UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 40-F

[Check one]o

Registration statement pursuant to section 12 of the Securities Exchange Act of 1934orý

Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2016            Commission File Number: 1-31556


FAIRFAX FINANCIAL HOLDINGS LIMITED(Exact name of Registrant as specified in its charter)

Canada(Province or other jurisdiction of incorporation or organization)

6331(Primary Standard Industrial Classification Code Number (if applicable))

95 Wellington Street WestSuite 800Toronto, Ontario CanadaM5J 2N7(416)
 367-4941(Address and telephone number of Registrant's principal executive offices)

Not Applicable(I.R.S. Employer Identification Number (if applicable))

CT Corporation System111 Eighth Avenue, 13th FloorNew York, NY 10011U.S.A.(212) 894-8700(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities
registered pursuant to Section 12(b) of the Act: Not Applicable

Securities
registered or to be registered pursuant to Section 12(g) of the Act: Subordinate Voting Shares

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not Applicable

For
annual reports, indicate by check mark the information filed with this Form:ýAnnual information form    ýAudited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

Subordinate Voting Shares

22,344,796Multiple Voting Shares

1,548,000


Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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

ý

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

o

No

o






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PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report on Form 40-F



DISCLOSURE CONTROLS AND PROCEDURES

Certifications

The required disclosure is included in Exhibits 99.8 and 99.9 hereto.

Evaluation of Disclosure Controls and Procedures

The Registrant's chief executive officer and its chief financial officer, after evaluating the effectiveness of the Registrant's
disclosure controls and procedures, as of the end of the period covered by this annual report on Form 40-F, have concluded, based upon such evaluation, that the Registrant's disclosure controls
and procedures were effective as of the end of such period.

Management's Report on Internal Control over Financial Reporting

Management's Report on internal control over financial reporting is included in Exhibit 99.2 hereto and is incorporated by
reference herein.

Attestation Report of the Independent Auditor

The attestation report of PricewaterhouseCoopers LLP on internal control over financial reporting is included in
Exhibit 99.2 hereto and is incorporated by reference herein.

Changes in Internal Control over Financial Reporting

There was no change in the Registrant's internal control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

The
design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

NOTICES PURSUANT TO REGULATION BTR

The Registrant was not required by Rule 104 of Regulation BTR to send any notice to any of its directors or executive officers
during the year ended December 31, 2016.

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AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant's board of directors determined that it has at least one audit committee financial expert serving on its audit
committee. Mr. Alan D. Horn has been determined to be such an audit committee financial expert and is independent as that term is defined by the New York Stock Exchange's listing
standards. The U.S. Securities and Exchange Commission has indicated that the designation of Mr. Horn as an audit committee financial expert does not make Mr. Horn an "expert" for
any purpose, impose any duties, obligations or liability on Mr. Horn that are greater than those imposed on members of the audit committee and board of directors who do not carry this
designation or affect the duties, obligations or liability of any other members of the audit committee or board of directors.

CODE OF ETHICS

The disclosure provided under "Statement of Corporate Governance Practices" in the Registrant's Management Proxy Circular, included as
Exhibit 99.5 hereto, is incorporated by reference herein.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

For details on the Registrant's accountant fees payable to PricewaterhouseCoopers LLP and its affiliates for the years ended
December 31, 2016 and December 31, 2015, as well as a description of the nature of each category of fees, see the information under "Audit Committee" in the Registrant's Annual
Information Form dated March 10, 2017, included as Exhibit 99.1 hereto.

Pre-Approval Policies and Procedures

The Registrant's Audit Committee has adopted a pre-approval policy with respect to permitted audit and non-audit services. Non-audit
services are expected to relate primarily to tax advisory services. Under the policy, non-audit service requests and associated estimated fees payable by the Registrant and its subsidiaries must be
submitted prior to the initiation of the services in advance of each financial quarter for pre-approval by the Registrant's Audit Committee. Requests by the Registrant or its subsidiaries for
pre-approval of non-audit services (other than tax advisory services discussed below) within any financial quarter must be submitted to the Registrant's chief financial officer and pre-approved by the
Chair of the Audit Committee and must be presented to the Audit Committee at its next meeting. The Audit
Committee has pre-approved in principle certain types of tax advisory services and during any quarter, the Registrant's chief financial officer may approve requests for such services of less than CDN
$5,000 per item subject to an aggregate quarterly limit of CDN $25,000 for Canadian and international tax matters and $25,000 for U.S. tax matters.

For
the year ended December 31, 2016, none of the services described above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant and its subsidiaries have certain security arrangements and commitments that have financial implications. These
arrangements are described in Note 20 to the Registrant's audited consolidated financial statements for the year ended December 31, 2016, included as
Exhibit 99.2 hereto.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Tabular disclosure of the Registrant's present and future obligations as at December 31, 2016 is provided in Note 24
to the Registrant's audited consolidated financial statements for the year ended December 31, 2016, included as Exhibit 99.2 hereto.

For
further details on the Registrant's provision for claim liability, long term debt principal and interest payments, purchase obligation and other liabilities payments and operating
lease payments, see Notes 8, 15, 22, 23 and 24 of the Registrant's audited consolidated financial statements for the year ended December 31, 2016, included as
Exhibit 99.2 hereto.

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IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act
of 1934. The members of the Registrant's audit committee are Alan D. Horn, Anthony F. Griffiths, Robert J. Gunn and Timothy R. Price. The disclosure provided under "Statement of Corporate
Governance PracticesAudit Committee" in the Registrant's Management Proxy Circular, included as Exhibit 99.5 hereto, is incorporated by reference herein.

MINE SAFETY DISCLOSURE

The Registrant is not currently required to disclose the information required by Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act.

FORWARD-LOOKING INFORMATION

A number of statements in the documents incorporated by reference in this Form 40-F constitute "forward-looking statements"
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Please refer to the paragraph under the heading "Forward-Looking Statements" in the Management's Discussion and
Analysis of Financial Condition and Results of Operations dated March 10, 2017, including Management's Report on Internal Control over Financial Reporting incorporated by reference herein,
attached as Exhibit 99.3 hereto and forming an integral part of this document, for a discussion of risks, uncertainties and assumptions that could cause actual results to vary from those
forward-looking statements.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.    Undertaking

Fairfax Financial Holdings Limited ("the Registrant") undertakes to make available, in person or by telephone, representatives to respond to inquiries made
by the staff of the Securities and Exchange Commission, and to furnish promptly, when requested to do so by the Securities and Exchange Commission staff, information relating to the securities in
relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B.    Consent to Service of Process

The Registrant has previously filed with the Securities and Exchange Commission a Form F-X in connection with the class of securities in relation to which
the obligation to file this report arises.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for
filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

FAIRFAX FINANCIAL HOLDINGS LIMITEDDate: March 10, 2017

By:

/s/ Paul RivettName:

Paul RivettTitle:

President


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EXHIBIT INDEX

99.1

Annual Information Form dated March 10, 2017.99.2

Audited Consolidated Financial Statements of the Registrant as of December 31, 2016 and 2015 and for the two years in the
period ended December 31, 2016 and the related notes, the auditor's report on the consolidated financial statements and the effectiveness of internal control over financial reporting and Management's Report on Internal Control over Financial
Reporting.99.3

Management's Discussion and Analysis of Financial Condition and Results of Operations dated March 10, 2017, including
Management's Report on Internal Control over Financial Reporting.99.4

Narrative Description of Business dated March 10, 2017.99.5

The information under "Statement of Corporate Governance Practices" in the Registrant's Management Proxy Circular, dated
March 10, 2017 in connection with the annual meeting of shareholders to be held on April 20, 2017, is incorporated herein by reference to Exhibit 99.1 to the Registrant's Report on Form 6-K furnished to the Securities and
Exchange Commission on March 10, 2017.99.6

The information under "Description of Subordinate Voting Shares and Preferred Shares" in the Registrant's short form base shelf
prospectus dated September 14, 2015, "Description of the Series C Shares" and "Description of Series D Shares" in the Registrant's prospectus supplement dated September 29, 2009, "Description of the Series E Shares" and
"Description of the Series F Shares" in the Registrant's prospectus supplement dated January 25, 2010, "Description of the Series G Shares" and "Description of the Series H Shares" in the Registrant's prospectus supplement dated
July 21, 2010, "Description of the Series I Shares" and "Description of the Series J Shares" in the Registrant's prospectus supplement dated September 28, 2010, "Description of the Series K Shares" in the Registrant's
prospectus supplement dated March 14, 2012 and "Description of Series M Shares" in the Registrant's prospectus supplement dated February 24, 2015.99.7

Consent of PricewaterhouseCoopers LLP99.8

Rule 13a-14(a)/15d-14(a) Certifications:Certification of Registrant's Chief Executive Officer
Certification of Registrant's Chief Financial Officer99.9

Section 1350 Certifications:Certification of Registrant's Chief Executive Officer
Certification of Registrant's Chief Financial Officer


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