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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
 FORM 10-Q
______________________________________________________________________________________

    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023
or
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______
Commission File Number: 001-15811
_________________________________________
MARKEL GROUP INC.
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________
Virginia54-1959284
(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, no par valueMKLNew York Stock Exchange
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer  Non-accelerated filer  
Smaller reporting companyEmerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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 26, 2023: 13,264,492


Table of Contents
Markel Group Inc.
Form 10-Q
Index
 
  Page Number
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 2.
Item 5.
Item 6.
2

Table of Contents
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MARKEL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

June 30,
2023
December 31,
2022
(dollars in thousands)(unaudited)
ASSETS
Investments, at estimated fair value:
Fixed maturity securities, available-for-sale (amortized cost of $13,653,557 in 2023 and $12,805,887 in 2022)
$12,745,692 $11,856,835 
Equity securities (cost of $3,282,591 in 2023 and $3,100,040 in 2022)
8,688,860 7,671,912 
Short-term investments, available-for-sale (estimated fair value approximates cost)2,039,061 2,669,262 
Total Investments23,473,613 22,198,009 
Cash and cash equivalents4,305,884 4,137,432 
Restricted cash and cash equivalents935,045 1,084,081 
Receivables3,695,172 2,961,056 
Reinsurance recoverables8,296,043 8,446,745 
Deferred policy acquisition costs1,013,304 925,483 
Prepaid reinsurance premiums2,486,203 2,066,114 
Goodwill2,626,588 2,638,838 
Intangible assets1,677,621 1,747,464 
Other assets3,674,660 3,586,037 
Total Assets$52,184,133 $49,791,259 
LIABILITIES AND EQUITY
Unpaid losses and loss adjustment expenses$21,374,813 $20,947,898 
Life and annuity benefits643,572 650,721 
Unearned premiums7,072,182 6,220,748 
Payables to insurance and reinsurance companies972,194 669,742 
Senior long-term debt and other debt (estimated fair value of $3,299,000 in 2023 and $3,541,000 in 2022)
3,813,917 4,103,629 
Other liabilities3,603,932 3,461,482 
Total Liabilities37,480,610 36,054,220 
Redeemable noncontrolling interests464,442 523,154 
Commitments and contingencies
Shareholders' equity:
Preferred stock591,891 591,891 
Common stock3,515,362 3,493,893 
Retained earnings10,818,989 9,832,804 
Accumulated other comprehensive loss(740,743)(767,494)
Total Shareholders' Equity14,185,499 13,151,094 
Noncontrolling interests53,582 62,791 
Total Equity14,239,081 13,213,885 
Total Liabilities and Equity$52,184,133 $49,791,259 

See accompanying notes to consolidated financial statements.

3

Table of Contents
MARKEL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Quarter Ended June 30, Six Months Ended June 30,
2023202220232022
(dollars in thousands, except per share data)
OPERATING REVENUES
Earned premiums$2,031,143 $1,833,104 $3,998,847 $3,592,874 
Net investment income169,693 96,795 329,028 189,099 
Net investment gains (losses)484,527 (1,554,643)857,090 (1,913,042)
Products revenues784,882 776,959 1,362,808 1,258,580 
Services and other revenues672,291 639,992 1,238,152 1,270,932 
Total Operating Revenues4,142,536 1,792,207 7,785,925 4,398,443 
OPERATING EXPENSES
Losses and loss adjustment expenses1,187,876 1,058,810 2,360,890 2,031,182 
Underwriting, acquisition and insurance expenses697,887 609,469 1,373,592 1,199,834 
Products expenses651,469 697,718 1,167,225 1,145,537 
Services and other expenses590,817 557,481 1,071,436 1,147,372 
Amortization of intangible assets44,423 45,523 88,822 91,572 
Total Operating Expenses3,172,472 2,969,001 6,061,965 5,615,497 
Operating Income (Loss)970,064 (1,176,794)1,723,960 (1,217,054)
Interest expense(47,221)(50,050)(96,659)(99,742)
Net foreign exchange gains (losses)(14,976)105,067 (47,904)128,071 
Income (Loss) Before Income Taxes907,867 (1,121,777)1,579,397 (1,188,725)
Income tax (expense) benefit(191,937)238,953 (325,668)257,089 
Net Income (Loss)715,930 (882,824)1,253,729 (931,636)
Net income attributable to noncontrolling interests(20,419)(32,972)(69,566)(35,901)
Net Income (Loss) to Shareholders695,511 (915,796)1,184,163 (967,537)
Preferred stock dividends(18,000)(18,000)(18,000)(18,000)
Net Income (Loss) to Common Shareholders$677,511 $(933,796)$1,166,163 $(985,537)
OTHER COMPREHENSIVE INCOME (LOSS)
Change in net unrealized gains (losses) on available-for-sale investments, net of taxes:
Net holding gains (losses) arising during the period$(134,991)$(362,392)$26,215 $(883,592)
Reclassification adjustments for net losses included in net income (loss)405 1,261 3,399 1,698 
Change in net unrealized gains (losses) on available-for-sale investments, net of taxes(134,586)(361,131)29,614 (881,894)
Change in discount rate for life and annuity benefits, net of taxes3,224 63,198 (5,828)123,891 
Change in foreign currency translation adjustments, net of taxes361 (4,275)2,940 (5,523)
Change in net actuarial pension loss, net of taxes18 373 36 1,505 
Total Other Comprehensive Income (Loss)(130,983)(301,835)26,762 (762,021)
Comprehensive Income (Loss)584,947 (1,184,659)1,280,491 (1,693,657)
Comprehensive income attributable to noncontrolling interests(20,398)(33,029)(69,577)(35,945)
Comprehensive Income (Loss) to Shareholders$564,549 $(1,217,688)$1,210,914 $(1,729,602)
NET INCOME (LOSS) PER COMMON SHARE
Basic$50.20 $(69.15)$87.50 $(75.56)
Diluted$50.09 $(69.15)$87.34 $(75.56)
See accompanying notes to consolidated financial statements.

4

Table of Contents
MARKEL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)

Quarter Ended June 30, 2023Preferred
 Stock
Common
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders'
Equity
Noncontrolling
Interests
Total EquityRedeemable
Noncontrolling
Interests
(dollars in thousands)
March 31, 2023$591,891 $3,506,972 $10,255,401 $(609,781)$13,744,483 $44,838 $13,789,321 $491,883 
Net income695,511  695,511 8,745 704,256 11,674 
Other comprehensive loss (130,962)(130,962) (130,962)(21)
Comprehensive Income564,549 8,745 573,294 11,653 
Repurchase of common stock  (105,197) (105,197) (105,197) 
Preferred stock dividends  (18,000) (18,000) (18,000) 
Restricted stock awards expensed 4,830   4,830  4,830  
Adjustment of redeemable noncontrolling interests  (5,758) (5,758) (5,758)5,758 
Purchase of noncontrolling interests 3,931   3,931  3,931 (36,431)
Other (371)(2,968) (3,339)(1)(3,340)(8,421)
June 30, 2023$591,891 $3,515,362 $10,818,989 $(740,743)$14,185,499 $53,582 $14,239,081 $464,442 

Six Months Ended June 30, 2023Preferred
 Stock
Common
Stock
Retained
Earnings
Accumulated
Other
Comprehensive Loss
Total
Shareholders'
Equity
Noncontrolling
Interests
Total EquityRedeemable
Noncontrolling
Interests
(dollars in thousands)
December 31, 2022$591,891 $3,493,893 $9,832,804 $(767,494)$13,151,094 $62,791 $13,213,885 $523,154 
Net income 1,184,163  1,184,163 53,438 1,237,601 16,128 
Other comprehensive income 26,751 26,751  26,751 11 
Comprehensive Income 1,210,914 53,438 1,264,352 16,139 
Repurchase of common stock  (187,161) (187,161) (187,161) 
Preferred stock dividends  (18,000) (18,000) (18,000) 
Restricted stock awards expensed 26,528   26,528  26,528  
Adjustment of redeemable noncontrolling interests  7,715  7,715  7,715 (7,715)
Purchase of noncontrolling interests (4,688)  (4,688) (4,688)(49,477)
Redemption of Markel CATCo Re noncontrolling interests     (62,646)(62,646) 
Other (371)(532) (903)(1)(904)(17,659)
June 30, 2023$591,891 $3,515,362 $10,818,989 $(740,743)$14,185,499 $53,582 $14,239,081 $464,442 
5

Table of Contents
MARKEL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)

Quarter Ended June 30, 2022Preferred
Stock
Common
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders'
Equity
Noncontrolling
Interests
Total EquityRedeemable
Noncontrolling
Interests
(dollars in thousands)
March 31, 2022$591,891 $3,469,449 $10,277,639 $(238,166)$14,100,813 $5,554 $14,106,367 $480,351 
Net income (loss)(915,797)— (915,797)25,989 (889,808)6,983 
Other comprehensive income (loss)— (301,892)(301,892)— (301,892)57 
Comprehensive Income (Loss)(1,217,689)25,989 (1,191,700)7,040 
Repurchase of common stock— — (46,995)— (46,995)— (46,995)— 
Preferred stock dividends— — (18,000)— (18,000)— (18,000)— 
Restricted stock awards expensed— 4,406 — — 4,406 — 4,406 — 
Adjustment of redeemable noncontrolling interests— — (7,498)— (7,498)— (7,498)7,498 
Redemption of Markel CATCo Re noncontrolling interests— — — — — (22,261)(22,261)— 
Other— 4,298 267 — 4,565 1,843 6,408 489 
June 30, 2022$591,891 $3,478,153 $9,289,616 $(540,058)$12,819,602 $11,125 $12,830,727 $495,378 

Six Months Ended June 30, 2022Preferred
 Stock
Common
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders'
Equity
Noncontrolling
Interests
Total EquityRedeemable
Noncontrolling
Interests
(dollars in thousands)
December 31, 2021$591,891 $3,441,079 $10,444,895 $222,007 $14,699,872 $22,860 $14,722,732 $461,378 
Net income (loss)(967,538)— (967,538)25,416 (942,122)10,485 
Other comprehensive income (loss)— (762,065)(762,065)— (762,065)44 
Comprehensive Income (Loss)(1,729,603)25,416 (1,704,187)10,529 
Repurchase of common stock— — (126,291)— (126,291)— (126,291)— 
Preferred stock dividends— — (18,000)— (18,000)— (18,000)— 
Restricted stock awards expensed— 32,870 — — 32,870 — 32,870 — 
Adjustment of redeemable noncontrolling interests— — (44,438)— (44,438)— (44,438)44,438 
Adjustment to Metromont purchase price allocation— — — — — — — (18,681)
Disposition of Velocity— — — — — (22,059)(22,059)— 
Redemption of Markel CATCo Re noncontrolling interests— — — — — (22,261)(22,261)— 
Other— 4,204 988 — 5,192 7,169 12,361 (2,286)
June 30, 2022$591,891 $3,478,153 $9,289,616 $(540,058)$12,819,602 $11,125 $12,830,727 $495,378 

See accompanying notes to consolidated financial statements.

6

Table of Contents
MARKEL GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Six Months Ended June 30,
20232022
(dollars in thousands)
OPERATING ACTIVITIES
Net income (loss)$1,253,729 $(931,636)
Adjustments to reconcile net income (loss) to net cash provided by operating activities(245,108)1,852,625 
Net Cash Provided By Operating Activities1,008,621 920,989 
INVESTING ACTIVITIES
Proceeds from sales, maturities, calls and prepayments of fixed maturity securities993,834 370,028 
Cost of fixed maturity securities purchased(1,771,986)(889,888)
Proceeds from sales of equity securities138,702 146,116 
Cost of equity securities purchased(293,322)(209,576)
Net change in short-term investments675,339 (256,698)
Cost of other investments purchased(83,490)(18,251)
Additions to property and equipment(79,443)(110,544)
Consolidation of Markel CATCo Re, net 629,955 
Distributions to Markel CATCo Re noncontrolling interests for buy-out transaction (169,380)
Proceeds from sales of subsidiaries, net41,302 109,505 
Other5,503 (4,628)
Net Cash Used By Investing Activities(373,561)(403,361)
FINANCING ACTIVITIES
Additions to senior long-term debt and other debt356,085 529,051 
Repayment of senior long-term debt and other debt(646,264)(387,165)
Advance funding for repayment of senior long-term debt (350,000)
Repurchases of common stock(187,161)(126,291)
Dividends paid on preferred stock(18,000)(18,000)
Redemption of Markel CATCo Re noncontrolling interests(88,997)— 
Purchase of noncontrolling interests(21,665)7,492 
Other(23,879)(41,796)
Net Cash Used By Financing Activities(629,881)(386,709)
Effect of foreign currency rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents14,237 (100,549)
Increase in cash, cash equivalents, restricted cash and restricted cash equivalents19,416 30,370 
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period5,221,513 4,880,947 
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD$5,240,929 $4,911,317 

See accompanying notes to consolidated financial statements.
7

Table of Contents
MARKEL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Markel Group Inc., formerly Markel Corporation, is a holding company comprised of a diverse group of companies and investments with specialty insurance at its core. Effective May 26, 2023, Markel Corporation changed its name to Markel Group Inc. (Markel Group). Through its wholly owned subsidiary, Markel Ventures, Inc. (Markel Ventures), Markel Group owns controlling interests in businesses that operate in a variety of industries. See note 2 for details regarding reportable segments.

a) Basis of Presentation. The consolidated balance sheet as of June 30, 2023 and the related consolidated statements of income (loss) and comprehensive income (loss) and changes in equity for the quarters and six months ended June 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 are unaudited. In the opinion of management, all adjustments necessary for fair presentation of such consolidated financial statements have been included. Except for the adjustments described in note 1 c), 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, 2022 was derived from Markel Group's audited annual consolidated financial statements.

The accompanying consolidated financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) and include the accounts of Markel Group and its consolidated subsidiaries, as well as variable interest entities (VIEs) that meet the requirements for consolidation (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, with the exception of significant transactions or events that occur during the intervening period. Certain prior period amounts have been reclassified to conform to the current period 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. The following accounting policy was updated to reflect an accounting standard that became effective January 1, 2023. See note 1 c). For a more complete description of the Company's business and accounting policies, readers are urged to review the Company's 2022 Annual Report on Form 10-K.

b) Life and Annuity Benefits. The Company has a run-off block of life and annuity reinsurance contracts that subject the Company to mortality, longevity and morbidity risks. Effective January 1, 2023, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2018-12, Financial Services—Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts and restated all prior periods presented to reflect the new accounting standard. The primary component of the Company's liabilities for life and annuity benefits is the present value of the liability for future policyholder benefits. The cash flow assumptions used to determine the policyholder benefit reserves are reviewed and updated, as necessary, at least annually. Interest accretion for the reserves is calculated using the discount rate locked-in at contract inception. Policy benefit reserves are remeasured each period using current discount rates, based on yields for upper-medium grade fixed maturity securities, with the impact of changes in the discount rate included in other comprehensive income, net of taxes. All other results attributable to the run-off of life and annuity reinsurance contracts are included in services and other revenues and services and other expenses in the consolidated statements of income and comprehensive income. Investment income earned on the investments that support the policy benefit reserves are included in net investment income. Because of the uncertainty in the assumptions used to estimate reserves for life and annuity benefit obligations and the long-term nature of these reinsurance contracts, the ultimate liability may be greater or less than the estimated liability. See note 9 for further details regarding life and annuity benefits.

8

c) Recent Accounting Pronouncements

Accounting Standards Adopted

Effective January 1, 2023, the Company adopted ASU No. 2018-12 and several ASUs issued as amendments to ASU No. 2018-12. This standard requires insurance companies with long duration contracts to: (1) review and, if there is a change, update the assumptions used to measure expected cash flows at least annually; (2) update the discount rate assumption at each reporting date; and (3) enhance certain qualitative and quantitative disclosures. ASU No. 2018-12 was applied using a modified retrospective approach that required restatement of prior periods presented, including a cumulative adjustment recorded to accumulated other comprehensive income as of January 1, 2021 (the transition date) as a result of updating the discount rate assumption. At the transition date, the adoption of ASU 2018-12 had no impact on retained earnings but resulted in a decrease to accumulated other comprehensive income, net of taxes, of $15.3 million, which was comprised of the following corresponding adjustments to life and annuity benefits and deferred tax liabilities.

(dollars in thousands)January 1, 2021
Reverse reserve deficiency adjustment related to unrealized gains on underlying investment portfolio of available-for-sale securities
$119,548 
Apply updated discount rate to the liability for future policyholder benefits(138,865)
Increase in life and annuity benefits(19,317)
Decrease in deferred tax liability4,057 
Decrease in accumulated other comprehensive income, net of taxes$(15,260)

The impact of changes in the discount rate on the liability for future policyholder benefits following the transition date are included in other comprehensive income (loss) in the respective periods and, combined with the transition adjustment, resulted in the following cumulative changes to the Company's previously presented consolidated balance sheets.

December 31,
(dollars in thousands)20222021
Decrease (increase) in life and annuity benefits$113,396 $(19,759)
Decrease (increase) in deferred tax liability(23,813)4,149 
Increase (decrease) in accumulated other comprehensive income (loss), net of taxes$89,583 $(15,610)

Changes in the discount rate on the liability for future policyholder benefits also resulted in an increase, or benefit, of $63.2 million and $79.2 million to the other comprehensive loss previously presented for the quarter and six months ended June 30, 2022, which was comprised of the following adjustments.

(dollars in thousands)Quarter Ended June 30, 2022Six Months Ended June 30, 2022
Reverse benefit included in change in net unrealized gains (losses) on available-for-sale-investments, net of taxes, related to reversal of previously recognized reserve deficiency adjustment
$— $(44,682)
Change in discount rate for life and annuity benefits, net of taxes63,198 123,891 
Increase in other comprehensive loss, net of taxes$63,198 $79,209 

The adoption of other provisions of this ASU did not have a material impact on the Company's financial position, results of operations or cash flows for any of the periods presented.

Effective January 1, 2023, the Company adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU No. 2021-08 requires contract assets and liabilities accounted for under FASB Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, to be recorded at the acquisition date as if the acquirer entered into those contracts itself on the contract inception dates, rather than at fair value. At adoption, ASU No. 2021-08 did not impact the Company's financial position, results of operations or cash flows, but prospectively, this ASU will impact amounts recorded by the Company for assets acquired and liabilities assumed in conjunction with certain acquisitions.

9

2. Segment Reporting Disclosures

The chief operating decision maker reviews the Company's ongoing underwriting operations on a global basis in the following two segments: Insurance and Reinsurance. In determining how to allocate resources and assess the performance of the Company's underwriting results, management considers many factors, including the nature of the insurance product sold, the type of account written and the type of customer served. The Insurance segment includes all direct business and facultative placements written on a risk-bearing basis within the Company's underwriting operations. The Reinsurance segment includes all treaty reinsurance written on a risk-bearing basis within the Company's underwriting operations. All investing activities related to the Company's insurance operations are included in the Investing segment.

The Company's other insurance operations primarily consist of the results of the Company's insurance-linked securities operations and program services business. Other insurance operations also include results for lines of business discontinued prior to, or in conjunction with, acquisitions, including development on asbestos and environmental loss reserves and results attributable to the run-off of life and annuity reinsurance business, which are monitored separately from the Company's ongoing underwriting operations. For purposes of segment reporting, none of these other insurance operations are considered to be reportable segments.

The Company's chief operating decision maker reviews and assesses Markel Ventures' performance in the aggregate, as a single operating segment. The Markel Ventures segment primarily consists of controlling interests in a diverse portfolio of businesses that operate in various industries.

Segment profit for each of the Company's underwriting segments is measured by underwriting profit. The property and casualty insurance industry commonly defines underwriting profit as earned premiums net of losses and loss adjustment expenses and underwriting, acquisition and insurance expenses. Underwriting profit 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 for the Company's underwriting segments may also include other revenues and expenses that are attributable to the Company's underwriting operations that are not captured in underwriting profit. Segment profit for the Investing segment is measured by income from the Company's investment portfolio, which is comprised of net investment income and net investment gains. Segment profit for the Investing segment also includes income from equity method investments, which is included within services and other revenues. Segment profit for the Markel Ventures segment is measured by operating income.

For management reporting purposes, the Company allocates assets to its underwriting operations and to its Investing and Markel Ventures segments and certain of its other operations, including its insurance-linked securities and program services operations. Underwriting assets include assets attributed to the Company's Insurance and Reinsurance segments, discontinued underwriting lines of business, as well as assets that are not specifically allocated to the Company's other operations. Generally, the Company manages its underwriting assets in the aggregate and therefore does not allocate assets to individual underwriting segments.
10

a) The following tables summarize the Company's segment disclosures.
Quarter Ended June 30, 2023
(dollars in thousands)InsuranceReinsuranceInvestingMarkel Ventures
Other (1)
Consolidated
Gross premium volume$2,455,403 $281,100 $ $ $1,051,682 $3,788,185 
Net written premiums1,946,528 261,496   (331)2,207,693 
Earned premiums1,763,186 268,288   (331)2,031,143 
Losses and loss adjustment expenses:
Current accident year(1,079,450)(176,317)   (1,255,767)
Prior accident years61,562 7,974   (1,645)67,891 
Underwriting, acquisition and insurance expenses:
Amortization of policy acquisition costs(367,145)(71,574)   (438,719)
Other underwriting expenses(243,502)(13,187)  (2,479)(259,168)
Underwriting profit (loss)134,651 15,184   (4,455)145,380 
Net investment income  168,927 766  169,693 
Net investment gains  484,527   484,527 
Products revenues   784,882  784,882 
Services and other revenues  (6,378)600,931 77,738 672,291 
Products expenses   (651,469) (651,469)
Services and other expenses   (565,060)(25,757)(590,817)
Amortization of intangible assets (2)
   (19,859)(24,564)(44,423)
Segment profit$134,651 $15,184 $647,076 $150,191 $22,962 $970,064 
Interest expense(47,221)
Net foreign exchange losses(14,976)
Income before income taxes$907,867 
(1)    Other represents the total profit (loss) attributable to the Company's operations that are not included in a reportable segment, as well as amortization of intangible assets attributable to underwriting segments, which is not allocated between the Insurance and Reinsurance segments.
(2)    Segment profit for the Markel Ventures segment includes amortization of intangible assets attributable to Markel Ventures. Amortization of intangible assets attributable to the Company's underwriting segments, included in Other, was $9.3 million for the quarter ended June 30, 2023.
11

Quarter Ended June 30, 2022
(dollars in thousands)InsuranceReinsuranceInvestingMarkel Ventures
Other (1)
Consolidated
Gross premium volume$2,237,158 $289,056 $— $— $753,835 $3,280,049 
Net written premiums1,828,162 273,838 — — (2,205)2,099,795 
Earned premiums1,570,001 264,154 — — (1,051)1,833,104 
Losses and loss adjustment expenses:
Current accident year(919,283)(165,932)— — — (1,085,215)
Prior accident years43,693 (13,577)— — (3,711)26,405 
Underwriting, acquisition and insurance expenses:
Amortization of policy acquisition costs(323,826)(69,125)— — (32)(392,983)
Other underwriting expenses(204,171)(11,681)— — (634)(216,486)
Underwriting profit (loss)166,414 3,839 — — (5,428)164,825 
Net investment income— — 96,695 100 — 96,795 
Net investment losses— — (1,554,643)— — (1,554,643)
Products revenues— — — 776,959 — 776,959 
Services and other revenues— — (3,137)584,339 58,790 639,992 
Products expenses— — — (697,718)— (697,718)
Services and other expenses— — — (536,057)(21,424)(557,481)
Amortization of intangible assets (2)
— — — (20,577)(24,946)(45,523)
Segment profit (loss)$166,414 $3,839 $(1,461,085)$107,046 $6,992 $(1,176,794)
Interest expense(50,050)
Net foreign exchange gains105,067 
Loss before income taxes$(1,121,777)
(1)     Other represents the total profit (loss) attributable to the Company's operations that are not included in a reportable segment, as well as amortization of intangible assets attributable to underwriting segments, which is not allocated between the Insurance and Reinsurance segments.
(2)     Segment profit for the Markel Ventures segment includes amortization of intangible assets attributable to Markel Ventures. Amortization of intangible assets attributable to the Company's underwriting segments, included in Other, was $9.6 million for the quarter ended June 30, 2022.
12

Six Months Ended June 30, 2023
(dollars in thousands)InsuranceReinsuranceInvestingMarkel Ventures
Other (1)
Consolidated
Gross premium volume$4,553,341 $833,161 $ $ $1,837,695 $7,224,197 
Net written premiums3,648,669 777,587   (785)4,425,471 
Earned premiums3,474,110 525,522   (785)3,998,847 
Losses and loss adjustment expenses:
Current accident year(2,156,996)(343,102)   (2,500,098)
Prior accident years124,190 16,678   (1,660)139,208 
Underwriting, acquisition and insurance expenses:
Amortization of policy acquisition costs(727,499)(133,352)   (860,851)
Other underwriting expenses(482,650)(26,328)  (3,763)(512,741)
Underwriting profit (loss)231,155 39,418   (6,208)264,365 
Net investment income  327,521 1,507  329,028 
Net investment gains  857,090   857,090 
Products revenues   1,362,808  1,362,808 
Services and other revenues  (8,758)1,126,944 119,966 1,238,152 
Products expenses   (1,167,225) (1,167,225)
Services and other expenses   (1,061,806)(9,630)(1,071,436)
Amortization of intangible assets (2)
   (39,410)(49,412)(88,822)
Segment profit$231,155 $39,418 $1,175,853 $222,818 $54,716 $1,723,960 
Interest expense(96,659)
Net foreign exchange losses(47,904)
Income before income taxes$1,579,397 
(1)    Other represents the total profit (loss) attributable to the Company's operations that are not included in a reportable segment, as well as amortization of intangible assets attributable to underwriting segments, which is not allocated between the Insurance and Reinsurance segments.
(2)    Segment profit for the Markel Ventures segment includes amortization of intangible assets attributable to Markel Ventures. Amortization of intangible assets attributable to the Company's underwriting segments, included in Other, was $18.8 million for the six months ended June 30, 2023.

13

Six Months Ended June 30, 2022
(dollars in thousands)InsuranceReinsuranceInvestingMarkel Ventures
Other (1)
Consolidated
Gross premium volume$4,180,464 $865,372 $— $— $1,632,500 $6,678,336 
Net written premiums3,439,182 829,058 — — (3,711)4,264,529 
Earned premiums3,047,149 548,121 — — (2,396)3,592,874 
Losses and loss adjustment expenses:
Current accident year(1,805,520)(348,390)— — — (2,153,910)
Prior accident years142,333 (15,660)— — (3,945)122,728 
Underwriting, acquisition and insurance expenses:
Amortization of policy acquisition costs(634,232)(140,879)— — (32)(775,143)
Other underwriting expenses(395,822)(26,070)— — (2,799)(424,691)
Underwriting profit (loss)353,908 17,122 — — (9,172)361,858 
Net investment income— — 188,992 107 — 189,099 
Net investment losses— — (1,913,042)— — (1,913,042)
Products revenues— — — 1,258,580 — 1,258,580 
Services and other revenues— — (22,707)1,053,103 240,536 1,270,932 
Products expenses— — — (1,145,537)— (1,145,537)
Services and other expenses— — — (967,960)(179,412)(1,147,372)
Amortization of intangible assets (2)
— — — (41,510)(50,062)(91,572)
Segment profit (loss)$353,908 $17,122 $(1,746,757)$156,783 $1,890 $(1,217,054)
Interest expense(99,742)
Net foreign exchange gains128,071 
Loss before income taxes$(1,188,725)
(1)     Other represents the total profit (loss) attributable to the Company's operations that are not included in a reportable segment, as well as amortization of intangible assets attributable to underwriting segments, which is not allocated between the Insurance and Reinsurance segments.
(2)     Segment profit for the Markel Ventures segment includes amortization of intangible assets attributable to Markel Ventures. Amortization of intangible assets attributable to the Company's underwriting segments, included in Other, was $19.4 million for the six months ended June 30, 2022.

b) The following amounts attributable to the Markel Ventures segment are also reviewed, or included in measures reviewed, by the Company's chief operating decision maker.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Depreciation expense$27,419 $26,531 $54,782 $51,566 
Interest expense (1)
$12,899 $11,025 $25,822 $22,203 
Income tax expense$30,583 $22,419 $43,769 $31,079 
Capital expenditures$38,045 $50,667 $69,543 $96,680 
(1)    Interest expense for the quarter and six months ended June 30, 2023 included intercompany interest expense of $6.6 million and $13.3 million, respectively. Interest expense for the quarter and six months ended June 30, 2022 included intercompany interest expense of $7.0 million and $14.1 million. Intercompany interest expense was eliminated in consolidation.
14

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

(dollars in thousands)June 30, 2023December 31, 2022
Segment assets:
Investing$28,332,303 $26,982,280 
Underwriting9,865,674 8,853,559 
Markel Ventures5,416,860 5,315,677 
Total segment assets43,614,837 41,151,516 
Other operations8,569,296 8,639,743 
Total assets$52,184,133 $49,791,259 

3. Investments

a) The following tables summarize the Company's available-for-sale investments. Commercial and residential mortgage-backed securities include securities issued by U.S. government-sponsored enterprises and U.S. government agencies. The net unrealized holding gains (losses) in the tables below are presented before taxes.

 June 30, 2023
(dollars in thousands)Amortized
Cost
Gross
Unrealized
Holding
Gains
Gross
Unrealized
Holding
Losses
Estimated
Fair
Value
Fixed maturity securities:
U.S. Treasury securities$3,262,114 $280 $(133,542)$3,128,852 
U.S. government-sponsored enterprises1,044,843 104 (106,212)938,735 
Obligations of states, municipalities and political subdivisions4,093,715 2,728 (220,108)3,876,335 
Foreign governments1,691,459 3,717 (151,550)1,543,626 
Commercial mortgage-backed securities2,251,522 291 (178,257)2,073,556 
Residential mortgage-backed securities508,692 3 (28,773)479,922 
Asset-backed securities1,241  (37)1,204 
Corporate bonds799,971 811 (97,320)703,462 
Total fixed maturity securities13,653,557 7,934 (915,799)12,745,692 
Short-term investments2,036,747 3,840 (1,526)2,039,061 
Investments, available-for-sale$15,690,304 $11,774 $(917,325)$14,784,753 

15

 December 31, 2022
(dollars in thousands)Amortized
Cost
Gross
Unrealized
Holding
Gains
Gross
Unrealized
Holding
Losses
Estimated
Fair
Value
Fixed maturity securities:
U.S. Treasury securities$3,050,089 $2,363 $(138,493)$2,913,959 
U.S. government-sponsored enterprises871,463 154 (106,079)765,538 
Obligations of states, municipalities and political subdivisions3,973,911 6,503 (247,231)3,733,183 
Foreign governments1,473,658 2,843 (169,723)1,306,778 
Commercial mortgage-backed securities2,109,721 395 (169,668)1,940,448 
Residential mortgage-backed securities553,591 (26,804)526,793 
Asset-backed securities1,693 — (53)1,640 
Corporate bonds771,761 836 (104,101)668,496 
Total fixed maturity securities12,805,887 13,100 (962,152)11,856,835 
Short-term investments2,663,560 5,760 (58)2,669,262 
Investments, available-for-sale$15,469,447 $18,860 $(962,210)$14,526,097 

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

June 30, 2023
Less than 12 months12 months or longerTotal
(dollars in thousands)Estimated
Fair
Value
Gross
Unrealized
Holding Losses
Estimated
Fair
Value
Gross
Unrealized
Holding Losses
Estimated
Fair
Value
Gross
Unrealized
Holding Losses
Fixed maturity securities:
U.S. Treasury securities$1,072,516 $(17,213)$1,956,782 $(116,329)$3,029,298 $(133,542)
U.S. government-sponsored enterprises301,249 (6,205)628,588 (100,007)929,837 (106,212)
Obligations of states, municipalities and political subdivisions1,434,351 (18,517)1,929,349 (201,591)3,363,700 (220,108)
Foreign governments359,569 (12,927)1,005,886 (138,623)1,365,455 (151,550)
Commercial mortgage-backed securities419,295 (12,357)1,634,450 (165,900)2,053,745 (178,257)
Residential mortgage-backed securities115,044 (2,216)364,356 (26,557)479,400 (28,773)
Asset-backed securities  1,204 (37)1,204 (37)
Corporate bonds90,952 (1,540)591,258 (95,780)682,210 (97,320)
Total fixed maturity securities3,792,976 (70,975)8,111,873 (844,824)11,904,849 (915,799)
Short-term investments1,324,927 (1,526)  1,324,927 (1,526)
Total$5,117,903 $(72,501)$8,111,873 $(844,824)$13,229,776 $(917,325)

At June 30, 2023, the Company held 1,603 available-for-sale securities in an unrealized loss position with a total estimated fair value of $13.2 billion and gross unrealized losses of $917.3 million. Of these 1,603 securities, 991 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of $8.1 billion and gross unrealized losses of $844.8 million.

16

December 31, 2022
Less than 12 months12 months or longerTotal
(dollars in thousands)Estimated
Fair
Value
Gross
Unrealized
Holding  Losses
Estimated
Fair
Value
Gross
Unrealized
Holding  Losses
Estimated
Fair
Value
Gross
Unrealized
Holding  Losses
Fixed maturity securities:
U.S. Treasury securities$735,605 $(30,583)$1,907,922 $(107,910)$2,643,527 $(138,493)
U.S. government-sponsored enterprises413,495 (40,488)331,391 (65,591)744,886 (106,079)
Obligations of states, municipalities and political subdivisions2,474,289 (164,537)348,943 (82,694)2,823,232 (247,231)
Foreign governments900,322 (115,324)300,423 (54,399)1,200,745 (169,723)
Commercial mortgage-backed securities1,611,603 (117,482)305,217 (52,186)1,916,820 (169,668)
Residential mortgage-backed securities516,423 (25,232)9,342 (1,572)525,765 (26,804)
Asset-backed securities1,640 (53)— — 1,640 (53)
Corporate bonds496,766 (74,542)153,035 (29,559)649,801 (104,101)
Total fixed maturity securities7,150,143 (568,241)3,356,273 (393,911)10,506,416 (962,152)
Short-term investments774,480 (58)— — 774,480 (58)
Total$7,924,623 $(568,299)$3,356,273 $(393,911)$11,280,896 $(962,210)

At December 31, 2022, the Company held 1,400 available-for-sale securities in an unrealized loss position with a total estimated fair value of $11.3 billion and gross unrealized losses of $962.2 million. Of these 1,400 securities, 246 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of $3.4 billion and gross unrealized losses of $393.9 million.

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 the result of a credit loss. All available-for-sale securities with unrealized losses are reviewed. The Company considers many factors in completing its quarterly review of securities with unrealized losses for credit-related impairment to determine whether a credit loss exists, including the extent to which fair value is below cost, the implied yield to maturity, rating downgrades of the security and whether or not the issuer has failed to make scheduled principal or interest payments. The Company also takes into consideration information about the financial condition of the issuer and industry factors that could negatively impact the issuer.

If the decline in fair value of an available-for-sale security below its amortized cost is considered to be the result of a credit loss, 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 loss, which is recorded as an allowance and recognized in net income. The allowance is limited to the difference between the fair value and the amortized cost of the security. Any remaining decline in fair value represents the non-credit portion of the impairment, which is recognized in other comprehensive income. The Company did not have an allowance for credit losses as of June 30, 2023 or December 31, 2022.

Quarterly, the Company also considers whether it intends to sell an available-for-sale security or if it is more likely than not that it will be required to sell a security before recovery of its amortized cost. In these instances, a decline in fair value 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. As of June 30, 2023, the Company did not intend to sell or believe it would be required to sell any available-for-sale securities in an unrealized loss position before recovery of their amortized cost.

17

c) The amortized cost and estimated fair value of fixed maturity securities at June 30, 2023 are shown below by contractual maturity.

(dollars in thousands)Amortized
Cost
Estimated
Fair Value
Due in one year or less$1,193,540 $1,170,094 
Due after one year through five years4,544,954 4,325,414 
Due after five years through ten years3,382,145 3,077,695 
Due after ten years1,771,463 1,617,807 
10,892,102 10,191,010 
Commercial mortgage-backed securities2,251,522 2,073,556 
Residential mortgage-backed securities508,692 479,922 
Asset-backed securities1,241 1,204 
Total fixed maturity securities$13,653,557 $12,745,692 

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

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Interest:
Fixed maturity securities$88,419 $71,920 $170,547 $143,064 
Short-term investments23,712 3,354 50,331 4,328 
Cash and cash equivalents35,491 2,023 63,092 1,825 
Dividends on equity securities26,352 23,590 53,834 48,327 
173,974 100,887 337,804 197,544 
Investment expenses(4,281)(4,092)(8,776)(8,445)
Net investment income$169,693 $96,795 $329,028 $189,099 

e) The following table presents the components of net investment gains (losses) included in net income (loss) and the change in net unrealized gains (losses) included in other comprehensive income (loss). Gross realized investment gains and losses on fixed maturity securities, short-term investments and other investments were not material to the consolidated financial statements and are presented on a net basis in the following table.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Fixed maturity securities, short-term investments and other investments:
Net realized investment gains (losses)$1,155 $(2,259)$(2,066)$3,969 
Equity securities:
Change in fair value of securities sold during the period2,434 (2,113)13,487 (19,231)
Change in fair value of securities held at the end of the period480,938 (1,550,271)845,669 (1,897,780)
Total change in fair value483,372 (1,552,384)859,156 (1,917,011)
Net investment gains (losses)$484,527 $(1,554,643)$857,090 $(1,913,042)
Change in net unrealized gains (losses) on available-for-sale investments included in other comprehensive income (loss):
Fixed maturity securities$(167,992)$(449,089)$41,187 $(1,114,899)
Short-term investments(2,578)(9,239)(3,388)(3,377)
Net increase (decrease)$(170,570)$(458,328)$37,799 $(1,118,276)

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4. Fair Value Measurements

FASB ASC 820, 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 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 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.

Available-for-sale investments and equity securities. Available-for-sale investments and equity securities are recorded at fair value on a recurring basis. Available-for-sale investments include fixed maturity securities and short-term investments. Fair value 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 maturity securities 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, U.S. government-sponsored enterprises, municipal bonds, foreign government bonds, commercial mortgage-backed securities, residential mortgage-backed securities, asset-backed securities and corporate debt securities. Level 3 investments include the Company's investments in insurance-linked securities funds that are in run-off, which are not traded on an active exchange and are valued using unobservable inputs.

Fair value for available-for-sale investments and equity securities 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 maturity securities are classified as Level 2 investments. The fair value of fixed maturity securities is normally derived through recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data previously described. If there are no recent reported trades, the fair value of fixed maturity securities 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.

19

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 is generally derived through recent reported trades, 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.

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

June 30, 2023
(dollars in thousands)Level 1Level 2Level 3Total
Assets:
Investments:
Fixed maturity securities, available-for-sale:
U.S. Treasury securities$ $3,128,852 $ $3,128,852 
U.S. government-sponsored enterprises 938,735  938,735 
Obligations of states, municipalities and political subdivisions 3,876,335  3,876,335 
Foreign governments 1,543,626  1,543,626 
Commercial mortgage-backed securities 2,073,556  2,073,556 
Residential mortgage-backed securities 479,922  479,922 
Asset-backed securities 1,204  1,204 
Corporate bonds 703,462  703,462 
Total fixed maturity securities, available-for-sale 12,745,692  12,745,692 
Equity securities:
Insurance, banks and other financial institutions3,223,393  936 3,224,329 
Industrial, consumer and all other5,464,531   5,464,531 
Total equity securities8,687,924  936 8,688,860 
Short-term investments, available-for-sale1,872,751 166,310  2,039,061 
Total investments$10,560,675 $12,912,002 $936 $23,473,613 

20

December 31, 2022
(dollars in thousands)Level 1Level 2Level 3Total
Assets:
Investments:
Fixed maturity securities, available-for-sale:
U.S. Treasury securities$— $2,913,959 $— $2,913,959 
U.S. government-sponsored enterprises— 765,538 — 765,538 
Obligations of states, municipalities and political subdivisions— 3,733,183 — 3,733,183 
Foreign governments— 1,306,778 — 1,306,778 
Commercial mortgage-backed securities— 1,940,448 — 1,940,448 
Residential mortgage-backed securities— 526,793 — 526,793 
Asset-backed securities— 1,640 — 1,640 
Corporate bonds— 668,496 — 668,496 
Total fixed maturity securities, available-for-sale— 11,856,835 — 11,856,835 
Equity securities:
Insurance, banks and other financial institutions2,952,689 — 899 2,953,588 
Industrial, consumer and all other4,718,324 — — 4,718,324 
Total equity securities7,671,013 — 899 7,671,912 
Short-term investments, available-for-sale2,510,164 159,098 — 2,669,262 
Total investments$10,181,177 $12,015,933 $899 $22,198,009 

The following table summarizes changes in Level 3 investments measured at fair value on a recurring basis.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Equity securities, beginning of period$853 $8,468 $899 $56,472 
Purchases  —  — 
Sales (4,027) (52,807)
Net investment gains (losses)83 (61)37 715 
Equity securities, end of period$936 $4,380 $936 $4,380 

Previously, Level 3 investments included the Company's investment in an insurance-linked securities fund managed by Markel CATCo Investment Management Ltd. (MCIM). During the first quarter of 2022, the Company's remaining investment was redeemed ($41.3 million) in conjunction with a buy-out transaction that provided for an accelerated return of all remaining capital to investors. See note 11 for further details about the Company's Markel CATCo operations and the buy-out transaction.

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, 2023 and 2022.

5. Equity Method Investments

The Company holds certain investments that are accounted for under the equity method of accounting. The Company's equity method investments, which are included in other assets on the consolidated balance sheets, totaled $489.7 million and $494.0 million as of June 30, 2023 and December 31, 2022, respectively. The Company's proportionate share of earnings in its equity method investments were losses of $7.1 million and $8.7 million for the quarter and six months ended June 30, 2023, respectively, and losses of $4.2 million and $27.4 million for the quarter and six months ended June 30, 2022, respectively.

21

The Company's most significant equity method investment is an investment in Hagerty, Inc. (Hagerty), which is accounted for on a quarter lag. Hagerty is an automotive enthusiast brand offering integrated membership products and programs as well as a specialty insurance provider focused on the global automobile enthusiast market. The Company's ownership interest in Hagerty's common stock was 23% as of June 30, 2023 and December 31, 2022. The Company's investment is comprised of Class A common shares, which are listed for trading on the New York Stock Exchange, as well as Class V common shares, associated with the Company's original investment, that have special voting rights and can be converted on a one-for-one basis into Class A common shares. The Company accounts for its investment under the equity method as it is deemed to have the ability to exercise significant influence over Hagerty's operating and financial policies through a combination of its voting interest, its right to designate a board member and business it conducts with Hagerty. As of June 30, 2023 and December 31, 2022, the carrying value of the Company's investment in Hagerty was $232.1 million and $245.1 million, respectively.

As of June 30, 2023 and December 31, 2022, the estimated value of the Company's investment, based on the closing stock price of Hagerty's Class A common shares, was $730.1 million and $656.0 million, respectively. See note 12 for further details regarding related party transactions with Hagerty.

6. Products, Services, and Other Revenues

The following tables present revenues from contracts with customers by type, all of which are included in products revenues and services and other revenues in the consolidated statements of income (loss) and comprehensive income (loss), along with a reconciliation to total products revenues and services and other revenues.

Quarter Ended June 30,
20232022
(dollars in thousands)Markel VenturesOtherTotalMarkel VenturesOtherTotal
Products$770,171 $ $770,171 $764,543 $— $764,543 
Services569,013 1,784 570,797 561,596 8,450 570,046 
Investment management 21,445 21,445 — 20,328 20,328 
Total revenues from contracts with customers1,339,184 23,229 1,362,413 1,326,139 28,778 1,354,917 
Program services and other fronting 37,563 37,563 — 29,731 29,731 
Disposition gain 16,923 16,923 — — — 
Equity method investments loss(387)(6,762)(7,149)(975)(3,247)(4,222)
Other47,016 407 47,423 36,134 391 36,525 
Total$1,385,813 $71,360 $1,457,173 $1,361,298 $55,653 $1,416,951 

Six Months Ended June 30,
20232022
(dollars in thousands)Markel VenturesOtherTotalMarkel VenturesOtherTotal
Products$1,336,066 $ $1,336,066 $1,233,999 $— $1,233,999 
Services1,054,675 4,638 1,059,313 999,229 30,018 1,029,247 
Investment management 31,904 31,904 — 39,556 39,556 
Total revenues from contracts with customers2,390,741 36,542 2,427,283 2,233,228 69,574 2,302,802 
Program services and other fronting 66,453 66,453 — 63,063 63,063 
Disposition gain 16,923 16,923 — 107,293 107,293 
Equity method investments income (loss)1,108 (9,775)(8,667)2,083 (29,493)(27,410)
Other97,903 1,065 98,968 76,372 7,392 83,764 
Total$2,489,752 $111,208 $2,600,960 $2,311,683 $217,829 $2,529,512 

In February 2022, the Company sold the majority of its controlling interest in its Velocity managing general agent companies, which resulted in a gain of $107.3 million. In June 2023, the Company sold one of its licensed insurance subsidiaries to Velocity, which resulted in a gain of $16.9 million. Both gains were included in services and other revenues.

22

Receivables from contracts with customers were $663.7 million and $624.1 million as of June 30, 2023 and December 31, 2022, respectively.

7. Unpaid Losses and Loss Adjustment Expenses

The following table presents a reconciliation of consolidated beginning and ending reserves for losses and loss adjustment expenses.

Six Months Ended June 30,
(dollars in thousands)20232022
Gross reserves for losses and loss adjustment expenses, beginning of year$20,947,898 $18,178,894 
Reinsurance recoverables on unpaid losses, beginning of year7,994,884 6,876,317 
Net reserves for losses and loss adjustment expenses, beginning of year12,953,014 11,302,577 
Effect of foreign currency rate changes on beginning of year balance46,000 (149,383)
Adjusted net reserves for losses and loss adjustment expenses, beginning of year12,999,014 11,153,194 
Incurred losses and loss adjustment expenses:
Current accident year2,500,098 2,153,910 
Prior accident years(139,208)(122,728)
Total incurred losses and loss adjustment expenses2,360,890 2,031,182 
Payments:
Current accident year164,713 167,262 
Prior accident years1,461,051 1,291,318 
Total payments1,625,764 1,458,580 
Effect of foreign currency rate changes on current year activity(2,949)221 
Change in net reserves for losses and loss adjustment expenses of Markel CATCo Re (see note 11)
(131,874)465,196 
Reinsurance recoverable for retroactive reinsurance transaction(125,067)— 
Net reserves for losses and loss adjustment expenses, end of period13,474,250 12,191,213 
Reinsurance recoverables on unpaid losses7,900,563 6,871,547 
Gross reserves for losses and loss adjustment expenses, end of period$21,374,813 $19,062,760 

For the six months ended June 30, 2023, prior accident years losses and loss adjustment expenses included $139.2 million of favorable development on prior years loss reserves, which included $169.6 million of favorable development on the Company's professional liability, property, marine and energy and workers' compensation product lines within its Insurance segment and $20.9 million of favorable development on the Company's professional liability and property product lines within its Reinsurance segment. Favorable development on prior years loss reserves for the six months ended June 30, 2023 was partially offset by $53.0 million of adverse development on the Company's general liability product lines within its Insurance segment.

For the six months ended June 30, 2022, prior accident years losses and loss adjustment expenses included $122.7 million of favorable development on prior years loss reserves, which included $123.3 million of favorable development on the Company's property, marine and energy, workers' compensation and programs product lines within the Insurance segment.

In March 2023, the Company completed a retroactive reinsurance transaction to cede its portfolio of policies comprised of liabilities for its run-off book of United Kingdom motor casualty business in exchange for payments totaling $125.1 million, which approximated the carrying value of the Company's reserves for losses and loss adjustment expenses on the ceded policies.

23

8. Reinsurance

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

Quarter Ended June 30,
20232022
(dollars in thousands)DirectAssumedCededNet PremiumsDirectAssumedCededNet Premiums
Underwriting:
Written$2,285,739 $448,837 $(526,562)$2,208,014 $2,108,859 $420,026 $(427,959)$2,100,926 
Earned2,025,324 424,404 (418,264)2,031,464 1,772,695 382,876 (321,438)1,834,133 
Program services and other fronting:
Written824,171 229,438 (1,053,930)(321)664,590 86,574 (752,295)(1,131)
Earned649,562 159,075 (808,958)(321)607,099 65,116 (673,244)(1,029)
Consolidated:
Written3,109,910 678,275 (1,580,492)2,207,693 2,773,449 506,600 (1,180,254)2,099,795 
Earned$2,674,886 $583,479 $(1,227,222)$2,031,143 $2,379,794 $447,992 $(994,682)$1,833,104 

Six Months Ended June 30,
20232022
(dollars in thousands)DirectAssumedCededNet PremiumsDirectAssumedCededNet Premiums
Underwriting:
Written$4,255,102 $1,137,732 $(966,591)$4,426,243 $3,932,114 $1,116,386 $(781,341)$4,267,159 
Earned3,997,200 823,123 (820,704)3,999,619 3,470,665 785,943 (661,367)3,595,241 
Program services and other fronting:
Written1,397,382 433,981 (1,832,135)(772)1,361,564 268,272 (1,632,466)(2,630)
Earned1,290,675 233,792 (1,525,239)(772)1,306,704 113,976 (1,423,047)(2,367)
Consolidated:
Written5,652,484 1,571,713 (2,798,726)4,425,471 5,293,678 1,384,658 (2,413,807)4,264,529 
Earned$5,287,875 $1,056,915 $(2,345,943)$3,998,847 $4,777,369 $899,919 $(2,084,414)$3,592,874 

Substantially all of the premiums written and earned in the Company's program services and other fronting operations for the six months ended June 30, 2023 and 2022 were ceded. The percentage of consolidated ceded earned premiums to gross earned premiums was 38% and 37% and for the quarter and six months ended June 30, 2023, respectively, and 35% and 37% for the quarter and six months ended June 30, 2022, respectively. The percentage of consolidated assumed earned premiums to net earned premiums was 29% and 26% for the quarter and six months ended June 30, 2023 and 2022, respectively, 24% and 25% for the quarter and six months ended June 30, 2022, respectively.

Substantially all of the incurred losses and loss adjustment expenses in the Company's program services and other fronting operations were ceded. These gross losses totaled $594.7 million and $1.1 billion for the quarter and six months ended June 30, 2023, respectively, and $574.8 million and $990.5 million for the quarter and six months ended June 30, 2022, respectively.

The following table summarizes the effect of reinsurance and retrocessional reinsurance on losses and loss adjustment expenses in the Company's underwriting operations.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Gross losses and loss adjustment expenses$1,476,189 $1,186,691 $2,868,537 $2,337,040 
Ceded losses and loss adjustment expenses(288,676)(127,895)(507,931)(305,889)
Net losses and loss adjustment expenses$1,187,513 $1,058,796 $2,360,606 $2,031,151 

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9. Life and Annuity Benefits

The Company's run-off block of life and annuity reinsurance contracts consists primarily of Euro and U.S. Dollar denominated life-contingent payout annuities and traditional and universal life contracts. The following table presents the components of the Company's liabilities for life and annuity benefits.

(dollars in thousands)June 30, 2023December 31, 2022
Liability for future policyholder benefits$549,601 $554,366 
Deferred profit liability47,122 48,569 
Other46,849 47,786 
Total$643,572 $650,721 

The primary component of the Company's liabilities for life and annuity benefits is the liability for future policyholder benefits. Life and annuity benefit reserves are calculated for aggregated cohorts of contracts, which are determined based on the attributes of the underlying contracts, and are discounted using standard actuarial techniques and cash flow models. Since the development of the life and annuity reinsurance reserves is based upon cash flow projection models, the Company makes estimates and assumptions based on cedent experience and industry mortality tables. The cash flow assumptions used to determine the Company's life and annuity benefit reserves are updated at least annually. The discount rate assumptions are updated at each reporting date. The following table presents a rollforward of the present value of the liability for future policyholder benefits.

Six Months Ended June 30,
(dollars in thousands)20232022
Liability for future policyholder benefits, beginning of year$554,366 $821,632 
Liability for future policyholder benefits at original discount rate, beginning of year667,761 745,313 
Effect of changes in cash flow assumptions — 
Effect of actual variances from expected experience — 
Adjusted liability for future policyholder benefits, beginning of year667,761 745,313 
Interest accretion7,594 8,178 
Benefit payments(26,661)(27,801)
Effect of foreign currency rate changes6,926 (48,509)
Liability for future policyholder benefits at original discount rate, end of period655,620 677,181 
Cumulative effect of changes in discount rate assumptions(106,019)(80,505)
Liability for future policyholder benefits, end of period (1)
$549,601 $596,676 
(1)    The undiscounted liability for future policyholder benefits was $843.3 million and $874.2 million as of June 30, 2023 and 2022, respectively.

The following table summarizes additional details for the Company's liability for future policyholder benefits.

June 30, 2023December 31, 2022
Weighted-average interest rate:
Interest accretion rate2.3 %2.3 %
Current discount rate4.2 %4.3 %
Weighted-average liability duration8.7 years8.6 years

10. Senior Long-Term Debt and Other Debt

In March 2023, the Company retired its 3.625% unsecured senior notes due March 30, 2023 ($250.0 million aggregate principal outstanding at December 31, 2022).

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In June 2023, the Company entered into an amended and restated credit agreement for its corporate revolving credit facility, which provides up to $300 million of capacity for future acquisitions, investments and stock repurchases, and for other working capital and general corporate purposes. At the Company's discretion, up to $200 million of the total capacity may be used for letters of credit. The Company may increase the capacity of the facility by up to $200 million subject to obtaining commitments for the increase and certain other terms and conditions. The Company pays interest on balances outstanding under the facility and fees for letters of credit issued under the facility. The Company also pays a commitment fee on the unused portion of the facility based on the Company's leverage ratio as calculated under the credit agreement. The credit agreement includes financial covenants that require that the Company not exceed a maximum debt to capitalization (leverage) ratio and maintain a minimum amount of consolidated net worth, as well as other customary covenants and events of default. Markel Group guaranteed the obligations under the facility of certain subsidiaries that are also parties to the credit agreement. This facility expires in June 2028. The credit agreement for this revolving credit facility amended and restated the credit agreement for the Company's previous $300 million revolving credit facility. At June 30, 2023 and December 31, 2022, the Company had no borrowings outstanding under either revolving credit facility. As of June 30, 2023, the Company was in compliance with all covenants contained in its corporate revolving credit facility.

Various of the Company's Markel Ventures subsidiaries maintain revolving credit facilities or lines of credit, which provide up to $715 million of aggregate capacity for working capital and other general operational purposes. A portion of the capacity on certain of these credit facilities may be used as security for letters of credit and other obligations. At June 30, 2023 and December 31, 2022, the Company had $209.0 million and $238.1 million, respectively, of borrowings outstanding under these credit facilities. As of June 30, 2023, all of the Company's subsidiaries were in compliance with all covenants contained in their respective credit facilities.

11. Variable Interest Entities

MCIM, a wholly-owned consolidated subsidiary of the Company, is an insurance-linked securities investment fund manager and reinsurance manager headquartered in Bermuda. Results attributable to MCIM are not included in a reportable segment.

MCIM serves as the insurance manager for Markel CATCo Re Ltd. (Markel CATCo Re), a Bermuda Class 3 reinsurance company, and as the investment manager for Markel CATCo Reinsurance Fund Ltd., a Bermuda exempted mutual fund company comprised of multiple segregated accounts (Markel CATCo Funds). Voting shares in Markel CATCo Reinsurance Fund Ltd. and Markel CATCo Re are held by MCIM, which has the power to direct the activities that most significantly impact the economic performance of these entities. The Markel CATCo Funds issued multiple classes of nonvoting, redeemable preference shares to investors, and the Markel CATCo Funds are primarily invested in nonvoting preference shares of Markel CATCo Re. The underwriting results of Markel CATCo Re are attributed to investors through its nonvoting preference shares. Both Markel CATCo Re and the Markel CATCo Funds were placed into run-off in July 2019.

In March 2022, the Company completed a buy-out transaction with Markel CATCo Re and the Markel CATCo Funds that provided for an accelerated return of all remaining capital to investors in the Markel CATCo Funds. Under the terms of the transaction, the Company provided cash funding of $45.1 million to purchase substantially all of the Markel CATCo Funds' interests in Markel CATCo Re and substantially all of the preference shares held by investors in the Markel CATCo Funds were redeemed, including preference shares previously held by the Company. See note 4 for details regarding the Company's investment in the Markel CATCo Funds. In order to complete the transaction, the Company also made $101.9 million in additional payments, net of insurance proceeds, to or for the benefit of investors, which were recognized as an expense to the Company and included in services and other expenses for the first quarter of 2022.

In June 2022, the Company received a return of $24.9 million of the capital it provided in March 2022 and the related preference shares were redeemed. As of June 30, 2023 and December 31, 2022, the Company's investment in the remaining preference shares of Markel CATCo Re totaled $20.1 million, which comprised 25% and 23% of the equity of Markel CATCo Re, respectively. Through that investment, the Company has exposure to adverse loss development on reinsurance contracts previously written by Markel CATCo Re for loss events that occurred from 2014 to 2020. If loss reserves held by Markel CATCo Re are sufficient to settle claims on the remaining open contracts, the Company will receive a full return of the remaining $20.1 million in capital provided in March 2022. Favorable development on loss reserves held by Markel CATCo Re, less operating expenses, will be distributed to the Markel CATCo Funds, and ultimately to investors in the Markel CATCo Funds.

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Markel CATCo Re is considered a VIE, as the equity at risk does not have the right to receive residual returns that exceed the capital provided by the Company in the buy-out transaction. As a result of the preference shares acquired by the Company in the buy-out transaction, and the voting shares held by its consolidated subsidiary, MCIM, the Company consolidates Markel CATCo Re as its primary beneficiary. Results attributed to the run-off of Markel CATCo Re are reported with the Company's other ILS operations, within services and other revenues and expenses, and are not included in a reportable segment. Favorable loss reserve development on the run-off of reinsurance contracts written by Markel CATCo Re was $8.7 million and $53.5 million for the quarter and six months ended June 30, 2023, respectively, and $28.2 million for both the quarter and six months ended June 30, 2022. For all periods, the favorable development was included in services and other expenses and attributable to noncontrolling interests. During the six months ended June 30, 2023 and 2022, $62.6 million and $22.3 million, respectively, of preference shares of Markel CATCo Re held by noncontrolling interests were redeemed.

The Company's consolidated balance sheets include the following amounts attributable to Markel CATCo Re.

(dollars in thousands)June 30, 2023December 31, 2022
Assets
Cash and cash equivalents$69,744 $104,443 
Restricted cash and cash equivalents198,938 317,577 
Other assets and receivables due from cedents27,846 41,357 
Total Assets$296,528 $463,377 
Liabilities and Equity
Unpaid losses and loss adjustment expenses$216,047 $347,921 
Other liabilities923 26,717 
Total Liabilities216,970 374,638 
Shareholders' equity21,139 21,139 
Noncontrolling interests58,419 67,600 
Total Equity79,558 88,739 
Total Liabilities and Equity$296,528 $463,377 

In connection with the buy-out transaction, the Company also entered into a tail risk cover with Markel CATCo Re. Through this contract, the Company has $142.7 million of uncollateralized exposure to adverse development on loss reserves held by Markel CATCo Re for loss exposures in excess of limits that the Company believes are unlikely to be exceeded.

12. Related Party Transactions

The Company engages in certain related party transactions in the normal course of business at arm's length.

Insurance-Linked Securities

Within the Company's insurance-linked securities operations, the Company provides investment and insurance management services through Nephila Holdings Ltd. (together with its subsidiaries, Nephila). Nephila serves as the investment manager to several Bermuda based private funds (the Nephila Funds). To provide access for the Nephila Funds to a variety of insurance-linked securities in the property catastrophe, climate and specialty markets, Nephila also acts as an insurance manager to certain Bermuda Class 3 and 3A reinsurance companies, Lloyd's Syndicate 2357 and Lloyd's Syndicate 2358 (collectively, the Nephila Reinsurers). Nephila receives management fees for investment and insurance management services provided through its insurance-linked securities operations primarily based on the net asset value of the accounts managed, and, for certain funds, incentive fees based on their annual performance. Prior to the disposition of Velocity in February 2022, Nephila also provided managing general agent services to the Nephila Reinsurers in exchange for commissions. For the quarter and six months ended June 30, 2023, total revenues attributed to unconsolidated entities managed by Nephila were $20.8 million and $30.6 million, respectively. For the quarter and six months ended June 30, 2022, total revenues attributed to unconsolidated entities managed by Nephila were $17.5 million and $39.9 million, respectively.

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Through the Company's program services and other fronting operations, as well as its underwriting operations, the Company has programs with Nephila through which the Company writes insurance policies that are either partially or fully ceded to Nephila Reinsurers. Through these programs, Nephila utilizes certain of the Company's licensed insurance companies to write U.S. catastrophe-exposed property risk that is then ceded to Nephila Reinsurers. A portion of this business is placed by Velocity, which the Company retained a minority interest in following its disposition. Additionally, through the Company's insurance underwriting operations, the Company has a quota share agreement with Nephila through which it cedes a portion of its property business to Nephila Reinsurers. The following table summarizes the premiums ceded to Nephila Reinsurers.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Program services and other fronting:
Gross and ceded written premiums attributable to Nephila programs
$297,393 $175,185 $534,288 $490,772 
Underwriting:
Premiums ceded to Nephila Reinsurers
$16,384 $13,512 $29,847 $29,619 

As of June 30, 2023 and December 31, 2022, reinsurance recoverables on the consolidated balance sheets included $949.3 million and $1.4 billion, respectively, due from Nephila Reinsurers. Under its programs with Nephila Reinsurers, the Company bears underwriting risk for annual aggregate agreement year losses in excess of a limit the Company believes is unlikely to be exceeded. To the extent losses under these programs exceed the prescribed limits, the Company is obligated to pay such losses to the cedents without recourse to the Nephila Reinsurers. While the Company believes losses under these programs are unlikely, those losses, if incurred, could be material to the Company's consolidated results of operations and financial condition.

The Company has also entered into other assumed and ceded reinsurance transactions with the Nephila Reinsurers in the normal course of business, which are not material to the Company's consolidated financial statements.

In June 2023, the Company sold one of the licensed insurance subsidiaries within its program services operations to Velocity, which resulted in a gain of $16.9 million during the second quarter of 2023.

Hagerty

The Company holds a minority ownership interest in Hagerty, which operates primarily as a managing general agent and also includes Hagerty Reinsurance Limited (Hagerty Re), a Bermuda Class 3 reinsurance company. Through the Company's underwriting operations, the Company underwrites insurance for Hagerty, a portion of which is ceded to Hagerty Re. The amounts attributed to these arrangements are summarized in the following table.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Gross written premiums attributable to Hagerty
$236,225 $204,392 $401,196 $343,406 
Premiums ceded to Hagerty Re
$181,841 $135,241 $306,469 $227,299 

As of June 30, 2023 and December 31, 2022, reinsurance recoverables on the consolidated balance sheets included $178.2 million and $159.7 million, respectively, due from Hagerty Re.

13. Shareholders' Equity

a) The Company has 50,000,000 shares of no par value common stock authorized. The following table presents a rollforward of changes in common shares issued and outstanding.

Quarter Ended June 30, Six Months Ended June 30,
(in thousands)2023202220232022
Issued and outstanding common shares, beginning of period13,362 13,570 13,423 13,632 
Issuance of common shares1 3 
Repurchase of common shares(78)(33)(141)(96)
Issued and outstanding common shares, end of period13,285 13,538 13,285 13,538 
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b) The Company also has 10,000,000 shares of no par value preferred stock authorized, of which 600,000 shares were issued and outstanding at June 30, 2023 and December 31, 2022. The Company declared and paid dividends on preferred shares of $18.0 million, or $30 per share, in both the quarter ended June 30, 2023 and 2022.

c) Net income (loss) per common share was determined by dividing adjusted net income (loss) to common shareholders by the applicable weighted average common shares outstanding. Basic common shares outstanding include restricted stock units that are no longer subject to any contingencies for issuance, but for which corresponding shares have not been issued. Diluted net income (loss) per common share is computed by dividing adjusted net income (loss) to common shareholders by the weighted average number of common shares and dilutive potential common shares outstanding during the period. The following table presents net income (loss) per common share and diluted net income (loss) per common share.

Quarter Ended June 30, Six Months Ended June 30,
(in thousands, except per share amounts)2023202220232022
Net income (loss) to common shareholders$677,511 $(933,796)$1,166,163 $(985,537)
Adjustment of redeemable noncontrolling interests(5,758)(7,498)7,715 (44,438)
Adjusted net income (loss) to common shareholders$671,753 $(941,294)$1,173,878 $(1,029,975)
Basic common shares outstanding13,382 13,612 13,416 13,632 
Dilutive potential common shares from restricted stock units and restricted stock (1)
29 — 25 — 
Diluted common shares outstanding13,411 13,612 13,441 13,632 
Basic net income (loss) per common share$50.20 $(69.15)$87.50 $(75.56)
Diluted net income (loss) per common share (1)
$50.09 $(69.15)$87.34 $(75.56)
(1)     The impact of 31 thousand and 29 thousand shares from restricted stock units and restricted stock was excluded from the computation of diluted net loss per common share for the quarter and six months ended June 30, 2022, respectively, because the effect would have been anti-dilutive.

14. 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 following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included under Item 1 Financial Statements and our 2022 Annual Report on Form 10-K. The accompanying consolidated financial statements and related notes have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) and include the accounts of Markel Group Inc., formerly Markel Corporation, and its consolidated subsidiaries, as well as any variable interest entities that meet the requirements for consolidation. Effective May 26, 2023, Markel Corporation changed its name to Markel Group Inc. (Markel Group). This section is divided into the following sections:

Our Business
Results of Operations
Financial Condition
Critical Accounting Estimates
Safe Harbor and Cautionary Statement

Our Business

Markel Group is a holding company comprised of a diverse family of businesses and investments. The leadership teams of our businesses operate with a high degree of independence, while at the same time living the values that we call the Markel Style. Our specialty insurance business sits at the core of our company. Through decades of sound underwriting, the insurance team has provided the capital base from which we built a system of businesses and investments that collectively increase Markel Group's durability and adaptability. We aspire to build one of the world's great companies by enabling our customers, associates and shareholders to win and deploy three financial engines in pursuit of this goal.

Insurance - Our principal business markets and underwrites specialty insurance products using multiple platforms that enable us to best match risk and capital.

Investments - Our investing activities are primarily related to our underwriting operations. The majority of our investable assets come from premiums paid by policyholders and the remainder is comprised of shareholder funds.

Markel Ventures - Through our Markel Ventures operations, we own controlling interests in a diverse portfolio of businesses that operate in a variety of industries.

Our three interdependent engines form a system that provides diverse income streams, access to a wide range of investment opportunities and the ability to efficiently move capital to the best ideas across the Company. We allocate capital across the Company using a four-step process that we have consistently followed for years: invest in our existing businesses for organic growth opportunities, acquire controlling interests in businesses, build our portfolio of equity securities, and repurchase shares of our common stock. Our system is uniquely equipped for long-term growth. To mitigate effects of short-term volatility and align with the long-term perspective that we apply to operating our businesses, we generally use five-year time periods to measure our performance. We measure financial success by our ability to grow the market price per common share of our stock, or total shareholder return, at high rates of return over a long period of time. Over the five-year period ended June 30, 2023, our common share price increased at a compound annual rate of 5%. While this measure, considered independently of other factors, falls below our internal targets, we believe the operating performance at all three of our engines positions us well to achieve our targets over the long-term. We also consider the performance of book value per common share over the long-term, although we believe that as our business has evolved, this measure has become less reflective of shareholder value because a significant portion of our operations is not recorded at fair value. Over the five-year period ended June 30, 2023, the compound annual growth in book value per common share was 8%.

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Table of Contents
Insurance

Our insurance engine is comprised of the following types of operations:

Underwriting - Our underwriting operations are comprised of our risk-bearing insurance and reinsurance operations.
Insurance-linked securities - Our insurance-linked securities (ILS) operations provide investment management services for a variety of investment products, including insurance-linked securities, catastrophe bonds, insurance swaps and weather derivatives.
Program services - Our program services business serves as a fronting platform that provides other insurance entities access to the U.S. property and casualty insurance market.

Through our underwriting, ILS and program services operations, we have a suite of capabilities through which we can access capital to support our customers' risks, which includes our own capital through our underwriting operations, as well as third-party capital through our ILS and program services operations. Within each of these insurance platforms, 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, including the multiple platforms through which we can manage risk and deploy capital. For example, through our program services platform, we have programs through which we write insurance policies on behalf of our ILS operations that are supported by third-party capital. Additionally, we cede certain risks written through our underwriting operations to our ILS operations to the extent those risks are more aligned with the risk profile of our ILS investors than our own corporate tolerance. Our ability to access multiple insurance platforms allows us to achieve income streams from our insurance operations beyond the traditional underwriting model. We believe this multi-platform approach provides us with a unique advantage through which we have the ability to unlock additional value for our customers and business partners, which we refer to as "the power of the platform."

Underwriting

Our chief operating decision maker reviews our ongoing underwriting operations on a global basis in the following two segments: Insurance and Reinsurance. In determining how to allocate resources and assess the performance of our underwriting results, we consider many factors, including the nature of the insurance product sold, the type of account written and the type of customer served. The Insurance segment includes all direct business and facultative placements written on a risk-bearing basis within our underwriting operations. The Reinsurance segment includes all treaty reinsurance written on a risk-bearing basis within our underwriting operations.

Our 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 are typically written on an admitted basis due to marketing and regulatory reasons. Risks written in our Insurance segment are written on either a direct basis or a subscription basis, the latter of which means that the loss exposures brought into the market are typically insured by more than one insurance company or Lloyd's of London (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. The following products are included in this segment: professional liability, general liability, personal lines, marine and energy, primary and excess of loss property, workers' compensation, credit and surety coverages, specialty program insurance for well-defined niche markets and liability and other coverages tailored for unique exposures. Business in this segment is primarily written through our Markel Specialty and Markel International divisions. The Markel Specialty division writes business on both an excess and surplus lines and admitted basis, primarily through our platforms in the United States and Bermuda, as well as the United Kingdom (U.K.) and European Union. The Markel International division writes business worldwide from our London and Munich-based platforms, which include branch offices around the world. The Insurance segment also includes collateral protection insurance written on an admitted basis through our State National division.

Our Reinsurance segment includes 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. Business in this segment is primarily written by our Global Reinsurance division. Principal lines of business include: professional liability, general liability, credit and surety, marine and energy and workers' compensation.

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Table of Contents
Insurance-Linked Securities

Our insurance-linked securities operations are primarily comprised of our Nephila operations and are not included in a reportable segment. Nephila Holdings Ltd. (together with its subsidiaries, Nephila) provides investment and insurance management services through which we offer alternative capital to the reinsurance market while providing investors with investment strategies that typically are uncorrelated with traditional asset classes. We receive management fees for investment and insurance management services provided through these operations primarily based on the net asset value of the accounts managed, and for certain funds, incentive fees based on their annual performance.

Nephila serves as the investment manager to several Bermuda-based private funds (the Nephila Funds). To provide access for the Nephila Funds to a variety of insurance-linked securities in the property catastrophe, climate and specialty markets, Nephila acts as an insurance manager to certain Bermuda Class 3 and 3A reinsurance companies, Lloyd's Syndicate 2357 and Lloyd's Syndicate 2358 (collectively, the Nephila Reinsurers). The results of the Nephila Reinsurers are attributed to the Nephila Funds primarily through derivative transactions between these entities. Neither the Nephila Funds nor the Nephila Reinsurers are subsidiaries of Markel Group, and as such, these entities are not included in our consolidated financial statements. The Nephila Reinsurers subscribe to various reinsurance contracts based on their investors' risk profiles, including property reinsurance business fronted through our underwriting and program services platforms. See note 12 of the notes to consolidated financial statements for further details regarding transactions with entities managed through our Nephila operations.

Nephila also served as a managing general agent prior to the sales of our Velocity managing general agent operations in February 2022 and our Volante managing general agent operations in October 2022.

Our insurance-linked securities operations also include our run-off Markel CATCo operations, the results of which are reported separately from our ongoing insurance-linked securities operations. Our Markel CATCo operations are conducted through Markel CATCo Investment Management Ltd. (MCIM), an ILS investment fund manager headquartered in Bermuda. MCIM serves as the insurance manager for Markel CATCo Re Ltd. (Markel CATCo Re), a Bermuda Class 3 reinsurance company, and as the investment manager for Markel CATCo Reinsurance Fund Ltd., a Bermuda exempted mutual fund company comprised of multiple segregated accounts (Markel CATCo Funds). In July 2019, these operations were placed into run-off. In March 2022, we completed a buy-out transaction that provided for an accelerated return of all remaining capital to investors in the Markel CATCo Funds. Following the completion of the buy-out transaction, we consolidate Markel CATCo Re as its primary beneficiary. Results attributable to the run-off of Markel CATCo Re are included with our other Markel CATCo operations within services and other expenses, and for the six months ended June 30, 2023 and 2022, these results were entirely attributable to noncontrolling interest holders in Markel CATCo Re. In connection with the buy-out transaction, we entered into a tail risk cover with Markel CATCo Re through which we have uncollateralized exposure to adverse development on loss reserves held by Markel CATCo Re for loss exposures in excess of limits that we believe are unlikely to be exceeded. See note 11 of the notes to consolidated financial statements for further details regarding our Markel CATCo operations and the consolidation of Markel CATCo Re.

Program Services and Other Fronting

Our program services business, which is provided through our State National division, generates fee income in the form of ceding fees in exchange for fronting insurance business to other insurance carriers (capacity providers), including the Nephila Reinsurers. In general, fronting refers to business in which we write insurance on behalf of a general agent or capacity provider and then cede all, or substantially all, of the risk under these policies to the capacity provider in exchange for ceding fees. These capacity providers are domestic and foreign insurers and institutional risk investors that want to access specific lines of U.S. property and casualty insurance business but may not have the required licenses and filings to do so. The results of our program services operations are not included in a reportable segment.

In certain instances, we also leverage the strength of our underwriting platform to write business on behalf of our ILS operations, in exchange for ceding fees, to support their business plans and assist in meeting their desired return objectives. This fronting business is conducted separately from our program services business and consists of catastrophe-exposed property insurance and reinsurance business and specialty reinsurance business.

Although we reinsure substantially all of the risks inherent in our program services business and ILS fronting arrangements, we have certain programs that contain limits on our reinsurers' obligations to us that expose us to underwriting risk, including loss ratio caps, aggregate reinsurance limits or exclusion of the credit risk of producers. Under certain programs, including programs and contracts with Nephila Reinsurers, we also bear underwriting risk for annual aggregate agreement year losses in excess of a limit that we believe is unlikely to be exceeded. See note 12 of the notes to consolidated financial statements for further details regarding our programs with Nephila Reinsurers.
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Investments

The majority of our investable assets come from premiums paid by policyholders. We rely on sound underwriting practices to produce investable funds. Policyholder funds are invested predominantly in high-quality government and municipal bonds and mortgage-backed securities that generally match the duration and currency of our loss reserves. We typically hold these fixed maturity investments until maturity. As a result, unrealized holding gains and losses on these securities are generally expected to reverse as the securities mature. Premiums collected through our underwriting operations may also be held as short-term investments or cash and cash equivalents to provide short-term liquidity for projected claims payments, reinsurance costs and operating expenses. The balance of our investable assets, comprised of shareholder funds, is available to be invested in equity securities, which over the long run, have produced higher returns relative to fixed maturity and short-term investments. When 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 hold these equity investments over the long-term. Substantially all of our investment portfolio is managed by company employees.

Markel Ventures

Through our wholly owned subsidiary, Markel Ventures, Inc. (Markel Ventures), we own controlling interests in high-quality businesses that operate in a variety of different industries with shared values and the shared goal of positively contributing to the long-term financial performance of Markel Group. Management teams for each business operate autonomously and are responsible for developing strategic initiatives, managing day-to-day operations and making investment and capital allocation decisions for their respective companies.

Our corporate management team is responsible for decisions regarding allocation of capital for acquisitions and new investments. Our strategy in making these acquisitions 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. Our chief operating decision maker allocates resources to and assesses the performance of these various businesses in the aggregate as the Markel Ventures segment.

The Markel Ventures segment includes a diverse portfolio of specialized businesses from different industries that offer various types of products and services to businesses and consumers across many markets. The following types of businesses are included in this segment: construction services, consumer and building products, transportation-related products, consulting services and equipment manufacturing products. All of our businesses in this segment are headquartered in the U.S., with subsidiaries of certain businesses located outside of the U.S.

Results of Operations

The following table presents the components of operating revenues.

 Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Insurance segment$1,763,186 $1,570,001 $3,474,110 $3,047,149 
Reinsurance segment268,288 264,154 525,522 548,121 
Insurance-linked securities, program services and other insurance77,407 57,739 119,181 238,140 
Insurance operations2,108,881 1,891,894 4,118,813 3,833,410 
Net investment income168,927 96,695 327,521 188,992 
Net investment gains (losses)484,527 (1,554,643)857,090 (1,913,042)
Other(6,378)(3,137)(8,758)(22,707)
Investing segment647,076 (1,461,085)1,175,853 (1,746,757)
Markel Ventures segment1,386,579 1,361,398 2,491,259 2,311,790 
Total operating revenues$4,142,536 $1,792,207 $7,785,925 $4,398,443 

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The following table presents the components of comprehensive income (loss) to shareholders.

 Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Insurance segment profit$134,651 $166,414 $231,155 $353,908 
Reinsurance segment profit15,184 3,839 39,418 17,122 
Insurance-linked securities, program services and other insurance47,526 31,938 104,128 51,952 
Amortization of intangible assets (1)
(24,564)(24,946)(49,412)(50,062)
Insurance operations172,797 177,245 325,289 372,920 
Investing segment profit (loss)647,076 (1,461,085)1,175,853 (1,746,757)
Markel Ventures segment profit (2)
150,191 107,046 222,818 156,783 
Interest expense(47,221)(50,050)(96,659)(99,742)
Net foreign exchange gains (losses)(14,976)105,067 (47,904)128,071 
Income tax (expense) benefit(191,937)238,953 (325,668)257,089 
Net income attributable to noncontrolling interests(20,419)(32,972)(69,566)(35,901)
Net income (loss) to shareholders695,511 (915,796)1,184,163 (967,537)
Preferred stock dividends(18,000)(18,000)(18,000)(18,000)
Net income (loss) to common shareholders
677,511 (933,796)1,166,163 (985,537)
Other comprehensive income (loss) to shareholders(130,962)(301,892)26,751 (762,065)
Comprehensive income (loss) to shareholders
$564,549 $(1,217,688)$1,210,914 $(1,729,602)
(1)    Amortization of intangible assets includes all amortization attributable to our insurance operations. Amortization of intangible assets attributable to our underwriting segments was $9.3 million and $18.8 million for the quarter and six months ended June 30, 2023, respectively, and $9.6 million and $19.4 million for the quarter and six months ended June 30, 2022, respectively; however, we do not allocate amortization of intangible assets between the Insurance and Reinsurance segments. Amortization of intangible assets attributable to our insurance-linked securities, program services and other insurance operations was $15.3 million and $30.6 million for the quarter and six months ended June 30, 2023, respectively, and $15.3 million and $30.7 million for the quarter and six months ended June 30, 2022, respectively.
(2)    Segment profit for the Markel Ventures segment includes amortization of intangible assets attributable to Markel Ventures.

The change in comprehensive income (loss) to shareholders for the second quarter of 2023 compared to the second quarter of 2022 was primarily due to pre-tax net investments gains on our equity securities of $483.4 million in 2023 compared to pre-tax net investment losses on our equity securities of $1.6 billion in 2022.

The change in comprehensive income (loss) to shareholders for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily due to pre-tax net investment gains on our equity securities of $859.2 million in 2023 compared to pre-tax net investment losses on our equity securities of $1.9 billion in 2022, as well as pre-tax net unrealized gains on our fixed maturity securities of $41.2 million in 2023 compared to pre-tax net unrealized losses on our fixed maturity securities of $1.1 billion in 2022.

The components of net income (loss) to shareholders and comprehensive income (loss) to shareholders are discussed in further detail under "Insurance Results," "Investing Results," "Markel Ventures Results," "Interest Expense, Net Foreign Exchange Gains (Losses) and Income Taxes" and "Comprehensive Income (Loss) to Shareholders and Book Value per Common Share."

Insurance Results

Our Insurance engine includes our underwriting, insurance-linked securities, program services and other fronting operations. We have a suite of capabilities through which we can access capital to support our customers' risks, which includes our own capital through our underwriting operations and third-party capital through our ILS and program services operations. Our underwriting operations, which are primarily comprised of our Insurance and Reinsurance segments, produce revenues primarily by underwriting insurance contracts and earning premiums in the specialty insurance market. Our insurance-linked securities and program services operations produce revenues primarily through fees earned for investment management services and fronting services, respectively. Our insurance operations also include the underwriting results of run-off lines of business that were discontinued prior to, or in conjunction with, insurance acquisitions, and the results of our run-off life and annuity reinsurance business.

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The following table presents the components of our Insurance engine gross premium volume and operating revenues.

 Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)20232022% Change20232022% Change
Gross premium volume:
Underwriting$2,734,576 $2,528,885 %$5,392,834 $5,048,500 %
Program services and other fronting (1)
1,053,609 751,164 40 %1,831,363 1,629,836 12 %
Insurance operations$3,788,185 $3,280,049 15 %$7,224,197 $6,678,336 %
Operating revenues:
Insurance segment$1,763,186 $1,570,001 12 %$3,474,110 $3,047,149 14 %
Reinsurance segment268,288 264,154 %525,522 548,121 (4)%
Insurance-linked securities, program services and other insurance77,407 57,739 34 %119,181 238,140 (50)%
Insurance operations$2,108,881 $1,891,894 11 %$4,118,813 $3,833,410 %
(1)    Substantially all gross premiums from our program services business and other fronting arrangements were ceded to third parties for the quarter and six months ended June 30, 2023 and 2022.

Underwriting Results

Underwriting profits are a key component of our strategy to build shareholder value. 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 and the combined ratio as a basis for evaluating our underwriting performance. 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. The 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. A combined ratio less than 100% indicates an underwriting profit, while a combined ratio greater than 100% reflects an underwriting loss.

In addition to the U.S. GAAP combined ratio, loss ratio and expense ratio, we also evaluate our underwriting performance using measures that exclude the impacts of certain items on these ratios. We believe these adjusted measures, which are non-GAAP measures, provide financial statement users with a better understanding of the significant factors that comprise our underwriting results and how management evaluates underwriting performance.

When analyzing our combined ratio, we exclude current accident year losses and loss adjustment expenses attributed to natural catastrophes and certain significant, infrequent loss events, for example, the military conflict between Russia and Ukraine that began following Russia's invasion of Ukraine in February 2022. Due to the unique characteristics of a catastrophe loss and other significant, infrequent events, there is inherent variability as to the timing or loss amount, which cannot be predicted in advance. We believe measures that exclude the effects of such events are meaningful to understand the underlying trends and variability in our underwriting results that may be obscured by these items.

When analyzing our loss ratio, we evaluate losses and loss adjustment expenses attributable to the current accident year separate from losses and loss adjustment expenses attributable to prior accident years. Prior accident year reserve development, which can either be favorable or unfavorable, represents changes in our estimates of losses and loss adjustment expenses related to loss events that occurred in prior years. We believe a discussion of current accident year loss ratios, which exclude prior accident year reserve development, is helpful since it provides more insight into estimates of current underwriting performance and excludes changes in estimates related to prior year loss reserves. We also analyze our current accident year loss ratio excluding losses and loss adjustment expenses attributable to catastrophes and, in 2022, the Russia-Ukraine conflict. The current accident year loss ratio excluding the impact of catastrophes and other significant, infrequent loss events is also commonly referred to as an attritional loss ratio within the property and casualty insurance industry.

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The following table presents summary data for our consolidated underwriting operations, which are comprised predominantly of our Insurance and Reinsurance segments. Our consolidated underwriting results also include results from discontinued lines of business and the retained portion of our program services operations.

 Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)20232022% Change20232022% Change
Gross premium volume$2,734,255$2,527,754%$5,392,062$5,045,870%
Net written premiums$2,207,693$2,099,795%$4,425,471$4,264,529%
Earned premiums$2,031,143$1,833,10411 %$3,998,847$3,592,87411 %
Underwriting profit$145,380$164,825(12)%$264,365$361,858(27)%
Underwriting Ratios (1)
Point ChangePoint Change
Loss ratio
Current accident year loss ratio61.8 %59.2 %2.6 62.5 %59.9 %2.6 
Prior accident years loss ratio(3.3)%(1.4)%(1.9)(3.5)%(3.4)%(0.1)
Loss ratio58.5 %57.8 %0.7 59.0 %56.5 %2.5 
Expense ratio34.4 %33.2 %1.2 34.3 %33.4 %0.9 
Combined ratio92.8 %91.0 %1.8 93.4 %89.9 %3.5 
Current accident year loss ratio Russia-Ukraine conflict impact (2)
 %— %—  %1.0 %(1.0)
Current accident year loss ratio, excluding Russia-Ukraine conflict impact61.8 %59.2 %2.6 62.5 %59.0 %3.5 
Combined ratio, excluding current year Russia-Ukraine conflict impact92.8 %91.0 %1.8 93.4 %89.0 %4.4 
(1)    Amounts may not reconcile due to rounding.
(2)    The point impact of the Russia-Ukraine conflict is calculated as the associated net losses and loss adjustment expenses divided by total earned premiums.

Premiums

The increase in gross premium volume in our underwriting operations for the quarter and six months ended June 30, 2023 was driven by growth within our Insurance segment. Net retention of gross premium volume in our underwriting operations was 81% the quarter ended June 30, 2023 compared to 83% for the same period of 2022. Net retention of gross premium volume in our underwriting operations was 82% for the six months ended June 30, 2023 compared to 85% for the same period of 2022. The decrease in net retention for the quarter and six months ended June 30, 2023 was driven by lower retention across both of our underwriting segments. Within our underwriting operations, we purchase reinsurance and retrocessional reinsurance to manage our net retention on individual risks and overall exposure to losses and to enable us to write policies with sufficient limits to meet policyholder needs. The increase in earned premiums in our underwriting operations for the quarter and six months ended June 30, 2023 was primarily attributable to higher gross premium volume in recent periods.

After several years of significant rate increases across most of our product lines, we began to see rate increases slow on many of our product lines in the latter half of 2022. We continued to achieve rate increases across most product lines during the first half of 2023; however, the current rate environment varies by product line. In certain product lines, such as property coverages, and marine and energy, we have continued to realize significant rate increases in 2023 due to recent industry loss experience and the rising cost of reinsurance within those product lines. We continue to see low single-digit rate decreases within our workers' compensation product line and are also seeing rate pressure within our professional liability product lines, most notably on our large account directors and officers product. In most of our casualty lines, we continue to realize rate increases. As a result of our focus on rate adequacy, gross premium volume is being impacted in certain product lines where we are concerned around the level of price adequacy and are allowing business to lapse in certain instances to maintain underwriting discipline. When we believe the prevailing market price will not support our underwriting profit targets, the business is not written.

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Combined Ratio

The increase in our consolidated combined ratio for the quarter ended June 30, 2023 compared to the same period of 2022 was primarily driven by a higher current accident year loss ratio and expense ratio in 2023 compared to 2022 across both our underwriting segments, partially offset by the impact of more favorable development on prior accident years loss reserves in 2023 compared to 2022.

Underwriting results for the six months ended June 30, 2022 included $35.0 million of net losses and loss adjustment expenses attributed to the Russia-Ukraine conflict. Excluding these losses, the increase in our consolidated combined ratio for the six months ended June 30, 2023 compared to the same period of 2022 was primarily driven by a higher attritional loss ratio and expense ratio in 2023 compared to 2022 within our Insurance segment.

Insurance Segment

 Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)20232022% Change20232022% Change
Gross premium volume$2,455,403$2,237,15810 %$4,553,341$4,180,464%
Net written premiums$1,946,528$1,828,162%$3,648,669$3,439,182%
Earned premiums$1,763,186$1,570,00112 %$3,474,110$3,047,14914 %
Underwriting profit$134,651$166,414(19)%$231,155$353,908(35)%
Underwriting Ratios (1)
Point ChangePoint Change
Loss ratio
Current accident year loss ratio61.2 %58.6 %2.6 62.1 %59.3 %2.8 
Prior accident years loss ratio(3.5)%(2.8)%(0.7)(3.6)%(4.7)%1.1 
Loss ratio57.7 %55.8 %1.9 58.5 %54.6 %3.9 
Expense ratio34.6 %33.6 %1.0 34.8 %33.8 %1.0 
Combined ratio92.4 %89.4 %3.0 93.3 %88.4 %4.9 
Current accident year loss ratio Russia-Ukraine conflict impact (2)
 %— %—  %0.7 %(0.7)
Current accident year loss ratio, excluding Russia-Ukraine conflict impact61.2 %58.6 %2.6 62.1 %58.6 %3.5 
Combined ratio, excluding current year Russia-Ukraine conflict impact92.4 %89.4 %3.0 93.3 %87.7 %5.6 
(1)    Amounts may not reconcile due to rounding.
(2)    The point impact of the Russia-Ukraine conflict is calculated as the associated net losses and loss adjustment expenses divided by total earned premiums.

Premiums

The increase in gross premium volume in our Insurance segment for the quarter and six months ended June 30, 2023 was driven by more favorable rates and new business growth within our personal lines, marine and energy, property and general liability product lines, partially offset by lower premium volume within our professional liability product lines, where we are adjusting our writings in response to changes in market conditions and downward pressure on rates. We continue to focus on rate adequacy, particularly within certain classes within our casualty and professional liability product lines, and will not write business that does not meet our underwriting profit targets. Net retention of gross premium volume was 79% the quarter ended June 30, 2023 compared to 82% for the same period of 2022. Net retention of gross premium volume was 80% for the six months ended June 30, 2023 compared to 82% for the same period of 2022. The decrease in net retention was primarily due to higher cession rates on our personal lines and professional liability product lines in 2023 compared to 2022. The increase in earned premiums for the quarter and six months ended June 30, 2023 was primarily due to higher gross premium volume across most product lines in recent periods.

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Combined Ratio: Quarter-to-Date

The increase in the Insurance segment's current accident year loss ratio for the quarter ended June 30, 2023 compared to the same period of 2022 was primarily attributable to higher attritional loss ratios within our professional liability and general liability product lines in 2023 compared to 2022. We have been increasing our attritional loss ratios on these lines since the latter half of 2022 due to the impacts of recent claims trend, including impacts from economic and social inflation.

The Insurance segment's combined ratio for the quarter ended June 30, 2023 included $61.6 million of favorable development on prior accident years loss reserves compared to $43.7 million for the same period of 2022. The increase in favorable development was primarily due to favorable development on our professional liability product lines in the second quarter of 2023, primarily attributable to our international business, compared to modest adverse development in 2022. This favorable change was partially offset by more adverse development on our general liability product lines in 2023 compared to 2022. Adverse development on our general liability product lines for the quarter ended June 30, 2023 was primarily attributable to an increased frequency of large claims over the past several quarters on our excess and umbrella product and was most significant on the 2017 to 2019 accident years.

For the quarter ended June 30, 2023, favorable development was most significant on our professional liability and property product lines in the more recent accident years. Despite favorable development on our professional liability product lines in the period, we continue to approach reductions of prior year loss reserves on our longer tail professional liability and general liability product lines with caution given the prevailing economic environment and recent claims trend, particularly on U.S.-based risks. The favorable development on prior years loss reserves in 2022 was most significant on our property, marine and energy, workers' compensation and programs product lines.

The increase in the Insurance segment's expense ratio for the quarter ended June 30, 2023 compared to the same period of 2022 was primarily due to a higher policy acquisition cost ratio, due to changes in mix of business, as well as higher general and administrative expenses, which were largely offset by the favorable impact of higher earned premiums.

Combined Ratio: Year-to-Date

The Insurance segment's current accident year losses and loss adjustment expenses for the six months ended June 30, 2022 included $20.0 million of net losses and loss adjustment expenses attributed to the Russia-Ukraine conflict. Excluding these losses, the increase in the current accident year loss ratio for the six months ended June 30, 2023 compared to the same period of 2022 was primarily attributable to higher attritional loss ratios within our professional liability and general liability product lines in 2023 compared to 2022, as previously discussed. We also increased our attritional loss ratios within our professional liability product lines in the first quarter of 2023 related to exposures arising from bank failures.

The Insurance segment's combined ratio for the six months ended June 30, 2023 included $124.2 million of favorable development on prior accident years loss reserves compared to $142.3 million for the same period of 2022. The decrease in favorable development was primarily due to adverse development on our general liability product lines in 2023 compared to favorable development in 2022, partially offset by more favorable development on our professional liability product lines in 2023 compared to 2022, primarily attributable to our international business. Adverse development on our general liability product lines for the six months ended June 30, 2023 was impacted by the same factors as quarter-to-date development.

For the six months ended June 30, 2023, favorable development was most significant on our professional liability, property, marine and energy and workers' compensation product lines in more recent accident years. The favorable development on prior years loss reserves in 2022 was most significant on our property, marine and energy, workers' compensation and programs product lines.

The increase in the Insurance segment's expense ratio for the six months ended June 30, 2023 compared to the same period of 2022 was primarily due to a higher policy acquisition cost ratio, due to changes in mix of business, as well as higher general and administrative expenses, which were largely offset by the favorable impact of higher earned premiums.

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Reinsurance Segment

 Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)20232022% Change20232022% Change
Gross premium volume$281,100 $289,056 (3)%$833,161 $865,372 (4)%
Net written premiums$261,496 $273,838 (5)%$777,587 $829,058 (6)%
Earned premiums$268,288 $264,154 %$525,522 $548,121 (4)%
Underwriting profit$15,184 $3,839 296 %$39,418 $17,122 130 %
Underwriting Ratios (1)
Point ChangePoint Change
Loss ratio
Current accident year loss ratio65.7 %62.8 %2.9 65.3 %63.6 %1.7 
Prior accident years loss ratio(3.0)%5.1 %(8.1)(3.2)%2.9 %(6.1)
Loss ratio62.7 %68.0 %(5.3)62.1 %66.4 %(4.3)
Expense ratio31.6 %30.6 %1.0 30.4 %30.5 %(0.1)
Combined ratio94.3 %98.5 %(4.2)92.5 %96.9 %(4.4)
Current accident year loss ratio Russia-Ukraine conflict impact (2)
 %— %—  %2.7 %(2.7)
Current accident year loss ratio, excluding Russia-Ukraine conflict impact65.7 %62.8 %2.9 65.3 %60.8 %4.5 
Combined ratio, excluding current year Russia-Ukraine conflict impact94.3 %98.5 %(4.2)92.5 %94.1 %(1.6)
(1)    Amounts may not reconcile due to rounding.
(2)    The point impact of the Russia-Ukraine conflict is calculated as the associated net losses and loss adjustment expenses divided by total earned premiums.

Premiums

The decrease in gross premium volume in our Reinsurance segment for the quarter and six months ended June 30, 2023 was primarily attributable to lower gross premiums with our professional liability product lines, partially offset by higher gross premiums within our marine and energy product lines. Lower gross premiums within our professional liability product lines were primarily attributable to unfavorable premium adjustments in 2023 compared to significant favorable premium adjustments in 2022 on our transaction liability product and decreases on renewals, due to decreased exposures and participation. Higher gross premiums within our marine and energy product lines were primarily attributable to increases on renewals, due to increased exposures and more favorable rates, as well as new business. Significant variability in gross premium volume can be expected in our Reinsurance segment due to individually significant contracts and multi-year contracts.

Net retention of gross premium volume for the quarter ended June 30, 2023 was 93% compared to 95% for the same period of 2022. Net retention of gross premium volume for the six months ended June 30, 2023 was 93% compared to 96% for the same period of 2022. The decrease in net retention for both periods was driven by changes in mix of business, as we are writing more marine and energy business, which carries a higher cession rate than the rest of the segment, and less of our fully retained professional liability business.

The increase in earned premiums for the quarter ended June 30, 2023 was primarily attributable to earnings on multi-year deals within our professional liability product lines, which have experienced growth in recent periods. The decrease in earned premiums for the six months ended June 30, 2023 was primarily due to less favorable premium adjustments in 2023 compared to 2022, primarily attributable to our professional liability product lines, and the non-renewal of a large treaty within our workers' compensation product line.

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Combined Ratio: Quarter-to-Date

The increase in the Reinsurance segment's current accident year loss ratio for the quarter ended June 30, 2023 compared to the same period of 2022 was primarily due to less favorable premium adjustments in 2023 compared to 2022, primarily on our professional liability product lines. The decrease in favorable prior period adjustments had an offsetting benefit in the segment prior accident years loss ratio.

The Reinsurance segment's combined ratio for the quarter ended June 30, 2023 included $8.0 million of favorable development on prior accident years loss reserves, which was primarily attributable to modest favorable development across several product lines and accident years. This favorable development was partially offset by adverse development and additional exposures recognized on prior accident years related to net favorable premium adjustments on our general liability product lines. For the quarter ended June 30, 2022, the combined ratio included a $13.6 million increase in prior accident years loss reserves, which was attributable to additional exposures recognized on prior accident years related to net favorable premium adjustments on our general liability product lines and modest adverse development on certain of our other product lines.

The increase in the Reinsurance segment's expense ratio for the quarter ended June 30, 2023 compared to the same period of 2022 was primarily due to a slightly higher policy acquisition cost ratio and a slight increase in general and administrative expenses.

Combined Ratio: Year-to-Date

The Reinsurance segment's current accident year losses and loss adjustment expenses for the six months ended June 30, 2022 included $15.0 million of net losses and loss adjustment expenses attributed to the Russia-Ukraine conflict. Excluding these losses, the increase in the current accident year loss ratio for the six months ended June 30, 2023 compared to the same period of 2022 was primarily due to less favorable premium adjustments in 2023 compared to 2022, primarily on our professional liability and credit and surety product lines. The decrease in favorable prior period adjustments had an offsetting benefit in the segment prior accident years loss ratio.

The Reinsurance segment's combined ratio for the six months ended June 30, 2023 included $16.7 million of favorable development on prior accident years loss reserves, which was primarily attributable to favorable development on our professional liability and property product lines across several accident years. This favorable development was partially offset by adverse development and additional exposures recognized on prior accident years related to net favorable premium adjustments on our general liability product lines. For the six months ended June 30, 2022, the combined ratio included a $15.7 million increase in prior accident years loss reserves, which was primarily attributable to additional exposures recognized on prior accident years related to net favorable premium adjustments on our general liability, professional liability and credit and surety product lines. This increase in prior years loss reserves for the six months ended June 30, 2022 was partially offset by favorable development on our credit and surety and property product lines.

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Insurance-linked Securities, Program Services and Other Insurance

The following table presents the components of operating revenues and operating expenses attributable to our insurance-linked securities, program services and other insurance operations, including our run-off block of life and annuity reinsurance contracts, none of which are included in a reportable segment. Underwriting results attributable to these operations include results from discontinued lines of business, which are reported separate from our Insurance and Reinsurance segments, and the retained portion of our program services operations. Investment income earned on the investments that support life and annuity policy benefit reserves are included in our Investing segment.

Quarter Ended June 30,
20232022
(dollars in thousands)Operating revenuesOperating expensesNetOperating revenuesOperating expensesNet
Services and other:
Program services and other fronting$37,680 $7,084 $30,596 $29,762 $6,731 $23,031 
Program services - disposition gain16,923 — 16,923 — — — 
Insurance-linked securities20,803 19,041 1,762 23,201 34,849 (11,648)
Life and annuity23 3,740 (3,717)281 2,827 (2,546)
Markel CATCo Re (8,673)8,673 — (28,199)28,199 
Other2,309 4,565 (2,256)5,546 5,216 330 
77,738 25,757 51,981 58,790 21,424 37,366 
Underwriting(331)4,124 (4,455)(1,051)4,377 (5,428)
77,407 29,881 47,526 57,739 25,801 31,938 
Amortization of intangible assets15,294 (15,294)15,302 (15,302)
$77,407 $45,175 $32,232 $57,739 $41,103 $16,636 

Six Months Ended June 30,
20232022
(dollars in thousands)Operating revenuesOperating expensesNetOperating revenuesOperating expensesNet
Services and other:
Program services and other fronting$66,870 $14,371 $52,499 $63,833 $14,114 $49,719 
Program services - disposition gain16,923  16,923 — — — 
Insurance-linked securities30,581 33,442 (2,861)60,210 72,595 (12,385)
Insurance-linked securities - disposition gain   107,293 — 107,293 
Life and annuity48 6,946 (6,898)606 6,223 (5,617)
Markel CATCo buy-out   — 101,904 (101,904)
Markel CATCo Re (53,465)53,465 — (28,199)28,199 
Other5,544 8,336 (2,792)8,594 12,775 (4,181)
119,966 9,630 110,336 240,536 179,412 61,124 
Underwriting(785)5,423 (6,208)(2,396)6,776 (9,172)
119,181 15,053 104,128 238,140 186,188 51,952 
Amortization of intangible assets30,575 (30,575)30,667 (30,667)
$119,181 $45,628 $73,553 $238,140 $216,855 $21,285 

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Program Services and Other Fronting

For both the quarter and the six months ended June 30, 2023, the increase in operating revenues in our program services and other fronting operations was primarily due to higher gross premium volume within our program services operations driven by the expansion of existing programs and growth from new programs. Gross written premiums in our program services operations were $883.4 million and $1.5 billion for the quarter and six months ended June 30, 2023, respectively, compared to $709.8 million and $1.4 billion for the quarter and six months ended June 30, 2022, respectively.

In June 2023, we sold Independent Specialty Insurance Company (ISIC), a subsidiary within our program services operations, to Velocity Holdco, LLC (Velocity). ISIC is a licensed insurance carrier, the value of which is attributed to its insurance licenses. Through its managing general agent operations, Velocity has an existing program with our program services operations, through which it places business on behalf of our Nephila ILS operations. Following the sale, Velocity intends to use ISIC to start writing a portion of the business it places directly. The sale resulted in a gain of $16.9 million during the second quarter of 2023.

Gross written premiums from our other fronting operations, which consist of business written by our underwriting platform on behalf of our ILS operations, were $170.2 million and $328.6 million for the quarter and six months ended June 30, 2023, respectively, compared to $41.4 million and $214.5 million for the quarter and six months ended June 30, 2022, respectively.

Insurance-Linked Securities

For both the quarter and six months ended June 30, 2023, the decrease in operating revenues and operating expenses in our Nephila ILS operations was primarily due to the disposition of our Volante managing general agent operations in October 2022. For the six months ended June 30, 2023, the decrease in operating revenues was also partially attributable to lower revenues in our fund management operations and the disposition of our Velocity managing general agent operations in February 2022. The sale of the majority of our controlling interest in our Velocity managing general agent operations resulted in a gain of $107.3 million during the first quarter of 2022. Our Nephila ILS operations in 2023 are solely comprised of our fund management operations. As of June 30, 2023, Nephila's net assets under management were $7.2 billion.

Markel CATCo

In March 2022, we completed a buy-out transaction with Markel CATCo Re and the Markel CATCo Funds that provided for an accelerated return of all remaining capital to investors in the Markel CATCo Funds and resulted in the consolidation of Markel CATCo Re upon completion of the transaction. In order to complete the transaction, we made $101.9 million in payments, net of insurance proceeds, to or for the benefit of investors that were recognized as an expense during the first quarter of 2022. For the quarter and six months ended June 30, 2023 and 2022, results attributable to Markel CATCo Re were primarily related to favorable loss reserve development on the run-off of reinsurance contracts, all of which were attributable to noncontrolling interest holders in Markel CATCo Re. See note 11 of the notes to consolidated financial statements for further details regarding our Markel CATCo operations, the buy-out transaction and the consolidation of Markel CATCo Re.

Investing Results

Our business strategy recognizes the importance of both consistent underwriting and operating profits and superior investment returns to build shareholder value. We rely on sound underwriting practices to produce investable funds. We measure our investment performance by analyzing net investment income earned on our investment portfolio, as well as through net investment gains, which include unrealized gains on our equity portfolio, and the change in net unrealized gains on available-for-sale investments. Our investment performance measures also include investment yield and taxable equivalent total investment return. Other income or losses within our investing operations primarily relate to equity method investments in our investing segment, which are managed separately from the rest of our investment portfolio.

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The following table summarizes our consolidated investment performance, which consists predominantly of our Investing segment.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)20232022Change20232022Change
Net investment income$169,693$96,79575 %$329,028$189,09974 %
Net investment gains (losses)$484,527$(1,554,643)$2,039,170 $857,090$(1,913,042)$2,770,132 
Change in net unrealized gains (losses) on available-for-sale investments$(170,570)$(458,328)$287,758 $37,799$(1,118,276)$1,156,075 
Other$(6,378)$(3,137)$(3,241)$(8,758)$(22,707)$13,949 
Investment Ratios
Investment yield (1)
0.8 %0.5 %0.3 1.5 %1.0 %0.5 
Taxable equivalent total investment return
5.1 %(10.7)%15.8 
(1)    Investment yield reflects net investment income as a percentage of monthly average invested assets at amortized cost.

The increase in net investment income for the quarter and six months ended June 30, 2023 compared to the same periods of 2022 was primarily attributable to higher interest income on short-term investments and cash equivalents due to higher short-term interest rates in 2023 compared to 2022. Additionally, interest income on our fixed maturity securities increased, primarily attributable to a higher yield and higher average holdings of fixed maturity securities during the quarter and six months ended June 30, 2023 compared to the same periods of 2022. See note 3(d) of the notes to consolidated financial statements for details regarding the components of net investment income.

Net investment gains for the both the quarter and six months ended June 30, 2023 were primarily attributable to an increase in the fair value of our equity portfolio driven by favorable market value movements. Net investment losses for both the quarter and the six months ended June 30, 2022 were primarily attributable to a decrease in the fair value of our equity portfolio driven by unfavorable market value movements. See note 3(e) of the notes to consolidated financial statements for further details on the components of net investment gains (losses).

The change in net unrealized losses on available-for-sale investments for the quarter ended June 30, 2023 was primarily attributable to a decrease in the fair value of our fixed maturity investment portfolio as a result of increases in interest rates during the period. For the six months ended June 30, 2023, the impact of increases in interest rates on our fixed maturity investment portfolio during the second quarter of 2023 largely offset the impact of decreases in interest rates during the first quarter of 2023. The change in net unrealized losses on available-for-sale investments for the six months ended June 30, 2023 was primarily attributable to net foreign exchange gains on our fixed maturity investment portfolio. The change in net unrealized gains (losses) on available-for-sale investments for both the quarter and six months ended June 30, 2022 was primarily attributable to a decrease in the fair value of our fixed maturity investment portfolio as a result of increases in interest rates during the first half of 2022. As of June 30, 2023, our fixed maturity portfolio had an average rating of "AAA," with 99% rated "A" or better by at least one nationally recognized rating organization.

Taxable equivalent total investment return is a non-GAAP financial measure. Taxable equivalent total investment return includes items that impact net income, such as coupon interest on fixed maturity securities, changes in fair value of equity securities, dividends on equity securities and realized investment gains or losses on available-for-sale securities, as well as changes in unrealized gains or losses on available-for-sale securities, 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 U.S. 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 investment gains or losses may vary from one period to the next.

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

Six Months Ended June 30,
20232022
Investment yield (1)
1.5 %1.0 %
Adjustment of investment yield from amortized cost to fair value(0.3)%(0.3)%
Net amortization of net premium on fixed maturity securities0.1 %0.2 %
Net investment gains (losses) and change in net unrealized investment gains (losses) on available-for-sale securities3.4 %(12.2)%
Taxable equivalent effect for interest and dividends (2)
 %— %
Other (3)
0.4 %0.6 %
Taxable equivalent total investment return5.1 %(10.7)%
(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 time-weighting the inputs to the calculation of taxable equivalent total investment return.

Markel Ventures Results

Our Markel Ventures segment includes a diverse portfolio of businesses from different industries that offer various types of products and services to businesses and consumers, predominantly in the United States. Our strategy in acquiring these businesses is to invest in profitable companies, with honest and talented management, that exhibit reinvestment opportunities and capital discipline, at reasonable prices. We measure Markel Ventures' results by its operating income and net income, as well as earnings before interest, income taxes, depreciation and amortization (EBITDA). We consolidate the results of our Markel Ventures subsidiaries on a one-month lag, with the exception of significant transactions or events that occur during the intervening period.

The following table summarizes the operating revenues, operating income, EBITDA and net income to shareholders from our Markel Ventures segment.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)20232022% Change20232022% Change
Operating revenues$1,386,579 $1,361,398 %$2,491,259 $2,311,790 %
Operating income$150,191 $107,046 40 %$222,818 $156,783 42 %
EBITDA$197,469 $154,154 28 %$317,010 $249,859 27 %
Net income to shareholders$93,804 $68,205 38 %$133,227 $93,985 42 %

The increases in operating revenues for the quarter and six months ended June 30, 2023 compared to the same periods of 2022 were driven by higher revenues at our construction services businesses and one of our equipment manufacturing businesses, primarily due to increased demand and higher prices. For the quarter ended June 30, 2023, operating revenues at one of our construction services businesses decreased compared to the same period of 2022, primarily due to lower demand. For the six months ended June 30, 2023, the increase in operating revenues also reflected a full six-month contribution from Metromont in 2023, compared to a partial contribution in 2022 following its acquisition. For both the quarter and six months ended June 30, 2023, these increases were partially offset by the impact of decreased demand at our other consumer and building products businesses and our consulting services businesses.

The increases in operating income, EBITDA and net income to shareholders for the quarter and six months ended June 30, 2023 compared to the same periods of 2022 were driven by our products businesses, particularly our consumer and building products businesses, which had higher margins in 2023 compared to 2022. In 2022, the operating margins at many of these businesses were impacted by increased costs of materials, freight and labor, which reflected the impact of broader economic conditions. As conditions stabilized in 2023, particularly in regards to materials and freight costs, our operating margins improved. The increases in operating income, EBITDA and net income to shareholders for the quarter and six months ended June 30, 2023 at many of our businesses were partially offset by the impact of lower operating margins at one of our construction services businesses and lower revenues at our consulting services businesses.

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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 operating revenues, operating income and net income to shareholders, to monitor and evaluate the performance of our Markel Ventures segment. 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 or amortization resulting from purchase accounting. The following table reconciles Markel Ventures operating income to Markel Ventures EBITDA.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Markel Ventures operating income$150,191 $107,046 $222,818 $156,783 
Depreciation expense27,419 26,531 54,782 51,566 
Amortization of intangible assets19,859 20,577 39,410 41,510 
Markel Ventures EBITDA$197,469 $154,154 $317,010 $249,859 

Interest Expense, Net Foreign Exchange Gains (Losses) and Income Taxes

Interest Expense

Interest expense was $47.2 million and $96.7 million for the quarter and six months ended June 30, 2023, respectively, compared to $50.1 million and $99.7 million for the same periods of 2022. The decrease in interest expense for the quarter and six months ended June 30, 2023 was attributable to the impact of the retirement of our 4.9% unsecured senior notes in July 2022 and our 3.625% unsecured senior notes in March 2023. See note 10 of the notes to consolidated financial statements for further details regarding the retirement of our senior long-term debt.

Net Foreign Exchange Gains (Losses)

Net foreign exchange losses included in net income were $15.0 million and $47.9 million for the quarter and six months ended June 30, 2023, respectively, compared to net foreign exchange gains of $105.1 million and $128.1 million for the same periods of 2022. Net foreign exchange gains (losses) are primarily due to the remeasurement of our foreign currency denominated insurance reserves to the U.S. Dollar. During the first half of 2023, the U.S. Dollar weakened against the Euro and British Pound, the predominant foreign currencies within our insurance operations, while it strengthened during the first half of 2022. Pre-tax net foreign exchange gains and losses attributed to changes in exchange rates on available-for-sale securities supporting our insurance reserves, which are included in the changes in net unrealized gains (losses) on available-for-sale investments in other comprehensive income (losses), were gains of $1.2 million and $35.2 million for the quarter and six months ended June 30, 2023, respectively, compared to losses of $92.3 million and $108.3 million for the same periods of 2022.

Income Taxes

The effective tax rate was 21% and 22% for the six months ended June 30, 2023 and 2022, respectively.

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Comprehensive Income (Loss) to Shareholders and Book Value per Common Share

The following table summarizes the components of comprehensive income (loss) to shareholders.

Quarter Ended June 30, Six Months Ended June 30,
(dollars in thousands)2023202220232022
Net income (loss) to shareholders$695,511 $(915,796)$1,184,163 $(967,537)
Other comprehensive income (loss):
Change in net unrealized gains (losses) on available-for-sale investments, net of taxes(134,586)(361,131)29,614 (881,894)
Change in discount rate for life and annuity benefits, net of taxes3,224 63,198 (5,828)123,891 
Other, net of taxes379 (3,902)2,976 (4,018)
Other comprehensive (income) loss attributable to noncontrolling interest21 (57)(11)(44)
Other comprehensive income (loss) to shareholders(130,962)(301,892)26,751 (762,065)
Comprehensive income (loss) to shareholders$564,549 $(1,217,688)$1,210,914 $(1,729,602)

Book value per common share was $1,023.23 as of June 30, 2023 compared to $935.65 at December 31, 2022.

Financial Condition

Liquidity and Capital Resources

We seek to maintain prudent levels of liquidity and financial leverage for the protection of our policyholders, creditors and shareholders. Our consolidated debt to capital ratio was 21% at June 30, 2023 and 24% at December 31, 2022. The decrease reflects a decrease in senior long-term debt, primarily attributable to the retirement of our 3.625% unsecured senior notes due March 30, 2023, as well as an increase in shareholders' equity.

Investments, cash and cash equivalents and restricted cash and cash equivalents (invested assets) were $28.7 billion and $27.4 billion at June 30, 2023 and December 31, 2022, respectively. The following table presents the composition of our invested assets.

 June 30,
2023
December 31,
2022
Fixed maturity securities45 %43 %
Equity securities30 %28 %
Short-term investments, cash and cash equivalents and restricted cash and cash equivalents25 %29 %
Total100 %100 %

Our holding company had $3.2 billion and $3.7 billion of invested assets at June 30, 2023 and December 31, 2022, respectively. The decrease was due in part to the retirement of our 3.625% unsecured senior notes due March 30, 2023. The following table presents the composition of our holding company's invested assets.

 June 30,
2023
December 31,
2022
Fixed maturity securities4 %%
Equity securities50 %40 %
Short-term investments, cash and cash equivalents and restricted cash and cash equivalents46 %56 %
Total100 %100 %

We have a share repurchase program, authorized by our Board of Directors, that provides for the repurchase of up to $750 million of common stock. As of June 30, 2023, $323.8 million remained available for repurchases under the program. This share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.
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We may from time to time seek to prepay, retire or repurchase our outstanding senior notes or preferred shares, through open market purchases, privately negotiated transactions or otherwise. Those prepayments, retirements or repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

In June 2023, we entered into an amended and restated credit agreement for our corporate revolving credit facility, which provides up to $300 million of capacity for future acquisitions, investments and stock repurchases, and for other working capital and general corporate purposes. At our discretion, up to $200 million of the total capacity may be used for letters of credit. We may increase the capacity of the facility by up to $200 million subject to obtaining commitments for the increase and certain other terms and conditions. This facility expires in June 2028. The credit agreement for this revolving credit facility amended and restated the credit agreement for our previous $300 million revolving credit facility. At June 30, 2023 and December 31, 2022, there were no borrowings outstanding under either revolving credit facility. As of June 30, 2023, we were in compliance with all covenants contained in our corporate revolving credit facility. To the extent that we are not in compliance with our covenants, access to the revolving credit facility could be restricted. While we believe this to be unlikely, the inability to access the revolving credit facility could adversely affect our liquidity.

We have access to various capital sources, including dividends from certain of our subsidiaries, holding company invested assets, undrawn capacity under our revolving credit facility and access to the debt and equity capital markets. We believe we have adequate liquidity to meet our capital and operating needs, including that which may be required to support the operating needs of our subsidiaries. However, the availability of these sources of capital and the availability and terms of future financings will depend on a variety of factors.

Various of our Markel Ventures subsidiaries maintain revolving credit facilities or lines of credit, which provide up to $715 million of aggregate capacity for working capital and other general operational purposes. A portion of the capacity on certain of these credit facilities may be used as security for letters of credit and other obligations. At June 30, 2023 and December 31, 2022, we had $209.0 million and $238.1 million, respectively, of borrowings outstanding under these credit facilities. As of June 30, 2023, all of our subsidiaries were in compliance with all covenants contained in their respective credit facilities. To the extent our subsidiaries are not in compliance with their respective covenants, access to their credit facilities could be restricted, which could adversely affect their operations.

Cash Flows

Net cash provided by operating activities was $1.0 billion for the six months ended June 30, 2023 compared to $921.0 million for the same period of 2022. The increase in net cash flows from operating activities for the six months ended June 30, 2023 was primarily due to an increase in operating cash flows from Markel Ventures, partially offset by a $125.1 million payment made to complete a retroactive reinsurance transaction to cede our portfolio of policies comprised of liabilities related to our run-off book of U.K. motor casualty business.

Net cash used by investing activities was $373.6 million for the six months ended June 30, 2023 compared to $403.4 million for the same period of 2022. During the six months ended June 30, 2023, net cash used by investing activities included net purchases of fixed maturity securities and equity securities of $778.2 million and $154.6 million, respectively, and a net decrease in short-term investments of $675.3 million. During the six months ended June 30, 2022, net cash used by investing activities included net purchases of fixed maturity securities, short-term investments and equity securities of $519.9 million, $256.7 million and $63.5 million, respectively. Net cash used by investing activities for the six months ended June 30, 2022 was net of $630.0 million of net cash and restricted cash acquired as part of our consolidation of Markel CATCo Re, of which $169.4 million was subsequently distributed to Markel CATCo investors for shares that were redeemed in conjunction with the buy-out transaction. Cash flows 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 $629.9 million for the six months ended June 30, 2023 compared to $386.7 million for the same period of 2022. During the six months ended June 30, 2023, net cash used by financing activities included $250.0 million to retire our 3.625% unsecured senior notes due March 30, 2023. In June 2022, we made a cash payment of $350.0 million to a third-party trust account to pre-fund the retirement our 4.90% unsecured senior notes, which were retired on July 1, 2022. During the six months ended June 30, 2022, we had net increases in borrowings, primarily on revolving lines of credit at two of our Markel Ventures businesses. Cash of $187.2 million and $126.3 million was used to repurchase shares of our common stock during the first six months of 2023 and 2022, respectively.

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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. These estimates, by necessity, are based on assumptions about numerous factors.

Our critical accounting estimates consist of estimates and assumptions used in determining the reserves for unpaid losses and loss adjustment expenses as well as estimates and assumptions used in the valuation of goodwill and intangible assets. We review the adequacy of reserves for unpaid losses and loss adjustment expenses quarterly. Estimates and assumptions for goodwill and intangible assets are reviewed in conjunction with acquisitions and impairment assessments. Goodwill and indefinite-lived intangible assets are reassessed for impairment at least annually. All intangible assets, including goodwill, are also reviewed for impairment when events or circumstances indicate that their carrying value may not be recoverable. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements.

Readers are urged to review our 2022 Annual Report on Form 10-K for a more complete description of our critical accounting estimates.

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 "Business," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk" in our 2022 Annual Report on Form 10-K, or are included in the items listed below:
the effect of cyclical trends or changes in market conditions on our underwriting, investing, Markel Ventures and other operations, including demand and pricing in the insurance, reinsurance and other markets in which we operate;
actions by competitors, including the use of technology and innovation to simplify the customer experience, increase efficiencies, redesign products, alter models and effect other potentially disruptive changes in the insurance industry, and the effect of competition on market trends and pricing;
our efforts to develop new products, expand in targeted markets or improve business processes and workflows may not be successful and may increase or create new risks (e.g., insufficient demand, change to risk exposures, distribution channel conflicts, execution risk, increased expenditures);
the frequency and severity of man-made and natural catastrophes (including earthquakes, wildfires and weather-related catastrophes) may exceed expectations, are unpredictable and, in the case of wildfires and weather-related catastrophes, may be exacerbated if, as many forecast, changing conditions in the climate, oceans and atmosphere result in increased hurricane, flood, drought or other adverse weather-related activity;
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;
emerging claim and coverage issues, changing industry practices and evolving legal, judicial, social and other claims and coverage trends or conditions, can increase the scope of coverage, the frequency and severity of claims and the period over which claims may be reported; these factors, as well as uncertainties 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;
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inaccuracies (whether due to data error, human error or otherwise) in the various modeling techniques and data analytics (e.g., scenarios, predictive and stochastic modeling, and forecasting) we use to analyze and estimate exposures, loss trends and other risks associated with our insurance and insurance-linked securities businesses could cause us to misprice our products or fail to appropriately estimate the risks to which we are exposed;
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 changes 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;
initial estimates for catastrophe losses and other significant, infrequent events (such as the COVID-19 pandemic and the Russia-Ukraine conflict), are often based on limited information, are dependent on broad assumptions about the nature and extent of losses, coverage, liability and reinsurance, and those losses may ultimately differ materially from our expectations;
changes in the availability, costs, quality and providers of reinsurance coverage, which may impact our ability to write or continue to write certain lines of business or to mitigate the volatility of losses on our results of operations and financial condition;
the ability or willingness of reinsurers to pay balances due may be adversely affected by industry and economic conditions, deterioration in reinsurer credit quality and coverage disputes, and collateral we hold, if any, may not be sufficient to cover a reinsurer's obligation to us;
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;
general economic and market conditions and industry specific conditions, including extended economic recessions or expansions; prolonged periods of slow economic growth; inflation or deflation; fluctuations in foreign currency exchange rates, commodity and energy prices and interest rates; volatility in the credit and capital markets; and other factors;
economic conditions, actual or potential defaults in corporate bonds, municipal bonds, mortgage-backed securities or 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 maturity securities and equity securities, as well as the carrying value of our other assets and liabilities, and this impact may be heightened by market volatility and our ability to mitigate our sensitivity to these changing conditions;
economic conditions may adversely affect our access to capital and credit markets;
the effects of government intervention, including material changes in the monetary policies of central banks, to address financial downturns, inflation and other economic and currency concerns;
the impacts that political and civil unrest and regional conflicts, such as the conflict between Russia and Ukraine, may have on our businesses and the markets they serve or that any disruptions in regional or worldwide economic conditions generally arising from these situations may have on our businesses, industries or investments;
the significant volatility, uncertainty and disruption caused by health epidemics and pandemics, including the COVID-19 pandemic and its variants, as well as governmental, legislative, judicial or regulatory actions or developments in response thereto;
changes in U.S. tax laws, regulations or interpretations, or in the tax laws, regulations or interpretations of other jurisdictions in which we operate, and adjustments we may make in our operations or tax strategies in response to those changes;
a failure or security breach of, or cyberattack on, enterprise information technology systems that we use or a failure to comply with data protection or privacy regulations;
third-party providers may perform poorly, breach their obligations to us or expose us to enhanced risks;
our acquisitions may increase our operational and internal 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 failure or inadequacy of any methods we employ to manage our loss exposures;
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the loss of services of any senior executive or other key personnel of our businesses could adversely impact one or more of our operations;
the manner in which we manage our global operations through a network of business entities could result in inconsistent management, governance and oversight practices and make it difficult for us to implement strategic decisions and coordinate procedures;
our substantial international operations and investments expose us to increased political, civil, operational and economic risks, including foreign currency exchange rate and credit risk;
our ability to obtain additional capital for our operations on terms favorable to us;
our compliance, or failure to comply, with covenants and other requirements under our credit facilities, senior debt and other indebtedness and our preferred shares;
our ability to maintain or raise third-party capital for existing or new investment vehicles and risks related to our management of third-party capital;
the effectiveness of our procedures for compliance with existing and future guidelines, policies and legal and regulatory standards, rules, laws and regulations;
the impact of economic and trade sanctions and embargo programs on our businesses, including instances in which the requirements and limitations applicable to the global operations of U.S. companies and their affiliates are more restrictive than, or conflict with, those applicable to non-U.S. companies and their affiliates;
regulatory changes, or challenges by regulators, regarding the use of certain issuing carrier or fronting arrangements;
our dependence on a limited number of brokers for a large portion of our revenues and third-party capital;
adverse changes in our assigned financial strength, debt or preferred share ratings or outlook could adversely impact us, including our ability to attract and retain business, the amount of capital our insurance subsidiaries must hold and the availability and cost of capital;
changes in the amount of statutory capital our insurance subsidiaries are required to hold, which can vary significantly and is based on many factors, some of which are outside our control;
losses from litigation and regulatory investigations and actions;
investor litigation or disputes, as well as regulatory inquiries, investigations or proceedings related to our Markel CATCo operations; delays or disruptions in the run-off of those operations; or the failure to realize the benefits of the transaction that permitted the accelerated return of capital to our Markel CATCo investors; and
a number of additional factors may adversely affect our Markel Ventures operations, and the markets they serve, and negatively impact their revenues and profitability, including, among others: adverse weather conditions, plant disease and other contaminants; changes in government support for education, healthcare and infrastructure projects; changes in capital spending levels; changes in the housing, commercial and industrial construction markets; liability for environmental matters; supply chain and shipping issues, including increases in freight costs; volatility in the market prices for their products; and volatility in commodity, wholesale and raw materials prices and interest and foreign currency exchange rates.

Results from our underwriting, investing, Markel Ventures and other 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 are based on our current knowledge and speak only as at their dates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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 are equity price risk associated with investments in equity securities, interest rate risk associated with investments in fixed maturity securities and foreign currency exchange rate risk associated with our international operations. During the six months ended June 30, 2023, there were no material changes in our market risk exposures from those described in our 2022 Annual Report on Form 10-K.

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Credit Risk

Credit risk, which is not considered a market risk, is the risk that an entity becomes unable or unwilling to fulfill their obligations to us. Our primary credit risks are the credit risk within our fixed maturity portfolio and the credit risk related to our reinsurance recoverables within our underwriting, program services and other fronting operations. During the six months ended June 30, 2023, there were no material changes in our credit risk exposures from those described in our 2022 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls), as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act). This evaluation was conducted under the supervision and with the participation of our management, including the Principal Executive Officer (PEO) and the Principal Financial Officer (PFO).

Based upon this evaluation, the PEO and PFO 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 Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the second quarter of 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Thomas Yeransian v. Markel Corporation

We previously reported that Thomas Yeransian, in his capacity as the representative of holders of certain contingent value rights, has filed three suits against the Company:

Thomas Yeransian v. Markel Corporation (U.S. District Court for the District of Delaware), filed September 15, 2016;
Thomas Yeransian v. Markel Corporation (U.S. District Court for the District of Delaware), filed November 13, 2018; and
Thomas Yeransian v. Markel Corporation (U.S. District Court for the District of Delaware), filed June 5, 2020.

The three suits have been consolidated. On June 8, 2023, the court ruled in favor of the Company and against Mr. Yeransian on all counts. Mr. Yeransian has appealed the court's decision. For additional information regarding these three suits, see Item 3 Legal Proceedings in our 2022 Annual Report on Form 10-K. We believe Mr. Yeransian's suits to be without merit. We further believe that any material loss resulting from the suits to be remote.

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

The following table summarizes our common share repurchases for the quarter ended June 30, 2023.

Issuer Purchases of Equity Securities
(a)(b)(c)(d)
PeriodTotal Number of Shares PurchasedAverage 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, 2023 through April 30, 202323,900 $1,326.43 23,900 $396,736 
May 1, 2023 through May 31, 202327,686 $1,351.15 27,686 $359,328 
June 1, 2023 through June 30, 202326,431 $1,345.46 26,431 $323,766 
Total78,017 $1,341.65 78,017 $323,766 
(1)    The Board of Directors approved the repurchase of up to $750 million of our common shares pursuant to a share repurchase program publicly announced in February 2022. Under our share repurchase program, we may repurchase outstanding common shares of our stock from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934. The share repurchase program has no expiration date but may be terminated by the Board at any time.

Item 5. Other Information

Adoption or Termination of Trading Arrangements by Directors or Officers

On May 31, 2023, Steven A. Markel, Chair of the Board and a Director of the Company, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 1,398 of the Company's common shares until May 17, 2024 (or the date on which all shares have been sold).

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Item 6. Exhibits
Exhibit No.Document Description
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.
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101
The following consolidated financial statements from Markel Group's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed on August 2, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income (Loss) 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.**
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Indicates management contract or compensatory plan or arrangement
** Filed with 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 2nd day of August 2023.

Markel Group Inc.
By:/s/ Thomas S. Gayner
Thomas S. Gayner
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Teresa S. Gendron
Teresa S. Gendron
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT 3.2
MARKEL GROUP INC.

BYLAWS

(as amended and restated May 26, 2023)

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1.    Place and Time of Meetings. Meetings of shareholders shall be held at such place, either within or without the Commonwealth of Virginia, or by means of remote communication, in each case as the Board of Directors may in its discretion determine, and at such time as may be provided in the notice of the meeting and approved by the Chair of the Board, the Chief Executive Officer or the Board of Directors.

Section 2.    Annual Meeting. The annual meeting of shareholders shall be held on the date designated by the Board of Directors and specified in the notice of the meeting.

Section 3.    Special Meetings. Special meetings of the shareholders may be called by the Chair of the Board, the Chief Executive Officer or the Board of Directors. Only business within the purpose or purposes described in the notice for a special meeting of shareholders may be conducted at the meeting.

Section 4.    Fixing Record Date. The Board of Directors may fix in advance a record date to make a determination of shareholders entitled to notice or to vote at any meeting of shareholders, to receive any dividend, or for any other purpose, such date to be not more than 70 days before the meeting or action requiring a determination of shareholders. If no such date is set with respect to any meeting of shareholders, the day before the effective date of the notice of the meeting shall be the record date for such determination of shareholders. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders (regardless of who may have called the meeting) has been made, such determination shall be effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 5.    Notice of Meetings. Written notice stating the place (or means of remote communication, if authorized by the Board of Directors), day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the Corporation not less than ten nor more than 60 days before the date of the meeting (except as a different time is specified by law) to each shareholder of record entitled to vote at such meeting. Notice may be given in any manner permitted by applicable law, including by electronic transmission. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at such shareholder’s address as it appears on the share transfer books of the Corporation. If an annual or special meeting is adjourned to a different date, time or place (or means of remote communication, if authorized by the Board of Directors), notice need not be given if the new date, time or place (or means of remote communication, if authorized by the Board of Directors) is announced at the meeting before adjournment; however, if a new record date for an adjourned meeting is fixed, notice of the adjourned meeting shall be given to persons who are shareholders as of the new record date unless a court provides otherwise. Notwithstanding the foregoing, no notice of a shareholders’ meeting need be given to a shareholder if (i) an annual report and proxy statements for two consecutive annual meetings of shareholders or (ii) all, and at least two, checks in payment of dividends or interest on securities during a 12-month period, have been sent by first-class United States mail, with postage thereon prepaid, addressed to the shareholder at such shareholder’s address as it appears on the share transfer books of the Corporation, and returned undeliverable. The obligation of the Corporation to give notice of shareholders’ meetings to any such shareholder shall be reinstated once the Corporation has received a new address for such shareholder for entry on its share transfer books.



Section 6.    Waiver of Notice; Attendance at Meeting. A shareholder may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary of the Corporation for filing with the minutes or corporate records. A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Section 7.    Quorum and Voting Requirements. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless otherwise required by law or the Articles of Incorporation, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is set for that adjourned meeting. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law, the Articles of Incorporation or the rules or regulations of any stock exchange applicable to the Corporation. An abstention or an election by a shareholder not to vote on the action because of the failure to receive voting instructions from the beneficial owner of the shares shall not be considered a vote cast. A meeting may be adjourned by the chairperson of the meeting or by the shareholders even if there is less than a quorum.

Unless required by law or determined by the chairperson of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the shareholder voting or by such shareholder’s proxy. If authorized by the Board of Directors, a shareholder may vote by a ballot submitted by electronic transmission by the shareholder or the shareholder’s proxy, provided that any such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder or the shareholder’s proxy.

Section 8.    Proxies. A shareholder may vote the shareholder’s shares in person or by proxy. A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for such shareholder by signing an appointment form or by an electronic transmission meeting the requirements of the Virginia Stock Corporation Act. An appointment of a proxy is effective when received by the inspectors of election or the Secretary or other officer or agent authorized to tabulate votes and is valid for 11 months unless a longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form or the electronic transmission states that it is irrevocable and the appointment is coupled with an interest.

The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment. An irrevocable appointment is revoked when the interest with which it is coupled is extinguished. Subject to any legal limitations on the right of the Corporation to accept the vote or other action of a proxy and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, the Corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment. Any fiduciary who is entitled to vote any shares may vote such shares by proxy.


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Section 9.    Participation in Meetings. To the extent authorized by the Board of Directors, shareholders may participate in meetings by means of remote communication. Subject to the applicable provisions of the Virginia Stock Corporation Act, a shareholder participating in a meeting by means of remote communication, as authorized by the Board of Directors, is deemed to be present in person at the meeting.

Section 10.    Order of Business at Meetings of Shareholders.

(a)    Annual Meetings of Shareholders. At any annual meeting of shareholders, only such nominations of persons for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly made at the annual meeting by or at the direction of the Board of Directors or (iii) otherwise properly requested to be brought before the annual meeting by a shareholder of the Corporation in accordance with these Bylaws. For nominations of persons for election to the Board of Directors or proposals of other business to be properly requested by a shareholder to be made at an annual meeting, a shareholder must (x) be a shareholder of record at the time the shareholder gives the notice of such nomination or proposal required by Article I, Section 11, at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (y) be entitled to vote at such annual meeting and (z) comply with the procedures set forth in these Bylaws as to such business or nomination. The immediately preceding sentence shall be the exclusive means for a shareholder to make nominations or other business proposals (other than (I) matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting and (II) nominations properly brought by an Eligible Shareholder pursuant to Article I, Section 12 and included in the Corporation’s proxy statement) before an annual meeting of shareholders.

(b)    Special Meetings of Shareholders. At any special meeting of shareholders, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting. To be properly brought before a special meeting, proposals of business must be (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or (ii) otherwise properly brought before the special meeting by or at the direction of the Board of Directors. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (A) by or at the direction of the Board of Directors or (B) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any shareholder of the Corporation who (x) is a shareholder of record at the time the shareholder gives the notice of such nomination or proposal required by Article I, Section 11, at the time of giving of notice of such special meeting by or at the direction of the Board of Directors and at the time of the special meeting, (y) is entitled to vote at the meeting and (z) complies with the procedures set forth in these Bylaws as to such nomination. The immediately preceding sentence shall be the exclusive means for a shareholder to make nominations before a special meeting of the shareholders.

(c)    Chairperson of the Meeting. Meetings of the shareholders shall be presided over by the Chair of the Board or, if the Chair of the Board is not present, by a Vice Chair of the Board, if elected, or if the Chair of the Board and any Vice Chair of the Board, if elected, are not present, by the Chief Executive Officer or, if the Chief Executive Officer is not present, by a chairperson designated by the Board of Directors or, if the Board of Directors has not made such a designation, by a chairperson chosen by the shareholders at the meeting. The Secretary shall act as secretary of the meeting but, in the Secretary’s absence, the chairperson of the meeting may appoint any person to act as secretary of the meeting.


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(d)    Conduct of Meetings. The Board of Directors may adopt such rules, regulations, and procedures for the conduct of any meeting of shareholders that it deems appropriate. Except to the extent inconsistent with such rules, regulations, and procedures adopted by the Board of Directors, the chairperson of the meeting shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, to adjourn or recess the meeting, dismiss business not properly presented, adopt rules, regulations and procedures to maintain order and safety, impose limitations on the time allotted to questions or comments on the affairs of the Corporation, restrict entry to such meeting after the time prescribed for the commencement thereof and open and close the voting polls. The Board of Directors may postpone or reschedule any meeting of shareholders.

Section 11.    Advance Notice of Shareholder Business and Nominations.

(a)    Annual Meetings of Shareholders. Without qualification or limitation, for any nomination or any other business to be properly brought before an annual meeting by a shareholder pursuant to Article I, Section 10(a), the shareholder must have given timely notice thereof in proper form (including, in the case of a nomination, the completed and signed questionnaire, representation and agreement required by Article I, Section 13) and timely updates and supplements thereof in writing to the Secretary and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a shareholder’s notice as described above. Notwithstanding anything in the preceding two sentences to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Article I, Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. In addition, to be timely, a shareholder’s notice shall further be updated and supplemented, if necessary, so that such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof. If a shareholder who has given timely notice as required herein to make a nomination or bring other business before any such meeting intends to authorize another person to act for such shareholder as a proxy to present the proposal at such meeting, the shareholder shall give notice of such authorization in writing to the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation not less than three business days before the date of the meeting, including the name and contact information for such person.


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(b)    Special Meetings of Shareholders. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any shareholder entitled to make a nomination pursuant to Article I, Section 10(b) may nominate a person or persons (as the case may be) for election to such position(s) to be elected as specified in the Corporation’s notice calling the meeting, provided that the shareholder gives timely notice thereof in proper form (including the completed and signed questionnaire, representation and agreement required by Article I, Section 13) and timely updates and supplements thereof in writing to the Secretary, by registered or certified United States mail. In order to be timely, a shareholder’s notice shall be delivered to the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting, or the public announcement thereof, commence a new time period for the giving of a shareholder’s notice as described above. In addition, to be timely, a shareholder’s notice shall further be updated and supplemented, if necessary, so that such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof. If a shareholder who has given timely notice as required herein to bring any business before any such meeting intends to authorize another person to act for such shareholder as a proxy to present the proposal at such meeting, the shareholder shall give notice of such authorization in writing to the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation not less than three business days before the date of the meeting, including the name and contact information for such person.

(c)    Other Provisions.

(1)    To be in proper form, a shareholder’s notice (whether given pursuant to Article I, Section 11(a) or (b)) to the Secretary must include the following, as applicable:

(i)    as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made: (A) the name and address of such shareholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (B) (I) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such shareholder, such beneficial owner, if any, and their respective affiliates or associates or others acting in concert therewith, including the name and number of shares of the Corporation held by any broker, bank or other nominee on any such person’s or entity’s behalf, (II) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the shareholder of record, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such
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instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, (III) any proxy (other than a revocable proxy given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A and which is not also then reportable on Schedule 13D under the Exchange Act), contract, arrangement, or understanding pursuant to which such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, has a right to vote any class or series of shares of the Corporation, (IV) any agreement, arrangement, understanding, or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, “Short Interests”), (V) any rights to distributions on the shares of the Corporation owned beneficially by such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, that are separated or separable from the underlying shares of the Corporation, (VI) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (VII) any performance-related fees (other than an asset-based fee) to which such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, is entitled based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, (VIII) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation or any subsidiary of the Corporation held by such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, (IX) any direct or indirect interest of such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, in any contract with the Corporation or any subsidiary of the Corporation, and (X) any debt securities or other debt instruments of the Corporation or any of its subsidiaries held by such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, (C) a representation as to whether the shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith intends to solicit proxies in support of, as applicable, (I) such business or (II) director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (“Rule 14a-19”), and (D) any other information relating to such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;


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(ii)    if the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring before the meeting, a shareholder’s notice must, in addition to the matters set forth in paragraph (i) above, also set forth: (A) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, in such business, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration), and (C) a description of all agreements, arrangements and understandings between such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the proposal of such business by such shareholder;

(iii)    as to each person, if any, whom the shareholder proposes to nominate for election or reelection to the Board of Directors, a shareholder’s notice must, in addition to the matters set forth in paragraph (i) above, also set forth: (A) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected) and (B) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder, such beneficial owner, if any, or any of their respective affiliates or associates or others acting in concert therewith, on the one hand, and each proposed nominee, such proposed nominee’s affiliates and associates or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(iv)    as to each person, if any, whom the shareholder proposes to nominate for election or reelection to the Board of Directors, a shareholder’s notice must, in addition to the matters set forth in paragraphs (i) and (iii) above, also include a completed and signed questionnaire, representation and agreement required by Article I, Section 13. The Corporation may require any proposed nominee to furnish within 15 days of such request such other information as may reasonably be requested by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation under applicable law, rule or regulation, that may be required to be provided concerning such nominee to any governmental or regulatory authority having authority to regulate or oversee the Corporation, its subsidiaries or their respective businesses, to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

(2)    For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service, including the Dow Jones News Service and the Associated Press, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3)    In addition to the requirements set forth in these Bylaws, a shareholder and its affiliates and associates shall also comply with all applicable requirements of state and federal law, including the Exchange Act and the rules and regulations thereunder (including Rule 14a-19), with respect to any nomination, proposal or other matters set forth in these Bylaws. Without limiting the generality of the foregoing, unless otherwise required by law, (i) no shareholder, beneficial owner, if any, on whose behalf a nomination is made, or any of their respective affiliates or associates or others acting in concert therewith, shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such person has complied with Rule 14a-19 in connection with the solicitation of such proxies, and (ii) if any shareholder, any beneficial owner or any of their respective affiliates or associates or others acting in concert therewith (A) provides notice pursuant to Rule
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14a-19(b) (it being understood that such notice shall be in addition to the notices required by this Article I, Section 11) and (B) subsequently fails to comply with the requirements of Rule 14a-19, or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such person has met the requirements of Rule 14a-19(a) in accordance with the following sentence, then the Corporation shall disregard any proxies or votes solicited for the shareholder’s or beneficial owner’s director nominees. If a shareholder, any beneficial owner or any of their respective affiliates or associates or others acting in concert therewith provides notice pursuant to Rule 14a-19(b), such person shall deliver to the Corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it has met the applicable requirements of Rule 14a-19. In no event may any shareholder nominate a greater number of director candidates than are subject to election by the shareholders at the applicable meeting. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

(4)    For the avoidance of doubt, a shareholder’s obligation to update and/or supplement such shareholder’s notice under these Bylaws, as set forth in this Article I, Section 11, shall not be deemed to permit such shareholder to cure any defects in any such notice existing as of the time required for the giving of such notice, limit the rights or remedies (including without limitation under these Bylaws) available to the Corporation relating to any such defect, or extend any applicable deadlines hereunder or otherwise applicable to any nomination or proposal, nor shall a shareholder be permitted to amend, update or submit a new nomination or proposal, including by changing or adding nominees or proposals proposed to be brought before a meeting of the shareholders, after the time first required for the giving of the shareholder’s notice under these Bylaws.

(5)    The chairperson of any annual or special meeting of shareholders shall have the power and authority to determine whether a nomination or other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the Articles of Incorporation and these Bylaws and, if any proposed nomination or other business was not made or proposed, as the case may be, in compliance with the Articles of Incorporation or these Bylaws, may dismiss such proposed nomination or other business and declare that no action shall be taken on such nomination or other business and that such nomination or other business shall be disregarded.

(6)    Nothing in these Bylaws shall be deemed to affect any rights (i) of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (ii) of the holders of any series of preferred stock of the Corporation if and to the extent provided for under law or the Articles of Incorporation or (iii) of shareholders to act by unanimous written consent in accordance with the Articles of Incorporation and applicable law.

Section 12.    Proxy Access for Board of Director Nominations.

(a)    The Corporation shall include in its proxy statement for any annual meeting of shareholders the name, together with the Required Information (as defined below), of any person nominated for election to the Board of Directors (a “Shareholder Nominee”) identified in a timely notice (the “Notice”) that satisfies this Article I, Section 12 delivered to the principal executive offices of the Corporation, addressed to the Secretary, by one or more shareholders who at the time the request is delivered satisfy the ownership and other requirements of this Article I, Section 12 (such shareholder or shareholders, and any director, executive officer or general partner of such shareholder or any such affiliate or associate or person with which such shareholder is acting in concert of such shareholder or shareholders, the “Eligible Shareholder”), and who expressly elects to have its nominee included in the Corporation’s proxy materials pursuant to this Article I, Section 12. To be timely for purposes of this Article I, Section 12, the Notice must be received by the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the anniversary date of the immediately preceding mailing date for the notice of annual meeting of shareholders.

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(b)    For purposes of this Article I, Section 12, the “Required Information” that the Corporation will include in its proxy statement is (i) the information concerning the Shareholder Nominee and the Eligible Shareholder that, as determined by the Corporation, is required to be disclosed in a proxy statement filed pursuant to the proxy rules of the SEC, (ii) the Nominee Statement (as defined below) for each Shareholder Nominee to be included in the proxy statement of the Corporation, and (iii) if the Eligible Shareholder so elects, a Shareholder Statement (as defined below).

(c)    The number of Shareholder Nominees (including any Shareholder Nominee elected to the Board of Directors at either of the two preceding annual meetings of shareholders who is being re-nominated by the Board of Directors to stand for reelection and any Shareholder Nominees submitted by an Eligible Shareholder for inclusion in the Corporation’s proxy materials pursuant to this Article I, Section 12 but either are subsequently withdrawn or that the Board of Directors or any committee designated by the Board of Directors decides to nominate for election to the Board of Directors (a “Board Nominee”)) appearing in the Corporation’s proxy materials with respect to a meeting of shareholders shall not exceed the greater of (i) two and (ii) 20% of the number of directors in office as of the last day on which the Notice may be delivered, or if such amount is not a whole number, the closest whole number below 20%; provided, however, that the number of Shareholder Nominees appearing in the Corporation’s proxy materials pursuant to this Article I, Section 12 may be reduced, in the sole discretion of the Board of Directors, by the number of director candidates for which the Secretary of the Corporation receives a notice that a shareholder has nominated a director candidate for election to the Board of Directors pursuant to the requirements of Article I, Section 10(a) and does not expressly elect at the time of providing the notice to have its nominee included in the Corporation’s proxy materials pursuant to this Article I, Section 12. In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Article I, Section 12 exceeds this maximum number, each Eligible Shareholder shall select one Shareholder Nominee for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in the order of the amount (largest to smallest) of shares of the Corporation’s stock eligible to vote in the election of directors each Eligible Shareholder disclosed as owned in the Notice. If the maximum number is not reached after each Eligible Shareholder has selected one Shareholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the maximum number is reached.

(d)    An Eligible Shareholder must have owned (as defined below) 3% or more of the outstanding shares of the Corporation’s stock eligible to vote in the election of directors continuously for at least three years (the “Required Shares”) as of both the date the Notice is delivered to the Corporation and the record date for determining shareholders entitled to vote at the annual meeting of shareholders and must continue to own the Required Shares through the annual meeting of shareholders. For purposes of satisfying the foregoing ownership requirement under this Article I, Section 12, (i) the shares of stock of the Corporation owned by one or more shareholders, or by the person or persons who own shares of the Corporation’s stock and on whose behalf any shareholder is acting, may be aggregated, provided that the number of shareholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20, and further provided that the group of shareholders shall have provided to the Secretary of the Corporation as a part of providing the Notice a written agreement executed by each of its members designating one of the members as the exclusive member to interact with the Corporation for purposes of this Article I, Section 12 on behalf of all members, and (ii) two or more funds that are (A) under common management and investment control, (B) under common management and funded primarily by the same employer, or (C) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one shareholder or beneficial owner. No effect will be given to the Eligible Shareholder’s votes with respect to the election of directors if the Eligible Shareholder does not comply with each of the representations in Article I, Section 12(d)(4). Within the time period specified for providing the Notice, an Eligible Shareholder must provide the following information in writing to the Secretary of the Corporation (in addition to the information required to be provided by Article I, Section 11):


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(1)    one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Notice is delivered to or mailed and received by the Corporation, the Eligible Shareholder owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Shareholder’s agreement to provide, within five business days after the record date for the annual meeting of shareholders, written statements from the record holder and intermediaries verifying the Eligible Shareholder’s continuous ownership of the Required Shares through the record date;

(2)    the written consent of each Shareholder Nominee to be named in the proxy statement as a nominee and to serve as a director if elected;

(3)    a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act;

(4)    a representation that the Eligible Shareholder:

(i)    acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent;

(ii)    has not nominated and will not nominate for election to the Board of Directors at the annual meeting of shareholders any person other than the Shareholder Nominee(s) being nominated pursuant to this Article I, Section 12;

(iii)    has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting of shareholders other than its Shareholder Nominee(s) or a Board Nominee;

(iv)    will not distribute to any shareholder any form of proxy for the annual meeting of shareholders other than the form distributed by the Corporation;

(v)    will continue to own the Required Shares through the annual meeting of shareholders; and

(vi)    will provide facts, statements and other information in all communications with the Corporation and its shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(5)    an undertaking that the Eligible Shareholder agrees to:

(i)    assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder’s communications with the Corporation’s shareholders or out of the information that the Eligible Shareholder provided to the Corporation;

(ii)    indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Shareholder pursuant to this Article I, Section 12;

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(iii)    file with the SEC all soliciting and other materials as required under Article I, Section 12(i); and

(iv)    comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the annual meeting of shareholders; and

(6)    written disclosure of any transactions between the Eligible Shareholder and the Shareholder Nominee or the Board Nominee within the preceding five years.

(e)    For purposes of this Article I, Section 12, an Eligible Shareholder shall be deemed to “own” only those outstanding shares of the Corporation’s stock as to which a shareholder who is the Eligible Shareholder or is included in the group that constitutes the Eligible Shareholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (A) sold by or on behalf of such shareholder in any transaction that has not been settled or closed, (B) borrowed by or on behalf of such shareholder for any purpose or purchased by such shareholder pursuant to an agreement to resell or (C) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by or on behalf of such shareholder, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such shareholder’s full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder. A shareholder shall “own” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A shareholder’s ownership of shares shall be deemed to continue during any period in which the shareholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the shareholder, provided, that (i) such person revokes such delegation within five business days of being notified that its Shareholder Nominee will be included in the Corporation’s proxy statement for the relevant annual meeting of shareholders and (ii) such person holds the revoked shares through the annual meeting of shareholders. Whether outstanding shares of the Corporation’s stock are “owned” for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its shareholders, including the Eligible Shareholder.

(f)    The Eligible Shareholder may provide to the Secretary of the Corporation, within the time period specified for providing the Notice, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting of shareholders, not to exceed 500 words, in support of the Shareholder Nominee’s candidacy (the “Shareholder Statement”). Notwithstanding anything to the contrary contained in this Article I, Section 12, the Corporation may omit from its proxy materials any information or statement that it believes would violate any applicable law, rule, regulation or listing standard.

(g)    The Corporation shall not be required to include, pursuant to this Article I, Section 12, a Shareholder Nominee in its proxy materials:

(1)    if the Eligible Shareholder who has nominated such Shareholder Nominee has engaged in or is currently engaged in, or has been, or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting of shareholders other than its Shareholder Nominee(s) or a Board Nominee;


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(2)    who is not independent under the listing standards of the principal exchange upon which the Corporation’s stock is traded, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors, as determined by the Board of Directors;

(3)    whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Articles of Incorporation, the listing standards of the principal exchange upon which the Corporation’s stock is traded, or any applicable state or federal law, rule or regulation;

(4)    who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914;

(5)    who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years;

(6)    who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended;

(7)    if such Shareholder Nominee or the applicable Eligible Shareholder shall have provided information to the Corporation in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors;

(8)    if the Eligible Shareholder who has nominated such Shareholder Nominee has filed a Schedule 13D with respect to the Corporation within the past year; or

(9)    if the Eligible Shareholder or applicable Shareholder Nominee otherwise breaches any of its or their obligations, agreements or representations under this Article I, Section 12.

(h)    Notwithstanding anything to the contrary set forth herein, the chairperson of the annual meeting of shareholders shall declare a nomination by an Eligible Shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if the Shareholder Nominee(s) and/or the applicable Eligible Shareholder shall have breached its or their obligations, agreements or representations under this Article I, Section 12, as determined by the Board of Directors or the chairperson of the annual meeting of shareholders.

(i)    The Eligible Shareholder shall file with the SEC any solicitation communication with the Corporation’s shareholders relating to the annual meeting of shareholders at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act, or whether any exemption from filing is available for such solicitation communication under Regulation 14A of the Exchange Act.

(j)    No person may be a member of more than one group of persons constituting an Eligible Shareholder under this Article I, Section 12.

(k)    Any Shareholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of shareholders but either (i) withdraws from or becomes ineligible or unavailable for election at the annual meeting of shareholders, or (ii) does not receive at least 20% of the votes cast in favor of the Shareholder Nominee’s election, shall be ineligible to be a Shareholder Nominee pursuant to this Article I, Section 12 for the next two annual meetings of shareholders following the annual meeting of shareholders for which the Shareholder Nominee has been nominated for election.

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(l)    The Shareholder Nominee must provide to the Secretary of the Corporation, within the time period specified for providing the Notice, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting of shareholders (the “Nominee Statement”), disclosing whether or not such Shareholder Nominee is or will become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Shareholder Nominee or director. Such Nominee Statement must also include a representation that if such Shareholder Nominee is elected as a director of the Corporation, such Shareholder Nominee will not agree or accept any increase in the amount or scope, as applicable, of any such compensation, reimbursement or indemnification and that they would be in compliance with applicable law and the Corporation’s corporate governance guidelines and other policies applicable to directors generally. At the request of the Corporation, the Shareholder Nominee must promptly, but in any event within five business days of such request, submit the written questionnaire described in Article I, Section 13. The Corporation may request such additional information (i) as may be reasonably necessary to permit the Board of Directors or any committee thereof to determine if a Shareholder Nominee is independent under the listing standards of the principal exchange upon which the Corporation’s stock is traded, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors and otherwise to determine the eligibility of each Shareholder Nominee to service as a director of the Corporation, or (ii) that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of each Shareholder Nominee. Notwithstanding anything to the contrary contained in this Article I, Section 12, the Corporation may omit from its proxy materials any information or statement that it believes would violate any applicable law, rule, regulation or listing standard.

Section 13.    Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person nominated by a shareholder must deliver (in accordance with the time periods prescribed for delivery of notice under Article I, Section 11 or Section 12, as applicable) to the Secretary, by registered or certified United States mail, at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of the shareholder), and a written representation and agreement (in the form provided by the Secretary upon written request of the shareholder) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable corporate governance, conflict of interest, confidentiality and publicly disclosed stock ownership and trading policies and guidelines of the Corporation.


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ARTICLE II

DIRECTORS

Section 1.    General Powers. The Corporation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, and subject to the oversight of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation.

Section 2.    Number. The number of directors of the Corporation shall be not less than three nor more than fifteen, the exact number of directors to be fixed, from time to time, by a resolution of the Board of Directors.

Section 3.    Election and Term. Directors shall be elected at each annual meeting of shareholders. Despite the expiration of a director’s term, such director shall continue to serve until such director’s successor is elected and qualifies or until there is a decrease in the number of directors. No individual shall be named or elected as a director without such individual’s prior consent.

Except with respect to vacancies on the Board of Directors, which shall be filled as provided in Article II, Section 4, each director shall be elected by a majority of votes cast of the voting group or groups entitled to elect such director at any meeting of shareholders for the election of directors at which a quorum is present; provided that, if the number of director nominees exceeds the number of directors to be elected by any voting group as of the 10th day preceding the date on which the Corporation first mails its notice of meeting for such meeting to the shareholders, the director(s) shall be elected by a plurality of the votes of the shares of such voting group represented at the meeting and entitled to vote on the election of directors.

If an incumbent director is nominated for election and not reelected, the director shall offer the director’s resignation promptly to the Board of Directors. Within 60 days following certification of the shareholder vote, the Nominating/Corporate Governance Committee, or other committee responsible for nominating and governance matters, shall recommend to the Board of Directors the action to be taken with respect to such offer of resignation. Within 90 days following certification of the election results, the Board of Directors shall act on the offered resignation. In determining whether or not to accept the offered resignation, the Board of Directors shall consider any recommendation by the committee, the factors considered by the committee and any additional information and factors that the Board of Directors believes to be relevant. No director who submits a resignation under this Article II, Section 3 shall participate in the deliberations or decisions of the committee or the Board of Directors regarding such director’s resignation.

If the submitted resignation is not accepted by the Board of Directors, the Board of Directors shall disclose its reasons for not accepting the resignation, and the director shall continue to serve until the next annual meeting of shareholders and until the director’s successor is duly elected, or the director’s earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors, or if a nominee for director is not elected by the shareholders, then the Board of Directors, in its sole discretion, may fill any resulting vacancy in accordance with Article II, Section 4.

Section 4.    Removal; Vacancies. The shareholders may remove any director with or without cause at a meeting called for that purpose. Removal of a director shall be effective only if approved by a majority of the votes entitled to be cast at an election of directors of the voting group or groups by which such director was elected. A vacancy on the Board of Directors, including a vacancy resulting from the removal of a director, or an increase in the number of directors, may be filled only by (i) the shareholders, (ii) the Board of Directors, or (iii) the majority vote of the remaining directors though less than a quorum of the Board of Directors. In the case of the resignation of a director that will become effective at a specified later date, the vacancy may be filled before it occurs but the new director may not take office until the vacancy occurs.

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Section 5.    Organization.

(a)    The Board of Directors shall elect one of its members to be the Chair of the Board and may elect one or more of its members to be a Vice Chair of the Board. The Chair of the Board shall preside as chairperson at all meetings of the shareholders and of the Board of Directors and shall perform such duties, and shall have such authority, as may be conferred upon the Chair of the Board by the Board of Directors or these Bylaws. A Vice Chair of the Board, if elected, shall, in the absence of the Chair of the Board, preside as chairperson at all meetings of the shareholders and of the Board of Directors and shall perform such duties, and shall have such authority, as may be conferred upon such Vice Chair of the Board by the Board of Directors or these Bylaws.

(b)    The independent members of the Board of Directors shall designate a Lead Independent Director, who shall not be an officer of or employed by the Corporation and otherwise shall be independent. The Lead Independent Director shall exercise and perform such powers and duties as may be conferred upon the Lead Independent Director by the Board of Directors or these Bylaws. For purposes of this Article II, Section 5(b), “independent” shall have the meaning set forth in the rules or regulations of any stock exchange applicable to the Corporation.

Section 6.    Annual and Regular Meetings. Unless otherwise determined by the Board of Directors, an annual meeting of the Board of Directors shall be held on the same day as the annual meeting of shareholders, for the purpose of electing officers and carrying on such other business as may properly come before such meeting. The Board of Directors may also adopt a schedule of additional meetings which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the Chair of the Board, the Chief Executive Officer or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal executive offices of the Corporation.

Section 7.    Special Meetings. Special meetings of the Board of Directors may be called by the Chair of the Board, the Lead Independent Director, the Chief Executive Officer or the Board of Directors, and shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the person or persons calling the meetings shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal executive offices of the Corporation.

Section 8.    Notice of Meetings. No notice need be given of regular meetings of the Board of Directors. Notice of special meetings of the Board of Directors shall be given to each director not less than six hours before the meeting by any means permitted under the Virginia Stock Corporation Act, including electronic transmission. Any such notice shall include the date, time and place (or means of remote communication) of the meeting.

Section 9.    Waiver of Notice. A director may waive any notice required by law, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice and such waiver shall be equivalent to the giving of such notice. Except as provided in the next sentence of this Article II, Section 9, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon the director’s arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.


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Section 10.    Quorum; Voting. A majority of the number of directors prescribed in accordance with these Bylaws, or if no number has been prescribed, the number of directors in office immediately before the meeting begins, shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) the director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding it or transacting specified business at the meeting, or (ii) the director votes against, or abstains from, the action taken.

Section 11.    Telephonic Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 12.    Action Without Meeting. Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Article II, Section 12 shall be effective when the last director signs the consent unless the consent specifies a different effective date and states the date of execution by each director, in which event it shall be effective according to the terms of the consent. A written consent and the signing thereof may be accomplished by one or more electronic transmissions.

Section 13.    Compensation. Unless the Articles of Incorporation provide otherwise, the Board of Directors may fix the compensation of directors for their services as directors and may provide for the payment of all expenses incurred by directors in attending meetings of the Board of Directors.

ARTICLE III

COMMITTEES OF DIRECTORS

Section 1.    Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two or more members who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it shall be approved by the number of directors required to take action under Article II, Section 10.

Section 2.    Authority of Committees. To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors under Article II, Section 1 and applicable law, except that a committee may not (i) approve or recommend to shareholders action that is required by law to be approved by shareholders; (ii) fill vacancies on the Board of Directors or on any of its committees; (iii) amend the Articles of Incorporation; (iv) adopt, amend, or repeal these Bylaws; (v) approve a plan of merger not requiring shareholder approval; (vi) authorize or approve a distribution, except according to a formula or method, or within limits, prescribed by the Board of Directors; or (vii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the Board of Directors may authorize a committee, or a senior executive officer of the Corporation, to do so within limits, if any, prescribed by the Board of Directors.

Section 3.    Committee Meetings; Miscellaneous. The provisions of Article II relating to meetings, notice and waiver of notice, quorum and voting, and consents shall apply to committees of directors and their members.


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ARTICLE IV

OFFICERS

Section 1.    Officers. The officers of the Corporation shall be a Chief Executive Officer, a Secretary, a Treasurer and a Controller, and may also include one or more Presidents, one or more Vice Presidents and other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Corporation. In addition, the Board of Directors shall designate from among the officers of the Corporation a chief financial officer and a chief accounting officer (who may be the same person). Any two or more offices may be held by the same person.

Section 2.    Election; Term. Officers shall be elected at the annual meeting of the Board of Directors and may be elected at such other time or times as the Board of Directors shall determine. They shall hold office, unless removed, until the next annual meeting of the Board of Directors or until their successors are elected. Any officer may resign at any time upon written notice to the Board of Directors, and such resignation is effective when notice is delivered unless the notice specifies a later effective date. The Chief Executive Officer also shall have the authority to appoint one or more officers and to prescribe the duties of any such officer, in each case as the Chief Executive Officer may deem necessary or advisable to carry on the business of the Corporation.

Section 3.    Removal of Officers. Any officer or assistant officer may be removed at any time, with or without cause by (i) the Board of Directors or (ii) the Chief Executive Officer.

Section 4.    Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have general supervision over, responsibility for, and control of the other officers, agents and employees of the Corporation and shall perform such duties, and shall have such authority, as may be lawfully required of, or conferred upon, the Chief Executive Officer by the Board of Directors.

Section 5.    President. Each President shall perform such duties, and shall have such authority, as may lawfully be required of, or conferred upon, such President by the Chief Executive Officer or the Board of Directors.

Section 6.    Vice Presidents. Each Vice President (including any Executive Vice President or Senior Vice President) shall perform such duties, and shall have such authority, as may lawfully be required of, or conferred upon, such Vice President by the Chief Executive Officer or the Board of Directors.

Section 7.    Secretary. The Secretary shall, as secretary of the meetings, record all proceedings at shareholders’ meetings and directors’ meetings in a book or books kept for that purpose. In addition, the Secretary shall maintain or cause to be maintained the record of shareholders of the Corporation, giving the names and addresses of all shareholders and the numbers, classes and series of the shares held by each and the share transfer books.

Section 8.    Treasurer. The Treasurer shall (i) have the custody of all moneys and securities of the Corporation, (ii) deposit the same in the name and to the credit of the Corporation in such depositories as may be designated by, or in accordance with action of, the Board of Directors and (iii) disburse the funds of the Corporation as may be required.

Section 9.    Controller. The Controller shall cause to be kept full and accurate books and accounts of all assets, liabilities and transactions of the Corporation and prepare, or cause to be prepared, statements of the financial condition of the Corporation and proper profit and loss statements covering the operations of the Corporation and such other and additional financial statements, if any, as required by management of the Corporation or the Board of Directors.


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Section 10.    Delegation of Power. During the absence, disqualification or inability to act of any of the officers of the Corporation, the Board of Directors or the Chief Executive Officer may delegate the powers of such officer to any other officer or employee of the Corporation.

ARTICLE V

SHARE CERTIFICATES

Section 1.    Form. Shares of the Corporation may, but need not, be represented by certificates. The Board of Directors may authorize the issue of some or all of the shares of the Corporation without certificates. Any such authorization will not affect shares already represented by certificates until they are surrendered to the Corporation. The rights and obligations of shareholders shall be identical whether or not their shares are represented by certificates. Subject to the provisions of Article V, Section 2, certificates shall be signed by any two officers of the Corporation, who may be the same individual. Certificates may (but need not) be sealed with the seal of the Corporation or a facsimile thereof.

Section 2.    Signatures. The signatures of the officers upon a share certificate issued by the Corporation may be facsimiles. If any officer who has signed, or whose facsimile signature has been placed upon a share certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if the signatory were such officer at the date of its issue.

Section 3.    Transfer. The Board of Directors shall have power and authority to make rules and regulations concerning the issue, registration and transfer of shares of the Corporation.

Section 4.    Restrictions on Transfer. A restriction on the transfer or registration of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is lawful and its existence is noted conspicuously on the front or back of the certificate representing the shares or in an information statement with respect to the shares.

Section 5.    Lost or Destroyed Share Certificates. The Corporation may issue a new share certificate in the place of any certificate theretofore issued by it which is alleged to have been lost or destroyed and may require the owner of such certificate, or such owner’s legal representative, to give the Corporation a bond, with or without surety, or such other agreement, undertaking or security as the Board of Directors shall determine is appropriate, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction or the issuance of any such new certificate.

ARTICLE VI

EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the United States District Court for the Eastern District of Virginia, Alexandria Division, or, in the event that court lacks jurisdiction to hear such action, the Circuit Court of the County of Fairfax, Virginia, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of duty owed by any current or former director, officer, employee, shareholder or agent of the Corporation to the Corporation or the Corporation’s shareholders, including a claim alleging the aiding and abetting of such a breach of duty, (iii) any action asserting a claim arising pursuant to any provision of the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws (in each case, as may be amended from time to time), (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the Articles of Incorporation or these Bylaws (in each case, as may be amended from time to time), including any right, obligation, or remedy thereunder, (v) any action or proceeding regarding indemnification or advancement or reimbursement of expenses arising out of the Articles of Incorporation, these Bylaws or otherwise, unless the Corporation and the party bringing such action or proceeding have entered into a written agreement providing for any other forum or
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dispute resolution process, in which case such action or proceeding shall be subject to such written agreement, (vi) any action asserting a claim governed by the internal affairs doctrine or (vii) any action asserting one or more “internal corporate claims,” as that term is defined in subsection C of Section 13.1-624 of the Virginia Stock Corporation Act, in all cases to the fullest extent permitted by law and subject to one of the courts having personal jurisdiction over the indispensable parties named as defendants.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VI. If any action the subject matter of which is within the scope of this Article VI is filed in a court other than a court located within the Commonwealth of Virginia (a “Foreign Action”) by or in the name of any shareholder (including any beneficial owner), such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the Commonwealth of Virginia in connection with any action brought in any such court to enforce the provisions of this Article VI and (ii) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. Failure to enforce the provisions of this Article VI would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance to enforce the provisions of this Article VI.

If any provision of this Article VI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of Article VI (including, without limitation, each portion of any sentence of this Article VI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth in this Article VI with respect to any current or future actions or proceedings. To the extent that the United States District Court for the Eastern District of Virginia, Alexandria Division, and the Circuit Court of the County of Fairfax, Virginia, do not have personal jurisdiction over the indispensable parties named as defendants, such parties must be given a reasonable opportunity to consent to such jurisdiction before any action or proceeding may be brought or maintained in any other court.

ARTICLE VII

SEVERABILITY

If any provision of these Bylaws shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of these Bylaws (including, without limitation, each portion of any sentence of these Bylaws containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1.    Corporate Seal. The corporate seal of the Corporation shall be circular and shall have inscribed thereon, within and around the circumference, "MARKEL GROUP INC.". In the center shall be the word "SEAL".


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Section 2.    Fiscal Year. The fiscal year of the Corporation shall be determined in the discretion of the Board of Directors, but in the absence of any such determination it shall be the calendar year.

Section 3.    Amendments. Except as otherwise provided by law, these Bylaws may be amended or repealed, and new Bylaws may be made at any regular or special meeting of the Board of Directors. Bylaws made by the Board of Directors may be repealed or changed and new Bylaws may be made by the shareholders, and the shareholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EXHIBIT 10.2

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement is made as of the ___ day of ____, 20__, by and between Markel Group Inc. (“Markel Group” or the “Company”), and __________ (“Executive”).

The parties agree as follows:

1. Employment and Duties. The Company employs the Executive for the position set out in Appendix A. The Executive agrees to devote the Executive’s full time and attention to the business of Markel Group and its subsidiaries and affiliates and to perform duties normally and properly incident to the Executive’s position and such further duties as may be assigned to the Executive by the Chief Executive Officer or the Board of Directors of Markel Group (the “Board”). The duties to be performed by the Executive under this Agreement shall be performed by the Executive primarily in the location set out in Appendix A, provided, however, that the Executive shall travel to the extent reasonably necessary to perform the Executive’s duties hereunder.

2. Term. Unless sooner terminated under Sections 4, 5 or 6 of this Agreement, the Company employs the Executive, and the Executive agrees to serve the Company, for an initial term beginning and ending on the dates set out in Appendix A. The term of this Agreement shall automatically be extended for additional terms of one year, unless either party notifies the other in writing at least 90 days before the expiration of the term of this Agreement that it does not wish to extend the term. If the Company notifies the Executive that it does not wish to extend the term of this Agreement, the Company shall be deemed to have terminated the Executive’s employment without Cause (as defined below), and the Executive shall be entitled to the benefits specified in Section 6(b) of this Agreement subject to the terms and conditions therein. If the Executive notifies the Company that the Executive does not wish to extend the term of this Agreement, the Executive shall be deemed to have voluntarily left the employ of the Company and the Company’s obligations to the Executive under this Agreement shall terminate. Upon any termination of the term of this Agreement and the Executive’s employment by either party for any or no reason, the Executive shall be deemed automatically to have resigned as of such effective termination date from any and all officer and director positions (if any) that the Executive then holds with the Company and any of its subsidiaries and affiliates. Upon such termination as described in the foregoing sentence, the Board is irrevocably authorized to appoint another officer or director to act as the Executive’s attorney in the Executive’s name and on the Executive’s behalf and to sign any documents or do any acts or things necessary or appropriate to effect such resignations.

3. Salary and Benefits. Subject to, and except as otherwise provided in, Sections 4, 5 and 6 below:

(a) During the term of this Agreement, the Company shall pay (or cause to be paid to) the Executive a salary at a rate per year of not less than the amount set out in Appendix A, which sum shall be payable in bi-weekly installments. The Company agrees to review the Executive’s salary no less frequently than annually. In the event of an increase in salary or the payment of a bonus, the other terms and conditions of this Agreement shall remain in full force and effect. The annual rate of base salary in effect at any given time is sometimes referred to in this Agreement as “Base Salary.” The Executive shall be eligible for an annual cash incentive bonus, subject to such performance conditions as shall be approved by the Compensation Committee of the Board, having a target value equal to a percentage of Base Salary not less than the amount set out in Appendix A, and payable not later than March 15th after the end of the applicable performance period. The Executive shall also be eligible for an annual equity incentive award, subject to the approval of the Compensation Committee of the Board, which for each year shall have a target grant date value equal to a percentage of Base Salary not less than the amount set out in Appendix A, and subject in each case to such performance conditions, and such other terms and conditions set forth in the applicable award agreements, as are approved by the Compensation Committee of the Board.




(b) During the term of this Agreement, the Executive shall be entitled to (i) participate in such employee benefit plans and programs as are generally available to other senior executives of the Company who hold positions of similar responsibility to those of the Executive (provided, however, that nothing in this Agreement shall entitle the Executive to participate in the Company’s 401(k) plan following the termination of the Executive’s employment for any reason), (ii) reimbursement, in accordance with policies and procedures established by the Company from time to time, for all items of expense reasonably and necessarily incurred by the Executive on behalf of the Company, (iii) such holidays as are generally available to employees of the Company, and (iv) annual paid time off in accordance with Company policies applicable to senior executives of the Company; in each case as such plans, programs, policies and procedures are in effect or amended in the Company’s discretion.

4. Termination by Death or Disability.

(a) Should the Executive die during the term of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement.

(b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level.

A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company.

5. Termination for Cause. The Company, by action of the Chief Executive Officer or the Compensation Committee of the Board, may at any time elect to terminate the Company’s obligations under this Agreement for Cause and remove the Executive from employment, effective immediately upon notice of such employment termination to the Executive, and all obligations of the Company to the Executive under this Agreement shall then cease other than accrued salary and benefits through the termination date.

For purposes of this Agreement “Cause” shall be only the following:

(a) continued and deliberate neglect by the Executive, after receipt of notice thereof, of employment duties other than as a result of the Executive’s physical or mental disability;


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(b) willful misconduct of the Executive in connection with the performance of the Executive’s duties, including by way of example but not limitation, misappropriation of funds or property of the Company; securing, or attempting to secure, personally any profit in connection with any transaction entered into on behalf of the Company; or violation of any code of conduct or standards of ethics (including without limitation with respect to employment discrimination, harassment or retaliation) applicable to employees of the Company;

(c) conduct by the Executive which may result in material injury to the reputation of the Company if the Executive were retained in the Executive’s position with the Company, including by way of example but not limitation, commission of a felony, bankruptcy, insolvency or general assignment for the benefit of creditors;

(d) active disloyalty such as aiding a competitor;

(e) the Executive’s inability to obtain or maintain any required regulatory approvals or authorizations necessary for the Executive to perform the Executive’s duties under this Agreement; or

(f) a breach by the Executive of Section 7 or 8 of this Agreement, which, if unintentional, is not cured within five (5) business days after notice.

6. Other Termination.

(a) If the Executive resigns or voluntarily leaves the employ of the Company, except as set forth in Section 6(c) below, and subject to the terms of any applicable restricted stock unit or other equity award agreement to which the Executive is a party (“Equity Award Agreement”), the Company’s obligations to the Executive under this Agreement shall terminate and the Company shall have no further liability to the Executive under this Agreement other than accrued salary and benefits through the termination date.

(b) The Company, by action of the Chief Executive Officer or the Compensation Committee of the Board, may at any time elect to terminate the Company’s obligations under this Agreement without Cause and remove the Executive from employment on thirty (30) days’ notice, in which event the Executive shall be entitled to receive, subject to the Executive’s compliance with the provisions of Sections 7 and 8 of this Agreement, the identical compensation and benefits set forth in Section 6(c) hereof subject to the terms and conditions thereof.

(c) If: (x) the Company elects to terminate the Executive without Cause, (y) the Executive voluntarily leaves the employ of the Company by virtue of the Company’s material failure to comply with any terms of this Agreement, or (z) Good Reason occurs within twelve (12) months following a Change in Control (defined below) and the Executive terminates employment for such Good Reason (and, in the case of both subparts (y) and (z), provided the Executive first gives all required notice to the Company and the Company does not thereafter timely cure), and within the period prescribed by the Company, not to exceed sixty (60) days after the date of employment termination, the Executive first executes and does not revoke a comprehensive release of claims in substantially the form set forth as Exhibit B hereto (or in another form otherwise agreed to by the parties), and subject to compliance by the Executive with the provisions of Sections 7 and 8 of this Agreement: (i) the Executive also shall be entitled to receive (A) continued payments of Base Salary for the period set out in Appendix A, with the first such payment commencing within sixty (60) days after the Executive’s termination of employment, subject to Section 20, and (B) if the Executive timely elects continued coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Executive shall be entitled to such continued coverage at the same cost charged to active employees for the period set out in Appendix A after the date of termination; (ii) in addition, no later than the date(s) set out in Appendix A, the Executive shall be entitled to receive a lump sum payment equal to the amount of the Executive’s target annual cash incentive bonus; and (iii) all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet
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been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement.

For these purposes:

“Change in Control” means the occurrence of any of the following events:

(i) Stock Acquisition. The acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (A) the then outstanding shares of common stock of Markel Group (the “Outstanding Company Common Stock”), or (B) the combined voting power of the then outstanding voting securities of Markel Group entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions of such shares or voting power shall not constitute a change in control: (A) any acquisition directly from Markel Group; (B) any acquisition by Markel Group; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Markel Group or any corporation controlled by Markel Group; or (D) any acquisition by any corporation in a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section; or

(ii) Board Composition. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by Markel Group’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Business Combination. The consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of Markel Group (a “Business Combination”), unless, following such Business Combination:

(A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Markel Group or all or substantially all of the assets of Markel Group either directly or through one or more subsidiaries and affiliates) in substantially the same proportions as their ownership immediately before such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be;

(B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Markel Group or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed before the Business Combination; and


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(C) at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination.

(iv) Liquidation or Dissolution. Approval by the shareholders of Markel Group of a complete liquidation or dissolution of Markel Group.

“Good Reason” means unless and to the extent otherwise waived in writing by the Executive, the termination of the Executive’s employment with the Company which is initiated by the Executive because of any of the following events:

(i) a material decrease in the Executive’s annual Base Salary in effect as of the date of the Change in Control;

(ii) the assignment of duties and responsibilities to the Executive that materially reduce the level and types of duties and responsibilities of the Executive as of the date of the Change in Control;

(iii) a material breach of this Agreement by the Company or any successor; or

(iv) the Company changes by fifty (50) miles or more the principal locations in which the Executive is required to perform services from the locations at which the Executive was employed as of the date of the Change in Control.

The Executive must provide notice to the Company of the existence of the event constituting Good Reason or the Company’s material failure to comply with any terms of this Agreement, as applicable, within ninety (90) days of the initial existence of the event. The Company shall have thirty (30) days after its receipt of notice by the Executive to cure the event before the Executive may terminate employment. If the Company fails to cure such event, the Executive must terminate employment within ninety (90) days after the expiration of such thirty (30)-day cure period, or such Good Reason or the Company’s material failure to comply with any terms of this Agreement, as applicable, shall be deemed waived.

7. Confidential Information; Trade Secrets; Intellectual Property. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that:

(a) All confidential competitive pricing, marketing, proprietary and other non-public information or materials relating to or used in the business and operations of the Company or any of its subsidiaries or affiliates (including, without limitation, trade secrets, marketing methods and procedures, customer and prospective customer lists and non-public information on customers or their employees, strategies, research and development, policies and manuals, employee personnel and medical files, non-public financial information, lists of professionals referring customers to the Company or its subsidiaries or affiliates, sources of supplies and materials, business systems and procedures, computer programs, patented or unpatented inventions, information concerning planned or pending acquisitions, investments or divestitures, and information concerning purchases of major equipment or property), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or affiliates before or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and affiliates. Confidential Information does not include information which (i) is or was already in the Executive’s possession before employment, (ii) lawfully is or becomes generally available to the public other than as a result of a disclosure by the Executive or (iii) lawfully becomes available to the Executive on a non-confidential basis from a source other than the Company, provided that such source is not known to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information.

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(b) All records of and materials relating to Confidential Information or other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or affiliates before or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or affiliates, as the case may be. Without limiting the foregoing in any way, by signing this Agreement, the Executive also hereby agrees to the Intellectual Property Agreement attached as Exhibit A hereto, which is a part of this Agreement.

(c) Except in the regular course of the Executive’s employment or as the Company may expressly authorize or direct in writing, and subject to Section 11 below, the Executive shall not, during or after the term of this Agreement and the Executive’s employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and the Executive’s employment by the Company the Executive shall not remove from the custody or control of the Company or its subsidiaries or affiliates any records of or any materials relating to Confidential Information or other information and that upon the termination of the term of this Agreement and the Executive’s employment by either party for any or no reason, the Executive shall deliver the same to the Company and its subsidiaries and affiliates, as well as all of their other property of any kind.

(d) The Executive (a) shall not use or disclose to the Company or any of its subsidiaries and affiliates, and has returned, any former employer’s or other person’s or entity’s confidential information (electronic or otherwise); and (b) is not a party to or bound by any confidentiality, non-solicitation, noncompetition or similar agreement, or any order, judgment or other obligation that could restrict the Executive from working for, or furthering the Business (as defined in Section 8 below) of, the Company or any of its subsidiaries and affiliates.

8. Covenants. As consideration for and to induce the employment and continued employment of the Executive by the Company, the Executive agrees to the following additional covenants and obligations, which are reasonable and necessary to protect the goodwill and the value of the Company and its subsidiaries and affiliates and not unduly burdensome, and which all benefit Markel Group, its subsidiaries and affiliates and their predecessors and successors, whether by sale, merger, consolidation or otherwise. The Executive further agrees and acknowledges that, by virtue of the Executive’s senior executive position with the Company, the Executive has and will have Confidential Information, relationships, unique knowledge and competitive advantages with respect to the entire Business, all personnel of the Company, its subsidiaries and affiliates, and all actual and prospective Agents, Producers, and Customers (each as defined below). Except in the regular course of the Executive’s employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during the term of this Agreement and for a period of twelve (12) months immediately following any termination of the term of this Agreement and the Executive’s employment by either party for any or no reason, directly or indirectly, in any executive, managerial, strategic, sales, marketing, research or other competitive capacity:

(a) engage in or assist any other person or entity in engaging in the Business (defined below), perform services involving the Business for any person or entity engaged in the Business, or provide material financial assistance involving the Business to any person or entity engaged in the Business, in each case anywhere in the Territory (defined below), it being understood that the Company, its subsidiaries and affiliates actively conduct and will conduct their businesses throughout the Territory and that such businesses effectively may be engaged in from any location throughout the Territory;

(b) perform services or provide products competitive with the Business for or to, or accept or facilitate the acceptance of orders or instructions competitive with the Business from, any Customer or Prospective Customer (as defined below);


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(c) solicit any Customer or Prospective Customer for the purpose of performing or providing or facilitating the performance or provision of any services or products, or accepting or facilitating the acceptance of orders or instructions, competitive with the Business, seek to have a Customer non-renew any product or service with the Company or any of its subsidiaries or affiliates, or seek to have a Customer move any of its business with the Company or its subsidiaries or affiliates to any other person or entity competitive with the Business;

(d) induce, solicit or attempt to persuade any employee, consultant or other agent of the Company or any of its subsidiaries and affiliates to terminate such person’s or its employment, consultancy or other relationship or association with the Company or any such subsidiary or affiliate in order to enter into any employment, consulting, or other relationship with or perform services for any other person or entity;

(e) induce, solicit or attempt to persuade any supplier, vendor or other person or entity with which the Company or any of its subsidiaries or affiliates engaged in the Business has a business relationship to terminate, restrict or otherwise modify its business relationship with the Company or any such subsidiary or affiliate; or

(f) solicit any Agent or Producer or Prospective Agent or Producer (as defined below) for the purpose of developing relationships whereby such Agent or Producer or Prospective Agent or Producer would source or provide any services or products relating to and competitive with the Business.

(g) The following terms shall have the following definitions for purposes of this Agreement:

(i) “Agent or Producer” means any agent or producer of the Company or any of its subsidiaries or affiliates at any time during the twenty-four (24) month period preceding any termination of the Executive’s employment.

(ii) “Business” means any and all of the following: the placement, brokerage or sale of insurance or reinsurance coverages or surety bonds; providing services related to the insurance, reinsurance or surety bond business; or providing other products and services (including without limitation risk management services) competitive with those products and services provided by the Company or any of its subsidiaries or affiliates.

(iii) “Customer” means any customer of the Company or any of its subsidiaries or affiliates at any time during the twenty-four (24) month period preceding any termination of the Executive’s employment.

(iv) “Prospective Agent or Producer” means any person or entity other than an Agent or Producer with respect to which, at any time during the twelve (12) month period preceding any termination of the Executive’s employment, the Company or any of its subsidiaries or affiliates: (x) sought to develop a relationship whereby such person or entity would source or provide any services or products of any kind in respect of the Business, or (y) acquired or had access to Confidential Information.

(v) “Prospective Customer” means any person or entity other than a Customer with respect to which, at any time during the twelve (12) month period preceding any termination of the Executive’s employment, the Company or any of its subsidiaries or affiliates: (x) submitted or assisted in the submission of a presentation or proposal of any kind in respect of the Business, or (y) acquired or had access to Confidential Information.

(vi) “Territory” means any country in which, as of the date of any termination of the Executive’s employment, the Company or any of its subsidiaries or affiliates engaged in the Business or any part thereof, including without limitation the marketing, distribution, underwriting, negotiation, sale or claims handling
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with respect to any products or services provided by the Company or any of its subsidiaries or affiliates, or in which Customers or Prospective Customers are located or in which risks covered by the Business are located.

(h) Notwithstanding the foregoing, nothing in this Section 8 prohibits the Executive from owning not in excess of two percent (2%) in the aggregate of any class of capital stock or other ownership interests of any company if such stock or other ownership interests are publicly traded and listed on any national or regional stock exchange.

9. Survival of Covenants and Remedies. The agreements made by the Executive in Sections 7 and 8 shall survive any termination of this Agreement and the Executive’s employment. Each such agreement by the Executive shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by the Executive against the Company shall not constitute a defense to the enforcement of the provisions of Section 7 or 8. The Executive acknowledges and agrees that the Company and its subsidiaries and affiliates will sustain irreparable injury in the event of a breach or threatened breach by the Executive of the provisions of Section 7 or 8 and that the Company and its subsidiaries and affiliates do not and will not have any adequate remedy at law for such breach or threatened breach. Accordingly, the Executive agrees that if the Executive breaches or threatens to breach any such covenant or agreement, the Company and its subsidiaries and affiliates shall each be entitled to immediate injunctive relief (without posting a bond or other security). The foregoing shall not, however, be deemed to limit the Company’s or any of its subsidiaries’ or affiliates’ remedies at law or in equity for any such breach or threatened breach.

10. Non-disparagement and Cooperation. Subject to Section 11 below, following termination of the Executive’s employment by either party for any or no reason, the Executive shall:

(a) Refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the Company, any of its subsidiaries or affiliates, or their respective businesses or representatives; and

(b) Cooperate fully with the Company and its subsidiaries and affiliates in transitioning the Executive’s responsibilities as requested by the Company, and cooperate fully in any administrative, investigative, litigation or other legal matter(s) that may arise or have arisen involving the Company or any of its subsidiaries or affiliates and which in any way relate to or involve the Executive’s employment with the Company. The Executive’s obligation to cooperate hereunder shall include, without limitation, meeting and conferring with such persons at such times and in such places as the Company and its subsidiaries and affiliates may reasonably require, and giving truthful evidence and truthful testimony and executing and delivering to the Company and any of its subsidiaries and affiliates any truthful papers reasonably requested by any of them. The Executive shall be reimbursed for reasonable out-of-pocket expenses that the Executive incurs in rendering cooperation after the Executive’s employment termination pursuant to Section 10(b).

The Company shall refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the Executive.

11. No Interference. Nothing in this Agreement prohibits the Executive from confidentially or otherwise (without informing the Company or its subsidiaries or affiliates) communicating or filing a charge or complaint with, participating in an investigation by, or giving truthful testimony or statements to, a governmental agency or regulatory entity (including without limitation communication directly with the U.S. Securities and Exchange Commission about a possible securities law violation), or if properly subpoenaed or otherwise legally required to do so. This Agreement also does not prohibit the Executive from receiving an award (if any) under applicable law for providing truthful information to a governmental agency or regulatory entity. U.S. federal law provides that: (a) an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (1) in confidence to a Federal, State, or local government official (either directly or indirectly) or to an attorney, solely for the purpose of reporting or investigating a suspected
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violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement prohibits, or creates liability for, any such protected conduct.

12. Notices. All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been given, delivered or made when delivered personally or when mailed by registered or certified mail, postage prepaid and return receipt requested, addressed to the Company at its principal office in Richmond, Virginia, and to the Executive at the Executive’s residence as shown upon the employment records of the Company, or to such other address as either party may by notice specify to the other.

13. Modification and Waiver. No provision of this Agreement, including any provision of this Section, may be modified, deleted or amended in any manner except by an agreement in writing executed by the Executive and the Company (subject to Section 16 herein). A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

14. Benefit and Assignment. All of the terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and its subsidiaries, affiliates, successors and assigns and by the Executive and the Executive’s heirs and personal representatives. The Company (or any successor or assign) may assign this Agreement to any subsidiary or affiliate or any person which, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets, stock or business of the Company or of any discrete portion thereof. Any such assignment shall not constitute a termination of the Executive’s employment for purposes of this Agreement or commence the running of any of the time periods set forth in Section 8 above. The Executive may not assign any of the Executive’s rights or obligations under this Agreement.

15. Construction and Venue. This Agreement is executed and delivered in the Commonwealth of Virginia and shall be construed and enforced in accordance with the laws of such state. “Day” as used in this Agreement means a calendar day. THE EXECUTIVE AND THE COMPANY AGREE THAT THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA OR THE CIRCUIT COURT FOR THE COUNTY OF HENRICO, VIRGINIA SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE EXECUTIVE AND THE COMPANY WAIVE ANY OBJECTION TO PERSONAL JURISDICTION OR VENUE IN THOSE COURTS.

16. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. In addition, if, at the time of enforcement of this Agreement, a court holds that any restriction stated in this Agreement is unreasonable or otherwise unenforceable under the circumstances then existing, the parties agree that the maximum restriction reasonable and enforceable under such circumstances shall be substituted for the stated restriction and the restriction shall be so modified and enforced.

17. Headings. The underlined headings provided in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.


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19. Withholding. There shall be withheld from amounts due the Executive under this Agreement such income taxes, contributions and other amounts as may be required to be withheld under applicable law.

20. Section 409A Compliance. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if the Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable to the Executive (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the first business day following the six-month anniversary of the separation from service and (b) the date of Executive’s death. Any reimbursement or advancement payable to the Executive pursuant to this Agreement or otherwise shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive in accordance with the Company’s expense reimbursement policy, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement or otherwise shall not be subject to liquidation or exchange for any other benefit.

21. Recoupment/Clawback Policy. Notwithstanding anything in this Agreement to the contrary, incentive compensation received by the Executive, whether received under this Agreement or otherwise, shall be subject to any recoupment or clawback policy that is adopted by, or applicable to, the Company, the provisions of which shall comply with, and be subject to, and not result in any excess recoupment beyond, any requirement of law or any exchange listing requirement related to a clawback or other recovery of incentive-based compensation, which include rules of the Securities and Exchange Commission and New York Stock Exchange that implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 10D to the Securities Exchange Act of 1934.

22. Entire Agreement. This Agreement (including any appendices and exhibits hereto) is the parties’ entire agreement on these matters and supersedes all other oral or written understandings or agreements between them as to such matters, provided, however, that, subject to Section 11 above, nothing in this Agreement limits, restricts or supersedes any fiduciary, statutory, tort or other non-contractual obligations of the Executive or rights of the Company or any of its subsidiaries or affiliates (including without limitation under any applicable trade secrets laws), or any written Equity Award Agreement with the Executive.


[Signature page follows.]

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THE PARTIES ACKNOWLEDGE BY SIGNING BELOW THAT THEY HAVE READ AND UNDERSTAND THE ABOVE AND INTEND TO BE BOUND THEREBY:

[EXECUTIVE]MARKEL GROUP INC.
                                                                        
                                                                    
Date:
By:
Title:
Date:
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APPENDIX A

As of [Date]

1.Position (Section 1): _________
2.Primary employment location (Section 1): _________
3.Initial term of employment (Section 2): __________
4.Base Salary (Section 3(a)): $_________
5.Target value of annual cash incentive bonus (Section 3(a)): _____% of Base Salary
6.Target value of annual equity incentive award (Section 3(a)): _____% of Base Salary
7.Period for continued payment of Base Salary under Section 6(c)(i)(A) and continued coverage under the Company’s group health plan under Section 6(c)(i)(B): [Twelve][Twenty-four] Months
8.Payment date[s] for lump sum payment[s] under Section 6(c)(ii): Within thirty (30) days following [the first anniversary][each of the first and second anniversaries] of the Executive’s date of employment termination











ACKNOWLEDGED AND AGREED:

[EXECUTIVE]MARKEL GROUP INC.
                                                                        
                                                                    
Date:
By:
Title:
Date:










EXHIBIT AINTELLECTUAL PROPERTY AGREEMENT
As a material part of the consideration for my employment by Markel Group Inc. (“Company”), the compensation that I, __________, shall receive during my employment, and the additional consideration that I will receive pursuant to the Employment Agreement to which this Intellectual Property Agreement (“IP Agreement”) is attached as Exhibit A, I acknowledge and agree that, by my signature on the attached Employment Agreement, I also agree to this IP Agreement’s terms, which are deemed incorporated into and a part of the Employment Agreement:

1.(a) Company owns the sole and exclusive right, title and interest in and to any and all Works (as defined below), including without limitation any and all source code or other intellectual property and further including without limitation all copyrights, trademarks, service marks, trade names, slogans, patents, ideas, designs, concepts and other proprietary rights. Company’s right, title and interest in and to the Works includes without limitation the sole and exclusive right to secure and own copyrights and maintain renewals throughout the world, and the right to modify and create derivative works of or from the Works without any payment of any kind to me. I agree that the Works shall be "work made for hire" as that term is defined in the copyright laws of the United States, and not works of joint ownership. To the extent that any of the Works is determined not to constitute work made for hire, or if any rights in any of the Works do not accrue to Company as a work made for hire, my signature on the Employment Agreement constitutes an assignment (without any further consideration) to Company of any and all of my respective copyrights and other rights, title and interest in and to all Works. I will disclose promptly to Company all Works, whether or not they are patentable, copyrightable or subject to trade secret protection.

(b) I will provide any assistance reasonably requested by Company to obtain United States and foreign letters patent and copyright registrations covering inventions, original works of authorship and other Works belonging or assigned hereunder to Company. I will execute any transfers of ownership of letters patent or assignments of copyrights or other proprietary rights transferred or assigned hereunder (including without limitation short form assignments intended for recording with the U.S. Copyright Office, the U.S. Patent and Trademark Office, or any other person or entity). I understand that my obligations under this Section 1(b) shall survive any termination of this IP Agreement or of my employment by Company in perpetuity, provided that Company will compensate me at a reasonable rate for time actually spent performing such obligations at Company’s request after any such termination. If Company is unable for any reason whatsoever, including my mental or physical incapacity, to secure my signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations or on any document transferring or assigning any patent, copyright or other proprietary right that I am obligated hereunder to transfer or assign, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and on
my behalf and in my stead to execute and file any such applications and documents and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations or transfers or assignments thereof or of any other proprietary rights with the same legal force and effect as if executed by me. This appointment is coupled with an interest in and to the inventions, works of authorship, trade secrets and other Works to which any proprietary rights may apply and shall survive my death or disability.

(c) As used in this IP Agreement, “Works” means (i) any inventions, developments, improvements, trade secrets, ideas or original works of authorship that I conceive, create, develop, discover, make, acquire or reduce to practice in whole or in part, either solely or jointly with another or others, during or pursuant to the course of my employment by Company and that relate to Company or any of its subsidiaries or affiliates or their respective businesses, or to Company’s or any of its subsidiaries’ or affiliates’ actual or demonstrably anticipated research or development, (ii) any inventions, developments, improvements, trade secrets, ideas or original works of authorship that I conceive, create, develop, discover, make, acquire or reduce to practice in whole or in part, either solely or jointly with another or others, during or pursuant to the course of my employment by Company and that are made through the use of any of Company’s or any of its subsidiaries’ or affiliates’ equipment, facilities, supplies, trade secrets or time, or that result from any work performed for Company or any of its subsidiaries or affiliates, and (iii) any part or aspect of any of the foregoing.

2. I have been notified by Company, and understand, that the foregoing provisions of Section 1 do not apply to an invention for which no equipment, supplies, facilities or trade secret information of Company or any of its subsidiaries or affiliates was used and which was developed entirely on my own time, unless: (a) the invention relates (i) to the business of Company or any of its subsidiaries or affiliates or (ii) to Company’s or any of its subsidiaries’ or affiliates’ actual or demonstrably anticipated research and development, or (b) the invention results from any work performed by me for Company or any of its subsidiaries or affiliates. I have listed and described on an attached page all inventions of my own to which I claim Section 1 does not apply. If no such page is attached and signed by me and an authorized Company representative, no such inventions exist.





EXHIBIT BCONFIDENTIAL GENERAL RELEASE

In accordance with the Employment Agreement between Markel Group Inc. (“Markel Group” or the “Company”) and __________ (the “Executive”) dated as of ____ __, 20__ (the “Employment Agreement”), and as a precondition to the receipt of certain benefits set forth in the Employment Agreement and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive agree to this Confidential General Release (“Release”) as follows:

1. Release of All Claims. Except as set forth in Section 2 below, the Executive, and anyone claiming through the Executive or on the Executive’s behalf, hereby waive and release the Company and the other Released Parties (defined in Section 3, below) with respect to any and all claims, whether currently known or unknown, that the Executive now has or has ever had against the Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which the Executive signs this Release. Without limiting the generality of the foregoing, the claims waived and released by the Executive hereunder include, but are not limited to:

(a) all claims arising out of or related in any way to the Executive’s employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all claims for any compensation payments, bonus, severance pay, equity, or any other compensation or benefit, and all claims arising under the Employment Agreement;

(b) all claims that were or could have been asserted by the Executive or on the Executive’s behalf: (i) in any federal, state, or local court, commission, or agency; or (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract, tort or other common law claim of any kind); and

(c) all claims that were or could have been asserted by the Executive or on the Executive’s behalf under: (i) the Age Discrimination in Employment Act (“ADEA”), as amended; and (ii) any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Executive Retirement Income Security Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, New Jersey Civil Rights Act, New Jersey Family Leave Act, and the Virginia Labor and Employment code, Title 40.1.

2. Exclusions. Notwithstanding the foregoing, the releases and waivers in Section 1 shall not apply to any or all of the following: (a) any claim for unemployment benefits or workers’ compensation, (b) any claim to be paid in full all wages, salary, and compensation earned as of the date of termination; (c) any claim for reimbursement of business expenses incurred in the course of Executive’s employment by the Company and in accordance with the Company’s business expense reimbursement policy; (d) accrued and vested benefit rights as of the date of termination; (e) any right to indemnification that the Executive may have under the Company’s bylaws or applicable law; (f) any claim for amounts or benefits under Section [__]1 of the Employment Agreement; or (g) any claim that by law is non-waivable.

3. Released Parties. The term “Released Parties” as used in this Release includes: (a) the Company and its past and present divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); and (b) the past and present owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors, and assigns of each entity listed in subparts (a) and (b) above.


1 The pertinent severance provision will be inserted before this release is executed.



4. No Other Actions or Claims. The Executive represents and warrants that: (a) the Executive has not filed or initiated any legal or other proceedings against any of the Released Parties (provided, however, that the Executive need not disclose to the Company, and the foregoing representation and warranty in this subpart (a) does not apply to, conduct or matters described in Section 11 of the Employment Agreement; (b) no such proceedings have been initiated against any of the Released Parties on the Executive’s behalf; (c) the Executive is the sole owner of the claims that are released in Section 1 above; (d) none of these claims has been transferred or assigned or caused to be transferred or assigned to any other person, firm or other legal entity; and (e) the Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Release.

5. No Admission. Nothing in this Release is intended to or shall be construed as an admission by the Company or any of the other Released Parties that any of them violated any law, interfered with any right, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to the Executive or otherwise. The Company and the other Released Parties expressly deny any such illegal or wrongful conduct.

6. ACKNOWLEDGMENTS. THE Executive ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT: (a) THE Executive HAS READ AND UNDERSTANDS THE TERMS AND EFFECT OF THIS RELEASE; (b) THE Executive RELEASES AND WAIVES CLAIMS UNDER THIS RELEASE KNOWINGLY AND VOLUNTARILY, IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH the executive ALREADY IS ENTITLED; (c) THE EXECUTIVE HEREBY IS AND HAS BEEN ADVISED TO HAVE THE Executive’S ATTORNEY REVIEW THIS RELEASE (AT THE EXECUTIVE’S COST) BEFORE SIGNING IT; (d) THE EXECUTIVE HAS TWENTY-ONE (21) DAYS IN WHICH TO CONSIDER WHETHER TO EXECUTE THIS RELEASE; AND (e) WITHIN SEVEN (7) DAYS AFTER THE DATE ON WHICH THE EXECUTIVE SIGNS THIS RELEASE, THE EXECUTIVE MAY, AT THE EXECUTIVE’S SOLE OPTION, REVOKE THE RELEASE UPON WRITTEN NOTICE TO THE CHIEF LEGAL OFFICER of the company, AND THE RELEASE WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS SEVEN-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT ANY REVOCATION BY THE EXECUTIVE. IF THE EXECUTIVE REVOKES THIS RELEASE, IT SHALL BE NULL AND VOID.

7. Other Agreements; Amendments. Nothing in this Release modifies, limits or restricts Executive’s continuing obligations under the Employment Agreement (including without limitation Sections 7 and 8 thereof), any Equity Award Agreements (as defined in the Employment Agreement), and any other agreements involving the Company to which Executive is a party (collectively, the “Other Agreements”). All such obligations remain in full force and effect in accordance with their respective terms, and Executive hereby reaffirms the Executive’s commitment to comply in full with all such obligations including without limitation Sections 7, 8, 9, 10, 11, 13, 14, 15, 16, 17 and 21 of the Employment Agreement. This Agreement may only be amended in a writing signed by all parties.

8. Assignment. This Release is enforceable by the Company and its affiliates and may be assigned or transferred by the Company to, and shall be binding upon and inure to the benefit of, any parent, subsidiary, or other affiliate of the Company or any person which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets, stock or business of the Company or of any division thereof. The Executive may not assign any of the Executive’s rights or obligations under this Release.

9. Construction and Venue. This Release is executed and delivered in the Commonwealth of Virginia and shall be construed and enforced in accordance with the laws of such state. “Day” as used in this Release means a calendar day. THE EXECUTIVE AND THE COMPANY AGREE THAT THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA OR THE CIRCUIT COURT FOR THE COUNTY OF HENRICO, VIRGINIA SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THIS RELEASE.

10. Severability. Whenever possible, each provision of this Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Release is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Release.

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11. Counterparts. This Release may be executed in two counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.

THE PARTIES STATE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND KNOWINGLY AND VOLUNTARILY INTEND TO BE BOUND THERETO:

[EXECUTIVE]MARKEL GROUP INC.
                                                                        
                                                                    
Date:
By:
Title:
Date:




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Exhibit 31.1


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)
I, Thomas S. Gayner, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Markel Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
August 2, 2023/s/ Thomas S. Gayner
Thomas S. Gayner
Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2


CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)
I, Teresa S. Gendron, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Markel Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 2, 2023/s/ Teresa S. Gendron
Teresa S. Gendron
Chief Financial Officer
(Principal Financial Officer)



Exhibit 32.1


CERTIFICATION
FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Markel Group Inc. (the "Company") on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 2, 2023/s/ Thomas S. Gayner
Thomas S. Gayner
Chief Executive Officer
(Principal Executive Officer)
/s/ Teresa S. Gendron
Teresa S. Gendron
Chief Financial Officer
(Principal Financial Officer)