Obligation Jeffries & Co. 6.875% ( US472319AH57 ) en USD

Jeffries & Co.

100 % ▼

Etas-Unis

US472319AH57 ( en USD )

6.875% par an ( paiement semestriel )

15/04/2021 - Obligation échue

Prospectus brochure de l'obligation Jefferies Group US472319AH57 en USD 6.875%, échue

1 000 USD

750 000 000 USD

472319AH5

N/A

Jefferies Group est une banque d'investissement mondiale fournissant des services de courtage, de banque d'investissement et de gestion de placements à une clientèle institutionnelle et de particuliers fortunés.

L'Obligation émise par Jeffries & Co. ( Etas-Unis ) , en USD, avec le code ISIN US472319AH57, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2021

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Filed Pursuant to Rule 424(b)(2)
A filing fee of $28,520.00 with respect to $400,000,000
of debt securities has been transmitted to the SEC
Registration No. 333-160214
PROSPECTUS SUPPLEMENT
(To prospectus dated October 20, 2009)
$400,000,000

Jefferies Group, Inc.

6.875% SENIOR NOTES DUE 2021

We are offering $400,000,000 aggregate principal amount of our 6.875% Senior Notes due 2021.
The notes will be our senior unsecured obligations and will rank equally with our other unsecured
senior indebtedness. The notes will be issued only in registered form in denominations of $5,000 and
integral multiples of $1,000 in excess of $5,000. We will pay interest on the notes in cash semi-
annually in arrears on April 15 and October 15 of each year, beginning October 15, 2010. The notes
will mature on April 15, 2021. We may redeem some or all of the notes at any time at the redemption
price described in this prospectus supplement.

Investing in the notes involves risks that are described in the "Risk Factors"
section beginning on page S-6 of this prospectus supplement.

Per 6.875% Senior

Note Due 2021

Total

Public Offering Price

99.003 %
$ 396,012,000
Underwriting Discounts and Commissions

0.450 %
$ 1,800,000
Proceeds to Jefferies (Before Expenses)

98.553
%

$ 394,212,000

(1) Plus accrued interest from June 28, 2010 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.

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 June 28, 2010.

Joint Book-Running Managers

Jefferies & Company
Citi

J.P. Morgan

Senior Co-Managers

Deutsche Bank Securities
BNY Mellon Capital Markets, LLC

Co-Managers

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BNP PARIBAS
Keefe, Bruyette & Woods
US Bancorp

The date of this prospectus supplement is June 23, 2010.
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TABLE OF CONTENTS

Prospectus Supplement

Page

Important Notice About Information in this Prospectus Supplement and the Accompanying
Prospectus
S-ii
Special Note on Forward-Looking Statements
S-ii
Prospectus Supplement Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-11
Capitalization
S-11
Description of the Notes
S-12
Material United States Federal Income Tax Considerations
S-18
Underwriting
S-23
Conflict of Interest
S-26
Legal Matters
S-26
Experts
S-26
Where You Can Find More Information
S-26
Incorporation of Certain Information by Reference
S-26

Prospectus

WHERE YOU CAN FIND MORE INFORMATION
2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
2
EXPLANATORY NOTE REGARDING FINANCIAL STATEMENTS
2
JEFFERIES GROUP, INC.
3
DESCRIPTION OF SECURITIES WE MAY OFFER
4
Debt Securities
4
Convertible Debt Securities
11
Warrants
12
Preferred Stock
14
Depositary Shares
17
Purchase Contracts
19
Units
20
Common Stock
20
FORM, EXCHANGE AND TRANSFER
21
BOOK-ENTRY PROCEDURES AND SETTLEMENT
22
RATIO OF EARNINGS TO FIXED CHARGES
23
USE OF PROCEEDS
24
PLAN OF DISTRIBUTION
24
MARKET-MAKING RESALES BY AFFILIATES
24
CERTAIN ERISA CONSIDERATIONS
25
LEGAL MATTERS
25
EXPERTS
25

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. Generally, 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.

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
hereof. 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 our Annual Report on Form 10-K for the year ended December 31,
2009 filed with the U.S. Securities and Exchange Commission, or the SEC, on February 26, 2010.
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 Execution Services, Inc. as Jefferies Execution, Jefferies Financial Products
LLC as JFP, Jefferies International Limited as JIL and Jefferies High Yield Trading, LLC as
JHYT.

The Company

Jefferies Group, Inc. and its subsidiaries ("we" or "us") operate as a major global securities
and investment banking firm serving companies and their investors. We provide investors
fundamental research and trade execution in equity, equity-linked and fixed income securities,
including investment grade corporate bonds, high yield and distressed securities, government
and agency securities, mortgage- and asset-backed securities, municipal securities, bank loans,
leveraged loans, and emerging markets debt, as well as derivatives and engage in securities
financing and commodities derivative trading activities. We offer companies capital markets,
merger and acquisition, restructuring and other financial advisory services. We also provide
certain asset management services and products to institutions and other investors.

Our principal operating subsidiary, Jefferies, was founded in 1962 and our principal
international operating subsidiary, JIL, was established in the U.K. in 1986. Since 2000, we
have pursued a strategy of continued growth and diversification, whereby we have sought to
increase our share of the business in each of the markets we serve, while at the same time
expanding the breadth of our activities in an effort to mitigate the cyclical nature of the financial
markets in which we operate. Our growth plan has been achieved through internal growth
supported by the ongoing addition of experienced personnel in targeted areas, as well as the
acquisition from time to time of complementary businesses.

As of May 31, 2010, we had 2,821 employees. We maintain offices in more than 25 cities
throughout the world and have our executive offices located at 520 Madison Avenue, New
York, New York 10022. Our telephone number is (212) 284-2550.

Recent Developments

Change in Fiscal Year

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 quarter consists of
the three months ended May 31, 2010 and our results included within our report on Form 10-Q
for the second quarter will include results for the three months and five months ended May 31,
2010. Our report on Form 10-Q for the third quarter will include results for the three months and
eight months ending August 31, 2010 and our 2010 fiscal year will consist of the eleven-month
transition period beginning January 1, 2010 through November 30, 2010.

Financial Results

On June 22, 2010, we announced the following financial results for the second quarter of
fiscal 2010:

For the three-month period ended May 31, 2010, versus the three-month period ended
June 30, 2009:

·

Net revenues increased 13.6% to $670 million, versus $590 million.

·

Net income to common shareholders increased 37.1% to $85 million, versus $62 million.

·

Net earnings per common share increased 36.7% to $0.41, versus $0.30.

· Investment banking revenues increased 111.6% to record quarterly revenues of
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$256 million, versus $121 million.

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For the five-month period ended May 31, 2010, versus the six-month period ended June 30,
2009:

·

Net revenues increased 7.2% in the five-month period to $999 million, versus
$932 million in the prior year six-month period.

·

Net income to common shareholders increased 19.0% in the five-month period to
$119 million, versus $100 million in the prior year six-month period.

·

Net earnings per common share increased 18.4% to $0.58 in the five-month period, versus
$0.49 in the prior year six-month period.

· Investment banking revenues increased 122.8% to $352 million in the five-month period,
versus $158 million in the prior year six-month period.

Our financial results for interim periods are not necessarily indicative of our results for our
fiscal year ending November 30, 2010.
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The Offering

The summary below contains basic information about the notes. It does not contain all 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."

Issuer
Jefferies Group, Inc., a Delaware corporation.

Securities Offered
$400,000,000 aggregate principal amount of 6.875% Senior
Notes due 2021

Maturity
April 15, 2021

Issue Date
June 28, 2010

Interest
6.875% per year. Interest will accrue from the issue date and
will be payable semi-annually in arrears on April 15 and
October 15 of each year, beginning October 15, 2010.

Ranking
The notes will be our senior unsecured obligations and will
rank equally in right of payment with all of our other senior
unsecured indebtedness.

Optional Redemption
We may redeem some or all 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 these proceeds for general corporate
purposes, including the further development and
diversification of our businesses.

Jefferies & Company, Inc., our broker-dealer subsidiary, is a member of FINRA and will
participate in the distribution of the notes. Accordingly, the offering is subject to the provisions
of FINRA Rule 2720 relating to conflicts of interests and will be conducted in accordance with
the requirements of Rule 2720. See "Conflict of Interest."
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