Bond Jeffries & Co. 6.5% ( US472319AM43 ) in USD

Jeffries & Co.

106.289 % ▲

United States

US472319AM43 ( in USD )

6.5% per year ( payment 2 times a year)

19/01/2043

Prospectus brochure of the bond Jefferies Group US472319AM43 en USD 6.5%, maturity 19/01/2043

5 000 USD

400 000 000 USD

472319AM4

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

20/01/2026 ( In 132 days )

Jefferies Group is a global investment banking firm providing a range of financial services including equity and debt capital markets, mergers and acquisitions advisory, and sales and trading.

The Bond issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US472319AM43, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/01/2043

The Bond issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US472319AM43, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US472319AM43, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus
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424B2 1 d467748d424b2.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
A filing fee of $136,400 with respect to $1,000,000,000
of debt securities has been transmitted to the SEC
Registration No. 333-181596

PROSPECTUS SUPPLEMENT
(To prospectus dated May 22, 2012)

$600,000,000 5.125% SENIOR NOTES DUE 2023
$400,000,000 6.50% SENIOR NOTES DUE 2043
We are offering $600,000,000 aggregate principal amount of our 5.125% Senior Notes due 2023 (the "2023 Notes") and $400,000,000 aggregate principal
amount of our 6.50% Senior Notes due 2043 (the "2043 Notes" and, together with the 2023 Notes, the "Notes").
Maturity The 2023 Notes wil mature on January 20, 2023 and the 2043 Notes wil mature on January 20, 2043.
Interest We wil pay interest on the Notes in cash semi-annual y in arrears on January 20 and July 20 of each year, beginning July 22, 2013.
Ranking The Notes wil be our senior unsecured obligations and wil rank equal y with our other senior unsecured indebtedness.
Optional Redemption We may redeem some or all of the Notes at any time at the redemption price described in this prospectus supplement.
The Notes wil be issued only in registered form in denominations of $5,000 and integral multiples of $1,000 in excess of $5,000.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page S-4 of this prospectus supplement.

PROCEEDS, BEFORE

PUBLIC OFFERING PRICE (1)

UNDERWRITING DISCOUNT

EXPENSES, TO US

Per 2023 Note

99.721%

0.450%

99.271%
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2023 Notes Total

$
598,326,000
$
2,700,000
$
595,626,000
Per 2043 Note

98.790%

0.875%

97.915%
2043 Notes Total

$
395,160,000
$
3,500,000
$
391,660,000
(1) Plus accrued interest from January 18, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Jefferies Group, Inc. may use this prospectus supplement in the initial sale of the Notes. In addition, Jefferies & Company, Inc. or any other affiliate of Jefferies
Group, Inc. may use this prospectus supplement in a market-making transaction in a Note after its initial sale. Unless Jefferies Group, Inc. or its agent informs
the purchaser otherwise in the confirmation of sale, this prospectus supplement is being used in a market-making transaction.
The underwriters expect to deliver the Notes in book-entry form only through The Depository Trust Company, including for the accounts of Euroclear and
Clearstream, against payment in New York, New York on January 18, 2013.
Prospectus supplement dated January 15, 2013.
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Table of Contents
TABLE OF CONTENTS

PAGE
Prospectus Supplement

Important Notice About Information in this Prospectus Supplement and the Accompanying Prospectus

S-ii

Special Note on Forward-Looking Statements

S-iii
Prospectus Supplement Summary

S-1

Risk Factors

S-4

Use of Proceeds

S-6

Capitalization

S-7

Description of the Notes

S-8

Material United States Federal Income Tax Considerations

S-15
Underwriting

S-21
Conflict of Interest

S-26
Legal Matters

S-27
Experts

S-28
Where You Can Find More Information

S-29
Incorporation of Certain Information by Reference

S-30
Prospectus

SUMMARY

1

RISK FACTORS

5

WHERE YOU CAN FIND MORE INFORMATION

6

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

7

JEFFERIES GROUP, INC.

8

DESCRIPTION OF SECURITIES WE MAY OFFER

9

Debt Securities

9

Convertible Debt Securities

16

Warrants

16

Preferred Stock

18

Depositary Shares

20

Purchase Contracts

23

Units

24

Common Stock

24

FORM, EXCHANGE AND TRANSFER

26

BOOK-ENTRY PROCEDURES AND SETTLEMENT

29

RATIO OF EARNINGS TO FIXED CHARGES

31

USE OF PROCEEDS

32

PLAN OF DISTRIBUTION

33

CONFLICTS OF INTEREST

34

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MARKET-MAKING RESALES BY AFFILIATES

35

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

36

CERTAIN ERISA CONSIDERATIONS

44

LEGAL MATTERS

46

EXPERTS

47

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer
is not permitted. You should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate
as of any date later than the date on the front of this prospectus supplement.

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Notes being offered. The second part, the
base prospectus, gives more general information, some of which may not apply to the Notes being offered. General y, when we refer only to the prospectus, we
are referring to both parts combined, and when we refer to the accompanying prospectus, we are referring to the base prospectus.
If the description of the Notes varies between the prospectus supplement and the accompanying prospectus, you should rely on the information in the prospectus
supplement.

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference "forward-looking statements" within the meaning of the
safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements
are not statements of historical fact and represent only our belief as of the date such statements are made. There are a variety of factors, many of which are
beyond our control, which affect our operations, performance, business strategy and results and could cause actual reported results and performance to differ
materially from the performance and expectations expressed in these forward-looking statements. These factors include, but are not limited to, financial market
volatility, actions and initiatives by current and future competitors, general economic conditions, controls and procedures relating to the close of the quarter, the
effects of current, pending and future legislation or rulemaking by regulatory or self-regulatory bodies, regulatory actions, and the other risks and uncertainties
that are outlined in this prospectus supplement and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2011 filed with the U.S. Securities
and Exchange Commission, or the SEC, on January 27, 2012 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended February 29,
2012, May 30, 2012 and August 31, 2012, filed with the SEC on April 5, 2012, July 9, 2012 and October 9, 2012, respectively. You are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update forward-looking statements to
reflect the impact of circumstances or events that arise after the date of the forward-looking statements.

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PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, we refer to our subsidiaries Jefferies & Company, Inc. as Jefferies, Jefferies Financial Products LLC as JFP and Jefferies
International Limited as JIL.
The Company
Jefferies Group, Inc., a Delaware corporation, and its subsidiaries ("Jefferies", "we", "us" or "our") operate as a global investment banking firm providing
insight, expertise and execution to investors, companies and governments. Jefferies provides a ful range of investment banking, sales, trading and research
across the spectrum of equities, fixed income, foreign exchange, futures and commodities, and also select asset and wealth management strategies, in the
Americas, Europe and Asia.
Our global headquarters and executive offices are located at 520 Madison Avenue, New York, New York 10022. We also have regional headquarters offices
in London and Hong Kong. Our primary telephone number is (212) 284-2550 and our Internet address is jefferies.com.
Merger With Leucadia National Corporation
On November 11, 2012, we and certain merger-related subsidiaries agreed to conduct a series of merger transactions whereby Jefferies Group, Inc. would
become a wholly owned subsidiary of Leucadia National Corporation ("Leucadia"). The transactions, which are expected to close during the first calendar
quarter of 2013, are subject to customary closing conditions, including approval by both Leucadia and Jefferies shareholders.
Upon the closing of the merger Richard Handler, our Chairman and Chief Executive Officer, wil become the Chief Executive Officer of Leucadia, as wel as
one of its Directors, and Brian Friedman, Chairman of our Executive Committee and a Director, wil become Leucadia's President and one of its Directors.
Both Mr. Handler and Mr. Friedman wil remain in their current management roles at Jefferies.
Jefferies, which wil be the largest business of Leucadia, wil continue to operate as a ful -service global investment banking firm in its current form. Jefferies
wil retain a credit rating that is separate from Leucadia's. Jefferies' existing long-term debt wil remain outstanding and Jefferies intends, for the forseeable
future, to remain an SEC reporting company, and regularly file annual, quarterly, and our periodic financial reports.
Leucadia wil not assume or guarantee any of Jefferies' outstanding debt securities, but Jefferies' 3.875% Convertible Senior Debentures due 2029 wil
become convertible into common shares of Leucadia fol owing the merger transactions. If not redeemed, Jefferies' 3.25% Series A Convertible Cumulative
Preferred Stock wil be exchanged for a comparable series of convertible preferred shares of Leucadia.
Our LLC Conversion and Related Supplemental Indenture
In connection with the merger transactions, Jefferies Group, Inc. wil be converted into a limited liability company, or LLC, formed under the laws of the State
of Delaware. As a result, al operations, assets and liabilities, including the Notes offered hereby, wil become obligations of the LLC. In anticipation of the
conversion, we have entered into a supplemental indenture to the Indenture, dated March 12, 2002, between us and The Bank of New York Mellon, as
previously supplemented, to change the definition of "corporation" to include limited liability companies formed under the laws of the State of Delaware. We
have also changed the definitions of "Board of Directors," "Capital Stock" and "Voting Stock" in the Indenture to include the corresponding governing bodies
and membership interests in such a limited liability company.

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Recent Developments
On December 18, 2012, we announced financial results for our fiscal fourth quarter and year ended November 30, 2012. Highlights for the three months
ended November 30, 2012, versus the three months ended November 30, 2011 included:

n
Net revenues of $769 mil ion, an increase of 39% from the prior year quarter of $554 mil ion, which included a gain on our investment in Knight

Capital of $151.9 mil ion; and

n
Net earnings to common shareholders of $72 mil ion.
Highlights for the year ended November 30, 2012, versus the year ended November 30, 2011 included:

n
Record fiscal year net revenues of $3.0 bil ion, up 18% from the prior year period of $2.6 bil ion; and

n
Net earnings to common shareholders of $282 mil ion.

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THE OFFERING
The summary below contains basic information about the Notes. It does not contain al the information that is important to you. For a more complete
understanding of the Notes, please refer to the section of this prospectus supplement entitled "Description of the Notes" and the accompanying prospectus.

Issuer
Jefferies Group, Inc., a Delaware corporation.

Securities Offered
$600,000,000 aggregate principal amount of our 5.125% Senior Notes due 2023 and
$400,000,000 aggregate principal amount of our 6.50% Senior Notes due 2043

Maturity
The 2023 Notes wil mature on January 20, 2023 and the 2043 Notes wil mature on January 20,
2043

Issue Date
January 18, 2013

Interest
Interest wil accrue on the 2023 Notes at a rate of 5.125% per year from the issue date and on
the 2043 Notes at a rate of 6.50% per year from the issue date, in each case payable
semi-annual y in arrears on January 20 and July 20 of each year, beginning July 22, 2013.

Ranking
The Notes wil be our senior unsecured obligations and wil rank equal y in right of payment with
all of our other senior unsecured indebtedness.

Optional Redemption
We may redeem some or al of the Notes at any time prior to maturity at the redemption price
described in this prospectus supplement. See "Description of the Notes--Optional Redemption."

Covenants
The Indenture governing the Notes contains certain covenants. See "Description of the Notes--
Covenants."

Use of Proceeds
We intend to use approximately $250 mil ion of the proceeds of this offering to pre-fund our
5.875% senior notes due 2014 and approximately $350 mil ion of the proceeds to fund the
required redemption by Jefferies High Yield Holdings, LLC of two series of its outstanding
non-control ing membership interests, which are indirectly held by our executives, employees and
other investors. We intend to use the remaining proceeds for general corporate purposes,
including the further development and diversification of our businesses. Please see "Use of
Proceeds."

Conflict of interest
Jefferies & Company, Inc., our broker-dealer subsidiary, and Knight Capital Americas, LLC,
which is deemed to be an affiliate of ours for purposes of FINRA Rule 5121, are members of
FINRA and wil both participate in the distribution of the Notes being offered hereby. We intend to
use approximately $350 mil ion of the proceeds of this offering to fund the required redemption by
Jefferies High Yield Holdings, LLC of two series of its outstanding non-control ing membership
interests, which are indirectly held by our executives, employees and other investors. Accordingly,
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the offering is subject to the provisions of FINRA Rule 5121 relating to conflicts of interests and
wil be conducted in accordance with the requirements of Rule 5121. See "Conflict of Interest."

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