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Wiki Wiki Summary
Common stock Common stock is a form of corporate equity ownership, a type of security. The terms voting share and ordinary share are also used frequently outside of the United States.
Balance sheet In financial accounting, a balance sheet (also known as statement of financial position or statement of financial condition) is a summary of the financial balances of an individual or organization, whether it be a sole proprietorship, a business partnership, a corporation, private limited company or other organization such as government or not-for-profit entity. Assets, liabilities and ownership equity are listed as of a specific date, such as the end of its financial year.
Investment Investment is the dedication of an asset to attain an increase in value over a period of time. Investment requires a sacrifice of some present asset, such as time, money, or effort.
Investment banking Investment banking denotes certain activities of a financial services company or a corporate division that consist in advisory-based financial transactions on behalf of individuals, corporations, and governments. Traditionally associated with corporate finance, such a bank might assist in raising financial capital by underwriting or acting as the client's agent in the issuance of debt or equity securities.
Foreign direct investment A foreign direct investment (FDI) is an investment in the form of a controlling ownership in a business in one country by an entity based in another country. It is thus distinguished from a foreign portfolio investment by a notion of direct control.
Operation Mincemeat Operation Mincemeat was a successful British deception operation of the Second World War to disguise the 1943 Allied invasion of Sicily. Two members of British intelligence obtained the body of Glyndwr Michael, a tramp who died from eating rat poison, dressed him as an officer of the Royal Marines and placed personal items on him identifying him as the fictitious Captain (Acting Major) William Martin.
Special Activities Center The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015.
Operations management Operations management is an area of management concerned with designing and controlling the process of production and redesigning business operations in the production of goods or services. It involves the responsibility of ensuring that business operations are efficient in terms of using as few resources as needed and effective in meeting customer requirements.
Emergency operations center An emergency operations center (EOC) is a central command and control facility responsible for carrying out the principles of emergency preparedness and emergency management, or disaster management functions at a strategic level during an emergency, and ensuring the continuity of operation of a company, political subdivision or other organization.\nAn EOC is responsible for strategic direction and operational decisions and does not normally directly control field assets, instead leaving tactical decisions to lower commands.
Operations research Operations research (British English: operational research), often shortened to the initialism OR, is a discipline that deals with the development and application of advanced analytical methods to improve decision-making. It is sometimes considered to be a subfield of mathematical sciences.
Operation (mathematics) In mathematics, an operation is a function which takes zero or more input values (called operands) to a well-defined output value. The number of operands (also known as arguments) is the arity of the operation.
Bitwise operation In computer programming, a bitwise operation operates on a bit string, a bit array or a binary numeral (considered as a bit string) at the level of its individual bits. It is a fast and simple action, basic to the higher-level arithmetic operations and directly supported by the processor.
2016 in aviation This is a list of aviation-related events from 2016.\n\n\n== Events ==\n\n\n=== January ===\nThe Government of Italy permitted United States unmanned aerial vehicles (UAVs or drones) to fly strike missions from Naval Air Station Sigonella in Sicily where the US has operated unarmed surveillance UAVs since 2001 against Islamic State targets in Libya, but only if they are "defensive," protecting U.S. forces or rescuers retrieving downed pilots.
Initial public offering An initial public offering (IPO) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also to retail (individual) investors. An IPO is typically underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges.
Securities market Security market is a component of the wider financial market where securities can be bought and sold between subjects of the economy, on the basis of demand and supply. Security markets encompasses stock markets, bond markets and derivatives markets where prices can be determined and participants both professional and non professional can meet.
Penny stock Penny stocks are common shares of small public companies that trade for less than one dollar per share.The U.S. Securities and Exchange Commission (SEC) uses the term "Penny stock" to refer to a security, a financial instrument which represents a given financial value, issued by small public companies that trade at less than $5 per share. Penny stocks are priced over-the-counter, rather than on the trading floor.
Common equity Common equity is the amount that all common shareholders have invested in a company. Most importantly, this includes the value of the common shares themselves.
Secondary shares In an IPO, secondary shares (in contrast to primary shares) refer to existing shares of common stock that are sold to investors in an offering (see Secondary Market Offering).\nThe selling of these secondary shares may be from existing shareholders.
SEC filing The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). Public companies, certain insiders, and broker-dealers are required to make regular SEC filings.
Financial accounting Financial accounting is the field of accounting concerned with the summary, analysis and reporting of financial transactions related to a business. This involves the preparation of financial statements available for public use.
Proxy server In computer networking, a proxy server is a server application that acts as an intermediary between a client requesting a resource and the server providing that resource.Instead of connecting directly to a server that can fulfill a request for a resource, such as a file or web page, the client directs the request to the proxy server, which evaluates the request and performs the required network transactions. This serves as a method to simplify or control the complexity of the request, or provide additional benefits such as load balancing, privacy, or security.
December December is the twelfth and the final month of the year in the Julian and Gregorian calendars. It is also the last of seven months to have a length of 31 days.
December 17 December 17 is the 351st day of the year (352nd in leap years) in the Gregorian calendar; 14 days remain until the end of the year.\n\n\n== Events ==\n\n\n=== Pre-1600 ===\n497 BC – The first Saturnalia festival was celebrated in ancient Rome.
December 1 December is the twelfth and the final month of the year in the Julian and Gregorian calendars. It is also the last of seven months to have a length of 31 days.
December 1924 German federal election Federal elections were held in Germany on 7 December 1924, the second that year after the Reichstag had been dissolved on 20 October. The Social Democratic Party remained the largest party in the Reichstag, receiving an increased share of the vote and winning 131 of the 493 seats.
December 8 December 3 is the 337th day of the year (338th in leap years) in the Gregorian calendar; 28 days remain until the end of the year.\n\n\n== Events ==\n\n\n=== Pre-1600 ===\n915 – Pope John X crowns Berengar I of Italy as Holy Roman Emperor (probable date).
December 31 December 3 is the 337th day of the year (338th in leap years) in the Gregorian calendar; 28 days remain until the end of the year.\n\n\n== Events ==\n\n\n=== Pre-1600 ===\n915 – Pope John X crowns Berengar I of Italy as Holy Roman Emperor (probable date).
Income statement An income statement or profit and loss account (also referred to as a profit and loss statement (P&L), statement of profit or loss, revenue statement, statement of financial performance, earnings statement, statement of earnings, operating statement, or statement of operations) is one of the financial statements of a company and shows the company's revenues and expenses during a particular period.It indicates how the revenues (also known as the “top line”) are transformed into the net income or net profit (the result after all revenues and expenses have been accounted for). The purpose of the income statement is to show managers and investors whether the company made money (profit) or lost money (loss) during the period being reported.
Consolidated financial statement Consolidated financial statements are the "financial statements of a group in which the assets, liabilities, equity, income, expenses and cash flows of the parent company and its subsidiaries are presented as those of a single economic entity", according to International Accounting Standard 27 "Consolidated and separate financial statements", and International Financial Reporting Standard 10 "Consolidated financial statements".\n\n\n== Consolidated statement of financial position ==\nWhile preparing a consolidated financial statement, there are two basic procedures that need to be followed: first, cancel out all the items that are accounted as an asset in one company and a liability in another, and then add together all uncancelled items.
Government financial statements Government financial statements are annual financial statements or reports for the year. The financial statements, in contrast to budget, present the revenue collected and amounts spent.
Financial statement analysis Financial statement analysis (or financial analysis) is the process of reviewing and analyzing a company's financial statements to make better economic decisions to earn income in future. These statements include the income statement, balance sheet, statement of cash flows, notes to accounts and a statement of changes in equity (if applicable).
Information technology controls In business and accounting, information technology controls (or IT controls) are specific activities performed by persons or systems designed to ensure that business objectives are met. They are a subset of an enterprise's internal control.
Proxy statement A proxy statement is a statement required of a firm when soliciting shareholder votes.: 10  This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A (Definitive Proxy Statement), with the U.S. Securities and Exchange Commission.
List of proxy wars This is a list of proxy wars. Major powers have been highlighted in bold.
Proxy fight A proxy fight, proxy contest or proxy battle (sometimes even called a proxy war) is an unfriendly contest for the control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions.
Factitious disorder imposed on another Factitious disorder imposed on another (FDIA), also called Munchausen syndrome by proxy (MSbP), is a condition in which a caregiver creates the appearance of health problems in another person, typically their child. This may include injuring the child or altering test samples.
Risk Factors
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 &quote forward-looking statements &quote 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 &quote investment grade &quote 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 &quote Exchange Act &quote )), 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 &quote Election of Directors &quote and &quote Information Concerning the Board and Board Committees &quote 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 &quote Proxy Statement &quote ) 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 &quote Executive Compensation &quote 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 &quote Present Beneficial Ownership of Common Shares &quote in the Proxy Statement is incorporated herein by reference
Certain Relationships and Related Transactions
- ------- ---------------------------------------------- The information to be included under the caption &quote Executive Compensation - - Certain Relationships and Related Transactions &quote in the Proxy Statement is incorporated herein by reference
Principal Accounting Fees and Services
- -------- -------------------------------------- The information to be included under the caption &quote Principal Accounting Fees and Services &quote 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
(3) Executive Compensation Plans and Arrangements 1999 Stock Option Plan (filed as Annex A to the Companyapstas Proxy Statement dated April 9, 1999 (the &quote 1999 Proxy Statement &quote )) Form of Grant Letter for the 1999 Stock Option Plan (filed as Exhibit 10dtta4 to the Companyapstas Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the &quote 2004 10-K &quote ) Amended and Restated Shareholders Agreement dated as of June 30, 2003 among the Company, Ian M Cumming and Joseph S Steinberg (filed as Exhibit 10dtta5 to the Companyapstas Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the &quote 2003 10-K &quote )) Leucadia National Corporation 2003 Senior Executive Annual Incentive Bonus Plan, as amended May 17, 2005 (filed as Annex A to the Companyapstas Proxy Statement dated April 22, 2005 (the &quote 2005 Proxy Statement &quote )) Employment Agreement made as of June 30, 2005 by and between the Company and Ian M Cumming (filed as Exhibit 99dtta1 to the Companyapstas Current Report on Form 8-K dated July 13, 2005 (the &quote July 13, 2005 8-K &quote )) Employment Agreement made as of June 30, 2005 by and between the Company and Joseph S Steinberg (filed as Exhibit 99dtta2 to the July 13, 2005 8-K) We will furnish any exhibit upon request made to our Corporate Secretary, 315 Park Avenue South, New York, NY 10010 50 per page to cover expenses of copying and mailing 3dtta1 Restated Certificate of Incorporation (filed as Exhibit 5dtta1 to the Companyapstas Current Report on Form 8-K dated July 14, 1993) * 3dtta2 Certificate of Amendment of the Certificate of Incorporation dated as of May 14, 2002 (filed as Exhibit 3dtta2 to the 2003 10-K) * 50 3dtta3 Certificate of Amendment of the Certificate of Incorporation dated as of December 23, 2002 (filed as Exhibit 3dtta2 to the Companyapstas Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the &quote 2002 10-K &quote )) * 3dtta4 Amended and Restated By-laws as amended through March 9, 2004 (filed as Exhibit 3dtta4 to the 2003 10-K) * 3dtta5 Certificate of Amendment of the Certificate of Incorporation dated as of May 13, 2004 (filed as Exhibit 3dtta5 to the Companyapstas 2004 10-K) * 3dtta6 Certificate of Amendment of the Certificate of Incorporation dated as of May 17, 2005 4dtta1 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 10dtta1 1999 Stock Option Plan (filed as Annex A to the 1999 Proxy Statement) * 10dtta2 Form of Grant Letter for the 1999 Stock Option Plan (filed as Exhibit 10dtta4 to the Companyapstas 2004 10-K) * 10dtta3 Amended and Restated Shareholders Agreement dated as of June 30, 2003 among the Company, Ian M Cumming and Joseph S Steinberg (filed as Exhibit 10dtta5 to the 2003 10-K) * 10dtta4 Form of Amended and Restated Revolving Credit Agreement (the &quote Revolving Credit Agreement &quote ) dated as of March 11, 2003 between the Company, Fleet National Bank as Administrative Agent, The Chase Manhattan Bank, as Syndication Agent, and the Banks signatory thereto, with Fleet Boston Robertson Stephens, Inc, as Arranger (filed as Exhibit 10dtta1 to the Companyapstas Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003) * 10dtta5 Amendment, dated as of March 31, 2004, to the Revolving Credit Agreement (filed as Exhibit 10dtta7 to the Companyapstas 2004 10-K) * 10dtta6 Amendment, dated as of June 29, 2004, to the Revolving Credit Agreement (filed as Exhibit 10dtta8 to the Companyapstas 2004 10-K) * 10dtta7 Leucadia National Corporation 2003 Senior Executive Annual Incentive Bonus Plan, as amended May 17, 2005 (filed as Annex A to the 2005 Proxy Statement) * 10dtta8 Employment Agreement made as of June 30, 2005 by and between the Company and Ian M Cumming (filed as Exhibit 99dtta1 to the Companyapstas July 13, 2005 8-K) * 10dtta9 Employment Agreement made as of June 30, 2005 by and between the Company and Joseph S Steinberg (filed as Exhibit 99dtta2 to the July 13, 2005 8-K) * 10dtta10 Management Services Agreement dated as of February 26, 2001 among The FINOVA Group Inc, the Company and Leucadia International Corporation (filed as Exhibit 10dtta20 to the Companyapstas Annual Report on Form 10-K for the fiscal year ended December 31, 2000) * 10dtta11 Voting Agreement, dated August 21, 2001, by and among Berkadia LLC, Berkshire Hathaway Inc, the Company and The FINOVA Group Inc * 10dtta12 Second Amended and Restated Berkadia LLC Operating Agreement, dated December 2, 2002, by and among BH Finance LLC and WMAC Investment Corporation (filed as Exhibit 10dtta40 to the 2002 10-K) * 51 10dtta13 First Amended Joint Chapter 11 Plan of Reorganization of Williams Communications Group, Inc filed with the Bankruptcy Court as Exhibit 1 to the Settlement Agreement (filed as Exhibit 99dtta3 to the Current Report on Form 8-K of WCG dated July 31, 2002 (the &quote WCG July 31, 2002 8-K &quote )) * 10dtta14 Tax Cooperation Agreement between WCG and The Williams Companies Inc dated July 26, 2002, filed with the Bankruptcy Court as Exhibit 7 to the Settlement Agreement (filed as Exhibit 99dtta9 to the WCG July 31, 2002 8-K) * 10dtta15 Third Amended and Restated Credit And Guaranty Agreement, dated as of September 8, 1999, as amended and restated as of April 25, 2001, as further amended and restated as of October 15, 2002, and as further amended and restated as of September 24, 2004, among WilTel, WilTel Communications, LLC, certain of its domestic subsidiaries, as loan parties, the several banks and other financial institutions or entities from time to time parties thereto as lenders, Credit Suisse First Boston, acting through its Cayman Islands branch, as administrative agent, as first lien administrative agent and as second lien administrative agent, and Wells Fargo Foothill, LLC, as syndication agent (filed as Exhibit 99dtta1 to the Companyapstas Current Report on Form 8-K dated September 24, 2002 (the &quote Companyapstas September 24, 2002 8-K &quote )) * 10dtta16 First Amendment to Third Amended and Restated Credit And Guaranty Agreement, dated September 2, 2005, by and among WilTel Communications, LLC, WilTel Communications Group LLC, the Subsidiary Guarantors (as defined), and the First Lien Administrative Agent, the Second Lien Administrative Agent and the Administrative Agent for the Lenders (filed as Exhibit 99dtta1 to the Companyapstas Current Report on Form 8-K dated September 2, 2005) * 10dtta17 Second Amended and Restated Security Agreement, dated as of April 23, 2001, as amended and restated as of October 15, 2002, and as further amended and restated as of September 24, 2004, among WilTel, WilTel Communications, LLC, and the additional grantors party thereto in favor of Credit Suisse First Boston, acting through its Cayman Islands branch, as administrative agent, as first lien administrative agent and as second lien administrative agent (filed as Exhibit 99dtta2 to the Companyapstas September 24, 2002 8-K) * 10dtta18 Exhibit 1 to the Agreement and Plan of Reorganization between the Company and TLC Associates, dated February 23, 1989 (filed as Exhibit 3 to Amendment Nodtta 12 to the Schedule 13D dated December 29, 2004 of Ian M Cumming and Joseph S Steinberg with respect to the Company) * 10dtta19 Letter Agreement, dated February 3, 2005, between the Company and Jefferies & Company, Inc (filed as Exhibit 10dtta55 to the Companyapstas 2004 10-K) * 10dtta20 Information Concerning Executive Compensation (filed as Exhibit 10dtta1 to the Companyapstas Current Report on Form 8-K dated January 9, 2006) * 10dtta21 Compensation of Non-Employee Directors 10dtta22 Hotel Purchase Agreement, dated as of April 6, 2005, by and between HWB 2507 Kalakaua, LLC and Gaylord Entertainment Co to the Companyapstas Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 (the &quote 1st Quarter 2005 10-Q &quote )) * 10dtta23 Stock Purchase Agreement, dated as of May 2, 2005, by and among the Company and the individuals named therein (filed as Exhibit 10dtta4 to the Companyapstas 1st Quarter 2005 10-Q) * 10dtta24 Purchase Agreement, dated as of October 30, 2005, among the Company, Baldwin Enterprises, Inc, Level 3 Communications, LLC and Level 3 Communications, Inc * 52 10dtta25 Registration Rights and Transfer Restriction Agreement, dated as of December 23, 2005, by and among Level 3, the Company and Baldwin Enterprises, Inc (filed as Exhibit 10dtta2 to Level 3apstas Current Report on Form 8-K dated December 23, 2005) * 10dtta26 Purchase and Sale Agreement ( &quote Square 711 Purchase and Sale Agreement &quote ), dated as of November 14, 2005, between Square 711 Developer, LLC and Walton Acquisition Holdings V, LLC, a Delaware limited liability company 10dtta27 First Amendment to Square 711 Purchase and Sale Agreement, dated as of December 14, 2005 10dtta28 Share Purchase Agreement, dated May 2, 2005, between Inmet Mining Corporation, the Company and MK Resources Company (filed as Exhibit 2 to Amendment Nodtta 10 to the Schedule 13D dated May 2, 2005 of the Company with respect to MK Resources Company (the &quote MK 13D &quote )) * 10dtta29 Agreement and Plan of Merger, dated as of May 2, 2005, among the Company, Marigold Acquisition Corp * 10dtta30 Voting Agreement, dated as of May 2, 2005, between the Company and Inmet Mining Corporation (filed as Exhibit 4 to the MK 13D) * 10dtta31 Letter Agreement, dated March 30, 2005 between SBC Services, Inc ( &quote SBC Services &quote ) and WilTel Communications, LLC ( &quote WCLLC &quote ) (filed as Exhibit 10dtta1 to the Companyapstas 1st Quarter 2005 10-Q) * 10dtta32 Letter Agreement, dated April 27, 2005 between SBC Services and WCLLC (filed as Exhibit 10dtta3 to the Companyapstas 1st Quarter 2005 10-Q) * 10dtta33 Letter Agreement, dated May 25, 2005 between SBC Services and WCLLC (filed as Exhibit 10dtta1 to the Companyapstas Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005) * 10dtta34 Master Services Agreement dated June 15, 2005 among WilTel Communications Group ( &quote WCGLLC &quote ), WilTel Local Network, LLC, SBC Services and SBC Communications Inc and SBC Long Distance, LLC (filed as Exhibit 99dtta2 to the Companyapstas June 15, 2005 8-K/A) * 10dtta36 Debtors &apos Modified Second Amended Joint Plan of Reorganization under chapter 11 of the Bankruptcy Code, dated as of April 13, 2005, of ATX Communications, Inc * 10dtta37 Services Agreement, dated as of January 1, 2004, between the Company and Ian M Cumming 10dtta38 Services Agreement, dated as of January 1, 2004, between the Company and Joseph S Steinberg 21 Subsidiaries of the registrant 23dtta1 Consent of PricewaterhouseCoopers LLP with respect to the incorporation by reference into the Companyapstas Registration Statement on Form S-8 (Nodtta 2-84303), Form S-8 and S-3 (Nodtta 33-6054), Form S-8 and S-3 (Nodtta 33-26434), Form S-8 and S-3 (Nodtta 33-30277), Form S-8 (Nodtta 33-61682), Form S-8 (Nodtta 33-61718), Form S-8 (Nodtta 333-51494) and Form S-3 (Nodtta 333-118102) 53 23dtta2 Consent of independent auditors from Ernst & Young LLP with respect to the inclusion in this Annual Report on Form 10-K of the financial statements of Berkadia LLC and with respect to the incorporation by reference in the Companyapstas Registration Statements on Form S-8 (Nodtta 2-84303), Form S-8 and S-3 (Nodtta 33-6054), Form S-8 and S-3 (Nodtta 33-26434), Form S-8 and S-3 (Nodtta 33-30277), Form S-8 (Nodtta 33-61682), Form S-8 (Nodtta 33-61718), Form S-8 (Nodtta 333-51494) and Form S-3 (Nodtta 333-118102) ** 23dtta3 Consent of PricewaterhouseCoopers, with respect to the inclusion in this Annual Report on Form 10-K the financial statements of Olympus Re Holdings, Ltd and with respect to the incorporation by reference in the Companyapstas Registration Statements on Form S-8 (Nodtta 2-84303), Form S-8 and S-3 (Nodtta 33-6054), Form S-8 and S-3 (Nodtta 33-26434), Form S-8 and S-3 (Nodtta 33-30277), Form S-8 (Nodtta 33-61682), Form S-8 (Nodtta 33-61718), Form S-8 (Nodtta 333-51494) and Form S-3 (Nodtta 333-118102) ** 23dtta4 Consent of independent auditors from BDO Seidman, LLP with respect to the inclusion in this Annual Report on Form 10-K of the financial statements of EagleRock Capital Partners (QP), LP and EagleRock Master Fund, LP and with respect to the incorporation by reference in the Companyapstas Registration Statements on Form S-8 (Nodtta 2-84303), Form S-8 and S-3 (Nodtta 33-6054), Form S-8 and S-3 (Nodtta 33-26434), Form S-8 and S-3 (Nodtta 33-30277), Form S-8 (Nodtta 33-61682), Form S-8 (Nodtta 33-61718), Form S-8 (Nodtta 333-51494) and Form S-3 (Nodtta 333-118102) ** 23dtta5 Consent of independent auditors from Ernst & Young LLP with respect to the inclusion in this Annual Report on Form 10-K of the financial statements of WilTel Communications Group, Inc and with respect to the incorporation by reference in the Companyapstas Registration Statements on Form S-8 (Nodtta 2-84303), Form S-8 and S-3 (Nodtta 33-6054), Form S-8 and S-3 (Nodtta 33-26434), Form S-8 and S-3 (Nodtta 33-30277), Form S-8 (Nodtta 33-61682), Form S-8 (Nodtta 33-61718), Form S-8 (Nodtta 333-51494) and Form S-3 (Nodtta 333-118102) 23dtta6 Independent Auditors &apos Consent from KPMG LLP, with respect to the inclusion in this Annual Report on Form 10-K of the financial statements of Jefferies Partners Opportunity Fund II, LLC and with respect to the incorporation by reference into the Companyapstas Registration Statements on Form S-8 (Nodtta 2-84303), Form S-8 and S-3 (Nodtta 33-6054), Form S-8 and S-3 (Nodtta 33-26434), Form S-8 and S-3 (Nodtta 33-30277), Form S-8 (Nodtta 33-61682), Form S-8 (Nodtta 33-61718), Form S-8 (Nodtta 333-51494) and Form S-3 (Nodtta 333-118102) ** 31dtta1 Certification of Chairman of the Board and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31dtta2 Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31dtta3 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32dtta1 Certification of Chairman of the Board and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *** 32dtta2 Certification of President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *** 32dtta3 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *** 54 (c) Financial statement schedules (1) Berkadia LLC financial statements for the years ended December 31, 2004 and 2003 ** (2) Olympus Re Holdings, Ltd consolidated financial statements as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003 ** (3) EagleRock Capital Partners (QP), LP financial statements as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003 and EagleRock Master Fund, LP financial statements as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003 ** (4) WilTel Communications Group, Inc consolidated financial statements for the period from January 1, 2003 through November 5, 2003 (5) Jefferies Partners Opportunity Fund II, LLC financial statements as of December 31, 2005 and for the year ended December 31, 2005 ** ----------------------------- * Incorporated by reference