UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended ~~September~~June 30, ~~2016~~2017



¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______

Commission File Number: 001-15811

MARKEL CORPORATION

(Exact name of registrant as specified in its charter)



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

4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148

(Address of principal executive offices)

(Zip Code)

(804) 747-0136

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated ~~filer"~~filer," "smaller reporting company," and ~~"smaller reporting~~"emerging growth company" in Rule 12b-2 of the Exchange Act.

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 ~~October 25, 2016: 13,991,499~~July 19, 2017: 13,911,416

Markel Corporation

Form 10-Q

Index




		Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets—~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016	3

	Consolidated Statements of Income and Comprehensive ~~Income (Loss)—~~Income—Quarters and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	4

	Consolidated Statements of Changes in Equity—~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	5

	Condensed Consolidated Statements of Cash Flows—~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29

	Critical Accounting Estimates	2931

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4644

Item 4.	Controls and Procedures	4745

Safe Harbor and Cautionary Statement		4846

PART II. OTHER INFORMATION

Item ~~1A.~~1.	~~Risk Factors~~Legal Proceedings	5048

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 5.	Other Information	49

Item 6.	Exhibits	5049

Signatures		5150

Exhibit Index		5251

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MARKEL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(dollars in thousands)


	September 30, 2016		December 31, 2015		June 30, 2017			December 31, 2016
	(unaudited)				(unaudited)
ASSETS
Investments, available-for-sale, at estimated fair value:
Fixed maturities (amortized cost of $9,563,157 in 2016 and $9,038,158 in 2015)	$	10,318,487	$	9,394,468
Equity securities (cost of $2,424,757 in 2016 and $2,208,834 in 2015)	4,510,427		4,074,475
Fixed maturities (amortized cost of $9,669,656 in 2017 and $9,591,734 in 2016)					$	10,053,492		$	9,891,510
Equity securities (cost of $2,653,010 in 2017 and $2,481,448 in 2016)					5,340,827			4,745,841
Short-term investments (estimated fair value approximates cost)	1,989,305		1,642,261		1,704,416			2,336,151
Total Investments	16,818,219		15,111,204		17,098,735			16,973,502
Cash and cash equivalents	2,156,398		2,630,009		2,315,212			1,738,747
Restricted cash and cash equivalents	383,971		440,132		271,031			346,417
Receivables	1,312,685		1,113,703		1,589,444			1,241,649
Reinsurance recoverable on unpaid losses	2,041,928		2,016,665		2,007,652			2,006,945
Reinsurance recoverable on paid losses	62,254		50,123		53,128			64,892
Deferred policy acquisition costs	409,195		352,756		489,836			392,410
Prepaid reinsurance premiums	354,186		322,362		344,639			299,923
Goodwill	1,165,892		1,167,844		1,216,403			1,142,248
Intangible assets	733,415		792,372		806,585			722,542
Other assets	965,502		941,945		1,010,676			946,024
Total Assets	$	26,403,645	$	24,939,115	$	27,203,341		$	25,875,299
LIABILITIES AND EQUITY
Unpaid losses and loss adjustment expenses	$	10,258,290	$	10,251,953	$	10,312,695		$	10,115,662
Life and annuity benefits	1,155,672		1,123,275		1,061,298			1,049,654
Unearned premiums	2,474,277		2,166,105		2,712,597			2,263,838
Payables to insurance and reinsurance companies	256,793		224,921		259,801			231,327
Senior long-term debt and other debt (estimated fair value of $2,847,000 in 2016 and $2,403,000 in 2015)	2,589,350		2,239,271
Senior long-term debt and other debt (estimated fair value of $2,712,000 in 2017 and $2,721,000 in 2016)					2,485,671			2,574,529
Other liabilities	1,064,328		1,030,023		1,332,072			1,099,200
Total Liabilities	17,798,710		17,035,548		18,164,134			17,334,210
Redeemable noncontrolling interests	70,660		62,958		86,691			73,678
Commitments and contingencies
Shareholders' equity:
Common stock	3,365,750		3,342,357		3,376,230			3,368,666
Retained earnings	3,433,891		3,137,285		3,666,246			3,526,395
Accumulated other comprehensive income	1,727,642		1,354,508		1,911,933			1,565,866
Total Shareholders' Equity	8,527,283		7,834,150		8,954,409			8,460,927
Noncontrolling interests	6,992		6,459		(1,893		)	6,484
Total Equity	8,534,275		7,840,609		8,952,516			8,467,411
Total Liabilities and Equity	$	26,403,645	$	24,939,115	$	27,203,341		$	25,875,299

See accompanying notes to consolidated financial statements.

MARKEL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income and Comprehensive Income ~~(Loss)~~

(Unaudited)


	Quarter Ended September 30,						Nine Months Ended September 30,						Quarter Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(dollars in thousands, except per share data)												(dollars in thousands, except per share data)
OPERATING REVENUES
Earned premiums	$	974,244		$	963,675		$	2,882,789		$	2,864,882		$	1,033,574		$	950,859		$	2,016,176		$	1,908,545
Net investment income	93,147			87,060			279,437			270,521			99,299			94,996			199,667			186,290
Net realized investment gains (losses):
Net realized investment gains:
Other-than-temporary impairment losses	—			(18,281		)	(12,080		)	(23,373		)	(604		)	(3,675		)	(3,817		)	(12,080		)
Net realized investment gains, excluding other-than-temporary impairment losses	27,416			3,574			77,916			20,342			18,231			20,916			42,309			50,500
Net realized investment gains (losses)	27,416			(14,707		)	65,836			(3,031		)
Net realized investment gains													17,627			17,241			38,492			38,420
Other revenues	336,475			306,736			955,339			817,151			330,993			312,841			638,909			618,864
Total Operating Revenues	1,431,282			1,342,764			4,183,401			3,949,523			1,481,493			1,375,937			2,893,244			2,752,119
OPERATING EXPENSES
Losses and loss adjustment expenses	579,405			484,737			1,564,925			1,467,926			522,978			511,556			1,134,697			985,520
Underwriting, acquisition and insurance expenses	372,521			365,619			1,112,789			1,085,956			400,035			375,580			773,266			740,268
Amortization of intangible assets	17,010			18,914			51,474			50,503			18,026			17,204			34,796			34,464
Other expenses	309,713			290,749			862,715			763,986			299,112			277,909			581,697			553,002
Total Operating Expenses	1,278,649			1,160,019			3,591,903			3,368,371			1,240,151			1,182,249			2,524,456			2,313,254
Operating Income	152,633			182,745			591,498			581,152			241,342			193,688			368,788			438,865
Interest expense	33,152			30,064			97,690			88,664			31,797			33,697			65,199			64,538
Loss on early extinguishment of debt	—			—			44,100			—			—			44,100			—			44,100
Income Before Income Taxes	119,481			152,681			449,708			492,488			209,545			115,891			303,589			330,227
Income tax expense	36,060			48,271			121,968			101,619			58,118			35,218			81,122			85,908
Net Income	83,421			104,410			327,740			390,869			151,427			80,673			222,467			244,319
Net income (loss) attributable to noncontrolling interests	(375		)	1,891			4,777			5,989
Net income attributable to noncontrolling interests													1,767			1,876			2,938			5,152
Net Income to Shareholders	$	83,796		$	102,519		$	322,963		$	384,880		$	149,660		$	78,797		$	219,529		$	239,167

OTHER COMPREHENSIVE INCOME (LOSS)
OTHER COMPREHENSIVE INCOME
Change in net unrealized gains on investments, net of taxes:
Net holding gains (losses) arising during the period	$	23,098		$	(149,266	)	$	411,394		$	(258,386	)
Net holding gains arising during the period													$	190,069		$	149,406		$	350,349		$	388,296
Change in unrealized other-than-temporary impairment losses on fixed maturities arising during the period	(17		)	(8		)	(40		)	111			—			44			—			(23		)
Reclassification adjustments for net gains (losses) included in net income	(9,758		)	6,000			(33,308		)	(8,037		)
Reclassification adjustments for net gains included in net income													(222		)	(10,567		)	(9,391		)	(23,550		)
Change in net unrealized gains on investments, net of taxes	13,323			(143,274		)	378,046			(266,312		)	189,847			138,883			340,958			364,723
Change in foreign currency translation adjustments, net of taxes	(8,349		)	(10,854		)	(6,141		)	(22,283		)	1,962			(8,121		)	3,507			2,208
Change in net actuarial pension loss, net of taxes	390			475			1,247			1,407			902			394			1,618			857
Total Other Comprehensive Income (Loss)	5,364			(153,653		)	373,152			(287,188		)
Comprehensive Income (Loss)	88,785			(49,243		)	700,892			103,681
Comprehensive income (loss) attributable to noncontrolling interests	(376		)	1,900			4,795			5,942
Comprehensive Income (Loss) to Shareholders	$	89,161		$	(51,143	)	$	696,097		$	97,739
Total Other Comprehensive Income													192,711			131,156			346,083			367,788
Comprehensive Income													344,138			211,829			568,550			612,107
Comprehensive income attributable to noncontrolling interests													1,781			1,887			2,954			5,171
Comprehensive Income to Shareholders													$	342,357		$	209,942		$	565,596		$	606,936

NET INCOME PER SHARE
Basic	$	5.62		$	7.43		$	22.27		$	27.76		$	10.34		$	5.44		$	14.25		$	16.65
Diluted	$	5.60		$	7.39		$	22.16		$	27.60		$	10.31		$	5.41		$	14.20		$	16.55

See accompanying notes to consolidated financial statements.

MARKEL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

(Unaudited)


(in thousands)	Common Shares		Common Stock			Retained Earnings			Accumulated Other Comprehensive Income			Total Shareholders' Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests			Common Shares		Common Stock			Retained Earnings			Accumulated Other Comprehensive Income		Total Shareholders' Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests
December 31, 2014	13,962		$	3,308,395		$	2,581,866		$	1,704,557		$	7,594,818		$	7,184		$	7,602,002		$	61,048
Net income						384,880			—			384,880			745			385,625			5,244
Other comprehensive loss						—			(287,141		)	(287,141		)	—			(287,141		)	(47		)
Comprehensive Income												97,739			745			98,484			5,197
Issuance of common stock	20		3,971			—			—			3,971			—			3,971			—
Repurchase of common stock	(32	)	—			(27,262		)	—			(27,262		)	—			(27,262		)	—
Restricted stock units expensed	—		19,983			—			—			19,983			—			19,983			—
Adjustment of redeemable noncontrolling interests	—		—			3,091			—			3,091			—			3,091			(3,091		)
Purchase of noncontrolling interest	—		(1,447		)	—			—			(1,447		)	—			(1,447		)	(8,224		)
Other	—		4,306			31			—			4,337			348			4,685			(4,346		)
September 30, 2015	13,950		$	3,335,208		$	2,942,606		$	1,417,416		$	7,695,230		$	8,277		$	7,703,507		$	50,584

December 31, 2015	13,959		$	3,342,357		$	3,137,285		$	1,354,508		$	7,834,150		$	6,459		$	7,840,609		$	62,958		13,959		$	3,342,357		$	3,137,285		$	1,354,508	$	7,834,150		$	6,459		$	7,840,609		$	62,958
Net income						322,963			—			322,963			605			323,568			4,172								239,167			—		239,167			790			239,957			4,362
Other comprehensive income						—			373,134			373,134			—			373,134			18								—			367,769		367,769			—			367,769			19
Comprehensive Income												696,097			605			696,702			4,190													606,936			790			607,726			4,381
Issuance of common stock	48		4,531			—			—			4,531			—			4,531			—			48		4,101			—			—		4,101			—			4,101			—
Repurchase of common stock	(16	)	—			(15,503		)	—			(15,503		)	—			(15,503		)	—			(16	)	—			(15,206		)	—		(15,206		)	—			(15,206		)	—
Restricted stock units expensed	—		18,512			—			—			18,512			—			18,512			—			—		13,473			—			—		13,473			—			13,473			—
Adjustment of redeemable noncontrolling interests	—		—			(10,909		)	—			(10,909		)	—			(10,909		)	10,909			—		—			(5,981		)	—		(5,981		)	—			(5,981		)	5,981
Purchase of noncontrolling interest	—		350			—			—			350			—			350			(3,517		)	—		899			—			—		899			—			899			(3,977		)
Other	—		—			55			—			55			(72		)	(17		)	(3,880		)	—		—			(3		)	—		(3		)	(45		)	(48		)	(3,142		)
September 30, 2016	13,991		$	3,365,750		$	3,433,891		$	1,727,642		$	8,527,283		$	6,992		$	8,534,275		$	70,660
June 30, 2016																								13,991		$	3,360,830		$	3,355,262		$	1,722,277	$	8,438,369		$	7,204		$	8,445,573		$	66,201

December 31, 2016																								13,955		$	3,368,666		$	3,526,395		$	1,565,866	$	8,460,927		$	6,484		$	8,467,411		$	73,678
Net income (loss)																													219,529			—		219,529			(307		)	219,222			3,245
Other comprehensive income																													—			346,067		346,067			—			346,067			16
Comprehensive Income (Loss)																																		565,596			(307		)	565,289			3,261
Issuance of common stock																								24		359			—			—		359			—			359			—
Repurchase of common stock																								(61	)	—			(59,194		)	—		(59,194		)	—			(59,194		)	—
Restricted stock units expensed																								—		10,568			—			—		10,568			—			10,568			—
Adjustment of redeemable noncontrolling interests																								—		—			(20,284		)	—		(20,284		)	—			(20,284		)	20,284
Purchase of noncontrolling interest																								—		(2,910		)	—			—		(2,910		)	(8,109		)	(11,019		)	(6,179		)
Other																								—		(453		)	(200		)	—		(653		)	39			(614		)	(4,353		)
June 30, 2017																								13,918		$	3,376,230		$	3,666,246		$	1,911,933	$	8,954,409		$	(1,893	)	$	8,952,516		$	86,691

See accompanying notes to consolidated financial statements.

MARKEL CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2016			2015			2017			2016
	(dollars in thousands)						(dollars in thousands)
OPERATING ACTIVITIES
Net income	$	327,740		$	390,869		$	222,467		$	244,319
Adjustments to reconcile net income to net cash provided by operating activities	(3,383		)	159,516			15,478			(174,105		)
Net Cash Provided By Operating Activities	324,357			550,385			237,945			70,214
INVESTING ACTIVITIES
Proceeds from sales of fixed maturities and equity securities	330,110			211,479			262,518			226,492
Proceeds from maturities, calls and prepayments of fixed maturities	734,010			1,162,500			676,023			471,907
Cost of fixed maturities and equity securities purchased	(1,728,396		)	(928,601		)	(939,314		)	(1,324,755		)
Net change in short-term investments	(340,742		)	(687,673		)	677,968			(348,335		)
Proceeds from sales of equity method investments	9,325			22,204			2,881			6,479
Cost of equity method investments	(4,226		)	(21,464		)
Change in restricted cash and cash equivalents	61,071			136,203
Additions to property and equipment	(49,565		)	(62,055		)	(35,578		)	(34,634		)
Acquisitions, net of cash acquired	(5,762		)	—			(202,033		)	(5,762		)
Other	(392		)	(761		)	(5,689		)	(1,731		)
Net Cash Used By Investing Activities	(994,567		)	(168,168		)
Net Cash Provided (Used) By Investing Activities							436,776			(1,010,339		)
FINANCING ACTIVITIES
Additions to senior long-term debt and other debt	553,537			49,771			29,898			533,235
Repayment of senior long-term debt and other debt	(260,086		)	(55,743		)	(139,564		)	(228,836		)
Premiums and fees related to early extinguishment of debt	(43,691		)	—			—			(43,691		)
Repurchases of common stock	(15,503		)	(27,262		)	(59,194		)	(15,206		)
Issuance of common stock	4,531			3,971			359			4,101
Payment of contingent consideration	(14,219		)	(9,263		)
Purchase of noncontrolling interests	(3,167		)	(12,474		)	(18,068		)	(3,078		)
Distributions to noncontrolling interests	(3,931		)	(3,724		)	(4,345		)	(3,187		)
Other	(14,478		)	(1,957		)	(7,705		)	(13,428		)
Net Cash Provided (Used) By Financing Activities	202,993			(56,681		)	(198,619		)	229,910
Effect of foreign currency rate changes on cash and cash equivalents	(6,394		)	(24,504		)
Increase (decrease) in cash and cash equivalents	(473,611		)	301,032
Cash and cash equivalents at beginning of period	2,630,009			1,960,169
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,156,398		$	2,261,201
Effect of foreign currency rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents							24,977			1,912
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents							501,079			(708,303		)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period							2,085,164			3,070,141
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD							$	2,586,243		$	2,361,838

See accompanying notes to consolidated financial statements.

MARKEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ~~Summary~~Basis of ~~Significant Accounting Policies~~Presentation

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

The consolidated balance sheet as of ~~September~~June 30, ~~2016,~~2017, the related consolidated statements of income and comprehensive income ~~(loss)~~ for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, and the consolidated statements of changes in equity and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 are unaudited. In the opinion of management, all adjustments necessary for fair presentation of such consolidated financial statements have been included. Such adjustments consist only of normal, recurring items. Interim results are not necessarily indicative of results of operations for the entire year. The consolidated balance sheet as of December 31, ~~2015~~2016 was derived from Markel Corporation's audited annual consolidated financial statements.

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of Markel Corporation and its consolidated subsidiaries, as well as any 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. Certain prior year amounts have been reclassified to conform to the current presentation.

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

The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company's annual consolidated financial statements and notes. ~~In addition to the policies set forth below, readers~~Readers are urged to review the Company's ~~2015~~2016 Annual Report on Form 10-K for a more complete description of the Company's business and accounting policies.

~~b) Variable Interest Entities.~~ ~~The Company determines whether it has relationships with entities defined as VIEs in accordance with Accounting Standards Codification (ASC) Topic 810,~~ ~~Consolidation. Under this guidance, a VIE is consolidated by the variable interest holder that is determined to be the primary beneficiary.~~

An entity in which the Company holds a variable interest is a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) as a group, the holders of equity investment at risk lack either the direct or indirect ability through voting rights or similar rights to make decisions about an entity's activities that most significantly impact the entity’s economic performance or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some investors are disproportionate to their obligation to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity's activities either involve or are conducted on behalf of an investor with disproportionately few voting rights.

The primary beneficiary is defined as the variable interest holder that is determined to have the controlling financial interest as a result of having both (a) the power to direct the activities of a VIE that most significantly impact the economic performance of the VIE and (b) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company determines whether an entity is a VIE at the inception of our variable interest in the entity and upon the occurrence of certain reconsideration events. The Company continually reassesses whether it is the primary beneficiary of VIEs in which it holds a variable interest.

~~c) Revenue Recognition.~~

~~Investment Management and Performance Fees~~

Investment management fee income is recognized over the period in which investment management services are provided and is calculated and billed monthly based on the net asset value of the accounts managed. Performance fee arrangements entitle the Company to participate, on a fixed-percentage basis, in any net income generated in excess of an agreed-upon threshold as established by the underlying investment management agreements. In general, net income is calculated at the end of each calendar year and performance fees are payable annually. Following the preferred method identified in the ASC Topic 605, ~~Revenue Recognition, such performance fee income is recorded at the conclusion of the contractual performance period, when all contingencies are resolved.~~

2. Recent Accounting Pronouncements

Effective ~~January 1,~~for the year ended December 31, 2016, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. ~~2015-02,~~2015-09, ~~Consolidation~~Financial Services-Insurance (Topic ~~810)~~944): ~~Amendments to the Consolidation Analysis~~Disclosures about Short-Duration Contracts, which ~~changes~~requires significant new disclosures for insurers relating to short-duration insurance contract claims and the ~~way reporting enterprises evaluate whether (a) they should consolidate limited partnerships~~unpaid claims liability rollforward for long and ~~similar entities, (b) fees paid to~~short-duration contracts on both an annual and interim basis. Interim period disclosures required by ASU No. 2015-09 include a ~~decision maker or service provider are variable interests~~tabular rollforward and related qualitative information for the liability for unpaid losses and loss adjustment expenses. The interim disclosures were required beginning in ~~a VIE,~~the first quarter of 2017 and ~~(c) variable interests~~have been included in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The ASU also significantly changes how to evaluate voting rights for entities that are not similar to limited partnerships when determining whether the entity is a VIE, which may affect entities for which the decision making rights are conveyed through a contractual arrangement. The adoption of this guidance did not result in any changes to our previous consolidation conclusions.note 7.

Effective January 1, ~~2016,~~2017, the Company early adopted ~~FASB~~ ASU No. ~~2015-03,~~2016-15, ~~Interest-Imputation~~Statement of ~~Interest (Subtopic 835-30)~~Cash Flows (Topic 230): ~~Simplifying~~Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the ~~Presentation~~statement of ~~Debt Issuance Costs~~.cash flows. Some of the topics covered by the ASU ~~No. 2015-03 requires that debt issuance costs related to a recognized debt liability be presented on~~include the ~~balance sheet as a direct deduction from the debt liability, similar to the presentation~~classification of debt ~~discounts. The cost of issuing debt is no longer recorded as~~prepayment and extinguishment costs, contingent consideration payments made after a separate asset on the balance sheet. The amortization of debt issuance costs continues to be included in interest expense. ASU No. 2015-03 was applied retrospectively to all periods presented. As a result, debt issuance costs totaling $2.2 million ~~were reclassified~~business combination and distributions from ~~other assets to senior long-term debt and other debt as of December 31, 2015. The~~equity method investees. Upon adoption of this ASU, the Company made an accounting policy election to use the cumulative earnings approach for presenting distributions received from equity method investees, which is consistent with its existing approach. Under this approach, distributions up to the amount of cumulative equity in earnings recognized will be treated as returns on investment and presented in operating activities and those in excess of that amount will be treated as returns of investment and presented in financing activities. The provisions of ASU No. 2016-15 were adopted on a retrospective basis and did not ~~have an~~ impact on the Company's financial position, results of operations or cash flows.

Effective January 1, ~~2016,~~2017, the Company early adopted ~~FASB~~ ASU No. ~~2015-05,~~ 2016-18,~~Intangibles-Goodwill~~ Statement of Cash Flows (Topic 230): Restricted Cash. The ASU requires that amounts generally described as restricted cash and ~~Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting~~restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company previously presented changes in restricted cash and restricted cash equivalents on the statements of cash flows as an investing activity. The Company generally describes amounts held in trust or on deposit to support underwriting activities as well as amounts pledged as security for ~~Fees Paid in~~letters of credit as restricted cash or restricted cash equivalents. The provisions of ASU No. 2016-18 were adopted on a ~~Cloud Computing Arrangement, which clarifies that software licenses contained in~~retrospective basis and did not impact the Company's financial position, results of operations or total comprehensive income. As a ~~cloud computing arrangement should be capitalized if the customer has the right to take possession~~result of ~~the software and the ability to run the software outside of the cloud computing arrangement. The~~ adoption of this ASU, investing cash inflows of $90.0 million attributed to the change in restricted cash for the six months ended June 30, 2016 were reclassified out of investing activities. The Company's statements of cash flows now include restricted cash and restricted cash equivalents in the beginning-of-period and end-of-period total amounts for cash, cash equivalents, restricted cash and restricted cash equivalents.

Effective January 1, 2017, the Company early adopted ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The ASUchanges the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance provides a screen to determine when a set of assets and activities is not a business. The provisions of ASU No. 2017-01 were adopted on a prospective basis and did not have an impact on the Company's financial position, results of operations or cash flows.

Effective January 1, ~~2016,~~2017, the Company early adopted ~~FASB~~ ASU No. ~~2015-16,~~2017-04, ~~Business Combinations~~Intangibles - Goodwill and Other (Topic ~~805)~~350): Simplifying the ~~Accounting~~Test for ~~Measurement-Period Adjustments~~Goodwill Impairment. The ASU eliminates Step 2 of the goodwill impairment test, which is performed by estimating the fair value of individual assets and liabilities of the reporting unit to calculate the implied fair value of goodwill. Instead, an entity will record a goodwill impairment charge based on the excess of a reporting unit's carrying value over its estimated fair value, not to exceed the carrying amount of goodwill. The provisions of ASU No. ~~2015-16 eliminates the requirement to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after~~2017-04 were adopted on a ~~business combination is consummated. The adoption of this ASU~~prospective basis and did not have an impact on the Company's financial position, results of operations or cash ~~flows and will be applied on a prospective basis, as applicable.~~

~~During the second quarter of 2016, the Company early adopted FASB ASU No. 2016-09,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~, which changes several aspects of the accounting for share-based payment award transactions. Under the new guidance, all excess tax benefits or deficiencies associated with share-based payment award transactions are required to be recognized as an income tax benefit or expense in net income when the awards vest or are settled, with the corresponding cash flows recognized as an operating activity in the statement of cash flows. Excess tax benefits and deficiencies are no longer recognized in additional paid-in-capital. The new guidance also allows an employer to repurchase more of an employee's shares for tax witholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur, rather than estimating forfeitures upon issuance of the award. Upon adoption of ASU No. 2016-09, the Company elected to account for forfeitures as they occur, which had no impact on the consolidated financial statements. The provisions of ASU No. 2016-09 were adopted as of January 1, 2016 on a prospective basis and did not have a material impact on the Company's financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which creates a new comprehensive revenue recognition standard that will serve as a single source of revenue guidance for all companies in all industries. The guidance applies to all companies that either enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards, such as insurance contracts. ASU No. 2014-09's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ~~In August 2015, the FASB issued ASU No. 2015-14,~~ ~~Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date~~, which deferred the original effective date of ASU No. 2014-09 by one year. As a result, ASU No. 2014-09 becomes effective for the Company during the first quarter of 2018 and may be applied retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. Early application is permitted, but not before the first quarter of 2017. ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ~~and~~ ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers were all issued in ~~March, April and May~~ 2016 ~~respectively,~~ as amendments to ASU No. 2014-09. These amendments will be evaluated and adopted in conjunction with ASU No. 2014-09. ~~The Company is currently evaluating~~ ASU No. 2014-09 and the related amendments, to determine the potential impact that adopting this standard will have on its consolidated financial statements. Adoption of this ASU is not expected to have a material impact on the Company's insurance operations, but may have a material impact on the Company's non-insurance operations.

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

~~In July 2015, the FASB issued ASU No. 2015-11,~~ ~~Inventory (Topic 330): Simplifying the Measurement of Inventory~~. The ASU changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value and eliminates the requirement to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. ASU No. 2015-11 becomes effective for the Company during the first quarter of ~~2017~~2018 and will be applied ~~prospectively. Adoption~~using the modified retrospective method, whereby the cumulative effect of adoption will be recognized as an adjustment to retained earnings at the date of initial application. The adoption of this ASU will not impact the Company's insurance premium revenues or revenues from its investment portfolio, which totaled 77% of consolidated revenues for the year ended December 31, 2016, but may have an impact the Company's other revenues, which are primarily attributable to its non-insurance operations. The Company has completed an inventory of these revenue streams, which are comprised of a diverse portfolio of contracts across various industries, and has preliminarily concluded that over 80% of the Company's other revenues for the year ended December 31, 2016 will not be impacted by adoption of this ASU. The Company is ~~not expected to have a material~~still evaluating the impact, if any, on the ~~Company's~~remaining 20% of its other revenues for the year ended December 31, 2016. The Company also expects to provide additional disclosures in the notes to financial ~~position, results of operations or cash flows.~~statements as required under the new guidance and is still assessing the full impact that adopting the new accounting guidance will have on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU significantly changes the income statement impact of equity investments and the recognition of changes in fair value of financial liabilities attributable to an entity's own credit risk when the fair value option is elected. The ASU requires equity instruments that do not result in consolidation and are not accounted for under the equity method to be measured at fair value and to recognize any changes in fair value in net income rather than other comprehensive ~~income (loss).~~income. ASU No. 2016-01 becomes effective for the Company during the first quarter of 2018 and will be applied using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The provisions related to equity investments without a readily determinable fair value will be applied prospectively to equity investments as of the adoption date. ~~Early adoption is permitted for certain provisions of the ASU.~~ The Company is currently evaluating ASU No. 2016-01 to determine the ~~potential~~ impact that adopting this standard will have on the consolidated financial statements. Adoption of this ASU is not expected to have a material impact on the Company's financial position, cash flows, or total comprehensive income, ~~(loss),~~ but will have a ~~significant~~material impact on the Company's results of operations as changes in fair value of equity instruments will be presented in net income rather than other comprehensive income. As of June 30, 2017, accumulated other comprehensive income included $1.8 billion of net unrealized gains on equity securities, net of taxes. See note 4(e) for details regarding the change in net unrealized gains on equity securities included in other comprehensive income (loss). for the quarters and six months ended June 30, 2017 and 2016.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The ASU requires lessees to ~~put~~record most leases on their balance sheets as a lease liability with a corresponding right-of-use asset, but continue to recognize the related leasing expense within net income. The guidance also eliminates the real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. ASU No. 2016-02 becomes effective for the Company during the first quarter of 2019 and will be applied ~~under~~using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. ~~Early adoption~~The Company's future minimum lease payments, which represent minimum annual rental commitments excluding taxes, insurance and other operating costs for noncancelable operating leases, and will be subject to this new guidance, totaled $234.3 million at December 31, 2016. The calculation of the lease liability and right-of-use asset requires further analysis of the underlying leases to determine which portions of the underlying lease payments are required to be included in the calculation. Adoption of this standard will impact the Company’s consolidated balance sheets but is ~~permitted.~~not expected to have a material impact on the Company’s results of operations or cash flows. The Company is currently evaluating ASU No. 2016-02 to determine the ~~potential~~magnitude of the impact that adopting this standard will have on ~~the~~its consolidated financial statements.

~~In March 2016, the FASB issued ASU No. 2016-07,~~ ~~Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting.~~ The ASU eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest or degree of influence in an investee triggers equity method accounting. ASU No. 2016-07 becomes effective for the Company during the first quarter of 2017 and will be applied prospectively. Early adoption is permitted. Adoption of this ASU is not expected to have an impact on the Company's financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU replaces the current incurred loss model used to measure impairment losses with an expected loss model for trade, reinsurance, and other receivables as well as financial instruments measured at amortized cost. For available-for-sale debt securities, which are measured at fair value, the ASU requires entities to record impairments as an allowance, rather than a reduction of the amortized cost, as is currently required under the other-than-temporary impairment model. ASU No. 2016-13 becomes effective for the Company during the first quarter of 2020 and will be applied using a ~~modified-retrospective~~modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating ASU No. 2016-13 to determine the potential impact that adopting this standard will have on the consolidated financial statements.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Some~~ Application of the topics covered by the ASU include the classification of debt prepayment and extinguishment costs, contingent consideration payments made after a business combination and distributions from equity method investees. ASU No. 2016-15 becomes effectivenew expected loss model for the Company during the first quarter of 2018 and will be applied using a retrospective transition approach. Early adoption is permitted. The Company is currently evaluating ASU No. 2016-15 to determine the potential impact that adopting this standard will have on the consolidated statements of cash flows. Adoption of this ASUmeasuring impairment losses will not impact the Company's investment portfolio, all of which is considered available-for sale, but will impact the Company's other financial assets, including its reinsurance recoverables. Upon adoption of this ASU, any impairment losses on the Company's available-for-sale debt securities will be recorded as an allowance, subject to reversal, rather than as a reduction in amortized cost.

The following ASU's relate to topics relevant to the Company's operations and were adopted effective January 1, 2017. These ASU's did not have a material impact on the Company’s financial position, or results of operations or cash flows:

ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory

ASU No. 2016-07, Investments - Equity Method and isJoint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting

ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control

ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business

The following ASU’s relate to topics relevant to the Company's operations and are not yet effective. These ASU's are not expected to have a material impact on the Company's ~~consolidated statements~~financial position, results of operations or cash ~~flows.~~flows:

ASU No. 2016-16, Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory

ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities

ASU No. 2017-09, Stock Compensation (Topic 718): Scope of Modification Accounting

3. Acquisitions

~~In December 2015,~~SureTec Acquisition

On April 28, 2017, the Company ~~acquired 80%~~completed the acquisition of ~~the outstanding shares of CapTech Ventures, Inc. (CapTech)~~SureTec Financial Corp. (SureTec), a Texas-based privately held surety company ~~headquartered~~primarily offering contract, commercial and court bonds. Results attributable to this acquisition are included in ~~Richmond, Virginia. CapTech is a management and IT consulting firm, providing services and solutions to a wide array of customers.~~ the U.S. Insurance segment.

Total consideration for ~~the CapTech~~this acquisition was ~~$60.6~~$246.9 million, which included cash consideration of $225.6 million. Total consideration includes the estimated fair value of contingent consideration ~~the Company expected~~we expect to pay based on ~~CapTech's~~SureTec's earnings, as defined in the ~~stock purchase~~merger agreement, for the years 2017 through ~~2018. As of December 31, 2015, the~~2020. The purchase price was ~~preliminarily~~ allocated to the acquired assets and liabilities of SureTec based on ~~the~~ estimated fair values aton April 28, 2017. The Company recognized goodwill of $70.4 million, which is primarily attributable to synergies that are expected to result upon integration of SureTec into the ~~acquisition date. During~~Company's insurance operations. None of the ~~first quarter~~goodwill recognized is expected to be deductible for income tax purposes. The Company also recognized other intangible assets of ~~2016,~~$103.0 million, which includes $92.0 million of agent relationships to be amortized over a weighted average period of 15 years.

Subsequent Events

On July 19, 2017, the Company ~~completed~~entered into a definitive agreement to acquire 81% of Costa Farms, a Florida-based privately held grower of house and garden plants. Cash consideration for the ~~process of determining the fair value of the assets~~purchase is currently estimated to be approximately $255 million; however, total consideration will include contingent consideration and ~~liabilities acquired with CapTech. There were no material adjustments~~additional cash consideration, which are expected to ~~the provisional estimates recorded as of December 31, 2015. However, during~~fluctuate based on actual conditions to be determined upon closing. The transaction is subject to customary closing conditions, and is expected to close in the third quarter of ~~2016, the Company increased its estimate~~2017. Upon completion of the contingent consideration it expects to pay based on an increase in the estimate of CapTech's earnings beyond the initial projection, which resulted in a charge to other expenses of $10.3 million. Results attributable to this acquisition, ~~are~~Costa Farm’s operating results will be included with the ~~Company's~~Company’s non-insurance operations, which are not included in a reportable segment.

On July 26, 2017, the Company entered into a definitive merger agreement to acquire State National Companies, Inc. (State National). State National is a leading specialty provider of property and casualty insurance services that includes both fronting services and collateral protection insurance coverage. Under the merger agreement, State National stockholders will receive cash for each outstanding share of State National common stock (other than restricted shares that do not vest in connection with the transaction). The aggregate merger consideration, which includes net cash payments for State National stock options and restricted stock, is expected to be approximately $919 million. The transaction is subject to customary closing conditions, including regulatory approvals and the approval of State National’s stockholders, and is expected to close in the fourth quarter of 2017.

4. 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.


	September 30, 2016												June 30, 2017
(dollars in thousands)	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Unrealized Other-Than- Temporary Impairment Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Unrealized Other-Than- Temporary Impairment Losses		Estimated Fair Value
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	659,539	$	24,943	$	(99	)	$	—		$	684,383
U.S. Treasury securities													$	138,404	$	81	$	(844	)	$	—	$	137,641
U.S. government-sponsored enterprises													372,560		10,745		(1,426		)	—		381,879
Obligations of states, municipalities and political subdivisions	4,259,553		318,183		(3,081		)	—			4,574,655		4,477,463		196,535		(20,632		)	—		4,653,366
Foreign governments	1,334,364		237,498		(15		)	—			1,571,847		1,310,376		143,572		(2,231		)	—		1,451,717
Commercial mortgage-backed securities	981,613		46,791		(396		)	—			1,028,008		1,188,439		8,014		(13,054		)	—		1,183,399
Residential mortgage-backed securities	780,631		49,568		(586		)	(2,258		)	827,355		830,679		21,786		(3,690		)	—		848,775
Asset-backed securities	27,911		83		(16		)	—			27,978		37,856		25		(84		)	—		37,797
Corporate bonds	1,519,546		87,459		(1,071		)	(1,673		)	1,604,261		1,313,879		48,340		(3,301		)	—		1,358,918
Total fixed maturities	9,563,157		764,525		(5,264		)	(3,931		)	10,318,487		9,669,656		429,098		(45,262		)	—		10,053,492
Equity securities:
Insurance, banks and other financial institutions	841,416		807,430		(9,770		)	—			1,639,076		888,805		976,110		(586		)	—		1,864,329
Industrial, consumer and all other	1,583,341		1,295,784		(7,774		)	—			2,871,351		1,764,205		1,721,110		(8,817		)	—		3,476,498
Total equity securities	2,424,757		2,103,214		(17,544		)	—			4,510,427		2,653,010		2,697,220		(9,403		)	—		5,340,827
Short-term investments	1,989,124		181		—			—			1,989,305		1,704,359		67		(10		)	—		1,704,416
Investments, available-for-sale	$	13,977,038	$	2,867,920	$	(22,808	)	$	(3,931	)	$	16,818,219	$	14,027,025	$	3,126,385	$	(54,675	)	$	—	$	17,098,735


	December 31, 2015												December 31, 2016
(dollars in thousands)	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Unrealized Other-Than- Temporary Impairment Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Unrealized Other-Than- Temporary Impairment Losses			Estimated Fair Value
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	695,652	$	9,836	$	(4,781	)	$	—		$	700,707
U.S. Treasury securities													$	259,379	$	99	$	(894	)	$	—		$	258,584
U.S. government-sponsored enterprises													418,457		9,083		(4,328		)	—			423,212
Obligations of states, municipalities and political subdivisions	3,817,136		204,302		(8,225		)	—			4,013,213		4,324,332		145,678		(41,805		)	—			4,428,205
Foreign governments	1,302,329		115,809		(1,681		)	—			1,416,457		1,306,324		159,291		(2,153		)	—			1,463,462
Commercial mortgage-backed securities	657,670		6,867		(4,999		)	—			659,538		1,055,947		3,953		(19,544		)	—			1,040,356
Residential mortgage-backed securities	837,964		22,563		(4,022		)	(2,258		)	854,247		779,503		18,749		(5,048		)	(2,258		)	790,946
Asset-backed securities	36,462		15		(406		)	—			36,071		27,494		2		(158		)	—			27,338
Corporate bonds	1,690,945		41,123		(16,209		)	(1,624		)	1,714,235		1,420,298		49,146		(9,364		)	(673		)	1,459,407
Total fixed maturities	9,038,158		400,515		(40,323		)	(3,882		)	9,394,468		9,591,734		386,001		(83,294		)	(2,931		)	9,891,510
Equity securities:
Insurance, banks and other financial institutions	651,002		690,271		(6,551		)	—			1,334,722		846,343		857,063		(5,596		)	—			1,697,810
Industrial, consumer and all other	1,557,832		1,227,052		(45,131		)	—			2,739,753		1,635,105		1,421,080		(8,154		)	—			3,048,031
Total equity securities	2,208,834		1,917,323		(51,682		)	—			4,074,475		2,481,448		2,278,143		(13,750		)	—			4,745,841
Short-term investments	1,642,103		167		(9		)	—			1,642,261		2,336,100		57		(6		)	—			2,336,151
Investments, available-for-sale	$	12,889,095	$	2,318,005	$	(92,014	)	$	(3,882	)	$	15,111,204	$	14,409,282	$	2,664,201	$	(97,050	)	$	(2,931	)	$	16,973,502

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


	September 30, 2016															June 30, 2017
	Less than 12 months					12 months or longer					Total					Less than 12 months					12 months or longer					Total
(dollars in thousands)	Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	26,599	$	(96	)	$	7,700	$	(3	)	$	34,299	$	(99	)
U.S. Treasury securities																$	95,984	$	(741	)	$	7,427	$	(103	)	$	103,411	$	(844	)
U.S. government-sponsored enterprises																137,702		(1,426		)	—		—			137,702		(1,426		)
Obligations of states, municipalities and political subdivisions	156,618		(1,404		)	42,834		(1,677		)	199,452		(3,081		)	706,155		(17,574		)	31,626		(3,058		)	737,781		(20,632		)
Foreign governments	7,159		(10		)	5,015		(5		)	12,174		(15		)	122,855		(2,231		)	—		—			122,855		(2,231		)
Commercial mortgage-backed securities	14,318		(45		)	43,475		(351		)	57,793		(396		)	536,397		(12,801		)	14,693		(253		)	551,090		(13,054		)
Residential mortgage-backed securities	7,473		(2,311		)	85,864		(533		)	93,337		(2,844		)	123,791		(1,806		)	74,672		(1,884		)	198,463		(3,690		)
Asset-backed securities	6,312		(5		)	6,236		(11		)	12,548		(16		)	22,992		(51		)	5,106		(33		)	28,098		(84		)
Corporate bonds	73,320		(1,736		)	95,302		(1,008		)	168,622		(2,744		)	378,552		(2,351		)	74,071		(950		)	452,623		(3,301		)
Total fixed maturities	291,799		(5,607		)	286,426		(3,588		)	578,225		(9,195		)	2,124,428		(38,981		)	207,595		(6,281		)	2,332,023		(45,262		)
Equity securities:
Insurance, banks and other financial institutions	22,769		(1,456		)	37,751		(8,314		)	60,520		(9,770		)	955		(60		)	1,375		(526		)	2,330		(586		)
Industrial, consumer and all other	23,713		(2,315		)	138,245		(5,459		)	161,958		(7,774		)	88,643		(5,877		)	9,288		(2,940		)	97,931		(8,817		)
Total equity securities	46,482		(3,771		)	175,996		(13,773		)	222,478		(17,544		)	89,598		(5,937		)	10,663		(3,466		)	100,261		(9,403		)
Short-term investments																56,385		(10		)	—		—			56,385		(10		)
Total	$	338,281	$	(9,378	)	$	462,422	$	(17,361	)	$	800,703	$	(26,739	)	$	2,270,411	$	(44,928	)	$	218,258	$	(9,747	)	$	2,488,669	$	(54,675	)

At ~~September~~June 30, ~~2016,~~2017, the Company held ~~220~~572 securities with a total estimated fair value of ~~$800.7 million~~$2.5 billion and gross unrealized losses of ~~$26.7~~$54.7 million. Of these ~~220~~572 securities, ~~118~~89 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of ~~$462.4~~$218.3 million and gross unrealized losses of ~~$17.4~~$9.7 million. Of these securities, ~~101~~73 securities were fixed maturities and 1716 were equity securities. The Company does not intend to sell or believe it will be required to sell these fixed maturities before recovery of their amortized cost. The Company has the ability and intent to hold these equity securities for a period of time sufficient to allow for the anticipated recovery of their fair value.


	December 31, 2015															December 31, 2016
	Less than 12 months					12 months or longer					Total					Less than 12 months					12 months or longer					Total
(dollars in thousands)	Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses			Estimated Fair Value		Gross Unrealized Holding and Other-Than- Temporary Impairment Losses
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	427,003	$	(3,648	)	$	92,552	$	(1,133	)	$	519,555	$	(4,781	)
U.S. Treasury securities																$	122,950	$	(894	)	$	—	$	—		$	122,950	$	(894	)
U.S. government-sponsored enterprises																220,333		(4,324		)	7,618		(4		)	227,951		(4,328		)
Obligations of states, municipalities and political subdivisions	169,362		(4,864		)	70,101		(3,361		)	239,463		(8,225		)	1,004,947		(37,685		)	31,723		(4,120		)	1,036,670		(41,805		)
Foreign governments	51,328		(249		)	40,345		(1,432		)	91,673		(1,681		)	68,887		(2,145		)	5,005		(8		)	73,892		(2,153		)
Commercial mortgage-backed securities	289,058		(3,600		)	95,843		(1,399		)	384,901		(4,999		)	749,889		(19,091		)	29,988		(453		)	779,877		(19,544		)
Residential mortgage-backed securities	78,814		(2,858		)	137,100		(3,422		)	215,914		(6,280		)	181,557		(4,987		)	79,936		(2,319		)	261,493		(7,306		)
Asset-backed securities	6,228		(54		)	24,315		(352		)	30,543		(406		)	14,501		(106		)	5,869		(52		)	20,370		(158		)
Corporate bonds	470,694		(9,509		)	343,737		(8,324		)	814,431		(17,833		)	494,573		(8,357		)	93,790		(1,680		)	588,363		(10,037		)
Total fixed maturities	1,492,487		(24,782		)	803,993		(19,423		)	2,296,480		(44,205		)	2,857,637		(77,589		)	253,929		(8,636		)	3,111,566		(86,225		)
Equity securities:
Insurance, banks and other financial institutions	63,873		(6,384		)	6,247		(167		)	70,120		(6,551		)	8,808		(410		)	37,973		(5,186		)	46,781		(5,596		)
Industrial, consumer and all other	344,857		(44,879		)	2,907		(252		)	347,764		(45,131		)	98,406		(4,772		)	29,650		(3,382		)	128,056		(8,154		)
Total equity securities	408,730		(51,263		)	9,154		(419		)	417,884		(51,682		)	107,214		(5,182		)	67,623		(8,568		)	174,837		(13,750		)
Short-term investments	129,473		(9		)	—		—			129,473		(9		)	504,211		(6		)	—		—			504,211		(6		)
Total	$	2,030,690	$	(76,054	)	$	813,147	$	(19,842	)	$	2,843,837	$	(95,896	)	$	3,469,062	$	(82,777	)	$	321,552	$	(17,204	)	$	3,790,614	$	(99,981	)

At December 31, ~~2015~~2016, the Company held ~~659~~654 securities with a total estimated fair value of ~~$2.8~~$3.8 billion and gross unrealized losses of ~~$95.9~~$100.0 million. Of these ~~659~~654 securities, ~~271~~109 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of ~~$813.1~~$321.6 million and gross unrealized losses of ~~$19.8~~$17.2 million. Of these securities, ~~264~~93 securities were fixed maturities and ~~seven~~16 were equity securities.

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

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

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

c)The amortized cost and estimated fair value of fixed maturities at ~~September~~June 30, ~~2016~~2017 are shown below by contractual maturity.


(dollars in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	798,670	$	803,039	$	455,586	$	457,635
Due after one year through five years	1,292,802		1,349,605		1,224,123		1,267,114
Due after five years through ten years	1,650,289		1,791,219		1,568,950		1,645,516
Due after ten years	4,031,241		4,491,283		4,364,023		4,613,256
	7,773,002		8,435,146		7,612,682		7,983,521
Commercial mortgage-backed securities	981,613		1,028,008		1,188,439		1,183,399
Residential mortgage-backed securities	780,631		827,355		830,679		848,775
Asset-backed securities	27,911		27,978		37,856		37,797
Total fixed maturities	$	9,563,157	$	10,318,487	$	9,669,656	$	10,053,492

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


	Quarter Ended September 30,						Nine Months Ended September 30,						Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016			2015			2016			2015			2017			2016			2017			2016
Interest:
Municipal bonds (tax-exempt)	$	22,136		$	21,979		$	66,621		$	72,124		$	22,758		$	22,563		$	45,130		$	44,485
Municipal bonds (taxable)	16,710			14,667			48,820			42,917			17,793			16,222			35,298			32,110
Other taxable bonds	36,697			34,368			108,975			103,519			36,296			36,959			71,184			72,278
Short-term investments, including overnight deposits	2,878			1,287			7,823			3,654			5,834			2,654			10,783			4,945
Dividends on equity securities	17,308			17,887			51,718			55,544			19,017			16,758			39,623			34,410
Income (loss) from equity method investments	1,232			(4		)	4,900			3,052
Income from equity method investments													1,802			3,921			6,395			3,668
Other	(60		)	37			2,614			577			24			190			(205		)	2,674
	96,901			90,221			291,471			281,387			103,524			99,267			208,208			194,570
Investment expenses	(3,754		)	(3,161		)	(12,034		)	(10,866		)	(4,225		)	(4,271		)	(8,541		)	(8,280		)
Net investment income	$	93,147		$	87,060		$	279,437		$	270,521		$	99,299		$	94,996		$	199,667		$	186,290

e)The following table presents net realized investment gains ~~(losses)~~ and the change in net unrealized gains on investments.

Quarter Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2016 2015 2016 2015
Realized gains:
Sales of fixed maturities $ 3,698
$ 435
$ 4,658
$ 2,769
Sales of equity securities 18,418
11,329
63,931
34,285
Other 423
1,026
1,117
3,297
Total realized gains 22,539
12,790
69,706
40,351
Realized losses:
Sales of fixed maturities (60 ) (3,730 ) (608 ) (3,947 )
Sales of equity securities (4,187 ) (400 ) (6,672 ) (672 )
Other-than-temporary impairments —
(18,281 ) (12,080 ) (23,373 )
Other (55 ) (279 ) (2,972 ) (364 )
Total realized losses (4,302 ) (22,690 ) (22,332 ) (28,356 )
Gains (losses) on securities measured at fair value through net income 9,179
(4,807 ) 18,462
(15,026 )
Net realized investment gains (losses) $ 27,416
$ (14,707 ) $ 65,836
$ (3,031 )
Change in net unrealized gains on investments included in other comprehensive income (loss):
Fixed maturities $ (53,962 ) $ 102,844
$ 399,020
$ (77,369 )
Equity securities 80,285
(313,075 ) 220,029
(319,522 )
Short-term investments 58
45
23
36
Net increase (decrease) $ 26,381
$ (210,186 ) $ 619,072
$ (396,855 )

There were no write downs for other-than-temporary declines in the estimated fair value of investments for the quarter ended September 30, 2016. For the nine months ended September 30, 2016, other-than-temporary impairment losses recognized in net income and included in net realized investment gains totaled $12.1 million and were attributable to 21 equity securities. The write downs for the nine-month period included $10.8 million related to equities in industrial, consumer, or other types of businesses and $1.3 million related to equities in insurance, banks, and other financial institutions. For the quarter ended September 30, 2015, other-than-temporary impairment losses recognized in net income and included in net realized investment losses totaled $18.3 million and were attributable to eight equity securities. The write downs for the quarter included $14.3 million related to equities in industrial, consumer, or other types of businesses and $4.0 million related to equities in insurance, banks, and other financial institutions. For the nine months ended September 30, 2015, other-than-temporary impairment losses recognized in net income and included in net realized investment losses totaled $23.4 million and were attributable to 16 equity securities. The write downs for the nine-month period included $18.8 million related to equities in industrial, consumer, or other types of businesses and $4.6 million related to equities in insurance, banks, and other financial institutions.



	Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2017			2016			2017			2016
Realized gains:
Sales of fixed maturities	$	554		$	699		$	757		$	967
Sales of equity securities	1,295			17,798			16,533			45,526
Other	4,259			353			4,826			773
Total realized gains	6,108			18,850			22,116			47,266
Realized losses:
Sales of fixed maturities	(412		)	(142		)	(602		)	(555		)
Sales of equity securities	(786		)	(1,780		)	(1,216		)	(2,498		)
Other-than-temporary impairments	(604		)	(3,675		)	(3,817		)	(12,080		)
Other	(81		)	(718		)	(286		)	(2,996		)
Total realized losses	(1,883		)	(6,315		)	(5,921		)	(18,129		)
Gains on securities measured at fair value through net income	13,402			4,706			22,297			9,283
Net realized investment gains	$	17,627		$	17,241		$	38,492		$	38,420
Change in net unrealized gains on investments included in other comprehensive income:
Fixed maturities	$	79,413		$	213,026		$	84,060		$	452,982
Equity securities	204,372			42,786			423,424			139,744
Short-term investments	133			32			6			(35		)
Net increase	$	283,918		$	255,844		$	507,490		$	592,691

5. Fair Value Measurements

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

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

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

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

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

In accordance with FASB ASC 820, the Company determines fair value based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods, including the market, income and cost approaches. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The following section describes the valuation methodologies used by the Company to measure assets and liabilities at fair value, including an indication of the level within the fair value hierarchy in which each asset or liability is generally classified.

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

The Company has evaluated the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Level 1 investments include those traded on an active exchange, such as the New York Stock Exchange. Level 2 investments include U.S. Treasury securities, ~~and obligations of~~ U.S. ~~government agencies,~~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 (the ILS Funds), as further described in note 12, which are not traded on an active exchange and are valued using unobservable inputs.

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

Due to the significance of unobservable inputs required in measuring the fair value of the Company's investments in the ILS Funds, these investments are classified as Level 3 within the fair value hierarchy. Changes in fair value of the ILS Funds are included in net realized gains ~~(losses)~~ in net income. The fair value of the securities are derived using their reported net asset value (NAV) as the primary input, as well as other observable and unobservable inputs as deemed necessary by management. Management has obtained an understanding of the inputs, assumptions, process, and controls used to determine NAV, which is calculated by an independent third party. Unobservable inputs to the NAV calculations include assumptions around premium earnings patterns and loss reserve estimates for the underlying securitized reinsurance contracts in which the ILS Funds invest. Significant unobservable inputs used in the valuation of these investments include an adjustment to include the fair value of the equity that was issued by one of the ILS Funds in exchange for notes receivable, rather than cash, which is excluded from NAV. The Company's investments in the ILS Funds are redeemable annually as of January 1^st of each calendar year.

The Company's valuation policies and procedures for Level 3 investments are determined by management. Fair value measurements are analyzed quarterly to ensure the change in fair value from prior periods is reasonable relative to management's understanding of the underlying investments, recent market trends and external market data, which includes the price of a comparable security and an insurance-linked security index.

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

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


	September 30, 2016								June 30, 2017
(dollars in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Investments available-for-sale:
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	—	$	684,383	$	—	$	684,383
U.S. Treasury securities									$	—	$	137,641	$	—	$	137,641
U.S. government-sponsored enterprises									—		381,879		—		381,879
Obligations of states, municipalities and political subdivisions	—		4,574,655		—		4,574,655		—		4,653,366		—		4,653,366
Foreign governments	—		1,571,847		—		1,571,847		—		1,451,717		—		1,451,717
Commercial mortgage-backed securities	—		1,028,008		—		1,028,008		—		1,183,399		—		1,183,399
Residential mortgage-backed securities	—		827,355		—		827,355		—		848,775		—		848,775
Asset-backed securities	—		27,978		—		27,978		—		37,797		—		37,797
Corporate bonds	—		1,604,261		—		1,604,261		—		1,358,918		—		1,358,918
Total fixed maturities	—		10,318,487		—		10,318,487		—		10,053,492		—		10,053,492
Equity securities:
Insurance, banks and other financial institutions	1,448,672		—		190,404		1,639,076		1,680,416		—		183,913		1,864,329
Industrial, consumer and all other	2,871,351		—		—		2,871,351		3,476,498		—		—		3,476,498
Total equity securities	4,320,023		—		190,404		4,510,427		5,156,914		—		183,913		5,340,827
Short-term investments	1,903,399		85,906		—		1,989,305		1,614,064		90,352		—		1,704,416
Total investments available-for-sale	$	6,223,422	$	10,404,393	$	190,404	$	16,818,219	$	6,770,978	$	10,143,844	$	183,913	$	17,098,735


	December 31, 2015								December 31, 2016
(dollars in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Investments available-for-sale:
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies	$	—	$	700,707	$	—	$	700,707
U.S. Treasury securities									$	—	$	258,584	$	—	$	258,584
U.S. government-sponsored enterprises									—		423,212		—		423,212
Obligations of states, municipalities and political subdivisions	—		4,013,213		—		4,013,213		—		4,428,205		—		4,428,205
Foreign governments	—		1,416,457		—		1,416,457		—		1,463,462		—		1,463,462
Commercial mortgage-backed securities	—		659,538		—		659,538		—		1,040,356		—		1,040,356
Residential mortgage-backed securities	—		854,247		—		854,247		—		790,946		—		790,946
Asset-backed securities	—		36,071		—		36,071		—		27,338		—		27,338
Corporate bonds	—		1,714,235		—		1,714,235		—		1,459,407		—		1,459,407
Total fixed maturities	—		9,394,468		—		9,394,468		—		9,891,510		—		9,891,510
Equity securities:
Insurance, banks and other financial institutions	1,334,722		—		—		1,334,722		1,506,607		—		191,203		1,697,810
Industrial, consumer and all other	2,739,753		—		—		2,739,753		3,048,031		—		—		3,048,031
Total equity securities	4,074,475		—		—		4,074,475		4,554,638		—		191,203		4,745,841
Short-term investments	1,529,924		112,337		—		1,642,261		2,255,898		80,253		—		2,336,151
Total investments available-for-sale	$	5,604,399	$	9,506,805	$	—	$	15,111,204	$	6,810,536	$	9,971,763	$	191,203	$	16,973,502

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


	Quarter Ended September 30,				Nine Months Ended September 30,					Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016		2015		2016			2015		2017			2016			2017			2016
Equity securities, beginning of period	$	183,523	$	—	$	—		$	—	$	178,043		$	176,942		$	191,203		$	—
Purchases	—		—		195,250			—		1,250			25,000			7,250			195,250
Sales	—		—		(25,000		)	—		(1,303		)	(25,000		)	(26,674		)	(25,000		)
Total gains included in:
Net income	6,881		—		20,154			—		5,923			6,581			12,134			13,273
Other comprehensive income (loss)	—		—		—			—
Other comprehensive income										—			—			—			—
Transfers into Level 3	—		—		—			—		—			—			—			—
Transfers out of Level 3	—		—		—			—		—			—			—			—
Equity securities, end of period	$	190,404	$	—	$	190,404		$	—	$	183,913		$	183,523		$	183,913		$	183,523
Net unrealized gains included in net income relating to assets held at September 30, 2016 and 2015⁽¹⁾	$	6,881	$	—	$	20,154		$	—
Net unrealized gains included in net income relating to assets held at June 30, 2017 and 2016⁽¹⁾										$	5,923		$	6,581		$	12,134		$	13,273

⁽¹⁾ Included in net realized investment gains in the consolidated statements of income and comprehensive ~~income (loss).~~income.

There were no transfers into or out of Level 1 and Level 2 during the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016.

~~The~~Except as disclosed in note 3, the Company did not have any assets or liabilities measured at fair value on a non-recurring basis during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016.

6. Segment Reporting Disclosures

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

The Company's non-insurance operations include the Company's Markel Ventures operations, which primarily consist of controlling interests in various industrial and service businesses. The Company's non-insurance operations also include the results of the Company's legal and professional consulting services and ~~effective December 8, 2015,~~ the results of the Company's investment management services attributable to Markel CATCo Investment Management Ltd. For purposes of segment reporting, the Company's non-insurance operations are not considered to be a reportable segment.

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

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

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


	Quarter Ended September 30, 2016																		Quarter Ended June 30, 2017
(dollars in thousands)	U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated			U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated
Gross premium volume	$	663,196		$	269,093		$	196,948		$	536			$	—	$	1,129,773		$	753,329		$	355,949		$	247,902		$	(16	)		$	—	$	1,357,164
Net written premiums	562,215			209,656			157,043			469				—		929,383			630,453			286,833			220,466			(95		)		—		1,137,657

Earned premiums	548,792			218,968			206,018			466				—		974,244			578,241			225,948			229,480			(95		)		—		1,033,574
Losses and loss adjustment expenses:
Current accident year	(370,435		)	(159,812		)	(129,875		)	—				—		(660,122		)	(379,809		)	(158,590		)	(146,186		)	—				—		(684,585		)
Prior accident years	21,471			42,705			19,135			(2,594		)		—		80,717			77,266			55,262			28,151			928				—		161,607
Underwriting, acquisition and insurance expenses	(206,628		)	(82,791		)	(82,490		)	(612		)		—		(372,521		)
Underwriting profit (loss)	(6,800		)	19,070			12,788			(2,740		)		—		22,318
Amortization of policy acquisition costs																			(124,032		)	(36,356		)	(53,086		)	—				—		(213,474		)
Other operating expenses																			(108,684		)	(54,203		)	(23,539		)	(135		)		—		(186,561		)
Underwriting profit																			42,982			32,061			34,820			698				—		110,561
Net investment income	—			—			—			—				93,147		93,147			—			—			—			—				99,299		99,299
Net realized investment gains	—			—			—			—				27,416		27,416			—			—			—			—				17,627		17,627
Other revenues (insurance)	1,285			419			—			466				—		2,170			1,043			574			—			771				—		2,388
Other expenses (insurance)	(670		)	(677		)	—			(4,232		)		—		(5,579		)	(85		)	(2,728		)	—			(7,169		)		—		(9,982		)
Segment profit (loss)	$	(6,185	)	$	18,812		$	12,788		$	(6,506	)		$	120,563	$	139,472		$	43,940		$	29,907		$	34,820		$	(5,700	)		$	116,926	$	219,893
Other revenues (non-insurance)																334,305																		328,605
Other expenses (non-insurance)																(304,134		)																(289,130		)
Amortization of intangible assets																(17,010		)																(18,026		)
Interest expense																(33,152		)																(31,797		)
Income before income taxes																$	119,481																	$	209,545
U.S. GAAP combined ratio ⁽¹⁾	101		%	91		%	94		%	NM			⁽²⁾			98		%	93		%	86		%	85		%	NM			⁽²⁾			89		%


	Quarter Ended September 30, 2015																			Quarter Ended June 30, 2016
(dollars in thousands)	U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing			Consolidated			U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated
Gross premium volume	$	635,926		$	284,576		$	239,094		$	(1,232	)		$	—		$	1,158,364		$	689,468		$	318,581		$	269,604		$	(4	)		$	—	$	1,277,649
Net written premiums	536,285			213,423			204,336			(860		)		—			953,184			579,233			244,636			226,681			(4		)		—		1,050,546

Earned premiums	534,615			225,034			204,825			(799		)		—			963,675			533,328			203,052			214,514			(35		)		—		950,859
Losses and loss adjustment expenses:
Current accident year	(357,400		)	(162,024		)	(128,428		)	—				—			(647,852		)	(352,092		)	(146,453		)	(152,693		)	—				—		(651,238		)
Prior accident years	74,976			57,860			24,241			6,038				—			163,115			66,332			39,002			34,644			(296		)		—		139,682
Underwriting, acquisition and insurance expenses	(200,272		)	(92,680		)	(72,449		)	(218		)		—			(365,619		)
Underwriting profit	51,919			28,190			28,189			5,021				—			113,319
Amortization of policy acquisition costs																				(112,585		)	(32,873		)	(42,908		)	—				—		(188,366		)
Other operating expenses																				(100,330		)	(63,689		)	(23,235		)	40				—		(187,214		)
Underwriting profit (loss)																				34,653			(961		)	30,322			(291		)		—		63,723
Net investment income	—			—			—			—				87,060			87,060			—			—			—			—				94,996		94,996
Net realized investment losses	—			—			—			—				(14,707		)	(14,707		)
Net realized investment gains																				—			—			—			—				17,241		17,241
Other revenues (insurance)	(41		)	1,096			246			42				—			1,343			958			609			—			446				—		2,013
Other expenses (insurance)	(960		)	(1,379		)	—			(6,913		)		—			(9,252		)	(684		)	(2,137		)	—			(7,199		)		—		(10,020		)
Segment profit (loss)	$	50,918		$	27,907		$	28,435		$	(1,850	)		$	72,353		$	177,763		$	34,927		$	(2,489	)	$	30,322		$	(7,044	)		$	112,237	$	167,953
Other revenues (non-insurance)																	305,393																		310,828
Other expenses (non-insurance)																	(281,497		)																(267,889		)
Amortization of intangible assets																	(18,914		)																(17,204		)
Interest expense																	(30,064		)																(33,697		)
Loss on early extinguishment of debt																																			(44,100		)
Income before income taxes																	$	152,681																	$	115,891
U.S. GAAP combined ratio ⁽¹⁾	90		%	87		%	86		%	NM			⁽²⁾				88		%	94		%	100		%	86		%	NM			⁽²⁾			93		%


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


⁽²⁾	NM – Ratio is not meaningful.


	Nine Months Ended September 30, 2016																		Six Months Ended June 30, 2017
(dollars in thousands)	U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated			U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated
Gross premium volume	$	2,000,454		$	879,078		$	920,038		$	515			$	—	$	3,800,085		$	1,393,158		$	629,117		$	795,639		$	1			$	—	$	2,817,915
Net written premiums	1,694,193			680,691			786,450			555				—		3,161,889			1,175,558			512,245			710,062			21				—		2,397,886

Earned premiums	1,614,588			637,365			630,151			685				—		2,882,789			1,127,577			433,461			455,117			21				—		2,016,176
Losses and loss adjustment expenses:
Current accident year	(1,038,860		)	(451,741		)	(413,044		)	—				—		(1,903,645		)	(726,115		)	(305,020		)	(291,796		)	—				—		(1,322,931		)
Prior accident years	126,457			111,359			90,140			10,764				—		338,720			119,886			105,528			(43,412		)	6,232				—		188,234
Underwriting, acquisition and insurance expenses	(617,006		)	(267,959		)	(227,138		)	(686		)		—		(1,112,789		)
Underwriting profit	85,179			29,024			80,109			10,763				—		205,075
Amortization of policy acquisition costs																			(236,998		)	(71,079		)	(109,945		)	—				—		(418,022		)
Other operating expenses																			(202,059		)	(106,478		)	(46,408		)	(299		)		—		(355,244		)
Underwriting profit (loss)																			82,291			56,412			(36,444		)	5,954				—		108,213
Net investment income	—			—			—			—				279,437		279,437			—			—			—			—				199,667		199,667
Net realized investment gains	—			—			—			—				65,836		65,836			—			—			—			—				38,492		38,492
Other revenues (insurance)	3,662			5,149			—			1,407				—		10,218			1,706			4,569			416			1,207				—		7,898
Other expenses (insurance)	(2,078		)	(4,368		)	—			(19,432		)		—		(25,878		)	(843		)	(5,074		)	—			(14,233		)		—		(20,150		)
Segment profit (loss)	$	86,763		$	29,805		$	80,109		$	(7,262	)		$	345,273	$	534,688		$	83,154		$	55,907		$	(36,028	)	$	(7,072	)		$	238,159	$	334,120
Other revenues (non-insurance)																945,121																		631,011
Other expenses (non-insurance)																(836,837		)																(561,547		)
Amortization of intangible assets																(51,474		)																(34,796		)
Interest expense																(97,690		)																(65,199		)
Loss on early extinguishment of debt																(44,100		)
Income before income taxes																$	449,708																	$	303,589
U.S. GAAP combined ratio ⁽¹⁾	95		%	95		%	87		%	NM			⁽²⁾			93		%	93		%	87		%	108		%	NM			⁽²⁾			95		%


	Nine Months Ended September 30, 2015																			Six Months Ended June 30, 2016
(dollars in thousands)	U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing			Consolidated			U.S. Insurance			International Insurance			Reinsurance			Other Insurance (Discontinued Lines)				Investing		Consolidated
Gross premium volume	$	1,890,144		$	911,962		$	875,676		$	(1,159	)		$	—		$	3,676,623		$	1,337,258		$	609,985		$	723,090		$	(21	)		$	—	$	2,670,312
Net written premiums	1,587,092			700,260			736,068			(462		)		—			3,022,958			1,131,978			471,035			629,407			86				—		2,232,506

Earned premiums	1,569,615			654,936			640,719			(388		)		—			2,864,882			1,065,796			418,397			424,133			219				—		1,908,545
Losses and loss adjustment expenses:
Current accident year	(1,015,492		)	(479,764		)	(431,791		)	—				—			(1,927,047		)	(668,425		)	(291,929		)	(283,169		)	—				—		(1,243,523		)
Prior accident years	211,177			177,883			65,746			4,315				—			459,121			104,986			68,654			71,005			13,358				—		258,003
Underwriting, acquisition and insurance expenses	(597,388		)	(266,091		)	(222,172		)	(305		)		—			(1,085,956		)
Amortization of policy acquisition costs																				(220,589		)	(67,145		)	(90,601		)	—				—		(378,335		)
Other operating expenses																				(189,789		)	(118,023		)	(54,047		)	(74		)		—		(361,933		)
Underwriting profit	167,912			86,964			52,502			3,622				—			311,000			91,979			9,954			67,321			13,503				—		182,757
Net investment income	—			—			—			—				270,521			270,521			—			—			—			—				186,290		186,290
Net realized investment losses	—			—			—			—				(3,031		)	(3,031		)
Net realized investment gains																				—			—			—			—				38,420		38,420
Other revenues (insurance)	3,564			7,398			1,138			369				—			12,469			2,377			4,730			—			941				—		8,048
Other expenses (insurance)	(3,149		)	(4,101		)	—			(17,610		)		—			(24,860		)	(1,408		)	(3,691		)	—			(15,200		)		—		(20,299		)
Segment profit (loss)	$	168,327		$	90,261		$	53,640		$	(13,619	)		$	267,490		$	566,099		$	92,948		$	10,993		$	67,321		$	(756	)		$	224,710	$	395,216
Other revenues (non-insurance)																	804,682																		610,816
Other expenses (non-insurance)																	(739,126		)																(532,703		)
Amortization of intangible assets																	(50,503		)																(34,464		)
Interest expense																	(88,664		)																(64,538		)
Loss on early extinguishment of debt																																			(44,100		)
Income before income taxes																	$	492,488																	$	330,227
U.S. GAAP combined ratio ⁽¹⁾	89		%	87		%	92		%	NM			⁽²⁾				89		%	91		%	98		%	84		%	NM			⁽²⁾			90		%


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


⁽²⁾	NM – Ratio is not meaningful.


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


(dollars in thousands)	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
Segment assets:
Investing	$	19,235,156	$	18,056,947	$	19,635,164	$	19,029,584
Underwriting	5,681,650		5,385,126		6,080,825		5,397,696
Total segment assets	24,916,806		23,442,073		25,715,989		24,427,280
Non-insurance operations	1,486,839		1,497,042		1,487,352		1,448,019
Total assets	$	26,403,645	$	24,939,115	$	27,203,341	$	25,875,299

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)	2017			2016
Net reserves for losses and loss adjustment expenses, beginning of year	$	8,108,717		$	8,235,288
Foreign currency movements	57,991			(42,388		)
Adjusted net reserves for losses and loss adjustment expenses, beginning of year	8,166,708			8,192,900
Incurred losses and loss adjustment expenses:
Current accident year	1,322,931			1,243,523
Prior accident years	(184,367		)	(246,314		)
Total incurred losses and loss adjustment expenses	1,138,564			997,209
Payments:
Current accident year	186,138			155,573
Prior accident years	829,126			874,698
Total payments	1,015,264			1,030,271
Effect of foreign currency rate changes	2,333			1,374
Net reserves for losses and loss adjustment expenses of acquired insurance companies	12,702			—
Net reserves for losses and loss adjustment expenses, end of period	8,305,043			8,161,212
Reinsurance recoverable on unpaid losses	2,007,652			2,038,687
Gross reserves for losses and loss adjustment expenses, end of period	$	10,312,695		$	10,199,899

In March 2015, the Company completed a retroactive reinsurance transaction to cede to a third party a portfolio of policies primarily comprised of liabilities arising from asbestos and environmental exposures that originated before 1992. Effective March 31, 2017, the related reserves, which totaled $69.1 million, were formally transferred to the third party by way of a Part VII transfer pursuant to the Financial Services and Markets Act 2000 of the United Kingdom. The Part VII transfer eliminates the uncertainty regarding the potential for adverse development of estimated ultimate liabilities on the underlying policies. Upon completion of the transfer in the first quarter of 2017, the Company recognized a previously deferred gain of $3.9 million, which is included in losses and loss adjustment expenses on the consolidated statement of income and comprehensive income for the six months ended June 30, 2017. This amount is excluded from the prior years' incurred losses and loss adjustment expenses for the six months ended June 30, 2017 in the above table as the deferred gain was included in other liabilities on the consolidated balance sheet as of December 31, 2016, rather than unpaid losses and loss adjustment expenses.

For the six months ended June 30, 2016, incurred losses and loss adjustment expenses in the above table exclude $11.7 million of favorable development on prior years loss reserves included in losses and loss adjustment expenses on the consolidated statement of income and comprehensive income related to the commutation of a property and casualty deposit contract, for which the underlying deposit liability was included in other liabilities on the consolidated balance sheet as of December 31, 2015, rather than unpaid losses and loss adjustment expenses.

For the six months ended June 30, 2017, the Company recorded net reserves for losses and loss adjustment expenses of $12.7 million as a result of the acquisition of SureTec.

For the six months ended June 30, 2017, incurred losses and loss adjustment expenses included $184.4 million of favorable development on prior years' loss reserves, which included $195.7 million of loss reserve redundancies on the Company's general liability, personal lines business and worker's compensation product lines within the U.S. Insurance segment, professional liability, general liability and marine and energy product lines within the International Insurance segment, and property and whole account product lines within the Reinsurance segment. Redundancies for the six months ended June 30, 2017 were partially offset by $85.0 million of adverse development resulting from a decrease in the discount rate, known as the Ogden Rate, used to calculate lump sum awards in United Kingdom (U.K.) bodily injury cases. Effective March 20, 2017, the Ogden Rate decreased from plus 2.5% to minus 0.75%, which represents the first rate change since 2001. The effect of the rate change is most impactful to the Company's U.K. auto casualty exposures through reinsurance contracts written in the Reinsurance segment. In late 2014, the Company ceased writing auto reinsurance in the U.K. The reduction in the Ogden Rate increased the expected claims payments on these exposures, and management increased loss reserves accordingly. The Company's estimate of the ultimate cost of settling these claims is based on many factors, and is subject to increase or decrease as the effect of changes in these factors becomes known over time.

For the six months ended June 30, 2016, incurred losses and loss adjustment expenses included $246.3 million of favorable development on prior years' loss reserves, which included $163.4 million of loss reserve redundancies on the Company's general liability and worker's compensation product lines within the U.S. Insurance segment, professional liability and marine and energy product lines within the International Insurance segment, and property and worker's compensation product lines within the Reinsurance segment. Redundancies for the six months ended June 30, 2016 were partially offset by $34.9 million of adverse development on our specified medical and medical malpractice product lines within the U.S. Insurance segment.

8. Senior Long-Term Debt

~~In the second quarter of 2016,~~On April 12, 2017 the Company issued $500 million of 5.0% unsecured senior notes due April 5, 2046. Net proceeds to the Company were $493.1 million. The Company used a portion of these proceeds to purchase $70.2 million of principal on its 7.35% Senior Notes due 2034 and $108.8 million of principal on its 7.125% Senior Notes due 2019 through a tender offer at a total purchase price of $95.0 million and $126.4 million, respectively. The Company also expects to use the proceeds from this issuance to retirerepaid its 7.20% unsecured senior notes ~~when they come~~ due April 14, 2017 ($90.6 million ~~aggregate~~ principal ~~amount of those notes was~~ outstanding at ~~September 30,~~December 31, 2016)~~, and the remainder for general corporate purposes.~~

~~In connection with the tender offer and purchase, the Company recognized a loss on early extinguishment of debt of $44.1 million during the nine months ended September 30, 2016.~~.

8.9. Other Revenues and Other Expenses

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


	Quarter Ended September 30,								Quarter Ended June 30,
	2016				2015				2017				2016
(dollars in thousands)	Other Revenues		Other Expenses		Other Revenues		Other Expenses		Other Revenues		Other Expenses		Other Revenues		Other Expenses
Insurance:
Managing general agent operations	$	1,704	$	1,347	$	1,055	$	2,339	$	1,617	$	1,493	$	1,567	$	2,821
Life and annuity	466		4,232		42		6,913		771		7,169		446		7,199
Other	—		—		246		—		—		1,320		—		—
	2,170		5,579		1,343		9,252		2,388		9,982		2,013		10,020
Non-Insurance:
Markel Ventures: Manufacturing	203,909		171,595		216,057		192,707		184,021		156,897		193,152		159,227
Markel Ventures: Non-Manufacturing	117,433		115,529		83,098		83,104		129,576		114,504		104,602		91,685
Investment management	8,297		10,385		—		—		9,277		11,195		7,350		10,836
Other	4,666		6,625		6,238		5,686		5,731		6,534		5,724		6,141
	334,305		304,134		305,393		281,497		328,605		289,130		310,828		267,889
Total	$	336,475	$	309,713	$	306,736	$	290,749	$	330,993	$	299,112	$	312,841	$	277,909


	Nine Months Ended September 30,								Six Months Ended June 30,
	2016				2015				2017				2016
(dollars in thousands)	Other Revenues		Other Expenses		Other Revenues		Other Expenses		Other Revenues		Other Expenses		Other Revenues		Other Expenses
Insurance:
Managing general agent operations	$	8,811	$	6,446	$	10,043	$	7,250	$	6,275	$	3,346	$	7,107	$	5,099
Life and annuity	1,407		19,432		369		17,610		1,207		14,233		941		15,200
Other	—		—		2,057		—		416		2,571		—		—
	10,218		25,878		12,469		24,860		7,898		20,150		8,048		20,299
Non-Insurance:
Markel Ventures: Manufacturing	589,752		491,188		567,960		513,087		361,156		310,550		385,843		319,593
Markel Ventures: Non-Manufacturing	315,863		295,647		216,191		209,947		239,376		212,115		198,430		180,118
Investment management	22,820		31,151		—		—		18,636		26,130		14,523		20,766
Other	16,686		18,851		20,531		16,092		11,843		12,752		12,020		12,226
	945,121		836,837		804,682		739,126		631,011		561,547		610,816		532,703
Total	$	955,339	$	862,715	$	817,151	$	763,986	$	638,909	$	581,697	$	618,864	$	553,002

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

9.10. Reinsurance

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


	Quarter Ended September 30,												Quarter Ended June 30,
	2016						2015						2017						2016
(dollars in thousands)	Written			Earned			Written			Earned			Written			Earned			Written			Earned
Direct	$	888,009		$	883,687		$	878,269		$	881,512		$	1,046,833		$	914,249		$	957,244		$	865,943
Assumed	241,764			292,951			280,095			293,481			310,331			312,538			320,405			295,868
Ceded	(200,390		)	(202,394		)	(205,180		)	(211,318		)	(219,507		)	(193,213		)	(227,103		)	(210,952		)
Net premiums	$	929,383		$	974,244		$	953,184		$	963,675		$	1,137,657		$	1,033,574		$	1,050,546		$	950,859


	Nine Months Ended September 30,												Six Months Ended June 30,
	2016						2015						2017						2016
(dollars in thousands)	Written			Earned			Written			Earned			Written			Earned			Written			Earned
Direct	$	2,724,341		$	2,617,074		$	2,631,734		$	2,601,458		$	1,896,317		$	1,777,235		$	1,836,332		$	1,733,387
Assumed	1,075,744			878,882			1,044,889			910,640			921,598			620,107			833,980			585,931
Ceded	(638,196		)	(613,167		)	(653,665		)	(647,216		)	(420,029		)	(381,166		)	(437,806		)	(410,773		)
Net premiums	$	3,161,889		$	2,882,789		$	3,022,958		$	2,864,882		$	2,397,886		$	2,016,176		$	2,232,506		$	1,908,545

The percentage of ceded earned premiums to gross earned premiums was ~~17% and 18%, respectively,~~16% for the ~~quarters~~quarter and six months ended ~~September~~June 30, ~~2016 and 2015~~2017 and 18% for the ~~nine~~quarter and six months ended ~~September~~June 30, ~~2016 and 2015.~~2016. The percentage of assumed earned premiums to net earned premiums was 30% and 31% for the quarters ended ~~September~~June 30, 2017 and 2016, respectively, and ~~2015 and 30% and 32%, respectively,~~31% for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

Incurred losses and loss adjustment expenses were net of reinsurance recoverables (ceded incurred losses and loss adjustment expenses) of ~~$83.3~~$109.0 million and ~~$53.8~~$75.5 million ~~respectively,~~ for the quarters ended ~~September~~June 30, 2017 and 2016, respectively, and ~~2015 and $289.4~~$208.6 million and ~~$285.9~~$206.1 million ~~respectively,~~ for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, ~~and 2015.~~respectively.

~~10.~~11. Life and Annuity Benefits

Life and annuity benefits are compiled on a reinsurance contract-by-contract basis 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 must make estimates and assumptions based on cedent experience, industry mortality tables, and expense and investment experience, including a provision for adverse deviation. The assumptions used to determine policy benefit reserves are generally locked-in for the life of the contract unless an unlocking event occurs. Loss recognition testing is performed to determine if existing policy benefit reserves, together with the present value of future gross premiums and expected investment income earned thereon, are adequate to cover the present value of future benefits, settlement and maintenance costs. If the existing policy benefit reserves are not sufficient, the locked-in assumptions are revised to current best estimate assumptions and a charge to earnings for life and annuity benefits is recognized at that time.

Life and annuity benefits are also adjusted to the extent unrealized gains on the investments supporting the policy benefit reserves would result in a reserve deficiency if those gains were realized. During the quarter and ~~nine~~six months ended ~~September~~June 30, 2016, the Company recognized a reserve deficiency resulting from ~~decreases~~a decrease in the market yield on the investment portfolio supporting the policy benefit reserves by increasing life and annuity benefits by ~~$9.6~~$47.9 million ~~and $57.5 million, respectively,~~ and decreasing the change in net unrealized holding gains included in other comprehensive income by a corresponding amount. ~~As of September 30, 2016, the cumulative~~No adjustment ~~to life and annuity benefits attributable to unrealized gains on the underlying investment portfolio totaled $57.5 million.~~

~~11. Income Taxes~~

~~The effective tax rate~~ was ~~27% and 21%~~required for the ~~nine~~quarter or six months ended ~~September~~June 30, 2016 and 2015, respectively. For the nine months ended September 30, 2016, the effective tax rate differs from the U.S. statutory tax rate of 35% primarily as a result of tax-exempt investment income. For the nine months ended September 30, 2015, the effective tax rate differs from the U.S. statutory tax rate of 35% primarily as a result of foreign tax credits for foreign taxes paid and tax-exempt investment income. The Company's recognition of foreign tax credits in 2015 had a favorable impact on its effective tax rate for the nine months ended September 30, 2015 of 8%. The increase in the effective tax rate in 2016 compared to 2015 was primarily due to the 2015 impact of foreign tax credits described above and a decrease in estimated annual earnings attributable to foreign operations that are taxed at a lower rate in 2016 compared to 2015.

During the first quarter of 2016, the Internal Revenue Service completed its examination of the Company’s 2012 federal income tax return. There were no adjustments to our income tax liabilities as a result of this examination.2017.

12. Variable Interest Entities

~~In December 2015, the Company formed~~ Markel CATCo Investment Management Ltd. (MCIM), a wholly-owned consolidated ~~subsidiary. MCIM~~subsidiary of the Company, is an insurance-linked securities investment fund manager and insurance manager headquartered in Bermuda. Results attributable to MCIM are included with the Company's non-insurance operations, which are not included in a reportable segment.

~~In December 2015, the Company also formed~~MCIM manages a mutual fund company and reinsurance company, both of which were organized under Bermuda ~~law and are managed by MCIM.~~law. The mutual fund company issues multiple classes of nonvoting, redeemable preference shares to investors through its funds (the Funds) and the Funds are primarily invested in nonvoting shares of the reinsurance company. The underwriting results of the reinsurance company are attributed to the Funds through the issuance of nonvoting preference shares.

The Funds and the reinsurance company are considered VIEs, as their preference shareholders have no voting rights. MCIM has the power to direct the activities that most significantly impact the economic performance of these entities, but does not have a variable interest in any of the entities. Except as described below, the Company is not the primary beneficiary of the Funds or the reinsurance company, as the ~~Company’s~~Company's involvement is generally limited to that of an investment or insurance manager, receiving fees that are at market and commensurate with the level of effort required. Investment management fees earned by the Company from unconsolidated Funds were $9.3 million and $7.4 million for the quarters ended June 30, 2017 and 2016, respectively, and $18.6 million and $14.5 million for the six months ended June 30, 2017 and 2016, respectively. The Company is the sole investor in one of the Funds, the Markel Diversified Fund, and consolidates that fund as its primary beneficiary. The Company also holds an investment in another one of the Funds ($26.0 million as of September 30, 2016) but does not have the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE, and therefore does not consolidate that Fund.

As of ~~September~~June 30, 2017, total assets of the Markel Diversified Fund were $186.0 million and total liabilities were $63.8 million. As of December 31, 2016, total assets of the Markel Diversified Fund were ~~$166.9~~$166.8 million and total liabilities were ~~$63.8~~$64.6 million. The assets of the Markel Diversified Fund are available for use only by the Markel Diversified Fund, and are not available for use by the Company. Total assets of the Markel Diversified Fund include an investment in one of the unconsolidated Funds totaling ~~$164.4~~$183.3 million as of ~~September~~June 30, 2017 and $165.1 million as of December 31, 2016, which represents 6%5% of the outstanding preference shares of that ~~fund.~~fund as of June 30, 2017 and 6% as of December 31, 2016. This investment is included in equity securities (available-for-sale) on the ~~Company’s~~Company's consolidated balance ~~sheet.~~sheets. Total liabilities of the Markel Diversified Fund ~~include~~for both periods includes a $62.5 million note payable, delivered as part of the consideration provided for its investment. This note payable is included in senior long-term debt and other debt on the ~~Company’s~~Company's consolidated balance ~~sheet.~~sheets. Other than the note payable, any liabilities held by the Markel Diversified Fund have no recourse to the ~~Company’s~~Company's general credit.

The ~~Company’s~~Company's exposure to risk from the unconsolidated Funds and reinsurance company is generally limited to its investment and any earned but uncollected fees. The Company has not issued any investment performance guarantees to these VIEs or their investors. As of ~~September~~June 30, ~~2016,~~2017, total investment and insurance assets under management of MCIM for unconsolidated VIEs were ~~$3.4~~$4.4 billion.

13. Net Income per Share

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


	Quarter Ended September 30,					Nine Months Ended September 30,					Quarter Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2016			2015		2016			2015		2017			2016			2017			2016
Net income to shareholders	$	83,796		$	102,519	$	322,963		$	384,880	$	149,660		$	78,797		$	219,529		$	239,167
Adjustment of redeemable noncontrolling interests	(4,928		)	1,376		(10,909		)	3,091		(5,141		)	(2,529		)	(20,284		)	(5,981		)
Adjusted net income to shareholders	$	78,868		$	103,895	$	312,054		$	387,971	$	144,519		$	76,268		$	199,245		$	233,186

Basic common shares outstanding	14,033			13,983		14,013			13,977		13,977			14,012			13,987			14,003
Dilutive potential common shares from conversion of options	3			8		4			9		2			4			2			5
Dilutive potential common shares from conversion of restricted stock	49			71		62			70		40			72			43			79
Diluted shares outstanding	14,085			14,062		14,079			14,056		14,019			14,088			14,032			14,087
Basic net income per share	$	5.62		$	7.43	$	22.27		$	27.76	$	10.34		$	5.44		$	14.25		$	16.65
Diluted net income per share	$	5.60		$	7.39	$	22.16		$	27.60	$	10.31		$	5.41		$	14.20		$	16.55

14. Other Comprehensive Income ~~(Loss)~~

Other comprehensive income ~~(loss)~~ includes net holding gains ~~(losses)~~ arising during the period, changes in unrealized other-than-temporary impairment losses on fixed maturities arising during the period and reclassification adjustments for net gains included in net income. Other comprehensive income ~~(loss)~~ also includes changes in foreign currency translation adjustments and changes in net actuarial pension loss.

The following table presents the change in accumulated other comprehensive income by component, net of taxes and noncontrolling interests, for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016.

(dollars in thousands) Unrealized Holding Gains on Available-for-Sale Securities Foreign Currency Net Actuarial Pension Loss Total
December 31, 2014 $ 1,793,254
$ (43,491 ) $ (45,206 ) $ 1,704,557
Other comprehensive loss before reclassifications (258,275 ) (22,236 ) —
(280,511 )
Amounts reclassified from accumulated other comprehensive income (8,037 ) —
1,407
(6,630 )
Total other comprehensive income (loss) (266,312 ) (22,236 ) 1,407
(287,141 )
September 30, 2015 $ 1,526,942
$ (65,727 ) $ (43,799 ) $ 1,417,416

December 31, 2015 $ 1,472,762
$ (72,696 ) $ (45,558 ) $ 1,354,508
Other comprehensive income (loss) before reclassifications 411,354
(6,159 ) —
405,195
Amounts reclassified from accumulated other comprehensive income (33,308 ) —
1,247
(32,061 )
Total other comprehensive income (loss) 378,046
(6,159 ) 1,247
373,134
September 30, 2016 $ 1,850,808
$ (78,855 ) $ (44,311 ) $ 1,727,642



(dollars in thousands)	Unrealized Holding Gains on Available-for-Sale Securities			Foreign Currency			Net Actuarial Pension Loss			Total
December 31, 2015	$	1,472,762		$	(72,696	)	$	(45,558	)	$	1,354,508
Other comprehensive income before reclassifications	388,273			2,189			—			390,462
Amounts reclassified from accumulated other comprehensive income	(23,550		)	—			857			(22,693		)
Total other comprehensive income	364,723			2,189			857			367,769
June 30, 2016	$	1,837,485		$	(70,507	)	$	(44,701	)	$	1,722,277

December 31, 2016	$	1,714,930		$	(84,406	)	$	(64,658	)	$	1,565,866
Other comprehensive income before reclassifications	350,349			3,491			—			353,840
Amounts reclassified from accumulated other comprehensive income	(9,391		)	—			1,618			(7,773		)
Total other comprehensive income	340,958			3,491			1,618			346,067
June 30, 2017	$	2,055,888		$	(80,915	)	$	(63,040	)	$	1,911,933

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


	Quarter Ended September 30,						Nine Months Ended September 30,						Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016			2015			2016			2015			2017			2016			2017			2016
Change in net unrealized gains on investments:
Net holding gains (losses) arising during the period	$	8,309		$	(71,549	)	$	196,189		$	(129,546	)
Net holding gains arising during the period													$	93,935		$	71,381		$	168,928		$	187,880
Change in unrealized other-than-temporary impairment losses on fixed maturities arising during the period	(3		)	(10		)	(9		)	28			—			9			—			(6		)
Reclassification adjustments for net gains (losses) included in net income	(4,811		)	4,647			(12,621		)	(1,025		)	136			(2,333		)	(2,396		)	(7,810		)
Change in net unrealized gains on investments	3,495			(66,912		)	183,559			(130,543		)	94,071			69,057			166,532			180,064
Change in foreign currency translation adjustments	2,847			829			1,152			1,662			(466		)	(1,618		)	(503		)	(1,695		)
Change in net actuarial pension loss	86			119			274			352			154			86			333			188
Total	$	6,428		$	(65,964	)	$	184,985		$	(128,529	)	$	93,759		$	67,525		$	166,362		$	178,557

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


	Quarter Ended September 30,						Nine Months Ended September 30,						Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016			2015			2016			2015			2017			2016			2017			2016
Unrealized holding gains on available-for-sale securities:
Other-than-temporary impairment losses	$	—		$	(18,281	)	$	(12,080	)	$	(23,373	)	$	(604	)	$	(3,675	)	$	(3,817	)	$	(12,080	)
Net realized investment gains, excluding other-than-temporary impairment losses	14,569			7,634			58,009			32,435			690			16,575			15,604			43,440
Total before taxes	14,569			(10,647		)	45,929			9,062			86			12,900			11,787			31,360
Income taxes	(4,811		)	4,647			(12,621		)	(1,025		)	136			(2,333		)	(2,396		)	(7,810		)
Reclassification of unrealized holding gains (losses), net of taxes	$	9,758		$	(6,000	)	$	33,308		$	8,037
Reclassification of unrealized holding gains, net of taxes													$	222		$	10,567		$	9,391		$	23,550

Net actuarial pension loss:
Underwriting, acquisition and insurance expenses	$	(476	)	$	(594	)	$	(1,521	)	$	(1,759	)	$	(1,056	)	$	(480	)	$	(1,951	)	$	(1,045	)
Income taxes	86			119			274			352			154			86			333			188
Reclassification of net actuarial pension loss, net of taxes	$	(390	)	$	(475	)	$	(1,247	)	$	(1,407	)	$	(902	)	$	(394	)	$	(1,618	)	$	(857	)

15. Contingencies

~~Contingencies~~In October 2010, the Company completed its acquisition of Aspen Holdings, Inc. (Aspen). As part of the consideration for that acquisition, Aspen shareholders received contingent value rights (CVRs), which are currently expected to result in the payment of additional cash consideration to CVR holders. Absent the litigation described below, the final amount to be paid to CVR holders would be determined after December 31, 2017, the CVR maturity date, based on, among other things, adjustments for the development of pre-acquisition loss reserves and loss sensitive profit commissions.

The CVR holder representative, Thomas Yeransian, has disputed the Company's estimation of the value of the CVRs. On September 15, 2016, Mr. Yeransian filed a suit alleging, among other things, that the Company is in default under the CVR agreement. The holder representative seeks: $47.3 million in damages, which represents the unadjusted value of the CVRs; plus interest (approximately $10.6 million through June 30, 2017) and default interest (up to an additional $9.3 million through June 30, 2017, depending on the date any default occurred); and an unspecified amount of punitive damages, costs, and attorneys’ fees.

At the initial hearing held February 21, 2017, the judge stayed the proceedings and ordered the parties to discuss resolving the dispute pursuant to the independent CVR valuation procedure under the CVR agreement. The parties met on April 5, 2017, but were unsuccessful in reaching agreement on a process for resolving the dispute.

Management believes the holder representative’s suit to be without merit and will vigorously defend against it. Further, management believes that any material loss resulting from the holder representative’s suit to be remote and that the contractual contingent consideration payments related to the CVRs will not have a material impact on the Company's liquidity.

In addition, 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.

~~16. Subsequent Events~~

After the end of the third quarter of 2016, the Caribbean and southeastern and mid-Atlantic regions of the United States sustained losses from Hurricane Matthew. Based on information currently available, the Company estimates its range of net incurred losses on this event is between $40 million and $100 million before income taxes. This estimated range of losses was derived based on preliminary industry loss estimates, policy level reviews and direct contact with insureds and brokers when possible. However, we are still gathering loss data from our policy holders and cedents and do not expect that all losses have been reported at this time. Potential losses associated with business interruption are also not yet clear. The Company continues to closely monitor reported claims to refine its estimate of losses, which will be recorded in the fourth quarter of 2016.

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

The accompanying consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of Markel Corporation and its consolidated subsidiaries, as well as any variable interest entities ~~(VIEs)~~ that meet the requirements for consolidation (the Company).

~~Critical Accounting Estimates~~

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

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

~~Readers are urged to review our~~ ~~2015~~ ~~Annual Report on Form 10-K for a more complete description of our critical accounting estimates.~~

~~Effective January 1, 2016, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2015-02,~~ ~~Consolidation (Topic 810): Amendments to the Consolidation Analysis~~, which changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a VIE, and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The ASU also significantly changes how to evaluate voting rights for entities that are not similar to limited partnerships when determining whether the entity is a VIE, which may affect entities for which the decision making rights are conveyed through a contractual arrangement. The adoption of this guidance did not result in any changes to our previous consolidation conclusions.

~~During the second quarter of 2016, we early adopted FASB ASU No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~, which changes several aspects of the accounting for share-based payment award transactions. Under the new guidance, all excess tax benefits or deficiencies associated with share-based payment award transactions are required to be recognized as an income tax benefit or expense in net income when the awards vest or are settled, with the corresponding cash flows recognized as an operating activity in the statement of cash flows. Excess tax benefits and deficiencies are no longer recognized in additional paid-in-capital. The new guidance also allows an employer to repurchase more of an employee's shares for tax witholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur, rather than estimating forfeitures upon issuance of the award. Upon adoption of ASU No. 2016-09, we elected to account for forfeitures as they occur, which had no impact on the consolidated financial statements. The provisions of ASU No. 2016-09 were adopted as of January 1, 2016 on a prospective basis and did not have a material impact on our financial position, results of operations or cash flows.

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, which creates a new comprehensive revenue recognition standard that will serve as a single source of revenue guidance for all companies in all industries. The guidance applies to all companies that either enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards, such as insurance contracts. ASU No. 2014-09's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU No. 2015-14, ~~Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date~~, which deferred the original effective date of ASU No. 2014-09 by one year. As a result, ASU No. 2014-09 becomes effective for us during the first quarter of 2018 and may be applied retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. Early application is permitted, but not before the first quarter of 2017. ASU No. 2016-08, ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net),~~ ~~ASU No. 2016-10,~~ ~~Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing~~ ~~and ASU No. 2016-12,~~ ~~Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients~~ were issued in March, April and May 2016, respectively, as amendments to ASU No. 2014-09. These amendments will be evaluated and adopted in conjunction with ASU No. 2014-09. We are currently evaluating ASU No. 2014-09, and related amendments, to determine the potential impact that adopting this standard will have on our consolidated financial statements. Adoption of this ASU is not expected to have a material impact on our insurance operations, but may have a material impact on our non-insurance operations.

~~In January 2016, the FASB issued ASU No. 2016-01,~~ ~~Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities~~. The ASU significantly changes the income statement impact of equity investments and the recognition of changes in fair value of financial liabilities attributable to an entity's own credit risk when the fair value option is elected. The ASU requires equity instruments that do not result in consolidation and are not accounted for under the equity method to be measured at fair value and to recognize any changes in fair value in net income rather than other comprehensive income (loss). ASU No. 2016-01 becomes effective for us during the first quarter of 2018 and will be applied using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The provisions related to equity investments without a readily determinable fair value will be applied prospectively to equity investments as of the adoption date. Early adoption is permitted for certain provisions of the ASU. We are currently evaluating ASU No. 2016-01 to determine the potential impact that adopting this standard will have on our consolidated financial statements. Adoption of this ASU is not expected to have a material impact on our financial position, cash flows, or total comprehensive income (loss), but will have a significant impact on our results of operations as changes in fair value will be presented in net income rather than other comprehensive income (loss).

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~. The ASU requires lessees to put most leases on their balance sheets as a lease liability with a corresponding right-of-use asset, but continue to recognize the related leasing expense within net income. The guidance also eliminates the real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. ASU No. 2016-02 becomes effective for us during the first quarter of 2019 and will be applied under a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Early adoption is permitted. We are currently evaluating ASU No. 2016-02 to determine the potential impact that adopting this standard will have on our consolidated financial statements.

~~In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.~~ The ASU replaces the current incurred loss model used to measure impairment losses with an expected loss model for trade, reinsurance, and other receivables as well as financial instruments measured at amortized cost. For available-for-sale debt securities, the ASU requires entities to record impairments as an allowance, rather than a reduction of the amortized cost, as is currently required under the other-than-temporary impairment model. ASU No. 2016-13 becomes effective for us during the first quarter of 2020 and will be applied using a modified-retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating ASU No. 2016-13 to determine the potential impact that adopting this standard will have on the consolidated financial statements.

Our Business

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

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

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

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

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

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

In ~~December 2015,~~April 2017, we completed the acquisition of ~~substantially all of the assets of CATCo Investment Management Ltd. (CATCo IM)~~SureTec Financial Corp. (SureTec), a Texas-based privately held surety company primarily offering contract, commercial and CATCo-Re Ltd. CATCo IM was an insurance-linked securities investment fund manager and reinsurance manager headquartered in Bermuda focused on building and managing highly diversified, collateralized retrocession and reinsurance portfolios covering global property catastrophe risks. Following the acquisition, we are operating this business through Markel CATCo Investment Management Ltd. (MCIM). MCIM receives management fees for its investment management and insurance management services, as well as performance fees based on the annual performance of the investment funds that it manages.court bonds. Results attributable to ~~MCIM~~SureTec are included ~~with our non-insurance operations, which are not included~~ in ~~a reportable~~the U.S. Insurance segment.

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

In December 2015, we acquired 80% of the outstanding shares of CapTech Ventures, Inc. (CapTech), a privately held company headquartered in Richmond, Virginia. CapTech is a management and IT consulting firm, providing services and solutions to a wide array of customers. Results attributable to CapTech are included withOur non-insurance operations also include our ~~non-insurance~~Markel CATCo operations, which are ~~not included~~conducted through Markel CATCo Investment Management Ltd. (MCIM). MCIM is an insurance-linked securities investment fund manager and reinsurance manager headquartered in ~~a reportable segment. Due~~Bermuda focused on building and managing highly diversified, collateralized retrocession and reinsurance portfolios covering global property catastrophe risks.

Critical Accounting Estimates

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

Readers are urged to review our ~~Markel Ventures operations,~~2016 Annual Report on Form 10-K for a more complete description of our critical accounting estimates.

Recent Accounting Pronouncements

The Financial Accounting Standards Board has recently issued several accounting standards updates (ASUs) that have the ~~financial results for CapTech are included in~~potential to impact our consolidated ~~statements~~financial position, results of ~~income and comprehensive income (loss) beginning~~operations or cash flows upon adoption. The standards that we expect have the most potential to significantly impact us in ~~January 2016.~~future periods are as follows:

ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)

ASU No. 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities

ASU No. 2016-02, Leases (Topic 842)

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

See note 2 of the notes to consolidated financial statements for discussion of these ASUs and the expected effects on our consolidated financial position, results of operations and cash flows.

Key Performance Indicators

We measure financial success by our ability to compound growth in book value per share at a high rate of return over a long period of time. To mitigate the effects of short-term volatility, we measure ourselves over a five-year period. We believe that growth in book value per share is the most comprehensive measure of our success because it includes all underwriting, investing and operating results. We measure underwriting results by our underwriting profit or loss and combined ratio. We measure investing results by our net investment income and net realized gains (losses) as well as our taxable equivalent total investment return. We measure our other operating results, which primarily consist of our Markel Ventures operations, by our revenues and net income (loss), as well as earnings before interest, income taxes, depreciation and amortization (EBITDA). Our quarterly performance measures are discussed below in greater detail under "Results of Operations."

Results of Operations

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


	Quarter Ended September 30,						Nine Months Ended September 30,						Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016			2015			2016			2015			2017			2016			2017			2016
Underwriting profit	$	22,318		$	113,319		$	205,075		$	311,000
U.S. Insurance segment underwriting profit													$	42,982		$	34,653		$	82,291		$	91,979
International Insurance segment underwriting profit (loss)													32,061			(961		)	56,412			9,954
Reinsurance segment underwriting profit (loss)													34,820			30,322			(36,444		)	67,321
Other Insurance (Discontinued Lines) segment underwriting profit (loss)													698			(291		)	5,954			13,503
Net investment income	93,147			87,060			279,437			270,521			99,299			94,996			199,667			186,290
Net realized investment gains (losses)	27,416			(14,707		)	65,836			(3,031		)
Net realized investment gains													17,627			17,241			38,492			38,420
Other revenues	336,475			306,736			955,339			817,151			330,993			312,841			638,909			618,864
Other expenses													(299,112		)	(277,909		)	(581,697		)	(553,002		)
Amortization of intangible assets	(17,010		)	(18,914		)	(51,474		)	(50,503		)	(18,026		)	(17,204		)	(34,796		)	(34,464		)
Other expenses	(309,713		)	(290,749		)	(862,715		)	(763,986		)
Interest expense	(33,152		)	(30,064		)	(97,690		)	(88,664		)	(31,797		)	(33,697		)	(65,199		)	(64,538		)
Loss on early extinguishment of debt	—			—			(44,100		)	—			—			(44,100		)	—			(44,100		)
Income tax expense	(36,060		)	(48,271		)	(121,968		)	(101,619		)	(58,118		)	(35,218		)	(81,122		)	(85,908		)
Net (income) loss attributable to noncontrolling interests	375			(1,891		)	(4,777		)	(5,989		)
Net income attributable to noncontrolling interests													(1,767		)	(1,876		)	(2,938		)	(5,152		)
Net income to shareholders	$	83,796		$	102,519		$	322,963		$	384,880		$	149,660		$	78,797		$	219,529		$	239,167

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

Underwriting Results

Underwriting profits are a key component of our strategy to grow book value per share. We believe that the ability to achieve consistent underwriting profits demonstrates knowledge and expertise, commitment to superior customer service and the ability to manage insurance risk. The property and casualty insurance industry commonly defines underwriting profit or loss as earned premiums net of losses and loss adjustment expenses and underwriting, acquisition and insurance expenses. We use underwriting profit or loss as a basis for evaluating our underwriting performance. The 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. A combined ratio less than 100% indicates an underwriting profit, while a combined ratio greater than 100% reflects an underwriting loss. 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.

Consolidated

The following table presents selected data from our underwriting operations.


	Quarter Ended September 30,								Nine Months Ended September 30,								Quarter Ended June 30,								Six Months Ended June 30,
(dollars in thousands)	2016				2015				2016				2015				2017				2016				2017				2016
Gross premium volume	$	1,129,773			$	1,158,364			$	3,800,085			$	3,676,623			$	1,357,164			$	1,277,649			$	2,817,915			$	2,670,312
Net written premiums	929,383				953,184				3,161,889				3,022,958				1,137,657				1,050,546				2,397,886				2,232,506
Net retention	82		%		82		%		83		%		82		%		84		%		82		%		85		%		84		%
Earned premiums	974,244				963,675				2,882,789				2,864,882				1,033,574				950,859				2,016,176				1,908,545
Losses and loss adjustment expenses	579,405				484,737				1,564,925				1,467,926				522,978				511,556				1,134,697				985,520
Underwriting, acquisition and insurance expenses	372,521				365,619				1,112,789				1,085,956				400,035				375,580				773,266				740,268
Underwriting profit	22,318				113,319				205,075				311,000				110,561				63,723				108,213				182,757

U.S. GAAP Combined Ratios⁽¹⁾
U.S. Insurance	101		%		90		%		95		%		89		%		93		%		94		%		93		%		91		%
International Insurance	91		%		87		%		95		%		87		%		86		%		100		%		87		%		98		%
Reinsurance	94		%		86		%		87		%		92		%		85		%		86		%		108		%		84		%
Other Insurance (Discontinued Lines)	NM			⁽²⁾	NM			⁽²⁾	NM			⁽²⁾	NM			⁽²⁾	NM			⁽¹⁾	NM			⁽¹⁾	NM			⁽¹⁾	NM			⁽¹⁾
Markel Corporation (Consolidated)	98		%		88		%		93		%		89		%		89		%		93		%		95		%		90		%

⁽¹⁾

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


⁽²⁾	NM – Ratio is not meaningful.

Our combined ratio was ~~98%~~89% and ~~93%, respectively,~~95% for the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017, respectively, compared to ~~88%~~93% and ~~89%, respectively,~~90% for the same periods of ~~2015.~~2016.

The combined ratio for the quarter ended September 30, 2016 included $50.1 million, or five points on the consolidated combined ratio, of losses and loss adjustment expenses resulting from management actions during the third quarter in response to claim trends noted by our actuaries in our medical malpractice and specified medical product lines within the U.S. Insurance segment. Of this amount, $36.5 million represents reserve strengthening on prior accident years. The adverse development on both of these product lines was driven by an increase in the proportion of business written on classes with higher claim frequencies relative to other classes of business within these product lines over the last several years, including correctional facilities and contract physician staffing. Beginning in late 2015, we saw an increase in claim frequencies on these classes, which was inconsistent with the historical trends indicated by our actuarial analyses. In recent quarters, we have continued to see steady increases in claim frequencies, as well as increases in claims payments on these classes of business. As a result, we have given more credibility to this new trend, and management increased loss reserves accordingly. In response, we have taken corrective actions for business written in the affected classes. We also experienced less favorable development of prior years' loss reserves across various other product lines within each of our ongoing underwriting segments in the third quarter of 2016 compared to the same period of 2015.

The current accident year loss ratio for the quarter ended September 30, 2016 increased slightly compared to 2015. Higher attritional losses within our U.S. Insurance segment, due in part to higher losses on our medical malpractice and specified medical product lines, and International Insurance segment were largely offset by a decrease in ultimate loss ratios across various product lines. Following the completion of two retroactive reinsurance transactions in 2015, we have less variability in our consolidated loss reserves. Additionally, management continues to gain confidence in the actuarial projections on product lines previously written by Alterra Capital Holdings Limited, which we acquired in 2013. As a result, management’s best estimate of the ultimate loss ratios on various product lines across all three of our ongoing underwriting segments has decreased compared to the same period of 2015. We continue to maintain a consolidated confidence level in a range consistent with our historic levels.

~~The increase~~ in the consolidated combined ratio for the ~~nine months~~quarter ended ~~September~~June 30, ~~2016~~2017 was driven by ~~less~~the impact of the Canadian wildfires that occurred in the second quarter of 2016 and more favorable development on prior years' loss reserves ~~partially offset by a lower current accident year loss ratio in 2016~~ compared to ~~2015.~~

~~The decrease in prior year redundancies for~~ the nine months ended September 30, 2016 was attributable to our U.S. Insurance and International Insurance segments. In 2016, redundancies on prior years' loss reserves in our U.S. Insurance segment included $71.4 million, or two points on thesame period of 2016. The consolidated combined ratio ~~of adverse development on our medical malpractice and specified medical product lines. Redundancies on prior years' loss reserves in 2015~~for the quarter ended June 30, 2016 included ~~$36.0~~$25.3 million, or one point on the consolidated combined ratio, of favorable development attributable to a decrease in the estimated volatility of our consolidated net reserves for unpaid losses and loss adjustment expenses, as a result of ceding a significant portion of our A&E exposures to a third party. As a result of this decrease in estimated volatility, our level of confidence in our net reserves for unpaid losses and loss adjustment expenses increased. Therefore, management reduced prior years' loss reserves in order to maintain a consolidated confidence level in a range consistent with our historic levels. This reduction in prior years' loss reserves during 2015 occurred in our U.S. Insurance and International Insurance segments.

~~The consolidated current accident year loss ratio included $26.1 million, or one point~~three points on the consolidated combined ratio, of underwriting loss related to the Canadian ~~wildfires that occurred~~wildfires. The increase in prior year redundancies for the quarter ended June 30, 2017 was attributable to our International Insurance and U.S. Insurance segments. Higher earned premiums across all of our segments had a favorable impact on the consolidated expense ratio. This favorable impact was partially offset by higher general expenses in our U.S. Insurance segment and higher commissions in our Reinsurance segment.

The increase in the ~~second quarter~~consolidated combined ratio for the six months ended June 30, 2017 was driven by less favorable development on prior years' loss reserves. The consolidated combined ratio for the six months ended June 30, 2017 included $85.0 million, or four points, of ~~2016. The impact of these losses~~adverse development on ~~the 2016 consolidated current accident year~~prior years' loss ~~ratio was more than offset by lower loss ratios across several other product lines~~reserves resulting from a decrease in ~~management's best~~the discount rate, known as the Ogden Rate, used to calculate lump sum awards in United Kingdom (U.K.) bodily injury cases. Effective March 20, 2017, the Ogden Rate decreased from plus 2.5% to minus 0.75%, which represents the first rate change since 2001. The effect of the rate change is most impactful to our U.K. auto casualty exposures through reinsurance contracts written in our Reinsurance segment. We ceased writing new U.K. auto business in late 2014. The reduction in the Ogden Rate increased the expected claims payments on these exposures, and management increased loss reserves accordingly. Our estimate of the ultimate ~~loss ratios~~cost of settling these claims is based on many factors, and is subject to increase or decrease as the effect of changes in ~~2016, as described above.~~these factors becomes known over time. Higher earned premiums across all of our segments had a favorable impact on the consolidated expense ratio. This favorable impact was partially offset by higher commissions in our Reinsurance segment.

U.S. Insurance Segment

The combined ratio for the U.S. Insurance segment was ~~101% and 95%, respectively,~~93% for both the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared to ~~90%~~94% and ~~89%, respectively,~~91% for the same periods of ~~2015.~~2016.

For the quarter ended ~~September~~June 30, ~~2016,~~2017, the ~~increase~~decrease in the combined ratio was driven by ~~less~~more favorable development ofon prior ~~accident~~ years' loss reserves.

The current accident year loss ratio for the ~~three months~~quarter ended ~~September~~June 30, ~~2016 increased slightly~~2017 was flat compared to ~~2015. During 2016, we experienced higher~~the quarter ended June 30, 2016. Higher attritional losses ~~on our professional liability product lines, most notably our medical malpractice and specified medical product lines, as previously discussed, and~~ on our property product lines ~~compared to 2015. We also experienced more large loss events~~ in ~~2016 than 2015. These increases~~2017 were offset by ~~lower attritional losses on our general liability product lines and~~ a favorable impact ~~resulting~~ from our new surety business, which was acquired during the second quarter of 2017 and carries a ~~decrease~~lower loss ratio than other products in ~~management's best estimate of ultimate loss ratios on various product lines, as previously discussed.~~the segment.

The U.S. Insurance segment's combined ratio for the quarter ended ~~September~~June 30, ~~2016~~2017 included ~~$21.5~~$77.3 million of favorable development on prior years' loss reserves compared to ~~$75.0~~$66.3 million for the same period in ~~2015.~~2016. The ~~decrease~~increase in redundancies ~~on prior years' loss reserves~~ was ~~driven by~~primarily due to adverse development on our medical malpractice and specified medical product lines in ~~2016 and less~~the second quarter of 2016. There was no development on these product lines in the second quarter of 2017. In 2017, the favorable development on prior years' loss reserves was most significant on our ~~property~~general liability product lines across several accident years, workers compensation product lines, primarily on the 2013 through 2016 accident years, and professional liability product lines across several accident years. The favorable development in 2016 ~~compared to 2015. For~~was most significant on our general liability, property and workers compensation product lines.

The expense ratio was flat for the quarter ended ~~September~~June 30, ~~2016,~~2017. A favorable impact from higher earned premiums was offset by higher general expenses, largely due to non-recurring acquisition-related expenses.

For the six months ended June 30, 2017, the increase in the combined ratio was driven by a higher current accident year loss ratio, partially offset by more favorable development on prior years' loss reserves.

The increase in the current accident year loss ratio for the six months ended June 30, 2017 was due to higher attritional losses compared to 2016, across various product lines.

The U.S. Insurance Segment's combined ratio for the six months ended June 30, 2017 included $119.9 million of favorable development on prior years' loss reserves compared to $105.0 million for the same period in 2016. The increase in favorable development was due to adverse development on our medical malpractice and specified medical product lines ~~totaled $36.5 million, or seven points on~~in the ~~segment combined ratio, primarily on the 2013 to 2015 accident years. Adverse~~first six months of 2016. There was no development on these product lines in ~~2016 was more than offset by~~the first six months of 2017. The favorable development on prior years' loss reserves ~~across several other product lines,~~in 2017 was most ~~notably~~significant on our general liability product lines across several accident years, workers compensation product lines, on the 2012 through 2016 accident years, and personal lines business, on the 2014 through 2016 accident years. During ~~the third quarter of 2015,~~2016, favorable development on prior years' loss reserves was most significant on our general liability and ~~property product lines.~~

~~For the nine months ended September 30, 2016, the increase in the combined ratio was driven by less favorable development of prior accident years' loss reserves.~~

The current accident year loss ratio for the nine months ended September 30, 2016 was flat compared to 2015. Higher attritional losses, primarily on our medical malpractice and specified medical product lines were largely offset by lower attritional losses, primarily on our general liability product lines, and the favorable impact resulting from a decrease in management's best estimate of ultimate loss ratios on various product lines, as previously discussed.

The U.S. Insurance segment's combined ratio for the nine months ended September 30, 2016 included $126.5 million of favorable development on prior years' loss reserves compared to $211.2 million for the same period in 2015. The decrease in loss reserve redundancies was driven by adverse development on certain of our professional liability product lines in 2016 and less favorable development on our property product lines in 2016 compared to 2015. Additionally, redundancies on prior years' loss reserves in 2015 included $19.0 million, or one point on the segment combined ratio, attributable to the decrease in the volatility of our consolidated net reserves for unpaid losses and loss adjustment expenses during the first quarter of 2015, as previously discussed. The favorable development on prior years' loss reserves in 2016 was most significant on our general liability product lines across several accident years, on our workers' compensation product line on the 2012 through 2015 accident years, and on our property product lines on the 2013 and 2014 accident years. Favorable development on prior years' loss reserves in 2016 was partially offset by adverse development on our medical malpractice and specified medical product lines, primarily on the 2010 through 2015 accident years, as previously discussed. For the nine months ended September 30, 2016, the combined adverse development on these product lines totaled $71.4 million, or four points on the segment combined ratio. During 2015, favorable development on prior years' loss reserves was most significant on our general liability, property and workers'workers compensation product lines.

International Insurance Segment

The combined ratio for the International Insurance segment was ~~91%~~86% and ~~95%, respectively,~~87% for the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017, respectively, compared to ~~87%~~100% and 98% for ~~both~~ the ~~quarter and nine months ended September 30, 2015.~~same periods of 2016.

For the quarter ended ~~September~~June 30, ~~2016,~~2017, the ~~increase~~decrease in the combined ratio was driven by ~~less~~a lower expense ratio, more favorable development ofon prior ~~accident~~ years' loss reserves and a ~~higher~~lower current accident year loss ~~ratio, partially offset by a lower expense ratio compared to the same period of 2015.~~ratio.

The ~~increase~~decrease in the current accident year loss ratio for the ~~three months~~quarter ended ~~September~~June 30, 2017 compared to 2016 was driven by ~~higher attritional losses and large losses~~the impact of the Canadian wildfires that occurred in the second quarter of 2016. The current accident year loss ratio for the quarter ended June 30, 2016 ~~compared~~included $4.6 million, or two points on the segment combined ratio, of underwriting loss related to ~~2015, primarily on our marine and energy product lines, partially offset by a decrease in management's best estimate of ultimate loss ratios on various product lines, as previously discussed.~~the Canadian wildfires.

The International Insurance segment's combined ratio for the quarter ended ~~September~~June 30, ~~2016~~2017 included ~~$42.7~~$55.3 million of favorable development on prior years' loss reserves compared to ~~$57.9~~$39.0 million in ~~2015. In 2016,~~ ~~the favorable development~~2016. The increase in reserve redundancies on prior years' loss reserves was driven by more favorable development on our professional liability product lines in the second quarter of 2017 compared the same period of 2016. For both the quarter ended June 30, 2017 and 2016, favorable development was most significant on our professional liability product lines across several accident years. The favorable development in 2015 was most significant on our professional liability, general liability and marine and energy product lines. The decrease in favorable development on prior years' loss reserves in the third quarter of 2016 compared to the third quarter of 2015 was driven by less favorable development across various product lines.

The ~~decrease in the~~ expense ratio ~~was primarily due to lower profit sharing in 2016 compared to 2015 and a favorable impact from a reallocation of expenses between~~for the International Insurance segment ~~and Reinsurance segment in the third quarter of 2016. These movements were partially offset by the impact of higher broker commissions in 2016.~~

For the nine months ended September 30, 2016, the increase in the combined ratio was driven by less favorable development on prior years' loss reserves and a higher expense ratio, partially offset by a lower current accident year loss ratio compareddecreased primarily due to ~~the same period of 2015.~~

The decrease in the current accident year loss ratio for the nine months ended September 30, 2016 was driven by a decrease in management's best estimate of ultimate loss ratios on various product lines, as previously discussed. We also experienced lower attritional losses across various product lines in 2016, which were largely offset by higher attritional and large losses on our marine and energy product lines. The current accident year loss ratio for the nine months ended September 30, 2016 also included $4.9 million, or one point on the segment combined ratio, of underwriting loss related to the Canadian wildfires that occurred in the second quarter.

The International Insurance segment's combined ratio for the nine months ended September 30, 2016 included $111.4 million of favorable development on prior years' loss reserves compared to $177.9 million in 2015. The decrease in loss reserve redundancies in 2016 compared to 2015 was driven by less favorable development on our marine and energy product lines in 2016. Additionally, redundancies on prior years' loss reserves in 2015 included $17.0 million, or three points on the segment combined ratio, attributable to the decrease in the volatility of our consolidated net reserves for unpaid losses and loss adjustment expenses during the first quarter of 2015, as previously discussed. For the nine months ended September 30, 2016, the favorable development on prior years' loss reserves was most significant on our professional liability product lines across several accident years and our marine and energy product lines, primarily on the 2012 through 2015 accident years. For the nine months ended September 30, 2015, the favorable development on prior years' loss reserves occurred across several product lines, but was most significant on our marine and energy, professional liability and general liability product lines.

~~The increase in the expense ratio was attributable to higher broker commissions in 2016 and~~ the write off of previously capitalized software development costs in the second quarter of ~~2016. These increases were partially offset by~~2016 and a favorable impact from higher earned premium and lower profit sharing ~~costs~~ in ~~2016~~the second quarter of 2017 compared to ~~2015.~~

~~Reinsurance Segment~~

The combined ratio for the Reinsurance segment was 94% and 87%, respectively, for the quarter and nine months ended September 30, 2016 compared to 86% and 92%, respectively, for the same periods of 2015.2016.

For the quarter ended September 30, 2016 the increase in the combined ratio was driven by a higher expense ratio and less favorable development on prior years' loss reserves compared to the same period of 2015.

The Reinsurance segment's combined ratio for the quarter ended September 30, 2016 included $19.1 million of favorable development on prior years' loss reserves compared to $24.2 million in 2015. The decrease in loss reserve redundancies was driven by adverse development on our professional liability lines in 2016 compared to favorable development in 2015, partially offset by more favorable development on our general liability product lines. The favorable development on prior years' loss reserves in 2016 was across several product lines but was most significant on our property product lines, primarily on the 2012 through 2015 accident years, and on our general liability product lines across several accident years. Adverse development on our professional liability lines in 2016 was driven by unfavorable claims experience across multiple accident years. The favorable development on prior years' loss reserves in 2015 was most significant on our property lines of business.

The increase in the expense ratio was primarily due to an unfavorable impact from a reallocation of expenses between the Reinsurance segment and International Insurance segment in the third quarter of 2016, as well as higher profit sharing expenses in 2016 compared to 2015.

~~For the nine~~six months ended ~~September~~June 30, ~~2016~~2017, the decrease in the combined ratio was driven by more favorable development on prior years' loss reserves and a lower ~~current accident year loss ratio, partially offset by a higher~~ expense ratio compared to the same period of ~~2015.~~2016.

The current accident year loss ratio for the ~~nine~~six months ended ~~September~~June 30, 2017 increased slightly compared to the prior year period. In 2017, we experienced higher attritional loss ratios across several product lines compared to the prior year period. The current accident year loss ratio for the six months ended June 30, 2016 included ~~$21.2~~$4.6 million, or ~~three~~one point on the segment combined ratio, of underwriting loss related to the Canadian wildfires.

The International Insurance segment's combined ratio for the six months ended June 30, 2017 included $105.5 million of favorable development on prior years' loss reserves compared to $68.7 million in 2016. The increase in loss reserve redundancies on prior years' loss reserves in 2017 compared to 2016 was driven by more favorable development on our general liability product lines in 2017. For the six months ended June 30, 2017, the favorable development on prior years' loss reserves was most significant on our professional liability and general liability product lines across several accident years and our marine and energy product lines, primarily on the 2013 through 2015 accident years. For the six months ended June 30, 2016, the favorable development on prior years' loss reserves was most significant on our professional liability and marine and energy product lines.

The decrease in the expense ratio was primarily due to the write off of previously capitalized software development costs during the second quarter of 2016, lower profit sharing, and the favorable impact from higher earned premium in the first six months of 2017 compared to 2016. These decreases were partially offset by the impact of changes in the mix of business in this segment, most notably as the result of higher retentions on products with higher net commission rates in 2017 compared to 2016.

Reinsurance Segment

The combined ratio for the Reinsurance segment was 85% and 108% for the quarter and six months ended June 30, 2017, respectively, compared to 86% and 84% for the same periods of 2016.

For the quarter ended June 30, 2017 the decrease in the combined ratio was driven by a lower current accident year loss ratio, partially offset by less favorable development on prior years' loss reserves and a higher expense ratio in 2017 compared to the same period of 2016.

The decrease in the current accident year loss ratio for the quarter ended June 30, 2017 compared to 2016 was driven by the impact of the Canadian wildfires that occurred in the second quarter of 2016. The current accident year loss ratio for the quarter ended June 30, 2016 included $20.7 million, or ten points on the segment combined ratio, of underwriting loss related to the Canadian wildfires. In the second quarter of 2017, we experienced higher attritional losses compared to the same period of 2016, primarily on our property product lines.

The Reinsurance segment's combined ratio for the quarter ended June 30, 2017 included $28.2 million of favorable development on prior years' loss reserves compared to $34.6 million of favorable development in 2016. The decrease in favorable development on prior years' loss reserves was driven primarily by less favorable development on our property product lines, partially offset by more favorable development on our whole account business. For the quarter ended June 30, 2017, favorable development on prior years' loss reserves was most significant on our whole account product line on the 2010 through 2014 accident years. For the quarter ended June 30, 2016, the favorable development was most significant on our property product lines.

The increase in the expense ratio was primarily due to higher commissions as a result of higher earned premiums on our quota share business in 2017 compared to 2016, which carries a higher commission rate than other business in the Reinsurance segment, partially offset by lower profit sharing expenses in 2017 compared to 2016.

For the six months ended June 30, 2017 the increase in the combined ratio was driven by adverse development on prior year loss reserves, partially offset by a lower current accident year ratio.

The current accident year loss ratio for the quarter ended June 30, 2016 included $20.7 million, or five points on the segment combined ratio, of underwriting loss related to the Canadian wildfires that occurred in the second ~~quarter. The impact~~quarter of ~~these losses on the 2016 current~~2016. In 2017, we had more unfavorable premium adjustments related to prior accident ~~year loss ratio was more than offset by lower attritional losses and a decrease in management's best estimate of ultimate loss ratios on various product lines, as previously discussed.~~years compared to 2016.

The Reinsurance segment's combined ratio for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 included ~~$90.1~~$43.4 million of ~~favorable~~adverse development on prior years' loss reserves compared to ~~$65.7~~$71.0 million of favorable development in ~~2015.~~2016. The ~~increase~~adverse development on prior years' loss reserves in ~~loss reserve redundancies~~2017 is primarily due to the decrease in ~~2016 compared~~the Ogden Rate, as previously discussed, which resulted in $85.0 million of adverse development, or 19 points on the Reinsurance segment combined ratio. Also contributing to ~~2015~~the unfavorable variance to the prior year period was ~~driven by more~~less favorable development on our ~~workers' compensation and~~ property product ~~lines.~~line in 2017 compared to 2016. For the six months ended June 30, 2017, favorable development was most significant on our whole account product line on the 2010 through 2014 accident years and on our property product line on the 2012 through 2015 accident years. The favorable development on prior years' loss reserves in 2016 was ~~across several product lines but was~~ most significant on our property ~~product lines, primarily on the 2012 through 2015 accident years,~~ and ~~on our workers'~~workers compensation product ~~lines across several accident years. The favorable development on prior years' loss reserves in 2015 was most significant on our general liability and property lines of business.~~lines.

The ~~increase in the~~ expense ratio was ~~primarily due~~flat for the six months ended June 30, 2017 compared to the same period of 2016. In 2017, higher commissions as a result of higher earned premiums on our quota share business were offset by lower profit sharing ~~expenses in 2016~~ compared to ~~2015.~~the same period of 2016.

Other Insurance (Discontinued Lines)

The Other Insurance (Discontinued Lines) segment produced an underwriting profit of $0.7 million and $6.0 million for the quarter and six months ended June 30, 2017, respectively, compared to an underwriting loss of ~~$2.7~~$0.3 million and an underwriting profit of ~~$10.8~~$13.5 million ~~for the quarter and nine months ended September 30, 2016, respectively, compared to an underwriting profit of $5.0 million and $3.6 million, respectively,~~ for the same periods of ~~2015.~~2016. The underwriting profit in the first ~~nine~~six months of 2017 was driven by the Part VII transaction completed during the first quarter. See note 7 of the notes to the consolidated financial statements. The underwriting profit for the six months ended June 30, 2016 was driven by favorable development related to a commutation that was ~~completed~~triggered during the ~~period.~~

~~We complete an annual review of A&E exposures during the third~~first quarter of ~~the year unless circumstances suggest an earlier review is appropriate. During our 2015 and 2016 reviews, we determined that no adjustment to loss reserves was required.~~

A&E loss reserves are subject to significant uncertainty due to potential loss severity and frequency resulting from an uncertain and unfavorable legal climate. Our A&E reserves are not discounted to present value and are forecasted to pay out over the next 40 to 50 years. We seek to establish appropriate reserve levels for A&E exposures; however, these reserves could be subject to increases in the future. As of September 30, 2016, our reinsurance recoverable on unpaid losses for A&E exposures was 63% of our gross reserves for A&E exposures.2016.

Premiums and Net Retentions

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


Gross Premium Volume
	Quarter Ended September 30,					Nine Months Ended September 30,					Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016		2015			2016		2015			2017			2016			2017		2016
U.S. Insurance	$	663,196	$	635,926		$	2,000,454	$	1,890,144		$	753,329		$	689,468		$	1,393,158	$	1,337,258
International Insurance	269,093		284,576			879,078		911,962			355,949			318,581			629,117		609,985
Reinsurance	196,948		239,094			920,038		875,676			247,902			269,604			795,639		723,090
Other Insurance (Discontinued Lines)	536		(1,232		)	515		(1,159		)	(16		)	(4		)	1		(21		)
Total	$	1,129,773	$	1,158,364		$	3,800,085	$	3,676,623		$	1,357,164		$	1,277,649		$	2,817,915	$	2,670,312

Gross premium volume ~~decreased 2%~~ for both the quarter ~~ended September 30, 2016~~ and ~~increased 3% for the nine~~six months ended ~~September~~June 30, ~~2016,~~2017 increased 6%, compared to the same periods of ~~2015.~~2016. The ~~decrease~~increase in gross premium volume for the quarter ended ~~September~~June 30, 2016 was attributable to the Reinsurance and International Insurance segments, partially offset by higher gross premium volume in our U.S. Insurance segment. The increase in gross premium volume for the nine months ended September 30, 20162017 was attributable to the U.S. Insurance and ~~Reinsurance~~International Insurance segments, partially offset by lower gross premium volume in our ~~International Insurance~~Reinsurance segment. The increase in gross premium volume for the six months ended June 30, 2017 was attributable to an increase in gross premium volume across all three of our ongoing underwriting segments.

Gross premium volume in our U.S. Insurance segment increased 4%9% and 6%4% for the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively. The increase in gross premium volume for both the ~~three~~quarter and six months ended ~~September~~June 30, ~~2016~~2017 was driven by growth within our personal and general liability lines of business. The increase for the nine months ended September 30, 2016 was driven by an additional week of gross premium volume during the first quarter of 2016 compared to the same period of 2015 based on differences in the timing of our underwriting systems closings. The timing of our underwriting systems closings has a negligible impact on our premium earnings. The increase in gross premium volume in the U.S. Insurance segment for the nine months ended September 30, 2016 was also attributable to higher premium volumes, primarily within our general liability and personal lines product lines as well as increased premiums from our new surety business which was acquired in the second quarter of ~~business.~~2017.

Gross premium volume in our International Insurance segment ~~decreased 5%~~increased 12% and 4%3% for the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively. The ~~decrease~~increase in gross premium volume for both ~~periods~~the quarter and six months ended June 30, 2017 was primarily due to higher premium volume within our marine and energy and excess liability product lines, partially offset by an unfavorable impact from foreign currency exchange rate ~~movements, as well as lower premium volume within our marine and energy and credit and surety product lines.~~movements.

Gross premium volume in our Reinsurance segment decreased ~~18%~~8% for the quarter ended ~~September~~June 30, ~~2016~~2017 and increased 5%10% for the ~~nine~~six months ended ~~September~~June 30, ~~2016. For~~2017. The decrease in gross premium volume for the quarter ended ~~September~~June 30, ~~2016, the decrease~~2017 was driven by lower gross premium volume in our credit and surety product line asdue to a ~~result of a~~multi-year contract that was ~~re-written and extended during the third quarter of 2015. Also contributing to the decrease~~entered into in ~~gross premium volume for the quarter ended September 30,~~ 2016, ~~were~~as well as lower gross premium volume ~~from~~in our ~~general liability, workers' compensation~~auto, agriculture and ~~auto~~property product lines. These decreases were partially offset by anhigher gross premium volume in our general liability product line. The increase in gross premium volume ~~from our property product line as a result~~for the six months ended June 30, 2017 was driven by $136.5 million of ~~new business,~~premium related to two large specialty quota share treaties entered into in the first quarter of 2017, as well as ~~a favorable impact from the timing of renewals on multi-year contracts, which were~~ higher ~~in the third quarter of 2016 compared to 2015. For the nine months ended September 30, 2016, the increase in~~ gross premium volume ~~was driven by~~in our ~~general~~professional liability ~~and property lines, due to new business and a favorable impact from the timing of renewals on multi-year contracts in 2016 compared to 2015.~~product lines. These increases were partially offset by lower gross premium volume ~~within~~in our property, auto ~~professional~~and general liability ~~and credit and surety~~ product lines.

Significant variability in gross premium volume can be expected in our Reinsurance segment due to individually significant deals and multi-year contracts.

We have ~~seen~~continued to see small price decreases across many of our product lines during ~~2016,~~2017, especially in our international business across most of our property product lines, as well as on our marine and energy lines. Our large account business is also subject to more pricing pressure. ~~Competition remains strong in the reinsurance market, however the rate of price decline has slowed and in a few cases stabilized.~~ When we believe the prevailing market price will not support our underwriting profit targets, the business is not written. As a result of our underwriting discipline, gross premium volume may vary when we alter our product offerings to maintain or improve underwriting profitability.


Net Written Premiums
	Quarter Ended September 30,					Nine Months Ended September 30,					Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016		2015			2016		2015			2017			2016			2017		2016
U.S. Insurance	$	562,215	$	536,285		$	1,694,193	$	1,587,092		$	630,453		$	579,233		$	1,175,558	$	1,131,978
International Insurance	209,656		213,423			680,691		700,260			286,833			244,636			512,245		471,035
Reinsurance	157,043		204,336			786,450		736,068			220,466			226,681			710,062		629,407
Other Insurance (Discontinued Lines)	469		(860		)	555		(462		)	(95		)	(4		)	21		86
Total	$	929,383	$	953,184		$	3,161,889	$	3,022,958		$	1,137,657		$	1,050,546		$	2,397,886	$	2,232,506

Net retention of gross premium volume for the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~82%~~84% and ~~83%~~85%, respectively, compared to 82% and 84%, respectively, for ~~both~~ the ~~quarter and nine months ended September 30, 2015.~~same periods of 2016. The increase in net retention for the ~~nine~~both the quarter and six months ended ~~September~~June 30, ~~2016~~2017 compared to the same ~~period~~periods of ~~2015~~2016 was driven by higher retention within the ~~U.S.~~International Insurance and Reinsurance segments. ~~These increases are~~The increase in net retention within the International Insurance segment for both periods of 2017 was largely due to higher retention on our professional liability and marine and energy product lines. The increase in net retention within the Reinsurance segment for the quarter ended June 30, 2017 was primarily driven by higher retentions on our property product lines. The increase in net retention within the Reinsurance segment for the six months ended June 30, 2017 was primarily due to changes in the mix of business. Net retention in the U.S. Insurance segment was flat for both the quarter and six months ended June 30, 2017 compared to the same periods of 2016. This was due to higher retention on our casualty product lines, offset by lower retention on our personal lines business.


Earned Premiums
	Quarter Ended September 30,					Nine Months Ended September 30,					Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016		2015			2016		2015			2017			2016			2017		2016
U.S. Insurance	$	548,792	$	534,615		$	1,614,588	$	1,569,615		$	578,241		$	533,328		$	1,127,577	$	1,065,796
International Insurance	218,968		225,034			637,365		654,936			225,948			203,052			433,461		418,397
Reinsurance	206,018		204,825			630,151		640,719			229,480			214,514			455,117		424,133
Other Insurance (Discontinued Lines)	466		(799		)	685		(388		)	(95		)	(35		)	21		219
Total	$	974,244	$	963,675		$	2,882,789	$	2,864,882		$	1,033,574		$	950,859		$	2,016,176	$	1,908,545

Earned premiums for the quarter and six months ended June 30, 2017 increased 9% and 6%, respectively, compared to the same periods of 2016. The increase in earned premiums for both the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016 increased 1%, compared~~2017 was attributable to ~~the same periods of 2015. For the quarter ended September 30, 2016, higher~~an increase in earned premiums inacross all three of our U.S. Insurance segment were partially offset by lower earned premiums in our International Insurance segment. For the nine months ended September 30, 2016, higher earned premiums in our U.S. Insurance segment more than offset lower earned premiums in our International Insurance and Reinsuranceongoing underwriting segments. The increase in earned premiums in our U.S. Insurance segment for both periods of ~~2016~~2017 was primarily due to the ~~increases~~increase in gross premium volume as described above. The ~~decrease~~increase in earned premiums in our International Insurance segment for both the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~primarily due~~attributable to an increase in earned premiums across multiple product lines, partially offset by an unfavorable impact from movements in foreign currency exchange rates. The ~~decrease~~increase in earned premiums in our Reinsurance segment for the ~~nine months~~quarter ended ~~September~~June 30, ~~2016~~2017 was primarily due to higher earned premiums in our whole account, professional liability and general liability product lines, partially offset by lower earned premiums in our auto ~~business, partially offset by~~product line. The increase in earned premiums in our Reinsurance segment for the six months ended June 30, 2017 was primarily due to gross premium volume related to the two large specialty quota share treaties entered into in the first quarter of 2017, as described above, as well as an increase in gross premium volume inrelated to our ~~property~~professional liability product ~~line as described above. In late 2014, we ceased writing~~lines. These increases were partially offset by lower gross premium volume within our auto ~~reinsurance in the United Kingdom. At the same time, a decision was made to decrease our quota share percentages on our non-standard auto reinsurance business in the United States.~~product line.

Investing Results

The following table summarizes our investment performance.


	Quarter Ended September 30,						Nine Months Ended September 30,						Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016			2015			2016			2015			2017			2016			2017			2016
Net investment income	$	93,147		$	87,060		$	279,437		$	270,521		$	99,299		$	94,996		$	199,667		$	186,290
Net realized investment gains (losses)	$	27,416		$	(14,707	)	$	65,836		$	(3,031	)
Net realized investment gains													$	17,627		$	17,241		$	38,492		$	38,420
Change in net unrealized gains on investments	$	26,381		$	(210,186	)	$	619,072		$	(396,855	)	$	283,918		$	255,844		$	507,490		$	592,691
Investment yield ⁽¹⁾	0.6		%	0.6		%	1.8		%	1.8		%	0.6		%	0.6		%	1.3		%	1.2		%
Taxable equivalent total investment return, before foreign currency effect							5.8		%	(0.3		)%							4.3		%	4.9		%
Taxable equivalent total investment return							5.8		%	(1.2		)%							4.8		%	4.9		%


⁽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 both the quarter and six months ended ~~September~~June 30, ~~2016~~2017 was driven by an increase in short-term investment income, primarily due to higher ~~bond~~short-term interest rates, higher dividend income due to increased equity holdings, and higher interest income on our fixed maturity portfolio, due to increased holdings of fixed ~~maturity securities.~~maturities compared to the same periods of 2016. See note 4(d) of the notes to consolidated financial statements for details regarding the components of net investment income. ~~There were no write downs for other-than-temporary declines in the estimated fair value of investments for the quarter ended September 30, 2016.~~ Net realized investment gains for the ~~nine~~quarter and six months ended ~~September~~June 30, 2016 were net of $12.1 million of write downs for other-than-temporary declines in the estimated fair value of investments, all of which were attributable to equity securities. Net realized investment losses for the quarter and nine months ended September 30, 20152017 included write downs for other-than-temporary declines in the estimated fair value of investments of ~~$18.3~~$0.6 million and ~~$23.4~~$3.8 million, respectively, all of which were attributable to equity securities. Net realized investment gains for the quarter and six months ended June 30, 2016 included write downs for other-than-temporary declines in the estimated fair value of investments of $3.7 million and $12.1 million, respectively, all of which were attributable to equity securities.

We complete a detailed analysis each quarter to assess whether the decline in the fair value of any investment below its cost basis is deemed other-than-temporary. At ~~September~~June 30, ~~2016,~~2017, we held securities with gross unrealized losses of ~~$26.7~~$54.7 million, or less than 1% of invested assets. All securities with unrealized losses were reviewed, and we believe that there were no other securities with indications of declines in estimated fair value that were other-than-temporary at ~~September~~June 30, ~~2016.~~2017. However, given the volatility in the debt and equity markets, we caution readers that further declines in fair value could be significant and may result in additional other-than-temporary impairment charges in future periods. Variability in the timing of realized and unrealized gains and losses is to be expected.

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

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


	Nine Months Ended September 30,				Six Months Ended June 30,
	2016		2015		2017		2016
Investment yield ⁽¹⁾	1.8	%	1.8	%	1.3	%	1.2	%
Adjustment of investment yield from book value to market value	(0.3	)%	(0.3	)%
Net amortization of net premium on fixed maturity securities	0.3	%	0.4	%
Adjustment of investment yield from amortized cost to fair value					(0.2	)%	(0.2	)%
Net amortization of net premium on fixed maturities					0.2	%	0.2	%
Net realized investment gains and change in net unrealized gains on investments	3.8	%	(2.2	)%	2.9	%	3.5	%
Taxable equivalent effect for interest and dividends ⁽²⁾	0.3	%	0.3	%	0.2	%	0.2	%
Other ⁽³⁾	(0.1	)%	(1.2	)%	0.4	%	—	%
Taxable equivalent total investment return	5.8	%	(1.2	)%	4.8	%	4.9	%


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


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


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

Other Revenues and Other Expenses

Markel Ventures Operations

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


	Quarter Ended September 30,				Nine Months Ended September 30,				Quarter Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2016		2015		2016		2015		2017		2016		2017		2016
Operating revenues	$	321,342	$	299,155	$	905,615	$	784,151	$	313,597	$	297,754	$	600,532	$	584,273
Net income to shareholders	$	13,490	$	6,398	$	49,520	$	14,354	$	20,548	$	21,957	$	34,547	$	36,030
EBITDA	$	41,800	$	29,502	$	133,842	$	76,271	$	49,241	$	50,898	$	90,933	$	92,042

Revenues from our Markel Ventures operations increased ~~$22.2~~$15.8 million and ~~$121.5~~$16.3 million for the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively, compared to the same periods of ~~2015. For the quarter ended September 30, 2016,~~2016. In both periods, the increase in revenues was primarily attributable to higher revenues in our non-manufacturing operations, ~~primarily due to our December 2015 acquisition of CapTech,~~ partially offset by lower revenues in certain of our manufacturing operations due to ~~decreased~~lower sales volumes in ~~several of these businesses in 2016~~2017 compared to the same period of 2015. For the nine months ended September 30, 2016, the increase in revenues was primarily due to the inclusion of CapTech in our 2016 results and to higher sales volume from one of our transportation related businesses.

Net income to shareholders and EBITDA for the quarters and nine months ended September 30, 2016 and 2015 were impacted by increases in our estimates of contingent consideration obligations. During the third quarter of 2016, operating expenses for our non-manufacturing operations included $10.3 million of expense as a result of an increase in our estimate of the contingent consideration obligation related to the acquisition of CapTech. A portion of the purchase consideration for CapTech is based on post-acquisition earnings through 2018, as defined in the purchase agreement. During the third quarter of 2016, our estimate of CapTech's earnings increased beyond our initial projection. As of September 30, 2016, the fair value of our outstanding contingent consideration obligation was $15.6 million, which we expect to pay over the next three years. While this obligation is subject to further changes based on CapTech's actual results through December 31, 2018, we do not believe the impact of such an adjustment would be material to our results of operations or cash flows. During the quarter and nine months ended September 30, 2015, operating expenses for our manufacturing operations included $9.0 million and $26.6 million, respectively, of expense as a result of an increase in our estimate of the contingent consideration obligation related to the July 2014 acquisition of Cottrell. This obligation was paid in full during the third quarter of 2016.

Net income to shareholders and EBITDA from our Markel Ventures operations ~~also increased~~decreased for the ~~nine~~quarter and six months ended ~~September~~June 30, ~~2016~~2017 due to lower sales volumes in certain of our manufacturing operations, partially offset by more favorable results in most of our non-manufacturing operations compared to the same ~~period~~periods of 2015 due to higher sales volumes in one of our transportation related businesses, improved results across our non-manufacturing business and the contribution of earnings from CapTech, which were largely offset by the impact of the contingent consideration adjustment previously discussed.2016.

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


	Quarter Ended September 30,						Nine Months Ended September 30,						Quarter Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2016			2015			2016			2015			2017			2016			2017			2016
Markel Ventures EBITDA - Manufacturing	$	35,082		$	26,410		$	105,600		$	62,504
Markel Ventures EBITDA - Non-Manufacturing	6,718			3,092			28,242			13,767
Markel Ventures EBITDA - Total	41,800			29,502			133,842			76,271
Net income to shareholders													$	149,660		$	78,797		$	219,529		$	239,167
Income before income taxes from other Markel operations													(175,952		)	(80,745		)	(244,967		)	(269,098		)
Income tax expense from other Markel operations													46,840			23,905			59,985			65,961
Markel Ventures net income to shareholders													20,548			21,957			34,547			36,030
Interest expense ⁽¹⁾	(4,005		)	(3,404		)	(11,610		)	(10,272		)	2,945			3,953			6,423			7,605
Income tax expense	(9,368		)	(4,308		)	(28,431		)	(9,339		)	10,324			10,185			19,473			19,063
Depreciation expense	(8,247		)	(8,715		)	(24,075		)	(22,957		)	8,973			8,049			17,668			15,828
Amortization of intangible assets	(6,690		)	(6,677		)	(20,206		)	(19,349		)	6,451			6,754			12,822			13,516
Markel Ventures net income to shareholders	13,490			6,398			49,520			14,354
Income before income taxes from other Markel operations	96,708			140,015			365,806			462,797
Income tax expense from other Markel operations	(26,402		)	(43,894		)	(92,363		)	(92,271		)
Net income to shareholders	$	83,796		$	102,519		$	322,963		$	384,880
Markel Ventures EBITDA - Total													$	49,241		$	50,898		$	90,933		$	92,042

Markel Ventures EBITDA - Manufacturing													$	29,944		$	35,879		$	56,675		$	70,518
Markel Ventures EBITDA - Non-Manufacturing													19,297			15,019			34,258			21,524
Markel Ventures EBITDA - Total													$	49,241		$	50,898		$	90,933		$	92,042


⁽¹⁾	Interest expense for the quarters ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 includes intercompany interest expense of ~~$2.7~~$2.0 million and ~~$2.1~~$2.4 million, respectively. Interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 includes intercompany interest expense of ~~$7.4~~$4.0 million and ~~$7.2~~$4.7 million, respectively.

Interest Expense, Loss on Early Extinguishment of Debt and Income Taxes

Interest Expense and Loss on Early Extinguishment of Debt

Interest expense was ~~$33.2~~$31.8 million and ~~$97.7~~$65.2 million for the ~~three~~quarter and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively, compared to ~~$30.1~~$33.7 million and ~~$88.7~~$64.5 million for the same periods of ~~2015.~~2016. The decrease in interest expense for the quarter ended June 30, 2017 was primarily due to the repayment of our 7.20% unsecured senior notes in April of 2017. The increase in interest expense for ~~both periods of 2016~~the six months ended June 30, 2017 was due to interest expense associated with our 5.0% unsecured senior notes, which were issued in the second quarter of 2016, partially offset by the partial purchase of our 7.125% unsecured senior notes and our 7.35% unsecured senior notes in the second quarter of ~~2016.~~

~~Loss on Early Extinguishment~~2016 and the repayment of ~~Debt~~

In the second quarter of 2016, we issued $500 million of 5.0% unsecured senior notes due April 5, 2046. Net proceeds were $493.1 million. We used a portion of these proceeds to purchase $70.2 million of principal on our 7.35% Senior Notes due 2034 and $108.8 million of principal on our 7.125% Senior Notes due 2019 through a tender offer at a total purchase price of $95.0 million and $126.4 million, respectively. We also expect to use the proceeds from this issuance to retire our 7.20% unsecured senior notes ~~when they come due April 14, 2017 ($90.6 million aggregate principal amount~~in the second quarter of ~~those notes was outstanding at September 30, 2016), and the remainder for general corporate purposes.~~2017.

In connection with the ~~tender offer~~purchase of a portion of our 7.125% unsecured senior notes due 2034 and ~~purchase,~~7.125% unsecured senior notes due 2019 in the second quarter of 2016, we recognized a loss on early extinguishment of debt of $44.1 million during the ~~second~~ quarter ofand six months ended June 30, 2016. ~~Replacing this debt with our 5.0% unsecured senior notes due April 5, 2046 extended the average term of our senior notes at a more favorable interest rate.~~

Income Taxes

The effective tax rate was 27% and ~~21%~~26% for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, ~~and 2015,~~ respectively. ~~For the nine months ended September 30, 2016, the~~The effective tax rate differs from the U.S. statutory tax rate of 35%, for both periods, primarily as a result of tax-exempt investment income. For the nine months ended September 30, 2015, the effective tax rate differs from the U.S. statutory rate of 35% primarily as a result of foreign tax credits for foreign taxes paid and tax-exempt investment income. Our recognition of foreign tax credits in 2015 had a favorable impact on our 2015 effective tax rate for the nine months ended September 30, 2015 of 8%. The increase in the effective tax rate in 2016 compared to 2015 was primarily due to the 2015 impact of foreign tax credits described above and a decrease in estimated annual earnings attributable to foreign operations that are taxed at a lower rate in 2016 compared to 2015. Foreign tax credits of the magnitude recognized in 2015 are not expected in future periods.

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

Comprehensive Income ~~(Loss)~~ to Shareholders

Comprehensive income to shareholders was ~~$89.2~~$342.4 million for the ~~third~~second quarter of ~~2016~~2017 compared to ~~a comprehensive loss to shareholders of $51.1~~$209.9 million for the same period of ~~2015.~~2016. Comprehensive income to shareholders for the ~~third~~second quarter of ~~2016~~2017 included ~~net income to shareholders of $83.8 million,~~ an increase in net unrealized gains on investments, net of taxes, of ~~$13.3~~$189.8 million and ~~unfavorable foreign currency translation adjustments, net of taxes, of $8.3 million. Comprehensive loss to shareholders for the third quarter of 2015 included~~ net income to shareholders of ~~$102.5 million, a decrease in net unrealized gains on investments, net of taxes, of $143.3 million and unfavorable foreign currency translation adjustments, net of taxes, of $10.9~~$149.7 million.

~~Comprehensive income to shareholders was $696.1 million for the nine months ended September 30, 2016 compared to $97.7 million for the same period of 2015.~~ Comprehensive income to shareholders for the ~~nine months ended September 30,~~second quarter of 2016 included ~~net income to shareholders of $323.0 million,~~ an increase in net unrealized gains on investments, net of taxes, of ~~$378.0~~$138.9 million and ~~unfavorable foreign currency translation adjustments,~~ net income to shareholders of ~~taxes,~~$78.8 million.

Comprehensive income to shareholders was $565.6 million for the six months ended June 30, 2017 compared to $606.9 million for the same period of ~~$6.1 million.~~2016. Comprehensive income to shareholders for the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2017 included ~~net income to shareholders of $384.9 million, a decrease~~an increase in net unrealized gains on investments, net of taxes, of ~~$266.3~~$341.0 million and ~~unfavorable foreign currency translation adjustments,~~net income to shareholders of $219.5 million. Comprehensive income to shareholders for the six months ended June 30, 2016 included an increase in net unrealized gains on investments, net of taxes, of ~~$22.3~~$364.7 million and net income to shareholders of $239.2 million.

The increase in net unrealized gains on investments, net of taxes, for both the quarter and six months ended ~~September~~June 30, ~~2016~~2017 was attributable to an increase in the fair value of ~~our equity portfolio, partially offset by a decrease in the fair value of~~both our fixed maturity ~~portfolio~~and equity portfolios compared to ~~June 30, 2016.~~ March 31, 2017 and December 31, 2016, respectively.

The increase in net unrealized gains on investments, net of taxes, for both the ~~nine~~quarter and six months ended ~~September~~June 30, 2016 was attributable to an increase in the fair value of both our fixed maturity and equity portfolios compared to March 31, 2016 and December 31, ~~2015.~~2015, respectively. The increase in net unrealized gains on investments for both the quarter and ~~nine~~six months ended ~~September~~June 30, 2016 ~~were~~was net of ana $47.9 million adjustment ~~of $9.6 million and $57.5 million, respectively,~~ to reclassify unrealized gains on the investments supporting future policy benefits to life and annuity benefit reserves. No adjustment was required for the quarter or six months ended June 30, 2017. See note 1011 of the notes to consolidated financial statements for further discussion of this adjustment.

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

Financial Condition

Investments, cash and cash equivalents and restricted cash and cash equivalents (invested assets) were ~~$19.4~~$19.7 billion at ~~September~~June 30, ~~2016~~2017 compared to ~~$18.2~~$19.1 billion at December 31, ~~2015.~~2016. Net unrealized gains on investments, net of taxes, were ~~$1.9~~$2.1 billion at ~~September~~June 30, ~~2016~~2017 compared to ~~$1.5~~$1.7 billion at December 31, ~~2015.~~2016. Equity securities were ~~$4.5~~$5.3 billion, or ~~23%~~27% of invested assets, at ~~September~~June 30, ~~2016~~2017, compared to ~~$4.1~~$4.7 billion, or ~~22%~~25% of invested assets, at December 31, ~~2015.~~

2016.

Net cash provided by operating activities was ~~$324.4~~$237.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared ~~$550.4~~to $70.2 million for the same period of ~~2015.~~2016. Net cash provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016 ~~included~~was net of cash payments of $45.8 million and $51.9 million, respectively, made in connection with commutations that were completed during the respective periods. Net cash flows from operating activities for the six months ended June 30, 2017 reflected higher ~~claims payments~~premium collections in the U.S. Insurance segment, lower claims settlement activity, primarily in ~~particular on~~ our ~~professional liability lines of business,~~International Insurance segment, and ~~higher~~lower payments for employee profit sharing compared to the same period of ~~2015.~~ 2016.

Net cash provided by ~~operating~~investing activities was $436.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016 was~~2017 compared to net of a $51.9 million payment made in connection with a commutation that was completed during the period. Cash flows for the nine months ended September 30, 2016 also included payments totaling $47.0 million to settle contingent purchase consideration obligations, of which $32.9 million was included in operating activities.

~~Net~~ cash used by investing activities ~~was $994.6 million for the nine months ended September 30, 2016 compared to $168.2 million~~of $1.0 billion for the same period of ~~2015.~~2016. The increase in cash provided by investing activities was primarily a result of a decrease in our holdings in short-term investments during the six months ended June 30, 2017 compared to an increase in the same period of 2016. During ~~2016, we increased our purchases~~the first six months of 2017, the proceeds from the sales, maturities and calls of fixed maturities and ~~also allocated funds for purchases~~sales of equity securities were reinvested in fixed maturities and equity securities. Net cash provided by investing activities during the six months ended June 30, 2017 was net of $202.0 million of cash, net of cash acquired, used to complete acquisitions. Cash flows from investing activities are 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 $198.6 million for the six months ended June 30, 2017 compared to net cash provided by financing activities ~~was $203.0 million for the nine months ended September 30, 2016 compared to net cash used by financing activities~~ of ~~$56.7~~$229.9 million for the same period of ~~2015.~~2016. During the second quarter of 2017, we used cash of $90.6 million to repay the remaining outstanding balance of our 7.20% unsecured senior notes due April 14, 2017. During the second quarter of 2016, we issued $500 million of 5.0% unsecured senior notes due April 5, 2046. Net proceeds were $493.1 million. We used a portion of these proceeds to purchase $70.2 million of principal on our 7.35% ~~Senior Notes~~unsecured senior notes due 2034 and $108.8 million of principal on our 7.125% ~~Senior Notes~~unsecured senior notes due 2019 through a tender offer at a total purchase price $95.0 million and $126.4 million, respectively. Cash of ~~$15.5~~$59.2 million and ~~$27.3~~$15.2 million was used to repurchase shares of our common stock during the first ~~nine~~six months of 2017 and 2016, ~~and 2015,~~ respectively.

We seek to maintain prudent levels of liquidity and financial leverage for the protection of our policyholders, creditors and shareholders. Our ~~target capital structure includes approximately 30% debt. Our~~ debt to capital ratio was ~~23%~~22% at ~~September~~June 30, ~~2016~~2017 and ~~22%~~23% at December 31, 2015. From time to time, our debt to capital ratio may increase due to business opportunities that may be financed in the short term with debt. Alternatively, our debt to capital ratio may fall below our target capital structure, which provides us with additional borrowing capacity to respond when future opportunities arise.2016.

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

Our holding company had $2.0 billion and ~~$1.6~~$2.5 billion of invested assets at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. The ~~increase~~decrease in invested assets ~~was~~is primarily due to the ~~result~~acquisition of ~~net proceeds from~~SureTec and the ~~net issuance~~repayment of ~~long-term debt~~our 7.20% unsecured senior notes during the second quarter of ~~2016 and repayment of an intercompany note during the third quarter of 2016.~~2017.

Shareholders' equity was ~~$8.5~~$9.0 billion at ~~September~~June 30, ~~2016~~2017 and ~~$7.8~~$8.5 billion at December 31, ~~2015.~~2016. Book value per share increased to ~~$609.48~~$643.37 at ~~September~~June 30, ~~2016~~2017 from ~~$561.23~~$606.30 at December 31, ~~2015,~~2016, primarily due to ~~$696.1~~$565.6 million of comprehensive income to shareholders for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

On July 19, 2017, we entered into a definitive agreement to acquire 81% of Costa Farms, a Florida-based privately held grower of house and garden plants. Cash consideration for the purchase is currently estimated to be approximately $255 million; however, total consideration will include contingent consideration and additional cash consideration, which are expected to fluctuate based on actual conditions to be determined upon closing. The transaction is subject to customary closing conditions, and is expected to close in the third quarter of 2017.

On July 26, 2017, we entered into a definitive merger agreement to acquire State National Companies, Inc. See Part II, Item 5 for further discussion.

Brexit Developments

On June 23, 2016, the U.K. voted to exit the European Union (E.U.) (Brexit), and on March 29, 2017, the U.K. government delivered formal notice to the other E.U. member countries that it is leaving the E.U. A two-year period has now commenced during which the U.K. and the E.U. will negotiate the future terms of the U.K.'s relationship with the E.U., including the terms of trade between the U.K. and the E.U. Unless this period is extended, the U.K. will automatically exit the E.U., with or without an agreement in place, after two years. During this period the U.K. will remain a part of the E.U. After Brexit terms are agreed, Brexit could be implemented in stages over a multi-year period.

No member country has left the E.U., and the rules for exit (contained in Article 50 of the Treaty on European Union) are brief. Accordingly, there are significant uncertainties related to the political, monetary and economic impacts of Brexit, including related tax, accounting and financial reporting implications. Brexit could also lead to legal uncertainty and potentially a large number of new and divergent national laws and regulations, including new tax rules, as the U.K. determines which E.U. laws to replace or replicate.

The effects of Brexit will depend in part on any agreements the U.K. makes to retain access to E.U. markets either during a transitional period or more permanently. Brexit could impair or end the ability of both Markel International Insurance Company Limited (MIICL) and our Lloyd's syndicate to transact business in E.U. countries from our U.K. offices and MIICL's ability to maintain its current branches in E.U. member countries. We have taken preliminary steps to obtain regulatory approval to establish an insurance company in Germany in order to continue transacting E.U. business if U.K. access to E.U. markets ceases or is materially impaired. The Society of Lloyd's has announced that it will be setting up a new European insurance company in Brussels in order to maintain access to E.U. business for Lloyd's syndicates. Access to E.U. markets through a solution devised by the Society of Lloyd's may supplement, or serve as an alternative to, a new E.U.-based insurance carrier for business we transact in the E.U.

Disclosure of Certain Activities Relating to Iran

Under the Iran Threat Reduction and Syria Human Rights Act of 2012, non-U.S. entities owned or controlled by U.S. persons have been prohibited from engaging in activities, transactions or dealings with Iran to the same extent as U.S. persons. Effective January 16, 2016, the Office of Foreign Assets Control of the U.S. Department of the Treasury adopted General License H, which authorizes non-U.S. entities that are owned or controlled by a U.S. person to engage in most activities with Iran permitted for other non-U.S. entities so long as they meet certain requirements.

Section 13(r) of the Securities Exchange Act of 1934 requires reporting of certain Iran-related activities that are now permitted under General License H, including underwriting, insuring and reinsuring certain activities related to the importation of refined petroleum products by Iran and vessels involved in the transportation of crude oil from Iran.

Certain of our non-U.S. insurance operations underwrite global marine hull policies and global marine hull war policies that provide coverage for vessels or fleets navigating into and out of ports worldwide, potentially including Iran. Under a global marine hull war policy, the insured is required to give notice before entering designated areas, including Iran. During the quarter ended ~~September~~June 30, ~~2016~~2017 we have received ~~notice(s)~~notice that one or more vessels covered by a global marine hull war policy were entering Iranian waters. However, no additional premium is required under global marine hull policies or global marine hull war policies for calling into Iran. During the quarter ended ~~September~~June 30, ~~2016,~~2017, we have not been asked to cover a specific voyage into or out of Iran that would result in a separate, allocable premium for that voyage.

Certain of our non-U.S. reinsurance operations underwrite marine, energy, aviation and trade credit liability treaties on a worldwide basis and, as a result, it is possible that the underlying insurance portfolios may have exposure to the Iranian petroleum industry and its related products and service providers.

We provide two energy construction reinsurance contracts in Iran, two Iran-related marine liability contracts, two Iran-related marine cargo contracts and one Iran-related hull war contract. These contracts have been underwritten through our syndicate at ~~Lloyd’s.~~Lloyd's and one of our non-U.S. insurance companies. We expect our portion of the premium for ~~both~~these contracts to be approximately $2 million in the aggregate. Except for these ~~two~~ contracts, we are not aware of any premium apportionment with respect to underwriting, insurance or reinsurance activities of our non-U.S. insurance subsidiaries reportable under Section 13(r). Should any such risks have entered into the stream of commerce covered by the insurance portfolios underlying our reinsurance treaties, we believe that the premiums associated with such business would be immaterial.

Our non-U.S. insurance subsidiaries intend to continue to provide insurance and reinsurance for coverage of Iran-related risks, if at all, only to the extent permitted under, and in accordance with, General License H or other applicable economic or trade sanctions requirements or licenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Disclosures

Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in equity prices, interest rates, foreign currency exchange rates and commodity prices. Our consolidated balance sheets include assets and liabilities with estimated fair values that are subject to market risk. Our primary market risks have been equity price risk associated with investments in equity securities, interest rate risk associated with investments in fixed maturities and foreign currency exchange rate risk associated with our international operations. Various companies within our Markel Ventures operations are subject to commodity price risk; however, this risk is not material to the Company. During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, there were no material changes to the market risk components described in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

The estimated fair value of our investment portfolio at ~~September~~June 30, ~~2016~~2017 was ~~$19.4~~$19.7 billion, ~~77%~~73% of which was invested in fixed maturities, short-term investments, cash and cash equivalents and restricted cash and cash equivalents and ~~23%~~27% of which was invested in equity securities. At December 31, ~~2015,~~2016, the estimated fair value of our investment portfolio was ~~$18.2~~$19.1 billion, ~~78%~~75% of which was invested in fixed maturities, short-term investments, cash and cash equivalents and restricted cash and cash equivalents and ~~22%~~25% of which was invested in equity securities.

Credit risk is the potential loss resulting from adverse changes in an issuer's ability to repay its debt obligations. We monitor our investment portfolio to ensure that credit risk does not exceed prudent levels. We have consistently invested in high credit quality, investment grade securities. Our fixed maturity portfolio has an average rating of "AA," with approximately ~~97%~~98% rated "A" or better by at least one nationally recognized rating organization. Our policy is to invest in investment grade securities and to minimize investments in fixed maturities that are unrated or rated below investment grade. At ~~September~~June 30, ~~2016,~~2017, approximately 1% of our fixed maturity portfolio was unrated or rated below investment grade. Our fixed maturity portfolio includes securities issued with financial guaranty insurance. We purchase fixed maturities based on our assessment of the credit quality of the underlying assets without regard to insurance.

Our fixed maturity portfolio includes securities issued by foreign governments and non-sovereign foreign institutions. General concern exists about the financial difficulties facing certain foreign countries in light of the adverse economic conditions experienced over the past several years. We monitor developments in foreign countries, currencies and issuers that could pose risks to our fixed maturity portfolio, including ratings downgrades, political and financial changes and the widening of credit spreads. We believe that our fixed maturity portfolio is highly diversified and is comprised of high quality securities. During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, there were no material changes in our foreign government fixed maturity holdings.

General concern also exists about municipalities that experience financial difficulties during periods of adverse economic conditions. We manage the exposure to credit risk in our municipal bond portfolio by investing in high quality securities and by diversifying our holdings, which are typically either general obligation or revenue bonds related to essential products and services.

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

Item 4. Controls and Procedures

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

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

Based upon our controls evaluation, the 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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There were no changes in our internal control over financial reporting during the ~~third~~second quarter of ~~2016~~2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Safe Harbor and Cautionary Statement

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

There are risks and uncertainties that may cause actual results to differ materially from predicted results in forward-looking statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additional factors that could cause actual results to differ from those predicted are set forth under "Risk Factors" and "Safe Harbor and Cautionary Statement" in our ~~2015~~2016 Annual Report on Form 10-K ~~Item 1A in Part II of this report~~ or are included in the items listed below:

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

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

actions by competitors, including the application of new or "disruptive" technologies or business models and consolidation, and the effect of competition on market trends and pricing;

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

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

emerging claim and coverage issues, changing legal and social trends, and inherent uncertainties in the loss estimation process can adversely impact the adequacy of our loss reserves and our allowance for reinsurance recoverables;

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

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

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

the failure or inadequacy of any loss limitation methods we employ;

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

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

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

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

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 municipal bonds 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 ~~maturities~~maturity and equity securities, as well as the carrying value of our other assets and liabilities, and this impact may be heightened by market volatility;

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 and economic and currency concerns;

the impacts that political and civil unrest and regional conflicts 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 impacts that health epidemics and pandemics may have on our business operations and claims activity;

the impact on our businesses of the ~~implementation~~repeal, in part or in whole, or modification of U.S. health care reform legislation and ~~regulations under that legislation on our businesses;~~regulations;

changes in U.S. tax laws or in the tax laws of other jurisdictions in which we operate;

we are dependent upon ~~the successful functioning~~operational effectiveness and security of our ~~computer systems;~~enterprise information technology systems and those maintained by third parties; if ~~our information technology~~one or more of those systems fail or suffer a security breach, our businesses or reputation could be adversely impacted;

our acquisition of insurance and non-insurance businesses may increase our operational and control risks for a period of time;

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

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

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

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

the vote by the United Kingdom to leave the European Union, which could have adverse consequences for our businesses, particularly our London-based international insurance operations;

our ability to 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 ever increasing 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 those applicable to non-U.S. companies and their affiliates;

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: changes in government support for education, healthcare and infrastructure projects; changes in capital spending levels; changes in the housing market; and volatility in commodity prices and interest and foreign currency exchange rates; and

adverse changes in our assigned financial strength or debt ratings could adversely impact us, including our ability to attract and retain business ~~or obtain~~and the availability and cost of capital.

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

PART II. OTHER INFORMATION

Item ~~1A. Risk Factors~~1. Legal Proceedings

~~Other than~~Thomas Yeransian v. Markel Corporation (U.S. District Court for the ~~risk factor discussed~~District of Delaware)

In October 2010, we completed our acquisition of Aspen Holdings, Inc. (Aspen). As part of the consideration for that acquisition, Aspen shareholders received contingent value rights (CVRs), which we currently expect will result in the payment of additional cash consideration to CVR holders. Absent the litigation described below, ~~there have been no material changes with regard~~the final amount to be paid to CVR holders would be determined after December 31, 2017, the CVR maturity date, based on, among other things, adjustments for the development of pre-acquisition loss reserves and loss sensitive profit commissions.

The CVR holder representative, Thomas Yeransian, has disputed our estimation of the value of the CVRs. On September 15, 2016, Mr. Yeransian filed a suit alleging, among other things, that we are in default under the CVR agreement. The holder representative seeks: $47.3 million in damages, which represents the unadjusted value of the CVRs; plus interest (approximately $10.6 million through June 30, 2017) and default interest (up to an additional $9.3 million through June 30, 2017, depending on the date any default occurred); and an unspecified amount of punitive damages, costs, and attorneys’ fees.

At the initial hearing held February 21, 2017, the judge stayed the proceedings and ordered the parties to discuss resolving the dispute pursuant to the ~~risk factors previously disclosed~~independent CVR valuation procedure under the CVR agreement. The parties met on April 5, 2017, but were unsuccessful in reaching agreement on a process for resolving the dispute.

We believe the holder representative’s suit to be without merit and will vigorously defend against it. We further believe that any material loss resulting from the holder representative’s suit to be remote. We do not believe the contractual contingent consideration payments related to the CVRs will have a material impact on our ~~2015 Annual~~liquidity.

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

The following table summarizes our common stock repurchases for the quarter ended June 30, 2017.

Issuer Purchases of Equity Securities



	(a)	(b)		(c)	(d)
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
April 1, 2017 through April 30, 2017	10,640	$	970.97	10,640	$	202,078
May 1, 2017 through May 31, 2017	12,320	$	965.07	12,320	$	190,188
June 1, 2017 through June 30, 2017	12,320	$	976.84	12,320	$	178,153
Total	35,280	$	970.96	35,280	$	178,153

⁽¹⁾

The Board of Directors approved the repurchase of up to $300 million of our common stock pursuant to a share repurchase program publicly announced on November 21, 2013 (the Program). Under the Program, we may repurchase outstanding shares of our common stock from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. The Program has no expiration date but may be terminated by the Board of Directors at any time.

Item 5. Other Information

On July 26, 2017, we entered into a definitive merger agreement to acquire State National Companies, Inc. (NASDAQ: SNC) (State National). State National is a leading specialty provider of property and casualty insurance services operating in two niche markets across the United States. In its Program Services segment, State National provides access to the U.S. property and casualty insurance market in exchange for ceding fees. In its Lender Services segment, State National specializes in providing collateral protection insurance, which insures personal automobiles and other vehicles held as collateral for loans made by credit unions, banks and specialty finance companies.

Under the merger agreement, State National stockholders will receive $21.00 in cash for each outstanding share of State National common stock (other than restricted shares that do not vest in connection with the transaction) (the Merger Consideration). Each holder of outstanding options to acquire State National common stock (whether or not vested) will receive the excess of the Merger Consideration over the exercise price of the options. Outstanding unvested restricted shares of State National common stock will become (i) fully vested in the case of time-based vesting restricted stock or (ii) vested at the target level of performance in the case of performance-based vesting restricted stock, and each holder of State National restricted stock will receive the Merger Consideration for each vested share of State National restricted stock. The aggregate merger consideration, including net cash payments for State National options and restricted stock, would be approximately $919 million.

The transaction is subject to customary closing conditions, including regulatory approvals and the approval of State National’s stockholders, and is expected to close in the fourth quarter of 2017. In connection with the transaction, certain stockholders representing approximately 37% of State National’s issued and outstanding common stock have agreed to vote in favor of the merger agreement and the merger, subject to certain exceptions.

Additional information regarding the transaction, the merger agreement and certain related agreements (including the voting agreements described above) is discussed in State National’s Current Report on Form ~~10-K. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement contained in this report, see "Safe Harbor~~8-K filed on July 26, 2017, and ~~Cautionary Statement."~~

~~The United Kingdom’s vote to leave, and the eventual exit~~a copy of the ~~United Kingdom from,~~merger agreement has been filed as an exhibit to that report.

The proposed transaction is subject to risks and uncertainties, including: (A) that State National and we may be unable to complete the ~~European Union could adversely affect us.~~ ~~On June 23, 2016,~~proposed transaction because, among other reasons, conditions to the United Kingdom (U.K.) voted to exit the European Union (E.U.) (Brexit). The U.K. has not yet given official notice of its intention to leave the E.U. Once that notice is given, a minimum two-year period would commence during which the U.K. and the E.U. would negotiate the future termsclosing of the ~~U.K.’s relationship~~proposed transaction may not be satisfied or waived; (B) uncertainty as to the timing of completion of the proposed transaction; (C) the inability to complete the proposed transaction due to the failure to obtain State National stockholder approval for the proposed transaction or the failure to satisfy other conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (D) the exercise of appraisal rights by State National stockholders, which could permit us to terminate the merger agreement even if State National stockholder approval has been obtained; (E) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (F) risks related to disruption of management’s attention from State National’s ongoing business operations due to the proposed transaction; (G) the effect of the announcement of the proposed transaction on State National’s relationships with its clients, operating results and business generally; (H) the ~~E.U., including~~outcome of any legal proceedings to the ~~terms~~extent initiated against State National, us or others following the announcement of ~~trade between~~ the ~~U.K.~~proposed transaction; (I) risks related to our post-closing integration of State National’s business and operations; (J) risks related to a downgrading of State National’s or our A.M. Best ratings or other similar financial strength or debt ratings as a result of the ~~E.U. After Brexit terms are agreed, Brexit could be implemented in stages over~~announcement or completion of the proposed transaction; and (K) the loss or impairment of State National’s material client or other relationships as a ~~multi-year period. The effects~~result of ~~Brexit will depend on any agreements~~ the ~~U.K. makes to retain access to E.U. markets either during a transitional period~~announcement or ~~more permanently. Brexit could impair~~completion of the ~~ability of both Markel International Insurance Company Limited (MIICL)~~proposed transaction, as well as State National’s and our ~~Lloyd's syndicate~~management's response to transact business in E.U. countries and the basis on which MIICL’s branches can operate in the E.U. could be limited or cease. We may decide to relocate certain of our European operations to a member countryany of the E.U. in order to continue transacting business in the E.U. The Brexit vote has had immediate adverse effects on global financial markets, including foreign currency markets, and could continue to contribute to instability in global financial markets and in European and worldwide economic or market conditions, both during and after the Brexit process. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate. Any of these effects of Brexit, and others we cannot anticipate, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.aforementioned factors.

Item 6. Exhibits

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

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 126^stth day of ~~November 2016~~July 2017.



	Markel Corporation

	By:	/s/ Alan I. Kirshner
		Alan I. Kirshner
		Executive Chairman
		(Principal Executive Officer)

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

Exhibit Index



Exhibit No.	Document Description

3(i)	Amended and Restated Articles of Incorporation ~~(3.1)~~^a(incorporated by reference from Exhibit 3.1 in the Registrant's report on Form 8-K filed with the Commission May 13, 2011)

3(ii)	Bylaws, as amended ~~(3.1)~~^b(incorporated by reference from Exhibit 3.1 in the Registrant's report on Form 8-K filed with the Commission November 20, 2015)

4.1	Indenture dated as of June 5, 2001, between Markel Corporation and The Chase Manhattan Bank, as Trustee ~~(4.1)~~^c(incorporated by reference from Exhibit 4.1 in the Registrant's report on Form 8-K filed with the Commission June 5, 2001)

4.2	Form of Third Supplemental Indenture dated as of August 13, 2004 between Markel Corporation and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A ~~(4.2)~~^d(incorporated by reference from Exhibit 4.2 in the Registrant's report on Form 8-K filed with the Commission August 11, 2004)

4.3	Form of Fifth Supplemental Indenture dated as of September 22, 2009 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A ~~(4.2)~~^e(incorporated by reference from Exhibit 4.2 in the Registrant's report on Form 8-K filed with the Commission September 21, 2009)

4.4	Form of Sixth Supplemental Indenture dated as of June 1, 2011 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A ~~(4.2)~~^f(incorporated by reference from Exhibit 4.2 in the Registrant's report on Form 8-K filed with the Commission May 31, 2011)

4.5	Form of Seventh Supplemental Indenture dated as of July 2, 2012 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A ~~(4.2)~~^g(incorporated by reference from Exhibit 4.2 in the Registrant's report on Form 8-K filed with the Commission June 29, 2012)

4.6	Form of Eighth Supplemental Indenture dated as of March 8, 2013 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A ~~(4.2)~~^h(incorporated by reference from Exhibit 4.2 in the Registrant's report on Form 8-K filed with the Commission March 7, 2013)

4.7	Form of Ninth Supplemental Indenture dated as of March 8, 2013 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A ~~(4.3)~~^h(incorporated by reference from Exhibit 4.3 in the Registrant's report on Form 8-K filed with the Commission March 7, 2013)

4.8	Form of Tenth Supplemental Indenture dated as of April 5, 2016 between Markel Corporation and The Bank of New York Mellon (as successor to The Chase Manhattan Bank), as Trustee, including form of the securities as Exhibit A ~~(4.2)~~ⁱ(incorporated by reference from Exhibit 4.2 in the Registrant's report on Form 8-K filed with the Commission March 31, 2016)

4.9	Indenture dated as of September 1, 2010, among Alterra Finance LLC, Alterra Capital Holdings Limited and The Bank of New York Mellon, as Trustee ~~(4.14)~~^j(incorporated by reference from Exhibit 4.14 in the Registrant's report on Form 10-Q filed with the Commission for the quarter ended June 30, 2013)

4.10	First Supplemental Indenture, dated as of September 27, 2010 between Alterra Finance LLC, Alterra Capital Holdings Limited and The Bank of New York Mellon, as Trustee, including the form of the securities as Exhibit A ~~(4.15)~~^j(incorporated by reference from Exhibit 4.15 in the Registrant's report on Form 10-Q filed with the Commission for the quarter ended June 30, 2013)

4.11	Form of Second Supplemental Indenture dated as of June 30, 2014 among Alterra Finance LLC, Alterra Capital Holdings Limited and the Bank of New York Mellon, as Trustee ~~(4.16)~~^k(incorporated by reference from Exhibit 4.16 in the Registrant's report on Form 10-Q filed with the Commission for the quarter ended June 30, 2014)

4.12	Form of Guaranty Agreement by Markel Corporation dated as of June 30, 2014 in connection with the Alterra Finance LLC 6.25% Senior Notes due 2020 ~~(4.17)~~^k(incorporated by reference from Exhibit 4.17 in the Registrant's report on Form 10-Q filed with the Commission for the quarter ended June 30, 2014)

10.1	Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers for the 2016 Equity Incentive Compensation Plan (revised May 15, 2017) (incorporated by reference from Exhibit 10.1 in the Registrant’s report on Form 8-K filed with the Commission May 17, 2017)*



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.

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

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

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

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

101	The following consolidated financial statements from Markel Corporation's Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2016,~~2017, filed on ~~November 1, 2016,~~July 26, 2017, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, ~~(Loss),~~ (iii) Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.**


*	Indicates management contract or compensatory plan or arrangement.


**	Filed with this report.


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


b.	~~Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on November 20, 2015.~~


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


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


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


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


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


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


i.	~~Incorporated by reference from the Exhibit shown in parentheses filed with the Commission in the Registrant's report on Form 8-K filed on March 31, 2016.~~


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


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

5352

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Emerging growth company o