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, 2002 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 3, 2002: 55,333,007.
PART I - FINANCIAL INFORMATION Item 1. Financial Statements. LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets March 31, 2002 and December 31, 2001 (Dollars in thousands, except par value) <TABLE> <CAPTION> March 31, December 31, 2002 2001 ---------- ---------- (Unaudited) <S> <C> <C> ASSETS Investments: Available for sale (aggregate cost of $432,799 and $675,170) $ 490,815 $ 722,544 Trading securities (aggregate cost of $49,415 and $68,547) 47,569 63,850 Held to maturity (aggregate fair value of $563 and $1,665) 564 1,666 Other investments, including accrued interest income 6,817 18,272 ---------- ---------- Total investments 545,765 806,332 Cash and cash equivalents 624,756 376,542 Trade, notes and other receivables, net 571,301 616,507 Prepaids and other assets 258,861 256,937 Property, equipment and leasehold improvements, net 163,086 162,160 Investments in associated companies 339,175 358,761 ---------- ---------- Total $2,502,944 $2,577,239 ========== ========== LIABILITIES Customer banking deposits $ 435,011 $ 476,495 Trade payables and expense accruals 66,700 85,296 Other liabilities 208,970 224,997 Income taxes payable 116,447 124,692 Deferred tax liability 18,893 13,766 Debt, including current maturities 334,173 343,276 ---------- ---------- Total liabilities 1,180,194 1,268,522 ---------- ---------- Commitments and contingencies Minority interest 10,108 15,064 ---------- ---------- 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; 55,323,307 and 55,318,257 shares issued and outstanding, after deducting 63,119,084 and 63,117,584 shares held in treasury 55,323 55,318 Additional paid-in capital 54,883 54,791 Accumulated other comprehensive income 20,811 14,662 Retained earnings 1,083,425 1,070,682 ---------- ---------- Total shareholders' equity 1,214,442 1,195,453 ---------- ---------- Total $2,502,944 $2,577,239 ========== ========== </TABLE> See notes to interim consolidated financial statements. 2
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations For the three months ended March 31, 2002 and 2001 (In thousands, except per share amounts) (Unaudited) <TABLE> <CAPTION> 2002 2001 ---- ---- <S> <C> <C> Revenues: Manufacturing $ 12,388 $ 13,648 Finance 24,704 27,712 Investment and other income 34,739 45,971 Equity in income of associated companies 30,530 8,315 Net securities gains (losses) (9,005) 2,768 -------- -------- 93,356 98,414 -------- -------- Expenses: Manufacturing cost of goods sold 8,292 9,688 Interest 9,844 14,580 Salaries 10,862 12,718 Selling, general and other expenses 42,456 39,521 -------- -------- 71,454 76,507 -------- -------- Income from continuing operations before income taxes, minority expense of trust preferred securities and cumulative effect of a change in accounting principle 21,902 21,907 Income taxes 7,778 7,755 -------- -------- Income from continuing operations before minority expense of trust preferred securities and cumulative effect of a change in accounting principle 14,124 14,152 Minority expense of trust preferred securities, net of taxes 1,381 1,381 -------- -------- Income from continuing operations before cumulative effect of a change in accounting principle 12,743 12,771 Loss from discontinued operations, net of taxes -- (32,669) -------- -------- Income (loss) before cumulative effect of a change in accounting principle 12,743 (19,898) Cumulative effect of a change in accounting principle -- 411 -------- -------- Net income (loss) $ 12,743 $(19,487) ======== ======== Basic earnings (loss) per common share: Income from continuing operations before cumulative effect of a change in accounting principle $ .23 $ .23 Loss from discontinued operations -- (.59) Cumulative effect of a change in accounting principle -- .01 -------- -------- Net income (loss) $ .23 $ (.35) ======== ======== Diluted earnings (loss) per common share: Income from continuing operations before cumulative effect of a change in accounting principle $ .23 $ .23 Loss from discontinued operations -- (.59) Cumulative effect of a change in accounting principle -- .01 -------- -------- Net income (loss) $ .23 $ (.35) ======== ======== </TABLE> See notes to interim consolidated financial statements. 3
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For the three months ended March 31, 2002 and 2001 (In thousands) (Unaudited) <TABLE> <CAPTION> 2002 2001 ---- ---- <S> <C> <C> Net cash flows from operating activities: Net income (loss) $ 12,743 $ (19,487) Adjustments to reconcile net income (loss) to net cash provided by (used for)operations: Cumulative effect of a change in accounting principle -- (411) Provision (benefit) for deferred income taxes 1,162 (13,131) Depreciation and amortization of property, equipment and leasehold improvements 4,912 3,878 Other amortization (primarily related to investments) (232) (1,851) Provision for doubtful accounts 7,038 9,163 Net securities (gains) losses 9,005 (2,768) Equity in income of associated companies (30,530) (8,315) Gain on disposal of real estate, property and equipment, and other assets (3,101) (5,950) Investments classified as trading, net 1,190 4,449 Net change in: Trade and other receivables 11,182 4,695 Prepaids and other assets 43 (2,962) Trade payables and expense accruals (9,360) (15,106) Other liabilities (501) 31,740 Income taxes payable (8,245) 2,746 Other (2,434) 1,080 Net change in net assets of discontinued operations -- 50,381 --------- --------- Net cash provided by (used for) operating activities (7,128) 38,151 --------- --------- Net cash flows from investing activities: Acquisition of real estate, property and equipment, and other assets (15,724) (8,049) Proceeds from disposals of real estate, property and equipment, and other assets 15,092 14,544 Advances on loan receivables (18,471) (81,829) Principal collections on loan receivables 46,541 48,884 Advances on notes receivables (450) (2,117) Collections on notes receivables 71 36,538 Investments in associated companies (25) (3,803) Distributions from associated companies 31,948 28,767 Purchases of investments (other than short-term) (118,027) (272,732) Proceeds from maturities of investments 233,432 42,178 Proceeds from sales of investments 130,419 78,234 --------- --------- Net cash provided by (used for) investing activities 304,806 (119,385) --------- --------- Net cash flows from financing activities: Net change in customer banking deposits (41,108) 8,788 Issuance of long-term debt, net of issuance costs 4,825 -- Reduction of long-term debt (13,062) (2,788) Purchase of common shares for treasury (51) -- --------- --------- Net cash provided by (used for) financing activities (49,396) 6,000 --------- --------- Effect of foreign exchange rate changes on cash (68) (4,504) --------- --------- Net increase (decrease) in cash and cash equivalents 248,214 (79,738) Cash and cash equivalents at January 1, 376,542 529,812 --------- --------- Cash and cash equivalents at March 31, $ 624,756 $ 450,074 ========= ========= </TABLE> See notes to interim consolidated financial statements. 4
LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Shareholders' Equity For the three months ended March 31, 2002 and 2001 (In thousands, except par value) (Unaudited) <TABLE> <CAPTION> Common Accumulated Shares Additional Other $1 Par Paid-In Comprehensive Retained Value Capital Income (Loss) Earnings Total -------- --------- -------------- --------- -------- <S> <C> <C> <C> <C> <C> Balance, January 1, 2001 $ 55,297 $ 54,340 $ 2,585 $1,092,019 $1,204,241 ---------- Comprehensive loss: Net change in unrealized gain (loss) on investments (519) (519) Net change in unrealized foreign exchange gain (loss) (10,545) (10,545) Net change in unrealized gain (loss) on derivative instruments (including the cumulative effect of a change in accounting principle of $1,371) (613) (613) Net loss (19,487) (19,487) ---------- Comprehensive loss (31,164) ---------- Exercise of options to purchase common shares 10 216 226 -------- -------- -------- ---------- ---------- Balance, March 31, 2001 $ 55,307 $ 54,556 $ (9,092) $1,072,532 $1,173,303 ======== ======== ======== ========== ========== Balance, January 1, 2002 $ 55,318 $ 54,791 $ 14,662 $1,070,682 $1,195,453 ---------- Comprehensive income: Net change in unrealized gain (loss) on investments 7,263 7,263 Net change in unrealized foreign exchange gain (loss) (1,467) (1,467) Net change in unrealized gain (loss) on derivative instruments 353 353 Net income 12,743 12,743 ---------- Comprehensive income 18,892 ---------- Exercise of options to purchase common shares 6 142 148 Purchase of stock for treasury (1) (50) (51) -------- -------- -------- ---------- ---------- Balance, March 31, 2002 $ 55,323 $ 54,883 $ 20,811 $1,083,425 $1,214,442 ======== ======== ======== ========== ========== </TABLE> See notes to interim consolidated financial statements. 5
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, 2001, which are included in the Company's Annual Report filed on Form 10-K for such year (the "2001 10-K"). Results of operations for interim periods are not necessarily indicative of annual results of operations. The consolidated balance sheet at December 31, 2001 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 2002 presentation. 2. Certain information concerning the Company's segments for the three month periods ended March 31, 2002 and 2001 is presented in the following table. Prior period amounts have been reclassified for the domestic real estate operations, which were previously included in Other Operations. <TABLE> <CAPTION> 2002 2001 ---- ---- (In thousands) <S> <C> <C> Revenues: Banking and lending $ 28,677 $ 29,068 Foreign real estate 5,259 5,921 Domestic real estate 8,379 9,741 Manufacturing 12,408 13,699 Other operations 7,578 13,443 Equity in associated companies 30,530 8,315 Corporate 525 18,227 -------- -------- Total consolidated revenues $ 93,356 $ 98,414 ======== ======== Income (loss) from continuing operations before income taxes, minority expense of trust preferred securities and cumulative effect of a change in accounting principle: Banking and lending $ 4,065 $ (719) Foreign real estate 2,152 1,381 Domestic real estate 243 3,044 Manufacturing 1,230 742 Other operations 292 5,646 Equity in associated companies 30,530 8,315 Corporate (16,610) 3,498 -------- -------- Total consolidated income from continuing operations before income taxes, minority expense of trust preferred securities and cumulative effect of a change in accounting principle $ 21,902 $ 21,907 ======== ======== </TABLE> 6
Notes to Interim Consolidated Financial Statements, continued 3. The Company accounts for its investment in Berkadia under the equity method of accounting. At March 31, 2002, the book value of the Company's equity investment in Berkadia was negative $111,400,000, which is included in other liabilities in the consolidated balance sheet. As more fully described in the 2001 10-K, the negative carrying amount results from Berkadia's distribution of loan fees received and the Company's recognition in 2001 of its share of The FINOVA Group Inc.'s ("FINOVA") non-cash losses recorded by Berkadia, partially offset by the Company's share of Berkadia's income related to Berkadia's loan to FINOVA. The Company has guaranteed 10% of Berkadia's debt and, although the Company has no cash investment in Berkadia, it records its share of any losses recorded by Berkadia up to the amount of the guarantee. As of April 30, 2002, the outstanding amount of the guarantee was $320,000,000. For the three month period ended March 31, 2002, the Company's equity in the income of Berkadia consists of the following (in thousands): <TABLE> <CAPTION> <S> <C> Net interest spread on the Berkadia loan - 10% of total $ 2,100 Amortization of Berkadia loan discount related to cash fees - 50% of total 7,100 Amortization of Berkadia loan discount related to FINOVA stock - 50% of total 11,200 -------- Equity in income of associated companies - Berkadia $ 20,400 ======== </TABLE> The amortization of the Berkadia loan discount has been accelerated as a result of principal payments on the Berkadia loan that were greater than expected at the time the loan was made. For the three months ended March 31, 2002, the effect of this acceleration was to increase the Company's equity in income of Berkadia by approximately $6,600,000. Loan repayments from FINOVA are unlikely to continue at the pace experienced to date. 4. A summary of accumulated other comprehensive income (loss) at March 31, 2002 and December 31, 2001 is as follows (in thousands): <TABLE> <CAPTION> <S> <C> <C> March 31, December 31, 2002 2001 -------- --------- Net unrealized gains on investments $ 38,944 $ 31,681 Net unrealized foreign exchange losses (18,079) (16,612) Net unrealized losses on derivative instruments (54) (407) -------- -------- $ 20,811 $ 14,662 ======== ======== </TABLE> 5. Included in investment and other income for the three month periods ended March 31, 2002 and 2001 are income (charges) of $2,700,000 and $(1,100,000), respectively, as a result of accounting for its derivative financial instruments in accordance with Statement of Financial Accounting Standards No. 133 ("SFAS 133"). 6. Per share amounts were calculated by dividing net income (loss) by the sum of the weighted average number of common shares outstanding and, for diluted earnings (loss) per share, the incremental weighted average number of shares issuable upon exercise of outstanding options and warrants for the periods they were outstanding. The number of shares used to calculate basic earnings (loss) per share amounts was 55,320,000 and 55,299,000 for the three month periods ended March 31, 2002 and 2001, respectively. The number of shares used to calculate diluted earnings (loss) per share amounts was 55,588,000 and 55,299,000 for the three month periods ended March 31, 2002 and 2001, respectively. For 2001, options and warrants to purchase approximately 347,000 weighted average shares of common stock were outstanding but were not included in the computation of diluted earnings (loss) per share, as those options and warrants were antidilutive. 7
Notes to Interim Consolidated Financial Statements, continued 7. Cash paid for interest and income taxes (net of refunds) was $12,700,000 and $14,100,000, respectively, for the three month period ended March 31, 2002 and $15,000,000 and $100,000, respectively, for the three month period ended March 31, 2001. 8. As disclosed in the 2001 10-K, in connection with its audit of the Company's consolidated federal income tax returns for the years 1996 through 1999, the Internal Revenue Service ("IRS") had issued Notices of Proposed Adjustments that, if sustained, would have resulted in approximately $80,000,000 of tax, plus interest. The Company believes that it is adequately reserved for this exposure. In April 2002, the IRS revised these Notices of Proposed Adjustments. The Company has agreed to these revised Notices of Proposed Adjustments, as well as other adjustments proposed by the IRS, which in total resulted in the payment of $326,000. Although the Company has agreed to the IRS adjustments, until the statute of limitations expires on December 31, 2002, the IRS has the right to propose additional adjustments. 9. In April 2002, the Company entered into an agreement to sell its interest in Fidei, its foreign real estate subsidiary, to an unrelated third party for total proceeds of approximately 70,000,000 Euros (approximately $61,000,000), which is expected to close during the second quarter of 2002. The Company expects to record a gain of approximately $20,000,000 on this transaction. 8
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 2001 10-K. Liquidity and Capital Resources For the three month period ended March 31, 2002, net cash was used for operations principally as a result of the payment of income taxes. For the three month period ended March 31, 2001, net cash was provided by operations. As of March 31, 2002, the Company's readily available cash, cash equivalents and marketable securities, excluding those amounts held by its regulated subsidiaries, totaled $813,100,000. This amount is comprised of cash and short-term bonds and notes of the United States Government and its agencies of $500,600,000 (62%), the equity investment in White Mountains Insurance Group, Ltd. of $129,500,000 (16%) and other publicly traded debt and equity securities aggregating $183,000,000 (22%). Additional sources of liquidity as of March 31, 2002 include $165,900,000 of cash and marketable securities collateralizing letters of credit. As a result of principal payments, as of April 30, 2002, the Company's guarantee of Berkadia's financing has been reduced to $320,000,000. Results of Operations Three Months Ended March 31, 2002 Compared to the Three Months Ended March 31, 2001 Finance revenues, which reflect the level and mix of consumer instalment loans, decreased in the three month period ended March 31, 2002 as compared to the similar period in 2001 due to fewer average loans outstanding. Average loans outstanding during the three month period ended March 31, 2002 were $491,000,000 as compared to $524,300,000 during the three month period ended March 31, 2001. Pre-tax results for the banking and lending segment increased for the first quarter of 2002 as compared to 2001, however, primarily due to changes in market values of interest rate swaps, lower interest expense due to reduced customer banking deposits and lower interest rates thereon, a lower provision for loan losses largely due to the reduced amount of new loans, and less salaries expense, partially offset by greater net interest paid on interest rate swaps. The reduction in loans and salaries resulted from the Company's decision in September 2001 to stop originating subprime automobile loans and subsequently to consolidate its operations, as more fully described in the 2001 10-K. Pre-tax results for the banking and lending segment for the three month periods ended March 31, 2002 and 2001 reflect $1,900,000 and $(3,200,000), respectively, of income (charges) primarily resulting from marking-to-market its interest rate swaps. The Company uses interest rate swaps to manage the impact of interest rate changes on its customer banking deposits. Although the Company believes that these derivative financial instruments serve as economic hedges, they do not meet certain effectiveness criteria under SFAS 133, and therefore are not accounted for as hedges. Fidei's revenues declined in the first quarter of 2002 as compared to 2001 primarily due to lower investment income and decreased rent income due to the smaller base of remaining real estate properties, partially offset by increased gains from sales of real estate properties. Pre-tax results increased for 2002, however, principally due to lower interest expense reflecting the maturity and early extinguishments of certain debt in 2001 and lower rental operations expense. In April 2002, the Company entered into an agreement to sell its interest in Fidei to an unrelated third party for total proceeds of approximately 70,000,000 Euros (approximately $61,000,000), which is expected to close during the second quarter of 2002. The Company expects to record a gain of approximately $20,000,000 on this transaction. 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Interim Operations, continued. Revenues and pre-tax income from domestic real estate declined in the first quarter of 2002 as compared to the same period in 2001. This reduction was principally due to less rent income, largely due to the sale of one of the Company's shopping centers in the fourth quarter of 2001, less income from property sales and greater operating costs, partially offset by increased revenues from the Company's Hawaiian hotel, which it began operating in the third quarter of 2001. Although manufacturing revenues declined in the first quarter of 2002 as compared to the same period in 2001, gross profit and pre-tax income increased. The $1,300,000 decline in revenues primarily reflected reductions in the consumer products market due to a customer for the Asian market no longer using one of the Company's products, and in the agricultural markets, partially offset by increased sales in the home furnishings and construction markets. Gross profit and pre-tax results for 2002 increased slightly as compared to 2001 principally due to lower raw material costs and plant personnel reductions partially offset by higher fixed costs relating to the Belgium manufacturing facility. Investment and other income decreased in the three month period ended March 31, 2002 as compared to the three month period ended March 31, 2001 principally due to a reduction in investment income of $8,000,000 resulting from a decline in interest rates, a $5,500,000 decline in revenues from the Company's gas operations due to lower production and prices, less rent income, as discussed above, and less income from domestic property sales. Such decreases were partially offset by increased income of $3,800,000 related to its derivative financial instruments, increased revenues from the Company's Hawaiian hotel and increased gains from Fidei's sale of real estate properties. The increase in equity in income of associated companies in the first quarter of 2002 as compared to the same period in 2001 was primarily due to income from the Company's equity investment in Berkadia LLC. As more fully described in Note 3 of Notes to Interim Consolidated Financial Statements, the Company recognized $20,400,000 of income from this investment in 2002, of which $18,300,000 related to the amortization of discount from the Berkadia loan. Equity in income of associated companies also included $2,900,000 of income from the Company's equity investment in Olympus Re Holdings, Ltd., an investment the Company made in December 2001. Such increases were partially offset by $5,500,000 less income from the Company's equity investment in Jefferies Partners Opportunity Fund II, LLC. Net securities gains (losses) for the three months ended March 31, 2002 includes a provision of $5,000,000 to write down the Company's equity investment in a non-public fund. The decline in interest expense in the first quarter of 2002 as compared to the same period in 2001 was principally due to lower interest expense at the banking and lending segment due to reduced customer banking deposits and lower interest rates thereon and lower interest expense at Fidei attributable to the maturity and early extinguishment of certain debt in 2001. 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 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Interim Operations, continued. 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, increased competition in the reinsurance markets, the adequacy of loss and loss adjustment expense reserves, prevailing interest rate levels, weather related conditions that may affect the Company's operations or investments, developments in property and casualty claims handling, including adverse litigation developments, that could adversely affect the liquidation plan of the Empire Group, the Company's ability to manage the claims runoff of the Empire Group, changes in U.S. real estate markets, including the residential market in Southern California and the commercial market in Hawaii, changes in the commercial real estate market in France, increased competition in the super premium wine industry, adverse economic, political or environmental developments in Spain that could delay or preclude the issuance of permits necessary to develop the Company's copper mining rights or could result in increased costs of bringing the project to completion, increased costs in financing the development of these mining rights, decreases in world wide copper prices, increased competition in the international and domestic plastics market and increased raw material costs, increased default rates and decreased value of assets pledged to the Company, the Company's ability to generate new loan products, the impact of the September 11, 2001 terrorist attacks on the U.S. and world economies in general and on the business and operations of FINOVA's and the Company's subsidiaries, the ability of FINOVA Capital to repay the Berkadia loan, further deterioration in the value of the assets pledged by FINOVA and FINOVA Capital in connection with the Berkadia loan, 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. 11
PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. a) Exhibits. None. b) Reports on Form 8-K. The Company filed a current report on Form 8-K dated February 8, 2002 which sets forth information under Item 5. Other Events. 12
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 8, 2002 By: /s/ Barbara L. Lowenthal ------------------------ Barbara L. Lowenthal Vice President and Comptroller (Chief Accounting Officer) 13