LUK Leucadia National Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  December 15, 2015

Registrant’s telephone number, including area code:  212-460-1900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On December 15, 2015, our wholly-owned subsidiary Jefferies Group LLC issued a press release announcing financial results for its fiscal quarter and year ended November 30, 2015.  A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99

Jefferies Reports Fiscal Fourth Quarter 2015 Financial Results

NEW YORK--(BUSINESS WIRE)--December 15, 2015--Jefferies Group LLC today announced financial results for its fiscal fourth quarter 2015.

Highlights for the three months ended November 30, 2015, with adjusted amounts excluding the operating results and wind down costs of our Bache business:

• Investment Banking Net Revenues of $373 million
• Total Sales and Trading Net Revenues of $132 million
• Total Adjusted Net Revenues of $513 million (excluding Bache)
• Adjusted Net Earnings of $37 million (excluding Bache)
• Net Earnings of $25 million (including Bache)

Highlights for the year ended November 30, 2015, with adjusted amounts excluding the operating results and wind down costs of our Bache business:

• Investment Banking Net Revenues of $1,439 million
• Total Sales and Trading Net Revenues of $1,028 million
• Total Adjusted Net Revenues of $2,395 million (excluding Bache)
• Adjusted Net Earnings of $189 million (excluding Bache)
• Net Earnings of $100 million (including Bache)

Rich Handler, Chairman and Chief Executive Officer, and Brian Friedman, Chairman of the Executive Committee, commented: “Our full year results did not meet our expectations and we have made significant changes and are committed to improving our performance in 2016. On the positive side, our diversification and depth of capability came through in the form of solid full year results in Investment Banking and Equities, despite market challenges. We reported strong Investment Banking Net Revenues for the year of $1.4 billion that included record Net Revenue years in both Equity Capital Markets and Advisory of $408 million and $632 million, respectively, offsetting a market driven slowdown in our leveraged finance and energy investment banking businesses in both of which we have leading market positions. We continued to gain market share in our Equities sales and trading business. Despite the challenges experienced by most of our Fixed Income credit businesses, we saw solid Net Revenues recorded by our U.S. and International rates businesses, as well as our U.S. investment grade corporate credit business.”

"Fixed Income, which has been a solid to excellent business for Jefferies in prior years, did not perform well in 2015. Almost all our Fixed Income credit businesses were impacted by the prolonged anticipation of the lift-off in Federal Reserve rate-setting, the collapse in the global energy markets (where we have long been an active adviser, capital raiser and trader), reduced originations in leveraged finance and meaningfully reduced liquidity. There were a number of periods of extreme volatility, which were followed by periods of low trading volume."

“As discussed during our Leucadia Investor Day in October, we conducted a detailed review and analysis of all our businesses and support areas during 2015, and, as promised, have now implemented reductions in our commitments of risk, balance sheet and capital that are consistent with the market environment and opportunity we currently envision. In addition, we have been aligning our overall resource commitments to achieve further operating efficiencies and to better match our expectations for 2016. At the same time, we recruited new leadership in certain areas of our Fixed Income and Equities businesses to strengthen both our client offering and our results, and continue to selectively add accomplished senior professionals to our Investment Banking effort. In Fixed Income particularly, we expect these efforts to return our business to more normal profitability in 2016. We have methodically implemented a range of changes which we believe will result in less volatility and risk, greater efficiency and better returns, all with no meaningful impact to our clients or our ability to generate revenues.”

“Our balance sheet at November 30, 2015 was $38.5 billion, down $4.2 billion from three months prior and $6.0 billion from the end of fiscal 2014. Leverage (excluding the impact of the Leucadia transaction, which added significant goodwill and a corresponding increase in equity from the transaction's consideration) was less than nine times, its lowest level in about seven years. In addition to the absolute reduction in our balance sheet, our long securities inventory was $16.5 billion at November 30, 2015, down $2.4 billion from August 31, 2015, and down $2.1 billion from November 30, 2014. These reductions were substantially effected during our fourth quarter and, while the impact was to reduce our quarterly Fixed Income Net Revenues and profitability due to the challenge of liquidating positions in a volatile and less liquid environment, we believe this will best position Jefferies to succeed in 2016 and beyond. In this connection, we note that our net distressed trading energy exposure was $39 million at year-end. At the same time, the assets associated with our Prime Securities business, comprised primarily of securities held on behalf of clients, increased to $3.9 billion from $3.3 billion at the end of the prior quarter and $3.2 billion at the end of 2014. Separately, Jefferies Finance, our 50%-owned corporate lending joint venture with MassMutual, completed the syndication of a number of its committed financings during the quarter and, at year-end, our outstanding commitments were about 29% lower than the average of commitments outstanding at quarter-ends over the last two years and 33% lower when compared to the end of 2014. We remain actively involved serving our sponsor and corporate clients with leveraged finance solutions."

"Our unsecured long-term debt has been reduced by $700 million to $5.6 billion at year-end 2015 from $6.3 billion one year ago. We plan to repay our $350 million March debt maturity from cash on hand. The reductions in our balance sheet are reflected in proportionate reductions in our risk and capital commitments, and should collectively dampen our volatility and downside in 2016, although one can never fully anticipate market conditions. As we reduced our balance sheet, our Level 3 assets remained at about 3% of our inventory, our liquidity buffer remained at $5.1 billion, despite the repayment of a $500 million debt maturity during the quarter, and our liquidity ratio increased to 13.2%. Average VaR for the quarter of $10 million was lower by 40% compared to $14 million for the third quarter.”

“These significant changes to our Fixed Income business follow our decision to exit our Bache futures and commodities business, which removes a significant drag on Jefferies profitability. In 2015 we incurred pre-tax losses of $135 million and a net operating loss, including wind down costs, of $90 million with respect to Bache. All client accounts have now been transferred to Société Générale or other service providers. Total final costs in 2016 should be less than $5 million in aggregate.”

“Our management team has navigated challenging periods at Jefferies before as 1990, 1994, 1998, 2001-02, 2008-09, 2011 and now 2015 each delivered unique dislocation. Each of these periods was also followed by similarly unique growth opportunities and a yet better competitive position for our firm. After all of the challenges and with the hard work and commitment of all our team, we believe we are now well positioned in our Investment Banking, Equities, and Fixed Income businesses. In addition, our tangible equity, total capital and liquidity profile are stronger than at the end of any of those prior periods of stress. During this year of challenges, we remained profitable every quarter, and were able to analyze, change and adapt our operating businesses, while we continued to serve our clients. In 2016, we will continue to focus on our clients, be relentless in finding areas where we can continue to improve our operating results, hire new quality partners, prudently manage our risk, and never stop appreciating our employee-partners whose hard work and dedication are the backbone and most important assets of Jefferies.”

The attached financial tables should be read in connection with our Quarterly Report on Form 10-Q for the quarter ended August 31, 2015 and our Annual Report on Form 10-K for the year ended November 30, 2014. Amounts pertaining to November 30, 2015 represent a preliminary estimate as of the date of this earnings release and may be revised in our Annual Report on Form 10-K for the year ended November 30, 2015. Adjusted financial measures referenced above are non-GAAP financial measures, which management believes provide meaningful information to enable investors to evaluate the Company's results in the context of exiting the Bache business. Refer to the Supplemental Schedules on pages 6-8 for a reconciliation of Adjusted measures to the respective direct U.S. GAAP financial measures.

This 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 results and performance, including our expectations for our Fixed Income business and overall positioning and performance for fiscal year 2016. It is possible that the actual results may differ materially from the anticipated results indicated in these forward-looking statements. Please refer to our most recent Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from those projected in these forward-looking statements.

Jefferies, the global investment banking firm focused on serving clients for over 50 years, is a leader in providing insight, expertise and execution to investors, companies and governments. The firm provides a full range of investment banking, sales, trading, research and strategy across the spectrum of equities, fixed income and foreign exchange, as well as wealth management, in the Americas, Europe and Asia. Jefferies Group LLC is a wholly-owned subsidiary of Leucadia National Corporation (NYSE: LUK), a diversified holding company.

(a) Reconciliation of the compensation ratio for U.S. GAAP to Adjusted is a derivation of the reconciliation of the components above.

This presentation of Adjusted financial information is an unaudited non-GAAP financial measure. Adjusted financial information begins with information prepared in accordance with U.S. GAAP and then those results are adjusted to exclude the operations of the Company's Bache business. The Company believes that the disclosed Adjusted measures and any adjustments thereto, when presented in conjunction with comparable U.S. GAAP measures are useful to investors as they enable investors to evaluate the Company's results in the context of exiting the Bache business. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP.

(a) Reconciliation of the compensation ratio for U.S. GAAP to Adjusted is a derivation of the reconciliation of the components above.

This presentation of Adjusted financial information is an unaudited non-GAAP financial measure. Adjusted financial information begins with information prepared in accordance with U.S. GAAP and then those results are adjusted to exclude the operations of the Company's Bache business. The Company believes that the disclosed Adjusted measures and any adjustments thereto, when presented in conjunction with comparable U.S. GAAP measures are useful to investors as they enable investors to evaluate the Company's results in the context of exiting the Bache business. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP.

(1) Revenues generated by the Bache business, including commissions, principal transaction revenues and net interest revenue, for the presented period have been classified as a reduction of revenue in the presentation of Adjusted financial measures.

(2) Compensation expense and benefits recognized during the presented period for employees whose sole responsibilities pertain to the activities of the Bache business, including front office personnel and dedicated support personnel, have been classified as a reduction of Compensation and benefits expense in the presentation of Adjusted financial measures.

(3) Expenses directly related to the operations of the Bache business for the presented periods have been excluded from Adjusted non-compensation expenses. These expenses include Floor brokerage and clearing fees, amortization of capitalized software used directly by the Bache business in conducting its business activities, technology and occupancy expenses directly related to conducting Bache business operations and business development and professional services expenses incurred by the Bache business as part of its client sales and trading activities, including estimates of certain support costs dedicated to the Bache business.

(4) Total non-interest expenses for the quarter and year ended November 30, 2015 include costs of $11.2 million and $73.1 million, respectively, on a pre-tax basis, related to our exit of the Bache business. The after-tax effect of these costs is $8.1 million and $52.6 million for the quarter and year ended November 30, 2015, respectively. These costs consist primarily of severance, retention and benefit payments for employees, incremental amortization of outstanding restricted stock and cash awards, contract termination costs and incremental amortization expense of capitalized software expected to no longer be used subsequent to the wind-down of the business.

(A) VaR estimates the potential loss in value of our trading positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value at risk" in Part II, Item 7 "Management's Discussion and Analysis" in our Annual Report on Form 10-K for the year ended November 30, 2014.

(A) VaR estimates the potential loss in value of our trading positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value at risk" in Part II, Item 7 "Management's Discussion and Analysis" in our Annual Report on Form 10-K for the year ended November 30, 2014.

(1) Amounts pertaining to November 30, 2015 represent a preliminary estimate as of the date of this earnings release and may be revised in our Annual Report on Form 10-K for the year ended November 30, 2015.

(2) At November 30, 2015, other sources of liquidity include high quality sovereign government securities and reverse repurchase agreements collateralized by U.S. government securities and other high quality sovereign government securities of $1,266 million, in aggregate, and $305 million, being the total of the estimated amount of additional secured financing that could be reasonably expected to be obtained from our financial instruments that are currently not pledged at reasonable financing haircuts. At November 30, 2014 amounts also included additional funds that were available under the committed senior secured revolving credit facility available for working capital needs of Jefferies Bache. The corresponding amounts included in other sources of liquidity at August 31, 2015 were $1,263 million and $446 million, respectively, and at November 30, 2014, were $1,057 million and $364 million, respectively.

(3) Tangible member's equity (a non-GAAP financial measure) represents total member's equity less goodwill and identifiable intangible assets. We believe that tangible member's' equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible member's equity, making these ratios meaningful for investors.

(4) Bache assets (a non-GAAP financial measure) includes Cash and cash equivalents, Cash and securities segregated, Financial instruments owned, Securities purchased under agreements to resell and Receivables attributable to our Bache business.

(5) Level 3 financial instruments represent those financial instruments classified as such under Accounting Standards Codification 820, accounted for at fair value and included within Financial instruments owned.

(6) In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-07, “Fair Value Measurement (Topic 820) - Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” The guidance removes the requirement to include investments in the fair value hierarchy for which the fair value is measured at net asset value using the practical expedient under “Fair Value Measurements and Disclosures (Topic 820).” The guidance also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value practical expedient. Rather, those disclosures are limited to investments for which we have elected to measure the fair value using that practical expedient. The guidance is effective retrospectively and we have early adopted this guidance during the second quarter of fiscal 2015.

(7) At November 30, 2015, August 31, 2015 and November 30, 2014, total capital includes our long-term debt of $5,289 million, $5,337 million and $5,806 million, respectively, and total equity. Long-term debt included in total capital is reduced by amounts outstanding under the revolving credit facility and the amount of debt maturing in less than one year, where applicable.

(8) Leverage ratio equals total assets divided by total equity.

(9) Adjusted leverage ratio (a non-GAAP financial measure) equals adjusted assets divided by tangible total equity, being total equity less goodwill and identifiable intangible assets. Adjusted assets (a non-GAAP financial measure) equals total assets less securities borrowed, securities purchased under agreements to resell, cash and securities segregated, goodwill and identifiable intangibles plus financial instruments sold, not yet purchased (net of derivative liabilities). At November 30, 2015, August 31, 2015 and November 30, 2014, adjusted assets were $31,639 million, $37,241 million and $36,906 million, respectively. We believe that adjusted assets is a meaningful measure as it excludes certain assets that are considered of lower risk as they are generally self-financed by customer liabilities through our securities lending activities.

(10) Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets less goodwill and identifiable intangible assets divided by tangible member's equity. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio.

(11) Leverage ratio - excluding impacts of the Leucadia transaction (a non-GAAP financial measure) is calculated as follows:

(12) VaR estimates the potential loss in value of our trading positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value at risk" in Part II, Item 7 "Management's Discussion and Analysis" in our Annual Report on Form 10-K for the year ended November 30, 2014.

CONTACT:
Jefferies Group LLC
Peregrine C. Broadbent, 212-284-2338
Chief Financial Officer