a summary of Accounting Standards Codification™ (“ASC”) Topics that have impacted or will impact our disclosures and/or accounting policies for financial statements issued for interim and annual periods:

Consolidation

We have adopted accounting changes described in ASC Topic 810, Consolidation, as of January 1, 2010, which require that the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity consolidate the variable interest entity. The changes to ASC 810, effective as of January 1, 2010, eliminate the quantitative approach previously applied to assessing the consolidation of a variable interest entity and require ongoing reassessments for consolidation. Upon adoption of these accounting changes on January 1, 2010, we consolidated certain CLOs and other investment vehicles. We applied the fair value option as our transition method to consolidate these entities. The following table presents the effect of the consolidation of these entities on our assets, liabilities and stockholders’ equity on January 1, 2010 (in thousands):

Cash and cash equivalents		$	66,254
Financial instruments owned, at fair value:
Corporate debt securities			30,393
Loans and other receivables			1,523,566
Investments, at fair value			2,990
Total financial instruments owned, at fair value			1,556,949
Investments in managed funds			(7,273	)
Receivable from customers			(13,317	)
Receivable from fees, interest and other			4,265
Total assets		$	1,606,878
Accrued expenses and other liabilities		$	2,886
Long-term debt			1,600,934
Total liabilities			1,603,820
Noncontrolling interests			3,058
Total stockholders’ equity			3,058
Total liabilities and stockholders’ equity		$	1,606,878

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Subsequently, we sold and assigned our management agreements for the CLOs to a third party; thus we no longer have the power to direct the most significant activities of the CLOs. Upon the assignment of the management agreements in the first quarter of 2010, we deconsolidated the CLOs and accounted for our remaining interests in the CLOs at fair value.

Transfers and Servicing

We adopted further accounting changes described in ASC Topic 860, Transfers and Servicing, as of January 1, 2010, which eliminate the concept of a qualifying special purpose entity, require that a transferor consider all arrangements made contemporaneously with, or in contemplation of, a transfer of assets when determining whether derecognition of a financial asset is appropriate, clarify the requirement that a transferred financial asset be legally isolated from the transferor and any of its consolidated affiliates, stipulate that constraints on a transferee’s ability to freely pledge or exchange transferred assets causes the transfer to fail sale accounting, and define participating interests and provides guidance on derecognizing participating interests. The adoption did not have an effect on our financial condition, results of operations or cash flows.

Use of Estimates

We have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with U.S. generally accepted accounting principles. The most important of these estimates and assumptions relate to fair value measurements and compensation and benefits. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. Current economic conditions increased the risks and complexity of the judgments in these estimates.

Note 2. Cash, Cash Equivalents and Short-Term Investments

We generally invest our excess cash in money market funds and other short-term investments. Cash equivalents include highly liquid investments not held for resale with original maturities of three months or less. The following are financial instruments that are cash and cash equivalents that are deemed by us to be generally readily convertible into cash as of March 31, 2010 and December 31, 2009 (in thousands of dollars):

		March 31,				December 31,
		2010				2009
Cash and cash equivalents:
Cash in banks		$	203,818			$	196,189
Money market investments			825,085				1,656,978
Total cash and cash equivalents			1,028,903				1,853,167
Cash and securities segregated (1)			1,328,194				1,089,803
		$	2,357,097			$	2,942,970

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Note 3. Financial Instruments

The following is a summary of our financial assets and liabilities that are accounted for at fair value on a recurring basis as of March 31, 2010 and December 31, 2009 by level within the fair value hierarchy (in thousands):

		As of March 31, 2010
														Counterparty
														and Cash
														Collateral
		Level 1				Level 2				Level 3				Netting				Total
Assets:
Financial instruments owned:
Corporate equity securities		$	1,761,958			$	55,089			$	37,066			$	—			$	1,854,113
Corporate debt securities			8,193				3,224,253				109,464				—				3,341,910
Collateralized debt obligations			—				3				13,505				—				13,508
U.S. government and federal agency securities			1,508,637				442,967				—				—				1,951,604
U.S. issued municipal securities			—				239,969				425				—				240,394
Foreign government issued securities			661,845				655,613				—				—				1,317,458
Residential mortgage-backed securities			—				3,196,723				166,536				—				3,363,259
Commercial mortgage-backed securities			—				98,762				14,966				—				113,728
Other asset-backed securities			—				107,813				110				—				107,923
Loans and other receivables			—				245,669				236,230				—				481,899
Derivatives			139,540				81,659				—				(182,247	)			38,952
Investments at fair value			—				685				70,169				—				70,854
Total financial instruments owned		$	4,080,173			$	8,349,205				648,471			$	(182,247	)		$	12,895,602
Investments in Managed Funds											8,378
Level 3 assets for which the firm does not bear economic exposure (1)											(214,743	)
Level 3 assets for which the firm bears economic exposure										$	442,106
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities		$	1,757,459			$	22,685			$	38			$	—			$	1,780,182
Corporate debt securities			—				2,517,966				224				—				2,518,190
U.S. government and federal agency securities			1,296,376				160				—				—				1,296,536
U.S. issued municipal securities			—				10				—				—				10
Foreign government issued securities			729,373				611,037				—				—				1,340,410
Residential mortgage-backed securities			—				11,199				—				—				11,199
Commercial mortgage-backed securities			—				861				—				—				861
Loans			—				176,766				176,297				—				353,063
Derivatives			129,273				108,366				1,517				(215,483	)			23,673
Total financial instruments sold, not yet purchased		$	3,912,481			$	3,449,050			$	178,076			$	(215,483	)		$	7,324,124

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(Unaudited)

		As of December 31, 2009
														Counterparty
														and Cash
														Collateral
		Level 1				Level 2				Level 3				Netting				Total
Assets:
Financial instruments owned:
Corporate equity securities		$	1,419,019			$	37,981			$	43,042			$	—			$	1,500,042
Corporate debt securities			—				2,295,486				116,648				—				2,412,134
Collateralized debt obligations			—				—				9,570				—				9,570
U.S. government and federal agency securities			821,323				367,642				—				—				1,188,965
U.S. issued municipal securities			—				127,346				420				—				127,766
Foreign government issued securities			71,199				374,517				196				—				445,912
Residential mortgage-backed securities			—				2,578,796				136,496				—				2,715,292
Commercial mortgage-backed securities			—				307,068				3,215				—				310,283
Other asset-backed securities			—				54,180				110				—				54,290
Loans and other receivables			—				84,666				506,542				—				591,208
Derivatives			219,067				102,357				1,909				(261,216	)			62,117
Investments at fair value			—				4,592				65,564				—				70,156
Total financial instruments owned		$	2,530,608			$	6,334,631				883,712			$	(261,216	)		$	9,487,735
Level 3 assets for which the firm does not bear economic exposure (1)											(379,153	)
Level 3 assets for which the firm bears economic exposure										$	504,559
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities		$	1,350,125			$	10,403			$	—			$	—			$	1,360,528
Corporate debt securities			—				1,909,781				—				—				1,909,781
U.S. government and federal agency securities			1,350,155				1,911				—				—				1,352,066
U.S. issued municipal securities			—				10				—				—				10
Foreign government issued securities			150,684				233,101				—				—				383,785
Residential mortgage-backed securities			—				21,474				—				—				21,474
Loans			—				10,660				352,420				—				363,080
Derivatives			225,203				100,731				4,926				(312,433	)			18,427
Total financial instruments sold, not yet purchased		$	3,076,167			$	2,288,071			$	357,346			$	(312,433	)		$	5,409,151

We elected to apply the fair value option to loans and loan commitments made in connection with our investment banking and sales and trading activities and certain investments held by subsidiaries that are not registered broker-dealers. Loans and investments at fair value are included in Financial instruments owned and loan commitments are included in Financial instruments sold, not yet purchased — derivatives on the Consolidated Statements of Financial Condition. The fair value option was elected for loans and loan commitments and investments held by subsidiaries that are not registered broker-dealers because they are risk managed by us on a fair value basis. Cash and cash equivalents, the cash component of cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations, receivables — brokers, dealers and clearing organizations, receivables — customers, receivables — fees, interest and other, payables — brokers, dealers and clearing organizations and payables —

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customers, are not accounted for at fair value; however, the recorded amounts approximate fair value due to their liquid or short-term nature.

The following is a description of the valuation basis, including valuation techniques and inputs, used in measuring our financial assets and liabilities that are accounted for at fair value on a recurring basis:

Corporate Equity Securities

•

Exchange Traded Equity Securities: Exchange-traded equity securities are measured based on quoted exchange prices, which are generally obtained from pricing services, and are categorized as Level 1 in the fair value hierarchy.

•

Non-exchange Traded Equity Securities: Non-exchange traded equity securities are measured primarily using broker quotations, pricing service data from external providers and prices observed for recently executed market transactions and are categorized within Level 2 of the fair value hierarchy. Where such information is not available, non-exchange traded equity securities are categorized as Level 3 financial instruments and measured using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/EBITDA, price/book value), discounted cash flow analyses and transaction prices observed for subsequent financing or capital issuance by the company. When using pricing data of comparable companies, judgment must be applied to adjust the pricing data to account for differences between the measured security and the comparable security (e.g., issuer market capitalization, yield, dividend rate, geographical concentration).

•

Equity warrants: Equity warrants are generally classified within Level 3 of the fair value hierarchy and are measured using the Black-Scholes model with key inputs impacting the valuation including the underlying security price, implied volatility, dividend yield, interest rate curve, strike price and maturity date.

Corporate Debt Securities

•

Corporate Bonds: Corporate bonds are measured primarily using broker quotations and pricing service data from external providers, where available, prices observed for recently executed market transactions of comparable size, and bond spreads or credit default swap spreads of the issuer adjusted for basis differences between the swap curve and the bond curve. Corporate bonds measured using these valuation methods are categorized within Level 2 of the fair value hierarchy. If broker quotes, pricing data or spread data is not available, alternative valuation techniques are used including cash flow models incorporating interest rate curves, single name or index credit default swap curves for comparable issuers and recovery rate assumptions. Corporate bonds measured using alternative valuation techniques are classified within Level 3 of the fair value hierarchy and comprise a limited portion of our corporate bonds.

•

High Yield Corporate and Convertible Bonds: A significant portion of our high yield corporate and convertible bonds are classified within Level 2 of the fair value hierarchy and are measured primarily using broker quotations and pricing service data from external providers, where available, and prices observed for recently executed market transactions of comparable size. Where pricing data is less observable, valuations are classified in Level 3 and are based on pending transactions involving the issuer or comparable issuers, prices implied from an issuer’s subsequent financings or recapitalizations, models incorporating financial ratios and projected cash flows of the issuer and market prices for comparable issuers.

•

Auction Rate Securities: Auction rate securities (“ARS”) included within corporate debt securities include ARS backed by pools of student loans and auction rate preferred securities issued by closed end mutual funds. ARS are measured using market data provided by external service providers, as available. The fair value of ARS is also determined by benchmarking to independent market data and adjusting for projected cash flows, level of seniority in the capital structure, leverage, liquidity and credit rating, as appropriate. ARS are classified within Level 3 of the fair value hierarchy based on our assessment of the transparency of the external market data received.

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Collateralized Debt Obligations

Collateralized debt obligations are measured based on valuations received from third party brokers and classified within Level 3 of the fair value hierarchy due to the unobservable nature of the pricing inputs underlying the broker valuations.

U.S. Government and Federal Agency Securities

•

U.S. Treasury Securities: U.S. Treasury securities are measured based on quoted market prices and categorized in Level 1 of the fair value hierarchy.

•

U.S. Agency Issued Debt Securities: Callable and non callable U.S. agency issued debt securities are measured primarily based on quoted market prices obtained from external pricing services. Noncallable U.S. agency securities are generally classified within Level 1 of the fair value hierarchy and callable U.S. agency securities are classified within Level 2.

Municipal Securities

Municipal securities are measured based on quoted prices obtained from external data providers and generally classified within Level 2 of the fair value hierarchy.

Foreign Government Issued Securities

•

G-7 Government and non-G-7 Government Bonds: G-7 government and non-G-7 government bonds are measured based on quoted market prices obtained from external pricing services. G-7 government bonds are categorized within Level 1 of the fair value hierarchy and non-G-7 government bonds are categorized within Level 2.

•

Emerging Market Sovereign Debt Securities: Valuations are primarily based on market price quotations from external data providers, where available, or recently executed independent transactions of comparable size. To the extent market price quotations are not available or recent transactions have not been observed, valuation techniques incorporating foreign currency curves, interest rate yield curves and country spreads for bonds of similar issuers, seniority and maturity are used to determine fair value. Emerging market sovereign debt securities are generally classified within Level 2 of the fair value hierarchy.

Residential Mortgage-Backed Securities

•

Agency Residential Mortgage-Backed Securities: Agency residential mortgage-backed securities include mortgage pass-through securities (fixed and adjustable rate), collateralized mortgage obligations, interest-only and principal-only securities and to-be-announced securities and are generally measured using market price quotations from external data providers and categorized within Level 2 of the fair value hierarchy.

•

Agency Residential Inverse Interest-Only Securities (“Agency Inverse IOs”): The fair value of agency inverse IOs is estimated using expected future cash flow techniques that incorporate prepayment models and other prepayment assumptions to amortize the underlying mortgage loan collateral. We use prices observed for recently executed transactions to develop market-clearing spread and yield curve assumptions. Valuation inputs with regard to underlying collateral incorporate weighted average coupon, loan-to-value, credit scores, geographic location, maximum and average loan size, originator, servicer, and weighted average loan age. Agency inverse IOs are categorized within Level 2 of the fair value hierarchy. We also use vendor data in developing assumptions, as appropriate.

•

Non-Agency Residential Mortgage-Backed Securities: Fair values are determined primarily using discounted cash flow methodologies and securities are categorized within Level 2 or Level 3 of the fair value hierarchy based on the observability of the pricing inputs used. Performance attributes of the underlying mortgage loans are evaluated to estimate pricing inputs, such as prepayment rates, default rates and the severity of credit losses. Attributes of the underlying mortgage loans that affect the pricing inputs include, but are not limited to, weighted

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average coupon; average and maximum loan size; loan-to-value; credit scores; documentation type; geographic location; weighted average loan age; originator; servicer; historical prepayment, default and loss severity experience of the mortgage loan pool; and delinquency rate. Yield curves used in the discounted cash flow models are based on observed market prices for comparable securities and published interest rate data to estimate market yields.

Commercial Mortgage-Backed Securities

•

Agency Commercial Mortgage-Backed Securities: GNMA project loan bonds and FNMA DUS mortgage-backed securities are generally measured by using prices observed for recently executed market transactions to estimate market-clearing spread levels for purposes of estimating fair value. GNMA project loan bonds and FNMA DUS mortgage-backed securities are categorized within Level 2 of the fair value hierarchy.

•

Non-Agency Commercial Mortgage-Backed Securities: Non-agency commercial mortgage-backed securities are measured using pricing data obtained from third party services and prices observed for recently executed market transactions and are categorized within Level 2 and Level 3 of the fair value hierarchy.

Other Asset-Backed Securities

Other asset-backed securities include, but are not limited to, securities backed by auto loans, credit card receivables and student loans and are categorized within Level 2 of the fair value hierarchy. Valuations are determined using pricing data obtained from third party services and prices observed for recently executed market transactions.

Loans and Other Receivables

•

Corporate Loans: Corporate loans categorized within Level 2 of the fair value hierarchy are measured based on market price quotations from external data providers where sufficient observability exists as to the extent of market transaction data supporting the pricing data. Corporate loans categorized within Level 3 are measured based on market price quotations that are considered to be less transparent, market prices for debt securities of the same creditor, and estimates of future cash flow incorporating assumptions regarding creditor default and recovery rates and consideration of the issuer’s capital structure.

•

Participation Certificates in GNMA Project and Construction Loans: Valuations of participation certificates in GNMA project and construction loans are based on observed market prices of recently executed purchases of similar loans which are then used to derive a market implied spread. The market implied spread is used as the primary input in estimating the fair value of loans at the measurement date. The loan participation certificates are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions.

•

Escrow and Trade Claim Receivables: Escrow and trade claim receivables are categorized within Level 3 of the fair value hierarchy with fair value estimated based on reference to market prices and implied yields of debt securities of the same or similar issuers.

Derivatives

•

Listed Derivative Contracts: Listed derivative contracts are measured based on quoted exchange prices, which are generally obtained from pricing services, and are categorized as Level 1 in the fair value hierarchy.

•

OTC Derivative Contracts: OTC derivative contracts are generally valued using models, whose inputs reflect assumptions that we believe market participants would use in valuing the derivative in a current period transaction. Inputs to valuation models are appropriately calibrated to market data. For many OTC derivative contracts, the valuation models do not involve material subjectivity as the methodologies do not entail significant judgment and the inputs to valuation models do not involve a high degree of subjectivity as the valuation model inputs are readily observable or can be derived from actively quoted markets. OTC derivative contracts are primarily categorized in Level 2 of the fair value hierarchy given the observability of the inputs to the valuation models.

JEFFERIES GROUP, INC. AND SUBSIDIARIES
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OTC options include OTC equity and commodity options measured using Black-Scholes models with key inputs impacting the valuation including the underlying security or commodity price, implied volatility, dividend yield, interest rate curve, strike price and maturity date. Discounted cash flow models are utilized to measure certain OTC derivative contracts including the valuations of our interest rate swaps, which incorporate observable inputs related to interest rate curves, and valuations of our foreign exchange forwards and swaps, which incorporate observable inputs related to foreign currency spot rates and forward curves. Credit defaults swaps include both index and single-name credit default swaps. External prices are available as inputs in measuring index credit default swaps. For single-name credit default swaps, fair value is determined based on valuation statements provided by the counterparty. For commodity and equity total return swaps, market prices are observable for the underlying asset and used as the basis for measuring the fair value of the derivative contracts. Total return swaps executed on other underlyings are measured based on valuations received from third parties.

Investments at Fair Value

Investments at fair value include primarily investments in hedge funds, fund of funds and private equity funds, which are measured based on the net asset value of the funds provided by the fund managers and categorized within Level 3 of the fair value hierarchy. Additionally, investments at fair value include direct equity investments in private companies, which are measured using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/EBITDA, price/book value), discounted cash flow analyses and transaction prices observed for subsequent financing or capital issuance by the company. Direct equity investments in private companies are categorized within Level 3 of the fair value hierarchy.

Investments in Managed Funds

Investments in managed funds that are accounted for at fair value consist of interests in collateralized loan obligations, are measured based on valuations received from third parties and are categorized in Level 3 of the fair value hierarchy.

At March 31, 2010 and December 31, 2009, our Financial instruments owned and Financial instruments sold, not yet purchased are measured using different valuation bases as follows:

Valuation Basis at		Financial Instruments				Financial Instruments
March 31, 2010		Owned				Sold, Not Yet Purchased
Exchange closing prices			14	%			24	%
Recently observed transaction prices			12	%			2	%
Data providers/pricing services			60	%			58	%
Broker quotes			11	%			15	%
Valuation techniques			3	%			1	%
			100	%			100	%

Valuation Basis at		Financial Instruments				Financial Instruments
December 31, 2009		Owned				Sold, Not Yet Purchased
Exchange closing prices			15	%			25	%
Recently observed transaction prices			2	%			2	%
Data providers/pricing services			55	%			48	%
Broker quotes			12	%			23	%
Valuation techniques			16	%			2	%
			100	%			100	%

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Pricing information obtained from external data providers may incorporate a range of market quotes from dealers, recent market transactions and benchmarking model derived prices to quoted market prices and trade data for comparable securities. External pricing data is subject to evaluation for reasonableness using a variety of means including comparisons of prices to those of similar product types, quality and maturities, consideration of the narrowness or wideness of the range of prices obtained, knowledge of recent market transactions and an assessment of the similarity in prices to comparable dealer offerings in a recent time period.

The following is a summary of changes in fair value of our financial assets and liabilities that have been classified as Level 3 for the three months ended March 31, 2010 and 2009 (in thousands):

		Three Months Ended March 31, 2010
																										Change in
																										unrealized gains/
						Total gains/				Purchases,																(losses) relating to
		Balance,				losses				sales, settlements,				Transfers				Transfers out				Balance,				instruments still held
		December 31,				(realized and				and				into				of				March 31,				at March 31, 2010
		2009				unrealized) (1)				issuances				Level 3				Level 3				2010				(1)
Assets:
Financial instruments owned:
Corporate equity securities		$	43,042			$	(6,605	)		$	3,361			$	71			$	(2,803	)		$	37,066			$	(6,378	)
Corporate debt securities			116,648				(1,318	)			(5,163	)			50				(753	)			109,464				937
Collateralized debt obligations			9,570				3,935				—				—				—				13,505				3,935
U.S. issued municipal securities			420				5				—				—				—				425				5
Foreign government issued securities			196				—				—				—				(196	)			—				—
Residential mortgage-backed securities			136,496				5,345				23,248				5,397				(3,950	)			166,536				392
Commercial mortgage-backed securities			3,215				(226	)			12,450				858				(1,331	)			14,966				(303	)
Other asset-backed securities			110				—				—				—				—				110				—
Loans and other receivables			506,542				6,735				(44,488	)			—				(232,559	)			236,230				4,025
Investments at fair value			65,564				282				38				4,285								70,169				(313	)
Investments in managed funds		$	—			$	1,106			$	7,272			$	—			$	—			$	8,378			$	1,106
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities		$	—			$	—			$	—			$	38			$	—			$	38			$	—
Corporate debt securities			—				(6	)			230				—				—				224				(5	)
Net derivatives (2)			6,835				(3,409	)			—				—				(1,909	)			1,517				(3,409	)
Loans			352,420				—				(48,282	)			—				(127,841	)			176,297				—

During the three months ended March 31, 2010, we had transfers of assets of $10.7 million from Level 2 to Level 3, which are primarily attributed to transfers of non-agency mortgage-backed securities for which no recent trade activity was observed for purposes of determining observable inputs. Additionally, transfers of assets from Level 2 to Level 3 are attributed to certain investments at fair value, which have little to no transparency as to trade activity. Transfers of assets from Level 3 to Level 2 during the three months ended March 31, 2010 were $241.6 million primarily attributed to corporate loans, for which we obtained additional market pricing data from third party sources during the quarter that provided additional transparency into the valuation process for these assets.

Transfers of liabilities from Level 2 to Level 3 were $0.04 million and transfers of liabilities from Level 3 to Level 2 were $129.8 million for the three months ended March 31, 2010. Transfers of liabilities from Level 3 to Level 2 during the three months ended March 31, 2010 are primarily due to transfers of short corporate loans, for which we obtained additional market pricing data from third party sources during the quarter that provided additional transparency into the valuation process for these liabilities.

Net gains on Level 3 assets, excluding investments in managed funds, were $8.2 million and net gains on Level 3 liabilities were $3.4 million for the three months ended March 31, 2010.

		Three Months Ended March 31, 2009
		Non-derivative				Non-derivative				Derivative				Derivative
		instruments –				instruments –				instruments –				instruments –
		Assets				Liabilities				Assets				Liabilities				Investments
Balance, December 31, 2008		$	394,316			$	3,515			$	—			$	8,197			$	75,059
Total gains/ (losses) (realized and unrealized) (1)			(39,296	)			390				3,087				(4,324	)			(6,474	)
Purchases, sales, settlements, and issuances			134,968				58,516				—				—				2,757
Transfers into Level 3			25,528				—				—				—				6
Transfers out of Level 3			(12,550	)			(3,515	)			—				—				—
Balance, March 31, 2009		$	502,966			$	58,906			$	3,087			$	3,873			$	71,348
Change in unrealized gains/ (losses) relating to instruments still held at March 31, 2009 (1)		$	(37,511	)		$	(390	)		$	3,087			$	4,324			$	(7,013	)

During the three months ended March 31, 2009, we had transfers of assets of $25.5 million from Level 2 to Level 3 and transfers of $12.6 million from Level 3 to Level 2. During the three months ended March 31, 2009, we had transfers of liabilities of $3.5 million from Level 3 to Level 2. Net gains on Level 3 derivative assets and derivative liabilities were $3.1 million and $4.3 million, respectively, for the three months ended March 31, 2009 and net losses on Level 3 non-derivative assets were $39.3 million.

Level 3 cash instruments are frequently hedged with instruments classified within Level 1 and Level 2, and accordingly, gains or losses that have been reported in Level 3 are frequently offset by gains or losses attributable to instruments classified within Level 1 or Level 2 or by gains or losses on derivative contracts classified in Level 3 of the fair value hierarchy.

The following tables provide further information about our investments in entities that have the characteristics of an investment company at March 31, 2010 and December 31, 2009 (in thousands):

JEFFERIES GROUP, INC. AND SUBSIDIARIES
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		March 31, 2010
						Unfunded				Redemption Frequency
		Fair Value				Commitments				(if currently eligible)
Equity Long/Short Hedge Funds (a) (i)		$	18,567			$	—			Quarterly, Semiannually
Equity Long/Short Hedge Funds — International(b) (i)			32				—
High Yield Hedge Funds(c) (i)			996				—
High Yield Hedge Funds — International(d) (i)			771				—
Fund of Funds(e) (i)			3,529				163			Annually, GP Consent Required
Private Equity Funds(f) (i)			12,039				3,118
Private Equity Funds — International(g)			7,703				4,616
Other Investments(h)			4,543				—			At Will
Total(j)		$	48,181			$	7,897