LEUCADIA NATIONAL CORP Item 1A Risk Factors |
You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this Report, before you decide whether to purchase our common stock |
The risks set out below are not the only risks we face |
If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected |
In such case, the trading price of our common stock could decline, and you may lose all or part of your investment |
Future acquisitions and dispositions of our operations and investments are possible, and if unsuccessful could reduce the value of our common shares |
We continuously evaluate the retention and disposition of our existing operations and investigate possible acquisitions of new businesses |
Any future acquisitions or dispositions may result in significant changes in the composition of our assets and liabilities |
Consequently, our financial condition, results of operations and the trading price of our common shares may be affected by factors different from those affecting our financial condition, results of operations and trading price at the present time |
21 Future acquisitions and investments may expose us to risks to which we are not currently subject |
Future acquisitions and investments may expose us to risks such as: o the possibility that future acquisitions and investments may not immediately, if ever, add value to our Company; o diversion of managementapstas attention from our existing businesses; and o the possibility that the acquired businesses or investments will generate insufficient profits to offset the increased expenses associated with the acquisitions |
Our ability to make future acquisitions and investments successfully depends on a range of factors, including our ability to identify and compete with others for potential acquisition targets, the acquisition price, terms and conditions of any completed acquisitions, and the future profitability of any new acquisitions and investments |
We are dependent on certain key personnel |
We are dependent on the services of Ian M Cumming and Joseph S Steinberg, our Chairman of the Board and President, respectively |
Cummingapstas and Steinbergapstas employment agreements with us expire June 30, 2015 |
These individuals are also significant shareholders of our Company |
As of February 23, 2006, Messrs |
Cumming and Steinberg and their respective families (excluding certain private charitable foundations) beneficially owned approximately 11dtta5prca and 12dtta6prca of our outstanding common shares, respectively |
Accordingly, Messrs |
Cumming and Steinberg could exert significant influence over all matters requiring approval by our shareholders, including the election or removal of directors and the approval of mergers or other business combination transactions |
We operate in a variety of industries and market sectors, certain of which may be more susceptible to economic downturns than others |
The industries in which we operate may be subject to the effects of national or local economic cycles, increased competition and changes in demographic conditions, any of which may adversely affect our businesses and are beyond our control |
Changes in economic conditions in the United States or internationally can cause fluctuation in prices and sales volumes which could adversely affect the Companyapstas operating results |
A worsening of general economic or market conditions may result in lower valuations for our businesses or investments or have a negative impact on the credit quality of our assets |
Changes in the US housing market could reduce Idaho Timberapstas revenues and profitability |
Idaho Timberapstas revenues benefit from continued strong new housing starts and the strong home improvement market in the US Any decline in the US housing market, which could result from local, regional, national or international economic changes, or from other factors, including increases in mortgage interest rate levels, would likely reduce demand for Idaho Timberapstas products and lower revenue |
Changes in telecommunications laws and regulations could adversely affect ATX ATX operates in a highly competitive and regulated industry |
ATX would not be able to provide many of its services to its customers without the ability to purchase services from its competitors, which is a right ATX and others currently have pursuant to government laws promoting competition in local telephone markets |
Recent changes in government regulations have either limited the ability of ATX to purchase certain services, or increased the cost of those services to ATX Future regulatory changes could have an adverse impact on ATXapstas ability to sell its products, to sell its products at a competitive price or to acquire the services it needs at a cost effective rate |
In addition, ATX incurs substantial expenses complying with various local, state and federal regulations, and changes in these regulations could increase the cost of compliance |
We are subject to risks associated with the increased volatility in raw material prices and the availability of key raw materials |
We purchase significant amounts of raw materials from third parties for use in our plastics manufacturing and Idaho Timber businesses |
The price for polypropylene, the principal raw material used by the plastics manufacturing segment, tends to fluctuate with the price of oil and as a result has risen significantly over the past couple of years |
To the extent this trend continues and we are unable to pass these price increases to our customers, our results of operations will be negatively impacted |
A significant portion of Idaho Timberapstas raw material purchases are from foreign suppliers, and the availability of that supply can be adversely impacted by trade disputes |
In addition, raw material prices at Idaho Timber will not always rise and fall in proportion to selling prices of Idaho Timberapstas products, which can have a negative impact on operating results |
22 Compliance with government laws and regulations require the expenditure of funds and adversely affect the profitability of our real estate development projects |
Our real estate development business requires numerous governmental approvals, licenses and permits, which we must obtain before we can begin development and construction |
This approval process can be delayed by withdrawals or modifications of preliminary approvals, by litigation and appeals challenging development rights and by changes in prevailing local circumstances or applicable laws that may require additional approvals |
Adverse regulatory changes or failure to obtain approvals could delay real estate development projects or make them more costly to complete |
Changes in mortgage interest rate levels or changes in consumer lending practices could reduce consumer affordability and demand for some of our real estate development projects |
Certain of our real estate development projects are dependent upon the availability and cost of mortgage financing for potential homebuyers |
Any significant increase in the prevailing low mortgage interest rate environment or decrease in available credit could reduce consumer demand for housing, which in turn could lead to fewer home sales or lower selling prices |
A decrease in consumer spending or general increases in the cost of living could adversely impact sales at our wineries |
Our wineries primarily produce and sell wines in the luxury segment of the premium table wine market, and are significantly dependent on the level of consumer spending |
Consumer spending habits are influenced by a number of factors beyond our control, including the general state of the economy, increases in the cost of living, federal and state income tax rates, deductibility of business entertainment expenses under federal and state law and consumer confidence in future economic conditions |
Adverse regulatory developments and healthcare reform legislation impacting Medicare reimbursement levels could reduce Symphonyapstas revenues and reduce our operating profits |
Changes in the reimbursement policies of the Medicare or Medicaid programs as a result of budget cuts by federal and state governments or other legislative and regulatory actions could have an adverse effect on our healthcare business |
Government payment programs are subject to statutory and regulatory changes, retroactive rate adjustments, administrative orders and funding restrictions, all of which could decrease program payments to us or to our customers |
In recent years, there have been numerous discussions at federal and state levels for comprehensive reforms of the countryapstas healthcare system |
Regulatory action affecting the level of funding for Medicare and Medicaid programs, the reimbursement regulations of CMS, greater regulatory flexibility, additional operational requirements or failure to obtain relief from the recently imposed Medicare Part B caps could adversely affect us |
The healthcare industry is heavily regulated by the government, which requires our compliance with a variety of laws |
The services Symphony provides are subject to periodic reviews, investigations and audits by governmental authorities to ensure that we are complying with standards established for continued licensure under state law, certification for participation under the Medicare and Medicaid programs and compliance with laws governing the transmission and privacy of patient healthcare information |
We could be adversely affected if we fail to meet these standards or if the standards change and we experience delays or incur additional costs in meeting the new standards |
Our failure to obtain, retain or renew any required regulatory approvals, licenses or certificates could prevent us from being reimbursed for certain of our services |
Symphony incurs substantial administrative costs complying with government laws and regulations |
Symphony is also subject to potential lawsuits under a federal whistleblower statute designed to combat fraud and abuse in the healthcare industry |
We could experience significant increases in operating costs due to continued intense competition for qualified staff in our healthcare business |
Our inability to attract and retain highly skilled personnel would make it difficult to conduct our healthcare business |
Due to shortages in qualified professionals in the healthcare industry, competition for these employees is intense and Symphonyapstas competitors may offer more attractive wage and benefit packages than we do |
In addition to the wage pressures inherent in this environment, the cost of training new employees amid high turnover rates has increased our costs |
Continued industry-wide shortages of qualified healthcare professionals will affect our ability to attract and maintain adequate staffing levels, which could adversely affect our results of operations |
23 Our various businesses are dependent on the proper functioning of our information systems |
Our operations are dependent on the proper functioning of our information systems |
Additionally, we rely on our information systems in managing our accounting and financial reporting |
Hardware and software is protected by various forms and levels of security, and certain of our information technology functions have backup processing capabilities |
However, these systems are still vulnerable to fire, storm, flood, power loss, telecommunications failures, physical or software break-ins and similar events |
In the event that critical information systems are unavailable, these functions would have to be accomplished manually, which could temporarily impair our ability to identify business opportunities quickly, maintain billing and clinical records reliably, bill for services efficiently or maintain our accounting and financial reporting effectively |
We face intense competition in the operation of our businesses |
The industries in which we operate are highly competitive |
There are numerous competitors who operate in our markets, many of which have advantages over us, such as more favorable locations, greater financial and other resources and may be more established in their respective communities than we are |
Competitors may offer newer or different products or services that our customers may find more attractive |
We may not be able to generate sufficient taxable income to fully realize our deferred tax asset |
We and certain of our subsidiaries have significant NOLs and other tax attributes |
At December 31, 2005, we have recognized a deferred tax asset of dlra1cmam135cmam100cmam000 in respect of these tax attributes |
If we are unable to generate sufficient taxable income, we will not be able to fully realize the recorded amount of the deferred tax asset |
Weather related conditions and significant natural disasters, including hurricanes, tornadoes, windstorms, earthquakes and hailstorms could adversely affect our business |
The occurrence of natural disasters may impact our wineries, real estate holdings and manufacturing operations, interfere with our ability to obtain raw materials, sell our products and provide service or realize income from our operations |
Any shortage of reliable water and energy resources or a drop in consumer confidence in the dependability of such resources in areas where we operate or own land may adversely affect our business operations, the values of our properties and/or result in government restrictions that curtail operations |
We may not be able to insure certain risks economically |
We may experience economic harm if any damage to our properties is not covered by insurance |
We cannot be certain that we will be able to insure all risks that we desire to insure economically or that all of our insurers or reinsurers will be financially viable if we make a claim |
We may suffer losses that are not covered under our insurance or reinsurance policies |
If an uninsured loss or a loss in excess of insured limits should occur, results of operations would be adversely affected |
We may reduce or cease to pay dividends on our common shares |
We paid cash dividends of dlra0dtta25 per common share in 2005 and 2004 |
However, we cannot assure you that we will pay dividends on our common shares in the future or, if we do, the amount of such dividends |
The payment of dividends on our common shares in the future is subject to the discretion of our Board of Directors and will depend upon general business conditions, the availability of our NOLs, legal and contractual restrictions on the payment of dividends and other factors that our Board of Directors may deem to be relevant |
In connection with the declaration of dividends or the making of distributions on, or the purchase, redemption or other acquisition of our common shares, we are required to comply with certain restrictions contained in certain of our debt instruments |
Our common shares are subject to transfer restrictions |
We and certain of our subsidiaries have significant NOLs and other tax attributes, the amount and availability of which are subject to certain qualifications, limitations and uncertainties |
In order to reduce the possibility that certain changes in ownership could result in limitations on the use of the tax attributes, our certificate of incorporation contains provisions that generally restrict the ability of a person or entity from acquiring ownership (including through attribution under the tax law) of 5prca or more of our common shares and the ability of persons or entities now owning 5prca or more of our common shares from acquiring additional common shares |
The restriction will remain until the earliest of (a) December 31, 2024, (b) the repeal of Section 382 of the Internal Revenue Code (or any comparable successor provision) and (c) the beginning of our taxable year to which these tax attributes may no longer be carried forward |
The restriction may be waived by our Board of Directors |
Shareholders are advised to carefully monitor their ownership of our common shares and consult their own legal advisors and/or us to determine whether their ownership of our common shares approaches the proscribed level |
24 those set forth in Item 1A Risk Factors and elsewhere in this Report and in the Companyapstas other public filings with the Securities and Exchange Commission |
Undue reliance should not be placed on these forward-looking statements, which are applicable only as of the date hereof |
The Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this Report or to reflect the occurrence of unanticipated events |
- -------- ----------------------------------------------------------- The following includes "e forward-looking statements "e that involve risk and uncertainties |
Actual results could differ materially from those projected in the forward-looking statements |
The Companyapstas market risk arises principally from interest rate risk related to its investment portfolio and its borrowing activities |
The Companyapstas investment portfolio is primarily classified as available for sale, and consequently, is recorded on the balance sheet at fair value with unrealized gains and losses reflected in shareholders &apos equity |
Included in the Companyapstas available for sale investment portfolio are fixed income securities, which comprised approximately 69prca of the Companyapstas total investment portfolio at December 31, 2005 |
These fixed income securities are primarily rated "e investment grade "e or are US governmental agency issued or US Government-Sponsored Enterprises |
The estimated weighted average remaining life of these fixed income securities was approximately 1dtta2 years at December 31, 2005 |
The Companyapstas fixed income securities, like all fixed income instruments, are subject to interest rate risk and will fall in value if market interest rates increase |
At December 31, 2004, fixed income securities comprised approximately 68prca of the Companyapstas total investment portfolio and had an estimated weighted average remaining life of 1dtta1 years |
At December 31, 2005 and 2004, the Companyapstas portfolio of trading securities was not material |
The Companyapstas investment portfolio also includes its investment in Level 3, carried at its aggregate market value of dlra330cmam100cmam000 |
This investment is approximately 14prca of the Companyapstas total investment portfolio, and its value is subject to change if the market value of the Level 3 stock rises or falls |
The Companyapstas investment portfolio also includes its investment in Inmet, which is carried at cost of dlra78cmam000cmam000 at December 31, 2005 |
Although the Company is restricted from selling the Inmet common shares, the investment is subject to price risk |
The market value of this investment is dlra142cmam100cmam000 at December 31, 2005 |
The Company is subject to interest rate risk on its long-term fixed interest rate debt |
Generally, the fair market value of debt securities with a fixed interest rate will increase as interest rates fall, and the fair market value will decrease as interest rates rise |
The following table provides information about the Companyapstas financial instruments used for purposes other than trading that are primarily sensitive to changes in interest rates |
For investment securities and debt obligations, the table presents principal cash flows by expected maturity dates |
For the variable rate borrowings, the weighted average interest rates are based on implied forward rates in the yield curve at the reporting date |
For securities and liabilities with contractual maturities, the table presents contractual principal cash flows adjusted for the Companyapstas historical experience and prepayments of mortgage-backed securities |
For additional information, see Notes 6, 12 and 21 of Notes to Consolidated Financial Statements |
46 Expected Maturity Date ---------------------- 2006 2007 2008 2009 2010 Thereafter Total Fair Value ---- ---- ---- ---- ---- ---------- ----- ---------- (Dollars in thousands) Rate Sensitive Assets: Available for Sale Fixed Income Securities: US Government and agencies $ 830cmam235 $ 7cmam875 $ 5cmam483 $ 3cmam840 $ 2cmam706 $ 6cmam816 $ 856cmam955 $ 856cmam955 Weighted Average Interest Rate 3dtta04prca 5dtta37prca 5dtta36prca 5dtta35prca 5dtta34prca 5dtta30prca US Government- Sponsored Enterprises $ 229cmam696 $ 23cmam815 $ 18cmam640 $ 14cmam788 $ 11cmam769 $ 39cmam905 $ 338cmam613 $ 338cmam613 Weighted Average Interest Rate 3dtta97prca 5dtta33prca 5dtta33prca 5dtta34prca 5dtta35prca 5dtta40prca Other Fixed Maturities: Rated Investment Grade $ 169cmam224 $ 2cmam509 $ 2cmam791 $ - $ 406 $ 783 $ 175cmam713 $ 175cmam713 Weighted Average Interest Rate 4dtta31prca 5dtta90prca 3dtta96prca - 6dtta38prca 3dtta27prca Rated Less Than Investment Grade/Not Rated $ 19cmam824 $ 81cmam364 $ 49cmam095 $ 29cmam136 $ 12cmam030 $ 18cmam078 $ 209cmam527 $ 209cmam527 Weighted Average Interest Rate 7dtta01prca 10dtta69prca 8dtta83prca 10dtta21prca 9dtta75prca 9dtta04prca Rate Sensitive Liabilities: Fixed Interest Rate Borrowings $ 114cmam442 $ 963 $ 2cmam633 $ 886 $ 992 dlra930cmam095 dlra1cmam050cmam011 dlra1cmam101cmam933 Weighted Average Interest Rate 4dtta43prca 10dtta76prca 8dtta47prca 11dtta92prca 11dtta97prca 6dtta06prca Variable Interest Rate Borrowings $ 61cmam222 $ 11cmam929 $ 2cmam114 $ 2cmam114 $ 2cmam114 $ 32cmam878 $ 112cmam371 $ 112cmam371 Weighted Average Interest Rate 7dtta51prca 7dtta97prca 8dtta81prca 8dtta91prca 9dtta00prca 9dtta01prca Rate Sensitive Derivative Financial Instruments: Euro currency swap $ 2cmam085 $ 2cmam085 $ 2cmam085 $ 2cmam085 $ 522 $ - $ 8cmam862 $ (2cmam546) Average Pay Rate 5dtta89prca 5dtta89prca 5dtta89prca 5dtta89prca 5dtta89prca - Average Receive Rate 7dtta60prca 7dtta60prca 7dtta60prca 7dtta60prca 7dtta60prca - Pay Fixed/Receive Variable Interest Rate Swap $ 2cmam114 $ 2cmam114 $ 2cmam114 $ 2cmam114 $ 2cmam114 $ 32cmam878 $ 43cmam448 $ (677) Average Pay Rate 5dtta01prca 5dtta01prca 5dtta01prca 5dtta01prca 5dtta01prca 5dtta01prca Average Receive Rate 4dtta77prca 4dtta73prca 4dtta81prca 4dtta91prca 5dtta00prca 5dtta01prca Off-Balance Sheet Items: Unused Lines of Credit $ - $ 110cmam000 $ - $ - $ - $ - $ 110cmam000 dlra110cmam000 Weighted Average Interest Rate 6dtta27prca 6dtta25prca - - - - 47 Item 8 |
Financial Statements and Supplementary Data |
- ------ ------------------------------------------- Financial Statements and supplementary data required by this Item 8 are set forth at the pages indicated in Item 15(a) below |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A Controls and Procedures |
- ------- ----------------------- Evaluation of disclosure controls and procedures (a) The Companyapstas management evaluated, with the participation of the Companyapstas principal executive and principal financial officers, the effectiveness of the Companyapstas disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "e Exchange Act "e )), as of December 31, 2005 |
Based on their evaluation, the Companyapstas principal executive and principal financial officers concluded that the Companyapstas disclosure controls and procedures were effective as of December 31, 2005 |
Changes in internal control over financial reporting (b) There has been no change in the Companyapstas internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Companyapstas fiscal quarter ended December 31, 2005, that has materially affected, or is reasonably likely to materially affect, the Companyapstas internal control over financial reporting |
Managementapstas Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 |
Internal control over financial reporting is a process designed 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 and includes those policies and procedures that: o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the Company; o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companyapstas assets that could have a material effect on the consolidated financial statements |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements |
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate |
The Companyapstas management assessed the effectiveness of the Companyapstas internal control over financial reporting as of December 31, 2005 |
In making this assessment, the Companyapstas management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) |
As permitted by the SEC, the Company has excluded from this assessment of internal control over financial reporting the internal control over financial reporting of Idaho Timber, ATX and NSW, each of which was acquired by the Company during 2005 |
In the aggregate, these entities represent 5dtta2prca of consolidated assets at December 31, 2005 and 35dtta3prca of 2005 consolidated revenues |
48 Based on our assessment and those criteria, management concluded that, as of December 31, 2005, the Companyapstas internal control over financial reporting was effective |
Our managementapstas assessment of the effectiveness of the Companyapstas internal control over financial reporting as of December 31, 2005 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein |
Item 9B Other Information |
Directors and Executive Officers of the Registrant |
- ------- -------------------------------------------------- The information to be included under the caption "e Election of Directors "e and "e Information Concerning the Board and Board Committees "e in the Companyapstas definitive proxy statement to be filed with the Commission pursuant to Regulation 14A of the Exchange Act in connection with the 2006 annual meeting of shareholders of the Company (the "e Proxy Statement "e ) is incorporated herein by reference |
In addition, reference is made to Item 10 in Part I of this Report |
Executive Compensation |
- ------- ---------------------- The information to be included under the caption "e Executive Compensation "e in the Proxy Statement is incorporated herein by reference |
- ------- -------------------------------------------------------------- Equity Compensation Plan Information The following table summarizes information regarding the Companyapstas equity compensation plans as of December 31, 2005 |
All outstanding awards relate to the Companyapstas common stock |
Number of securities remaining available for future issuance Number of securities Weighted-average under equity to be issued upon exercise price of compensation plans exercise of outstanding options, outstanding options, (excluding securities warrants and rights warrants and rights reflected in column (a)) Plan Category (a) (b) (c) - ------------- ------------------------------- ------------------- ----------------------- Equity compensation plans approved by security holders 977cmam630 dlra35dtta19 259cmam575 Equity compensation plans not approved by security holders -- -- -- -------- ------ ------- Total 977cmam630 dlra35dtta19 259cmam575 ======== ====== ======= The information to be included under the caption "e Present Beneficial Ownership of Common Shares "e in the Proxy Statement is incorporated herein by reference |
Certain Relationships and Related Transactions |
- ------- ---------------------------------------------- The information to be included under the caption "e Executive Compensation - - Certain Relationships and Related Transactions "e in the Proxy Statement is incorporated herein by reference |
Principal Accounting Fees and Services |
- -------- -------------------------------------- The information to be included under the caption "e Principal Accounting Fees and Services "e in the Proxy Statement is incorporated herein by reference |
Exhibits and Financial Statement Schedule |
- -------- ------------------------------------------ (a)(1)(2) Financial Statements and Schedule |
F-1 Financial Statements: Consolidated Balance Sheets at December 31, 2005 and 2004 |
F-3 Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003 |
F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003 |
F-5 Consolidated Statements of Changes in Shareholders &apos Equity for the years ended December 31, 2005, 2004 and 2003 |
F-49 |