UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 

FORM 10-K/A
(Amendment No. 1)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
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 1-5721
LEUCADIA NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
New York
13-2615557
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
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) 460-1900
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class:
 
Name of each exchange on which registered:
Common Shares, par value $1 per share
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
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  ý    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  ý    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.  ý
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
 
ý
  
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o
  
Smaller Reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý

Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at June 30, 2015 (computed by reference to the last reported closing sale price of the Common Shares on the New York Stock Exchange on such date):  $8,196,406,000.
On February 11, 2016, the registrant had outstanding 362,243,256 Common Shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Certain portions of the registrant’s Definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the 2016 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.






Explanatory Note

In reliance on General Instruction A. (4) to Form 10-K, we are filing this Amendment to our Form-10-K solely to add Schedule I as required pursuant to Rule 5.04 of Regulation S-X. This Amendment No. 1 on Form 10-K/A amends Leucadia National Corporation's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission on February 19, 2016 ("Original Report").

This Amendment does not reflect events occurring after the filing of the Original Report and does not modify or update disclosures as originally filed, except as required to reflect the additional information provided herein.

  

2


PART IV
Item 15.
Exhibits and Financial Statement Schedules.
(a)(1)
Financial Statements.
Report of Independent Registered Public Accounting Firm  
F-1***
Financial Statements:
 
Consolidated Statements of Financial Condition at December 31, 2015 and 2014
F-2***
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
F-3***
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013
F-5***
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
F-6***
Consolidated Statements of  Changes in Equity for the years ended December 31, 2015, 2014 and 2013
F-8***
Notes to Consolidated Financial Statements
F-9***
(2)
Financial Statement Schedules.
Schedule I - Condensed Financial Information of Leucadia National Corporation (Parent Company Only) at December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013.
(3)
See Item 15(b) below for a complete list of Exhibits to this report, including Executive Compensation Plans and Arrangements.
(b)
Exhibits.
We will furnish any exhibit upon request made to our Corporate Secretary, 520 Madison Avenue, New York, NY 10022.  We charge $.50 per page to cover expenses of copying and mailing.
All documents referenced below were filed pursuant to the Securities Exchange Act of 1934 by the Company, file number 1-5721, unless otherwise indicated.
3.1
Restated Certificate of Incorporation (filed as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated July 14, 1993).*
 
 
3.2
Certificate of Amendment of the Certificate of Incorporation dated as of May 14, 2002 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “2003 10-K”)).*
 
 
3.3
Certificate of Amendment of the Certificate of Incorporation dated as of December 23, 2002 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).*
 
 
3.4
Certificate of Amendment of the Certificate of Incorporation dated as of May 13, 2004 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).*
 
 
3.5
Certificate of Amendment of the Certificate of Incorporation dated as of May 17, 2005 (filed as Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 10-K”)).*
 
 
3.6
Certificate of Amendment of the Certificate of Incorporation dated as of May 23, 2007 (filed as Exhibit 4.7 to the Company’s Registration Statement on Form S-8 (No. 333-143770)).*
 
 
3.7
Certificate of Amendment to the Certificate of Incorporation dated as of February 26, 2013 (filed as Exhibit 3.7 to the Company’s Current Report on Form 8-K on March 1, 2013 (the “March 1, 2013 Form 8-K”)).*
 
 
3.8
Certificate of Amendment to the Certificate of Incorporation dated as of February 26, 2013 (filed as Exhibit 3.8 to the March 1, 2013 Form 8-K).*
 
 
3.9
Amended and Restated By-laws of Leucadia National Corporation (filed as Exhibit 3.9 to the March 1, 2013 Form 8-K).*
 
 
4.1
The Company undertakes to furnish the Securities and Exchange Commission, upon written request, a copy of all instruments with respect to long-term debt not filed herewith.

3


 
 
10.31
1999 Stock Option Plan as Amended and Restated (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (No. 333-169377)).* +
 
 
10.32
Form of Grant Letter for the 1999 Stock Option Plan (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 24, 2012 (the “February 24, 2012 8-K”)).* +
 
 
10.33
Leucadia National Corporation 2003 Incentive Compensation Plan (filed as Appendix II to the Company’s Proxy Statement dated June 27, 2013 (the “2013 Proxy Statement”)).* +
 
 
10.34
Form of Restricted Stock Units Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 31, 2013).* +
 
 
10.35
Form of Restricted Stock Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 31, 2013).* +
 
 
10.36
Leucadia National Corporation 1999 Directors’ Stock Compensation Plan (filed as Appendix II to the 2013 Proxy Statement).* +
 
 
10.37
Leucadia National Corporation 2011 Senior Executive Warrant Plan (filed as Annex A to the Company’s Proxy Statement dated April 13, 2011).* +
 
 
10.38
Form of Common Share Purchase Warrant (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (the “2nd Quarter 2011 10-Q”)).* +
 
 
10.39
Amended and Restated Shareholders Agreement dated as of June 30, 2003 among the Company, Ian M. Cumming and Joseph S. Steinberg (filed as Exhibit 10.5 to the 2003 10-K).* +
 
 
10.40
Amendment No. 1, dated as of May 16, 2006, to the Amended and Restated Shareholders Agreement dated as of June 30, 2003, by and among Ian M. Cumming, Joseph S. Steinberg and the Company (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006).* +
 
 
10.41
Services Agreement, dated as of January 1, 2004, between the Company and Joseph S. Steinberg (filed as Exhibit 10.38 to the 2005 10-K).* +
 
 
10.42
Employment Agreement made as of June 30, 2005 by and between the Company and Joseph S. Steinberg (filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated July 13, 2005).* +
 
 
10.43
Compensation Information Concerning Non-Employee Directors (incorporated by reference to page 19 of the Company’s Proxy Statement dated April 7, 2015).* +
 
 
10.44
First Amended and Restated Limited Liability Company Agreement of National Beef Packing Company, dated as of December 30, 2011 (filed as Exhibit 10.1 to the December 30, 2011 8-K).*
 
 
10.45
Cattle Purchase and Sale Agreement by and between National Beef Packing Company, LLC and U.S. Premium Beef, LLC, dated as of December 30, 2011 (filed as Exhibit 10.6 to the December 30, 2011 8-K).*
 
 
10.46
Summary of executive bonus compensation (filed in the Company’s Current Report on Form 8-K dated January 20, 2016).* +
 
 
10.47
Summary of executive compensation for Richard B. Handler, Brian P. Friedman and Michael J. Sharp (filed in the Company’s Current Report on Form 8-K dated February 28, 2014).* +
 
 
10.48
Agreement of Terms dated as of December 31, 2011 between Leucadia National Corporation and Berkshire Hathaway Inc. (filed as Exhibit 10.1 to the February 24, 2012 8-K).*
 
 
10.49
Acknowledgement to Registration Rights Agreement, dated as of March 18, 2014, by and among Harbinger Group Inc., Harbinger Capital Partners Master Fund, Ltd., Global Opportunities Breakaway Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Leucadia National Corporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A dated March 18, 2014).*
 
 
10.50
Letter Agreement, dated as of March 18, 2014, by and between Harbinger Group Inc. and Leucadia National Corporation (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K/A dated March 18, 2014).*
 
 
10.51
Exchange Agreement by and among Harbinger Capital Group Partners Master Fund I, Ltd., Global Opportunities Breakaway Ltd., Harbinger Capital Partners Special Situations Fund, L.P., and Leucadia National Corporation (filed as Exhibit 99.5 to Schedule 13D filed March 28, 2014).*
 
 
10.52
Joinder Agreement to Registration Rights Agreement by and among Harbinger Capital Group Partners Master Fund I, Ltd., Global Opportunities Breakaway Ltd., Harbinger Capital Partners Special Situations Fund, L.P., and Leucadia National Corporation (filed as Exhibit 99.8 to Schedule 13D filed on March 28, 2014).*
 
 

4


10.53
Stockholders Agreement, dated as of March 28, 2014, by and between HomeFed Corporation and Leucadia National Corporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 3, 2014).*
 
 
10.54
Employment Agreement between Leucadia National Corporation and Teresa S. Gendron dated July 2, 2014 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated November 7, 2014).*+
 
 
21
Subsidiaries of the registrant.***
 
 
23.1
Consent of PricewaterhouseCoopers LLP, with respect to the incorporation by reference into the Company’s Registration Statements on Form S-8 (No. 333-169377), Form S-8 (No. 333-51494), Form S-8 (No. 333-143770), Form S-8 (No. 333-185318) and Form S-3 (No. 333-191533).***
 
 
23.2
Consent of PricewaterhouseCoopers LLP, with respect to the inclusion in this Annual Report on Form 10-K of the financial statements of Jefferies Group LLC and with respect to the incorporation by reference in the Company’s Registration Statements on Form S-8 (No. 333-169377), Form S-8 (No. 333-51494), Form S-8 (No. 333-143770), Form S-8 (No. 333-185318) and Form S-3 (No. 333-191533).***
 
 
23.3
Consent of PricewaterhouseCoopers LLP, with respect to the incorporation by reference into the Company’s Registration Statements on Form S-8 (No. 333-169377), Form S-8 (No. 333-51494), Form S-8 (No. 333-143770), Form S-8 (No. 333-185318) and Form S-3 (No. 333-191533).
 
 
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
 
 
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
 
 
101
Financial statements from the Annual Report on Form 10-K of Leucadia National Corporation for the year ended December 31, 2015, formatted in Extensible Business Reporting Language (XBRL):  (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity and (vi) the Notes to Consolidated Financial Statements.***
 
 
101
Financial statements from the Annual Report on Form 10-K/A of Leucadia National Corporation for the year ended December 31, 2015, formatted in Extensible Business Reporting Language (XBRL):  (i) the Condensed Statements of Financial Condition, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Comprehensive Income (Loss), (iv) the Condensed Statements of Cash Flows and (v) the Notes to Condensed Financial Statements.
(c)
Financial statement schedules.
(1)
Jefferies Group LLC financial statements for the three months ended February 28, 2013.***
____________________________
+ 
Management/Employment Contract or Compensatory Plan or Arrangement.
*
Incorporated by reference.
**
Furnished herewith pursuant to item 601(b) (32) of Regulation S-K.
***
Included in Part IV in Leucadia National Corporation's Annual Report on Form 10-K for the year ended December 31, 2015, which was initially filed with the U.S. Securities and Exchange Commission on February 19, 2016.


5


Schedule I - Condensed Financial Information of Registrant
LEUCADIA NATIONAL CORPORATION
(PARENT COMPANY ONLY)
Condensed Statements of Financial Condition
December 31, 2015 and 2014
(Dollars in thousands, except par value)
 
2015
 
2014
ASSETS
 
 
 
Cash and cash equivalents
$
353

 
$
81

Financial instruments owned:
 

 
 

Trading assets, at fair value
750,116

 

Available for sale securities
14,104

 
11,927

Total financial instruments owned
764,220

 
11,927

Investments in subsidiaries
18,348,067

 
17,650,659

Advances to subsidiaries
123,805

 
114,220

Investments in associated companies
244,206

 
234,223

Deferred tax asset, net
221,310

 
247,330

Other assets
66,360

 
16,288

Total
$
19,768,321

 
$
18,274,728

 
 
 
 
LIABILITIES
 

 
 

Accrued interest payable
$
11,447

 
$
22,429

Pension liabilities
78,007

 
107,939

Other payables, expense accruals and other liabilities
103,438

 
129,125

Advances from subsidiaries
8,060,608

 
6,142,615

Long-term debt
988,610

 
1,445,462

Total liabilities
9,242,110

 
7,847,570

 
 
 
 
Commitments and contingencies

 

 
 
 
 
MEZZANINE EQUITY
 

 
 

Mandatorily redeemable convertible preferred shares
125,000

 
125,000

 
 
 
 
EQUITY
 

 
 

Common shares, par value $1 per share, authorized 600,000,000 shares;
 

 
 

362,617,423 and 367,498,615 shares issued and outstanding, after deducting
 

 
 

53,755,292 and 48,447,573 shares held in treasury
362,617

 
367,499

Additional paid-in capital
4,986,819

 
5,059,508

Accumulated other comprehensive income
438,793

 
447,082

Retained earnings
4,612,982

 
4,428,069

Total Leucadia National Corporation shareholders’ equity
10,401,211

 
10,302,158

 
 
 
 
Total
$
19,768,321

 
$
18,274,728


See accompanying notes to condensed financial statements.
6


Schedule I - Condensed Financial Information of Registrant, continued
LEUCADIA NATIONAL CORPORATION
(PARENT COMPANY ONLY)
Condensed Statements of Operations
For the years ended December 31, 2015, 2014 and 2013
(In thousands, except per share amounts)
 
2015
 
2014
 
2013
Revenues:
 
 
 
 
 
Principal transactions
$
491,341

 
$

 
$

Net realized securities losses

 

 
(804
)
Other
1,477

 
752

 
1,535

Total revenues
492,818

 
752

 
731

 
 
 
 
 
 
Expenses:
 

 
 

 
 

Compensation and benefits
58,899

 
60,830

 
68,806

WilTel pension
50,836

 
9,298

 
10,205

Interest
85,884

 
98,115

 
71,620

Intercompany interest expense
241,906

 
178,027

 
157,183

Selling, general and other expenses
28,081

 
115,163

 
40,502

 
465,606

 
461,433

 
348,316

Income (loss) from continuing operations before income taxes, income related to associated companies and equity in earnings of subsidiaries
27,212

 
(460,681
)
 
(347,585
)
Income related to associated companies
3,479

 
3,763

 
3,896

Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries
30,691

 
(456,918
)
 
(343,689
)
Income tax provision (benefit)
267

 
(139,832
)
 
(105,053
)
Income (loss) from continuing operations before equity in earnings of subsidiaries
30,424

 
(317,086
)
 
(238,636
)
Equity in earnings of subsidiaries, net of taxes
247,704

 
541,680

 
658,184

Income from continuing operations
278,128

 
224,594

 
419,548

Equity in income (loss) from discontinued operations, net of taxes
429

 
(17,893
)
 
(60,026
)
Equity in gain on disposal of discontinued operations, net of taxes
5,093

 
1,667

 
13,115

Net income
283,650

 
208,368

 
372,637

Preferred stock dividends
(4,063
)
 
(4,062
)
 
(3,397
)
Net income attributable to Leucadia National Corporation common shareholders
$
279,587

 
$
204,306

 
$
369,240

 
 
 
 
 
 
Basic earnings (loss) per common share attributable to Leucadia National Corporation common shareholders:
 
 
 
 
 
Income from continuing operations
$
0.73

 
$
0.58

 
$
1.20

Income (loss) from discontinued operations

 
(0.05
)
 
(0.17
)
Gain on disposal of discontinued operations
0.01

 
0.01

 
0.04

Net income
$
0.74

 
$
0.54

 
$
1.07

 
 
 
 
 
 
Diluted earnings (loss) per common share attributable to Leucadia National Corporation common shareholders:
 

 
 

 
 

Income from continuing operations
$
0.73

 
$
0.58

 
$
1.20

Income (loss) from discontinued operations

 
(0.05
)
 
(0.17
)
Gain on disposal of discontinued operations
0.01

 
0.01

 
0.03

Net income
$
0.74

 
$
0.54

 
$
1.06


See accompanying notes to condensed financial statements.
7


Schedule I - Condensed Financial Information of Registrant, continued
LEUCADIA NATIONAL CORPORATION
(PARENT COMPANY ONLY)
Condensed Statements of Comprehensive Income (Loss)
For the years ended December 31, 2015, 2014 and 2013
(In thousands)
 
2015
 
2014
 
2013
 
 
 
 
 
 
Net income
$
283,650

 
$
208,368

 
$
372,637

Other comprehensive income (loss):
 

 
 

 
 

Net unrealized holding gains (losses) on investments arising during the period, net of income tax provision (benefit) of $(5,029), $(4,923) and $(543)
(9,057
)
 
(8,866
)
 
(979
)
Less: reclassification adjustment for net (gains) losses included in net income (loss), net of income tax provision (benefit) of $6,068, $1,631 and $118,292
(10,930
)
 
(2,939
)
 
(213,058
)
Net change in unrealized holding gains (losses) on investments, net of income tax provision (benefit) of $(11,097), $(6,554) and $(118,835)
(19,987
)
 
(11,805
)
 
(214,037
)
 
 
 
 
 
 
Net unrealized foreign exchange gains (losses) arising during the period, net of income tax provision (benefit) of $(5,174), $(6,837) and $865
(36,477
)
 
(43,307
)
 
22,900

Less: reclassification adjustment for foreign exchange (gains) losses included in net income (loss), net of income tax provision (benefit) of $0, $149 and $0

 
(267
)
 

Net change in unrealized foreign exchange gains (losses), net of income tax provision (benefit) of $(5,174), $(6,986) and $865
(36,477
)
 
(43,574
)
 
22,900

 
 
 
 
 
 
Net unrealized gains (losses) on derivatives arising during the period, net of income tax provision (benefit) of $0, $0 and $(9)

 

 
(15
)
Less: reclassification adjustment for derivative (gains) losses included in net income (loss), net of income tax provision (benefit) of $0, $(95) and $0

 
169

 

Net change in unrealized derivative gains (losses), net of income tax provision (benefit) of $0, $95 and $(9)

 
169

 
(15
)
 
 
 
 
 
 
Net pension gains (losses) arising during the period, net of income tax provision (benefit) of $7,152, $(17,698) and $11,685
17,073

 
(38,959
)
 
19,274

Less: reclassification adjustment for pension (gains) losses included in net income (loss), net of income tax provision (benefit) of $(17,159), $(1,676) and $(2,665)
31,102

 
3,201

 
4,799

Net change in pension liability benefits, net of income tax provision (benefit) of $24,311, $(16,022) and $14,350
48,175

 
(35,758
)
 
24,073

 
 
 
 
 
 
Other comprehensive loss, net of income taxes
(8,289
)
 
(90,968
)
 
(167,079
)
 
 
 
 
 
 
Comprehensive income
275,361

 
117,400

 
205,558

Preferred stock dividends
(4,063
)
 
(4,062
)
 
(3,397
)
 
 
 
 
 
 
Comprehensive income attributable to Leucadia National Corporation common shareholders
$
271,298

 
$
113,338

 
$
202,161


See accompanying notes to condensed financial statements.
8


Schedule I - Condensed Financial Information of Registrant, continued
LEUCADIA NATIONAL CORPORATION
(PARENT COMPANY ONLY)
Condensed Statements of Cash Flows
For the years ended December 31, 2015, 2014 and 2013
(In thousands)
 
2015
 
2014
 
2013
Net cash flows from operating activities:
 
 
 
 
 
Net income
$
283,650

 
$
208,368

 
$
372,637

Adjustments to reconcile net income to net cash used for operations:
 

 
 

 
 

Deferred income tax benefit
(2,457
)
 
(15,302
)
 
(5,146
)
Accretion of interest
1,788

 
2,029

 
1,222

Share-based compensation
74,087

 
109,838

 
87,230

Equity in earnings of subsidiaries
(253,226
)
 
(525,454
)
 
(611,273
)
Net securities losses

 

 
804

Income related to associated companies
(3,479
)
 
(3,763
)
 
(3,896
)
Distributions from associated companies
312

 
2,429

 
2,116

Change in estimated litigation reserve
(88,500
)
 
88,500

 

Net change in:
 

 
 

 
 

Trading assets
(615,768
)
 

 

Other assets
(47,261
)
 
(5,674
)
 
(514
)
Accrued interest payable
(10,982
)
 
(762
)
 
631

Pension liabilities
49,835

 
9,299

 
6,729

Other payables, expense accruals and other liabilities
5,451

 
(16,211
)
 
(8,889
)
Other
5,112

 
4,153

 
3,436

Net cash used for operating activities
(601,438
)
 
(142,550
)
 
(154,913
)
 
 
 
 
 
 
Net cash flows from investing activities:
 

 
 

 
 

Investments in subsidiaries
(637,400
)
 
(1,460,159
)
 
(44,870
)
Distributions from subsidiaries
119,695

 
97,331

 
95,635

Advances on notes, loans and other receivables
(279,000
)
 
(6,500
)
 

Collections on notes, loans and other receivables
144,652

 
6,500

 

Investments in associated companies
(8,101
)
 
(1,399
)
 
(1,350
)
Capital distributions from associated companies
1,317

 
730

 
3,367

Purchases of investments (other than short-term)
(7,968
)
 
(11,628
)
 

Proceeds from sales of investments

 

 
1,373

Other
276

 
184

 
172

Net cash provided by (used for) investing activities
(666,529
)
 
(1,374,941
)
 
54,327

(continued)

See accompanying notes to condensed financial statements.
9


Schedule I - Condensed Financial Information of Registrant, continued
LEUCADIA NATIONAL CORPORATION
(PARENT COMPANY ONLY)
Condensed Statements of Cash Flows, continued
For the years ended December 31, 2015, 2014 and 2013
(In thousands)
 
2015
 
2014
 
2013
Net cash flows from financing activities:
 
 
 
 
 
Issuance of debt, net of issuance costs
$

 
$

 
$
984,674

Reduction of debt
(458,641
)
 
(34
)
 
(401,909
)
Advances from (to) subsidiaries, net
1,943,961

 
1,683,949

 
(356,224
)
Issuance of common shares
1,223

 
2,190

 
5,557

Purchase of common shares for treasury
(125,754
)
 
(75,728
)
 
(40,024
)
Dividends paid
(92,550
)
 
(93,071
)
 
(91,335
)
Net cash provided by financing activities
1,268,239

 
1,517,306

 
100,739

 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
272

 
(185
)
 
153

 
 

 
 

 
 

Cash and cash equivalents at January 1,
81

 
266

 
113

 
 

 
 

 
 

Cash and cash equivalents at December 31,
$
353

 
$
81

 
$
266

 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 

 
 

 
 

Cash paid during the year for:
 

 
 

 
 

Interest
$
95,074

 
$
96,847

 
$
69,767

Income tax payments, net
$
(2,332
)
 
$
13,463

 
$
12,319

Non-cash investing activities:
 

 
 

 
 

Common stock issued for acquisition of Jefferies Group LLC
$

 
$

 
$
3,385,699

Issuance of mandatorily redeemable convertible preferred shares for acquisition of Jefferies Group LLC
$

 
$

 
$
125,000

Investments contributed to subsidiary
$

 
$
5,000

 
$

Investments transferred from subsidiary
$

 
$
43,602

 
$

Non-cash financing activities:
 

 
 

 
 

Net assets excluding cash and cash equivalents of Crimson Wine Group, Ltd., which was spun off
$

 
$

 
$
175,958

Issuance of common shares for debt conversion
$

 
$
97,546

 
$




See accompanying notes to condensed financial statements.
10


Schedule I - Condensed Financial Information of Registrant, continued
LEUCADIA NATIONAL CORPORATION
(PARENT COMPANY ONLY)
Notes to Condensed Financial Statements

1. Introduction and Basis of Presentation

The accompanying condensed financial statements (the "Parent Company Financial Statements"), including the notes thereto, should be read in conjunction with the consolidated financial statements of Leucadia National Corporation and Subsidiaries (the "Company") and the notes thereto found in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 ("2015 10-K"). For purposes of these condensed non-consolidated financial statements, the Company's wholly-owned and majority owned subsidiaries are accounted for using the equity method of accounting ("equity method subsidiaries").

The Parent Company Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The significant accounting policies of the Parent Company Financial Statements are those used by the Company on a consolidated basis, to the extent applicable. For further information regarding the significant accounting policies refer to Note 2, Significant Accounting Policies, in the Company's consolidated financial statements included in the 2015 10-K.

The Company has 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. GAAP. The most important of these estimates and assumptions relate to fair value measurements, goodwill and intangible assets, the ability to realize deferred tax assets and the recognition and measurement of uncertain tax positions. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates.

2. Transactions with Subsidiaries

The Parent Company has transactions with its equity method subsidiaries, many of which are structured as interest bearing advances to/from its subsidiaries. Intercompany interest expense primarily reflects the interest on funding advances incurred by the Parent to its wholly-owned subsidiary which holds assets related to its treasury function. Interest is incurred on funding advances based on the prime rate plus .125%. Although there is frequent cash movement between these subsidiaries and the Parent, they do not represent cash dividends. As such, the Parent Company received no cash dividends from its subsidiaries during the three years ended December 31, 2015.

In 2014, the Parent Company agreed to a settlement relating to the acquisition of its wholly-owned subsidiary, Jefferies Group LLC. Amounts accrued in 2014, include $70.0 million to certain former equity holders of Jefferies Group Inc., along with attorney fees and are included in the Selling, general and other expenses line item in the Statements of Operations.

3. Commitments, Contingencies and Guarantees

In the normal course of its business, the Parent Company has various commitments, contingencies and guarantees as described in Note 26, Commitments, Contingencies and Guarantees, and Note 18, Mezzanine Equity, in the Company's consolidated financial statements included in the 2015 10-K.

4. Restricted Net Assets

For a discussion of the Company's regulatory requirements, see Note 27, Net Capital Requirements, in the Company's consolidated financial statements included in the 2015 10-K. Some of the Company's consolidated subsidiaries also have credit agreements which may restrict the payment of cash dividends, or the ability to make loans or advances to the Parent Company.

At December 31, 2015 and 2014, $6,264.4 million and $6,230.4 million, respectively, of net assets of the Parent Company's consolidated subsidiaries are restricted as to the payment of cash dividends, or the ability to make loans or advances to the Parent Company. At December 31, 2015 and 2014, $5,202.7 million and $5,357.7 million, respectively, of these net assets are restricted as they reflect regulatory capital requirements or require regulatory approval prior to the payment of cash dividends and advances to the Parent Company.

Included in retained earnings of the Parent Company at December 31, 2015 and 2014 are $117.1 million and $123.4 million, respectively, of undistributed earnings of unconsolidated associated companies. For further information, see Note 11, Loans to and Investments in Associated Companies, in the Company's consolidated financial statements included in the 2015 10-K.

11





Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule



To the Board of Directors and Shareholders of Leucadia National Corporation:

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting of Leucadia National Corporation referred to in our report dated February 19, 2016 appearing in the 2015 Annual Report on Form 10-K also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K/A. In our opinion, this financial statement schedule, which consists of the condensed statements of financial condition as of December 31, 2015 and 2014 and the related condensed statements of operations and comprehensive income, and of cash flows of Leucadia National Corporation for the years ended December 31, 2015, 2014 and 2013, present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
 


/s/ PricewaterhouseCoopers LLP
New York, New York
March 17, 2016



12





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K/A report to be signed on its behalf by the undersigned, thereunto duly authorized. 
 
 
LEUCADIA NATIONAL CORPORATION
 
 
 
 
Date:  March 17, 2016
By:
 
/s/ John M. Dalton
 
 
 
John M. Dalton
 
 
 
Vice President and Controller
 
 
 
(Principal Accounting Officer)


13



Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-169377, 333-51494, 333-143770 and 333-185318) and Form S-3 (No. 333-191533) of Leucadia National Corporation of our report dated March 17, 2016 related to the financial statement schedule listed in Item 15(a)(2), which appear in this Form 10-K/A.

/s/ PricewaterhouseCoopers LLP
New York, New York
March 17, 2016

 





Exhibit 31.1
CERTIFICATIONS
I, Richard B. Handler, certify that:
1.
I have reviewed this annual report on Form 10-K/A of Leucadia National Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
 
 
Date:  March 17, 2016
By:
/s/           Richard B. Handler
 
 
Name:    Richard B. Handler
 
 
Title:      Chief Executive Officer







Exhibit 31.2
CERTIFICATIONS
I, Teresa S. Gendron, certify that:
1.
I have reviewed this annual report on Form 10-K/A of Leucadia National Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
   
 
 
 
 
 
Date:  March 17, 2016
By:
/s/         Teresa S. Gendron
 
 
Name:   Teresa S. Gendron
 
 
Title:     Chief Financial Officer







Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard B. Handler, as Chief Executive Officer of Leucadia National Corporation (the "Company") certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
the accompanying Form 10-K/A report for the period ending December 31, 2015 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  
 
 
 
 
 
Date:  March 17, 2016
By:
/s/          Richard B. Handler
 
 
Name:   Richard B. Handler
 
 
Title:     Chief Executive Officer







Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Teresa S. Gendron, as Chief Financial Officer of Leucadia National Corporation (the "Company") certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
the accompanying Form 10-K/A report for the period ending December 31, 2015 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  
 
 
 
 
 
Date:  March 17, 2016
By:
/s/         Teresa S. Gendron
 
 
Name:  Teresa S. Gendron
 
 
Title:    Chief Financial Officer





v3.3.1.900
Document And Entity Information - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Feb. 11, 2016
Jun. 30, 2015
Document And Entity Information [Abstract]      
Document Type 10-K/A    
Amendment Flag true    
Amendment Description In reliance on General Instruction A. (4) to Form 10-K, we are filing this Amendment to our Form 10-K solely to add Schedule I as required pursuant to Rule 5.04 of Regulation S-X.    
Document Period End Date Dec. 31, 2015    
Document Fiscal Year Focus 2015    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Entity Central Index Key 0000096223    
Entity Registrant Name LEUCADIA NATIONAL CORPORATION    
Entity Filer Category Large Accelerated Filer    
Entity Common Stock, Shares Outstanding   362,243,256  
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Well-known Seasoned Issuer Yes    
Entity Public Float     $ 8,196,406


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant
12 Months Ended
Dec. 31, 2015
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
Schedule I - Condensed Financial Information of Registrant
Statements of Financial Condition
December 31, 2015 and 2014
(Dollars in thousands, except par value)
 
2015
 
2014
ASSETS
 
 
 
Cash and cash equivalents
$
353

 
$
81

Financial instruments owned:
 

 
 

Trading assets, at fair value
750,116

 

Available for sale securities
14,104

 
11,927

Total financial instruments owned
764,220

 
11,927

Investments in subsidiaries
18,348,067

 
17,650,659

Advances to subsidiaries
123,805

 
114,220

Investments in associated companies
244,206

 
234,223

Deferred tax asset, net
221,310

 
247,330

Other assets
66,360

 
16,288

Total
$
19,768,321

 
$
18,274,728

 
 
 
 
LIABILITIES
 

 
 

Accrued interest payable
$
11,447

 
$
22,429

Pension liabilities
78,007

 
107,939

Other payables, expense accruals and other liabilities
103,438

 
129,125

Advances from subsidiaries
8,060,608

 
6,142,615

Long-term debt
988,610

 
1,445,462

Total liabilities
9,242,110

 
7,847,570

 
 
 
 
Commitments and contingencies

 

 
 
 
 
MEZZANINE EQUITY
 

 
 

Mandatorily redeemable convertible preferred shares
125,000

 
125,000

 
 
 
 
EQUITY
 

 
 

Common shares, par value $1 per share, authorized 600,000,000 shares;
 

 
 

362,617,423 and 367,498,615 shares issued and outstanding, after deducting
 

 
 

53,755,292 and 48,447,573 shares held in treasury
362,617

 
367,499

Additional paid-in capital
4,986,819

 
5,059,508

Accumulated other comprehensive income
438,793

 
447,082

Retained earnings
4,612,982

 
4,428,069

Total Leucadia National Corporation shareholders’ equity
10,401,211

 
10,302,158

 
 
 
 
Total
$
19,768,321

 
$
18,274,728

Statements of Operations
For the years ended December 31, 2015, 2014 and 2013
(In thousands, except per share amounts)
 
2015
 
2014
 
2013
Revenues:
 
 
 
 
 
Principal transactions
$
491,341

 
$

 
$

Net realized securities losses

 

 
(804
)
Other
1,477

 
752

 
1,535

Total revenues
492,818

 
752

 
731

 
 
 
 
 
 
Expenses:
 

 
 

 
 

Compensation and benefits
58,899

 
60,830

 
68,806

WilTel pension
50,836

 
9,298

 
10,205

Interest
85,884

 
98,115

 
71,620

Intercompany interest expense
241,906

 
178,027

 
157,183

Selling, general and other expenses
28,081

 
115,163

 
40,502

 
465,606

 
461,433

 
348,316

Income (loss) from continuing operations before income taxes, income related to associated companies and equity in earnings of subsidiaries
27,212

 
(460,681
)
 
(347,585
)
Income related to associated companies
3,479

 
3,763

 
3,896

Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries
30,691

 
(456,918
)
 
(343,689
)
Income tax provision (benefit)
267

 
(139,832
)
 
(105,053
)
Income (loss) from continuing operations before equity in earnings of subsidiaries
30,424

 
(317,086
)
 
(238,636
)
Equity in earnings of subsidiaries, net of taxes
247,704

 
541,680

 
658,184

Income from continuing operations
278,128

 
224,594

 
419,548

Equity in income (loss) from discontinued operations, net of taxes
429

 
(17,893
)
 
(60,026
)
Equity in gain on disposal of discontinued operations, net of taxes
5,093

 
1,667

 
13,115

Net income
283,650

 
208,368

 
372,637

Preferred stock dividends
(4,063
)
 
(4,062
)
 
(3,397
)
Net income attributable to Leucadia National Corporation common shareholders
$
279,587

 
$
204,306

 
$
369,240

 
 
 
 
 
 
Basic earnings (loss) per common share attributable to Leucadia National Corporation common shareholders:
 
 
 
 
 
Income from continuing operations
$
0.73

 
$
0.58

 
$
1.20

Income (loss) from discontinued operations

 
(0.05
)
 
(0.17
)
Gain on disposal of discontinued operations
0.01

 
0.01

 
0.04

Net income
$
0.74

 
$
0.54

 
$
1.07

 
 
 
 
 
 
Diluted earnings (loss) per common share attributable to Leucadia National Corporation common shareholders:
 

 
 

 
 

Income from continuing operations
$
0.73

 
$
0.58

 
$
1.20

Income (loss) from discontinued operations

 
(0.05
)
 
(0.17
)
Gain on disposal of discontinued operations
0.01

 
0.01

 
0.03

Net income
$
0.74

 
$
0.54

 
$
1.06

Statements of Comprehensive Income (Loss)
For the years ended December 31, 2015, 2014 and 2013
(In thousands)
 
2015
 
2014
 
2013
 
 
 
 
 
 
Net income
$
283,650

 
$
208,368

 
$
372,637

Other comprehensive income (loss):
 

 
 

 
 

Net unrealized holding gains (losses) on investments arising during the period, net of income tax provision (benefit) of $(5,029), $(4,923) and $(543)
(9,057
)
 
(8,866
)
 
(979
)
Less: reclassification adjustment for net (gains) losses included in net income (loss), net of income tax provision (benefit) of $6,068, $1,631 and $118,292
(10,930
)
 
(2,939
)
 
(213,058
)
Net change in unrealized holding gains (losses) on investments, net of income tax provision (benefit) of $(11,097), $(6,554) and $(118,835)
(19,987
)
 
(11,805
)
 
(214,037
)
 
 
 
 
 
 
Net unrealized foreign exchange gains (losses) arising during the period, net of income tax provision (benefit) of $(5,174), $(6,837) and $865
(36,477
)
 
(43,307
)
 
22,900

Less: reclassification adjustment for foreign exchange (gains) losses included in net income (loss), net of income tax provision (benefit) of $0, $149 and $0

 
(267
)
 

Net change in unrealized foreign exchange gains (losses), net of income tax provision (benefit) of $(5,174), $(6,986) and $865
(36,477
)
 
(43,574
)
 
22,900

 
 
 
 
 
 
Net unrealized gains (losses) on derivatives arising during the period, net of income tax provision (benefit) of $0, $0 and $(9)

 

 
(15
)
Less: reclassification adjustment for derivative (gains) losses included in net income (loss), net of income tax provision (benefit) of $0, $(95) and $0

 
169

 

Net change in unrealized derivative gains (losses), net of income tax provision (benefit) of $0, $95 and $(9)

 
169

 
(15
)
 
 
 
 
 
 
Net pension gains (losses) arising during the period, net of income tax provision (benefit) of $7,152, $(17,698) and $11,685
17,073

 
(38,959
)
 
19,274

Less: reclassification adjustment for pension (gains) losses included in net income (loss), net of income tax provision (benefit) of $(17,159), $(1,676) and $(2,665)
31,102

 
3,201

 
4,799

Net change in pension liability benefits, net of income tax provision (benefit) of $24,311, $(16,022) and $14,350
48,175

 
(35,758
)
 
24,073

 
 
 
 
 
 
Other comprehensive loss, net of income taxes
(8,289
)
 
(90,968
)
 
(167,079
)
 
 
 
 
 
 
Comprehensive income
275,361

 
117,400

 
205,558

Preferred stock dividends
(4,063
)
 
(4,062
)
 
(3,397
)
 
 
 
 
 
 
Comprehensive income attributable to Leucadia National Corporation common shareholders
$
271,298

 
$
113,338

 
$
202,161

Statements of Cash Flows
For the years ended December 31, 2015, 2014 and 2013
(In thousands)
 
2015
 
2014
 
2013
Net cash flows from operating activities:
 
 
 
 
 
Net income
$
283,650

 
$
208,368

 
$
372,637

Adjustments to reconcile net income to net cash used for operations:
 

 
 

 
 

Deferred income tax benefit
(2,457
)
 
(15,302
)
 
(5,146
)
Accretion of interest
1,788

 
2,029

 
1,222

Share-based compensation
74,087

 
109,838

 
87,230

Equity in earnings of subsidiaries
(253,226
)
 
(525,454
)
 
(611,273
)
Net securities losses

 

 
804

Income related to associated companies
(3,479
)
 
(3,763
)
 
(3,896
)
Distributions from associated companies
312

 
2,429

 
2,116

Change in estimated litigation reserve
(88,500
)
 
88,500

 

Net change in:
 

 
 

 
 

Trading assets
(615,768
)
 

 

Other assets
(47,261
)
 
(5,674
)
 
(514
)
Accrued interest payable
(10,982
)
 
(762
)
 
631

Pension liabilities
49,835

 
9,299

 
6,729

Other payables, expense accruals and other liabilities
5,451

 
(16,211
)
 
(8,889
)
Other
5,112

 
4,153

 
3,436

Net cash used for operating activities
(601,438
)
 
(142,550
)
 
(154,913
)
 
 
 
 
 
 
Net cash flows from investing activities:
 

 
 

 
 

Investments in subsidiaries
(637,400
)
 
(1,460,159
)
 
(44,870
)
Distributions from subsidiaries
119,695

 
97,331

 
95,635

Advances on notes, loans and other receivables
(279,000
)
 
(6,500
)
 

Collections on notes, loans and other receivables
144,652

 
6,500

 

Investments in associated companies
(8,101
)
 
(1,399
)
 
(1,350
)
Capital distributions from associated companies
1,317

 
730

 
3,367

Purchases of investments (other than short-term)
(7,968
)
 
(11,628
)
 

Proceeds from sales of investments

 

 
1,373

Other
276

 
184

 
172

Net cash provided by (used for) investing activities
(666,529
)
 
(1,374,941
)
 
54,327

(continued)
Schedule I - Condensed Financial Information of Registrant, continued
LEUCADIA NATIONAL CORPORATION
(PARENT COMPANY ONLY)
Condensed Statements of Cash Flows, continued
For the years ended December 31, 2015, 2014 and 2013
(In thousands)
 
2015
 
2014
 
2013
Net cash flows from financing activities:
 
 
 
 
 
Issuance of debt, net of issuance costs
$

 
$

 
$
984,674

Reduction of debt
(458,641
)
 
(34
)
 
(401,909
)
Advances from (to) subsidiaries, net
1,943,961

 
1,683,949

 
(356,224
)
Issuance of common shares
1,223

 
2,190

 
5,557

Purchase of common shares for treasury
(125,754
)
 
(75,728
)
 
(40,024
)
Dividends paid
(92,550
)
 
(93,071
)
 
(91,335
)
Net cash provided by financing activities
1,268,239

 
1,517,306

 
100,739

 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
272

 
(185
)
 
153

 
 

 
 

 
 

Cash and cash equivalents at January 1,
81

 
266

 
113

 
 

 
 

 
 

Cash and cash equivalents at December 31,
$
353

 
$
81

 
$
266

 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 

 
 

 
 

Cash paid during the year for:
 

 
 

 
 

Interest
$
95,074

 
$
96,847

 
$
69,767

Income tax payments, net
$
(2,332
)
 
$
13,463

 
$
12,319

Non-cash investing activities:
 

 
 

 
 

Common stock issued for acquisition of Jefferies Group LLC
$

 
$

 
$
3,385,699

Issuance of mandatorily redeemable convertible preferred shares for acquisition of Jefferies Group LLC
$

 
$

 
$
125,000

Investments contributed to subsidiary
$

 
$
5,000

 
$

Investments transferred from subsidiary
$

 
$
43,602

 
$

Non-cash financing activities:
 

 
 

 
 

Net assets excluding cash and cash equivalents of Crimson Wine Group, Ltd., which was spun off
$

 
$

 
$
175,958

Issuance of common shares for debt conversion
$

 
$
97,546

 
$

Notes to Condensed Financial Statements

1. Introduction and Basis of Presentation

The accompanying condensed financial statements (the "Parent Company Financial Statements"), including the notes thereto, should be read in conjunction with the consolidated financial statements of Leucadia National Corporation and Subsidiaries (the "Company") and the notes thereto found in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 ("2015 10-K"). For purposes of these condensed non-consolidated financial statements, the Company's wholly-owned and majority owned subsidiaries are accounted for using the equity method of accounting ("equity method subsidiaries").

The Parent Company Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The significant accounting policies of the Parent Company Financial Statements are those used by the Company on a consolidated basis, to the extent applicable. For further information regarding the significant accounting policies refer to Note 2, Significant Accounting Policies, in the Company's consolidated financial statements included in the 2015 10-K.

The Company has 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. GAAP. The most important of these estimates and assumptions relate to fair value measurements, goodwill and intangible assets, the ability to realize deferred tax assets and the recognition and measurement of uncertain tax positions. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates.

2. Transactions with Subsidiaries

The Parent Company has transactions with its equity method subsidiaries, many of which are structured as interest bearing advances to/from its subsidiaries. Intercompany interest expense primarily reflects the interest on funding advances incurred by the Parent to its wholly-owned subsidiary which holds assets related to its treasury function. Interest is incurred on funding advances based on the prime rate plus .125%. Although there is frequent cash movement between these subsidiaries and the Parent, they do not represent cash dividends. As such, the Parent Company received no cash dividends from its subsidiaries during the three years ended December 31, 2015.

In 2014, the Parent Company agreed to a settlement relating to the acquisition of its wholly-owned subsidiary, Jefferies Group LLC. Amounts accrued in 2014, include $70.0 million to certain former equity holders of Jefferies Group Inc., along with attorney fees and are included in the Selling, general and other expenses line item in the Statements of Operations.

3. Commitments, Contingencies and Guarantees

In the normal course of its business, the Parent Company has various commitments, contingencies and guarantees as described in Note 26, Commitments, Contingencies and Guarantees, and Note 18, Mezzanine Equity, in the Company's consolidated financial statements included in the 2015 10-K.

4. Restricted Net Assets

For a discussion of the Company's regulatory requirements, see Note 27, Net Capital Requirements, in the Company's consolidated financial statements included in the 2015 10-K. Some of the Company's consolidated subsidiaries also have credit agreements which may restrict the payment of cash dividends, or the ability to make loans or advances to the Parent Company.

At December 31, 2015 and 2014, $6,264.4 million and $6,230.4 million, respectively, of net assets of the Parent Company's consolidated subsidiaries are restricted as to the payment of cash dividends, or the ability to make loans or advances to the Parent Company. At December 31, 2015 and 2014, $5,202.7 million and $5,357.7 million, respectively, of these net assets are restricted as they reflect regulatory capital requirements or require regulatory approval prior to the payment of cash dividends and advances to the Parent Company.

Included in retained earnings of the Parent Company at December 31, 2015 and 2014 are $117.1 million and $123.4 million, respectively, of undistributed earnings of unconsolidated associated companies. For further information, see Note 11, Loans to and Investments in Associated Companies, in the Company's consolidated financial statements included in the 2015 10-K.


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant (Statements of Financial Condition) (Details) - Parent Company [Member] - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
ASSETS        
Cash and cash equivalents $ 353 $ 81 $ 266 $ 113
Financial instruments owned:        
Trading assets, at fair value 750,116 0    
Available for sale securities 14,104 11,927    
Total financial instruments owned 764,220 11,927    
Investments in subsidiaries 18,348,067 17,650,659    
Advances to subsidiaries 123,805 114,220    
Investments in associated companies 244,206 234,223    
Deferred tax asset, net 221,310 247,330    
Other assets 66,360 16,288    
Total 19,768,321 18,274,728    
LIABILITIES        
Accrued interest payable 11,447 22,429    
Pension liabilities 78,007 107,939    
Other payables, expense accruals and other liabilities 103,438 129,125    
Advances from subsidiaries 8,060,608 6,142,615    
Long-term debt 988,610 1,445,462    
Total liabilities $ 9,242,110 $ 7,847,570    
Commitments and contingencies    
MEZZANINE EQUITY        
Mandatorily redeemable convertible preferred shares $ 125,000 $ 125,000    
EQUITY        
Common shares, par value $1 per share, authorized 600,000,000 shares; 362,617,423 and 367,498,615 shares issued and outstanding, after deducting 53,755,292 and 48,447,573 shares held in treasury 362,617 367,499    
Additional paid-in capital 4,986,819 5,059,508    
Accumulated other comprehensive income 438,793 447,082    
Retained earnings 4,612,982 4,428,069    
Total Leucadia National Corporation shareholders’ equity 10,401,211 10,302,158    
Total $ 19,768,321 $ 18,274,728    


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant (Statements of Financial Condition) (Parenthetical) (Details) - Parent Company [Member] - $ / shares
Dec. 31, 2015
Dec. 31, 2014
Condensed Balance Sheet Statements, Captions [Line Items]    
Common shares, par value (USD per share) $ 1 $ 1
Common shares, authorized 600,000,000 600,000,000
Common shares, issued and outstanding after deducting shares held in treasury 362,617,423 367,498,615
Treasury stock, shares 53,755,292 48,447,573


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant (Statements of Operations) (Details) - Parent Company [Member] - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Revenues:      
Principal transactions $ 491,341 $ 0 $ 0
Net realized securities losses 0 0 (804)
Other 1,477 752 1,535
Total revenues 492,818 752 731
Expenses:      
Compensation and benefits 58,899 60,830 68,806
WilTel pension 50,836 9,298 10,205
Interest 85,884 98,115 71,620
Intercompany interest expense 241,906 178,027 157,183
Selling, general and other expenses 28,081 115,163 40,502
Total expenses 465,606 461,433 348,316
Income (loss) from continuing operations before income taxes, income related to associated companies and equity in earnings of subsidiaries 27,212 (460,681) (347,585)
Income related to associated companies 3,479 3,763 3,896
Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries 30,691 (456,918) (343,689)
Income tax provision (benefit) 267 (139,832) (105,053)
Income (loss) from continuing operations before equity in earnings of subsidiaries 30,424 (317,086) (238,636)
Equity in earnings of subsidiaries, net of taxes 247,704 541,680 658,184
Income from continuing operations 278,128 224,594 419,548
Equity in income (loss) from discontinued operations, net of taxes 429 (17,893) (60,026)
Equity in gain on disposal of discontinued operations, net of taxes 5,093 1,667 13,115
Net income 283,650 208,368 372,637
Preferred stock dividends (4,063) (4,062) (3,397)
Net income attributable to Leucadia National Corporation common shareholders $ 279,587 $ 204,306 $ 369,240
Basic earnings (loss) per common share attributable to Leucadia National Corporation common shareholders:      
Income from continuing operations (USD per share) $ 0.73 $ 0.58 $ 1.20
Income (loss) from discontinued operations (USD per share) 0.00 (0.05) (0.17)
Gain on disposal of discontinued operations (USD per share) 0.01 0.01 0.04
Net income (USD per share) 0.74 0.54 1.07
Diluted earnings (loss) per common share attributable to Leucadia National Corporation common shareholders:      
Income from continuing operations (USD per share) 0.73 0.58 1.20
Income from discontinued operations (USD per share) 0.00 (0.05) (0.17)
Gain on disposal of discontinued operations (USD per share) 0.01 0.01 0.03
Net income (USD per share) $ 0.74 $ 0.54 $ 1.06


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant (Statements of Comprehensive Income (Loss) (Details) - Parent Company [Member] - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Condensed Statement of Income Captions [Line Items]      
Net income $ 283,650 $ 208,368 $ 372,637
Other comprehensive income (loss):      
Net unrealized holding gains (losses) on investments arising during the period, net of income tax provision (benefit) of $(5,029), $(4,923) and $(543) (9,057) (8,866) (979)
Less: reclassification adjustment for net (gains) losses included in net income (loss), net of income tax provision (benefit) of $6,068, $1,631 and $118,292 (10,930) (2,939) (213,058)
Net change in unrealized holding gains (losses) on investments, net of income tax provision (benefit) of $(11,097), $(6,554) and $(118,835) (19,987) (11,805) (214,037)
Net unrealized foreign exchange gains (losses) arising during the period, net of income tax provision (benefit) of $(5,174), $(6,837) and $865 (36,477) (43,307) 22,900
Less: reclassification adjustment for foreign exchange (gains) losses included in net income (loss), net of income tax provision (benefit) of $0, $149 and $0 0 (267) 0
Net change in unrealized foreign exchange gains (losses), net of income tax provision (benefit) of $(5,174), $(6,986) and $865 (36,477) (43,574) 22,900
Net unrealized gains (losses) on derivatives arising during the period, net of income tax provision (benefit) of $0, $0 and $(9) 0 0 (15)
Less: reclassification adjustment for derivative (gains) losses included in net income (loss), net of income tax provision (benefit) of $0, $(95) and $0 0 169 0
Net change in unrealized derivative gains (losses), net of income tax provision (benefit) of $0, $95 and $(9) 0 169 (15)
Net pension gains (losses) arising during the period, net of income tax provision (benefit) of $7,152, $(17,698) and $11,685 17,073 (38,959) 19,274
Less: reclassification adjustment for pension (gains) losses included in net income (loss), net of income tax provision (benefit) of $(17,159), $(1,676) and $(2,665) 31,102 3,201 4,799
Net change in pension liability benefits, net of income tax provision (benefit) of $24,311, $(16,022) and $14,350 48,175 (35,758) 24,073
Other comprehensive loss, net of income taxes (8,289) (90,968) (167,079)
Comprehensive income 275,361 117,400 205,558
Preferred stock dividends (4,063) (4,062) (3,397)
Comprehensive income attributable to Leucadia National Corporation common shareholders $ 271,298 $ 113,338 $ 202,161


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant (Statements of Comprehensive Income (Loss) (Parenthetical) (Details) - Parent Company [Member] - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Condensed Statement of Income Captions [Line Items]      
Net unrealized holding gains (losses) on investments arising during the period, tax provision (benefit) $ (5,029) $ (4,923) $ (543)
Less: reclassification adjustment for net (gains) losses included in net income (loss), tax provision (benefit) 6,068 1,631 118,292
Net change in unrealized holding gains (losses) on investments, tax provision (benefit) (11,097) (6,554) (118,835)
Net unrealized foreign exchange gains (losses) arising during the period, tax provision (benefit) (5,174) (6,837) 865
Less: reclassification adjustment for foreign exchange (gains) losses included in net income (loss), tax provision (benefit) 0 149 0
Net change in unrealized foreign exchange gains (losses), tax provision (benefit) (5,174) (6,986) 865
Net unrealized gains (losses) on derivatives arising during the period, tax provision (benefit) 0 0 (9)
Less: reclassification adjustment for derivative (gains) losses included in net income (loss), tax provision (benefit) 0 (95) 0
Net change in unrealized derivative gains (losses), tax provision (benefit) 0 95 (9)
Net pension and postretirement gains (losses) arising during the period, tax provision (benefit) 7,152 (17,698) 11,685
Less: reclassification adjustment for pension and postretirement (gains) losses included in net income (loss), tax provision (benefit) (17,159) (1,676) (2,665)
Net change in pension liability and postretirement benefits, tax provision (benefit) $ 24,311 $ (16,022) $ 14,350


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant (Statements of Cash Flows) (Details) - Parent Company [Member] - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Net cash flows from operating activities:      
Net income $ 283,650 $ 208,368 $ 372,637
Adjustments to reconcile net income to net cash used for operations:      
Deferred income tax benefit (2,457) (15,302) (5,146)
Accretion of interest 1,788 2,029 1,222
Share-based compensation 74,087 109,838 87,230
Equity in earnings of subsidiaries (253,226) (525,454) (611,273)
Net securities losses 0 0 804
Income related to associated companies 3,479 3,763 3,896
Distributions from associated companies 312 2,429 2,116
Change in estimated litigation reserve (88,500) 88,500 0
Net change in:      
Trading assets (615,768) 0 0
Other assets (47,261) (5,674) (514)
Accrued interest payable (10,982) (762) 631
Pension liabilities 49,835 9,299 6,729
Other payables, expense accruals and other liabilities 5,451 (16,211) (8,889)
Other 5,112 4,153 3,436
Net cash used for operating activities (601,438) (142,550) (154,913)
Net cash flows from investing activities:      
Investments in subsidiaries (637,400) (1,460,159) (44,870)
Distributions from subsidiaries 119,695 97,331 95,635
Advances on notes, loans and other receivables (279,000) (6,500) 0
Collections on notes, loans and other receivables 144,652 6,500 0
Investments in associated companies (8,101) (1,399) (1,350)
Capital distributions from associated companies 1,317 730 3,367
Purchases of investments (other than short-term) (7,968) (11,628) 0
Proceeds from sales of investments 0 0 1,373
Other 276 184 172
Net cash provided by (used for) investing activities (666,529) (1,374,941) 54,327
Net cash flows from financing activities:      
Issuance of debt, net of issuance costs 0 0 984,674
Reduction of debt (458,641) (34) (401,909)
Advances from (to) subsidiaries, net 1,943,961 1,683,949 (356,224)
Issuance of common shares 1,223 2,190 5,557
Purchase of common shares for treasury (125,754) (75,728) (40,024)
Dividends paid (92,550) (93,071) (91,335)
Net cash provided by financing activities 1,268,239 1,517,306 100,739
Net increase (decrease) in cash and cash equivalents 272 (185) 153
Cash and cash equivalents at January 1, 81 266 113
Cash and cash equivalents at December 31, 353 81 266
Supplemental disclosures of cash flow information:      
Interest 95,074 96,847 69,767
Income tax payments, net (2,332) 13,463 12,319
Non-cash investing activities:      
Common stock issued for acquisition of Jefferies Group LLC 0 0 3,385,699
Issuance of mandatorily redeemable convertible preferred shares for acquisition of Jefferies Group LLC 0 0 125,000
Investments contributed to subsidiary 0 5,000 0
Investments transferred from subsidiary 0 43,602 0
Non-cash financing activities:      
Net assets excluding cash and cash equivalents of Crimson Wine Group, Ltd., which was spun off 0 0 175,958
Issuance of common shares for debt conversion $ 0 $ 97,546 $ 0


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant (Transactions with Subsidiaries) (Details) - Parent Company [Member] - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Former Equity Holders of Jefferies Group Inc [Member]    
Schedule of Equity Method Investments [Line Items]    
Payments to former equity holders of Jefferies Group Inc   $ 70.0
Prime Rate [Member]    
Schedule of Equity Method Investments [Line Items]    
Basis spread on variable rate 0.125%  


v3.3.1.900
Schedule I - Condensed Financial Information of Registrant (Restricted Net Assets) (Details) - Parent Company [Member] - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Registration Payment Arrangement [Line Items]    
Assets that may be restricted to the payment of cash dividends and advances $ 6,264.4 $ 6,230.4
Other restricted assets 5,202.7 5,357.7
Undistributed earnings of unconsolidated subsidiaries $ 117.1 $ 123.4
Leucadia (NYSE:LUK)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Leucadia Charts.
Leucadia (NYSE:LUK)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Leucadia Charts.