MKL 10-Q Quarterly Report June 30, 2015

MARKEL CORP

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10-Q 1 mkl0630201510-q.htm FORM 10-Q MKL 06.30.2015 10-Q

Table of Contents

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, 2015



¨	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: 001-15811

___________________________________________

MARKEL CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________



Virginia		54-1959284
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148

(Address of principal executive offices)

(Zip Code)

(804) 747-0136

(Registrant ' s telephone number, including area code)

___________________________________________

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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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	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

Number of shares of the registrant's common stock outstanding at July 29, 2015 : 13,953,311

Table of Contents

Markel Corporation

Form 10-Q

Index




		Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets—June 30, 2015 and December 31, 2014	3

	Consolidated Statements of Income and Comprehensive Income (Loss)—Quarters and Six Months Ended June 30, 2015 and 2014	4

	Consolidated Statements of Changes in Equity—Six Months Ended June 30, 2015 and 2014	5

	Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2015 and 2014	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

	Critical Accounting Estimates	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	39

Safe Harbor and Cautionary Statement		40

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 6.	Exhibits	42

Signatures		43

Exhibit Index		44

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MARKEL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(dollars in thousands)



	June 30, 2015		December 31, 2014
	(unaudited)
ASSETS
Investments, available-for-sale, at estimated fair value:
Fixed maturities (amortized cost of $9,209,632 in 2015 and $9,929,137 in 2014)	$	9,523,164	$	10,422,882
Equity securities (cost of $2,195,690 in 2015 and $1,951,658 in 2014)	4,375,161		4,137,576
Short-term investments (estimated fair value approximates cost)	2,185,249		1,594,849
Total Investments	16,083,574		16,155,307
Cash and cash equivalents	1,852,944		1,960,169
Restricted cash and cash equivalents	522,171		522,225
Receivables	1,329,743		1,135,217
Reinsurance recoverable on unpaid losses	2,031,722		1,868,669
Reinsurance recoverable on paid losses	75,068		102,206
Deferred policy acquisition costs	380,808		353,410
Prepaid reinsurance premiums	375,965		365,458
Goodwill	1,044,232		1,049,115
Intangible assets	669,664		702,747
Other assets	1,000,249		985,834
Total Assets	$	25,366,140	$	25,200,357
LIABILITIES AND EQUITY
Unpaid losses and loss adjustment expenses	$	10,478,575	$	10,404,152
Life and annuity benefits	1,164,860		1,305,818
Unearned premiums	2,413,217		2,245,690
Payables to insurance and reinsurance companies	316,477		276,122
Senior long-term debt and other debt (estimated fair value of $2,427,000 in 2015 and $2,493,000 in 2014)	2,246,875		2,253,594
Other liabilities	944,368		1,051,931
Total Liabilities	17,564,372		17,537,307
Redeemable noncontrolling interests	51,892		61,048
Commitments and contingencies
Shareholders' equity:
Common stock	3,327,489		3,308,395
Retained earnings	2,843,303		2,581,866
Accumulated other comprehensive income	1,571,078		1,704,557
Total Shareholders' Equity	7,741,870		7,594,818
Noncontrolling interests	8,006		7,184
Total Equity	7,749,876		7,602,002
Total Liabilities and Equity	$	25,366,140	$	25,200,357

See accompanying notes to consolidated financial statements.

Table of Contents

MARKEL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income and Comprehensive Income (Loss)

(Unaudited)



	Quarter Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(dollars in thousands, except per share data)
OPERATING REVENUES
Earned premiums	$	957,557		$	965,599		$	1,901,207		$	1,914,974
Net investment income	90,586			92,169			183,461			178,884
Net realized investment gains:
Other-than-temporary impairment losses	—			(1,007		)	(5,092		)	(1,007		)
Net realized investment gains, excluding other-than-temporary impairment losses	6,105			8,127			16,768			25,521
Net realized investment gains	6,105			7,120			11,676			24,514
Other revenues	250,357			194,083			510,415			380,254
Total Operating Revenues	1,304,605			1,258,971			2,606,759			2,498,626
OPERATING EXPENSES
Losses and loss adjustment expenses	536,194			610,406			983,189			1,152,709
Underwriting, acquisition and insurance expenses	379,652			365,987			720,337			721,492
Amortization of intangible assets	16,949			13,488			31,589			27,487
Other expenses	242,236			184,942			473,237			367,110
Total Operating Expenses	1,175,031			1,174,823			2,208,352			2,268,798
Operating Income	129,574			84,148			398,407			229,828
Interest expense	29,288			29,789			58,600			59,488
Income Before Income Taxes	100,286			54,359			339,807			170,340
Income tax expense	7,833			13,218			53,348			41,698
Net Income	92,453			41,141			286,459			128,642
Net income attributable to noncontrolling interests	1,084			1,073			4,098			858
Net Income to Shareholders	$	91,369		$	40,068		$	282,361		$	127,784

OTHER COMPREHENSIVE INCOME (LOSS)
Change in net unrealized gains on investments, net of taxes:
Net holding gains (losses) arising during the period	$	(230,142	)	$	208,332		$	(109,120	)	$	355,628
Change in unrealized other-than-temporary impairment losses on fixed maturities arising during the period	(48		)	15			119			(5		)
Reclassification adjustments for net gains included in net income	(4,984		)	(4,818		)	(14,037		)	(10,762		)
Change in net unrealized gains on investments, net of taxes	(235,174		)	203,529			(123,038		)	344,861
Change in foreign currency translation adjustments, net of taxes	10,385			6,671			(11,429		)	7,584
Change in net actuarial pension loss, net of taxes	469			325			932			644
Total Other Comprehensive Income (Loss)	(224,320		)	210,525			(133,535		)	353,089
Comprehensive Income (Loss)	(131,867		)	251,666			152,924			481,731
Comprehensive income attributable to noncontrolling interests	1,058			1,078			4,042			870
Comprehensive Income (Loss) to Shareholders	$	(132,925	)	$	250,588		$	148,882		$	480,861

NET INCOME PER SHARE
Basic	$	6.76		$	2.67		$	20.33		$	8.95
Diluted	$	6.72		$	2.66		$	20.21		$	8.91

See accompanying notes to consolidated financial statements.

Table of Contents

MARKEL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

(Unaudited)



(in thousands)	Common Shares		Common Stock			Retained Earnings			Accumulated Other Comprehensive Income			Total Shareholders' Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests
December 31, 2013	13,986		$	3,288,863		$	2,294,909		$	1,089,805		$	6,673,577		$	4,433		$	6,678,010		$	72,183
Net income (loss)						127,784			—			127,784			(643		)	127,141			1,501
Other comprehensive income						—			353,077			353,077			—			353,077			12
Comprehensive Income (Loss)												480,861			(643		)	480,218			1,513
Issuance of common stock	15		4,722			—			—			4,722			—			4,722			—
Repurchase of common stock	(30	)	—			(17,407		)	—			(17,407		)	—			(17,407		)	—
Restricted stock units expensed	—		13,390			—			—			13,390			—			13,390			—
Adjustment of redeemable noncontrolling interests	—		—			(2,584		)	—			(2,584		)	—			(2,584		)	2,584
Purchase of noncontrolling interest	—		(10,257		)	—			—			(10,257		)	905			(9,352		)	(18,566		)
Other	—		744			11			—			755			3,902			4,657			(2,230		)
June 30, 2014	13,971		$	3,297,462		$	2,402,713		$	1,442,882		$	7,143,057		$	8,597		$	7,151,654		$	55,484

December 31, 2014	13,962		$	3,308,395		$	2,581,866		$	1,704,557		$	7,594,818		$	7,184		$	7,602,002		$	61,048
Net income						282,361			—			282,361			777			283,138			3,321
Other comprehensive loss						—			(133,479		)	(133,479		)	—			(133,479		)	(56		)
Comprehensive Income												148,882			777			149,659			3,265
Issuance of common stock	15		3,609			—			—			3,609			—			3,609			—
Repurchase of common stock	(27	)	—			(22,670		)	—			(22,670		)	—			(22,670		)	—
Restricted stock units expensed	—		14,968			—			—			14,968			—			14,968			—
Adjustment of redeemable noncontrolling interests	—		—			1,715			—			1,715			—			1,715			(1,715		)
Purchase of noncontrolling interest	—		(1,447		)	—			—			(1,447		)	—			(1,447		)	(8,224		)
Other	—		1,964			31			—			1,995			45			2,040			(2,482		)
June 30, 2015	13,950		$	3,327,489		$	2,843,303		$	1,571,078		$	7,741,870		$	8,006		$	7,749,876		$	51,892

See accompanying notes to consolidated financial statements.

Table of Contents

MARKEL CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)



	Six Months Ended June 30,
	2015			2014
	(dollars in thousands)
OPERATING ACTIVITIES
Net income	$	286,459		$	128,642
Adjustments to reconcile net income to net cash provided by operating activities	(48,424		)	108,423
Net Cash Provided By Operating Activities	238,035			237,065
INVESTING ACTIVITIES
Proceeds from sales of fixed maturities and equity securities	99,908			1,041,575
Proceeds from maturities, calls and prepayments of fixed maturities	810,934			783,146
Cost of fixed maturities and equity securities purchased	(556,934		)	(1,898,747		)
Net change in short-term investments	(595,971		)	(268,375		)
Proceeds from sales of equity method investments	21,365			90,228
Cost of equity method investments	(19,424		)	(9,083		)
Change in restricted cash and cash equivalents	(9,748		)	204,302
Additions to property and equipment	(38,942		)	(17,954		)
Acquisitions, net of cash acquired	—			(168,811		)
Other	489			202
Net Cash Used By Investing Activities	(288,323		)	(243,517		)
FINANCING ACTIVITIES
Additions to senior long-term debt and other debt	41,230			29,149
Repayment of senior long-term debt and other debt	(43,044		)	(22,956		)
Repurchases of common stock	(22,670		)	(17,407		)
Issuance of common stock	3,609			4,722
Purchase of noncontrolling interests	(12,474		)	(25,918		)
Distributions to noncontrolling interests	(2,490		)	(2,532		)
Other	(12,454		)	(3,855		)
Net Cash Used By Financing Activities	(48,293		)	(38,797		)
Effect of foreign currency rate changes on cash and cash equivalents	(8,644		)	10,857
Decrease in cash and cash equivalents	(107,225		)	(34,392		)
Cash and cash equivalents at beginning of period	1,960,169			1,978,526
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,852,944		$	1,944,134

See accompanying notes to consolidated financial statements.

Table of Contents

MARKEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

Markel Corporation is a diverse financial holding company serving a variety of niche markets. Markel Corporation's principal business markets and underwrites specialty insurance products and programs. Through its wholly-owned subsidiary, Markel Ventures, Inc. (Markel Ventures), Markel Corporation also owns interests in various industrial and service businesses that operate outside of the specialty insurance marketplace.

The consolidated balance sheet as of June 30, 2015 , the related consolidated statements of income and comprehensive income (loss) for the quarters and six months ended June 30, 2015 and 2014 , and the consolidated statements of changes in equity and cash flows for the six months ended June 30, 2015 and 2014 are unaudited. In the opinion of management, all adjustments necessary for fair presentation of such consolidated financial statements have been included. Such adjustments consist only of normal, recurring items. Interim results are not necessarily indicative of results of operations for the entire year. The consolidated balance sheet as of December 31, 2014 was derived from Markel Corporation's audited annual consolidated financial statements.

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of Markel Corporation and its subsidiaries (the Company). All significant intercompany balances and transactions have been eliminated in consolidation. The Company consolidates the results of its Markel Ventures subsidiaries on a one-month lag. Certain prior year amounts have been reclassified to conform to the current presentation.

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements.

The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company's annual consolidated financial statements and notes. Readers are urged to review the Company's 2014 Annual Report on Form 10-K for a more complete description of the Company's business and accounting policies.

2. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which creates a new comprehensive revenue recognition standard that will serve as a single source of revenue guidance for all companies in all industries. The guidance applies to all companies that either enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards, such as insurance contracts. ASU No. 2014-09's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU No. 2014-09 becomes effective for the Company during the first quarter of 2017 and may be applied retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. Early application is not permitted. In July 2015, the FASB approved a proposed one-year deferral of the effective date for ASU 2014-09. Under the final ASU, which has not yet been issued, early application would be permitted for all entities, but not before the original effective date for public business entities. The Company is currently evaluating ASU No. 2014-09 to determine the potential impact that adopting this standard will have on its consolidated financial statements. Adoption of this ASU is not expected to have a significant impact on the Company's insurance operations, but will impact the Company's non-insurance operations.

Table of Contents

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The ASU also significantly changes how to evaluate voting rights for entities that are not similar to limited partnerships when determining whether the entity is a VIE, which may affect entities for which the decision making rights are conveyed through a contractual arrangement. ASU No. 2015-02 becomes effective for the Company during the first quarter of 2016 and may be applied retrospectively or under a modified retrospective method where the cumulative-effect adjustment to retained earnings is recognized as of the beginning of the fiscal year of adoption. Reporting enterprises may also restate previously issued financial statements for one or more years with a cumulative-effect adjustment to retained earnings as of the beginning of the first year restated. Early adoption is allowed. The Company is currently evaluating ASU No. 2015-02 but does not expect adoption of this ASU will have a material impact on the Company's financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): S implifying the Presentation of Debt Issuance Costs . The ASU requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The cost of issuing debt will no longer be recorded as a separate asset on the balance sheet. The amortization of debt issuance costs will continue to be included in interest expense. ASU No. 2015-03 becomes effective for the Company during the first quarter of 2016 and will be applied retrospectively to all prior periods presented. Early application is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement , which clarifies that software licenses contained in a cloud computing arrangement should be capitalized if the customer has the right to take possession of the software and the ability to run the software outside of the cloud computing arrangement. ASU No. 2015-05 becomes effective for the Company during the first quarter of 2016 and may be applied prospectively or retrospectively. Early application is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2015, the FASB issued ASU No. 2015-09, Financial Services-Insurance (Topic 944): Disclosures about Short-Duration Contracts . The ASU requires significant new disclosures for insurers relating to short-duration insurance contract claims and the unpaid claims liability rollforward for long and short-duration contracts. The guidance requires annual tabular disclosure, on a disaggregated basis, of undiscounted incurred and paid claim and allocated claim adjustment expense development by accident year, on a net basis after reinsurance, for up to 10 years. Tables must also include the total incurred but not reported claims liabilities, plus expected development on reported claims, and claims frequency for each accident year. A description of estimation methodologies and any significant changes in methodologies and assumptions used to calculate the liability and frequency is also required. Based on the disaggregated claims information in the tables, disclosure of historical average annual percentage payout of incurred claims is also required. Interim period disclosures must include a tabular rollforward and related qualitative information for the liability for unpaid losses and loss adjustment expenses for both long-duration and short-duration contracts. ASU No. 2015-09 becomes effective for the Company during 2016, with interim disclosures required beginning in the first quarter of 2017. The ASU must be applied retrospectively by providing comparative disclosures for each period presented. Early application is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial position, results of operations or cash flows, but will expand the nature and extent of its insurance contract disclosures as described above.

Table of Contents

3. Investments

a) The following tables summarize the Company's available-for-sale investments.



	June 30, 2015
(dollars in thousands)	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Unrealized Other-Than- Temporary Impairment Losses			Estimated Fair Value
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	638,848	$	10,695	$	(3,855	)	$	—		$	645,688
Obligations of states, municipalities and political subdivisions	3,862,159		165,902		(17,030		)	—			4,011,031
Foreign governments	1,343,152		113,536		(1,056		)	—			1,455,632
Commercial mortgage-backed securities	427,372		3,530		(1,865		)	—			429,037
Residential mortgage-backed securities	890,612		23,564		(4,273		)	(2,258		)	907,645
Asset-backed securities	65,752		58		(510		)	—			65,300
Corporate bonds	1,981,737		45,276		(16,520		)	(1,662		)	2,008,831
Total fixed maturities	9,209,632		362,561		(45,109		)	(3,920		)	9,523,164
Equity securities:
Insurance, banks and other financial institutions	617,618		735,581		(1,350		)	—			1,351,849
Industrial, consumer and all other	1,578,072		1,458,669		(13,429		)	—			3,023,312
Total equity securities	2,195,690		2,194,250		(14,779		)	—			4,375,161
Short-term investments	2,185,228		26		(5		)	—			2,185,249
Investments, available-for-sale	$	13,590,550	$	2,556,837	$	(59,893	)	$	(3,920	)	$	16,083,574

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	December 31, 2014
(dollars in thousands)	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Unrealized Other-Than- Temporary Impairment Losses			Estimated Fair Value
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	662,462	$	12,963	$	(2,163	)	$	—		$	673,262
Obligations of states, municipalities and political subdivisions	4,075,748		245,158		(3,359		)	—			4,317,547
Foreign governments	1,458,255		154,707		(1,041		)	—			1,611,921
Commercial mortgage-backed securities	427,904		5,325		(2,602		)	—			430,627
Residential mortgage-backed securities	954,263		34,324		(3,482		)	(2,258		)	982,847
Asset-backed securities	100,073		99		(682		)	—			99,490
Corporate bonds	2,250,432		69,016		(10,441		)	(1,819		)	2,307,188
Total fixed maturities	9,929,137		521,592		(23,770		)	(4,077		)	10,422,882
Equity securities:
Insurance, banks and other financial institutions	523,739		789,717		(1,531		)	—			1,311,925
Industrial, consumer and all other	1,427,919		1,403,566		(5,834		)	—			2,825,651
Total equity securities	1,951,658		2,193,283		(7,365		)	—			4,137,576
Short-term investments	1,594,819		36		(6		)	—			1,594,849
Investments, available-for-sale	$	13,475,614	$	2,714,911	$	(31,141	)	$	(4,077	)	$	16,155,307

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b) The following tables summarize gross unrealized investment losses by the length of time that securities have continuously been in an unrealized loss position.



	June 30, 2015
	Less than 12 months					12 months or longer					Total
(dollars in thousands)	Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	97,844	$	(2,842	)	$	114,198	$	(1,013	)	$	212,042	$	(3,855	)
Obligations of states, municipalities and political subdivisions	654,959		(12,765		)	63,885		(4,265		)	718,844		(17,030		)
Foreign governments	31,312		(542		)	44,756		(514		)	76,068		(1,056		)
Commercial mortgage-backed securities	124,536		(703		)	97,983		(1,162		)	222,519		(1,865		)
Residential mortgage-backed securities	112,947		(2,832		)	156,760		(3,699		)	269,707		(6,531		)
Asset-backed securities	12,146		(11		)	46,122		(499		)	58,268		(510		)
Corporate bonds	433,329		(9,696		)	356,992		(8,486		)	790,321		(18,182		)
Total fixed maturities	1,467,073		(29,391		)	880,696		(19,638		)	2,347,769		(49,029		)
Equity securities:
Insurance, banks and other financial institutions	13,307		(578		)	8,040		(772		)	21,347		(1,350		)
Industrial, consumer and all other	84,162		(11,641		)	18,108		(1,788		)	102,270		(13,429		)
Total equity securities	97,469		(12,219		)	26,148		(2,560		)	123,617		(14,779		)
Short-term investments	159,963		(5		)	—		—			159,963		(5		)
Total	$	1,724,505	$	(41,615	)	$	906,844	$	(22,198	)	$	2,631,349	$	(63,813	)

At June 30, 2015 , the Company held 666 securities with a total estimated fair value of $2.6 billion and gross unrealized losses of $63.8 million . Of these 666 securities, 275 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of $906.8 million and gross unrealized losses of $22.2 million . Of these securities, 271 securities were fixed maturities and four were equity securities. The Company does not intend to sell or believe it will be required to sell these fixed maturities before recovery of their amortized cost. The Company has the ability and intent to hold these equity securities for a period of time sufficient to allow for the anticipated recovery of their fair value.

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	December 31, 2014
	Less than 12 months					12 months or longer					Total
(dollars in thousands)	Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	108,250	$	(62	)	$	163,359	$	(2,101	)	$	271,609	$	(2,163	)
Obligations of states, municipalities and political subdivisions	58,583		(542		)	92,441		(2,817		)	151,024		(3,359		)
Foreign governments	18,856		(386		)	56,217		(655		)	75,073		(1,041		)
Commercial mortgage-backed securities	45,931		(210		)	147,558		(2,392		)	193,489		(2,602		)
Residential mortgage-backed securities	9,613		(2,285		)	207,374		(3,455		)	216,987		(5,740		)
Asset-backed securities	30,448		(20		)	45,160		(662		)	75,608		(682		)
Corporate bonds	141,176		(2,263		)	621,821		(9,997		)	762,997		(12,260		)
Total fixed maturities	412,857		(5,768		)	1,333,930		(22,079		)	1,746,787		(27,847		)
Equity securities:
Insurance, banks and other financial institutions	16,219		(1,531		)	—		—			16,219		(1,531		)
Industrial, consumer and all other	86,062		(5,834		)	—		—			86,062		(5,834		)
Total equity securities	102,281		(7,365		)	—		—			102,281		(7,365		)
Short-term investments	181,964		(6		)	—		—			181,964		(6		)
Total	$	697,102	$	(13,139	)	$	1,333,930	$	(22,079	)	$	2,031,032	$	(35,218	)

At December 31, 2014 , the Company held 552 securities with a total estimated fair value of $2.0 billion and gross unrealized losses of $35.2 million . Of these 552 securities, 396 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of $1.3 billion and gross unrealized losses of $22.1 million . All 396 securities were fixed maturities.

The Company completes a detailed analysis each quarter to assess whether the decline in the fair value of any investment below its cost basis is deemed other-than-temporary. All securities with unrealized losses are reviewed. The Company considers many factors in completing its quarterly review of securities with unrealized losses for other-than-temporary impairment, including the length of time and the extent to which fair value has been below cost and the financial condition and near-term prospects of the issuer. For equity securities, the ability and intent to hold the security for a period of time sufficient to allow for anticipated recovery is considered. For fixed maturities, the Company considers whether it intends to sell the security or if it is more likely than not that it will be required to sell the security before recovery, the implied yield-to-maturity, the credit quality of the issuer and the ability to recover all amounts outstanding when contractually due.

For equity securities, a decline in fair value that is considered to be other-than-temporary is recognized in net income based on the fair value of the security at the time of assessment, resulting in a new cost basis for the security. For fixed maturities where the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost, a decline in fair value is considered to be other-than-temporary and is recognized in net income based on the fair value of the security at the time of assessment, resulting in a new cost basis for the security. If the decline in fair value of a fixed maturity below its amortized cost is considered to be other-than-temporary based upon other considerations, the Company compares the estimated present value of the cash flows expected to be collected to the amortized cost of the security. The extent to which the estimated present value of the cash flows expected to be collected is less than the amortized cost of the security represents the credit-related portion of the other-than-temporary impairment, which is recognized in net income, resulting in a new cost basis for the security. Any remaining decline in fair value represents the non-credit portion of the other-than-temporary impairment, which is recognized in other comprehensive income (loss). The discount rate used to calculate the estimated present value of the cash flows expected to be collected is the effective interest rate implicit for the security at the date of purchase.

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When assessing whether it intends to sell a fixed maturity or if it is likely to be required to sell a fixed maturity before recovery of its amortized cost, the Company evaluates facts and circumstances including decisions to reposition the investment portfolio, potential sales of investments to meet cash flow needs and, ultimately, current market prices.

c) The amortized cost and estimated fair value of fixed maturities at June 30, 2015 are shown below by contractual maturity.



(dollars in thousands)	Amortized Cost		Estimated Fair Value
Due in one year or less	$	599,532	$	603,525
Due after one year through five years	1,874,619		1,923,716
Due after five years through ten years	1,785,413		1,871,155
Due after ten years	3,566,332		3,722,786
	7,825,896		8,121,182
Commercial mortgage-backed securities	427,372		429,037
Residential mortgage-backed securities	890,612		907,645
Asset-backed securities	65,752		65,300
Total fixed maturities	$	9,209,632	$	9,523,164

d) The following table presents the components of net investment income.



	Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2015			2014			2015			2014
Interest:
Municipal bonds (tax-exempt)	$	24,293		$	25,187		$	50,145		$	48,291
Municipal bonds (taxable)	14,150			12,614			28,250			21,610
Other taxable bonds	34,013			40,109			69,151			75,853
Short-term investments, including overnight deposits	1,116			1,608			2,367			3,082
Dividends on equity securities	18,633			14,508			37,657			31,364
Income from equity method investments	1,712			1,458			3,056			5,041
Other	479			523			540			1,702
	94,396			96,007			191,166			186,943
Investment expenses	(3,810		)	(3,838		)	(7,705		)	(8,059		)
Net investment income	$	90,586		$	92,169		$	183,461		$	178,884

e) Cumulative credit losses recognized in net income on fixed maturities where other-than-temporary impairment was identified and a portion of the other-than-temporary impairment was included in other comprehensive income (loss) were $10.7 million at June 30, 2015 and $12.7 million at December 31, 2014 .

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f) The following table presents net realized investment gains and the change in net unrealized gains on investments.



	Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2015			2014			2015			2014
Realized gains:
Sales of fixed maturities	$	770		$	1,642		$	2,338		$	5,643
Sales of equity securities	7,000			14,051			22,956			26,094
Other	1,739			4,405			2,413			14,315
Total realized gains	9,509			20,098			27,707			46,052
Realized losses:
Sales of fixed maturities	(97		)	(8,246		)	(221		)	(16,148		)
Sales of equity securities	(113		)	(99		)	(272		)	(143		)
Other-than-temporary impairments	—			(1,007		)	(5,092		)	(1,007		)
Other	(3,194		)	(3,626		)	(10,446		)	(4,240		)
Total realized losses	(3,404		)	(12,978		)	(16,031		)	(21,538		)
Net realized investment gains	$	6,105		$	7,120		$	11,676		$	24,514
Change in net unrealized gains on investments:
Fixed maturities	$	(286,551	)	$	147,439		$	(180,213	)	$	296,250
Equity securities	(64,792		)	152,256			(6,447		)	218,709
Short-term investments	11			(3		)	(9		)	(2		)
Net increase (decrease)	$	(351,332	)	$	299,692		$	(186,669	)	$	514,957

For the six months ended June 30, 2015, all of the other-than-temporary impairment losses recognized in net income and included in net realized investment gains were attributable to equity securities. For both the quarter and six months ended June 30, 2014, other-than-temporary impairment losses recognized in net income and included in net realized investment gains included losses attributable to fixed maturities totaling $0.2 million and losses attributable to equity securities totaling $0.8 million .

4. Fair Value Measurements

FASB ASC 820-10, Fair Value Measurements and Disclosures, establishes a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets or liabilities fall within different levels of the hierarchy, the classification is based on the lowest level input that is significant to the fair value measurement of the asset or liability.

Classification of assets and liabilities within the hierarchy considers the markets in which the assets and liabilities are traded and the reliability and transparency of the assumptions used to determine fair value. The hierarchy requires the use of observable market data when available. The levels of the hierarchy are defined as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities traded in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.

Level 3 – Inputs to the valuation methodology are unobservable for the asset or liability and are significant to the fair value measurement.

In accordance with FASB ASC 820, the Company determines fair value based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods, including the market, income and cost approaches. The Company

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uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The following section describes the valuation methodologies used by the Company to measure assets and liabilities at fair value, including an indication of the level within the fair value hierarchy in which each asset or liability is generally classified.

Investments available-for-sale. Investments available-for-sale are recorded at fair value on a recurring basis and include fixed maturities, equity securities and short-term investments. Short-term investments include certificates of deposit, commercial paper, discount notes and treasury bills with original maturities of one year or less. Fair value for investments available-for-sale is determined by the Company after considering various sources of information, including information provided by a third party pricing service. The pricing service provides prices for substantially all of the Company's fixed maturities and equity securities. In determining fair value, the Company generally does not adjust the prices obtained from the pricing service. The Company obtains an understanding of the pricing service's valuation methodologies and related inputs, which include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids, offers, duration, credit ratings, estimated cash flows and prepayment speeds. The Company validates prices provided by the pricing service by reviewing prices from other pricing sources and analyzing pricing data in certain instances.

The Company has evaluated the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Level 1 investments include those traded on an active exchange, such as the New York Stock Exchange. Level 2 investments include U.S. Treasury securities and obligations of U.S. government agencies, municipal bonds, foreign government bonds, commercial mortgage-backed securities, residential mortgage-backed securities, asset-backed securities and corporate debt securities.

Fair value for investments available-for-sale is measured based upon quoted prices in active markets, if available. Due to variations in trading volumes and the lack of quoted market prices, fixed maturities are classified as Level 2 investments. The fair value of fixed maturities is normally derived through recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data described above. If there are no recent reported trades, the fair value of fixed maturities may be derived through the use of matrix pricing or model processes, where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Significant inputs used to determine the fair value of obligations of states, municipalities and political subdivisions, corporate bonds and obligations of foreign governments include reported trades, benchmark yields, issuer spreads, bids, offers, credit information and estimated cash flows. Significant inputs used to determine the fair value of commercial mortgage-backed securities, residential mortgage-backed securities and asset-backed securities include the type of underlying assets, benchmark yields, prepayment speeds, collateral information, tranche type and volatility, estimated cash flows, credit information, default rates, recovery rates, issuer spreads and the year of issue.

Senior long-term debt and other debt. Senior long-term debt and other debt is carried at amortized cost with the estimated fair value disclosed on the consolidated balance sheets. Senior long-term debt and other debt is classified as Level 2 within the fair value hierarchy due to variations in trading volumes and the lack of quoted market prices. Fair value for senior long-term debt and other debt is generally derived through recent reported trades for identical securities, making adjustments through the reporting date, if necessary, based upon available market observable data including U.S. Treasury securities and implied credit spreads. Significant inputs used to determine the fair value of senior long-term debt and other debt include reported trades, benchmark yields, issuer spreads, bids and offers.

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The following tables present the balances of assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy.



	June 30, 2015
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investments available-for-sale:
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	—	$	645,688	$	—	$	645,688
Obligations of states, municipalities and political subdivisions	—		4,011,031		—		4,011,031
Foreign governments	—		1,455,632		—		1,455,632
Commercial mortgage-backed securities	—		429,037		—		429,037
Residential mortgage-backed securities	—		907,645		—		907,645
Asset-backed securities	—		65,300		—		65,300
Corporate bonds	—		2,008,831		—		2,008,831
Total fixed maturities	—		9,523,164		—		9,523,164
Equity securities:
Insurance, banks and other financial institutions	1,351,849		—		—		1,351,849
Industrial, consumer and all other	3,023,312		—		—		3,023,312
Total equity securities	4,375,161		—		—		4,375,161
Short-term investments	2,075,473		109,776		—		2,185,249
Total investments available-for-sale	$	6,450,634	$	9,632,940	$	—	$	16,083,574



	December 31, 2014
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investments available-for-sale:
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	—	$	673,262	$	—	$	673,262
Obligations of states, municipalities and political subdivisions	—		4,317,547		—		4,317,547
Foreign governments	—		1,611,921		—		1,611,921
Commercial mortgage-backed securities	—		430,627		—		430,627
Residential mortgage-backed securities	—		982,847		—		982,847
Asset-backed securities	—		99,490		—		99,490
Corporate bonds	—		2,307,188		—		2,307,188
Total fixed maturities	—		10,422,882		—		10,422,882
Equity securities:
Insurance, banks and other financial institutions	1,311,925		—		—		1,311,925
Industrial, consumer and all other	2,825,651		—		—		2,825,651
Total equity securities	4,137,576		—		—		4,137,576
Short-term investments	1,469,975		124,874		—		1,594,849
Total investments available-for-sale	$	5,607,551	$	10,547,756	$	—	$	16,155,307

There were no transfers into or out of Level 1 and Level 2 during the six months ended June 30, 2015 and 2014 .

The Company did not have any assets or liabilities measured at fair value on a non-recurring basis during the six months ended June 30, 2015 and 2014 .

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5. Segment Reporting Disclosures

The Company monitors and reports its ongoing underwriting operations in the following three segments: U.S. Insurance, International Insurance and Reinsurance. In determining how to aggregate and monitor its underwriting results, the Company considers many factors, including the geographic location and regulatory environment of the insurance entity underwriting the risk, the nature of the insurance product sold, the type of account written and the type of customer served. The U.S. Insurance segment includes all direct business and facultative placements written by the Company's insurance subsidiaries domiciled in the United States. The International Insurance segment includes all direct business and facultative placements written by the Company's insurance subsidiaries domiciled outside of the United States, including the Company's syndicate at Lloyd's of London. The Reinsurance segment includes all treaty reinsurance written across the Company. Results for lines of business discontinued prior to, or in conjunction with, acquisitions, including the results attributable to the run-off of life and annuity reinsurance business, are reported in the Other Insurance (Discontinued Lines) segment. All investing activities related to the Company's insurance operations are included in the Investing segment.

The Company's non-insurance operations include the Company's Markel Ventures operations, which primarily consist of controlling interests in various industrial and service businesses. The Company's non-insurance operations also include the results of the Company's legal and professional consulting services. For purposes of segment reporting, the Company's non-insurance operations are not considered to be a reportable segment.

Segment profit for the Investing segment is measured by net investment income and net realized investment gains or losses. Segment profit or loss for each of the Company's underwriting segments is measured by underwriting profit or loss. The property and casualty insurance industry commonly defines underwriting profit or loss as earned premiums net of losses and loss adjustment expenses and underwriting, acquisition and insurance expenses. Underwriting profit or loss does not replace operating income or net income computed in accordance with U.S. GAAP as a measure of profitability. Underwriting profit or loss provides a basis for management to evaluate the Company's underwriting performance. Segment profit or loss for the Company's underwriting segments also includes other revenues and other expenses, primarily related to the run-off of managing general agent operations that were discontinued in conjunction with acquisitions. Other revenues and other expenses in the Other Insurance (Discontinued Lines) segment are comprised of the results attributable to the run-off of life and annuity reinsurance business.

For management reporting purposes, the Company allocates assets to its underwriting, investing and non-insurance operations. Underwriting assets are all assets not specifically allocated to the Investing segment or to the Company's non-insurance operations. Underwriting and investing assets are not allocated to the U.S. Insurance, International Insurance, Reinsurance or Other Insurance (Discontinued Lines) segments since the Company does not manage its assets by underwriting segment. The Company does not allocate capital expenditures for long-lived assets to any of its underwriting segments for management reporting purposes.

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a) The following tables summarize the Company's segment disclosures.



	Quarter Ended June 30, 2015
(dollars in thousands)	U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated
Gross premium volume	$	668,853		$	338,159		$	258,745		$	29			$	—	$	1,265,786
Net written premiums	554,638			264,129			215,520			57				—		1,034,344

Earned premiums	520,446			223,941			213,140			30				—		957,557
Losses and loss adjustment expenses:
Current accident year	(341,335		)	(168,896		)	(154,623		)	—				—		(664,854		)
Prior accident years	68,620			43,373			15,118			1,549				—		128,660
Underwriting, acquisition and insurance expenses	(211,856		)	(94,617		)	(73,170		)	(9		)		—		(379,652		)
Underwriting profit	35,875			3,801			465			1,570				—		41,711
Net investment income	—			—			—			—				90,586		90,586
Net realized investment gains	—			—			—			—				6,105		6,105
Other revenues (insurance)	2,203			915			469			350				—		3,937
Other expenses (insurance)	(1,284		)	(1,318		)	—			(3,348		)		—		(5,950		)
Segment profit (loss)	$	36,794		$	3,398		$	934		$	(1,428	)		$	96,691	$	136,389
Other revenues (non-insurance)																246,420
Other expenses (non-insurance)																(236,286		)
Amortization of intangible assets																(16,949		)
Interest expense																(29,288		)
Income before income taxes																$	100,286
U.S. GAAP combined ratio ⁽¹⁾	93		%	98		%	100		%	NM			⁽²⁾			96		%



	Quarter Ended June 30, 2014
(dollars in thousands)	U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated
Gross premium volume	$	681,371		$	359,120		$	302,950		$	(63	)		$	—	$	1,343,378
Net written premiums	560,282			270,552			253,085			412				—		1,084,331

Earned premiums	499,083			239,861			226,289			366				—		965,599
Losses and loss adjustment expenses:
Current accident year	(336,514		)	(171,930		)	(161,466		)	—				—		(669,910		)
Prior accident years	37,883			29,570			13,353			(21,302		)		—		59,504
Underwriting, acquisition and insurance expenses	(198,914		)	(88,442		)	(78,263		)	(368		)		—		(365,987		)
Underwriting profit (loss)	1,538			9,059			(87		)	(21,304		)		—		(10,794		)
Net investment income	—			—			—			—				92,169		92,169
Net realized investment gains	—			—			—			—				7,120		7,120
Other revenues (insurance)	660			4,357			1,032			143				—		6,192
Other expenses (insurance)	(1,464		)	(4,113		)	(1,097		)	(8,670		)		—		(15,344		)
Segment profit (loss)	$	734		$	9,303		$	(152	)	$	(29,831	)		$	99,289	$	79,343
Other revenues (non-insurance)																187,891
Other expenses (non-insurance)																(169,598		)
Amortization of intangible assets																(13,488		)
Interest expense																(29,789		)
Income before income taxes																$	54,359
U.S. GAAP combined ratio ⁽¹⁾	100		%	96		%	100		%	NM			⁽²⁾			101		%


⁽¹⁾	The U.S. GAAP combined ratio is a measure of underwriting performance and represents the relationship of incurred losses, loss adjustment expenses and underwriting, acquisition and insurance expenses to earned premiums.


⁽²⁾	NM – Ratio is not meaningful.

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	Six Months Ended June 30, 2015
(dollars in thousands)	U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated
Gross premium volume	$	1,254,218		$	627,386		$	636,582		$	73			$	—	$	2,518,259
Net written premiums	1,050,807			486,837			531,732			398				—		2,069,774

Earned premiums	1,035,000			429,902			435,894			411				—		1,901,207
Losses and loss adjustment expenses:
Current accident year	(658,092		)	(317,740		)	(303,363		)	—				—		(1,279,195		)
Prior accident years	136,201			120,023			41,505			(1,723		)		—		296,006
Underwriting, acquisition and insurance expenses	(397,116		)	(173,411		)	(149,723		)	(87		)		—		(720,337		)
Underwriting profit (loss)	115,993			58,774			24,313			(1,399		)		—		197,681
Net investment income	—			—			—			—				183,461		183,461
Net realized investment gains	—			—			—			—				11,676		11,676
Other revenues (insurance)	3,605			6,302			892			327				—		11,126
Other expenses (insurance)	(2,189		)	(2,722		)	—			(10,697		)		—		(15,608		)
Segment profit (loss)	$	117,409		$	62,354		$	25,205		$	(11,769	)		$	195,137	$	388,336
Other revenues (non-insurance)																499,289
Other expenses (non-insurance)																(457,629		)
Amortization of intangible assets																(31,589		)
Interest expense																(58,600		)
Income before income taxes																$	339,807
U.S. GAAP combined ratio ⁽¹⁾	89		%	86		%	94		%	NM			⁽²⁾			90		%



	Six Months Ended June 30, 2014
(dollars in thousands)	U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated
Gross premium volume	$	1,256,604		$	653,356		$	792,911		$	264			$	—	$	2,703,135
Net written premiums	1,034,336			499,672			689,082			552				—		2,223,642

Earned premiums	982,818			462,008			469,604			544				—		1,914,974
Losses and loss adjustment expenses:
Current accident year	(648,927		)	(335,309		)	(335,366		)	—				—		(1,319,602		)
Prior accident years	81,437			71,867			41,553			(27,964		)		—		166,893
Underwriting, acquisition and insurance expenses	(392,443		)	(168,451		)	(160,235		)	(363		)		—		(721,492		)
Underwriting profit (loss)	22,885			30,115			15,556			(27,783		)		—		40,773
Net investment income	—			—			—			—				178,884		178,884
Net realized investment gains	—			—			—			—				24,514		24,514
Other revenues (insurance)	2,770			11,705			3,168			186				—		17,829
Other expenses (insurance)	(3,111		)	(7,708		)	(1,097		)	(17,285		)		—		(29,201		)
Segment profit (loss)	$	22,544		$	34,112		$	17,627		$	(44,882	)		$	203,398	$	232,799
Other revenues (non-insurance)																362,425
Other expenses (non-insurance)																(337,909		)
Amortization of intangible assets																(27,487		)
Interest expense																(59,488		)
Income before income taxes																$	170,340
U.S. GAAP combined ratio ⁽¹⁾	98		%	93		%	97		%	NM			⁽²⁾			98		%


⁽¹⁾	The U.S. GAAP combined ratio is a measure of underwriting performance and represents the relationship of incurred losses, loss adjustment expenses and underwriting, acquisition and insurance expenses to earned premiums.


⁽²⁾	NM – Ratio is not meaningful.

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b)	The following table reconciles segment assets to the Company's consolidated balance sheets.



(dollars in thousands)	June 30, 2015		December 31, 2014
Segment assets:
Investing	$	18,335,222	$	18,531,150
Underwriting	5,800,178		5,422,445
Total segment assets	24,135,400		23,953,595
Non-insurance operations	1,230,740		1,246,762
Total assets	$	25,366,140	$	25,200,357

6. Senior Long-Term Debt and Other Debt

Alterra Capital Holdings Limited and Markel Bermuda Limited are party to a secured credit facility, which expires on December 15, 2015. On May 19, 2015, the Company reduced the capacity of the secured credit facility from $650 million to $550 million .

7. Other Revenues and Other Expenses

The following tables summarize the components of other revenues and other expenses.



	Quarter Ended June 30,
	2015				2014
(dollars in thousands)	Other Revenues		Other Expenses		Other Revenues		Other Expenses
Insurance:
Managing general agent operations	$	3,118	$	2,602	$	4,774	$	5,218
Life and annuity	350		3,348		143		8,670
Other	469		—		1,275		1,456
	3,937		5,950		6,192		15,344
Non-Insurance:
Markel Ventures: Manufacturing	174,141		168,580		125,083		110,901
Markel Ventures: Non-Manufacturing	65,412		63,013		58,559		55,409
Other	6,867		4,693		4,249		3,288
	246,420		236,286		187,891		169,598
Total	$	250,357	$	242,236	$	194,083	$	184,942

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	Six Months Ended June 30,
	2015				2014
(dollars in thousands)	Other Revenues		Other Expenses		Other Revenues		Other Expenses
Insurance:
Managing general agent operations	$	8,988	$	4,911	$	13,952	$	10,099
Life and annuity	327		10,697		186		17,285
Other	1,811		—		3,691		1,817
	11,126		15,608		17,829		29,201
Non-Insurance:
Markel Ventures: Manufacturing	351,903		320,380		225,694		206,790
Markel Ventures: Non-Manufacturing	133,093		126,843		129,154		120,920
Other	14,293		10,406		7,577		10,199
	499,289		457,629		362,425		337,909
Total	$	510,415	$	473,237	$	380,254	$	367,110

The Company's Markel Ventures operations primarily consist of controlling interests in various industrial and service businesses and are viewed by management as separate and distinct from the Company's insurance operations. While each of the companies is operated independently from one another, management aggregates financial results into two industry groups: manufacturing and non-manufacturing.

On April 24, 2015, the Company completed a novation that transferred its obligations under a reinsurance contract for life and annuity benefit policies to a third party in exchange for cash payments totaling $29.0 million , net of commissions. At the time of the transaction, reserves for life and annuity benefits on the novated reinsurance contract totaled $32.6 million , resulting in a gain of $3.6 million that was recorded as an offset to other expenses.

8. Reinsurance

The following tables summarize the effect of reinsurance and retrocessional reinsurance on premiums written and earned.



	Quarter Ended June 30,
	2015						2014
(dollars in thousands)	Written			Earned			Written			Earned
Direct	$	951,885		$	875,376		$	976,446		$	852,867
Assumed	313,901			304,324			366,932			336,617
Ceded	(231,442		)	(222,143		)	(259,047		)	(223,885		)
Net premiums	$	1,034,344		$	957,557		$	1,084,331		$	965,599



	Six Months Ended June 30,
	2015						2014
(dollars in thousands)	Written			Earned			Written			Earned
Direct	$	1,753,465		$	1,719,946		$	1,771,757		$	1,681,159
Assumed	764,794			617,159			931,378			684,316
Ceded	(448,485		)	(435,898		)	(479,493		)	(450,501		)
Net premiums	$	2,069,774		$	1,901,207		$	2,223,642		$	1,914,974

The percentage of ceded earned premiums to gross earned premiums was 19% for the quarters and six months ended June 30, 2015 and 2014. The percentage of assumed earned premiums to net earned premiums was 32% and 35% , respectively for the quarters ended June 30, 2015 and 2014 and 32% and 36% , respectively, for the six months ended June 30, 2015 and 2014 .

Incurred losses and loss adjustment expenses were net of reinsurance recoverables (ceded incurred losses and loss adjustment expenses) of $143.3 million and $141.3 million , respectively, for the quarters ended June 30, 2015 and 2014 and $232.1 million and $238.9 million , respectively, for the six months ended June 30, 2015 and 2014 .

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On March 9, 2015, the Company completed a retrospective reinsurance transaction to cede a portfolio of policies comprised of liabilities arising from asbestos and environmental exposures that originated before 1992 in exchange for payments totaling $89.0 million , which included cash paid at closing of $69.9 million . At the time of the transaction, reserves for unpaid losses and loss adjustment expenses on the policies ceded totaled $94.1 million , resulting in a deferred gain of $5.1 million which will be recognized in earnings in future periods in proportion to actual reinsurance recoveries received pursuant to the transaction. The ceded reserves represented approximately 35% of our net asbestos and environmental reserves for losses and loss adjustment expenses as of December 31, 2014.

9. Income Taxes

The effective tax rate was 16% and 24% for the six months ended June 30, 2015 and 2014 , respectively. For the six months ended June 30, 2015 , the effective tax rate differs from the U.S. statutory tax rate of 35% primarily as a result of tax-exempt investment income and foreign tax credits for foreign taxes paid. In previous periods, foreign taxes paid were not available for use as tax credits against the Company's U.S. provision for income taxes. Based on the Company's estimated earnings from foreign operations in 2015, the Company expects that significant foreign taxes paid, both in the current period and prior periods, will be available for use as credits against its U.S. provision for income taxes in 2015. These projected tax credits will expire in 2025. For the six months ended June 30, 2014 , the effective tax rate differs from the U.S. statutory tax rate of 35% primarily as a result of tax-exempt investment income. The decrease in the effective tax rate in 2015 compared to 2014 was primarily due to the impact of the foreign tax credits described above. This decrease was partially offset by the impact of anticipating a smaller tax benefit related to tax-exempt investment income, which resulted from having higher estimated income before income taxes in 2015 compared to 2014.

The effective tax rate for the quarter ended June 30, 2015 was 8% . The difference in the effective tax rate for the quarter ended June 30, 2015 compared to the effective tax rate for the six months ended June 30, 2015 is due to a decrease in the 2015 estimated annual effective tax rate as of June 30, 2015 compared to the estimated annual effective tax rate as of March 31, 2015. The decrease in the estimated annual effective tax rate as of June 30, 2015 compared to that estimated as of March 31, 2015 was primarily due to a decrease in the Company's estimate of projected foreign income that is subject to U.S. tax for 2015.

10. Net Income per Share

Net income per share was determined by dividing adjusted net income to shareholders by the applicable weighted average shares outstanding. Diluted net income per share is computed by dividing adjusted net income to shareholders by the weighted average number of common shares and dilutive potential common shares outstanding during the period.



	Quarter Ended June 30,					Six Months Ended June 30,
(in thousands, except per share amounts)	2015		2014			2015		2014
Net income to shareholders	$	91,369	$	40,068		$	282,361	$	127,784
Adjustment of redeemable noncontrolling interests	3,062		(2,701		)	1,715		(2,584		)
Adjusted net income to shareholders	$	94,431	$	37,367		$	284,076	$	125,200

Basic common shares outstanding	13,975		13,984			13,973		13,989
Dilutive potential common shares from conversion of options	9		10			10		11
Dilutive potential common shares from conversion of restricted stock	68		61			74		56
Diluted shares outstanding	14,052		14,055			14,057		14,056
Basic net income per share	$	6.76	$	2.67		$	20.33	$	8.95
Diluted net income per share	$	6.72	$	2.66		$	20.21	$	8.91

11. Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes net holding gains (losses) arising during the period, changes in unrealized other-than-temporary impairment losses on fixed maturities arising during the period and reclassification adjustments for net gains

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included in net income. Other comprehensive income (loss) also includes changes in foreign currency translation adjustments and changes in net actuarial pension loss.

The following table presents the change in accumulated other comprehensive income by component, net of taxes and noncontrolling interests, for the six months ended June 30, 2015 and 2014 .



(dollars in thousands)	Unrealized Holding Gains on Available-for-Sale Securities			Foreign Currency			Net Actuarial Pension Loss			Total
December 31, 2013	$	1,131,507		$	(11,246	)	$	(30,456	)	$	1,089,805
Other comprehensive income before reclassifications	355,623			7,572			—			363,195
Amounts reclassified from accumulated other comprehensive income	(10,762		)	—			644			(10,118		)
Total other comprehensive income	344,861			7,572			644			353,077
June 30, 2014	$	1,476,368		$	(3,674	)	$	(29,812	)	$	1,442,882

December 31, 2014	$	1,793,254		$	(43,491	)	$	(45,206	)	$	1,704,557
Other comprehensive loss before reclassifications	(109,001		)	(11,373		)	—			(120,374		)
Amounts reclassified from accumulated other comprehensive income	(14,037		)	—			932			(13,105		)
Total other comprehensive income (loss)	(123,038		)	(11,373		)	932			(133,479		)
June 30, 2015	$	1,670,216		$	(54,864	)	$	(44,274	)	$	1,571,078

The following table summarizes the tax expense (benefit) associated with each component of other comprehensive income (loss).



	Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2015			2014			2015			2014
Change in net unrealized gains on investments:
Net holding gains (losses) arising during the period	$	(113,579	)	$	97,681		$	(57,997	)	$	173,204
Change in unrealized other-than-temporary impairment losses on fixed maturities arising during the period	(3		)	5			38			569
Reclassification adjustments for net gains included in net income	(2,576		)	(1,523		)	(5,672		)	(3,677		)
Change in net unrealized gains on investments	(116,158		)	96,163			(63,631		)	170,096
Change in foreign currency translation adjustments	1,872			1,124			833			1,466
Change in net actuarial pension loss	117			81			233			161
Total	$	(114,169	)	$	97,368		$	(62,565	)	$	171,723

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The following table presents the details of amounts reclassified from accumulated other comprehensive income into income, by component.



	Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2015			2014			2015			2014
Unrealized holding gains on available-for-sale securities:
Other-than-temporary impairment losses	$	—		$	(1,007	)	$	(5,092	)	$	(1,007	)
Net realized investment gains, excluding other-than-temporary impairment losses	7,560			7,348			24,801			15,446
Total before taxes	7,560			6,341			19,709			14,439
Income taxes	(2,576		)	(1,523		)	(5,672		)	(3,677		)
Reclassification of unrealized holding gains, net of taxes	$	4,984		$	4,818		$	14,037		$	10,762

Net actuarial pension loss:
Underwriting, acquisition and insurance expenses	$	(586	)	$	(406	)	$	(1,165	)	$	(805	)
Income taxes	117			81			233			161
Reclassification of net actuarial pension loss, net of taxes	$	(469	)	$	(325	)	$	(932	)	$	(644	)

12. Contingencies

Contingencies arise in the normal course of the Company's operations and are not expected to have a material impact on the Company's financial condition or results of operations.

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Item 2. Management ' s Discussion and Analysis of Financial Condition and Results of Operations

The accompanying consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of Markel Corporation and its subsidiaries (the Company).

Critical Accounting Estimates

Critical accounting estimates are those estimates that both are important to the portrayal of our financial condition and results of operations and require us to exercise significant judgment. The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of material contingent assets and liabilities, including litigation contingencies. These estimates, by necessity, are based on assumptions about numerous factors.

We review the following critical accounting estimates and assumptions quarterly: evaluating the adequacy of reserves for unpaid losses and loss adjustment expenses, life and annuity reinsurance benefit reserves, the reinsurance allowance for doubtful accounts and income tax liabilities, as well as analyzing the recoverability of deferred tax assets, estimating reinsurance premiums written and earned and evaluating the investment portfolio for other-than-temporary declines in estimated fair value. Critical accounting estimates and assumptions for goodwill and intangible assets are reviewed in conjunction with an acquisition and goodwill and indefinite-lived intangible assets are reassessed at least annually for impairment. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements.

Readers are urged to review our 2014 Annual Report on Form 10-K for a more complete description of our critical accounting estimates.

Our Business

We are a diverse financial holding company serving a variety of niche markets. Our principal business markets and underwrites specialty insurance products. We believe that our specialty product focus and niche market strategy enable us to develop expertise and specialized market knowledge. We seek to differentiate ourselves from competitors by our expertise, service, continuity and other value-based considerations. We also own interests in various industrial and service businesses that operate outside of the specialty insurance marketplace. Our financial goals are to earn consistent underwriting and operating profits and superior investment returns to build shareholder value.

We monitor and report our ongoing underwriting operations in the following three segments: U.S. Insurance, International Insurance and Reinsurance. In determining how to aggregate and monitor our underwriting results, management considers many factors, including the geographic location and regulatory environment of the insurance entity underwriting the risk, the nature of the insurance product sold, the type of account written and the type of customer served. The U.S. Insurance segment includes all direct business and facultative placements written by our insurance subsidiaries domiciled in the United States. The International Insurance segment includes all direct business and facultative placements written by our insurance subsidiaries domiciled outside of the United States, including our syndicate at Lloyd's of London (Lloyd's). The Reinsurance segment includes all treaty reinsurance written across the Company. Results for lines of business discontinued prior to, or in conjunction with, acquisitions are reported in the Other Insurance (Discontinued Lines) segment. All investing activities related to our insurance operations are included in the Investing segment.

Our U.S. Insurance segment includes both hard-to-place risks written outside of the standard market on an excess and surplus lines basis and unique and hard-to-place risks that must be written on an admitted basis due to marketing and regulatory reasons. The following products are included in this segment: catastrophe-exposed property, professional liability, products liability, general liability, commercial umbrella, marine, workers' compensation, classic automobiles, specialty program insurance for well-defined niche markets, personal property and liability coverages and other coverages tailored for unique exposures. Business in this segment is written through our Wholesale, Specialty and Global Insurance divisions. The Wholesale division writes commercial risks, primarily on an excess and surplus lines basis, using a network of wholesale brokers managed on a regional basis. The Specialty division writes program insurance and other specialty coverages for well-defined niche markets, primarily on an admitted basis. The Global Insurance division writes risks outside of the standard market on both an admitted and non-admitted basis. Global Insurance division business written by our U.S. insurance subsidiaries is included in this segment.

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Our International Insurance segment writes risks that are characterized by either the unique nature of the exposure or the high limits of insurance coverage required by the insured. Risks written in the International Insurance segment are written on either a direct basis or a subscription basis, the latter of which means that loss exposures brought into the market are typically insured by more than one insurance company or Lloyd's syndicate. When we write business in the subscription market, we prefer to participate as lead underwriter in order to control underwriting terms, policy conditions and claims handling. Products offered within our International Insurance segment include primary and excess of loss property, casualty, excess liability, professional liability, equine, marine, energy and trade credit insurance. Business included in this segment is produced through our Markel International and Global Insurance divisions. The Markel International division writes business worldwide from our London-based platform, which includes our syndicate at Lloyd's. Global Insurance division business written by our non-U.S. insurance subsidiaries, which primarily targets Fortune 1000 accounts, is included in this segment.

Our Reinsurance segment includes property, casualty and specialty treaty reinsurance products offered to other insurance and reinsurance companies globally through the broker market. Our treaty reinsurance offerings include both quota share and excess of loss reinsurance and are typically written on a participation basis, which means each reinsurer shares proportionally in the business ceded under the reinsurance treaty written. Principal lines of business include: property (including catastrophe-exposed property), general casualty, credit, surety, workers' compensation, professional liability, and marine and energy. Our reinsurance product offerings are underwritten by our Global Reinsurance division and our Markel International division.

For purposes of segment reporting, the Other Insurance (Discontinued Lines) segment includes lines of business that have been discontinued prior to, or in conjunction with, acquisitions. The lines were discontinued because we believed some aspect of the product, such as risk profile or competitive environment, would not allow us to earn consistent underwriting profits. The Other Insurance (Discontinued Lines) segment also includes development on asbestos and environmental (A&E) loss reserves and the results attributable to the run-off of our life and annuity reinsurance business.

Through our wholly-owned subsidiary Markel Ventures, Inc. (Markel Ventures), we own interests in various industrial and service businesses that operate outside of the specialty insurance marketplace. These businesses are viewed by management as separate and distinct from our insurance operations and are comprised of a diverse portfolio of companies from different industries, including manufacturing, healthcare, consumer and business and financial services. Local management teams oversee the day-to-day operations of these companies, while strategic decisions are made in conjunction with members of our executive management team, principally our President and Chief Investment Officer. While each of these companies is operated independently, we aggregate their financial results into two industry groups: manufacturing and non-manufacturing. Our strategy in making these investments is similar to our strategy for purchasing equity securities. We seek to invest in profitable companies, with honest and talented management, that exhibit reinvestment opportunities and capital discipline, at reasonable prices. We intend to own the businesses acquired for a long period of time.

In July 2014, we acquired 100% of the outstanding shares of Cottrell, Inc. (Cottrell), a privately held company headquartered in Gainesville, Georgia. Cottrell is a leading manufacturer of over-the-road car hauler equipment and related car hauler parts. Results attributable to Cottrell are included with the Company's non-insurance operations, which are not included in a reportable segment.

Key Performance Indicators

We measure financial success by our ability to compound growth in book value per share at a high rate of return over a long period of time. To mitigate the effects of short-term volatility, we measure ourselves over a five-year period. We believe that growth in book value per share is the most comprehensive measure of our success because it includes all underwriting, operating and investing results. We measure underwriting results by our underwriting profit or loss and combined ratio. We measure operating results from our Markel Ventures operations by earnings before interest, income taxes, depreciation and amortization (EBITDA), which is a non-GAAP financial measure, in conjunction with U.S. GAAP measures, including revenues and net income. Because EBITDA excludes interest, income taxes, depreciation and amortization, it provides an indicator of economic performance that is useful to both management and investors in evaluating our Markel Ventures businesses as it is not affected by levels of debt, interest rates, effective tax rates or levels of depreciation and amortization resulting from purchase accounting. We measure investing results by our taxable equivalent total investment return. Our quarterly performance measures are discussed below in greater detail under "Results of Operations."

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Results of Operations

The following table presents the components of net income to shareholders.



	Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2015			2014			2015			2014
Underwriting profit (loss)	$	41,711		$	(10,794	)	$	197,681		$	40,773
Net investment income	90,586			92,169			183,461			178,884
Net realized investment gains	6,105			7,120			11,676			24,514
Other revenues	250,357			194,083			510,415			380,254
Amortization of intangible assets	(16,949		)	(13,488		)	(31,589		)	(27,487		)
Other expenses	(242,236		)	(184,942		)	(473,237		)	(367,110		)
Interest expense	(29,288		)	(29,789		)	(58,600		)	(59,488		)
Income tax expense	(7,833		)	(13,218		)	(53,348		)	(41,698		)
Net income attributable to noncontrolling interests	(1,084		)	(1,073		)	(4,098		)	(858		)
Net income to shareholders	$	91,369		$	40,068		$	282,361		$	127,784

The components of net income to shareholders are discussed in detail under "Underwriting Results," "Investing Results," "Other Revenues and Other Expenses" and "Interest Expense and Income Taxes."

Underwriting Results

Underwriting profits are a key component of our strategy to grow book value per share. We believe that the ability to achieve consistent underwriting profits demonstrates knowledge and expertise, commitment to superior customer service and the ability to manage insurance risk. The property and casualty insurance industry commonly defines underwriting profit or loss as earned premiums net of losses and loss adjustment expenses and underwriting, acquisition and insurance expenses. We use underwriting profit or loss as a basis for evaluating our underwriting performance.

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Consolidated

The following table presents selected data from our underwriting operations.



	Quarter Ended June 30,								Six Months Ended June 30,
(dollars in thousands)	2015				2014				2015				2014
Gross premium volume	$	1,265,786			$	1,343,378			$	2,518,259			$	2,703,135
Net written premiums	1,034,344				1,084,331				2,069,774				2,223,642
Net retention	82		%		81		%		82		%		82		%
Earned premiums	957,557				965,599				1,901,207				1,914,974
Losses and loss adjustment expenses	536,194				610,406				983,189				1,152,709
Underwriting, acquisition and insurance expenses	379,652				365,987				720,337				721,492
Underwriting profit (loss)	41,711				(10,794		)		197,681				40,773

U.S. GAAP Combined Ratios ⁽¹⁾
U.S. Insurance	93		%		100		%		89		%		98		%
International Insurance	98		%		96		%		86		%		93		%
Reinsurance	100		%		100		%		94		%		97		%
Other Insurance (Discontinued Lines)	NM			⁽²⁾	NM			⁽²⁾	NM			⁽²⁾	NM			⁽²⁾
Markel Corporation (Consolidated)	96		%		101		%		90		%		98		%

⁽¹⁾

The U.S. GAAP combined ratio is a measure of underwriting performance and represents the relationship of incurred losses, loss adjustment expenses and underwriting, acquisition and insurance expenses to earned premiums. A combined ratio less than 100% indicates an underwriting profit, while a combined ratio greater than 100% reflects an underwriting loss. The U.S. GAAP combined ratio is the sum of the loss ratio and the expense ratio.The loss ratio represents the relationship of incurred losses and loss adjustment expenses to earned premiums. The expense ratio represents the relationship of underwriting, acquisition and insurance expenses to earned premiums.


⁽²⁾	NM – Ratio is not meaningful.

Our combined ratio was 96% and 90% , respectively for the quarter and six months ended June 30, 2015 compared to 101% and 98% , respectively, for the same periods of 2014 .

For the quarter ended June 30, 2015, the decrease in the consolidated combined ratio was driven by more favorable development on prior years' loss reserves in 2015 compared to 2014, partially offset by a higher expense ratio in 2015. The increase in prior year redundancies was primarily attributable to our U.S. Insurance and International Insurance segments. Additionally, prior year losses for the quarter ended June 30, 2014 included $27.2 million of adverse development on asbestos and environmental exposures within our Other Insurance (Discontinued Lines) segment. There was no comparable adverse development during the quarter ended June 30, 2015. The increase in the expense ratio was due in part to higher profit sharing costs in 2015 compared to 2014.

For the six months ended June 30, 2015, the decrease in the consolidated combined ratio was driven by more favorable development on prior years' loss reserves in 2015 compared to 2014. The increase in prior year redundancies in 2015 was due in part to a decrease in the estimated volatility of our consolidated net reserves for unpaid losses and loss adjustment expenses as a result of ceding a significant portion of our A&E exposures to a third party during the first quarter of 2015. As a result of this decrease in estimated volatility, our level of confidence in our net reserves for unpaid losses and loss adjustment expenses increased. Therefore, management reduced prior years' loss reserves by $36.0 million, or approximately two points on the consolidated combined ratio, in order to maintain a consolidated confidence level in a range consistent with our historic levels. This reduction in prior years' loss reserves occurred in our U.S. Insurance and International Insurance segments. Prior year losses for the six months ended June 30, 2014 included $27.2 million of adverse development on asbestos and environmental exposures within our Other Insurance (Discontinued Lines) segment, with no comparable adverse development during the six months ended June 30, 2015. Also contributing to the decrease in the consolidated combined ratio for the six months ended June 30, 2015 was a lower current accident year loss ratio. The decrease in the current accident year loss ratio was due to lower attritional losses in our U.S. Insurance and Reinsurance segments in 2015 compared to 2014.

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U.S. Insurance Segment

The combined ratio for the U.S. Insurance segment was 93% and 89% , respectively, for the quarter and six months ended June 30, 2015 compared to 100% and 98% , respectively, for the same periods of 2014 .

For the quarter ended June 30, 2015, the decrease in the combined ratio was driven by more favorable development of prior accident years' loss reserves and a lower current accident year loss ratio.


•	The decrease in the current accident year loss ratio for the quarter ended June 30, 2015 was due to lower attritional losses compared to 2014, primarily on our inland marine and professional liability lines within the Global Insurance division.

•

The U.S. Insurance segment's combined ratio for the quarter ended June 30, 2015 included $68.6 million of favorable development on prior years' loss reserves compared to $37.9 million for the same period in 2014. Favorable development on prior years' loss reserves experienced within the U.S. Insurance segment in 2015 occurred across several product lines, but was most significant on our casualty product lines, across several accident years, and on our brokerage property line, on the 2013 and 2014 accident years. The redundancies on prior years' loss reserves during 2014 were most significant on our casualty product lines across several accident years. In 2014, favorable development on our casualty product lines was partially offset by adverse development on our architects and engineers product line, primarily on the 2008 through 2013 accident years, and on our brokerage excess and umbrella product line, primarily on the 2012 and 2013 accident years. Adverse development on these two product lines totaled $12.9 million for the quarter ended June 30, 2014.

For the six months ended June 30, 2015, the decrease in the combined ratio was due to more favorable development of prior accident years' loss reserves and a lower current accident year loss ratio.


•	The decrease in the current accident year loss ratio for the six months ended June 30, 2015 was driven by lower attritional losses within each of our divisions, across several product lines.

•

The U.S. Insurance segment's combined ratio for the six months ended June 30, 2015 included $136.2 million of favorable development on prior years' loss reserves compared to $81.4 million for the same period in 2014. The increase in loss reserve redundancies in 2015 was due in part to an increase in the confidence level of our consolidated net reserves for unpaid losses and loss adjustment expenses during the first quarter of 2015, which resulted in a $36.0 million reduction to consolidated prior years' loss reserves, of which $19.0 million was in the U.S. Insurance segment (approximately two points on the segment combined ratio). Other favorable development on prior years' loss reserves experienced within the U.S. Insurance segment during 2015 was most significant on our casualty lines, across several accident years, and on our professional liability, brokerage property and workers compensation product lines, primarily on the 2013 and 2014 accident years. In 2014, the redundancies on prior years' loss reserves were most significant on our casualty product lines across several accident years. Favorable development on our casualty product lines in 2014 was partially offset by $23.3 million of adverse development on our architects and engineers and brokerage excess and umbrella product lines.

International Insurance Segment

The combined ratio for the International Insurance segment was 98% and 86% , respectively, for the quarter and six months ended June 30, 2015 compared to 96% and 93% , respectively for the same periods of 2014 .

For the quarter ended June 30, 2015, a higher current accident year loss ratio and higher expense ratio were partially offset by more favorable development on prior years' loss reserves.


•	The increase in the current accident year loss ratio was driven by large losses in our marine and energy and professional liability lines in the second quarter of 2015.

•

The International Insurance segment's combined ratio for the quarter ended June 30, 2015 included $43.4 million of favorable development on prior years' loss reserves compared to $29.6 million in 2014. For the quarter ended June 30, 2015, the favorable development on prior years' loss reserves was most significant on our marine and energy and professional liability product lines on the 2012 and 2013 accident years. The favorable development on prior years' loss reserves in 2014 was primarily within the Markel International division and was spread across several product lines, primarily on the 2011 and 2012 accident years. The increase in loss reserve redundancies in the second quarter of 2015 compared to the second quarter of 2014 was driven by more favorable development on our marine and energy and professional liability product lines within the Markel International division.


•	The increase in the expense ratio was due to higher profit sharing costs and higher general expenses in 2015 compared to 2014.

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For the six months ended June 30, 2015, the decrease in the combined ratio was driven by more favorable development on prior years' loss reserves, which was partially offset by a higher expense ratio.

•

The International Insurance segment's combined ratio for the six months ended June 30, 2015 included $120.0 million of favorable development on prior years' loss reserves compared to $71.9 million in 2014. The increase in loss reserve redundancies in 2015 was due in part to an increase in the confidence level of our consolidated net reserves for unpaid losses and loss adjustment expenses during the first quarter of 2015, which resulted in a $36.0 million reduction to consolidated prior years' loss reserves, of which $17.0 million was in the International Insurance segment (approximately four points on the segment combined ratio). We also experienced favorable prior year development in the Global Insurance division in 2015, compared to slightly adverse development in 2014, driven by reductions in case reserves for losses and loss adjustment expenses on a small number of large general liability and professional liability claims. For the six months ended June 30, 2015, the favorable development on prior years' loss reserves occurred across several product lines, primarily on the 2012 to 2014 accident years. Redundancies in 2015 were most significant on our marine and energy and general liability product lines. The favorable development on prior years' loss reserves in 2014 was primarily on our marine and energy, professional liability and general liability product lines within the Markel International division, on the 2010 to 2012 accident years.


•	The increase in the expense ratio was due to higher profit sharing costs and higher general expenses in 2015 compared to 2014.

Reinsurance Segment

The combined ratio for the Reinsurance segment was 100% and 94% , respectively, for the quarter and six months ended June 30, 2015 compared to 100% and 97% , respectively, for the same periods of 2014 .

For the quarter ended June 30, 2015 the combined ratio was flat compared to 2014, as both the loss ratio and expense ratio in 2015 were consistent with 2014.

•

The current accident year loss ratio for the quarter ended June 30, 2015 increased slightly compared to 2014, driven by large property and energy losses in the quarter, which were partially offset by a favorable impact from changes in mix of business. During 2014, we ceased writing auto reinsurance in the United Kingdom. This product line generally carries a higher loss ratio than the rest of the segment. Our property business, which generally carries a lower loss ratio than the rest of the segment, comprised a larger portion of the segment in 2015 compared to 2014.

•

The Reinsurance segment's combined ratio for the quarter ended June 30, 2015 included $15.1 million of favorable development on prior years' loss reserves compared to $13.4 million in 2014. The favorable development on prior years' loss reserves in 2015 was most significant on our casualty and short-tail property lines of business, on the 2013 and 2014 accident years. For financial reporting purposes, development on pre-acquisition accident years' loss reserves attributable to business previously written by Alterra Capital Holdings Limited (Alterra) is included in the 2013 accident year. The favorable development on prior years' loss reserves in 2014 was primarily on our property lines on the 2012 and 2013 accident years.

For the six months ended June 30, 2015, the decrease in the combined ratio was driven by a lower current accident year loss ratio.


•	The decrease in the current accident year loss ratio for the six months ended June 30, 2015 was driven by lower property losses in 2015 compared to 2014.

•

The Reinsurance segment's combined ratio for the six months ended June 30, 2015 included $41.5 million of favorable development on prior years' loss reserves compared to $41.6 million in 2014. The favorable development on prior years' loss reserves in 2015 was most significant on our casualty and short-tail property lines of business, on the 2013 and 2014 accident years. The favorable development on prior years' loss reserves in 2014 was primarily on our property lines on the 2012 and 2013 accident years.

Other Insurance (Discontinued Lines)

The Other Insurance (Discontinued Lines) segment produced an underwriting profit of $1.6 million and an underwriting loss of $1.4 million for the quarter and six months ended June 30, 2015 , respectively, compared to an underwriting loss of $21.3 million and $27.8 million , respectively, for the same periods of 2014 .

The underwriting loss for both the quarter and six months ended June 30, 2014 included $27.2 million of adverse loss reserve development on A&E exposures as a result of our annual review of these exposures. We complete an annual review of A&E exposures during the third quarter of the year unless circumstances suggest an earlier review is appropriate. During 2014, based on recent activity on a small number of claims, we accelerated our annual review to the second quarter. During our 2014 review, we increased our expectation of the severity of the outcome of certain claims subject to litigation. As the ultimate

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outcome of known claims increases, our expected ultimate closure value on unreported claims also increases. As a result of these developments, we increased prior years' loss reserves accordingly. For the quarter ended June 30, 2014, adverse development on A&E exposures was partially offset by favorable movements in prior years loss reserves and allowances for reinsurance bad debt related to discontinued lines of business originally written by our Markel International division. Our 2015 review of A&E exposures will be performed during the third quarter.

Premiums and Net Retentions

We monitor the effect of movements in foreign currency exchange rates on gross premium volume and earned premiums. To the extent there are significant variations in foreign currency exchange rates between the U.S. dollar and the foreign currencies in which our insurance business is transacted, management uses the change in gross premium volume and earned premiums at a constant rate of exchange to evaluate trends in premium volume. The impact of foreign currency translation is excluded, when significant, as the effect of fluctuations in exchange rates could distort the analysis of trends. When excluding the effect of foreign currency translation on changes in premium, management uses the current period average exchange rates to translate both the current period and the prior period foreign currency denominated gross premiums written and earned premiums.

The following tables summarize gross premium volume, net written premiums and earned premiums by segment.



Gross Premium Volume
	Quarter Ended June 30,					Six Months Ended June 30,
(dollars in thousands)	2015		2014			2015		2014
U.S. Insurance	$	668,853	$	681,371		$	1,254,218	$	1,256,604
International Insurance	338,159		359,120			627,386		653,356
Reinsurance	258,745		302,950			636,582		792,911
Other Insurance (Discontinued Lines)	29		(63		)	73		264
Total	$	1,265,786	$	1,343,378		$	2,518,259	$	2,703,135

Gross premium volume for the quarter and six months ended June 30, 2015 decreased 6% and 7%, respectively, compared to the same periods of 2014. At a constant rate of exchange, gross premium volume for the quarter and six months ended June 30, 2015 would have decreased 4% and 5%, respectively, compared to the same periods of 2014. In both periods, the decrease was primarily attributable to lower gross premium volume in the Reinsurance segment. For the quarter ended June 30, 2015, the decrease in gross premium volume in the Reinsurance segment compared to the same period of 2014 was due in part to lower gross premium volume in our property product lines. For the six months ended June 30, 2015, the decrease in gross premium volume compared to 2014 was largely due to changes in our auto reinsurance book. During 2014, we ceased writing auto reinsurance in the United Kingdom. Additionally, we decreased our quota share percentage on our non-standard auto reinsurance business. Gross premium volume in our International Insurance segment decreased 6% and 4% for the quarter and six months ended June 30, 2015 , respectively, compared to the same periods of 2014, primarily driven by the impact of changes in foreign currency exchange rates. At a constant rate of exchange, gross premium volume in the International Insurance segment would have decreased 1% for the quarter ended June 30, 2015 and increased 1% for the six months ended June 30, 2015 , compared to the same periods of 2014.

We have continued to see small price increases across many of our product lines during 2015. However, beginning in 2014 and continuing into 2015, we have experienced softening prices across most of our property product lines, as well as on our marine and energy lines. Our large account business is also subject to more pricing pressure. When we believe the prevailing market price will not support our underwriting profit targets, the business is not written. As a result of our underwriting discipline, gross premium volume may vary when we alter our product offerings to maintain or improve underwriting profitability.

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Net Written Premiums
	Quarter Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2015		2014		2015		2014
U.S. Insurance	$	554,638	$	560,282	$	1,050,807	$	1,034,336
International Insurance	264,129		270,552		486,837		499,672
Reinsurance	215,520		253,085		531,732		689,082
Other Insurance (Discontinued Lines)	57		412		398		552
Total	$	1,034,344	$	1,084,331	$	2,069,774	$	2,223,642

Net retention of gross premium volume for both the quarter and six months ended June 30, 2015 was 82% compared to 81% and 82% , respectively, for the same periods of 2014 . The increase in net retention for the quarter ended June 30, 2015 compared to the same period of 2014 was driven by higher retention within the International segment. The professional liability and general liability product lines within the Markel International division carry higher retention rates than the rest of the International Insurance segment and comprised a larger portion of the segment in 2015 compared to 2014. For the six month period ended June 30, 2015, the impact of higher retentions in our International Insurance segment was offset by lower retentions on our property product lines within the Reinsurance segment, which comprised a larger portion of our premium volume in the Reinsurance segment in 2015 compared to 2014. We purchase reinsurance and retrocessional reinsurance in order to manage our net retention on individual risks and enable us to write policies with sufficient limits to meet policyholder needs.



Earned Premiums
	Quarter Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2015		2014		2015		2014
U.S. Insurance	$	520,446	$	499,083	$	1,035,000	$	982,818
International Insurance	223,941		239,861		429,902		462,008
Reinsurance	213,140		226,289		435,894		469,604
Other Insurance (Discontinued Lines)	30		366		411		544
Total	$	957,557	$	965,599	$	1,901,207	$	1,914,974

Earned premiums for the quarter and six months ended June 30, 2015 decreased 1% compared to the same periods of 2014 . The decrease in earned premiums for the quarter and six months ended June 30, 2015 was driven by the effects of foreign currency exchange rate movements in our International Insurance and Reinsurance segments, which more than offset higher earned premiums in the U.S. Insurance segment. Lower earned premiums in the Reinsurance segment were also due to lower gross premium volume. The increase in earned premiums in our U.S. Insurance segment for the quarter and six months ended June 30, 2015 was primarily due to higher earned premiums on various product lines within our Specialty division compared to the same periods of 2014. At a constant rate of exchange, consolidated earned premiums for both the quarter and six months ended June 30, 2015 would have increased 2% compared to the same periods of 2014.

Investing Results

We evaluate our investment performance by analyzing taxable equivalent total investment return. Taxable equivalent total investment return includes items that impact net income, such as coupon interest on fixed maturities, dividends on equity securities and realized investment gains or losses, as well as changes in unrealized gains or losses, which do not impact net income. Certain items that are included in net investment income have been excluded from the calculation of taxable equivalent total investment return, such as amortization and accretion of premiums and discounts on our fixed maturity portfolio, to provide a comparable basis for measuring our investment return against industry investment returns. The calculation of taxable equivalent total investment return also includes the current tax benefit associated with income on certain investments that is either taxed at a lower rate than the statutory income tax rate or is not fully included in federal taxable income. We believe the taxable equivalent total investment return is a better reflection of the economics of our decision to invest in certain asset classes. We focus on our long-term investment return, understanding that the level of realized and unrealized investment gains or losses may vary from one period to the next.

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The following table summarizes our investment performance.



	Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2015			2014			2015			2014
Net investment income	$	90,586		$	92,169		$	183,461		$	178,884
Net realized investment gains	$	6,105		$	7,120		$	11,676		$	24,514
Change in net unrealized gains on investments	$	(351,332	)	$	299,692		$	(186,669	)	$	514,957
Investment yield ⁽¹⁾	0.6		%	0.6		%	1.2		%	1.2		%
Taxable equivalent total investment return, before foreign currency effect ⁽²⁾							0.3		%	4.5		%
Taxable equivalent total investment return ⁽²⁾							(0.5		)%	4.6		%


⁽¹⁾	Investment yield reflects net investment income as a percentage of monthly average invested assets at amortized cost.


⁽²⁾	Taxable equivalent total investment return is only analyzed on an year to date basis.

The following table reconciles investment yield to taxable equivalent total investment return.



	Six Months Ended June 30,
	2015		2014
Investment yield ⁽¹⁾	1.2	%	1.2	%
Adjustment of investment yield from book value to market value	(0.2	)%	(0.2	)%
Net amortization of net premium on fixed maturity securities	0.3	%	0.3	%
Net realized investment gains and change in net unrealized gains on investments	(0.9	)%	3.1	%
Taxable equivalent effect for interest and dividends ⁽²⁾	0.3	%	0.2	%
Other ⁽³⁾	(1.2	)%	—	%
Taxable equivalent total investment return	(0.5	)%	4.6	%


⁽¹⁾	Investment yield reflects net investment income as a percentage of monthly average invested assets at amortized cost.


⁽²⁾	Adjustment to tax-exempt interest and dividend income to reflect a taxable equivalent basis.


⁽³⁾	Adjustment to reflect the impact of changes in foreign currency exchange rates and time-weighting the inputs to the calculation of taxable equivalent total investment return.

The decrease in net investment income for the quarter ended June 30, 2015 was driven by lower bond income on our fixed maturity portfolio due to lower bond holdings compared to the same period of 2014. This decrease was partially offset by increased dividend income on our equity portfolio due to higher equity security holdings in 2015 compared to 2014. The increase in net investment income for the six months ended June 30, 2015 was primarily attributable to increased dividend income on our equity portfolio due to higher equity security holdings in 2015 compared to 2014. See note 3(d) of the notes to consolidated financial statements for details regarding the components of net investment income. There were no write downs for other-than-temporary declines in the estimated fair value of investments for the quarter ended June 30, 2015. Net realized investment gains for the second quarter of 2014 included $1.0 million of write downs for other-than-temporary declines in the estimated fair value of investments. Net realized investment gains for the six months ended June 30, 2015 included $5.1 million of write downs for other-than-temporary declines in the estimated fair value of investments compared to $1.0 million for the same period of 2014.

We complete a detailed analysis each quarter to assess whether the decline in the fair value of any investment below its cost basis is deemed other-than-temporary. At June 30, 2015 , we held securities with gross unrealized losses of $63.8 million , or less than 1% of invested assets. All securities with unrealized losses were reviewed, and we believe that there were no securities with indications of declines in estimated fair value that were other-than-temporary at June 30, 2015 . However, given the volatility in the debt and equity markets, we caution readers that further declines in fair value could be significant and may result in additional other-than-temporary impairment charges in future periods. Variability in the timing of realized and unrealized gains and losses is to be expected.

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Other Revenues and Other Expenses

Markel Ventures Operations

Operating revenues and expenses associated with our Markel Ventures operations are included in other revenues and other expenses in the consolidated statements of income and comprehensive income (loss). We consolidate our Markel Ventures operations on a one-month lag. The following table summarizes the operating revenues, net income (loss) to shareholders and EBITDA from our Markel Ventures operations.



	Quarter Ended June 30,					Six Months Ended June 30,
(dollars in thousands)	2015			2014		2015		2014
Operating revenues	$	239,553		$	183,642	$	484,996	$	354,848
Net income (loss) to shareholders	$	(2,554	)	$	4,077	$	7,956	$	5,144
EBITDA	$	13,180		$	20,946	$	46,769	$	35,057

Revenues from our Markel Ventures operations increased $55.9 million and $130.1 million for the quarter and six months ended June 30, 2015 compared to the same periods of 2014 . For the quarter ended June 30, 2015, the increase in revenues was primarily driven by our acquisition of Cottrell in July 2014, partially offset by lower sales volume in certain of our other manufacturing operations compared to the same period of 2014. For the six months ended June 30, 2015, the increase in revenues is primarily attributable to the acquisition of Cottrell and higher revenues within our other manufacturing operations, due in part to higher sales volume in 2015 compared to 2014. Revenues for the six months ended June 30, 2015 also reflected growth in certain of our non-manufacturing operations, which was partially offset by the impact of slower activity in our residential home sales in 2015 compared to 2014.

Net income (loss) to shareholders and EBITDA from our Markel Ventures operations decreased for the quarter ended June 30, 2015 compared to the same period of 2014 primarily due to an increase in our estimate of the contingent consideration obligation related to the acquisition of Cottrell, partially offset by the contribution of earnings attributable to Cottrell in 2015. A portion of the purchase consideration for Cottrell is based on Cottrell's post-acquisition earnings through 2015, as defined in the purchase agreement, which we now expect will exceed our initial projection. As a result, our estimate of the fair value of the contingent consideration increased by $17.6 million during the second quarter of 2015. As of June 30, 2015, the fair value of our outstanding contingent consideration obligation was $31.1 million, which we expect to pay in 2016. While this obligation is subject to further changes based on Cottrell's actual results through December 31, 2015, we do not believe the impact of such an adjustment would be material to our results of operations or cash flows. Net income to shareholders and EBITDA from our Markel Ventures operations increased for the six months ended June 30, 2015 compared to the same period of 2014 primarily due to our acquisition of Cottrell and more favorable results within certain of our manufacturing operations, partially offset by the increase in our contingent consideration obligation related to the acquisition of Cottrell.

Markel Ventures EBITDA is a non-GAAP financial measure. We use Markel Ventures EBITDA as an operating performance measure in conjunction with U.S. GAAP measures, including revenues and net income (loss), to monitor and evaluate the performance of our Markel Ventures operations. Because EBITDA excludes interest, income taxes, depreciation and amortization, it provides an indicator of economic performance that is useful to both management and investors in evaluating our Markel Ventures businesses as it is not affected by levels of debt, interest rates, effective tax rates or levels of depreciation and amortization resulting from purchase accounting. The following table reconciles EBITDA of Markel Ventures, net of noncontrolling interests, to consolidated net income to shareholders.

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	Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2015			2014			2015			2014
Markel Ventures EBITDA - Manufacturing	$	8,261		$	15,923		$	36,094		$	23,331
Markel Ventures EBITDA - Non-Manufacturing	4,919			5,023			10,675			11,726
Markel Ventures EBITDA - Total	13,180			20,946			46,769			35,057
Interest expense ⁽¹⁾	(3,330		)	(2,382		)	(6,868		)	(4,763		)
Income tax expense	1,139			(3,977		)	(5,031		)	(4,463		)
Depreciation expense	(7,215		)	(5,922		)	(14,242		)	(11,151		)
Amortization of intangible assets	(6,328		)	(4,588		)	(12,672		)	(9,536		)
Markel Ventures net income (loss) to shareholders	(2,554		)	4,077			7,956			5,144
Net income from other Markel operations	93,923			35,991			274,405			122,640
Net income to shareholders	$	91,369		$	40,068		$	282,361		$	127,784


⁽¹⁾	Interest expense for the quarters ended June 30, 2015 and 2014 includes intercompany interest expense of $2.5 million and $1.6 million , respectively. Interest expense for the six months ended June 30, 2015 and 2014 includes intercompany interest expense of $5.1 million and $3.2 million , respectively.

Life and Annuity Benefits

The Other Insurance (Discontinued Lines) segment for the quarter ended June 30, 2015 included other revenues of $0.4 million and other expenses of $3.3 million , compared to other revenues of $0.1 million and other expenses of $8.7 million for the same period of 2014 . The Other Insurance (Discontinued Lines) segment for the six months ended June 30, 2015 included other revenues of $0.3 million and other expenses of $10.7 million , compared to other revenues of $0.2 million and other expenses of $17.3 million for the same period of 2014 . The other revenues and other expenses included in the Other Insurance (Discontinued Lines) segment are related to the run-off of our life and annuity reinsurance business. The life and annuity benefit reserves were acquired as part of our acquisition of Alterra and are recorded on a discounted present value basis using assumptions that were determined as of May 1, 2013. The accretion of this discount is recognized in the statement of income and comprehensive income (loss) as other expenses. Invested assets and the related investment income that support the life and annuity reinsurance contracts are reported in the Investing segment. As a result, we expect the results reported in the Other Insurance (Discontinued Lines) segment attributable to our life and annuity business will continue to reflect losses in future periods due to the accretion of the discount on the life and annuity benefit reserves, which are forecasted to pay out over the next 40 to 50 years. Other revenues attributable to the life and annuity business included in the Other Insurance (Discontinued Lines) segment represent ongoing premium adjustments on existing contracts.

On April 24, 2015, we completed a novation that transferred our obligations under a reinsurance contract for life and annuity benefit policies to a third party in exchange for cash payments totaling $29.0 million , net of commissions. At the time of the transaction, reserves for life and annuity benefits on the novated reinsurance contract totaled $32.6 million , resulting in a gain of $3.6 million that was recorded as an offset to other expenses.

Interest Expense and Income Taxes

Interest expense for the quarter and six months ended June 30, 2015 was $29.3 million and $58.6 million , respectively, which is comparable to the quarter and six months ended June 30, 2014 with $29.8 million and $59.5 million of interest expense, respectively.

The effective tax rate was 16% and 24% for the six months ended June 30, 2015 and 2014 , respectively. For the six months ended June 30, 2015 , the effective tax rate differs from the U.S. statutory tax rate of 35% primarily as a result of tax-exempt investment income and foreign tax credits for foreign taxes paid. In previous periods, foreign taxes paid were not available for use as tax credits against our U.S. provision for income taxes and may not be available in future periods. Based on our estimated earnings from our foreign operations in 2015, we expect that significant foreign taxes paid, both in the current period and prior periods, will be available for use as credits against our U.S. provision for income taxes in 2015. Our anticipated recognition of these tax credits in 2015 has a favorable impact on our 2015 effective tax rate of approximately 12%. We caution readers that a similar benefit may not be recognizable in future years. For the six months ended June 30, 2014 , the effective tax rate differs from the U.S. statutory tax rate of 35% primarily as a result of tax-exempt investment income. The decrease in the effective tax rate in 2015 compared to 2014 was primarily due to the impact of the foreign tax credits described above. This decrease was partially offset by the impact of anticipating a smaller tax benefit related to tax-exempt investment income, which resulted from having higher estimated income before income taxes in 2015 compared to 2014.

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The effective tax rate for the quarter ended June 30, 2015 was 8%. The difference in the effective tax rate for the quarter ended June 30, 2015 compared to the effective tax rate for the six months ended June 30, 2015 is due to a decrease in the 2015 estimated annual effective tax rate as of June 30, 2015 compared to the estimated annual effective tax rate as of March 31, 2015. The decrease in the estimated annual effective tax rate as of June 30, 2015 compared to the estimate as of March 31, 2015 was primarily due to a decrease in our estimate of projected foreign income that is subject to U.S. tax for 2015.

Our effective tax rate, which is based upon the expected annual effective tax rate, may fluctuate from period to period based on the relative mix of income or loss reported by jurisdiction and the varying tax rates in each jurisdiction.

Comprehensive Income (Loss) to Shareholders

Comprehensive loss to shareholders was $132.9 million for the second quarter of 2015 compared to comprehensive income to shareholders of $250.6 million for the same period of 2014 . Comprehensive loss to shareholders for the second quarter of 2015 included net income to shareholders of $91.4 million , a decrease in net unrealized gains on investments, net of taxes, of $235.2 million and an increase in foreign currency translation adjustments, net of taxes, of $10.4 million . Comprehensive income to shareholders for the second quarter of 2014 included an increase in net unrealized gains on investments, net of taxes, of $203.5 million and net income to shareholders of $40.1 million .

Comprehensive income to shareholders was $148.9 million for the six months ended June 30, 2015 compared to $480.9 million for the same period of 2014 . Comprehensive income to shareholders for the six months ended June 30, 2015 included net income to shareholders of $282.4 million , a decrease in net unrealized gains on investments, net of taxes, of $123.0 million and a decrease in foreign currency translation adjustments, net of taxes, of $11.4 million . Comprehensive income to shareholders for the six months ended June 30, 2014 included an increase in net unrealized gains on investments, net of taxes, of $344.9 million and net income to shareholders of $127.8 million .

The decrease in net unrealized gains on investments, net of taxes, for both the quarter and six months ended June 30, 2015 was attributable to a decrease in the fair value of our fixed maturity portfolio as of June 30, 2015 compared to March 31, 2015 and December 31, 2014, respectively. The quarter ended June 30, 2015 also reflected the impact of a decline in the fair value of our equity portfolio.

The increase in net unrealized gains on investments, net of taxes, for both the quarter and six months ended June 30, 2014 was attributable to an increase in the fair value of both our fixed maturity and equity portfolios as of June 30, 2014 compared to March 31, 2014 and December 31, 2013, respectively.

Financial Condition

Investments, cash and cash equivalents and restricted cash and cash equivalents (invested assets) were $18.5 billion at June 30, 2015 compared to $18.6 billion at December 31, 2014 . Net unrealized gains on investments, net of taxes, were $1.7 billion at June 30, 2015 compared to $1.8 billion at December 31, 2014 . Equity securities were $4.4 billion , or 24% of invested assets, at June 30, 2015 compared to $4.1 billion , or 22% of invested assets, at December 31, 2014 .

Net cash provided by operating activities was $238.0 million for the six months ended June 30, 2015 compared to $237.1 million for the same period of 2014 . Net cash provided by operating activities for the six months ended June 30, 2015 included higher cash flows attributable to our Markel Ventures operations and lower payments for income taxes compared to the same period of 2014. Net cash provided by operating activities for the six months ended June 30, 2015 was net of a $29.0 million cash payment made to transfer our obligations under a reinsurance contract for life and annuity benefits to a third party. Net cash provided by operating activities for the six months ended June 30, 2015 was also net of a $69.9 million cash payment made in connection with a retrospective reinsurance transaction completed March 9, 2015, in which we ceded a portfolio of policies comprised of liabilities arising from A&E exposures that originated before 1992 to a third party. At the time of the transaction, reserves for unpaid losses and loss adjustment expenses on the policies ceded totaled $94.1 million . The net loss reserves underlying this transaction are expected to be formally transferred to the third party in 2015 by way of a Part VII transfer pursuant to the Financial Services and Markets Act 2000 of the United Kingdom. Due to the unique aspects of A&E exposures, the ultimate estimated value of loss reserves is subject to greater uncertainty than other types of claims. Although we believe our loss reserves for these A&E exposures were adequate, this transaction eliminates the uncertainty regarding the potential for adverse development of estimated ultimate liabilities on the underlying policies. While we recognize that the use of funds for this transaction results in lower investment income in the short term, eliminating these exposures provides us with additional flexibility to allocate capital from our insurance operations to our holding company, where we believe we may have opportunities to invest capital at a higher rate of return.

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Net cash used by investing activities was $288.3 million for the six months ended June 30, 2015 compared to $243.5 million for the same period of 2014 . Due to the low interest rate environment, during 2015, we continued to purchase equity securities and limit our allocation of funds for purchases of fixed maturities. We also allocated more cash and cash equivalents to short-term investments to maintain adequate liquidity and diversification. Cash flow from investing activities is affected by various factors such as anticipated payment of claims, financing activity, acquisition opportunities and individual buy and sell decisions made in the normal course of our investment portfolio management.

Net cash used by financing activities was $48.3 million for the six months ended June 30, 2015 compared to $38.8 million for the same period of 2014 . Cash of $22.7 million and $17.4 million was used to repurchase shares of our common stock during the first six months of 2015 and 2014, respectively.

We seek to maintain prudent levels of liquidity and financial leverage for the protection of our policyholders, creditors and shareholders. Our target capital structure includes approximately 30% debt. Our debt to capital ratio was 22% at June 30, 2015 and 23% at December 31, 2014 . From time to time, our debt to capital ratio may increase due to business opportunities that may be financed in the short term with debt. Alternatively, our debt to capital ratio may fall below our target capital structure, which provides us with additional borrowing capacity to respond when future opportunities arise.

We have access to various capital sources, including dividends from certain of our insurance subsidiaries, holding company invested assets, undrawn capacity under our revolving and secured credit facilities and access to the debt and equity capital markets. We believe that we have sufficient liquidity to meet our capital needs.

On May 19, 2015, we reduced the capacity of our $650 million secured credit facility, which expires in December 2015, to $550 million . We do not intend to renew this secured credit facility when it expires, however, we believe the capacity of our other credit facilities is sufficient to meet our needs.

Our holding company had $1.4 billion and $1.5 billion of invested assets at June 30, 2015 and December 31, 2014 , respectively.

Shareholders' equity was $7.7 billion at June 30, 2015 and $7.6 billion at December 31, 2014 . Book value per share increased to $554.97 at June 30, 2015 from $543.96 at December 31, 2014 primarily due to $148.9 million of comprehensive income to shareholders for the six months ended June 30, 2015 .

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Disclosures

Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in equity prices, interest rates, foreign currency exchange rates and commodity prices. Our consolidated balance sheets include assets and liabilities with estimated fair values that are subject to market risk. Our primary market risks have been equity price risk associated with investments in equity securities, interest rate risk associated with investments in fixed maturities and foreign currency exchange rate risk associated with our international operations. Various companies within our Markel Ventures operations are subject to commodity risk; however, this risk is not material to the Company.

As of June 30, 2015 , the carrying value of goodwill and intangible assets denominated in a foreign currency, which is not matched or hedged, was $252.4 million, compared to $262.9 million as of December 31, 2014 . The decrease is primarily due to the impact of the strengthening of the U.S. dollar against the Canadian dollar and the euro during the first quarter of 2015. During the six months ended June 30, 2015 , there were no other material changes to the market risk components described in our Annual Report on Form 10-K for the year ended December 31, 2014 .

Credit risk is the potential loss resulting from adverse changes in an issuer's ability to repay its debt obligations. General concern exists about municipalities that experience financial difficulties during periods of adverse economic conditions. We manage the exposure to credit risk in our municipal bond portfolio by investing in high quality securities and by diversifying our holdings, which are typically either general obligation or revenue bonds related to essential products and services.

We monitor our investment portfolio to ensure that credit risk does not exceed prudent levels. We have consistently invested in high credit quality, investment grade securities. Our fixed maturity portfolio has an average rating of "AA," with approximately 97% rated "A" or better by at least one nationally recognized rating organization. Our policy is to invest in investment grade securities and to minimize investments in fixed maturities that are unrated or rated below investment grade. At June 30, 2015 , less than 1% of our fixed maturity portfolio was unrated or rated below investment grade. Our fixed maturity portfolio includes securities issued with financial guaranty insurance. We purchase fixed maturities based on our assessment of the credit quality of the underlying assets without regard to insurance.

Our fixed maturity portfolio includes securities issued by foreign governments. General concern exists about the financial difficulties facing certain European countries in light of the adverse economic conditions experienced over the past several years. We monitor developments in foreign countries, currencies and issuers that could pose risks to our fixed maturity portfolio, including ratings downgrades, political and financial changes and the widening of credit spreads. We believe that our fixed maturity portfolio is highly diversified and is comprised of high quality securities. During the six months ended June 30, 2015 , there were no material changes in our foreign government fixed maturity holdings.

The estimated fair value of our investment portfolio at June 30, 2015 was $18.5 billion , 76% of which was invested in fixed maturities, short-term investments, cash and cash equivalents and restricted cash and cash equivalents and 24% of which was invested in equity securities. At December 31, 2014 , the estimated fair value of our investment portfolio was $18.6 billion , 78% of which was invested in fixed maturities, short-term investments, cash and cash equivalents and restricted cash and cash equivalents and 22% of which was invested in equity securities.

Our fixed maturities, equity securities and short-term investments are recorded at fair value, which is measured based upon quoted prices in active markets, if available. We determine fair value for these investments after considering various sources of information, including information provided by a third-party pricing service. The pricing service provides prices for substantially all of our fixed maturities and equity securities. In determining fair value, we generally do not adjust the prices obtained from the pricing service. We obtain an understanding of the pricing service's valuation methodologies and related inputs, which include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids, offers, duration, credit ratings, estimated cash flows and prepayment speeds. We validate prices provided by the pricing service by reviewing prices from other pricing sources and analyzing pricing data in certain instances.

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Item 4. Controls and Procedures

As of the end of the period covered by this quarterly report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15 (Disclosure Controls). This evaluation was conducted under the supervision and with the participation of our management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO).

Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based upon our controls evaluation, the CEO and CFO concluded that effective Disclosure Controls were in place to ensure that the information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There were no changes in our internal control over financial reporting during the second quarter of 2015 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Safe Harbor and Cautionary Statement

This report contains statements concerning or incorporating our expectations, assumptions, plans, objectives, future financial or operating performance and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may use words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to us or our management.

There are risks and uncertainties that may cause actual results to differ materially from predicted results in forward-looking statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additional factors that could cause actual results to differ from those predicted are set forth under "Risk Factors" and "Safe Harbor and Cautionary Statement" in our 2014 Annual Report on Form 10-K or are included in the items listed below:


•	our anticipated premium volume is based on current knowledge and assumes no significant man-made or natural catastrophes, no significant changes in products or personnel and no adverse changes in market conditions;


•	the effect of cyclical trends, including demand and pricing in the insurance and reinsurance markets;


•	actions by competitors, including consolidation, and the effect of competition on market trends and pricing;


•	we offer insurance and reinsurance coverage against terrorist acts in connection with some of our programs, and in other instances we are legally required to offer terrorism insurance; in both circumstances, we actively manage our exposure, but if there is a covered terrorist attack, we could sustain material losses;


•	the frequency and severity of man-made and natural catastrophes (including earthquakes and weather-related catastrophes) may exceed expectations, are unpredictable and, in the case of weather-related catastrophes, may be exacerbated if, as many forecast, conditions in the oceans and atmosphere result in increased hurricane, flood, drought or other adverse weather-related activity;


•	emerging claim and coverage issues, changing legal and social trends, and inherent uncertainties (including but not limited to those uncertainties associated with our A&E reserves) in the loss estimation process can adversely impact the adequacy of our loss reserves and our allowance for reinsurance recoverables;


•	reinsurance reserves are subject to greater uncertainty than insurance reserves, primarily because of reliance upon the original underwriting decisions made by ceding companies and the longer lapse of time from the occurrence of loss events to their reporting to the reinsurer for ultimate resolution;


•	changes in the assumptions and estimates used in establishing reserves for our life and annuity reinsurance book (which is in runoff), for example, changes in assumptions and estimates of mortality, longevity, morbidity and interest rates, could result in material increases in our estimated loss reserves for such business;


•	adverse developments in insurance coverage litigation or other legal or administrative proceedings could result in material increases in our estimates of loss reserves;


•	the failure of any loss limitation methods we employ;


•	changes in the availability, costs and quality of reinsurance coverage, which may impact our ability to write certain lines of business;


•	industry and economic conditions, deterioration in reinsurer credit quality and coverage disputes can affect the ability or willingness of reinsurers to pay balances due;


•	after the commutation of ceded reinsurance contracts, any subsequent adverse development in the re-assumed loss reserves will result in a charge to earnings;


•	regulatory actions can impede our ability to charge adequate rates and efficiently allocate capital;

•

economic conditions, actual or potential defaults in sovereign debt obligations, volatility in interest and foreign currency exchange rates and changes in market value of concentrated investments can have a significant impact on the fair value of our fixed maturities and equity securities, as well as the carrying value of our other assets and liabilities, and this impact may be heightened by market volatility;

•

a number of factors may adversely affect the markets served by our Markel Ventures operations and negatively impact their revenues and profitability, including, among others: economic conditions; changes in government support for education, healthcare and infrastructure projects; changes in capital spending levels; changes in the housing market; and volatility in interest and foreign currency exchange rates;


•	economic conditions may adversely affect our access to capital and credit markets;


•	we have substantial investments in municipal bonds (approximately $4.0 billion at June 30, 2015 ) and, although less than 15% of our municipal bond portfolio is tied to any one state, widespread defaults could adversely affect our results of operations and financial condition;

•

the impacts of periods of slow economic growth; the continuing effects of government intervention into the markets to address financial downturns (including, among other things, the effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations adopted thereunder); the outcome of economic and currency concerns in the Eurozone; material changes to the monetary policies of central banks, including the U.S. Federal Reserve and the European Central Bank; and the combined impact of the foregoing on our industry, business and investment portfolio;


•	the impacts that the political and civil unrest in Ukraine and related sanctions imposed on Russia by the U.S. and other Western European governments may have on our businesses and the markets they serve or that any disruption in European or worldwide economic conditions generally arising from this situation may have on our business, industry or investment portfolio;


•	the impacts that the Israeli-Palestinian conflict may have on our businesses and the markets they serve or that any disruptions in Middle Eastern or worldwide economic conditions generally arising from this conflict may have on our business, industry or investment portfolio;


•	the impacts that health epidemics and pandemics may have on our business operations and claims activity;


•	the impact of the implementation of U.S. health care reform legislation and regulations under that legislation on our business;


•	our business is dependent upon the successful functioning and security of our computer systems; if our information technology systems fail or suffer a security breach, our business or reputation could be adversely impacted;


•	we have recently completed a number of acquisitions, which may increase our operational and control risks for a period of time;


•	we may not realize the contemplated benefits, including cost savings and synergies, of our acquisitions;


•	any determination requiring the write-off of a significant portion of our goodwill and intangible assets;


•	the loss of services of any executive officer or other key personnel could adversely impact our operations;


•	our expanding international operations expose us to increased investment, political and economic risks, including foreign currency exchange rate and credit risk;


•	the effectiveness of our procedures for compliance with existing and ever increasing guidelines, policies and legal and regulatory standards, rules, laws and regulations; and


•	adverse changes in our assigned financial strength or debt ratings could adversely impact our ability to attract and retain business or obtain capital.

Our premium volume, underwriting and investment results and results from our non-insurance operations have been and will continue to be potentially materially affected by these factors. By making forward-looking statements, we do not intend to become obligated to publicly update or revise any such statements whether as a result of new information, future events or other changes. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as at their dates.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes our common stock repurchases for the quarter ended June 30, 2015.

Issuer Purchases of Equity Securities



	(a)	(b)		(c)	(d)
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
April 1, 2015 through April 30, 2015	—	—		—	$	267,319
May 1, 2015 through May 31, 2015	5,711	$	765.34	5,711	$	262,948
June 1, 2015 through June 30, 2015	—	—		—	$	262,948
Total	5,711	$	765.34	5,711	$	262,948

⁽¹⁾

The Board of Directors approved the repurchase of up to $300 million of our common stock pursuant to a share repurchase program publicly announced on November 21, 2013 (the Program). Under the Program, we may repurchase outstanding shares of our common stock from time to time, primarily through open-market transactions. The Program has no expiration date but may be terminated by the Board of Directors at any time.

Item 6. Exhibits

See Exhibit Index for a list of exhibits filed as part of this report.

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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, this 5 ^th day of August 2015 .



	Markel Corporation

	By:	/s/ Alan I. Kirshner
		Alan I. Kirshner
		Chairman and Chief Executive Officer

	By:	/s/ Anne G. Waleski
		Anne G. Waleski
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

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Exhibit Index



Exhibit No.	Document Description

3(i)	Amended and Restated Articles of Incorporation (3.1) ^a

3(ii)	Bylaws, as amended (3.1) ^b

4.1	Indenture dated as of June 5, 2001, between Markel Corporation and The Chase Manhattan Bank, as Trustee (4.1) ^c

4.2	Form of Third Supplemental Indenture dated as of August 13, 2004 between Markel Corporation and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A (4.2) ^d

4.3	Form of Fifth Supplemental Indenture dated as of September 22, 2009 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A (4.2) ^e

4.4	Form of Sixth Supplemental Indenture dated as of June 1, 2011 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A (4.2) ^f

4.5	Form of Seventh Supplemental Indenture dated as of July 2, 2012 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A (4.2) ^g

4.6	Form of Eighth Supplemental Indenture dated as of March 8, 2013 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A (4.2) ^h

4.7	Form of Ninth Supplemental Indenture dated as of March 8, 2013 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A (4.3) ^h

4.8	Indenture dated as of September 1, 2010, among Alterra Finance LLC, Alterra Capital Holdings Limited and The Bank of New York Mellon, as Trustee (4.14) ⁱ

4.9	First Supplemental Indenture, dated as of September 27, 2010 between Alterra Finance LLC, Alterra Capital Holdings Limited and The Bank of New York Mellon, as Trustee, including the form of the securities as Exhibit A (4.15) ⁱ

4.10	Form of Second Supplemental Indenture dated as of June 30, 2014 among Alterra Finance LLC, Alterra Capital Holdings Limited and the Bank of New York Mellon, as Trustee (4.16) ^j

4.11	Form of Guaranty Agreement by Markel Corporation dated as of June 30, 2014 in connection with the Alterra Finance LLC 6.25% Senior Notes due 2020 (4.17) ^j

The registrant hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of all other instruments defining the rights of holders of long-term debt of the registrant and its subsidiaries.

10.1	Description of annual base salary for Anne G. Waleski effective May 11, 2015 ^k

10.2	Description of cash retainer and annual restricted stock grant for non-employee directors effective May 11, 2015 ^k

10.3	Markel Corporation Executive Bonus Plan (10.1) ^l

31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)*

31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)*

32.1	Certification of Principal Executive Officer furnished Pursuant to 18 U.S.C. Section 1350*

32.2	Certification of Principal Financial Officer furnished Pursuant to 18 U.S.C. Section 1350*

101	The following consolidated financial statements from Markel Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 5, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income (Loss), (iii) Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.*

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*	Filed with this report.


a.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on May 13, 2011.


b.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on November 18, 2011.


c.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on June 5, 2001.


d.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on August 11, 2004.


e.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on September 21, 2009.


f.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on May 31, 2011.


g.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on June 29, 2012.


h.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on March 7, 2013.


i.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 10-Q for the quarter ended June 30, 2013.


j.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 10-Q for the quarter ended June 30, 2014.


k.	Incorporated by reference from Item 5.02 in the Registrant's report on Form 8-K filed with the Commission on May 14, 2015.


l.	Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on May 14, 2015.

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Part I. Financial Informationprint Item 1. Financial Statementsprint Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 2. Managementprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II. Other Informationprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
William D Johnson	71	Executive Experience: Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation, a utility company, from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority, an electric utility company, from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (“Progress”) from October 2007 to July 2012, and previously to that as President and Chief Operating Officer from 2005 to 2007. His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery from 2004 to 2005, President and Chief Executive Officer from 2002 to 2003, and Executive Vice President and General Counsel from 2000 to 2002 of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary. Outside Board and Other Experience: Mr. Johnson has been a director of TC Energy Corp. since June 2021, where he currently serves on the Audit Committee and Human Resources Committee. Mr. Johnson previously served on the boards of the following utility industry groups or associations: Edison Electric Institute as Vice Chair, Nuclear Energy Institute as Chair, Institute of Nuclear Power Operations, World Association of Nuclear Operators as Governor and Nuclear Electric Insurance Limited. Skills and Qualifications: Mr. Johnson brings three decades of industry and leadership expertise to the Board. Mr. Johnson’s multiple tenures as CEO and vast experience with industry groups related to gas, electric, nuclear and other utilities provide him with extensive leadership skills in the utilities industry and a deep understanding of regulated industry operations. Mr. Johnson guided Pacific Gas & Electric Corporation through its emergence from bankruptcy and served as CEO of Progress during its merger with Duke Energy, through which he gained significant experience in complex corporate restructuring, transactions, and strategy. His experience has also informed an understanding of safety and risk oversight in the utilities industry that the Board values. This extensive experience and depth of knowledge gives Mr. Johnson a strong perspective on strategic operations within the industry and makes Mr. Johnson a valuable asset to the Board.
Theodore H Bunting Jr	66
Sondra L Barbour	62	Executive Experience: Ms. Barbour retired as Executive Vice President, Information Systems and Global Solutions, of Lockheed Martin Corporation (“Lockheed Martin”) in 2016 and served in a transition role at Leidos Holdings until her retirement in 2017. Ms. Barbour joined Lockheed Martin in 1986 and served in various leadership capacities and has extensive technology experience, notably in the design and development of large-scale information systems. From 2008 to 2013, Ms. Barbour served as Senior Vice President, Enterprise Business Services and Chief Information Officer, heading all of Lockheed Martin’s internal information technology operations, including protecting the company’s infrastructure and information from cyber threats. Prior to that role, Ms. Barbour served as Vice President, Corporate Shared Services and Vice President, Corporate Internal Audit providing oversight of supply chain activities, internal controls, and risk management. Outside Board and Other Experience: Ms. Barbour serves as a director of AGCO Corporation, where she chairs the Audit Committee, and is also a member of the Finance, Talent & Compensation and Executive Committees. Ms. Barbour is the Chair of Temple University’s Fox School of Business Management Information Systems Advisory Board. Ms. Barbour previously served as a director for each of 3M Company and Perspecta Inc. Skills and Qualifications: Ms. Barbour’s significant experience with information technology systems and cybersecurity is valuable in helping steer our development of technology and management of cyber risks. Ms. Barbour brings 30 years of leadership experience at Lockheed Martin where she oversaw complex information technology systems of a 110,000+ employee business. She brings significant risk management knowledge related to technology and supply chain oversight, which are of key importance to our success. Ms. Barbour also enhances the Board’s public company experience in the areas of internal controls, accounting, audit, risk management and cybersecurity.	AGCO CORP /DE
Peter A Altabef	65	Executive Experience: Mr. Altabef currently serves as Chair and CEO of Unisys Corporation, a global information technology company, a position he has held since January 2015 (becoming Chair in April 2018) and will cease being the CEO effective April 1, 2025, but will remain the Chair. Mr. Altabef also served as President from January 2015 through March 2020 and from November 2021 to May 2022. Prior to his current role, he served as president and CEO of MICROS Systems, Inc., a provider of integrated software and hardware solutions to the hospitality and retail industries, from 2013 to 2014, when it was acquired by Oracle Corporation. Before that, he served as president and CEO of Perot Systems Corporation from 2004 to 2009, when it was acquired by Dell Inc. Following that transaction, Mr. Altabef served as president of Dell Services, the information technology services and business process solutions unit of Dell Inc., until his departure in 2011. Outside Board and Other Experience: Mr. Altabef is Chair of the board of directors of Unisys Corporation. He is also a member of the President’s National Security Telecommunications Advisory Committee (NSTAC), a trustee of the Committee for Economic Development (CED), a member of the advisory board of Merit Energy Company, LLC and of the board of directors of Petrus Trust Company, LTA. He has previously served as a senior advisor to 2M Companies, Inc., in 2012, and as a director of MICROS Systems, Perot Systems Corporation and Belo Corporation. He is also active in community service activities, having served on the boards and committees of several cultural, medical, educational and charitable organizations and events. Skills and Qualifications: Mr. Altabef has experience leading large organizations as CEO and a strong background in strategic planning, financial reporting, risk management, business operations and corporate governance. He also has more than 25 years of senior leadership experience at some of the world’s leading information technology companies. As a result, he has a deep understanding of the cybersecurity issues facing businesses today. His overall leadership experience and his cybersecurity background provide the Board with valuable perspective and insight into significant issues that we face.
Michael E Jesanis	68	Executive Experience: Mr. Jesanis co-founded and was from 2013 to 2021 Managing Director of HotZero, LLC, a firm formed to develop hot water district energy systems in New England. Mr. Jesanis has served as an advisor to several startups in energy-related fields. From July 2004 through December 2006, Mr. Jesanis was President and CEO of National Grid USA, a natural gas and electric utility, and a subsidiary of National Grid plc, of which Mr. Jesanis was also an Executive Director. Prior to that position, Mr. Jesanis was COO and CFO of National Grid USA from January 2001 to July 2004 and CFO of its predecessor utility holding company from 1998 to 2000. Outside Board and Other Experience: Mr. Jesanis is a board member of El Paso Electric Company. He previously served as a director for several electric and energy companies, including Ameresco, Inc. Mr. Jesanis is the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. Skills and Qualifications: By virtue of his former positions as President and CEO, COO and, prior thereto CFO, of a major electric and gas utility holding company as well as his role with an energy efficiency consulting firm, Mr. Jesanis has extensive experience with regulated utilities. He has strong financial acumen and extensive managerial experience, having led modernization efforts in the areas of operating infrastructure improvements, customer service enhancements and management team development. Mr. Jesanis also demonstrates a commitment to education as the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. As a result of his former senior managerial roles and his non-profit board service, Mr. Jesanis also has expertise with board governance issues.
Lloyd M Yates	64	Executive Experience: Mr. Yates has served as President and CEO of NiSource since February 2022. Mr. Yates retired in 2019 from Duke Energy, where he most recently served as Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, since 2014. In this role, he was responsible for aligning customer-focused products and services to deliver a personalized end-to-end customer experience to position Duke Energy for long-term growth, as well as for the profit/loss, strategic direction and performance of Duke Energy’s regulated utilities in North Carolina and South Carolina. Previously, he served as Executive Vice President of Regulated Utilities at Duke Energy, overseeing Duke Energy’s utility operations in six states, federal government affairs, and environmental and energy policy at the state and federal levels, as well as Executive Vice President, Customer Operations, where he led the transmission, distribution, customer services, gas operations and grid modernization functions for millions of utility customers. He held various senior leadership roles at Progress Energy, Inc., prior to its merger with Duke Energy, from 2000 to 2012. Outside Board and Other Experience: Mr. Yates currently serves on the board of directors of Marsh & McLennan Companies. He previously served on the board of directors of American Water Works Company Inc. and Sonoco Products Company. Skills and Qualifications: Mr. Yates brings significant energy and regulated utility experience to our Board. He has over 40 years of experience in the energy industry, including in the areas of profit/loss management, customer service, nuclear and fossil generation and energy delivery. At Duke Energy, he used his operational experience to improve safety, reliability and the overall customer experience for millions of customers. He has expertise overseeing regulated utility operations, working with state regulators, and managing consumer and community affairs. He also has experience managing gas and grid modernization functions, which is valuable to our Board as we execute our business strategies. In addition, his experience as a director for other prominent public companies benefits our Board by bringing additional perspective to a variety of important areas of governance and strategic planning.
Kevin T Kabat	68	Executive Experience: From April 2007 to November 2015, Mr. Kabat was CEO of Fifth Third Bancorp, a bank holding company. He continued to serve as Vice Chair of the board of directors of Fifth Third Bancorp until his retirement in April 2016. Before becoming CEO, he served as Fifth Third Bancorp’s President from June 2006 to September 2012 and as Executive Vice President from December 2003 to June 2006. Additionally, he was previously President and CEO of Fifth Third Bank (Michigan). Prior to that position, he was Vice Chair and President of Old Kent Bank, which was acquired by Fifth Third Bancorp in 2001. Outside Board and Other Experience: Mr. Kabat has been a director of Unum Group since 2008 and is currently chair of the board. Mr. Kabat has been a director of Crown Castle Inc. since August 1, 2023. He previously served as a chair of the board of AltiGlobal Inc. from January 2023 to August 2023. He also previously served as the lead independent director of E*TRADE Financial Corporation. He has also held leadership positions on the boards and committees of local business, educational, cultural and charitable organizations and campaigns. Skills and Qualifications: Mr. Kabat has significant leadership experience as a CEO in a regulated industry at a public company. As a result, he has a deep understanding of operating in a regulatory environment and balancing the interests of many stakeholders. His extensive experience in strategic planning, risk management, financial reporting, internal controls and capital markets makes him an asset to the Board, as he is able to provide unique strategic insight, financial expertise and risk management skills. In addition, he has broad corporate governance skills and perspective gained from his service in leadership positions on the boards of other publicly traded companies.
John McAvoy	64	Executive Experience: Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation, a utility company, from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority, an electric utility company, from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (“Progress”) from October 2007 to July 2012, and previously to that as President and Chief Operating Officer from 2005 to 2007. His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery from 2004 to 2005, President and Chief Executive Officer from 2002 to 2003, and Executive Vice President and General Counsel from 2000 to 2002 of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary. Outside Board and Other Experience: Mr. Johnson has been a director of TC Energy Corp. since June 2021, where he currently serves on the Audit Committee and Human Resources Committee. Mr. Johnson previously served on the boards of the following utility industry groups or associations: Edison Electric Institute as Vice Chair, Nuclear Energy Institute as Chair, Institute of Nuclear Power Operations, World Association of Nuclear Operators as Governor and Nuclear Electric Insurance Limited. Skills and Qualifications: Mr. Johnson brings three decades of industry and leadership expertise to the Board. Mr. Johnson’s multiple tenures as CEO and vast experience with industry groups related to gas, electric, nuclear and other utilities provide him with extensive leadership skills in the utilities industry and a deep understanding of regulated industry operations. Mr. Johnson guided Pacific Gas & Electric Corporation through its emergence from bankruptcy and served as CEO of Progress during its merger with Duke Energy, through which he gained significant experience in complex corporate restructuring, transactions, and strategy. His experience has also informed an understanding of safety and risk oversight in the utilities industry that the Board values. This extensive experience and depth of knowledge gives Mr. Johnson a strong perspective on strategic operations within the industry and makes Mr. Johnson a valuable asset to the Board.
Eric L Butler	64	Executive Experience: Mr. Butler currently is President and CEO of Aswani-Butler Investment Associates, a private equity investment firm. Previously he served in a number of executive leadership roles at Union Pacific Corporation (“Union Pacific”), a transportation company located in Omaha, Nebraska, until his retirement in February 2018. He began his career at Union Pacific in 1986 and held leadership roles in finance, accounting, marketing and sales, supply, operations research and planning and human resources. He was Vice President of Financial Planning and Analysis from 1997 to 2000, Vice President of Purchasing and Supply Chain from 2000 to 2003, Vice President and General Manager of the Automotive Business from 2003 to 2005 and Vice President and General Manager of the Industrial Products Business from 2005 to 2012. He was Executive Vice President of Marketing and Sales and Chief Commercial Officer and ran the worldwide Commercial business from 2012 to 2017. He served as Executive Vice President, Chief Administrative Officer and Corporate Secretary from 2017 until his retirement. Outside Board and Other Experience: Mr. Butler was appointed to the Federal Reserve Bank of Kansas City’s Omaha Branch Board in 2015 and in 2018 was elected chair. His term on the Federal Reserve board ended in December 2020. He currently serves on the board of the Omaha Airport Authority, which he joined in 2007, and the Eastman Chemical Company Board, which he joined in 2022, and the West Fraser Timber Co. Ltd, which he joined in 2023. Skills and Qualifications: Mr. Butler developed and led strategic and financial planning, marketing, sales, commercial, and supply, procurement and purchasing for one of the largest transportation companies in the world, Union Pacific. He most recently led the corporate governance, human resources, labor relations and administration functions at Union Pacific. His knowledge of the railroad transportation industry and the challenges in maintaining top-tier safety, customer service and risk management standards while providing an important part of the nation’s infrastructure provides him with unique skills and insights that are valuable to the Board. In addition, he has experience in the purchase of fuel and energy materials and equipment. As a result, Mr. Butler has an understanding of the aging infrastructure, safety, organizational and regulatory issues facing utilities today and provides a viewpoint from an industry that is similarly positioned. His overall leadership experience and his regulated public company background provides the Board with another perspective on significant issues that we face.
Deborah A P Hersman	54	Executive Experience: From November 2024 to December 2024, Ms. Hersman served as Special Assistant to Senator Thomas Carper. Ms. Hersman served as Chief Safety Officer and advisor at Waymo LLC, the self-driving car technology subsidiary of Alphabet Inc., from January 2019 to December 2020. From 2014 to 2019, she served as president and CEO of the National Safety Council, a nonprofit organization focused on eliminating preventable deaths at work, in homes and communities, and on the road through leadership, research, education and advocacy. Outside Board and Other Experience: From 2004 to 2014, Ms. Hersman served as a board member and from 2009-2014 as chair of the National Transportation Safety Board (the “NTSB”). Previously she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee where she played key roles in crafting the Pipeline Safety Improvement Act of 2002 and legislation establishing a new modal administration focused on bus and truck safety. On June 29, 2023, she was appointed to the Board of One Gas (NYSE: OGS). She previously served on the Board of Velodyne (NASDAQ: VLDR). Skills and Qualifications: Ms. Hersman is a seasoned executive, having previously served as the CEO of the National Safety Council and as the chair and chief executive at the NTSB. She has a successful track record running complex safety-focused organizations with numerous stakeholders. A widely respected safety leader driven by mission and a passion for preserving human life, Ms. Hersman also has expertise in the details of navigating crises and strong experience with safety policy legislation and advocacy. Ms. Hersman’s extensive safety experience is of great value to the Board as we continue to implement our safety management system and meet our safety commitments to our customers and stakeholders.	ONE Gas, Inc.
Deborah A Henretta	63	Executive Experience: Ms. Henretta currently is a partner at Council Advisors company, where she serves as Senior Advisor spearheading digital transformation practice for SSA & Company. She retired from Procter & Gamble (“P&G”) in 2015, where she served as Group President of Global e-Business. Prior to her appointment as Group President of Global e-Business, she held various senior positions throughout several P&G sectors, including as Group President of Global Beauty from 2012 to 2015 and as Group President of P&G Asia from 2007 to 2012. Prior to her appointment as Group President of P&G Asia, she was President of P&G’s business in ASEAN, Australia and India from 2005 to 2007. She joined P&G in 1985. Outside Board and Other Experience: Ms. Henretta has been a director at American Eagle Outfitters, Inc. since 2019, a director at Meritage Homes since 2017 and a director at Corning Incorporated since 2013. Ms. Henretta previously served as a director of Staples, Inc. from June 2016 until September 2017. Additionally, she serves on the board of trustees for Syracuse University. Skills and Qualifications: Ms. Henretta has over 30 years of business leadership experience with P&G in a multi-jurisdictional regulatory and competitive business environment. She has experience across many markets, including profit and loss responsibility for multi-billion-dollar businesses at P&G and responsibility for strategic planning, sales, marketing, e-business, government relations and customer service. Ms. Henretta led a dynamic business segment and is, therefore, keenly aware of the delicate balance of keeping pace with customer expectations in a changing environment, as well as maximizing the benefits that inclusion and diversity can provide. Because of this experience, Ms. Henretta brings valuable insights to the Board and strategic leadership to us as we operate in multiple regulatory environments and develop products and customer service programs to meet our customer commitments. In her previous partner role at G100 Companies, she assisted in establishing a Board Excellence Program, which provides board director education.	AMERICAN EAGLE OUTFITTERS INC
Cassandra S Lee	56	Executive Experience: Ms. Lee is an experienced financial and operational leader with extensive knowledge of the telecommunication industry, currently serving as Senior Vice President and CFO for AT&T Inc. (“AT&T”) Mobility and Consumer Wireline Segments, a position she has held since 2024. Ms. Lee joined AT&T in 1993 and has served in various leadership capacities, including Chief Audit Executive from 2021 to 2024 and Senior Vice President and Chief Financial Officer, AT&T Network, Technology and Capital Management from 2018 to 2021. Outside Board and Other Experience: Ms. Lee currently serves on the Board of Directors of Andretti Acquisition Corp. II and on the Board of Trustees for the National Urban League. Ms. Lee previously served as a director of Andretti Acquisition Corp. Skills and Qualifications: In more than three decades with AT&T, Ms. Lee has acquired a wealth of expertise in various areas including retail operations, distribution strategy, global supply chain, mergers, acquisitions, and integration, capital management, network and other capacity planning, and shared services operations. Her vast and multifaceted experience in the telecommunication industry translates well in her service on the Board. Ms. Lee also has significant public company financial oversight and leadership experience that strengthens the Board’s depth of financial acumen. Ms. Lee is a certified public accountant and veteran of the United States Army.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Non-equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Lloyd Yates President and CEO	2024	1,133,334	—	8,266,041	3,230,100	155,495	12,784,970
	2023	1,041,667	—	5,208,422	2,500,000	466,592	9,216,680
	2022	879,167	500,000	4,671,273	954,828	108,238	7,113,506
Shawn Anderson EVP and CFO	2024	633,333	—	3,562,248	925,000	74,657	5,195,238
	2023	518,478	—	1,137,093	809,798	95,367	2,560,736
	2022	391,667	—	953,324	332,901	43,408	1,712,300
Melody Birmingham EVP and Group President, Utilities	2024	665,883	—	1,583,297	975,000	77,285	3,301,416
	2023	641,667	—	1,335,553	818,125	112,704	2,908,049
	2022	312,500	225,000	2,397,721	276,680	127,324	3,339,225
William Jefferson EVP, Chief Operating and Safety Officer	2024	612,500	—	1,476,953	925,000	74,033	3,088,486
	2023	537,500	—	1,138,849	805,242	96,247	2,577,838
	2022	237,500	150,000	1,496,725	196,258	116,493	2,196,976
Michael Luhrs EVP, Technology, Customer and Chief Commercial Officer	2024	591,667	—	1,417,877	975,000	55,558	3,040,101
	2023	422,464	350,000	1,443,585	538,641	171,754	2,926,443
	2022	—	—	—	—	—	—

Customer name	Ticker
Apache Corporation	APA
C.H. Robinson Worldwide, Inc.	CHRW
EOG Resources, Inc.	EOG
Fidelity National Financial, Inc.	FNF
First American Financial Corporation	FAF
J.B. Hunt Transport Services, Inc.	JBHT
Unum Group	UNM

Supplier name	Ticker
Tesla, Inc.	TSLA
General Motors Company	GM
PACCAR Inc	PCAR
Fiserv, Inc.	FISV
Honda Motor Co., Ltd.	HMC
NVR, Inc.	NVR
CNH Industrial N.V.	CNHI
Lennar Corporation	LEN

Owner	Position	Direct Shares	Indirect Shares
Yates Lloyd M	-	351,748	0
Brown Donald Eugene	-	186,995	2,449
Anderson Shawn	-	157,879	791
Yates Lloyd M	-	131,242	0
Luhrs Michael	-	87,552	0
Anderson Shawn	-	63,582	741
ALTABEF PETER	-	52,675	0
Birmingham Melody	-	46,259	0
Birmingham Melody	-	41,923	0
Jefferson William Jr.	-	33,129	0
Jefferson William Jr.	-	30,905	0
Gode Gunnar	-	24,758	0
Cuccia Kimberly S	-	20,329	3,528
Berman Melanie B.	-	19,978	0
Jesanis Michael E	-	18,541	30,190
Luhrs Michael	-	18,485	0
Cuccia Kimberly S	-	18,229	3,631
Berman Melanie B.	-	13,933	0
McAvoy John	-	939	0

MKL 10-Q Quarter ended June 30, 2015