SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-5721
LEUCADIA NATIONAL CORPORATION
(Exact name of registrant as specified in its Charter)
New York 13-2615557
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
315 Park Avenue South, New York, New York 10010-3607
(Address of principal executive offices) (Zip Code)
(212) 460-1900
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
---------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES [ ] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, at May 6, 1997: 60,795,807.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
(Dollars in thousands, except par value)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------------- ---------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Available for sale (aggregate cost of $2,055,596 and $1,926,201) $2,030,675 $1,928,938
Trading securities (aggregate cost of $27,889 and $32,317) 27,507 31,030
Held to maturity (aggregate fair value of $64,570 and $68,198) 65,001 68,202
Policyholder loans 5,127 4,955
Other investments, including accrued interest income 51,987 68,059
---------- ----------
Total investments 2,180,297 2,101,184
Cash and cash equivalents 331,225 299,472
Reinsurance receivable, net 252,721 246,946
Trade, notes and other receivables, net 476,840 456,088
Prepaids and other assets 223,088 222,141
Property, equipment and leasehold improvements, net 88,479 89,640
Deferred policy acquisition costs 43,213 41,654
Deferred income taxes 86,939 81,102
Separate and variable accounts 445,627 436,992
Investments in associated companies 224,529 206,384
Net assets of discontinued operations 143,316 149,758
---------- ----------
Total $4,496,274 $4,331,361
========== ==========
LIABILITIES
Customer banking deposits $ 206,299 $ 209,261
Trade payables and expense accruals 170,782 187,561
Other liabilities 135,925 120,753
Income taxes payable 43,789 42,240
Policy reserves 1,258,232 1,253,445
Unearned premiums 446,859 431,323
Separate and variable accounts 445,017 435,937
Debt, including current maturities 523,703 523,366
---------- ----------
Total liabilities 3,230,606 3,203,886
---------- ----------
Minority interest 9,292 9,368
---------- ----------
Company-obligated mandatorily redeemable preferred securities of
subsidiary trust holding solely Company securities 150,000 -
---------- ----------
SHAREHOLDERS' EQUITY
Common shares, par value $1 per share, authorized 150,000,000 shares;
60,460,018 and 60,417,579 shares issued and outstanding, after deducting
54,355,052 and 54,353,691 shares held in treasury 60,460 60,418
Additional paid-in capital 161,402 161,026
Net unrealized gain (loss) on investments (23,110) 1,759
Retained earnings 907,624 894,904
---------- ----------
Total shareholders' equity 1,106,376 1,118,107
---------- ----------
Total $4,496,274 $4,331,361
========== ==========
</TABLE>
See notes to interim consolidated financial statements.
-2-
<PAGE>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
(In thousands, except per share amounts)
<S> <C> <C>
REVENUES:
Insurance revenues and commissions $203,135 $212,188
Manufacturing 35,951 38,377
Finance 10,609 13,311
Investment and other income 69,702 59,374
Net securities gains 2,172 7,061
Equity in losses of associated companies (11,011) (378)
-------- --------
310,558 329,933
-------- --------
EXPENSES:
Provision for insurance losses and policy benefits 175,412 181,651
Amortization of deferred policy acquisition costs 21,484 25,567
Manufacturing cost of goods sold 25,002 28,364
Interest 12,958 13,879
Salaries 19,353 19,953
Selling, general and other expenses 44,062 50,000
-------- --------
298,271 319,414
-------- --------
Income from continuing operations before income taxes and
minority expense of trust preferred securities 12,287 10,519
-------- --------
Income taxes:
Current 1,715 1,367
Deferred 3,064 1,768
-------- --------
4,779 3,135
-------- --------
Income from continuing operations before minority expense
of trust preferred securities 7,508 7,384
Minority expense of trust preferred securities, net of taxes 1,757 -
-------- --------
Income from continuing operations 5,751 7,384
Income from discontinued operations, net of taxes 6,969 8,217
-------- --------
Net income $ 12,720 $ 15,601
======== ========
Earnings per common and dilutive common equivalent share:
Income from continuing operations $ .09 $ .12
Income from discontinued operations .12 .14
----- -----
Net income $ .21 $ .26
===== =====
Fully diluted earnings per common share:
Income from continuing operations $ .09 $ .12
Income from discontinued operations .12 .14
----- -----
Net income $ .21 $ .26
===== =====
</TABLE>
See notes to interim consolidated financial statements.
-3-
<PAGE>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
(Thousands of dollars)
<S> <C> <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 12,720 $ 15,601
Adjustments to reconcile net income to net cash (used for) operations:
Provision for deferred income taxes 4,302 4,990
Depreciation and amortization of property, equipment and leasehold improvements 4,341 4,567
Other amortization 24,093 29,073
Provision for doubtful accounts 3,952 4,630
Net securities (gains) (5,395) (8,294)
Equity in losses of associated companies 11,011 378
Minority expense of trust preferred securities, net of taxes 1,757 -
Gain on disposal of real estate, property and equipment (9,332) (2,690)
Purchases of investments classified as trading (77,674) (93,509)
Proceeds from sales of investments classified as trading 65,538 89,681
Deferred policy acquisition costs incurred and deferred (27,938) (35,488)
Net change in:
Reinsurance receivable (4,569) (13,301)
Trade, notes and other receivables (42,041) (60,007)
Prepaids and other assets (33,486) (12,012)
Trade payables and expense accruals (16,706) (4,559)
Other liabilities 15,389 31,829
Income taxes payable 2,213 2,201
Policy reserves 2,846 (21,226)
Unearned premiums 15,032 22,905
Other 553 721
-------- --------
Net cash (used for) operating activities (53,394) (44,510)
-------- --------
NET CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of real estate, property, equipment and leasehold improvements (6,758) (9,257)
Proceeds from disposals of real estate, property and equipment 15,009 9,962
Advances on loan receivables (20,066) (34,093)
Principal collections on loan receivables 28,070 40,307
Purchases of investments (other than short-term) (696,499) (730,094)
Proceeds from maturities of investments 204,300 196,242
Proceeds from sales of investments 390,933 617,950
-------- --------
Net cash provided by (used for) investing activities (85,011) 91,017
-------- --------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings 327 439
Net change in customer banking deposits (2,912) 7,073
Net change in policyholder account balances 1,507 (2,215)
Issuance of Company-obligated mandatorily redeemable
preferred securities of subsidiary trust 147,636 -
Reduction of long-term debt (779) (27,812)
-------- --------
Net cash provided by (used for) financing activities 145,779 (22,515)
-------- --------
Net increase in cash and cash equivalents 7,374 23,992
Cash and cash equivalents at January 1, 386,807 266,158
-------- --------
Cash and cash equivalents at March 31, $394,181 $290,150
======== ========
</TABLE>
See notes to interim consolidated financial statements.
-4-
<PAGE>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the three months ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Net
Common Unrealized
Shares Additional Gain
$1 Par Paid-In (Loss) on Retained
Value Capital Investments Earnings Total
----- ------- ----------- -------- -----
(Thousands of dollars)
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1996 $60,164 $159,914 $ 30,086 $861,327 $1,111,491
Exercise of options to purchase
common shares 96 749 845
Purchase of stock for treasury (9) (199) (208)
Net change in unrealized gain (loss)
on investments (29,014) (29,014)
Net income 15,601 15,601
------- -------- -------- -------- ----------
Balance, March 31, 1996 $60,251 $160,464 $ 1,072 $876,928 $1,098,715
======= ======== ======== ======== ==========
Balance, January 1, 1997 $60,418 $161,026 $ 1,759 $894,904 $1,118,107
Exercise of options to purchase
common shares 44 411 455
Purchase of stock for treasury (2) (35) (37)
Net change in unrealized gain (loss)
on investments (24,869) (24,869)
Net income 12,720 12,720
------- -------- -------- -------- ----------
Balance, March 31, 1997 $60,460 $161,402 $(23,110) $907,624 $1,106,376
======= ======== ======== ======== ==========
</TABLE>
See notes to interim consolidated financial statements.
-5-
<PAGE>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited interim consolidated financial statements, which reflect
all adjustments (consisting only of normal recurring items) that
management believes necessary to present fairly results of interim
operations, should be read in conjunction with the Notes to Consolidated
Financial Statements (including the Summary of Significant Accounting
Policies) included in the Company's audited consolidated financial
statements for the year ended December 31, 1996, which are included in
the Company's Annual Report filed on Form 10-K for such year (the "1996
10-K"). Results of operations for interim periods are not necessarily
indicative of annual results of operations. The consolidated balance
sheet at December 31, 1996 was extracted from the audited annual
financial statements and does not include all disclosures required by
generally accepted accounting principles for annual financial
statements.
On April 30, 1997, the Company signed an agreement to sell its
subsidiaries, Colonial Penn Life Insurance Company and Providential Life
Insurance Company and certain related assets, including its health
insurance operations, to Conseco, Inc. for $460,000,000, including
$400,000,000 in notes secured by non-cancellable letters of credit and
$60,000,000 in cash. These companies are principally engaged in the sale
of graded benefit life insurance policies through direct marketing and
agent-sold Medicare supplement insurance. The sale is subject to
customary terms and conditions, including the receipt of regulatory
approvals, and is expected to close in the third quarter of 1997. The
Company expects to report a pre-tax gain of approximately $300,000,000
upon consummation of the transaction. These companies have been
classified as discontinued operations and prior periods' Consolidated
Balance Sheets and Consolidated Statements of Income have been restated
to conform with this presentation. See Note 5 below for additional
information.
Certain amounts for prior periods have been reclassified to be
consistent with the 1997 presentation.
2. In January 1997, the Company sold $150,000,000 aggregate liquidation
amount of 8.65% trust issued preferred securities of its wholly-owned
subsidiary, Leucadia Capital Trust I, (the "Trust"). These
Company-obligated mandatorily redeemable preferred securities have an
effective maturity date of January 15, 2027 and represent undivided
beneficial interests in the Trust's assets, which consist solely of
$154,640,000 principal amount of 8.65% Junior Subordinated Deferrable
Interest Debentures due 2027 of the Company. Considered together, the
"back-up undertakings" of the Company related to the Trust's preferred
securities constitute a full and unconditional guarantee by the Company
of the Trust's obligations under the preferred securities.
3. In February 1997, the Company replaced its $150,000,000 bank credit
agreement facilities and its $50,000,000 of outstanding bank term loans
with a new contractual bank credit facility of $200,000,000. The new
facility bears interest based on the prime rate or LIBOR and expires in
February 2002.
4. On March 12, 1997, the Company called for redemption on April 11, 1997
all of its outstanding $100,000,000 5 1/4% Convertible Subordinated
Debentures due 2003 (the "5 1/4% Debentures"), at a redemption price of
102.625% of the principal amount of the Debentures, plus accrued
interest through April 11, 1997. The redemption date, but not the
interest accrual period, was subsequently extended through June 12,
1997. The funds to be used for this redemption are expected to be
derived from either working capital or borrowings under the Company's
credit facility.
-6-
<PAGE>
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED:
5. The components of net assets of discontinued operations included in the
consolidated balance sheets are as follows (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
<S> <C> <C>
Investments $ 696,473 $ 688,936
Cash and cash equivalents 62,956 87,335
Separate account assets 109,888 109,082
Deferred policy acquisition costs 66,757 64,013
Other 69,064 62,967
---------- ----------
Total assets 1,005,138 1,012,333
---------- ----------
Policy reserves 686,766 687,200
Separate account liabilities 109,888 109,082
Other 65,168 66,293
---------- ----------
Total liabilities 861,822 862,575
---------- ----------
Net assets of discontinued operations $ 143,316 $ 149,758
========== ==========
</TABLE>
A summary of the results of discontinued operations is as follows for
the three month periods ended March 31, 1997 and 1996 (in thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Revenues $61,257 $54,573
------- -------
Expenses:
Provision for insurance losses and policy benefits 39,955 32,324
Other operating expenses 10,581 9,690
------- -------
50,536 42,014
------- -------
Income before income taxes 10,721 12,559
Income taxes 3,752 4,342
------- -------
Income from discontinued operations, net of taxes $ 6,969 $ 8,217
======= =======
</TABLE>
6. Earnings per share amounts were calculated by dividing net income by the
sum of the weighted average number of common shares outstanding and the
incremental weighted average number of shares issuable upon exercise of
outstanding options for the periods they were outstanding. The number of
shares used to calculate earnings per share amounts was 60,614,000 for
1997 and 60,586,000 for 1996. Conversion of the outstanding 5 1/4%
Debentures was not assumed in calculating fully diluted earnings per
share amounts for both periods since the effect of such assumed
conversion would have been to increase earnings per share.
7. Cash paid for interest and income taxes (net of refunds) was $11,171,000
and $2,016,000 respectively, for the three month period ended March 31,
1997 and $14,092,000 and $287,000, respectively, for the three month
period ended March 31, 1996.
-7-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF INTERIM OPERATIONS.
The following should be read in conjunction with the Management's Discussion and
Analysis of Financial Condition and Results of Operations included in the 1996
10-K.
LIQUIDITY AND CAPITAL RESOURCES
During each of the three month periods ended March 31, 1997 and 1996, the
Company operated profitably. For the three month period ended March 31, 1997,
net cash was used for operations, principally to fund its capital commitments in
Pepsi International Bottlers as described below. For the three month period
ended March 31, 1996, net cash was used for operations, principally to settle
the Proposition 103 liability and to reinsure a block of single premium deferred
annuity business.
In April 1996, the Company formed a joint venture, Pepsi International Bottlers
("PIB"), with PepsiCo, Inc. to be the exclusive bottler and distributor of
PepsiCo beverages in a large portion of central and eastern Russia, Kyrgyzstan
and Kazakstan. The Company and PepsiCo have committed to make capital
contributions to PIB of $79,500,000 and $26,500,000, respectively. As of
December 31, 1996, the Company contributed $51,000,000; the balance was funded
in January 1997. After reflecting its share of losses since inception, the book
value of the Company's investment was $53,715,000 at March 31, 1997. In February
1997, the Company, PepsiCo and PIB signed a term sheet with third party lenders
to provide $90,000,000 of additional financing to PIB. Actual funding will
require satisfactory negotiation and execution of definitive loan agreements, as
well as, among other things, a license from the Russian Central Bank. Pending
satisfaction of such requirements, bridge financing to PIB to cover operating
costs and capital expenditures will be necessary. The Company estimates that its
share of the bridge financing should not exceed $37,500,000.
In January 1997, the Company sold $150,000,000 aggregate liquidation amount of
8.65% trust issued preferred securities of its wholly-owned subsidiary, Leucadia
Capital Trust I (the "Trust"). These Company-obligated mandatorily redeemable
preferred securities have an effective maturity date of January 15, 2027 and
represent undivided beneficial interests in the Trust's assets, which consist
solely of $154,640,000 principal amount of 8.65% Junior Subordinated Deferrable
Interest Debentures due 2027 of the Company. Considered together, the "back-up
undertakings" of the Company related to the Trust's preferred securities
constitute a full and unconditional guarantee by the Company of the Trust's
obligations under the preferred securities.
In February 1997, the Company replaced its $150,000,000 bank credit agreement
facilities and its $50,000,000 of outstanding bank term loans with a new
contractual bank credit facility of $200,000,000. The new facility bears
interest based on the prime rate or LIBOR and expires in February 2002. The
Company utilized $50,000,000 of the new facility as of March 31, 1997.
On March 12, 1997, the Company called for redemption on April 11, 1997 all of
its outstanding $100,000,000 5 1/4% Convertible Subordinated Debentures due 2003
(the "5 1/4% Debentures"), at a redemption price of 102.625% of the principal
amount of the Debentures, plus accrued interest through April 11, 1997. The
redemption date, but not the interest accrual period, was subsequently extended
through June 12, 1997. The funds to be used for this redemption are expected to
be derived from either working capital or borrowings under the Company's
credit facility.
On April 30, 1997, the Company signed an agreement to sell its subsidiaries,
Colonial Penn Life Insurance Company and Providential Life Insurance Company and
certain related assets, including its health insurance operations, to Conseco,
Inc. for $460,000,000, including $400,000,000 in notes secured by
non-cancellable letters of credit and $60,000,000 in cash. These companies are
principally engaged in the sale of graded benefit life insurance policies
through direct marketing and agent-sold Medicare supplement insurance. The sale
is subject to customary terms and conditions, including the receipt of
regulatory approvals, and is expected to close in the third quarter of 1997. The
Company expects to report a pre-tax gain of approximately $300,000,000 upon
consummation of the transaction.
-8-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF INTERIM OPERATIONS, CONTINUED.
On May 8, 1997, the Company signed an agreement to sell a real estate investment
for $100,000,000 payable in cash. The Company expects to report a pre-tax gain
of approximately $38,000,000 upon consummation of the transaction which is
expected to occur in June 1997.
As more fully described in the 1996 10-K, securities classified as "available
for sale" are carried at fair value with unrealized gains and losses reflected
as a separate component of shareholders' equity, net of taxes. Principally as a
result of increases in market interest rates during 1997, the unrealized gain on
investments at the end of 1996 decreased to an unrealized loss of $23,110,000 as
of March 31, 1997. While this has resulted in a decrease in shareholders' equity
and book value per share, it had no effect on results of operations or cash
flows.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 1996
Earned premium revenues of the Colonial Penn P&C Group were $126,165,000 and
$126,697,000 for the three month periods ended March 31, 1997 and 1996,
respectively. Earned premiums from voluntary automobile policies were 16.8%
higher during 1997 as compared to 1996, and voluntary automobile policies in
force at March 31, 1997 increased 2.7% from December 31, 1996. This growth in
voluntary automobile business was offset by the continued depopulation of state
assigned risk automobile pools and reduced service fee business.
Earned premium revenues and commissions of the Empire Group were $75,796,000 and
$84,537,000 for the three month periods ended March 31, 1997 and 1996,
respectively. The decrease in earned premiums principally relates to the
depopulation of the assigned risk automobile pools and reduced volume in certain
commercial lines resulting from tighter underwriting standards and increased
competition.
The Company's loss ratios for its property and casualty operations were as
follows:
1997 1996
---- ----
Loss Ratio:
GAAP 86.7% 86.0%
SAP 85.6% 82.7%
Expense Ratio:
GAAP 16.1% 18.3%
SAP 15.3% 16.6%
Combined Ratio:
GAAP 102.8% 104.3%
SAP 100.9% 99.3%
The provision for insurance losses and policy benefits includes catastrophe
losses estimated at approximately $500,000 and $3,000,000 for the three month
periods ended March 31, 1997 and 1996, respectively. The combined ratios of the
Colonial Penn P&C Group increased due to increased levels of new voluntary
automobile business for which higher loss reserves are provided than on renewal
business. The expense ratios of the Empire Group decreased reflecting certain
unusual expense charges which were recorded during the first quarter of 1996.
The difference between the SAP and GAAP combined ratios during 1996 principally
reflects an adjustment to SAP reinsurance reserves and accounting for certain
expenses which are treated differently under SAP and GAAP.
-9-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF INTERIM OPERATIONS, CONTINUED.
The manufacturing segment reported operating profits in 1997 as compared to
operating losses in 1996. Although manufacturing revenues decreased in 1997
principally due to the disposal of certain non-performing businesses in 1996,
gross profit and pre-tax results for this segment improved in 1997 as compared
to 1996 primarily due to improved margins at the plastics division and the 1996
dispositions.
Finance revenues and operating profits reflect the level of consumer instalment
loans. Such loans approximated $219,799,000 at March 31, 1997 and $233,351,000
at December 31, 1996. The decrease in finance revenues was partially offset by
reduced expenses and decreased losses on automobile loans. The Company expects
that the increased level of competition in its automobile lending business will
continue and, together with the Company's tightened underwriting standards and
the generally lower rates being offered by competitors, is likely to result in a
further contraction in the size of this portfolio.
Investment and other income increased in 1997 as compared to 1996 principally
due to higher investment yields and increased gains from sales of real estate
properties.
Equity in losses of associated companies increased in 1997 primarily due to
start-up losses from the Company's equity investment in PIB of $8,510,000. The
Company anticipates that PIB will continue to experience operating losses during
the period that PIB is building production, distribution capacity and market
share.
The decrease in selling, general and other expenses in 1997 as compared to 1996
principally reflects decreased operating expenses of real estate properties,
decreased expenses relating to certain investment activities, including
exploring investment opportunities in Russia, and lower provisions for bad debts
in the banking and lending segment.
The 1996 provision for income taxes reflects reductions for the favorable
resolution of certain federal income tax contingencies and the recognition of
additional deferred tax benefits.
The number of shares used to calculate earnings per share amounts was 60,614,000
for 1997 and 60,586,000 for 1996. For fully diluted per share amounts, the
5 1/4% Debentures were not assumed to have been converted in both periods since
the effect of such assumed conversion would have been to increase earnings per
share.
-10-
<PAGE>
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
A) EXHIBITS.
27 Financial Data Schedule.
B) REPORTS ON FORM 8-K.
The Company filed a current report on Form 8-K dated
January 14, 1997 which sets forth information under Item
5. Other Events and Item 7. Financial Statements, Pro
Forma Financial Statements and Exhibits.
-11-
<PAGE>
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 thereunto duly authorized.
LEUCADIA NATIONAL CORPORATION
(Registrant)
Date: May 14, 1997 By: /s/ Barbara L. Lowenthal
----------------------------------
Barbara L. Lowenthal
Vice President and Comptroller
(Chief Accounting Officer)
-12-
<PAGE>
EXHIBIT INDEX
Exhibit Exemption
Number Description Indication
------ ----------- ----------
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE BODY OF THE ACCOMPANYING FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 331,225
<SECURITIES> 2,180,297
<RECEIVABLES> 729,561
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 88,479
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,496,274
<CURRENT-LIABILITIES> 0
<BONDS> 523,703
0
0
<COMMON> 60,460
<OTHER-SE> 1,045,916
<TOTAL-LIABILITY-AND-EQUITY> 4,496,274
<SALES> 35,951
<TOTAL-REVENUES> 310,558
<CGS> 25,002
<TOTAL-COSTS> 221,898
<OTHER-EXPENSES> 63,415
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,958
<INCOME-PRETAX> 12,287
<INCOME-TAX> 4,779
<INCOME-CONTINUING> 5,751
<DISCONTINUED> 6,969
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,720
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
