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.
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-
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-
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-
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-
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-
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-
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-
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-
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-
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-
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-
EXHIBIT INDEX Exhibit Exemption Number Description Indication ------ ----------- ---------- 27 Financial Data Schedule.