NEW YORK--(BUSINESS WIRE)--
Leucadia National Corporation (NYSE:LUK) today announced its financial
results for the three and twelve month periods ended December 31, 2017.
Including the impact of the Tax Cuts and Jobs Act ("the Tax Act"),
income before income taxes was $291.0 million and net loss attributable
to Leucadia National Corporation common shareholders was $271.6 million,
or $0.74 per diluted share for the three month period, and income before
income taxes was $1,013.8 million and net income attributable to
Leucadia National Corporation common shareholders was $167.4 million, or
$0.45 per diluted share for the twelve month period. Net income for both
the three and twelve month periods was reduced by non-cash charges
related to the Tax Act, including $415.0 million to revalue our deferred
tax assets and a toll charge of $35.5 million on the deemed repatriation
of net unremitted foreign earnings. Excluding the impact of the Tax Act,
net income attributable to Leucadia National Corporation common
shareholders would have been $178.9 million, or $0.48 per diluted share
for the three month period, and $617.9 million, or $1.65 per diluted
share for the twelve month period.
Rich Handler, CEO of Leucadia, and Brian Friedman, President of
Leucadia, said: "We are pleased with fourth quarter results that bring
us to a strong finish for 2017. Our two largest businesses, Jefferies
and National Beef, have made remarkable progress. Each delivered record
results for the year, generating $528 million and $407 million in
pre-tax income, respectively. Additionally, the vast bulk of our other
portfolio companies performed well in 2017, either by generating a
strong bottom line or, such as is the cases of HRG, Linkem and our
energy holdings, by continuing along their paths towards enhanced value
creation. We are starting to reap the benefits we originally envisioned
in the combination of Leucadia and Jefferies, and have established good
momentum toward our long-term goals."
Leucadia's Letter to Shareholders is attached to this release and
available now on our website at www.Leucadia.com.
In addition, the Company announced today that its Board of Directors has
declared a quarterly cash dividend equal to $0.10 per Leucadia common
share payable on March 30, 2018 to record holders of Leucadia common
shares on March 19, 2018.
More information on the Company’s results of operations for the three
and twelve months ended December 31, 2017 will be provided upon filing
of the Company’s Form 10-K with the Securities and Exchange Commission.
This press release contains “forward-looking statements” within the
meaning of the safe harbor provisions of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include statements about our future and
statements that are not historical facts. These forward-looking
statements are usually preceded by the words “should,” “expect,”
“intend,” “may,” “will,” or similar expressions. Forward-looking
statements may contain expectations regarding revenues, earnings,
operations, and other results, and may include statements of future
performance, plans, and objectives. Forward-looking statements also
include statements pertaining to our strategies for future development
of our businesses and products. Forward-looking statements represent
only our belief regarding future events, many of which by their nature
are inherently uncertain. It is possible that the actual results may
differ, possibly materially, from the anticipated results indicated in
these forward-looking statements. Information regarding important
factors, including Risk Factors that could cause actual results to
differ, perhaps materially, from those in our forward-looking statements
is contained in reports we file with the SEC. You should read and
interpret any forward-looking statement together with reports we file
with the SEC.
Past performance may not be indicative of future results. Different
types of investments involve varying degrees of risk. Therefore, it
should not be assumed that future performance of any specific investment
or investment strategy will be profitable or equal the corresponding
indicated performance level(s).
|
|
SUMMARY FOR LEUCADIA NATIONAL CORPORATION
AND SUBSIDIARIES (In thousands, except per share
amounts) (Unaudited)
|
|
|
|
|
For the Three Months Ended December 31,
|
|
For the Twelve Months Ended December 31,
|
| | |
| |
2017
|
|
2016
| |
2017
|
|
2016
|
| | | | | | | |
|
|
Net revenues
| |
$
|
2,939,509
|
| |
$
|
2,745,778
|
| |
$
|
11,436,393
|
| |
$
|
10,062,617
|
|
| | | | | | | |
|
Income before income taxes and income (loss) related to
associated companies
| |
$
|
281,496
| | |
$
|
182,869
| | |
$
|
1,088,715
| | |
$
|
161,832
| |
| | | | | | | |
|
|
Income (loss) related to associated companies
| |
9,512
|
| |
46,153
|
| |
(74,901
|
)
| |
154,598
|
|
| | | | | | | |
|
|
Income before income taxes
| |
291,008
| | |
229,022
| | |
1,013,814
| | |
316,430
| |
| | | | | | | |
|
|
Income tax provision
| |
542,913
|
| |
62,917
|
| |
760,967
|
| |
122,109
|
|
| | | | | | | |
|
|
Net income (loss)
| |
(251,905
|
)
| |
166,105
| | |
252,847
| | |
194,321
| |
| | | | | | | |
|
Net (income) loss attributable to the noncontrolling interests
| |
1,514
| | |
(2,256
|
)
| |
3,455
| | |
1,426
| |
| | | | | | | |
|
Net income attributable to the redeemable noncontrolling
interests
| |
(20,038
|
)
| |
(25,662
|
)
| |
(84,576
|
)
| |
(65,746
|
)
|
| | | | | | | |
|
|
Preferred stock dividends
| |
(1,172
|
)
| |
(1,016
|
)
| |
(4,375
|
)
| |
(4,063
|
)
|
| | | | | | | |
|
Net income (loss) attributable to Leucadia National Corporation
common shareholders
| |
$
|
(271,601
|
)
| |
$
|
137,171
|
| |
$
|
167,351
|
| |
$
|
125,938
|
|
| | | | | | | |
|
Basic earnings (loss) per common share attributable to Leucadia
National Corporation common shareholders:
| | | | | | | | |
|
Net income (loss)
| |
$
|
(0.74
|
)
| |
$
|
0.37
|
| |
$
|
0.45
|
| |
$
|
0.34
|
|
| | | | | | | |
|
|
Number of shares in calculation
| |
366,000
|
| |
369,299
|
| |
368,197
|
| |
371,211
|
|
| | | | | | | |
|
Diluted earnings (loss) per common share attributable to
Leucadia National Corporation common shareholders:
| | | | | | | | |
|
Net income (loss)
| |
$
|
(0.74
|
)
| |
$
|
0.37
|
| |
$
|
0.45
|
| |
$
|
0.34
|
|
| | | | | | | |
|
|
Number of shares in calculation
| |
366,000
|
| |
374,693
|
| |
370,701
|
| |
371,518
|
|
| | | | | | | | | | | |
|
A summary of results for the three months ended December 31, 2017 and
2016 is as follows (in thousands):
|
| |
| |
| |
| |
| |
| |
| |
| | Jefferies | | National Beef | | Other Financial Services Businesses and Investments | | Other Merchant Banking Businesses and Investments | | Corporate and Other | | Parent Company Interest | | Total |
2017 | | | | | | | | | | | | | | |
|
Net revenues
| |
$
|
825,130
|
| |
$
|
1,882,674
|
| |
$
|
38,540
|
| |
$
|
162,066
|
| |
$
|
31,099
|
| |
$
|
—
|
| |
$
|
2,939,509
|
| | | | | | | | | | | | | |
|
|
Expenses:
| | | | | | | | | | | | | | |
|
Cost of sales
| |
—
| | |
1,733,168
| | |
—
| | |
70,118
| | |
—
| | |
—
| | |
1,803,286
|
|
Compensation and benefits
| |
456,342
| | |
10,235
| | |
(3,865
|
)
| |
3,144
| | |
27,333
| | |
—
| | |
493,189
|
|
Floor brokerage and clearing fees
| |
41,361
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
41,361
|
|
Interest
| |
—
| | |
876
| | |
8,720
| | |
978
| | |
—
| | |
14,742
| | |
25,316
|
|
Depreciation and amortization
| |
15,791
| | |
24,993
| | |
1,481
| | |
8,415
| | |
2,579
| | |
—
| | |
53,259
|
|
Selling, general and other expenses
| |
166,926
|
| |
16,097
|
| |
7,521
|
| |
1,585
|
| |
49,473
|
| |
—
|
| |
241,602
|
|
Total expenses
| |
680,420
|
| |
1,785,369
|
| |
13,857
|
| |
84,240
|
| |
79,385
|
| |
14,742
|
| |
2,658,013
|
Income (loss) before income taxes and income (loss) related to associated
companies
| |
144,710
| | |
97,305
| | |
24,683
| | |
77,826
| | |
(48,286
|
)
| |
(14,742
|
)
| |
281,496
|
Income (loss) related to associated companies
| |
—
|
| |
—
|
| |
10,376
|
| |
(391
|
)
| |
(473
|
)
| |
—
|
| |
9,512
|
|
Income (loss) before income taxes
| |
$
|
144,710
|
| |
$
|
97,305
|
| |
$
|
35,059
|
| |
$
|
77,435
|
| |
$
|
(48,759
|
)
| |
$
|
(14,742
|
)
| |
$
|
291,008
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Net revenues
| |
$
|
742,843
|
| |
$
|
1,847,116
|
| |
$
|
25,310
|
| |
$
|
120,273
|
| |
$
|
10,236
|
| |
$
|
—
|
| |
$
|
2,745,778
|
| | | | | | | | | | | | | |
|
|
Expenses:
| | | | | | | | | | | | | | |
|
Cost of sales
| |
—
| | |
1,657,723
| | |
—
| | |
79,569
| | |
—
| | |
—
| | |
1,737,292
|
|
Compensation and benefits
| |
426,951
| | |
10,643
| | |
9,277
| | |
8,840
| | |
8,661
| | |
—
| | |
464,372
|
|
Floor brokerage and clearing fees
| |
42,946
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
42,946
|
|
Interest
| |
—
| | |
2,216
| | |
22,783
| | |
833
| | |
—
| | |
14,726
| | |
40,558
|
|
Depreciation and amortization
| |
14,875
| | |
25,971
| | |
3,724
| | |
13,088
| | |
865
| | |
—
| | |
58,523
|
|
Selling, general and other expenses
| |
159,436
|
| |
14,074
|
| |
18,976
|
| |
17,910
|
| |
8,822
|
| |
—
|
| |
219,218
|
|
Total expenses
| |
644,208
|
| |
1,710,627
|
| |
54,760
|
| |
120,240
|
| |
18,348
|
| |
14,726
|
| |
2,562,909
|
Income (loss) before income taxes and income related to
associated companies
| |
98,635
| | |
136,489
| | |
(29,450
|
)
| |
33
| | |
(8,112
|
)
| |
(14,726
|
)
| |
182,869
|
Income related to associated companies
| |
—
|
| |
—
|
| |
38,387
|
| |
5,194
|
| |
2,572
|
| |
—
|
| |
46,153
|
|
Income (loss) before income taxes
| |
$
|
98,635
|
| |
$
|
136,489
|
| |
$
|
8,937
|
| |
$
|
5,227
|
| |
$
|
(5,540
|
)
| |
$
|
(14,726
|
)
| |
$
|
229,022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
A summary of results for the twelve months ended December 31, 2017 and
2016 is as follows (in thousands):
|
| |
| |
| |
| |
| |
| |
| |
| | Jefferies | | National Beef | | Other Financial Services Businesses and Investments | | Other Merchant Banking Businesses and Investments | | Corporate and Other | | Parent Company Interest | | Total |
2017 | | | | | | | | | | | | | | |
|
Net revenues
| |
$
|
3,207,097
|
| |
$
|
7,358,948
|
| |
$
|
191,810
|
| |
$
|
615,691
|
| |
$
|
62,847
|
| |
$
|
—
|
| |
$
|
11,436,393
|
|
| | | | | | | | | | | | | |
|
|
Expenses:
| | | | | | | | | | | | | | |
|
Cost of sales
| |
—
| | |
6,764,055
| | |
—
| | |
280,952
| | |
—
| | |
—
| | |
7,045,007
| |
|
Compensation and benefits
| |
1,830,469
| | |
39,884
| | |
41,484
| | |
17,024
| | |
64,915
| | |
—
| | |
1,993,776
| |
|
Floor brokerage and clearing fees
| |
174,506
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
174,506
| |
|
Interest
| |
—
| | |
6,657
| | |
38,517
| | |
3,742
| | |
—
| | |
58,943
| | |
107,859
| |
|
Depreciation and amortization
| |
62,668
| | |
98,515
| | |
9,484
| | |
33,065
| | |
5,178
| | |
—
| | |
208,910
| |
|
Selling, general and other expenses
| |
611,650
|
| |
42,525
|
| |
54,984
|
| |
38,096
|
| |
70,365
|
| |
—
|
| |
817,620
|
|
|
Total expenses
| |
2,679,293
|
| |
6,951,636
|
| |
144,469
|
| |
372,879
|
| |
140,458
|
| |
58,943
|
| |
10,347,678
|
|
Income (loss) before income taxes and income (loss) related to associated
companies
| |
527,804
| | |
407,312
| | |
47,341
| | |
242,812
| | |
(77,611
|
)
| |
(58,943
|
)
| |
1,088,715
| |
Income (loss) related to associated companies
| |
—
|
| |
—
|
| |
(81,490
|
)
| |
7,904
|
| |
(1,315
|
)
| |
—
|
| |
(74,901
|
)
|
|
Income (loss) before income taxes
| |
$
|
527,804
|
| |
$
|
407,312
|
| |
$
|
(34,149
|
)
| |
$
|
250,716
|
| |
$
|
(78,926
|
)
| |
$
|
(58,943
|
)
| |
$
|
1,013,814
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Net revenues
| |
$
|
2,421,055
|
| |
$
|
7,027,243
|
| |
$
|
(46,028
|
)
| |
$
|
571,757
|
| |
$
|
88,590
|
| |
$
|
—
|
| |
$
|
10,062,617
|
|
| | | | | | | | | | | | | |
|
|
Expenses:
| | | | | | | | | | | | | | |
|
Cost of sales
| |
—
| | |
6,513,768
| | |
—
| | |
337,039
| | |
—
| | |
—
| | |
6,850,807
| |
|
Compensation and benefits
| |
1,568,824
| | |
39,271
| | |
53,569
| | |
30,923
| | |
37,998
| | |
—
| | |
1,730,585
| |
|
Floor brokerage and clearing fees
| |
167,205
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
167,205
| |
|
Interest
| |
—
| | |
12,946
| | |
33,771
| | |
3,105
| | |
—
| | |
58,881
| | |
108,703
| |
|
Depreciation and amortization
| |
60,206
| | |
94,482
| | |
13,697
| | |
39,589
| | |
3,619
| | |
—
| | |
211,593
| |
|
Selling, general and other expenses
| |
581,312
|
| |
37,754
|
| |
50,782
|
| |
129,808
|
| |
32,236
|
| |
—
|
| |
831,892
|
|
|
Total expenses
| |
2,377,547
|
| |
6,698,221
|
| |
151,819
|
| |
540,464
|
| |
73,853
|
| |
58,881
|
| |
9,900,785
|
|
Income (loss) before income taxes and income related to
associated companies
| |
43,508
| | |
329,022
| | |
(197,847
|
)
| |
31,293
| | |
14,737
| | |
(58,881
|
)
| |
161,832
| |
|
Income related to associated companies
| |
—
|
| |
—
|
| |
124,508
|
| |
26,441
|
| |
3,649
|
| |
—
|
| |
154,598
|
|
|
Income (loss) before income taxes
| |
$
|
43,508
|
| |
$
|
329,022
|
| |
$
|
(73,339
|
)
| |
$
|
57,734
|
| |
$
|
18,386
|
| |
$
|
(58,881
|
)
| |
$
|
316,430
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
The following table reconciles financial results reported in accordance
with generally accepted accounting principles ("GAAP") to non-GAAP
financial results. This press release contains non-GAAP financial
information to aid investors in viewing our businesses and investments
through the eyes of management while facilitating a comparison across
historical periods. However, these non-GAAP financial measures should be
viewed in addition to, and not as a substitute for, reported results
prepared in accordance with GAAP.
|
| |
| |
| |
For the Three Months Ended December 31, 2017
| |
For the Twelve Months Ended December 31, 2017
|
| |
(In thousands, except per share amounts)
|
| | | |
|
Net income (loss) attributable to Leucadia National Corporation common
shareholders (GAAP)
| |
$
|
(271,601
|
)
| |
$
|
167,351
|
|
Non-cash charges related to the Tax Act (1)
| |
450,500
|
| |
450,500
|
Net income attributable to Leucadia National Corporation common shareholders
excluding impact of the Tax Act (Non-GAAP)
| |
$
|
178,899
|
| |
$
|
617,851
|
| | | |
|
Basic earnings per common share attributable to Leucadia National Corporation
common shareholders excluding impact of the Tax Act (Non-GAAP):
| | | | |
|
Net income
| |
$
|
0.49
|
| |
$
|
1.67
|
| | | |
|
|
Number of shares in calculation
| |
366,000
|
| |
368,197
|
| | | |
|
Diluted earnings per common share attributable to Leucadia National
Corporation common shareholders excluding impact of the Tax
Act (Non-GAAP):
| | | | |
|
Net income
| |
$
|
0.48
|
| |
$
|
1.65
|
| | | |
|
|
Number of shares in calculation
| |
373,177
|
| |
374,863
|
| | | | |
|
|
(1)
|
|
During the three and twelve months ended December 31, 2017, non-cash
charges related to the Tax Act, include $415.0 million to revalue
our deferred tax assets and a toll charge of $35.5 million on the
deemed repatriation of net unremitted foreign earnings.
|
| |
|
February 22, 2018
Dear Fellow Shareholders,
One year ago, we said 2016 brought clarity and optimism to the two of us
and for Leucadia. This proved true in 2017, a year that met our
expectations and hopefully sets the stage for at least several further
years of solid returns for Leucadia National Corporation.
Our two largest businesses, Jefferies and National Beef, each delivered
record results, generating $528 million in pre-tax income and $512
million in EBITDA, respectively. This is remarkable progress, given that
only two short years ago, some were questioning the wisdom and value of
both businesses. Additionally, the vast bulk of our other portfolio
companies performed well in 2017, either by generating a strong bottom
line or, such as is the cases of HRG, Linkem and our energy holdings, by
continuing along their paths towards enhanced value creation. We are
starting to reap the benefits we originally envisioned in the
combination of Leucadia and Jefferies, and have established good
momentum toward our long-term goals.
2017 Results
Leucadia generated $1 billion of pre-tax income in 2017, driven by the
record earnings of Jefferies and National Beef, solid results at
Berkadia, a pre-tax mark-to-market gain of $65 million in respect of our
interest in HRG and a $178 million pre-tax gain on the first quarter
sale of Conwed, offset by a non-cash $130 million markdown in the first
quarter related to our FXCM investment. Leucadia Asset Management,
although still young, has moved past its initial development stage and
made a positive contribution to pre-tax income.
Leucadia’s 2017 net income would have been $618 million, but was reduced
to $167 million by a fourth quarter non-cash charge of $415 million to
revalue our deferred tax asset and a toll charge of about $35 million on
the deemed repatriation of net unremitted foreign earnings relating to
Jefferies and Linkem. These non-cash charges are a result of the
recently enacted Tax Cuts and Jobs Act which lowers the U.S. corporate
income tax rate from 35% to 21% starting in 2018. As we said in last
year’s letter, we welcome this lower future tax rate, which reduces the
nominal value of our NOLs, but doesn’t change the $2.3 billion amount of
future taxable income they will shield. Going forward, more of our
results will flow to the bottom line as a result of the reduced tax
rate. Moreover, corporate tax reduction is likely to be good for
Leucadia’s and Jefferies’ businesses as it spurs increased economic and
investment banking activity.
Jefferies, led by investment banking, delivered record net revenues and
net earnings in 2017. We are optimistic we can build on this momentum,
and the market share gains reflected in Jefferies’ results should be
sustained and hopefully enhanced. Our strategy of prioritizing expansion
of the Jefferies investment banking footprint continues to succeed and
should yield further growth over the next several years, assuming
reasonable market conditions. Jefferies’ established team has been
supplemented with talented new hires, and we are optimistic that strong
candidates will continue to be attracted to Jefferies’ unique and robust
platform. The competitive landscape continues to provide opportunities
for Jefferies to develop further by leveraging the unique blend of its
pure Wall Street (vs. bank holding company) business model, deep and
broad sectoral expertise, flat operating structure and global geographic
reach.
Jefferies’ annual net revenues of $3.2 billion and pre-tax profit of
$528 million are a direct result of the quality of its people, firm-wide
client-focused culture and entrepreneurial spirit. Jefferies’ capable
leaders, Pete Forlenza (Equities), Fred Orlan (Fixed Income), Ben
Lorello (Investment Banking), Peg Broadbent (CFO) and Mike Sharp
(General Counsel of Leucadia and Jefferies), all credit our 3,450
employee-partners at Jefferies for these results, and so do we.
National Beef experienced a second consecutive record breaking year. The
combination of a positive cattle supply environment, strong domestic and
export demand, our value-added strategy, our focus on the highest
quality cattle and flawless execution by our management team led by Tim
Klein allowed National Beef to achieve $512 million in EBITDA in 2017.
This exceeds National Beef’s previous record, set just last year, by
17%. With these two strong consecutive operating years in the books, we
now have recouped almost 70% of Leucadia’s original investment of $868
million made a little over six years ago. The overall industry seems
poised to continue to benefit from favorable supply and demand dynamics,
with demand increasing with incomes locally and globally, and supply
benefitting from the continued growth in cattle available for
processing. Longer term, we believe the opening to U.S. beef of the
rapidly growing Chinese market for the first time in 13 years will
further support demand for our high quality products.
Berkadia, our 50/50 joint venture with Berkshire Hathaway, delivered
another solid year in 2017. We have seen annual originations grow from
$10.4 billion in 2013 to $24.5 billion in 2017, and pre-tax income grew
from $153 million to $194 million. Cumulative cash distributions of $562
million on Leucadia’s December 2009 investment of $217 million are a
testament to Berkadia’s success. We are optimistic the tireless efforts
of Justin Wheeler and the entire Berkadia team to provide exceptional
service to owners of middle market commercial real estate will drive the
continued growth of this industry leader.
We made significant progress at HRG in 2017, completing the sale of
Fidelity & Guaranty Life at a good price, and are now focused on the
further simplification of our investment. HRG’s remaining subsidiary,
Spectrum Brands, a global consumer products company, announced in
January its agreement to sell its global battery and lighting business
to Energizer Holdings, Inc., an important step in repositioning itself
toward faster-growing and higher-margin brands. We thank Leucadia’s
co-founder and Chairman, Joe Steinberg, and our Vice Chairman, Andrew
Whittaker, for their leadership at HRG, their wisdom and their
friendship. We also appreciate the exceptional and consistent efforts of
Dave Maura, Executive Chairman, and Andreas Rouvé, CEO, in growing and
driving Spectrum Brands.
Leucadia Asset Management performed well and is positioned for
additional growth. Linkem continues to be the fastest growing broadband
provider in Italy and closed the year with just over 500,000
subscribers, up 24% for the year.
Transformation of Leucadia
The various strategic transactions we have completed since mid-2012 and
the strengthening of our operating results have transformed and
clarified the business and prospects of Leucadia. From a more random
group of assets before the combination with Jefferies, Leucadia is well
on its way to being a focused financial services holding company with
relatively clear drive and direction. The realization of the vision we
had for a combined investment banking and merchant banking platform is
now at hand.
As we look forward, we see real opportunity for further value creation
at Leucadia. We expect our future growth will come from our existing
businesses’ organic efforts and strategic drive, add-on and adjacent
external opportunities, particularly at Leucadia Asset Management, and
new merchant banking opportunities that will continue to come our way,
primarily through the ever-increasing footprint of Jefferies. Our
overriding priorities in respect of our existing businesses are:
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drive continued development and success at Jefferies and explore
additional opportunities for global partnerships (such as the recently
announced strategic alliance with Bank of China International that
allows Jefferies and BOCI to jointly provide investment banking
advisory and capital markets services to clients globally, as well as
to distribute co-branded equity research),
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continue to enhance National Beef’s business, while being mindful and
proactive regarding strategic opportunities,
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achieve accelerating success at Linkem, while continuing to provide
exceptional service,
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rationalize our interest in HRG to eliminate the gap between its share
price and the value of its assets,
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partner with additional management teams at Leucadia Asset Management,
and build further scale and performance,
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realize the benefit of strengthening energy markets at our Vitesse and
JETX operations and seek smart add-on deals that further leverage our
operating capabilities,
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deliver solid operating performance at the now completely restructured
FXCM, and
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continue to progress at Berkadia, HomeFed, Idaho Timber, Garcadia,
Foursight and Golden Queen.
We ended 2017 with about $1.5 billion in liquidity at our parent
company, pro forma for the $200 million distribution Leucadia received
from Jefferies in January 2018. If things go as we expect, we will
continue to generate good amounts of free cash from operations over the
next several years.
As indicated above, our plan is to continue to support the growth of our
existing businesses and hunt for new opportunities to deploy capital
smartly. In a strong economy and with rising markets, this will be
challenging. We will be patient and, invariably, circumstances will
arise and we will get the call on some attractive situations.
We will also continue to return capital to shareholders through share
buybacks, cash dividends and perhaps in-kind distributions, as
appropriate. We will, of course, never do anything that we believe
jeopardizes any of the financial foundations of any of our operating
businesses or our parent company. In this connection, we are pleased
Fitch recently upgraded both Leucadia and Jefferies to BBB, and Moody’s
recently placed Leucadia’s ratings on review for upgrade.
What Have We Learned?
As one might expect, we have learned many lessons these past five years
and, even though some were painfully drilled into our heads from
experiences past, it never hurts to have them reinforced under new
circumstances. Here are some of the more important ones:
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1.
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| Environment. The operating environment can make you feel
smarter than you really are when currents are good and dumber than
you really are when currents are bad. We wrote last year about
interest rates moving up naturally through the normal functioning
of the markets, the perception of a pro-business environment and
what this means for businesses, and the prospect of a lower U.S.
corporate tax rate. As these elements begin to fall into place, we
may finally again be working in a version of a normal business
world. That is the first reason 2017 was good, and a hopeful
thought as to why 2018 could be even better. The return of
volatility and higher interest rates may inflict some short-term
pain in the transition, but are good long-term realities. Indeed,
when so many economic stars appear so aligned, prudence and
caution are helpful guardians to have along for the ride.
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2.
| | Long-term Commitment. Whether because of the environment,
human intervention, market volatility, technological advances or
overall execution risk, things always take longer and are more
complicated than they seem in theory. Reality intervenes in every
well-intentioned plan. Making the right strategic decisions is
crucial, but having the conviction, time horizon and buy-in from
all the important constituencies are vital to the prospects of
every business. Leucadia is 38 years old and Jefferies is 55.
Special firms don’t just happen, they are built with sweat and
tears by people who are committed and never give in or give up. We
succeeded in 2017 because our team invested years getting here.
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3.
| | Patience, perseverance and an open mind. We have had the
patience and perseverance to stay the course, while others have
zigged, zagged and, in some cases, spun out of the game. However,
sometimes, the facts or circumstances change. Regardless of how
committed you are to staying the course, you may need to pivot,
and indeed pivot quickly and efficiently. This applies to people,
products, processes, businesses and Leucadia as a whole. The
leaders of our operating businesses across Leucadia have proven
incredibly adept at adapting, growing and changing.
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4.
| | Flat structure — no bureaucracy. We pride ourselves on
making decisions and moving forward, often in the face of
uncertainty. We try not to have process for process’ sake, and we
know how to rally around opportunity. Jefferies is generally a
four-layer operation versus the seven to nine layers at our major
competitors. National Beef, Berkadia and our other businesses
share the same model. We prefer nimble cruisers to behemoth
battleships. They are also more fun.
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5.
| | Teamwork and collaboration. Throughout Leucadia, we
encourage everyone to use all the resources of our broad and deep
group of businesses, be it relationships, skills, capital or
geographic presence. Similarly, in each of our businesses, we are
prioritizing the theme of teamwork and collaboration, and
investing in tools to drive effectiveness and efficiency.
Technology is a critical component of this and we will continue to
invest in it heavily across all of our businesses to make our
people more efficient and better serve our clients.
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6.
| | Ability. The executives in our operating businesses and
Leucadia holding company are really good at what they do. Our
National Beef team is considered among the best, if not the best,
in the world. Jefferies is increasingly recognized for its
leadership across many products and sectors. Berkadia is a
distinct leader in its business. Having the best athletes in the
right spots makes winning easier.
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7.
| | Culture. Culture is truly the most vital ingredient in
business. People are the most important asset in every business
and the primary determinant of success or failure. Leucadia and
our business leaders care about our people, try to nurture their
capabilities and encourage their health, happiness and success.
They are also charitable and good people who prioritize their
families, friends and local communities.
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8.
| | Capital and Liquidity. We consistently manage our
businesses to avoid a margin call or any form of a liquidity
issue. By operating on a firm foundation of capital and liquidity,
it is possible to recover from any problem. It also makes it
easier to play offense when the world is defending itself from
trouble. That is often when opportunity knocks and you always want
to be in a position to open the door.
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9.
| | Getting the Call. If you want to find smart, strategic and
attractive investment opportunities, you can never have enough
relationships, idea flow, industry expertise, creativity or
patience. The best way we know to be the ones who “get the call”
is to consistently live up to these points on a daily basis.
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10.
| | Trust. Trust, honesty and ethics are keys to winning every
time. We are vigilant to assure we deliver what we promise,
communicate in as straightforward a manner as possible and always
live up to our principle of integrity. All we have is our word.
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Ian Cumming
On February 2, 2018, we lost our founder, mentor and friend, Ian
Cumming, at the age of 77. Words cannot describe the leadership,
brilliance, creativity, generosity, passion and good natured fun that
Ian brought to life. Our hearts are with the entire Cumming family and
we are further sad for Joe, who has clearly lost a lifetime brother. May
Ian’s memory be for a blessing for his family and all who loved him.
Annual Meeting and Investor Day
As we have said before, we intend to continue to follow Leucadia’s
historic practice of letting our actions and results be our primary
voice, but remind you that the two of us look forward to answering your
questions at our upcoming Annual Meeting on May 23, 2018. We also will
hold our annual Leucadia Investor Day on October 4, 2018, at which time
you will have the opportunity to hear directly from the senior leaders
of the major Leucadia businesses, including Jefferies.
We thank all of you—our clients and customers, employees-partners,
fellow shareholders, bondholders, vendors and all others associated with
Leucadia, Jefferies and all our businesses—for your continued support.
Sincerely,
Richard B. Handler Chief Executive Officer
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| Brian P. Friedman President
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ADDITIONAL BUSINESS REVIEW:
Berkadia
Berkadia, our 50/50 joint venture with Berkshire Hathaway, delivered
another solid year in 2017. Strong debt production buoyed our $206
billion commercial mortgage servicing portfolio and enabled Berkadia to
deliver $194 million of pre-tax income and $164 million of cash
earnings. In addition to these strong overall results, we are happy to
report that Berkadia has been able to steadily grow core earnings over
the last several years, which excludes earnings outside of management
control such as the performance of non-core investments and any
impairments (or reversals) of the mortgage servicing portfolio. Core
earnings have grown from $113 million in 2015 to $155 million in 2017.
Continued low interest rates and a significant volume of debt maturities
created a strong environment for Berkadia in 2017. During the year,
Berkadia placed $24.5 billion of debt for its clients, up over 26%
compared to 2016. Berkadia retained its ranking as the #1 HUD and #2
Freddie Mac lender, and improved to the #2 Fannie Mae lender. In
addition to the agency lending business, Berkadia also continued to
expand the breadth of its product offerings to better serve its clients
by developing additional lending relationships with insurance companies
and banks. In investment sales, overall volume was tempered by a slow
start to the year, as the market adjusted expectations and valuations
with an eye towards tax reform. This resulted in volume that was flat at
$7.8 billion. That said, investment sales continued to be a growing
source of volume for Berkadia’s lending business, with 33% of investment
sales volume resulting in a debt placement for Berkadia.
Leucadia Asset Management
Results and fundraising efforts were generally positive across our
managers at Leucadia Asset Management. We successfully launched
comingled funds for Lake Hill, our options market making platform, and
Tenacis, our systematic macro team, in addition to growing our existing
funds and adding new managed accounts, particularly in quantitative
strategies. Folger Hill accelerated the expansion of it Asia-focused
effort and stabilized performance in the U.S. after a difficult 2016. We
continue to add to the team, with a focus on growing our quantitative
and business development efforts, and expect to launch additional
products in the coming months.
FXCM
While our $300 million rescue of FXCM has so far generated $353 million
of principal, interest, and fees back to Leucadia, FXCM had a
challenging 2017. In addition to unusually low volatility throughout the
year which adversely impacted revenues, in February, FXCM completed
regulatory settlements with the National Futures Association and the
Commodity Futures Trading Commission that involved FXCM agreeing to
withdraw from its unprofitable U.S. business and pay a fine. A number of
officers of FXCM, including its CEO, stepped down and FXCM restructured
its operations to realize significant cost savings. Led by Brendan
Callan, previously the head of FXCM’s European businesses, FXCM closed
the year with most of its troubles behind it, streamlined and well
positioned to take advantage of rising interest rates and the inevitable
return of volatility to the FX and equities markets. FXCM paid off $93
million of Leucadia’s senior secured loan in 2017, with $70 million
remaining outstanding, and Leucadia will receive up to 75% of future
cash distributions after the loan is fully repaid.
Foursight
Foursight experienced more modest growth in 2017, with originations only
up 15% to $287 million and the portfolio ending the year at $537
million. This volume was tempered as Foursight continued tightening
credit standards throughout the year in response to underperformance in
the 2015 and 2016 vintages. Thanks to these efforts, Foursight improved
credit characteristics in the 2017 vintages and was also able to boost
average contract rates to further enhance expected spreads. Foursight
also made progress during the year by achieving its first AAA rated
class on its asset-backed security deal (FCRT 2017-1).
HRG Group
HRG Group (NYSE:HRG) appreciated by 9% in 2017 to $16.95 per share at
year-end. Leucadia and HRG have worked together to liquidate the bulk of
HRG’s other assets. Following the November 30, 2017 sale of HRG’s 80%
stake in Fidelity & Guaranty Life (NYSE:FGL) to CF Corporation, HRG’s
value is now essentially its 59% ownership of Spectrum Brands
(NYSE:SPB). Spectrum Brands is a publicly traded global consumer
products company offering a portfolio of leading brands to customers all
over the world. In 2017, Spectrum reported an eighth consecutive year of
record adjusted EBITDA ($956 million), and adjusted EBITDA margin
(19.1%). In January 2018, Spectrum agreed to sell its Global Battery
(Rayovac) and Lighting business to Energizer for $2 billion in cash.
Leucadia continues to support HRG’s efforts to work towards a
rationalization of value that further reduces or eliminates the gap
between HRG’s share price and the underlying value of its net assets.
Garcadia
Garcadia, our approximately 75% owned auto retail joint venture, fell
short of expectations in 2017. Although cash distributions from Garcadia
were $45 million and represented a 24% cash return on beginning equity,
both we and the management team expected to do better. While Iowa
continued to produce solid results, our other markets were impacted by
volume declines at Chrysler (down 8% nationally) and some turnover at
the general manager level as management continues to implement new
operational practices that will better serve our customers (such as more
seamless sales and service experiences). Additionally, our California
results were impacted by Nissan’s weak performance in California (Nissan
was down 18% in our market, versus up 2% nationally). Garcadia performed
better in the fourth quarter and management believes this momentum will
translate into a rebound in 2018. Thank you to John Garff, Brett Hopkins
and the rest of the Garcadia team for their partnership and efforts.
Linkem
Linkem continues to be the fastest growing broadband provider in Italy
and closed the year with just over 500,000 subscribers. Linkem’s fixed
wireless model is now widely recognized as an excellent fit for Italy
and we are building on our leadership position. Linkem signed a
licensing agreement with a major Italian telecom operator, whereby the
partner will wholesale Linkem’s services to its customers, and is
evaluating other partnership opportunities. Linkem’s 3.5GHz frequency
has received a lot of attention since it was designated a key 5G
frequency by the European Commission and many other nations, which is
driving significant investment by operators and equipment providers into
the ecosystem and is positive for Linkem. Linkem completed its migration
to LTE and shut down its WiMax platform, announced its first 5G trial,
and raised €100 million of preferred equity in January 2017 from
BlackRock and existing investors at a post-money valuation of €800
million. Davide Rota and the entire Linkem team are doing a fantastic
job and have planned another ambitious year.
Energy
Vitesse Energy owns and manages non-operated oil and gas assets in the
core of the Bakken Field in North Dakota and Montana and the
Denver-Julesburg basin in Wyoming. Vitesse participates with its
operating partners in the drilling and completion of lower risk new
horizontal wells on our leasehold acreage, which converts our leaseholds
into cash flowing producing oil wells. Vitesse has acquired
approximately 20,600 net acres of Bakken leasehold and has an interest
in 1,572 producing wells (42 net wells) and 467 gross wells (13 net
wells) that are currently drilling, completing or permitted for
drilling. Vitesse’s drilling opportunities are leveraged to growing
projected reserve recoveries stemming from continuous improvement in
frac & completion technologies. In 2017, the average estimated ultimate
recoveries (“EUR”) of a new Bakken horizontal well is 850,000 boe/well,
up nearly 50% from 575,000 boe/well in 2014. The larger EUR for new
wells has increased profit returns on new well drilling, which is higher
today at $55/bbl oil than in 2014 when the price of oil was much higher.
Vitesse has an inventory of 180 net undeveloped wells to be completed,
which represents $1.2 billion of capital expenditures that Vitesse can
elect to make at its sole discretion. Nearly all future capex is
expected to be funded by free cash flow over time from Vitesse’s
operations. Around 90% of Vitesse’s recoverable reserves remain to be
developed in the future at what we expect will be improving economics as
the price of oil improves. Oil prices recovered to $60/bbl at the end of
2017 and the global overhang of oil appears to be subsiding, which gives
us cautious optimism that oil will continue to hover in the $50-60/bbl
range for 2018. Vitesse has hedged 60% of its current 2018 production
and 40% of its current 2019 production with collars, swaps and puts at
floor prices above $50/bbl. The collars allow Vitesse to participate in
oil price increases up to $73/bbl. With the improved oil prices, Vitesse
expects to add additional oil hedges to protect additional flowing
barrels. Bob Gerrity, Brian Cree and the Vitesse team continue to be
wonderful and committed partners.
JETX (formerly, Juneau Energy) transitioned from an operated to a
non-operating strategy under the management of the Vitesse team. JETX
partners with operators who have expertise in new well development and
operations in areas adjacent to JETX’s leaseholds. JETX’s principal
asset is 10,000+ net acres in the East Eagle Ford (“EEF”) field in
Brazos, Burleson and Grimes Counties, Texas. JETX partnered with
Lonestar Resources US Inc. (NASDAQ:LONE) (“Lonestar”), a capable Eagle
Ford operator who has operations close to JETX’s. As part of the joint
venture, Lonestar agreed to pool its nearby acreage with JETX’s and is
pursuing development of the pooled acreage. In May 2017, Lonestar
successfully drilled and completed one of the better wells in the
Eastern Eagle Ford when the Wildcat B1H well was brought on line with
estimated reserves approaching 1 million boe. JETX has a 50% interest in
the well and in the eight drillable locations in the Wildcat unit and
also owns additional development locations on JETX’s adjacent acreage,
which JETX expects to develop later in 2018.
HomeFed
HomeFed took some major steps in 2017 towards generating cash for its
shareholders. The Village of Escaya, the first stage of the Otay Land
project to be developed, hosted its grand opening in June. By year end,
over 200 of the 992 planned homes were under contract and home closings
have started. The Otay Land project in San Diego county is entitled for
approximately 13,050 residential units and 1.85 million square feet of
commercial space, and Paul Borden and the HomeFed team are focused on
expediting its development. At Renaissance Plaza in Brooklyn, NY, two
sizeable tenants renewed their office lease clearing the way for
refinancing opportunities. HomeFed’s unique assets in attractive markets
are well positioned for additional value creation and we remain excited
by its prospects.
Idaho Timber
Idaho Timber experienced substantial growth despite a volatile and
uncertain environment caused by the expiration of the U.S.-Canada
softwoods lumber agreement, ongoing and prolonged trade negotiations and
the eventual imposition of duties on imports from Canada. Thanks to the
company’s disciplined purchasing, long-term customer and supplier
relationships and focus on margin, EBITDA increased 40% in 2017 versus
2016. CEO Ted Ellis and his team thrive in markets where others may
become timid and have driven the company to significant profitability
even with a lukewarm market for new housing construction.
Golden Queen
In its first full year of operations, Golden Queen sold 46,000 and
237,000 ounces of gold and silver, respectively. For most of 2017, the
mining team encountered lower ore grades than expected in an area of the
project known as the Northwest Pit. In the fourth quarter the team moved
the bulk of its activity to a new pit where they are experiencing
significantly better ore grades. Robert Walish, the project CEO, and the
entire team have done an excellent job navigating a challenging 2017,
and we believe the project is well positioned to capitalize in the
future as grades improve.
Appendix
The following tables reconcile financial results reported in accordance
with generally accepted accounting principles (“GAAP”) to non-GAAP
financial results. The shareholders’ letter contains non-GAAP financial
information to aid investors in viewing our businesses and investments
through the eyes of management while facilitating a comparison across
historical periods. However, these non-GAAP financial measures should be
viewed in addition to, and not as a substitute for, reported results
prepared in accordance with GAAP.
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| NATIONAL BEEF | | | | | | | | LEUCADIA NATIONAL CORPORATION | | | |
| Reconciliation of Pre-Tax Income to EBITDA | | | | | | | | Reconciliation of Net Income Attributable to Leucadia National
Corporation | | | |
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($ millions)
| | | | | | | | Common Shareholders to Adjusted Net Income Attributable to | | | |
| | | Year ended | | | | | Leucadia National Corporation Common Shareholders | | | |
| | | Dec. 31, 2017 | | | | |
($ millions)
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Pre-tax Income (GAAP)
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$
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407
| | | | | | | | | Year ended |
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Adjustments:
| | | | | | | | | | | Dec. 31, 2017 |
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Interest expense/(income), net
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6
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Net Income Attributable to Leucadia National | | | |
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Depreciation and amortization
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99
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Corporation Common Shareholders (GAAP)
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$
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167
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EBITDA (non-GAAP)
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$
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512
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Adjustments:
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Non-cash charge to revalue deferred taxasset
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415
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| BERKADIA | | | | | | | |
Deemed repatriation of net unremitted
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| Reconciliation of Pre-Tax Income to Cash Earnings | | | | | | | |
foreign earnings (toll charge)
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35
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($ millions)
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Adjusted Net Income Attributable to Leucadia National | | |
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| | | Year ended | | Year ended | | |
Corporation Common Shareholders (non-GAAP)
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$
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618
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| | | Dec. 31, 2017 |
| Dec. 31, 2015 | | | | | | |
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Pre-tax Income (GAAP)
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$
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194
| | | | | | SPECTRUM BRANDS(a) | | | |
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Adjustments:
| | | | | | | | Reconciliation of Net Income to Adjusted EBITDA | | | |
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Amortization, impairment and depreciation
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136
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($ millions)
| | | |
|
Gains attributable to origination of mortgage
| | | | | | | | | | | Year ended |
|
servicing rights
| | | |
(262
|
)
| | | | | | | | Sep. 30, 2017 |
|
Loan loss reserves and guarantee liabilities, net of
| | | | | | | |
Net Income (GAAP)
| | |
$
|
297
| |
|
cash losses
| | | |
87
| | | | | |
Adjustments:
| | | |
|
Unrealized (gains) losses; and all other, net
| | |
|
9
|
| | | | |
Income tax expense
| | | |
48
| |
|
Cash Earnings (non-GAAP)
| | |
$
|
164
|
| | | | |
Interest expense
| | | |
211
| |
| | | | | | | |
Depreciation and amortization
| | |
|
199
|
|
| Reconciliation of Pre-Tax Income to Core Earnings | | | | | | | |
EBITDA
| | | |
754
| |
|
Pre-tax Income (GAAP)
| | |
$
|
194
| | |
$
|
164
| | | |
Share based compensation
| | | |
57
| |
|
Adjustments:
| | | | | | | |
Acquisition and integration related charges
| | | |
21
| |
|
Investment securities interest income and gains
| | | |
(31
|
)
| | |
(72
|
)
| | |
Restructuring and related charges
| | | |
63
| |
|
Gain on sale of bonds
| | | |
–
| | | |
(6
|
)
| | |
Write-off from impairment of intangible assets
| | | |
16
| |
|
Mortgage servicing rights (impairments)/recoveries
| | |
|
(8
|
)
| |
|
27
|
| | |
Purchase accounting inventory adjustment
| | | |
3
| |
|
Core Earnings (non-GAAP)
| | |
$
|
155
|
| |
$
|
113
|
| | |
Pet safety recall
| | | |
36
| |
| | | | | | | |
Other
| | |
|
5
|
|
| | | | | | | |
Adjusted EBITDA (non-GAAP)
| | |
$
|
956
|
|
| | | | | | | | Net Sales | | |
$
|
5,007
|
|
| | | | | | | |
Adjusted EBITDA margin
| | |
|
19.1
|
%
|
| | | | | | | | | | |
|
|
Source:
| | | | | | | | | | | |
|
Note (a) Information provided by Spectrum's 4th quarter earnings
press release on November 16, 2017.
| | | |
| | | | |
|
Cautionary Note on Forward-Looking Statements
This letter contains “forward-looking statements” within the meaning of
the safe harbor provisions of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements include statements about our future and statements that are
not historical facts. These forward-looking statements are usually
preceded by the words “should,” “expect,” “intend,” “may,” “will,” or
similar expressions. Forward-looking statements may contain expectations
regarding revenues, earnings, operations, and other results, and may
include statements of future performance, plans, and objectives.
Forward-looking statements also include statements pertaining to our
strategies for future development of our businesses and products.
Forward-looking statements represent only our belief regarding future
events, many of which by their nature are inherently uncertain. It is
possible that the actual results may differ, possibly materially, from
the anticipated results indicated in these forward-looking statements.
Information regarding important factors, including Risk Factors that
could cause actual results to differ, perhaps materially, from those in
our forward-looking statements is contained in reports we file with the
SEC. You should read and interpret any forward-looking statement
together with reports we file with the SEC.
Past performance may not be indicative of future results. Different
types of investments involve varying degrees of risk. Therefore, it
should not be assumed that future performance of any specific investment
or investment strategy will be profitable or equal the corresponding
indicated performance level(s).

View source version on businesswire.com: http://www.businesswire.com/news/home/20180222006495/en/
Leucadia National Corporation
Laura Ulbrandt, 212-460-1900
Source: Leucadia National Corporation