LEUCADIA NATIONAL CORPORATION (Exact name of registrant as specified - PDF document

UNITED STATES 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 September 30, 2016 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) 520 Madison Avenue, New York, New York 10022 (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 _____ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES X NO _____ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o (Do not check if a smaller reporting company) Non-accelerated filer o Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES _____ NO X The number of shares outstanding of each of the issuer’s classes of common stock at October 27, 2016 was 360,021,955.

PART I. FINANCIAL INFORMATION Item I. Financial Statements. LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Financial Condition September 30, 2016 and December 31, 2015 (Dollars in thousands, except par value) (Unaudited) September 30, December 31, 2016 2015 ASSETS Cash and cash equivalents $ 3,278,975 $ 3,638,648 Cash and securities segregated and on deposit for regulatory purposes or deposited with 1,026,865 751,084 clearing and depository organizations Financial instruments owned, including securities pledged of $10,458,629 and $12,207,123: Trading assets, at fair value 15,597,243 18,293,090 Available for sale securities 350,666 207,355 Total financial instruments owned 15,947,909 18,500,445 Investments in managed funds 556,971 603,720 Loans to and investments in associated companies 2,105,088 1,757,369 Securities borrowed 8,460,736 6,975,136 Securities purchased under agreements to resell 4,038,194 3,854,746 Receivables 4,169,139 3,830,967 Property, equipment and leasehold improvements, net 715,198 721,875 Intangible assets, net and goodwill 2,594,329 2,648,362 Deferred tax asset, net 1,513,163 1,575,368 Other assets 1,699,448 1,473,464 Total assets $ 46,106,015 $ 46,331,184 LIABILITIES Short-term borrowings $ 432,235 $ 310,659 Trading liabilities, at fair value 7,999,156 6,840,430 Securities loaned 2,930,376 3,014,300 Securities sold under agreements to repurchase 8,130,434 9,966,868 Other secured financings 907,257 908,741 Payables, expense accruals and other liabilities 7,765,740 7,107,081 Long-term debt 7,232,261 7,400,582 Total liabilities 35,397,459 35,548,661 Commitments and contingencies MEZZANINE EQUITY Redeemable noncontrolling interests 346,079 191,633 Mandatorily redeemable convertible preferred shares 125,000 125,000 EQUITY Common shares, par value $1 per share, authorized 600,000,000 shares; 359,671,338 and 362,617,423 shares issued and outstanding, after deducting 56,701,377 and 53,755,292 359,671 362,617 shares held in treasury Additional paid-in capital 4,807,989 4,986,819 Accumulated other comprehensive income 360,681 438,793 Retained earnings 4,531,329 4,612,982 Total Leucadia National Corporation shareholders’ equity 10,059,670 10,401,211 Noncontrolling interests 177,807 64,679 Total equity 10,237,477 10,465,890 Total $ 46,106,015 $ 46,331,184 See notes to interim consolidated financial statements. 2

LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations For the periods ended September 30, 2016 and 2015 (In thousands, except per share amounts) (Unaudited) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 Revenues: Beef processing services $ 1,746,841 $ 1,863,040 $ 5,175,592 $ 5,709,835 Commissions 152,044 172,284 454,025 512,714 Principal transactions 299,066 (253,145) 458,930 548,328 Investment banking 294,930 389,820 778,906 1,044,877 Interest income 226,648 238,468 690,257 724,782 Net realized securities gains 60 236 8,202 24,418 Other 164,121 155,320 366,423 432,713 Total revenues 2,883,710 2,566,023 7,932,335 8,997,667 Interest expense 207,335 199,927 615,496 607,425 Net revenues 2,676,375 2,366,096 7,316,839 8,390,242 Expenses: Cost of sales 1,689,093 1,937,288 5,113,515 5,909,878 Compensation and benefits 418,715 375,495 1,266,213 1,303,634 Floor brokerage and clearing fees 40,189 45,307 124,259 159,100 Interest 23,121 30,666 68,145 93,821 Depreciation and amortization 52,691 58,466 153,070 166,146 Selling, general and other expenses 239,160 215,302 612,674 536,779 2,462,969 2,662,524 7,337,876 8,169,358 Income (loss) from continuing operations before income taxes and income related to associated companies 213,406 (296,428) (21,037) 220,884 Income related to associated companies 36,503 24,243 108,445 94,501 Income (loss) from continuing operations before income taxes 249,909 (272,185) 87,408 315,385 Income tax provision (benefit) 73,703 (90,273) 59,192 107,834 Income (loss) from continuing operations 176,206 (181,912) 28,216 207,551 Income from discontinued operations, net of income tax provision of $0, $231, $0 and $231 — 429 — 429 Gain on disposal of discontinued operations, net of income tax provision of $0, $700, $0 and $700 — 1,300 — 1,300 Net income (loss) 176,206 (180,183) 28,216 209,280 Net loss attributable to the noncontrolling interests 1,870 1,238 3,682 1,828 Net (income) loss attributable to the redeemable noncontrolling interests (22,702) 6,788 (40,084) 15,931 Preferred stock dividends (1,016) (1,016) (3,047) (3,047) Net income (loss) attributable to Leucadia National Corporation common shareholders $ 154,358 $ (173,173) $ (11,233) $ 223,992 (continued) See notes to interim consolidated financial statements. 3

LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations, continued For the periods ended September 30, 2016 and 2015 (In thousands, except per share amounts) (Unaudited) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 Basic earnings (loss) per common share attributable to Leucadia National Corporation common shareholders: Income (loss) from continuing operations $ 0.41 $ (0.47) $ (0.03) $ 0.59 Income from discontinued operations — — — — Gain on disposal of discontinued operations — — — — Net income (loss) $ 0.41 $ (0.47) $ (0.03) $ 0.59 Diluted earnings (loss) per common share attributable to Leucadia National Corporation common shareholders: Income (loss) from continuing operations $ 0.41 $ (0.47) $ (0.03) $ 0.59 Income from discontinued operations — — — — Gain on disposal of discontinued operations — — — — Net income (loss) $ 0.41 $ (0.47) $ (0.03) $ 0.59 Amounts attributable to Leucadia National Corporation common shareholders: Income (loss) from continuing operations, net of taxes $ 154,358 $ (174,902) $ (11,233) $ 222,263 Income from discontinued operations, net of taxes — 429 — 429 Gain on disposal of discontinued operations, net of taxes — 1,300 — 1,300 Net income (loss) $ 154,358 $ (173,173) $ (11,233) $ 223,992 See notes to interim consolidated financial statements. 4