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 June 30, 2017 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 o 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 o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x The number of shares outstanding of each of the issuer’s classes of common stock at July 26, 2017 was 358,635,534.

PART I. FINANCIAL INFORMATION Item I. Financial Statements. LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Financial Condition June 30, 2017 and December 31, 2016 (Dollars in thousands, except par value) (Unaudited) June 30, December 31, 2017 2016 ASSETS Cash and cash equivalents $ 4,661,937 $ 3,807,558 Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing 919,011 857,337 and depository organizations Financial instruments owned, including securities pledged of $10,705,731 and $9,706,881: Trading assets, at fair value 15,249,061 14,985,237 Available for sale securities 336,055 301,049 Total financial instruments owned 15,585,116 15,286,286 Investments in managed funds 503,294 515,318 Loans to and investments in associated companies 2,239,423 2,125,098 Securities borrowed 7,900,395 7,743,562 Securities purchased under agreements to resell 4,345,461 3,862,488 Receivables 5,874,580 4,425,178 Property, equipment and leasehold improvements, net 728,409 709,242 Intangible assets, net and goodwill 2,488,543 2,513,678 Deferred tax asset, net 1,322,443 1,461,815 Assets held for sale — 128,083 Other assets 1,807,490 1,635,664 Total assets (1) $ 48,376,102 $ 45,071,307 LIABILITIES Short-term borrowings $ 439,140 $ 525,842 Trading liabilities, at fair value 9,122,566 8,388,619 Securities loaned 3,446,853 2,819,132 Securities sold under agreements to repurchase 8,621,427 6,791,676 Other secured financings 763,043 1,026,429 Payables, expense accruals and other liabilities 6,785,079 7,373,708 Long-term debt 8,084,886 7,380,443 Total liabilities (1) 37,262,994 34,305,849 Commitments and contingencies MEZZANINE EQUITY Redeemable noncontrolling interests 307,943 336,809 Mandatorily redeemable convertible preferred shares 125,000 125,000 EQUITY Common shares, par value $1 per share, authorized 600,000,000 shares; 358,644,711 and 359,425,061 shares issued and outstanding, after deducting 57,748,307 and 56,947,654 shares held in treasury 358,645 359,425 Additional paid-in capital 4,843,966 4,812,587 Accumulated other comprehensive income 350,442 310,697 Retained earnings 4,938,254 4,645,391 Total Leucadia National Corporation shareholders’ equity 10,491,307 10,128,100 Noncontrolling interests 188,858 175,549 Total equity 10,680,165 10,303,649 Total $ 48,376,102 $ 45,071,307 (1) Total assets include assets related to variable interest entities of $854.5 million and $815.8 million at June 30, 2017 and December 31, 2016, respectively, and Total liabilities include liabilities related to variable interest entities of $966.0 million and $1,284.7 million at June 30, 2017 and December 31, 2016, respectively. See Note 8 for additional information related to variable interest entities. See notes to interim consolidated financial statements. 2

LEUCADIA NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations For the periods ended June 30, 2017 and 2016 (In thousands, except per share amounts) (Unaudited) For the Three Months For the Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Revenues: Beef processing services $ 1,874,495 $ 1,797,380 $ 3,433,518 $ 3,428,751 Commissions 152,643 146,157 298,465 301,981 Principal transactions 226,035 262,347 642,536 159,864 Investment banking 351,863 253,046 759,884 483,976 Interest income 249,598 231,593 473,228 463,609 Net realized securities gains 1,111 7,414 1,571 8,142 Other 133,970 143,379 460,882 202,302 Total revenues 2,989,715 2,841,316 6,070,084 5,048,625 Interest expense of Jefferies 257,335 215,958 469,722 408,161 Net revenues 2,732,380 2,625,358 5,600,362 4,640,464 Expenses: Cost of sales 1,820,551 1,776,370 3,353,645 3,424,422 Compensation and benefits 491,573 458,091 995,756 847,498 Floor brokerage and clearing fees 44,435 43,591 90,293 84,070 Interest 27,834 22,706 55,218 45,024 Depreciation and amortization 50,717 50,769 100,227 100,379 Selling, general and other expenses 186,692 186,259 367,974 373,514 2,621,802 2,537,786 4,963,113 4,874,907 Income (loss) before income taxes and income (loss) related to associated companies 110,578 87,572 637,249 (234,443) Income (loss) related to associated companies 14,104 51,890 (114,470) 71,942 Income (loss) before income taxes 124,682 139,462 522,779 (162,501) Income tax provision (benefit) 50,620 68,850 154,794 (14,511) Net income (loss) 74,062 70,612 367,985 (147,990) Net loss attributable to the noncontrolling interests 1,446 760 1,969 1,812 Net income attributable to the redeemable noncontrolling interests (16,300) (13,068) (28,322) (17,382) Preferred stock dividends (1,015) (1,015) (2,031) (2,031) Net income (loss) attributable to Leucadia National Corporation common shareholders $ 58,193 $ 57,289 $ 339,601 $ (165,591) Basic earnings (loss) per common share attributable to Leucadia National Corporation common shareholders: Net income (loss) $ 0.16 $ 0.15 $ 0.92 $ (0.44) Diluted earnings (loss) per common share attributable to Leucadia National Corporation common shareholders: Net income (loss) $ 0.16 $ 0.15 $ 0.91 $ (0.44) Dividends per common share $ 0.0625 $ 0.0625 $ 0.1250 $ 0.1250 See notes to interim consolidated financial statements. 3