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, 2000
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 8, 2000: 55,296,728.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2000 and December 31, 1999
(Dollars in thousands, except par value)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Available for sale (aggregate cost of $980,452 and $945,227) $ 983,869 $ 944,667
Trading securities (aggregate cost of $154,728 and $138,679) 170,495 168,285
Held to maturity (aggregate fair value of $19,860 and $23,983) 20,206 24,403
Other investments, including accrued interest income 29,068 33,138
----------- -----------
Total investments 1,203,638 1,170,493
Cash and cash equivalents 197,515 296,058
Reinsurance receivables, net 41,678 38,086
Trade, notes and other receivables, net 925,820 876,411
Prepaids and other assets 415,517 418,447
Property, equipment and leasehold improvements, net 189,030 184,850
Deferred policy acquisition costs 13,888 11,845
Investments in associated companies 133,170 74,037
----------- -----------
Total $ 3,120,256 $ 3,070,227
=========== ===========
LIABILITIES
Customer banking deposits $ 353,808 $ 329,301
Trade payables and expense accruals 325,166 292,677
Other liabilities 81,419 79,076
Income taxes payable 121,506 113,391
Deferred tax liability 39,131 30,423
Policy reserves 407,987 443,042
Unearned premiums 70,786 61,916
Debt, including current maturities 490,039 483,309
----------- -----------
Total liabilities 1,889,842 1,833,135
----------- -----------
Minority interest 16,410 16,904
----------- -----------
Company-obligated mandatorily redeemable preferred securities of
subsidiary trust holding solely subordinated debt securities of the Company 98,200 98,200
----------- -----------
SHAREHOLDERS' EQUITY
Common shares, par value $1 per share, authorized 150,000,000 shares; 55,296,728
and 56,801,728 shares issued and outstanding, after deducting
63,116,263 and 61,611,263 shares held in treasury 55,297 56,802
Additional paid-in capital 54,340 84,929
Accumulated other comprehensive (loss) (9,241) (9,578)
Retained earnings 1,015,408 989,835
----------- -----------
Total shareholders' equity 1,115,804 1,121,988
----------- -----------
Total $ 3,120,256 $ 3,070,227
=========== ===========
</TABLE>
See notes to interim consolidated financial statements.
-1-
<PAGE>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
For the three months ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
(In thousands, except per share amounts)
<S> <C> <C>
REVENUES:
Insurance revenues and commissions $ 27,966 $ 46,744
Manufacturing 17,595 13,850
Finance 18,301 9,790
Investment and other income 60,418 231,615
Equity in income (losses) of associated companies 3,309 (3,076)
Net securities gains (losses) 29,366 (338)
--------- ---------
156,955 298,585
--------- ---------
EXPENSES:
Provision for insurance losses and policy benefits 25,599 39,642
Amortization of deferred policy acquisition costs 5,936 10,233
Manufacturing cost of goods sold 10,947 9,037
Interest 13,154 13,689
Salaries 15,224 10,516
Selling, general and other expenses 44,812 36,028
--------- ---------
115,672 119,145
--------- ---------
Income from continuing operations before income taxes, minority
expense of trust preferred securities and extraordinary gain 41,283 179,440
--------- ---------
Income taxes:
Current 9,472 19,870
Deferred 5,419 9,975
--------- ---------
14,891 29,845
--------- ---------
Income from continuing operations before minority expense
of trust preferred securities and extraordinary gain 26,392 149,595
Minority expense of trust preferred securities, net of taxes 1,381 1,381
--------- ---------
Income from continuing operations before extraordinary gain 25,011 148,214
Income from discontinued operations, net of taxes -- 8,101
--------- ---------
Income before extraordinary gain 25,011 156,315
Extraordinary gain on early extinguishment of debt, net of taxes 562 --
--------- ---------
Net income $ 25,573 $ 156,315
========= =========
Basic earnings per common share:
Income from continuing operations $ .45 $ 2.42
Income from discontinued operations -- .13
Extraordinary gain .01 --
--------- ---------
Net income $ .46 $ 2.55
========= =========
Diluted earnings per common share:
Income from continuing operations $ .45 $ 2.42
Income from discontinued operations -- .13
Extraordinary gain .01 --
--------- ---------
Net income $ .46 $ 2.55
========= =========
See notes to interim consolidated financial statements.
</TABLE>
-2-
<PAGE>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the three months ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION> 2000 1999
---- ----
(In thousands)
<S> <C> <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 25,573 $ 156,315
Adjustments to reconcile net income to net cash provided by (used for) operations:
Extraordinary gain, net of taxes (562) --
Provision for deferred income taxes 5,419 9,975
Depreciation and amortization of property, equipment and leasehold improvements 4,733 3,128
Other amortization 6,633 6,907
Provision for doubtful accounts 7,041 2,870
Net securities (gains) losses (29,366) 338
Equity in (income) losses of associated companies (3,309) 3,076
(Gain) on disposal of real estate, property and equipment (8,612) (7,346)
(Gain) on sales of PIB, Caja and S&H in 1999 -- (169,063)
Investments classified as trading, net (4,189) (2,547)
Deferred policy acquisition costs incurred and deferred (7,979) (9,877)
Net change in:
Reinsurance receivables (3,592) (1,032)
Trade, notes and other receivables (8,140) 6,045
Prepaids and other assets (5,192) 425
Net assets of discontinued operations -- (7,771)
Trade payables and expense accruals (17,013) 39,088
Other liabilities (3,915) 451
Income taxes payable 8,115 41,739
Policy reserves (35,055) (27,746)
Unearned premiums 8,870 (2,468)
Other 4,959 1,687
--------- ---------
Net cash provided by (used for) operating activities (55,581) 44,194
--------- ---------
NET CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of real estate, property, equipment and leasehold improvements (19,523) (47,674)
Proceeds from disposals of real estate, property and equipment 23,574 24,535
Proceeds from sales of PIB, Caja and S&H in 1999 -- 165,851
Advances on loan receivables (77,890) (33,377)
Principal collections on loan receivables 37,036 21,997
Investments in associated companies (56,232) (10,012)
Distributions from associated companies 510 22,568
Purchases of investments (other than short-term) (384,297) (654,509)
Proceeds from maturities of investments 30,673 637,289
Proceeds from sales of investments 401,522 368,983
--------- ---------
Net cash provided by (used for) investing activities (44,627) 495,651
--------- ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings 30,350 (19,798)
Net change in customer banking deposits 23,297 6,755
Reduction of long-term debt (14,902) (682)
Purchase of common shares for treasury (32,094) (52,119)
--------- ---------
Net cash provided by (used for) financing activities 6,651 (65,844)
--------- ---------
Effect of foreign exchange rate changes on cash (4,986) (3,415)
--------- ---------
Net (decrease) increase in cash and cash equivalents (98,543) 470,586
Cash and cash equivalents at January 1, 296,058 459,690
--------- ---------
Cash and cash equivalents at March 31, $ 197,515 $ 930,276
========= =========
</TABLE>
See notes to interim consolidated financial statements.
-3-
<PAGE>
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Equity
For the three months ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
Common Accumulated
Shares Additional Other
$1 Par Paid-In Comprehensive Retained
Value Capital Income (Loss) Earnings Total
--------- ---------- ------------- -------- -----
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1999 $ 61,985 $ 205,227 $ (771) $1,586,718 $1,853,159
----------
Comprehensive income:
Net change in unrealized gain (loss)
on investments 1,896 1,896
Net change in unrealized foreign
exchange gain (loss) (2,275) (2,275)
Net income 156,315 156,315
----------
Comprehensive income 155,936
----------
Purchase of stock for treasury (1,760) (50,988) (52,748)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 1999 $ 60,225 $ 154,239 $ (1,150) $1,743,033 $1,956,347
========== ========== ========== ========== ==========
Balance, January 1, 2000 $ 56,802 $ 84,929 $ (9,578) $ 989,835 $1,121,988
----------
Comprehensive income:
Net change in unrealized gain (loss)
on investments 2,644 2,644
Net change in unrealized foreign
exchange gain (loss) (2,307) (2,307)
Net income 25,573 25,573
----------
Comprehensive income 25,910
----------
Purchase of stock for treasury (1,505) (30,589) (32,094)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 2000 $ 55,297 $ 54,340 $ (9,241) $1,015,408 $1,115,804
========== ========== ========== ========== ==========
</TABLE>
See notes to interim consolidated financial statements.
-4-
<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, 1999, which are included in the Company's Annual Report filed
on Form 10-K for such year (the "1999 10-K"). Results of operations for
interim periods are not necessarily indicative of annual results of
operations. The consolidated balance sheet at December 31, 1999 was
extracted from the audited annual financial statements and does not include
all disclosures required by generally accepted accounting principles for
annual financial statements.
Certain amounts for prior periods have been reclassified to be consistent
with the 2000 presentation.
2. Certain information concerning the Company's segments for the three month
periods ended March 31, 2000 and 1999 is as follows (in thousands):
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Revenues:
Property and casualty insurance $ 37,321 $ 59,874
Banking and lending 23,132 10,953
Foreign real estate (a) 7,031 12,748
Manufacturing 17,597 13,850
Other operations (b) 25,903 181,586
--------- ---------
Total revenue for reportable segments 110,984 279,011
Equity in associated companies 3,309 (3,076)
Corporate (c) 42,662 22,650
--------- ---------
Total consolidated revenues $ 156,955 $ 298,585
========= =========
Income (loss) from continuing operations before income taxes, minority
expense of trust preferred securities and extraordinary gain:
Property and casualty insurance $ (1,464) $ 1,712
Banking and lending 1,545 2,737
Foreign real estate (a) 767 3,074
Manufacturing 3,116 1,703
Other operations (b) 11,746 172,887
--------- ---------
Total income from continuing operations before income taxes,
minority expense of trust preferred securities and
extraordinary gain for reportable segments 15,710 182,113
Equity in associated companies 3,309 (3,076)
Corporate (c) 22,264 403
--------- ---------
Total consolidated income from continuing operations before
income taxes, minority expense of trust preferred securities
and extraordinary gain $ 41,283 $ 179,440
========= =========
(a) Foreign real estate consists of the operations of Compagnie Fonciere
FIDEI ("Fidei"). These operations were previously included in the
other operations segment.
(b) Includes pre-tax gains on sale of Caja de Ahorro y Seguro S.A.("Caja")
($120,793,000), The Sperry and Hutchinson Company, Inc. ("S&H")
($18,725,000)and Pepsi International Bottlers ("PIB")($29,545,000) for
the three month period ended March 31, 1999, as more fully discussed
in the 1999 10-K.
(c) In 2000, includes a pre-tax gain of approximately $24,600,000 on the
sale of Jordan Telecommunication Products, Inc.
</TABLE>
-5-
<PAGE>
Notes to Interim Consolidated Financial Statements, continued
3. In January 2000, the Company sold its 10% equity interest in Jordan
Telecommunication Products, Inc. for $27,000,000. The Company recorded a
pre-tax gain of approximately $24,600,000 in the first quarter of 2000.
Further consideration of approximately $7,500,000 may be received in the
future upon the favorable resolution of certain contingencies.
4. The Company repurchased 1,505,000 Common Shares for an aggregate cost of
approximately $32,094,000 from January 1, 2000 through May 8, 2000. The
Company is currently authorized to repurchase an additional 4,495,000
Common Shares, after considering all repurchases through May 8, 2000. Such
purchases may be made from time to time in the open market, through block
trades or otherwise. Depending on market conditions and other factors, such
purchases may be commenced or suspended at any time without prior notice.
5. During the first quarter of 2000, Fidei repurchased approximately
$10,200,000 (approximately 10,700,000 Euros) principal amount of its Euro
denominated debt and recognized an extraordinary gain on its extinguishment
of $562,000, net of taxes.
6. Results of discontinued operations for the three month period ended March
31, 1999 include revenues of $12,466,000, income before income taxes of
$12,481,000 and net income of $8,101,000. Results for 1999 include the
recognition of a pre-tax gain of approximately $10,300,000, as a result of
the partial conversion to assumption reinsurance of a prior reinsurance
transaction for which the gain was previously deferred.
7. Earnings per share amounts were calculated by dividing net income by the
sum of the weighted average number of common shares outstanding and, for
diluted earnings per share, 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 basic earnings per
share amounts was 56,052,000 for 2000 and 61,338,000 for 1999. The number
of shares used to calculate diluted earnings per share amounts was
56,052,000 for 2000 and 61,393,000 for 1999.
8. Cash paid for interest and income taxes (net of refunds) was $14,133,000
and $613,000, respectively, for the three month period ended March 31, 2000
and $12,314,000 and $(22,342,000), respectively, for the three month period
ended March 31, 1999.
9. In June 1999, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133 ("SFAS 133")", which will be effective for fiscal years beginning after
June 15, 2000. The Company is reviewing the impact of the implementation of
SFAS 133 on the Company's financial position and results of operations.
-6-
<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 1999
10-K.
Liquidity and Capital Resources
During each of the three month periods ended March 31, 2000 and 1999, the
Company operated profitably. For the three month period ended March 31, 2000 net
cash was used for operations principally as a result of a decrease in premiums
written and the payment of claims at the Empire Group. For the three month
period ended March 31, 1999 net cash was provided by operations.
As of March 31, 2000, the Company's readily available cash, cash equivalents and
marketable securities, excluding those amounts held by its regulated
subsidiaries and the Company's investment in Fidelity National Financial, Inc.
("FNF"), totaled $241,600,000. Additional sources of liquidity as of March 31,
2000 include $151,900,000 of cash and marketable securities collateralizing
letters of credit and $107,200,000 of cash, cash equivalents and marketable
securities held by Fidei. In addition, the book value of the principal amount of
promissory notes from Conseco, Inc., which are fully collateralized by
non-cancelable letters of credit (the "Conseco Notes"), was $250,000,000 at
March 31, 2000. In April 2000, the Company entered into a total return swap
agreement with one of its banks pursuant to which it sold $100,000,000 principal
amount of Conseco Notes. Under the agreement, the Company has an obligation to
repurchase the same principal amount of Conseco Notes upon maturity, which is
January 3, 2003, or earlier under certain limited circumstances.
As of May 8, 2000, the Company has acquired almost 10% of the common stock of
FNF, a publicly traded title insurance holding company, for approximately
$89,000,000.
In January 2000, the Company sold its 10% equity interest in Jordan
Telecommunication Products, Inc. for $27,000,000. The Company recorded a pre-tax
gain of approximately $24,600,000 in the first quarter of 2000, which is
reflected in net securities gains. Further consideration of approximately
$7,500,000 may be received in the future upon the favorable resolution of
certain contingencies.
In January 2000, the Company committed to invest up to $100,000,000 in the
equity of a limited liability company (the "LLC") of which $50,000,000 was
advanced during the first quarter of 2000 and the remaining $50,000,000 was
funded in April 2000. The LLC is managed and controlled by a third party
investment manager and invests in high yield securities. The Company may redeem
its interest in the LLC annually beginning on December 31, 2001, or otherwise in
certain specified circumstances. The Company accounts for this investment on the
equity method.
In December 1999, the Company's Board of Directors increased to 6,000,000 the
maximum number of its Common Shares that the Company is authorized to purchase.
Such purchases may be made from time to time in the open market, through block
trades or otherwise. Depending on market conditions and other factors, such
purchases may be commenced or suspended at any time without prior notice. During
the first quarter of 2000, the Company repurchased 1,505,000 Common Shares for
an aggregate cost of approximately $32,094,000.
Results of Operations
Three Months Ended March 31, 2000 Compared to the Three Months Ended March 31,
1999
Net earned premium revenues of the Empire Group were $27,966,000 and $46,744,000
for the three month periods ended March 31, 2000 and 1999, respectively. While
earned premiums declined in almost all lines of business, the most significant
reductions were in assigned risk automobile, voluntary private passenger
automobile, commercial package policies and homeowners. As discussed in the 1999
10-K, as a result of poor operating results, the Empire Group is no longer
entering into new assigned risk contracts. Effective January 1, 2000, all policy
renewal obligations have been assigned to another insurance company. However,
-7-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Interim Operations, continued
the Empire Group remains liable for the claim settlement costs for assigned risk
claims that occurred during the policy term. The decline in voluntary private
passenger automobile resulted from tighter underwriting standards, increased
competition and the Empire Group's decision to no longer accept new policies
from those agents who historically have had poor underwriting results. The
Empire Group's termination of certain unprofitable agents has also adversely
affected premium volume in other lines of business.
The Empire Group's loss ratios were as follows:
2000 1999
---- ----
Loss Ratio:
GAAP 91.7% 85.1%
SAP 91.7% 85.1%
Expense Ratio:
GAAP 44.3% 35.3%
SAP 37.6% 34.1%
Combined Ratio:
GAAP 136.0% 120.4%
SAP 129.3% 119.2%
During the first quarter of 2000, the Empire Group experienced unfavorable
development principally in assigned risk and private passenger automobile lines
of business and reserves were strengthened by $3,000,000. While the dollar
amount of reserve strengthening was the same in each period, the reduction in
earned premiums in 2000 resulted in a higher loss ratio on a percentage basis.
The current accident year loss ratios declined slightly from the prior year.
Expense ratios increased due to higher allocated loss adjustment expense
payments, reduced service fees and overhead costs which, although lower, have
not declined proportionally with premiums.
The Empire Group has begun to implement an expense reduction program to more
closely align its expenses with its current volume of business. Through May 1,
2000, staff reductions have resulted in the elimination of 122 job positions,
representing approximately 23% of the December 31, 1999 workforce. In certain
instances, particularly in the claims department, the cost savings from the
reductions will be partially offset by increased outsourcing expenses. The
Empire Group will continue to examine its overhead costs and additional staff
reductions are likely to occur in 2000.
Manufacturing revenues, gross profit and pre-tax results for this segment
increased in 2000 principally due to strong demand for the Company's products.
The gross profit for the manufacturing segment increased 38% in 2000 as compared
to 1999 as net sales increased in almost every market. Such product demand
reflects the continued strong U.S. economy and includes the introduction of new
products in both domestic and international markets.
Finance revenues reflect the level and mix of consumer instalment loans.
Although finance revenues increased due to greater average loans outstanding,
operating profit declined primarily due to an increase in the provision for loan
losses for the larger volume of loans outstanding. Average loans outstanding
during the first quarter of 2000 were $348,323,000 as compared to $188,257,000
during the first quarter of 1999. This increase was primarily due to the
acquisition in 1999 of Tranex Credit Corp. and increased new loan originations.
Investment and other income primarily declined in 2000 as compared to 1999 due
to gains recognized in 1999 from the sale of Caja de Ahorro y Seguro S.A., The
Sperry and Hutchinson Company, Inc. and Pepsi International Bottlers aggregating
$169,063,000, as discussed more fully in the 1999 10-K. Investment and other
income also decreased in 2000 as compared to 1999 due to a reduction in
investment income, resulting primarily from the payment of dividends and debt
repurchases in 1999, reduced investment assets held by the Empire Group and
decreased rent income and gains from sales of real estate properties primarily
related to Fidei. During the first quarter of 2000, Fidei sold 3 properties; 85
properties remain at March 31, 2000, all of which are currently being
-8-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Interim Operations, continued
marketed for sale. In addition to recognizing fewer gains from property sales in
2000 as compared to 1999, Fidei recorded lower rent income due to its smaller
base of remaining real estate properties. Investment and other income in 2000
also reflects revenues relating to MK Gold Company, which the Company began
consolidating in the fourth quarter of 1999.
The increase in selling, general and other expenses in 2000 as compared to 1999
principally reflects higher provisions for loan losses due to the greater volume
of loans outstanding, as described above, and expenses relating to MK Gold
Company.
Income tax expense for 1999 reflects the utilization of capital loss
carryforwards.
The number of shares used to calculate basic earnings per share amounts was
56,052,000 for 2000 and 61,338,000 for 1999. The number of shares used to
calculate diluted earnings per share was 56,052,000 for 2000 and 61,393,000 for
1999.
Cautionary Statement for Forward-Looking Information
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Interim Operations may contain forward-looking
statements. Such forward-looking statements are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements may relate, but are not limited, to projections of revenues, income
or loss, capital expenditures, fluctuations in insurance reserves, plans for
growth and future operations, competition and regulation as well as assumptions
relating to the foregoing. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted or quantified. When
used in this Management's Discussion and Analysis of Financial Condition and
Results of Interim Operations, the words "estimates", "expects", "anticipates",
"believes", "plans", "intends" and variations of such words and similar
expressions are intended to identify forward-looking statements that involve
risks and uncertainties. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the
forward-looking statements. The factors that could cause actual results to
differ materially from those suggested by any such statements include, but are
not limited to, those discussed or identified from time to time in the Company's
public filings, including general economic and market conditions, changes in
foreign and domestic laws, regulations and taxes, changes in competition and
pricing environments, regional or general changes in asset valuation, the
occurrence of significant natural disasters, the inability to reinsure certain
risks economically, the adequacy of loss reserves, prevailing interest rate
levels, weather related conditions that may affect the Company's operations,
adverse environmental developments in Spain that could delay or preclude the
issuance of permits necessary to develop the Company's Spanish mining rights and
changes in the composition of the Company's assets and liabilities through
acquisitions or divestitures. 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
Management's Discussion and Analysis of Financial Condition and Results of
Interim Operations or to reflect the occurrence of unanticipated events.
-9-
<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
February 1, 2000 which sets forth information under Item 5.
Other Events and Item 7. Financial Statements and Exhibits.
-10-
<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 11, 2000 By /s/ Barbara L. Lowenthal
---------------------------
Barbara L. Lowenthal
Vice President and Comptroller
(Chief Accounting Officer)
-11-
<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-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 197,515
<SECURITIES> 1,203,638
<RECEIVABLES> 967,498
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
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0
0
<COMMON> 55,297
<OTHER-SE> 1,060,507
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<CGS> 10,947
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<INCOME-TAX> 14,891
<INCOME-CONTINUING> 25,011
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<EXTRAORDINARY> 562
<CHANGES> 0
<NET-INCOME> 25,573
<EPS-BASIC> .46
<EPS-DILUTED> .46
</TABLE>
