SUPPLEMENT Jefferies Group LLC U.S.$2,000,000,000 Euro Medium Term Note Programme _______________________ This Sixth Supplement dated 31 January 2014 (this “Supplement”) to the Base Prospectus dated 3 May 2013 (as supplemented by the First Supplement dated 3 July 2013, the Second Supplement dated 30 July 2013, the Third Supplement dated 20 September 2013, the Fourth Supplement dated 14 October 2013 and the Fifth Supplement dated 20 December 2013, the “Base Prospectus”) is prepared in connection with the U.S.$2,000,000,000 Euro Medium Term Note Programme (the “Programme”) established by Jefferies Group LLC (the “Issuer”). This Supplement has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC, as amended (the “Prospectus Directive”). The Central Bank only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This document constitutes a Supplement for the purposes of the Prospectus Directive. References herein to this document are to this Supplement including the document annexed thereto. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus. Terms defined in the Base Prospectus have the same meaning when used in this Supplement. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement, is in accordance with the facts and does not omit anything likely to affect the import of such information. A copy of the Issuer’s annual report on Form 10-K as filed with the United States Securities and Exchange Commission (the “SEC”) on 28 January 2014 has been filed with the Central Bank and is annexed hereto. Any statement contained in a document incorporated or considered to be incorporated by reference in the Base Prospectus shall be considered to be modified or superseded to the extent that a statement contained or incorporated by reference in this Supplement or in any other subsequently filed document that is incorporated by reference in the Base Prospectus modifies or supersedes such statement. Certain statements included or incorporated by reference herein may constitute “forward looking statements”. Forward looking statements include statements about the Issuer’s future and statements that are not historical facts. These forward looking statements are usually preceded by the words “believe,” “intend,” “may,” “will,” or similar expressions. Forward looking statements may contain expectations regarding revenues, earnings, operations and other financial projections, and may include statements of future performance, plans and objectives. Forward looking statements also include statements pertaining to the Issuer’s strategies for future development of its business and products. Forward looking statements represent only the Issuer’s belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors that could cause actual results to differ, perhaps materially, from those in the Issuer’s forward looking statements is contained in the Base Prospectus and other documents the Issuer files. Any forward looking statement speaks only as of the date on which that statement is made. The Issuer will not update any forward looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as required by applicable law. Where there is any inconsistency among the Base Prospectus and this Supplement, the language used in this Supplement shall prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of this Supplement. Save as disclosed in this Supplement, there has been no significant change in the financial or trading position of the Issuer and its subsidiaries, taken as a whole, since 30 November 2013. Save as disclosed in the Base Prospectus and this Supplement, there has been no material adverse change in the prospects of the Issuer and its subsidiaries taken as a whole since 30 November 2013. JEF 10-K 11/30/2013 Section 1: 10-K (10-K) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended November 30, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number: 1-14947 JEFFERIES GROUP LLC (Exact name of registrant as specified in its charter) Delaware 95-4719745 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 520 Madison Avenue, New York, New York 10022 (Address of principal executive offices) (Zip Code ) Registrant’s telephone number, including area code: (212) 284-2550 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: 5.125% Senior Notes Due 2023 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Limited Liability Company Interests Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No 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 No 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 No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. 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. Large accelerated filer Accelerated filer Non-accelerated filer 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 No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0 as of May 31, 2013. The Registrant is a wholly-owned subsidiary of Leucadia National Corporation and meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with a reduced disclosure format as permitted by Instruction I (2). Table of Contents JEFFERIES GROUP LLC 2013 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I Item 1. Business. 2 Item 1A. Risk Factors. 7 Item 1B. Unresolved Staff Comments. 12 Item 2. Properties. 12 Item 3. Legal Proceedings. 12 Item 4. Mine Safety Disclosures. 13 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 14 Item 6. Selected Financial Data. 14 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 14 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 63 Item 8. Financial Statements and Supplementary Data. 64 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 158 Item 9A. Controls and Procedures. 158 Item 9B. Other Information. 158 PART III Item 10. Directors, Executive Officers and Corporate Governance. 159 Item 11. Executive Compensation. 159 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 159 Item 13. Certain Relationships and Related Transactions, and Director Independence. 159 Item 14. Principal Accountant Fees and Services. 159 PART IV Item 15. Exhibits and Financial Statement Schedules. 161 1 Table of Contents JEFFERIES GROUP LLC AND SUBSIDIARIES PART I Item 1. Business. Introduction Jefferies Group LLC and its subsidiaries operate as a global full service, integrated securities and investment banking firm. Our principal operating subsidiary, Jefferies LLC (“Jefferies”), was founded in the U.S. in 1962 and our first international operating subsidiary, Jefferies International Limited (“Jefferies Europe”), was established in the U.K. in 1986. On March 1, 2013, Jefferies Group, Inc. converted into a limited liability company (renamed Jefferies Group LLC) and became an indirect wholly owned subsidiary of Leucadia National Corporation (“Leucadia”) pursuant to a merger agreement with Leucadia (the “Merger”). Each outstanding share of Jefferies Group LLC was converted into 0.81 of a common share of Leucadia (the “Exchange Ratio”).