UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-Q
______________________________________________________________________________________
or
Commission File Number: 001-15811
_________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(804 ) 747-0136
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Number of shares of the registrant's common stock outstanding at April 23, 2025: 12,684,687
Markel Group Inc.
Form 10-Q
Index
| Page Number | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MARKEL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| March 31, 2025 | December 31, 2024 | ||||||||||
| (dollars in thousands) | (unaudited) | ||||||||||
| ASSETS | |||||||||||
| Investments, at estimated fair value: | |||||||||||
Fixed maturity securities, available-for-sale (amortized cost of $ | $ | $ | |||||||||
Equity securities (cost of $ | |||||||||||
| Short-term investments, available-for-sale (estimated fair value approximates cost) | |||||||||||
| Total Investments | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash and cash equivalents | |||||||||||
| Receivables | |||||||||||
| Reinsurance recoverables | |||||||||||
| Deferred policy acquisition costs | |||||||||||
| Prepaid reinsurance premiums | |||||||||||
| Goodwill | |||||||||||
| Intangible assets | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Unpaid losses and loss adjustment expenses | $ | $ | |||||||||
| Life and annuity benefits | |||||||||||
| Unearned premiums | |||||||||||
| Payables to insurance and reinsurance companies | |||||||||||
Senior long-term debt and other debt (estimated fair value of $ | |||||||||||
| Other liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Commitments and contingencies | |||||||||||
| Shareholders' equity: | |||||||||||
| Preferred stock | |||||||||||
| Common stock | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Shareholders' Equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
3
MARKEL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (dollars in thousands, except per share data) | |||||||||||
| OPERATING REVENUES | |||||||||||
| Earned premiums | $ | $ | |||||||||
| Net investment income | |||||||||||
| Net investment gains (losses) | ( | ||||||||||
| Products revenues | |||||||||||
| Services and other revenues | |||||||||||
| Total Operating Revenues | |||||||||||
| OPERATING EXPENSES | |||||||||||
| Losses and loss adjustment expenses | |||||||||||
| Underwriting, acquisition and insurance expenses | |||||||||||
| Products expenses | |||||||||||
| Services and other expenses | |||||||||||
| Amortization of acquired intangible assets | |||||||||||
| Total Operating Expenses | |||||||||||
| Operating Income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Foreign exchange gains (losses) | ( | ||||||||||
| Income Before Income Taxes | |||||||||||
| Income tax expense | ( | ( | |||||||||
| Net Income | |||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||
| Net Income to Shareholders | |||||||||||
| Preferred stock dividends | |||||||||||
| Net Income to Common Shareholders | $ | $ | |||||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||
Change in net unrealized losses on available-for-sale investments, net of taxes: | |||||||||||
| Net holding gains (losses) arising during the period | $ | $ | ( | ||||||||
| Reclassification adjustments for net losses in net income | |||||||||||
Change in net unrealized losses on available-for-sale investments, net of taxes | ( | ||||||||||
| Change in discount rate for life and annuity benefits, net of taxes | |||||||||||
| Change in foreign currency translation adjustments, net of taxes | ( | ||||||||||
| Change in net actuarial pension loss, net of taxes | |||||||||||
| Total Other Comprehensive Income (Loss) | ( | ||||||||||
| Comprehensive Income | |||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | |||||||||
| Comprehensive Income to Shareholders | $ | $ | |||||||||
| NET INCOME PER COMMON SHARE | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
4
MARKEL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
| Three Months Ended March 31, 2025 | Preferred Stock | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Equity awards expensed | |||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of EPI | |||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interests | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | Preferred Stock | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Equity awards expensed | |||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interests | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
5
MARKEL GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
(dollars in thousands) | |||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ( | ||||||||||
| Net Cash Provided By Operating Activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Proceeds from sales, maturities, calls and prepayments of fixed maturity securities | |||||||||||
| Cost of fixed maturity securities purchased | ( | ( | |||||||||
| Proceeds from sales of equity securities | |||||||||||
| Cost of equity securities purchased | ( | ( | |||||||||
| Net change in short-term investments | ( | ||||||||||
| Additions to property and equipment | ( | ( | |||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||
| Other | ( | ||||||||||
| Net Cash Provided (Used) By Investing Activities | ( | ||||||||||
| FINANCING ACTIVITIES | |||||||||||
| Additions to senior long-term debt and other debt | |||||||||||
| Repayment of senior long-term debt and other debt | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net Cash Used By Financing Activities | ( | ( | |||||||||
| Effect of foreign currency rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | ( | ||||||||||
| Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | ( | ||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | |||||||||||
| CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
6
MARKEL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Markel Group Inc. (Markel Group) is a holding company comprised of a diverse group of companies and investments with specialty insurance at its core. Through its wholly owned subsidiary, Markel Ventures, Inc. (Markel Ventures), Markel Group owns controlling interests in businesses that operate in a variety of industries. See note 2 for details regarding reportable segments.
a) Basis of Presentation. The consolidated balance sheet as of March 31, 2025 and the related consolidated statements of income and comprehensive income and changes in equity for the three months ended March 31, 2025 and 2024, and the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 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, 2024 was derived from Markel Group's audited annual consolidated financial statements.
The accompanying consolidated financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) and include the accounts of Markel Group and its consolidated subsidiaries, as well as variable interest entities (VIEs) that meet the requirements for consolidation (the Company). All significant intercompany balances and transactions have been eliminated in consolidation. The Company consolidates the results of its Markel Ventures subsidiaries on a one-month lag, with the exception of significant transactions or events that occur during the intervening period. Certain prior period amounts have been reclassified to conform to the current period presentation.
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements.
The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company's annual consolidated financial statements and notes. For a more complete description of the Company's business and accounting policies, readers are urged to review the Company's 2024 Annual Report on Form 10‑K.
b) Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires public companies, on an annual basis, to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items that meet a quantitative threshold. The standard also requires public companies to, among other things, disaggregate income taxes paid by federal, state and foreign taxes. ASU No. 2023-09 becomes effective for the Company's 2025 Annual Report on Form 10-K. The standard will not impact the Company's financial position, results of operations or cash flows. The Company is currently evaluating the impact of ASU No. 2023-09 on its disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The standard requires disclosure of certain prescribed costs and expenses within the notes to consolidated financial statements. ASU No. 2024-03 becomes effective for the Company's 2027 Annual Report on Form 10-K. The standard only impacts required disclosures and will not impact the Company's financial position, results of operations or cash flows. The Company is currently in the early stages of evaluating the impact of ASU No. 2024-23 on its disclosures.
7
2. Segment Reporting Disclosures
The Company has four reportable segments: Insurance, Reinsurance, Investing and Markel Ventures.
The chief operating decision maker reviews the Company's ongoing underwriting operations on a global basis in the following two segments: Insurance and Reinsurance. The Insurance segment includes all direct business written on a risk-bearing basis within the Company's underwriting operations. The Reinsurance segment includes all treaty reinsurance written on a risk-bearing basis within the Company's underwriting operations.
The Company's other insurance operations primarily consist of the results of the Company's program services and insurance-linked securities (ILS) operations. Other insurance operations also include results for equity method and other investments managed within the Company's insurance operations and for lines of business discontinued prior to, or in conjunction with, acquisitions. These discontinued lines include development on asbestos and environmental loss reserves and results attributable to the run-off of life and annuity reinsurance business, which are monitored separately from the Company's ongoing underwriting operations. For purposes of segment reporting, none of these other insurance operations are considered to be reportable segments.
The Company's Investing segment includes investing activities related to invested assets within the Company's insurance operations, as well as investing activities at Markel Group. Invested assets managed through the Investing segment include the Company's portfolio of publicly traded fixed maturity and equity securities, as well as cash and short-term investments.
The Markel Ventures segment primarily consists of controlling interests in a diverse portfolio of businesses that operate in various industries. The Company's chief operating decision maker reviews and assesses Markel Ventures' performance in the aggregate, as a single operating segment.
Segment profit for all of the Company's segments is measured by operating income. Segment operating income excludes amortization of intangible assets, which arises from purchase accounting for acquisitions. The chief operating decision maker does not consider amortization of acquired intangible assets in assessing the financial performance of, or allocating resources to, operating segments. Amortization of acquired intangible assets is considered a corporate expense because it is not a cost of operating the underlying businesses. For the Company's Insurance and Reinsurance segments, segment operating income is typically consistent with underwriting profit, which the property and casualty insurance industry commonly defines as earned premiums net of losses and loss adjustment expenses and underwriting, acquisition and insurance expenses. Segment operating income for these two segments may also include other revenues and expenses that are not captured in underwriting profit.
For management reporting purposes, the Company allocates assets to its underwriting operations and to its Investing and Markel Ventures segments and certain of its other insurance operations, including its program services business and insurance-linked securities business. Underwriting assets include assets attributed to the Company's Insurance and Reinsurance segments, discontinued underwriting lines of business, as well as assets that are not specifically allocated to the Company's other insurance operations. Generally, the Company manages its underwriting assets in the aggregate and therefore does not allocate assets to individual underwriting segments.
8
a) The following tables summarize the Company's segment disclosures.
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Insurance | Reinsurance | Investing | Markel Ventures | Other insurance operations | Corporate | Consolidated | ||||||||||||||||||||||||||||||||||
| Earned premiums | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||||||||||||||||||||
| Net investment losses | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Products revenues | |||||||||||||||||||||||||||||||||||||||||
| Services and other revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||||||||||||||||||||
| Losses and loss adjustment expenses: | |||||||||||||||||||||||||||||||||||||||||
Current accident year - attritional | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Current accident year - catastrophe | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Prior accident years | |||||||||||||||||||||||||||||||||||||||||
| Underwriting, acquisition and insurance expenses: | |||||||||||||||||||||||||||||||||||||||||
| Amortization of policy acquisition costs | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other underwriting expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Products expenses | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Services and other expenses | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Amortization of acquired intangible assets | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||||||||||||||
| Net foreign exchange losses | ( | ||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Insurance | Reinsurance | Investing | Markel Ventures | Other insurance operations | Corporate | Consolidated | ||||||||||||||||||||||||||||||||||
| Earned premiums | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||||||||||||||||||||
| Net investment gains | |||||||||||||||||||||||||||||||||||||||||
| Products revenues | |||||||||||||||||||||||||||||||||||||||||
| Services and other revenues | |||||||||||||||||||||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||||||||||||||||||||
| Losses and loss adjustment expenses: | |||||||||||||||||||||||||||||||||||||||||
Current accident year - attritional | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Current accident year - catastrophe | |||||||||||||||||||||||||||||||||||||||||
| Prior accident years | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Underwriting, acquisition and insurance expenses: | |||||||||||||||||||||||||||||||||||||||||
| Amortization of policy acquisition costs | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other underwriting expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Products expenses | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Services and other expenses | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Amortization of acquired intangible assets | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||||||||||||||
| Net foreign exchange gains | |||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||
9
b) The following amounts attributable to the Markel Ventures segment are also reviewed, or included in measures reviewed, by the Company's chief operating decision maker.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Depreciation expense | $ | $ | |||||||||
| Capital expenditures | $ | $ | |||||||||
c) The following table reconciles segment assets to the Company's consolidated balance sheets.
| (dollars in thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Segment assets: | |||||||||||
| Investing | $ | $ | |||||||||
| Underwriting | |||||||||||
| Markel Ventures | |||||||||||
| Total segment assets | |||||||||||
Other insurance operations | |||||||||||
| Total assets | $ | $ | |||||||||
3. Acquisitions
Educational Partners International
In September 2024, the Company acquired a 68 % ownership interest in Educational Partners International (EPI), a company that sponsors international teachers for placements in schools in the U.S. Total consideration for the Company's investment was $167.7 million, all of which was cash. The Company has the option to acquire the remaining equity interests and the remaining equity holders have the option to sell their interests to the Company in the future. Through January 15, 2025, the Company's investment was accounted for under the equity method, as the Company did not have control over the business due to regulatory approval that was still pending. On January 16, 2025, the Company received regulatory approval, which resulted in the control and consolidation of EPI. The fair value of the investment on the consolidation date was preliminarily allocated to the acquired assets and liabilities of EPI based on estimated fair value at the consolidation date. The Company recognized goodwill of $70.3 million, intangible assets of $177.0 million and redeemable noncontrolling interest of $81.2 million. Goodwill is primarily attributable to expected future earnings and cash flow potential of EPI, and it is expected to be deductible for income tax purposes. The primary intangible asset acquired is an indefinite-lived intangible asset for a designation from the U.S. Department of State that authorizes EPI to sponsor international teachers for placements in schools in the U.S. Results attributable to EPI are included in the Company's Markel Ventures segment.
The Company has not completed the process of determining the fair value of the assets acquired and liabilities assumed. As a result, the fair value recorded for these items is a provisional estimate and is subject to adjustment. Once completed, any adjustments resulting from the valuations may impact the individual amounts recorded for assets acquired and liabilities assumed, as well as the residual goodwill.
Valor Environmental
In June 2024, the Company acquired 98 % of Valor Environmental (Valor), an environmental services company providing erosion control and related services to commercial development sites and homebuilders throughout the United States. The Company has the option to acquire the remaining equity interests and the remaining equity holders have the option to sell their interests to the Company in the future. Total consideration for the transaction was $156.4
10
As of June 30, 2024, the purchase price was preliminarily allocated to the acquired assets and liabilities of Valor based on estimated fair value at the acquisition date. In the first quarter of 2025, the Company completed the process of determining the fair value of the assets acquired and liabilities assumed with Valor and recognized goodwill of $73.4 million and intangible assets of $92.5 million. The final purchase price allocation reflected differences from the preliminary purchase price allocation, including a $43.5 million increase in the amount recognized for intangible assets upon completion of a third-party valuation and an increase in the corresponding deferred tax liability. The final purchase price allocation adjustments resulted in a $34.2 million net decrease to goodwill from the preliminary amount recognized. Goodwill is primarily attributable to expected future earnings and cash flow potential of Valor, and a portion of it is not deductible for income tax purposes. Intangible assets include $82.0 million of customer relationships, $6.0 million of trade names and $4.5 million of other intangible assets, which are being amortized over 17 years, 15 years and 5 years, respectively. Results attributable to Valor are included in the Company's Markel Ventures segment.
4. Investments
a) The following tables summarize the Company's available-for-sale investments. Agency mortgage-backed securities include securities issued by U.S. government-sponsored enterprises and U.S. government agencies. The net unrealized holding gains (losses) in the tables below are presented before taxes.
| March 31, 2025 | |||||||||||||||||||||||
| (dollars in thousands) | Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Estimated Fair Value | |||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| U.S. government-sponsored enterprises | ( | ||||||||||||||||||||||
| Obligations of states, municipalities and political subdivisions | ( | ||||||||||||||||||||||
Foreign governments, agencies and supranationals | ( | ||||||||||||||||||||||
Agency mortgage-backed securities | ( | ||||||||||||||||||||||
Non-agency mortgage-backed securities | ( | ||||||||||||||||||||||
Corporate and university bonds | ( | ||||||||||||||||||||||
| Total fixed maturity securities | ( | ||||||||||||||||||||||
| Short-term investments | ( | ||||||||||||||||||||||
| Investments, available-for-sale | $ | $ | $ | ( | $ | ||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| (dollars in thousands) | Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Estimated Fair Value | |||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| U.S. government-sponsored enterprises | ( | ||||||||||||||||||||||
| Obligations of states, municipalities and political subdivisions | ( | ||||||||||||||||||||||
Foreign governments, agencies and supranationals | ( | ||||||||||||||||||||||
Agency mortgage-backed securities | ( | ||||||||||||||||||||||
Non-agency mortgage-backed securities | ( | ||||||||||||||||||||||
Corporate and university bonds | ( | ||||||||||||||||||||||
| Total fixed maturity securities | ( | ||||||||||||||||||||||
| Short-term investments | ( | ||||||||||||||||||||||
| Investments, available-for-sale | $ | $ | $ | ( | $ | ||||||||||||||||||
11
b) The following tables summarize gross unrealized investment losses on available-for-sale investments by the length of time that securities have continuously been in an unrealized loss position.
| March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 months or longer | Total | |||||||||||||||||||||||||||||||||
| (dollars in thousands) | Estimated Fair Value | Gross Unrealized Holding Losses | Estimated Fair Value | Gross Unrealized Holding Losses | Estimated Fair Value | Gross Unrealized Holding Losses | |||||||||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| U.S. government-sponsored enterprises | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Obligations of states, municipalities and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
Foreign governments, agencies and supranationals | ( | ( | ( | ||||||||||||||||||||||||||||||||
Agency mortgage-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
Non-agency mortgage-backed securities | ( | ( | |||||||||||||||||||||||||||||||||
Corporate and university bonds | ( | ( | |||||||||||||||||||||||||||||||||
| Total fixed maturity securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Short-term investments | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
At March 31, 2025, the Company held 1,225 available-for-sale securities in an unrealized loss position with a total estimated fair value of $11.4 billion and gross unrealized losses of $546.9 million. Of these 1,225 securities, 932 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of $7.2 billion and gross unrealized losses of $514.2 million.
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 months or longer | Total | |||||||||||||||||||||||||||||||||
| (dollars in thousands) | Estimated Fair Value | Gross Unrealized Holding Losses | Estimated Fair Value | Gross Unrealized Holding Losses | Estimated Fair Value | Gross Unrealized Holding Losses | |||||||||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| U.S. government-sponsored enterprises | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Obligations of states, municipalities and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
Foreign governments, agencies and supranationals | ( | ( | ( | ||||||||||||||||||||||||||||||||
Agency mortgage-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
Non-agency mortgage-backed securities | ( | ( | |||||||||||||||||||||||||||||||||
Corporate and university bonds | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total fixed maturity securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Short-term investments | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
At December 31, 2024, the Company held 1,485 available-for-sale securities in an unrealized loss position with a total estimated fair value of $12.6 billion and gross unrealized losses of $743.0 million. Of these 1,485 securities, 966 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of $7.4 billion and gross unrealized losses of $633.1 million.
12
The Company completes a detailed analysis each quarter to assess whether the decline in the fair value of any investment below its cost basis is the result of a credit loss. All available-for-sale securities with unrealized losses are reviewed. The Company considers many factors in completing its quarterly review of securities with unrealized losses for credit-related impairment to determine whether a credit loss exists, including the extent to which fair value is below cost, the implied yield to maturity, rating downgrades of the security and whether or not the issuer has failed to make scheduled principal or interest payments. The Company also takes into consideration information about the financial condition of the issuer and industry factors that could negatively impact the issuer.
If the decline in fair value of an available-for-sale security below its amortized cost is considered to be the result of a credit loss, the Company compares the estimated present value of the cash flows expected to be collected to the amortized cost of the security. The extent to which the estimated present value of the cash flows expected to be collected is less than the amortized cost of the security represents the credit loss, which is recorded as an allowance and recognized in net income. The allowance is limited to the difference between the fair value and the amortized cost of the security. Any remaining decline in fair value represents the non-credit portion of the impairment, which is recognized in other comprehensive income. The Company did not
Quarterly, the Company also considers whether it intends to sell an available-for-sale security or if it is more likely than not that it will be required to sell a security before recovery of its amortized cost. In these instances, a decline in fair value is recognized in net income based on the fair value of the security at the time of assessment, resulting in a new cost basis for the security.
c) The amortized cost and estimated fair value of fixed maturity securities at March 31, 2025 are shown below by contractual maturity.
| (dollars in thousands) | Amortized Cost | Estimated Fair Value | |||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after five years through ten years | |||||||||||
| Due after ten years | |||||||||||
Mortgage-backed securities | |||||||||||
| Total fixed maturity securities | $ | $ | |||||||||
d) The following table presents the components of net investment income.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Interest: | |||||||||||
| Fixed maturity securities | $ | $ | |||||||||
| Short-term investments | |||||||||||
Cash and cash equivalents and restricted cash and cash equivalents | |||||||||||
| Dividends on equity securities | |||||||||||
| Investment expenses | ( | ( | |||||||||
Net investment income | $ | $ | |||||||||
13
e) The following table presents the components of net investment gains (losses) included in net income and the change in net unrealized losses included in other comprehensive income (loss). Gross realized investment gains and losses on fixed maturity securities, short-term investments and other investments were not material to the consolidated financial statements and are presented on a net basis in the following table.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Fixed maturity securities, short-term investments and other investments: | |||||||||||
| Net realized investment losses | $ | ( | $ | ( | |||||||
| Equity securities: | |||||||||||
| Change in fair value of securities sold during the period | ( | ||||||||||
| Change in fair value of securities held at the end of the period | ( | ||||||||||
| Total change in fair value | ( | ||||||||||
| Net investment gains (losses) | $ | ( | $ | ||||||||
| Change in net unrealized losses on available-for-sale investments included in other comprehensive income (loss): | |||||||||||
| Fixed maturity securities | $ | $ | ( | ||||||||
| Short-term investments | ( | ||||||||||
| Net increase (decrease) | $ | $ | ( | ||||||||
5. Fair Value Measurements
FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, establishes a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets or liabilities fall within different levels of the hierarchy, the classification is based on the lowest level input that is significant to the fair value measurement of the asset or liability.
Classification of assets and liabilities within the hierarchy considers the markets in which the assets and liabilities are traded and the reliability and transparency of the assumptions used to determine fair value. The hierarchy requires the use of observable market data when available. The levels of the hierarchy are defined as follows:
•Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities traded in active markets.
•Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.
•Level 3 – Inputs to the valuation methodology are unobservable for the asset or liability and are significant to the fair value measurement.
In accordance with ASC 820, the Company determines fair value based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods, including the market, income and cost approaches. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The following section describes the valuation methodologies used by the Company to measure assets and liabilities at fair value, including an indication of the level within the fair value hierarchy in which each asset or liability is generally classified.
14
Available-for-sale investments and equity securities. Available-for-sale investments and equity securities are recorded at fair value on a recurring basis. Available-for-sale investments include fixed maturity securities and short-term investments. Fair value is determined by the Company after considering various sources of information, including information provided by a third-party pricing service. The pricing service provides prices for substantially all of the Company's fixed maturity securities and equity securities. In determining fair value, the Company generally does not adjust the prices obtained from the pricing service. The Company obtains an understanding of the pricing service's valuation methodologies and related inputs, which include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids, offers, duration, credit ratings, estimated cash flows and prepayment speeds. The Company validates prices provided by the pricing service by reviewing prices from other pricing sources and analyzing pricing data in certain instances.
The Company has evaluated the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Level 1 investments include those traded on an active exchange, such as the New York Stock Exchange. Level 2 investments include U.S. Treasury securities, U.S. government-sponsored enterprises, municipal bonds, foreign government, agency, and supranational bonds, mortgage-backed securities and corporate and university debt securities. Level 3 investments include the Company's investments in insurance-linked securities funds that are in run-off, which are not traded on an active exchange and are valued using unobservable inputs.
Fair value for available-for-sale investments and equity securities is measured based upon quoted prices in active markets, if available. Due to variations in trading volumes and the lack of quoted market prices, fixed maturity securities are classified as Level 2 investments. The fair value of fixed maturity securities is normally derived through recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data previously described. If there are no recent reported trades, the fair value of fixed maturity securities may be derived through the use of matrix pricing or model processes, where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Significant inputs used to determine the fair value of obligations of states, municipalities and political subdivisions, corporate and university bonds and obligations of foreign governments, agencies and supranationals include reported trades, benchmark yields, issuer spreads, bids, offers, credit information and estimated cash flows. Significant inputs used to determine the fair value of mortgage-backed securities include the type of underlying assets, benchmark yields, prepayment speeds, collateral information, tranche type and volatility, estimated cash flows, credit information, default rates, recovery rates, issuer spreads and the year of issue.
Senior long-term debt and other debt. Senior long-term debt and other debt is carried at amortized cost with the estimated fair value disclosed on the consolidated balance sheets. Senior long-term debt and other debt is classified as Level 2 within the fair value hierarchy due to variations in trading volumes and the lack of quoted market prices. The Company determines fair value through a third-party pricing service and 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 and estimated cash flows.
15
The following tables present the balances of assets measured at fair value on a recurring basis by level within the fair value hierarchy.
| March 31, 2025 | |||||||||||||||||||||||
| (dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments: | |||||||||||||||||||||||
| Fixed maturity securities, available-for-sale: | |||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. government-sponsored enterprises | |||||||||||||||||||||||
| Obligations of states, municipalities and political subdivisions | |||||||||||||||||||||||
Foreign governments, agencies and supranationals | |||||||||||||||||||||||
Agency mortgage-backed securities | |||||||||||||||||||||||
Non-agency mortgage-backed securities | |||||||||||||||||||||||
Corporate and university bonds | |||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Insurance, banks and other financial institutions | |||||||||||||||||||||||
| Industrial, consumer and all other | |||||||||||||||||||||||
| Total equity securities | |||||||||||||||||||||||
| Short-term investments, available-for-sale | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| (dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments: | |||||||||||||||||||||||
| Fixed maturity securities, available-for-sale: | |||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. government-sponsored enterprises | |||||||||||||||||||||||
| Obligations of states, municipalities and political subdivisions | |||||||||||||||||||||||
Foreign governments, agencies and supranationals | |||||||||||||||||||||||
Agency mortgage-backed securities | |||||||||||||||||||||||
Non-agency mortgage-backed securities | |||||||||||||||||||||||
Corporate and university bonds | |||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Insurance, banks and other financial institutions | |||||||||||||||||||||||
| Industrial, consumer and all other | |||||||||||||||||||||||
| Total equity securities | |||||||||||||||||||||||
| Short-term investments, available-for-sale | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | |||||||||||||||||||
Except as disclosed in note 3, the Company did not
16
6. Products, Services and Other Revenues
The following tables present revenues from contracts with customers by type, all of which are included in products revenues and services and other revenues, along with a reconciliation to total products revenues and services and other revenues.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Markel Ventures | Other | Total | Markel Ventures | Other | Total | |||||||||||||||||||||||||||||
| Products | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Services | |||||||||||||||||||||||||||||||||||
Management fees | |||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | |||||||||||||||||||||||||||||||||||
| Leasing revenues | |||||||||||||||||||||||||||||||||||
Fronting fees | |||||||||||||||||||||||||||||||||||
Equity method and other investments income | |||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||
Total products, services and other revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Receivables from contracts with customers were $602.2 million and $593.8 million as of March 31, 2025 and December 31, 2024, respectively.
7. Unpaid Losses and Loss Adjustment Expenses
The following table presents a reconciliation of consolidated beginning and ending reserves for losses and loss adjustment expenses.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Gross reserves for losses and loss adjustment expenses, beginning of year | $ | $ | |||||||||
| Reinsurance recoverables on unpaid losses, beginning of year | |||||||||||
| Net reserves for losses and loss adjustment expenses, beginning of year | |||||||||||
| Effect of foreign currency rate changes on beginning of year balance | ( | ||||||||||
| Adjusted net reserves for losses and loss adjustment expenses, beginning of year | |||||||||||
| Incurred losses and loss adjustment expenses: | |||||||||||
| Current accident year | |||||||||||
| Prior accident years | ( | ( | |||||||||
| Total incurred losses and loss adjustment expenses | |||||||||||
| Payments: | |||||||||||
| Current accident year | |||||||||||
| Prior accident years | |||||||||||
| Total payments | |||||||||||
| Effect of foreign currency rate changes on current year activity | ( | ||||||||||
Change in net reserves for losses and loss adjustment expenses of Markel CATCo Re | ( | ( | |||||||||
| Net reserves for losses and loss adjustment expenses, end of period | |||||||||||
| Reinsurance recoverables on unpaid losses | |||||||||||
| Gross reserves for losses and loss adjustment expenses, end of period | $ | $ | |||||||||
17
For the three months ended March 31, 2025, current accident year losses and loss adjustment expenses included $66.1 million of net losses and loss adjustment expenses attributed to the series of wildfires that occurred in southern California in January 2025 (California Wildfires). The net losses and loss adjustment expenses attributed to the California Wildfires as of March 31, 2025 represent the Company's best estimate based upon information currently available. This loss estimate was based on claims received, policy level reviews and an analysis of ceded reinsurance contracts. The Company's estimate is based on various assumptions about coverage and liability and is therefore subject to change. While the Company believes its net reserves for the California Wildfires as of March 31, 2025 are adequate, it continues to closely monitor reported claims and may adjust the estimate of ultimate net losses as new information becomes available.
For the three months ended March 31, 2025, prior accident years losses and loss adjustment expenses included $150.1 million of favorable development on prior years loss reserves, which included $109.2 million of favorable development on the Company's professional liability and general liability product lines across both its underwriting segments.
For the three months ended March 31, 2024, prior accident years losses and loss adjustment expenses included $77.0 million of favorable development on prior years loss reserves, which included $64.8 million of favorable development on the Company's international professional liability and marine and energy product lines within its Insurance segment.
8. Reinsurance
The following tables summarize the effect of reinsurance and retrocessional reinsurance on premiums written and earned.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Direct | Assumed | Ceded | Net Premiums | Direct | Assumed | Ceded | Net Premiums | |||||||||||||||||||||||||||||||||||||||
| Underwriting: | |||||||||||||||||||||||||||||||||||||||||||||||
| Written | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Earned | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
Fronting: | |||||||||||||||||||||||||||||||||||||||||||||||
| Written | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Earned | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Consolidated: | |||||||||||||||||||||||||||||||||||||||||||||||
| Written | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Earned | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
Substantially all of the premiums written and earned in the Company's program services and insurance-linked securities fronting operations for the three months ended March 31, 2025 and 2024 were ceded. The percentage of consolidated ceded earned premiums to gross earned premiums was 42 % and 38 % for the three months ended March 31, 2025 and 2024, respectively. The percentage of consolidated assumed earned premiums to net earned premiums was 33 % and 24 % for the three months ended March 31, 2025 and 2024, respectively.
Substantially all of the incurred losses and loss adjustment expenses in the Company's program services and insurance-linked securities fronting operations were ceded. These gross losses totaled $957.5 million and $603.7 million for the three months ended March 31, 2025 and 2024, respectively.
The following table summarizes the effect of reinsurance and retrocessional reinsurance on losses and loss adjustment expenses in the Company's underwriting operations.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Gross losses and loss adjustment expenses | $ | $ | |||||||||
| Ceded losses and loss adjustment expenses | ( | ( | |||||||||
| Net losses and loss adjustment expenses | $ | $ | |||||||||
18
9. Related Party Transactions
The Company engages in certain related party transactions in the normal course of business at arm's length.
Fund Management
Within the Company's insurance-linked securities operations, the Company provides investment and insurance management services through Nephila Holdings Ltd. (together with its subsidiaries, Nephila). Nephila serves as the investment manager to several Bermuda based private funds (the Nephila Funds). To provide access for the Nephila Funds to a variety of insurance-linked securities in the property catastrophe, climate and specialty insurance markets, Nephila also acts as an insurance manager to certain Bermuda licensed reinsurers and as the managing agent to Lloyd's Syndicate 2357 and Lloyd's Syndicate 2358 (collectively, the Nephila Reinsurers). Neither the Nephila Funds nor the Nephila Reinsurers are consolidated by the Company. Nephila receives management fees for investment and insurance management services based on either the net asset value of the accounts managed or gross premium volume for the underlying risks to which the investors subscribed. Nephila also may earn incentive fees from certain funds based on annual performance. For the three months ended March 31, 2025 and 2024, total fund management revenues attributed to unconsolidated entities managed by Nephila were $25.5 million and $19.2 million, respectively.
Program Services and ILS Fronting
Through the Company's program services and ILS fronting operations, the Company has programs with the Nephila Reinsurers through which the Company writes insurance policies that are fully ceded to the Nephila Reinsurers in exchange for fronting fees. Through these programs, Nephila utilizes certain of the Company's licensed insurance companies to write a portion of its portfolio of U.S. catastrophe-exposed property and specialty risks. Gross premiums written through the Company's program services and ILS operations that were ceded to the Nephila Reinsurers were $389.3 353.1 4.2 million and $4.5 million, respectively.
As of March 31, 2025 and December 31, 2024, reinsurance recoverables on the consolidated balance sheets included $1.1 billion and $968.9 million, respectively, due from the Nephila Reinsurers. Under its programs with the Nephila Reinsurers, the Company bears underwriting risk for annual aggregate agreement year losses in excess of a limit the Company believes is unlikely to be exceeded. To the extent losses under these programs exceed the prescribed limits, the Company is obligated to pay such losses to the cedents without recourse to the Nephila Reinsurers. While the Company believes losses under these programs are unlikely, those losses, if incurred, could be material to the Company's consolidated results of operations and financial condition.
Beginning in the second quarter of 2024, in order for the Nephila Reinsurers to obtain reinsurance protection for a portion of their exposures, the Company also fronted ceded reinsurance contracts, primarily in the form of industry loss warranties, for the Nephila Reinsurers. Through this arrangement, the underlying risk of the Nephila Reinsurers was retroceded back to the Company and then fully ceded to third-party reinsurers. For the three months ended March 31, 2025, the Company's gross written premiums from the Nephila Reinsurers under this ILS fronting program were $13.7
The Company has also entered into other assumed and ceded reinsurance transactions with the Nephila Reinsurers in the normal course of business, which are not material to the Company's consolidated financial statements.
19
Hagerty
The Company holds a minority ownership interest in Hagerty, Inc. (Hagerty), which operates primarily as a managing general agent focused on the global automobile enthusiast market and also includes Hagerty Reinsurance Limited (Hagerty Re), a Bermuda Class 3 reinsurance company. Through the Company's underwriting operations, the Company underwrites insurance for Hagerty, a portion of which is ceded to Hagerty Re. The amounts attributed to these arrangements are summarized in the following table.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
Gross written premiums attributable to Hagerty | $ | $ | |||||||||
Premiums ceded to Hagerty Re | $ | $ | |||||||||
As of March 31, 2025 and December 31, 2024, reinsurance recoverables on the consolidated balance sheets included $312.2 million and $308.8 million, respectively, due from Hagerty Re.
10. Shareholders' Equity
a) The Company has 50,000,000 shares of no par value common stock authorized. The following table presents a rollforward of changes in common shares issued and outstanding.
| Three Months Ended March 31, | |||||||||||
(shares in ones) | 2025 | 2024 | |||||||||
| Issued and outstanding common shares, beginning of period | |||||||||||
| Issuance of common shares | |||||||||||
| Repurchase of common shares | ( | ( | |||||||||
| Issued and outstanding common shares, end of period | |||||||||||
b) The Company also has 10,000,000 shares of no par value preferred stock authorized, of which 600,000
c) Net income per common share was determined by dividing adjusted net income to common shareholders by the applicable weighted average common shares outstanding. Weighted average basic common shares outstanding include restricted stock units that are no longer subject to any contingencies for issuance, but for which corresponding shares have not been issued. Diluted net income per common share is computed by dividing adjusted net income to common shareholders by the weighted average number of common shares and dilutive potential common shares outstanding during the period. The following table presents basic net income per common share and diluted net income per common share.
| Three Months Ended March 31, | |||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | |||||||||
| Net income to common shareholders | $ | $ | |||||||||
| Adjustment of redeemable noncontrolling interests | ( | ||||||||||
| Adjusted net income to common shareholders | $ | $ | |||||||||
Weighted average basic common shares outstanding | |||||||||||
Weighted average dilutive potential common shares from restricted stock units and restricted stock | |||||||||||
Weighted diluted common shares outstanding | |||||||||||
| Basic net income per common share | $ | $ | |||||||||
Diluted net income per common share | $ | $ | |||||||||
20
11. Contingencies
Contingencies arise in the normal course of the Company's operations and are not expected to have a material impact on the Company's financial condition or results of operations.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included under Item 1 Financial Statements and our 2024 Annual Report on Form 10-K. The accompanying consolidated financial statements and related notes have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) and include the accounts of our holding company, Markel Group Inc. (Markel Group), and its consolidated subsidiaries, as well as any variable interest entities that meet the requirements for consolidation. This section is divided into the following sections:
•Our Business
•Results of Operations
•Financial Condition
•Critical Accounting Estimates
•Safe Harbor and Cautionary Statement
Our Business
Markel Group is a holding company comprised of a diverse family of businesses and investments. The leadership teams of our businesses operate with a high degree of independence, while at the same time living the values that we call the Markel Style. Our specialty insurance business sits at the core of our company. Through decades of sound underwriting, our specialty insurance business has provided the capital base from which we built a system of businesses and investments that collectively increase Markel Group's durability and adaptability. We aspire to build one of the world's great companies by creating win-win-win outcomes for our customers, associates and shareholders. We deploy three financial engines in pursuit of this goal.
Insurance - markets and underwrites specialty insurance products using our underwriting, program services and insurance-linked securities platforms that enable us to best match risk and capital
Investments - invests capital held within our underwriting operations, as well as capital allocated by Markel Group, in fixed maturity and equity securities
Markel Ventures - owns controlling interests in a diverse portfolio of businesses that operate in a variety of industries
Our businesses provide a diverse set of income streams, access to a wide range of investment opportunities and the ability to efficiently move capital to the best ideas across our family of businesses. We allocate capital using a process that we have consistently followed for years. We first look to invest in our existing businesses for organic growth opportunities. After funding internal growth opportunities, we look to acquire controlling interests in businesses, build our portfolio of equity securities or repurchase shares of our common stock. We believe our system is uniquely equipped for long-term growth.
To mitigate the effects of short-term volatility and align with the long-term perspective that we apply to operating our businesses and making investments, we generally use five-year time periods to measure our performance. We measure financial success using both operating income and total shareholder return. Operating income provides a reasonable proxy for the performance of each engine in support of our overall financial goal of growing intrinsic value.
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Insurance
Our insurance operations are comprised of the following types of businesses:
•Underwriting - risk-bearing global specialty insurance and reinsurance operations.
•Program services - fronting platform that provides other insurance entities and capacity providers access to the property and casualty insurance market.
•Insurance-linked securities (ILS) - investment management platform for third-party capital providers to invest in a variety of insurance-related investment products.
We hold significant capital within our insurance operations to support the capital requirements of our underwriting subsidiaries, which is available for investment and generates both recurring streams of net investment income and investment returns. The invested assets held by our insurance subsidiaries are managed by, and reported through, our Investments engine, separate from our insurance operations.
Through our underwriting, program services and ILS operations, we have a suite of capabilities through which we can access capital to support our customers' risks, which includes our own capital through our underwriting operations, as well as third-party capital through our program services and ILS operations. We seek to differentiate ourselves from competitors by our specialized product expertise, exceptional customer service, continuity and other value-based considerations, including the multiple platforms through which we can manage risk and deploy capital. For example, within our ILS platform, we leverage the capabilities of our highly rated underwriting subsidiaries to front reinsurance contracts in support of our ILS business plans. Additionally, in 2024, our program services platform partnered with our international underwriting operations to expand our program services offerings internationally. Our ability to access multiple insurance platforms allows us to achieve income streams from our insurance operations beyond the traditional underwriting model, which enhances our return profile.
Based on the diverse nature of our insurance operations, we believe that it is meaningful to view our insurance operations in the aggregate, beyond the traditional earned premiums and combined ratio view of just our underwriting operations. We believe total operating revenues and operating income from our insurance operations provide a meaningful view of the total performance of our diversified insurance operations.
Underwriting
We monitor and assess the performance of our ongoing underwriting operations on a global basis in the following two segments: Insurance and Reinsurance. In determining how to allocate resources and assess the performance of our underwriting results, management considers many factors, including the nature of the insurance product sold, the type of account written and the type of customer served. The Insurance segment includes all direct business and facultative reinsurance placements written on a risk-bearing basis within our underwriting operations. The Reinsurance segment includes all treaty reinsurance written on a risk-bearing basis within our underwriting operations.
Our Insurance segment includes unique and hard-to-place risks written on a global basis. In the U.S., this includes business written on an excess and surplus lines basis and an admitted basis. The following products are included in this segment: general liability, professional liability, personal lines, marine and energy, primary and excess of loss property, workers' compensation, credit and surety coverages, specialty program insurance for well-defined markets and liability and other coverages tailored for unique exposures. Business in this segment is primarily written through our Markel Specialty and Markel International divisions. In April 2025, the Markel Specialty division was split into two divisions: U.S. Wholesale and Specialty division and Programs and Solutions division.
Our Reinsurance segment includes casualty and specialty treaty reinsurance products offered to other insurance and reinsurance companies. We write quota share and excess of loss reinsurance on a local, national and global basis. Business in this segment is primarily written by our Global Reinsurance division. Principal lines of business include: general liability, professional liability, credit and surety, marine and energy and workers' compensation.
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Program Services
Our program services business, which is provided through our State National division, generates fee revenues in the form of ceding fees in exchange for fronting insurance and reinsurance business for other insurance carriers (capacity providers). Our State National division is managed separately from our underwriting divisions. The results of our program services operations are reported within our other insurance operations and are not included in a reportable segment.
Although we reinsure substantially all of the risks inherent in our program services business, we have certain programs that contain limits on our reinsurers' obligations to us that expose us to underwriting risk, including loss ratio caps, aggregate reinsurance limits or exclusion of the credit risk of producers. Under certain programs, we also bear underwriting risk for annual aggregate agreement year losses in excess of a limit that we believe is unlikely to be exceeded.
Insurance-Linked Securities
Nephila Holdings Ltd. (together with its subsidiaries, Nephila) provides investment and insurance management services to investors through which we offer alternative capital to the insurance and reinsurance markets while providing the investors with investment strategies that typically are uncorrelated with traditional asset classes. Our insurance-linked securities operations, which are provided through our Nephila division, generate fee revenues in the form of management fees for investment management services and ceding fees for business fronted by our licensed insurance subsidiaries to support the investors' underlying portfolio of risks. These operations are reported within our other insurance operations and are not included in a reportable segment.
Nephila serves as the investment manager to several Bermuda based private funds (the Nephila Funds). To provide access for the Nephila Funds to the insurance and reinsurance markets, Nephila acts as an insurance manager to certain Bermuda licensed reinsurers and as the managing agent to Lloyd's Syndicate 2357 and Lloyd's Syndicate 2358 (collectively, the Nephila Reinsurers). The results of the Nephila Reinsurers are attributed to the Nephila Funds primarily through derivative transactions between these entities. Neither the Nephila Funds nor the Nephila Reinsurers are subsidiaries of Markel Group, and as such, these entities are not included in our consolidated financial statements.
When constructing its portfolio of risks, Nephila utilizes highly rated insurance carriers to front business to the Nephila Reinsurers when the Nephila Reinsurers do not have the required license to write the reinsurance risk directly. These fronting services may be provided by unrelated third-party insurance carriers, our program services licensed insurance subsidiaries or our licensed underwriting subsidiaries. The premium fronted by our underwriting subsidiaries consists of catastrophe-exposed property insurance and reinsurance business, as well as specialty and climate reinsurance business, all of which is ceded to the Nephila Reinsurers, whose investors ultimately assume the risk.
See note 9 of the notes to consolidated financial statements for further details regarding transactions with entities managed through our Nephila operations.
Investments
Our investment operations manage the capital held within our underwriting operations, as well as capital held by the Markel Group holding company. Invested assets managed through our investment operations include our portfolio of publicly traded fixed maturity and equity securities, as well as cash and short-term investments. Substantially all of our investment portfolio is managed by company employees, which helps minimize costs in our investment operations.
Our underwriting operations provide our investment operations with steady inflows of premiums. These funds are invested predominantly in high-quality government and municipal bonds and mortgage-backed securities that generally match the duration and currency of our loss reserves. We typically hold these investments until maturity. As a result, unrealized holding gains and losses on these securities are generally expected to reverse as the securities mature. Premiums collected through our underwriting operations may also be held as short-term investments or cash and cash equivalents to provide short-term liquidity for projected claims payments, reinsurance costs and operating expenses.
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Capital held by our insurance subsidiaries beyond that which we anticipate will be needed to cover claims payments and operating expenses, as well as capital allocated for investment purposes by Markel Group, is available to be invested in equity securities. When purchasing equity securities, we seek to invest in profitable companies with high returns on capital and low debt, with honest and talented management and significant reinvestment opportunities and capital discipline, all while paying reasonable prices for those securities. We intend to hold these equity investments over the long term. Over the long run, equity securities have produced higher returns relative to fixed maturity securities and short-term investments. Our investments in equity securities are predominantly held within our regulated insurance subsidiaries to support capital requirements. We allocate a higher percentage of capital within our regulated insurance subsidiaries to equity securities than most other insurance companies.
Markel Ventures
Through our wholly owned subsidiary Markel Ventures, Inc. (Markel Ventures), we own controlling interests in high-quality, specialized businesses that operate in a variety of different industries with shared values and the goal of positively contributing to the long-term financial performance of Markel Group. Management teams for each business operate autonomously and are responsible for developing strategic initiatives, managing day-to-day operations and making investment and capital allocation decisions for their respective companies. Our Markel Group management team is responsible for decisions regarding allocation of capital for acquisitions and new investments. Our strategy in making these acquisitions is similar to our strategy for purchasing equity securities. We seek to invest in profitable companies, with honest and talented management, that exhibit reinvestment opportunities and capital discipline, at reasonable prices. We intend to own the businesses acquired for a long period of time.
Our chief operating decision maker allocates resources to and assesses the performance of these various businesses in the aggregate as the Markel Ventures segment. The following types of businesses are included in this segment: construction services, consumer and building products, transportation-related products, equipment manufacturing products and consulting services. These businesses offer various types of products and services to businesses and consumers across many markets. All of our businesses in this segment are headquartered in the U.S., with subsidiaries of certain businesses located outside of the U.S.
In June 2024, we acquired a majority interest in Valor Environmental (Valor), an environmental services company providing erosion control and related services to commercial development sites and homebuilders throughout the U.S. In September 2024, we acquired a majority ownership interest in Educational Partners International (EPI), a company that sponsors international teachers for placements in schools in the U.S. Through January 15, 2025, our investment in EPI was accounted for under the equity method, as we did not have control over the business due to regulatory approval that was still pending. On January 16, 2025, we received regulatory approval, which resulted in control and consolidation of EPI. See note 3 of the notes to consolidated financial statements for additional details related to these acquisitions.
Results of Operations
The following table presents the components of operating revenues.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Insurance segment | $ | 1,817,851 | $ | 1,874,461 | |||||||
| Reinsurance segment | 271,549 | 253,339 | |||||||||
Other insurance operations | 98,413 | 57,918 | |||||||||
| Insurance operations | 2,187,813 | 2,185,718 | |||||||||
Net investment income | 235,601 | 217,204 | |||||||||
| Net investment gains (losses) | (149,071) | 902,281 | |||||||||
| Other | (4,610) | 20,846 | |||||||||
| Investing segment | 81,920 | 1,140,331 | |||||||||
| Markel Ventures segment | 1,129,372 | 1,140,606 | |||||||||
| Total operating revenues | $ | 3,399,105 | $ | 4,466,655 | |||||||
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The following table presents the components of operating income and comprehensive income to shareholders.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
Operating income: | |||||||||||
Insurance segment | $ | 53,216 | $ | 107,310 | |||||||
Reinsurance segment | 25,033 | 12,010 | |||||||||
Other insurance operations | 66,787 | 16,505 | |||||||||
Insurance operations | 145,036 | 135,825 | |||||||||
Investing segment | 81,920 | 1,140,331 | |||||||||
Markel Ventures segment | 102,510 | 103,915 | |||||||||
Amortization of acquired intangible assets | (46,942) | (44,285) | |||||||||
Operating income | 282,524 | 1,335,786 | |||||||||
| Interest expense | (52,140) | (45,548) | |||||||||
| Net foreign exchange gains (losses) | (72,633) | 51,500 | |||||||||
| Income tax expense | (28,404) | (292,556) | |||||||||
| Net income attributable to noncontrolling interests | (7,633) | (23,998) | |||||||||
| Net income to shareholders | 121,714 | 1,025,184 | |||||||||
| Net income to common shareholders | 121,714 | 1,025,184 | |||||||||
| Other comprehensive income (loss) to shareholders | 225,956 | (116,799) | |||||||||
| Comprehensive income to shareholders | $ | 347,670 | $ | 908,385 | |||||||
The decrease in operating income and comprehensive income to shareholders for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to pre-tax net investment losses of $147.3 million on our equity securities during the quarter compared to pre-tax net investment gains on our equity securities of $906.8 million in the same period of 2024.
The components of comprehensive income to shareholders are discussed in further detail under "Insurance Results," "Investing Results," "Markel Ventures Results," "Other" and "Other Comprehensive Income (Loss) to Shareholders."
Insurance Results
Our Insurance operations include our underwriting, program services and ILS operations. We have a suite of capabilities through which we can access capital to support our customers' risks, which includes our own capital through our underwriting operations and third-party capital through our program services and ILS operations. Our underwriting operations, which are primarily comprised of our Insurance and Reinsurance segments, produce revenues primarily by underwriting insurance contracts and earning premiums in the specialty insurance market. Our program services and ILS operations, which are the primary components of our other insurance operations, produce revenues primarily through fees earned for fronting services and investment management services. Our other insurance operations also include the underwriting results of run-off lines of business that were discontinued prior to, or in conjunction with, insurance acquisitions, and the results of our run-off life and annuity reinsurance business.
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The following table presents the components of our insurance operations gross premium volume, operating revenues and operating income.
| Three Months Ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | ||||||||||||||
| Gross premium volume: | |||||||||||||||||
| Underwriting | $ | 2,865,014 | $ | 2,776,166 | 3 | % | |||||||||||
Program services and ILS (1) | 1,353,216 | 1,164,233 | 16 | % | |||||||||||||
| Insurance operations | $ | 4,218,230 | $ | 3,940,399 | 7 | % | |||||||||||
| Operating revenues: | |||||||||||||||||
| Insurance segment | $ | 1,817,851 | $ | 1,874,461 | (3) | % | |||||||||||
| Reinsurance segment | 271,549 | 253,339 | 7 | % | |||||||||||||
Other insurance operations | 98,413 | 57,918 | 70 | % | |||||||||||||
| Insurance operations | $ | 2,187,813 | $ | 2,185,718 | 0 | % | |||||||||||
Operating income: | |||||||||||||||||
| Insurance segment | $ | 53,216 | $ | 107,310 | (50) | % | |||||||||||
| Reinsurance segment | 25,033 | 12,010 | 108 | % | |||||||||||||
Other insurance operations | 66,787 | 16,505 | 305 | % | |||||||||||||
| Insurance operations | $ | 145,036 | $ | 135,825 | 7 | % | |||||||||||
(1) Substantially all gross premiums from our fronting operations were ceded to third parties for the three months ended March 31, 2025 and 2024.
Underwriting Results
Underwriting profits are a key component of our strategy to build shareholder value. The property and casualty insurance industry commonly defines underwriting profit or loss as earned premiums net of losses and loss adjustment expenses and underwriting, acquisition and insurance expenses. We use underwriting profit or loss and the combined ratio as a basis for evaluating our underwriting performance. The U.S. GAAP combined ratio is a measure of underwriting performance and represents the relationship of incurred losses, loss adjustment expenses and underwriting, acquisition and insurance expenses to earned premiums. The combined ratio is the sum of the loss ratio and the expense ratio. The loss ratio represents the relationship of incurred losses and loss adjustment expenses to earned premiums. The expense ratio represents the relationship of underwriting, acquisition and insurance expenses to earned premiums. A combined ratio less than 100% indicates an underwriting profit, while a combined ratio greater than 100% reflects an underwriting loss.
In addition to the U.S. GAAP combined ratio, loss ratio and expense ratio, we also evaluate our underwriting performance using measures that exclude the impacts of certain items on these ratios. We believe these adjusted measures, which are non-GAAP measures, provide financial statement users with a better understanding of the significant factors that comprise our underwriting results and how management evaluates underwriting performance.
When analyzing our combined ratio, we exclude current accident year losses and loss adjustment expenses attributed to natural catastrophes and certain other significant, infrequent loss events. Gross and ceded losses for certain events may also result in receipt or payment of reinstatement premiums, which, if significant, may also be excluded when analyzing our combined ratio. Due to the unique characteristics of these events, there is inherent variability as to the timing or amount of the loss, which cannot be predicted in advance. We believe measures that exclude the effects of such events are meaningful to understand the underlying trends and variability in our underwriting results that may be obscured by these items.
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When analyzing our loss ratio, we typically evaluate losses and loss adjustment expenses attributable to the current accident year separate from losses and loss adjustment expenses attributable to prior accident years. Prior accident year reserve development, which can either be favorable or unfavorable, represents changes in our estimates of losses and loss adjustment expenses related to loss events that occurred in prior years. We believe a discussion of current accident year loss ratios that exclude prior accident year reserve development is helpful in most cases since it provides more insight into estimates of current underwriting performance and excludes changes in estimates related to prior year loss reserves. We also analyze our current accident year loss ratio excluding losses and loss adjustment expenses attributable to catastrophes. The current accident year loss ratio excluding the impact of catastrophes and other significant, infrequent loss events is also commonly referred to as an attritional loss ratio within the property and casualty insurance industry.
The following table presents summary data for our consolidated underwriting operations, which are comprised predominantly of our Insurance and Reinsurance segments. Our consolidated underwriting results also include results from discontinued lines of business and the retained portion of our fronting operations.
| Three Months Ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | ||||||||||||||
| Gross premium volume | $ | 2,865,016 | $ | 2,775,993 | 3 | % | |||||||||||
| Net written premiums | $ | 2,310,291 | $ | 2,232,037 | 4 | % | |||||||||||
| Earned premiums | $ | 2,089,374 | $ | 2,127,627 | (2) | % | |||||||||||
| Underwriting profit | $ | 87,271 | $ | 101,128 | (14) | % | |||||||||||
Underwriting Ratios (1) | Point Change | ||||||||||||||||
| Loss ratio | |||||||||||||||||
| Current accident year loss ratio | 67.2 | % | 64.1 | % | 3.1 | ||||||||||||
| Prior accident years loss ratio | (7.2) | % | (3.6) | % | (3.6) | ||||||||||||
| Loss ratio | 60.0 | % | 60.5 | % | (0.5) | ||||||||||||
| Expense ratio | 35.8 | % | 34.7 | % | 1.1 | ||||||||||||
| Combined ratio | 95.8 | % | 95.2 | % | 0.6 | ||||||||||||
Current accident year loss ratio catastrophe impact (2) | 3.2 | % | — | % | 3.2 | ||||||||||||
Current accident year loss ratio, excluding catastrophes impact | 64.1 | % | 64.1 | % | 0.0 | ||||||||||||
Combined ratio, excluding current year catastrophes impact (3) | 92.7 | % | 95.2 | % | (2.5) | ||||||||||||
(1) Amounts may not reconcile due to rounding.
(2) The point impact of catastrophes is calculated as the associated net losses and loss adjustment expenses divided by total earned premiums.
(3) The point impact of catastrophes for the quarter ended March 31, 2025 does not include the impact of $14.6 million of ceded reinstatement premiums attributed to catastrophes, which had a 0.7 point unfavorable impact on the consolidated combined ratio. Excluding the total underwriting loss attributed to catastrophes, the consolidated combined ratio for the three months ended March 31, 2025 was 92.0%.
Premiums
The increase in gross premium volume in our underwriting operations for the three months ended March 31, 2025 was driven by higher premium volume across both of our underwriting segments. Net retention of gross premium volume in our underwriting operations was 81% for the three months ended March 31, 2025 compared to 80% for the same period of 2024. The increase in net retention was driven by higher retention within our Reinsurance segment. Within our underwriting operations, we purchase reinsurance and retrocessional reinsurance to manage our net retention on individual risks and overall exposure to losses and to enable us to write policies with sufficient limits to meet policyholder needs. The decrease in earned premiums in our underwriting operations for the three months ended March 31, 2025 was primarily attributable to lower gross premium volume within our Insurance segment in recent periods.
In the first quarter of 2025, we achieved modest rate increases across our diversified product portfolio. We examine each of our product classes regularly by evaluating pricing and exposure, underwriting terms and conditions, deal structure, including limits and attachment points, and our expectations around loss cost trends, among other things. We target premium growth only in product lines where we are confident in the levels of rate adequacy.
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Product lines achieving the most notable rate increases include our U.S. general liability product lines, as well as certain personal lines and programs. We continue to be cautious in selecting which risks to pursue and how much limit to deploy within certain subclasses of our U.S. general liability portfolio as we rebalance our portfolio, however the rate increases have generally been in line with, or better than, our assumptions on loss cost trends. As a result of the rate increases being achieved in our personal lines and programs product lines, we are increasing our premium writings in these lines. Product lines with notable rate decreases include our workers' compensation, energy and cyber portfolios. Additionally, we are seeing small rate decreases on our property product lines as increased capacity is putting pressure on the rate environment.
Within our U.S. professional liability product lines, we saw modest rate increases on certain subclasses and continued rate decreases within our risk-managed directors and officers product line. In our international professional liability portfolio, we are generally seeing modest rate decreases; however, we believe these pockets of the portfolio are adequately priced overall. We are opportunistically growing premiums in our professional liability lines within those subclasses where we believe the current rates are adequate.
Combined Ratio
Excluding losses attributed to natural catastrophes, the decrease in our consolidated combined ratio for the three months ended March 31, 2025 was primarily attributable to more favorable development on prior accident years loss reserves in 2025 compared to 2024 across both of our underwriting segments.
Natural Catastrophes
Underwriting results for the three months ended March 31, 2025 included $80.6 million, or four points on the consolidated combined ratio, of underwriting losses, including the impact of reinstatement premiums, attributable to the series of wildfires that occurred in southern California in January 2025 (California Wildfires). Net losses and loss adjustment expenses attributable to the California Wildfires were $66.1 million, or three points on the consolidated combined ratio.
The net losses and loss adjustment expenses attributed to the California Wildfires as of March 31, 2025 represent our best estimate based upon information currently available. Our estimate for these losses is based on claims received, policy level reviews and analysis of ceded reinsurance contracts. This estimate is based on various assumptions about coverage and liability and is therefore subject to change. While we believe our net reserves for the California Wildfires as of March 31, 2025 are adequate, we continue to closely monitor reported claims and may adjust our estimate of ultimate net losses as new information becomes available.
Intellectual Property Collateral Protection Insurance
We have continued to recognize losses on our discontinued intellectual property collateral protection insurance (IP CPI) product line into 2025, in amounts consistent with our expectations. For the three months ended March 31, 2025, net losses and loss adjustment expenses on our IP CPI product line totaled $16.2 million, or one point on both our consolidated and Insurance segment combined ratios. Net losses and loss adjustment expenses on our IP CPI product line for the three months ended March 31, 2024 were $40.4 million, or two points on both our consolidated and Insurance segment combined ratios. We continue to believe the amount of losses on this product line in 2025 is likely to be less than what we recognized in 2024.
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Insurance Segment
| Three Months Ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | ||||||||||||||
| Gross premium volume | $ | 2,284,030 | $ | 2,208,587 | 3 | % | |||||||||||
| Net written premiums | $ | 1,789,441 | $ | 1,754,729 | 2 | % | |||||||||||
| Earned premiums | $ | 1,817,851 | $ | 1,874,461 | (3) | % | |||||||||||
| Underwriting profit | $ | 53,216 | $ | 107,310 | (50) | % | |||||||||||
Underwriting Ratios (1) | Point Change | ||||||||||||||||
| Loss ratio | |||||||||||||||||
| Current accident year loss ratio | 67.2 | % | 64.1 | % | 3.1 | ||||||||||||
| Prior accident years loss ratio | (7.0) | % | (5.2) | % | (1.8) | ||||||||||||
| Loss ratio | 60.2 | % | 58.9 | % | 1.3 | ||||||||||||
| Expense ratio | 36.9 | % | 35.4 | % | 1.5 | ||||||||||||
| Combined ratio | 97.1 | % | 94.3 | % | 2.8 | ||||||||||||
Current accident year loss ratio catastrophe impact (2) | 3.5 | % | — | % | 3.5 | ||||||||||||
Current accident year loss ratio, excluding catastrophes impact | 63.6 | % | 64.1 | % | (0.5) | ||||||||||||
Combined ratio, excluding current year catastrophes impact (3) | 93.5 | % | 94.3 | % | (0.8) | ||||||||||||
(1) Amounts may not reconcile due to rounding.
(2) The point impact of catastrophes is calculated as the associated net losses and loss adjustment expenses divided by total earned premiums.
(3) The point impact of catastrophes for the quarter ended March 31, 2025 does not include the impact of $14.6 million of ceded reinstatement premiums attributed to catastrophes, which had a 0.8 point unfavorable impact on the Insurance segment's combined ratio. Excluding the total underwriting loss attributed to catastrophes, the Insurance segment's combined ratio for the three months ended March 31, 2025 was 92.8%.
Premiums
The increase in gross premium volume in our Insurance segment for the three months ended March 31, 2025 was driven by new business growth and more favorable rates within our personal lines and programs product lines, as well as our international professional liability and general liability product lines, partially offset by lower premium volume within select lines of our U.S. professional liability product lines. Net retention of gross premium volume was 78% for the three months ended March 31, 2025 compared to 79% for the same period of 2024. The decrease in net retention was driven by higher cessions on our marine and energy product lines in 2025 compared to 2024 and the impact of ceded reinstatement premiums related to the California Wildfires in 2025. The decrease in earned premiums for the three months ended March 31, 2025 was primarily due to lower gross premium volume within our U.S. professional liability product lines in recent periods.
Combined Ratio
The Insurance segment's underwriting results for the three months ended March 31, 2025 included $78.7 million, or four points on the Insurance segment's combined ratio, of underwriting losses attributed to the California Wildfires, including $64.1 million of net losses and loss adjustment expenses.
The Insurance segment's combined ratio for the three months ended March 31, 2025 included $126.5 million of favorable development on prior accident years loss reserves compared to $97.2 million for the same period of 2024. The increase in favorable development was primarily attributable to favorable development in our U.S. professional liability product lines in 2025 compared adverse development in 2024. For the three months ended March 31, 2025, favorable development was most significant on our professional liability and general liability product lines on recent accident years. These accident years have developed consistently with our actuaries' expectations, and therefore, we have decreased the level of caution in our loss reserves. The favorable development on prior years loss reserves in 2024 was most significant on our international professional liability and marine and energy product lines, as well as on our general liability product lines.
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The increase in the Insurance segment's expense ratio for the three months ended March 31, 2025 compared to the same period of 2024 was primarily attributable to higher personnel costs and professional fees and the unfavorable impact of lower earned premiums.
Reinsurance Segment
| Three Months Ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | ||||||||||||||
| Gross premium volume | $ | 581,038 | $ | 553,245 | 5 | % | |||||||||||
| Net written premiums | $ | 520,850 | $ | 477,481 | 9 | % | |||||||||||
| Earned premiums | $ | 271,549 | $ | 253,339 | 7 | % | |||||||||||
| Underwriting profit | $ | 25,033 | $ | 12,010 | 108 | % | |||||||||||
Underwriting Ratios (1) | Point Change | ||||||||||||||||
| Loss ratio | |||||||||||||||||
| Current accident year loss ratio | 67.7 | % | 64.4 | % | 3.3 | ||||||||||||
| Prior accident years loss ratio | (5.3) | % | 1.3 | % | (6.6) | ||||||||||||
| Loss ratio | 62.4 | % | 65.8 | % | (3.4) | ||||||||||||
| Expense ratio | 28.4 | % | 29.5 | % | (1.1) | ||||||||||||
| Combined ratio | 90.8 | % | 95.3 | % | (4.5) | ||||||||||||
Current accident year loss ratio catastrophe impact (2) | 0.7 | % | — | % | 0.7 | ||||||||||||
Current accident year loss ratio, excluding catastrophe impact | 66.9 | % | 64.4 | % | 2.5 | ||||||||||||
Combined ratio, excluding current year catastrophe impact | 90.1 | % | 95.3 | % | (5.2) | ||||||||||||
(1) Amounts may not reconcile due to rounding.
(2) The point impact of catastrophes is calculated as the associated net losses and loss adjustment expenses divided by total earned premiums.
Premiums
The increase in gross premium volume in our Reinsurance segment for the three months ended March 31, 2025 was driven by increases on renewals, new business and favorable timing differences within our workers' compensation product lines, as well as new business within our professional liability product lines, most notably within cyber liability. These increases were partially offset by unfavorable timing differences and decreases on renewals within our marine and energy product lines and unfavorable timing differences within our credit and surety product lines. Significant variability in gross premium volume can be expected in our Reinsurance segment due to individually significant contracts and multi-year contracts.
Net retention of gross premium volume for the three months ended March 31, 2025 was 90% compared to 86% for the same period of 2024. The increase in net retention for the three months ended March 31, 2025 was driven by changes in mix of business, as our professional liability and workers' compensation product lines are highly retained. For the three months ended March 31, 2025, the increase in earned premiums was primarily due to the impact of the changes in gross premium volume in recent periods.
Combined Ratio
The Reinsurance segment's current accident year losses and loss adjustment expenses for the three months ended March 31, 2025 included $2.0 million of net losses and loss adjustment expenses attributed to the California Wildfires. Excluding these losses, the increase in the Reinsurance segment's current accident year loss ratio for the three months ended March 31, 2025 compared to the same period of 2024 was primarily due to higher attritional loss ratios on our professional liability product lines, which we increased in response to recent loss development trends and to increase the level of caution in our loss reserves.
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The Reinsurance segment's combined ratio for the three months ended March 31, 2025 included $14.3 million of favorable development on prior accident years loss reserves, which was primarily attributable to our professional liability and general liability product lines on recent accident years. These accident years have developed consistently with our actuaries' expectations, and therefore, we have decreased the level of caution in our loss reserves. For the three months ended March 31, 2024, the combined ratio included a $3.4 million increase in prior accident years loss reserves, which was primarily attributable to additional exposures recognized on prior accident years related to net favorable premium adjustments on our general liability and professional liability product lines.
The decrease in the Reinsurance segment's expense ratio for the three months ended March 31, 2025 compared to the same period of 2024 was primarily attributable to a lower policy acquisition cost ratio due to changes in mix of business.
Other Insurance Operations
The following table presents the components of operating revenues and operating income attributable to our other insurance operations, which are not included in a reportable segment. We do not allocate amortization of acquired intangible assets to our operating segments, including our other insurance operations.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (dollars in thousands) | Operating revenues | Operating income (loss) | Operating revenues | Operating income (loss) | |||||||||||||||||||
Program services | $ | 36,980 | $ | 27,919 | $ | 33,730 | $ | 27,138 | |||||||||||||||
| Insurance-linked securities | 28,640 | 3,785 | 21,703 | (4,188) | |||||||||||||||||||
Investments | 30,459 | 30,459 | — | — | |||||||||||||||||||
Life and annuity (1) | (59) | (3,029) | (8) | (3,162) | |||||||||||||||||||
Markel CATCo Re (2) | — | 698 | — | 15,681 | |||||||||||||||||||
| Other | 2,419 | (2,067) | 2,666 | (772) | |||||||||||||||||||
| 98,439 | 57,765 | 58,091 | 34,697 | ||||||||||||||||||||
Underwriting (3) | (26) | 9,022 | (173) | (18,192) | |||||||||||||||||||
Other insurance operations | $ | 98,413 | $ | 66,787 | $ | 57,918 | $ | 16,505 | |||||||||||||||
(1) Investment income earned on the investments that support life and annuity policy benefit reserves is included in our Investing segment.
(2) Results attributable to Markel CATCo Re Ltd. (Markel CATCo Re) for both periods were entirely attributable to noncontrolling interest holders in Markel CATCo Re.
(3) Underwriting results attributable to our other insurance operations are comprised of results from discontinued lines of business and the retained portion of our fronting operations.
The following table summarizes gross premium volume fronted through our program services and ILS operations.
| Three Months Ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | ||||||||||||||
Program services | $ | 975,070 | $ | 855,404 | 14 | % | |||||||||||
Insurance-linked securities | 378,146 | 308,829 | 22 | % | |||||||||||||
Total fronting | $ | 1,353,216 | $ | 1,164,233 | 16 | % | |||||||||||
Program Services
The increase in gross premium volume, operating revenues and operating income from our program services operations for the three months ended March 31, 2025 was attributable to expansion of existing programs and new business.
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Insurance-Linked Securities
The increase in operating revenues from our ILS operations for the three months ended March 31, 2025 was primarily attributable to the impact of a higher effective management fee rate for the three months ended March 31, 2025 compared to the same period of 2024. The increase in gross premium volume fronted through our ILS operations for the three months ended March 31, 2025 was primarily due to growth of Nephila's property catastrophe and specialty programs.
Investments
Revenues attributable to investments in 2025 included $31.3 million of income related to our investment in Velocity Holdco, LLC, following the sale of its managing general agent operations in February 2025.
Underwriting
For the three months ended March 31, 2024, the underwriting operating loss in our other insurance operations was primarily attributable to loss adjustment expenses related to asbestos and environmental exposures. Development on asbestos and environmental loss reserves is monitored separately from our ongoing underwriting operations and is not included in the Insurance or Reinsurance segments.
Investing Results
We measure our investment performance by analyzing net investment income, which reflects the recurring interest and dividend earnings on our investment portfolio. We also analyze net investment gains, which include unrealized gains and losses on our equity portfolio. Based on the potential for volatility in the financial markets, we understand that the level of gains or losses may vary from one period to the next, and therefore believe that our investment performance is best analyzed over longer periods of time. As of March 31, 2025, the fair value of our equity portfolio included cumulative unrealized gains of $7.8 billion.
The following table summarizes our consolidated investment performance, which consists predominantly of the results of our Investing segment. Net investment gains or losses in any given period are typically attributable to changes in the fair value of our equity portfolio due to market value movements. The change in net unrealized losses on available-for-sale investments in any given period is typically attributable to changes in the fair value of our fixed maturity portfolio due to changes in interest rates during the period. As of March 31, 2025, 98% of our fixed maturity portfolio was rated "AA" or better.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
Net investment income | $ | 237,095 | $ | 218,269 | |||||||
Yield on fixed maturity securities (1) | 3.5 | % | 3.2 | % | |||||||
Yield on short-term investments (1) | 3.8 | % | 5.0 | % | |||||||
Yield on cash and cash equivalents and restricted cash and cash equivalents (1) | 3.4 | % | 3.5 | % | |||||||
| Net realized investment losses | $ | (1,801) | $ | (4,488) | |||||||
Change in fair value of equity securities | (147,270) | 906,769 | |||||||||
| Net investment gains (losses) | $ | (149,071) | $ | 902,281 | |||||||
Return on equity securities (2) | (0.9) | % | 9.8 | % | |||||||
Other (3) | $ | (4,610) | $ | 20,846 | |||||||
| Change in net unrealized losses on available-for-sale investments | $ | 277,227 | $ | (155,769) | |||||||
(1) Yields reflect the applicable annualized interest income as a percentage of the applicable monthly average invested assets at amortized cost.
(2) Return on equity securities is calculated by dividing dividends and the change in fair value of equity securities by the monthly average equity securities at fair value and considers the timing of net purchases and sales.
(3) Other income or losses within our investing operations primarily relate to equity method investments in our investing segment, which are managed separately from the rest of our investment portfolio.
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The increase in net investment income for the three months ended March 31, 2025 was driven by higher interest income on fixed maturity securities due to a higher yield and higher average holdings of fixed maturity securities in 2025 compared to 2024. We continue to allocate cash to money market funds and fixed maturity securities to take advantage of high interest rates. See note 4(d) of the notes to consolidated financial statements for details regarding the components of net investment income.
Markel Ventures Results
We measure the operating performance of our Markel Ventures segment by its operating income, as well as earnings before interest, income taxes, depreciation and amortization (EBITDA). We consolidate the results of our Markel Ventures subsidiaries on a one-month lag, with the exception of significant transactions or events that occur during the intervening period. The following table summarizes the results from our Markel Ventures segment.
| Three Months Ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | ||||||||||||||
| Operating revenues | $ | 1,129,372 | $ | 1,140,606 | (1) | % | |||||||||||
| Segment operating income | $ | 102,510 | $ | 103,915 | (1) | % | |||||||||||
| EBITDA | $ | 134,745 | $ | 133,645 | 1 | % | |||||||||||
Operating revenues for the three months ended March 31, 2025 were largely consistent with the same period of 2024. Operating revenues decreased at our transportation-related businesses and one of our consumer and building products businesses, primarily due to decreased demand. These decreases were largely offset by the contribution of revenues totaling $28.1 million attributable to Valor and EPI, which were acquired in June 2024 and December 2024, respectively, and higher revenues at our equipment manufacturing businesses driven by increased demand.
Segment operating income and EBITDA for the three months ended March 31, 2025 were largely consistent with segment operating income and EBITDA for the same period of 2024. Segment operating income and EBITDA decreased at our transportation-related businesses and one of our consumer and building products, primarily due to the impact of lower revenues. These decreases were offset by the impact of higher revenues and operating margins at one of our construction services businesses and contributions from Valor and EPI.
Markel Ventures segment EBITDA is a non-GAAP financial measure. We use Markel Ventures segment EBITDA as an operating performance measure in conjunction with our segment performance metric, segment operating income, to monitor and evaluate the performance of our Markel Ventures segment. Because EBITDA excludes interest, income taxes, depreciation and amortization, it provides an indicator of economic performance that is useful to both management and investors in evaluating our Markel Ventures businesses as it is not affected by levels of debt, interest rates, effective tax rates or levels of depreciation or amortization resulting from purchase accounting. The following table reconciles Markel Ventures segment operating income to EBITDA.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Markel Ventures segment operating income | $ | 102,510 | $ | 103,915 | |||||||
| Depreciation expense | 32,235 | 29,730 | |||||||||
Markel Ventures segment EBITDA | $ | 134,745 | $ | 133,645 | |||||||
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Other
The following table presents the components of consolidated net income that are not allocated to our operating segments.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
Amortization of acquired intangible assets | $ | 46,942 | $ | 44,285 | |||||||
| Interest expense | $ | 52,140 | $ | 45,548 | |||||||
Net foreign exchange (gains) losses | $ | 72,633 | $ | (51,500) | |||||||
Income tax expense | $ | 28,404 | $ | 292,556 | |||||||
| Effective tax rate | 18 | % | 22 | % | |||||||
Interest Expense
The increase in interest expense for the three months ended March 31, 2025 compared to the same period of 2024 was primarily attributable to the issuance of our $600 million 6.0% unsecured senior notes in May 2024.
Net Foreign Exchange Gains and Losses
Net foreign exchange gains and losses are primarily due to the remeasurement of our foreign currency denominated insurance loss reserves to the U.S. Dollar. The predominant foreign currencies within our insurance operations are the Euro and the British Pound. The U.S. Dollar weakened against the Euro and the British Pound during the first quarter of 2025, while it strengthened against these currencies during the first quarter of 2024. Our exposure to foreign currency exchange rates is largely hedged through our available-for-sale investment portfolio, where we hold securities that generally match the currencies of our loss reserves. We also purchase foreign currency forward contracts to further manage unmatched foreign currency exposures. Pre-tax net foreign exchange gains and losses attributed to changes in exchange rates on available-for-sale securities supporting our insurance reserves, which are included in the changes in net unrealized losses on available-for-sale investments in other comprehensive income (loss), were gains of $64.4 million for the three months ended March 31, 2025 compared to losses of $42.4 million for the same period of 2024.
Income Taxes
The effective tax rate was 18% and 22% for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate for 2025 differs from the effective tax rate for 2024, and the statutory rate of 21%, primarily due various immaterial discrete items that resulted in a net tax benefit for the quarter, the impact of which was magnified due to the relatively small pre-tax income in 2025.
We use the estimated annual effective tax rate method for calculating our tax provision in interim periods. This method applies our best estimate of the effective tax rate expected for the full year to year-to-date earnings before income taxes. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated (discrete items), are excluded from the estimated annual effective tax rate, and the related tax expense or benefit is reported in the same period as the related item. The estimated annual effective tax rate was 22% and 21% for the three months ended March 31, 2025 and 2024, respectively.
Other Comprehensive Income (Loss) to Shareholders
The following table summarizes the components of other comprehensive income (loss) to shareholders.
| Three Months Ended March 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Change in net unrealized losses on available-for-sale investments, net of taxes | $ | 218,377 | $ | (122,702) | |||||||
| Change in discount rate for life and annuity benefits, net of taxes | 7,378 | 6,418 | |||||||||
| Other, net of taxes | 174 | (455) | |||||||||
| Other comprehensive (income) loss attributable to noncontrolling interest | 27 | (60) | |||||||||
| Other comprehensive income (loss) to shareholders | $ | 225,956 | $ | (116,799) | |||||||
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Financial Condition
Liquidity and Capital Resources
We seek to maintain prudent levels of liquidity and financial leverage for the benefit and protection of our policyholders, creditors and shareholders. Our consolidated debt to capital ratio was 20% at both March 31, 2025 and December 31, 2024, which is within the range of our target capital structure.
In May 2024, we issued $600 million of 6.0% unsecured senior notes due May 2054 with net proceeds of $592.6 million, before expenses. We intend to use these proceeds for general corporate purposes, which may include the redemption, in whole or in part, of our outstanding preferred shares. As of March 31, 2025, we had 600,000 preferred shares issued and outstanding, which we have the option to redeem, in whole or in part, on June 1, 2025, at $1,000 per preferred share, plus accrued and unpaid dividends.
Investments, cash and cash equivalents and restricted cash and cash equivalents (invested assets) were $34.7 billion and $34.2 billion at March 31, 2025 and December 31, 2024, respectively. The following table presents the composition of our invested assets.
| March 31, 2025 | December 31, 2024 | ||||||||||
| Fixed maturity securities | 47 | % | 46 | % | |||||||
| Equity securities | 34 | % | 34 | % | |||||||
| Short-term investments, cash and cash equivalents and restricted cash and cash equivalents | 19 | % | 20 | % | |||||||
| Total | 100 | % | 100 | % | |||||||
Our holding company had $4.0 billion and $4.3 billion of invested assets at March 31, 2025 and December 31, 2024, respectively. The decrease was due in part to cash used to repurchase shares of our common stock. The following table presents the composition of our holding company's invested assets.
| March 31, 2025 | December 31, 2024 | ||||||||||
| Fixed maturity securities | 3 | % | 3 | % | |||||||
| Equity securities | 54 | % | 48 | % | |||||||
| Short-term investments, cash and cash equivalents and restricted cash and cash equivalents | 43 | % | 49 | % | |||||||
| Total | 100 | % | 100 | % | |||||||
We have a share repurchase program, authorized by our Board of Directors, that provides for the repurchase of up to $2 billion of common stock. As of March 31, 2025, $1.7 billion remained available for repurchases under the program. This share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.
We may from time to time seek to prepay, retire or repurchase our outstanding senior notes or preferred shares, through open market purchases, privately negotiated transactions or otherwise. Those prepayments, retirements or repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
We have access to various capital sources, including dividends from our subsidiaries, holding company invested assets, undrawn capacity under our revolving credit facility and access to the debt and equity capital markets. We believe we have, or have access to, adequate liquidity to meet our capital and operating needs, including that which may be required to support the operating needs of our subsidiaries. However, the availability of these sources of capital and the availability and terms of future financings will depend on a variety of factors.
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Cash Flows
Net cash provided by operating activities was $376.2 million for the three months ended March 31, 2025 compared to $630.7 million for the same period of 2024. The decrease in net cash flows from operating activities for the three months ended March 31, 2025 compared to the same period in 2024 was due to lower net premium collections and higher gross claims payments in our insurance operations.
Net cash provided by investing activities was $192.8 million for the three months ended March 31, 2025 compared to net cash used by investing activities of $564.2 million for the same period of 2024. During the three months ended March 31, 2025, net cash provided by investing activities included net sales of short term investments of $447.4 million and net purchases of fixed maturity securities and equity securities of $242.2 million and $56.7 million, respectively. During the three months ended March 31, 2024, net cash used by investing activities included net purchases of fixed maturity securities, equity securities and short-term investments of $333.2 million, $86.2 million and $21.4 million, respectively. 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 $105.8 million for the three months ended March 31, 2025 compared to $102.7 million for the same period of 2024. Cash of $170.3 million and $160.9 million was used to repurchase shares of our common stock during the first three months of 2025 and 2024, respectively. Additionally, financing activities during the three months ended March 31, 2025 and 2024 reflected borrowings and repayments of debt at certain of our Markel Ventures businesses, primarily on revolving lines of credit.
Critical Accounting Estimates
Critical accounting estimates are those estimates that both are important to the portrayal of our financial condition and results of operations and require us to exercise significant judgment. The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of material contingent assets and liabilities. These estimates, by necessity, are based on assumptions about numerous factors.
Our critical accounting estimates consist of estimates and assumptions used in determining the reserves for unpaid losses and loss adjustment expenses as well as estimates and assumptions used in the valuation of goodwill and intangible assets. We review the adequacy of reserves for unpaid losses and loss adjustment expenses quarterly. Estimates and assumptions for goodwill and intangible assets are reviewed in conjunction with acquisitions and impairment assessments. Goodwill and indefinite-lived intangible assets are reassessed for impairment at least annually. All intangible assets, including goodwill, are also reviewed for impairment when events or circumstances indicate that their carrying value may not be recoverable. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements.
Readers are urged to review our 2024 Annual Report on Form 10-K for a more complete description of our critical accounting estimates.
Safe Harbor and Cautionary Statement
This report contains statements concerning or incorporating our expectations, assumptions, plans, objectives, future financial or operating performance and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may use words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to us or our management.
There are risks and uncertainties that may cause actual results to differ materially from predicted results in forward-looking statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additional factors that could cause actual results to differ from those predicted are set forth under Item 1 Business, Item 1A Risk Factors, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 7A Quantitative and Qualitative Disclosures About Market Risk in our 2024 Annual Report on Form 10-K or under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk" in this report, or are included in the items listed below:
•the effect of cyclical trends or changes in market conditions on our Insurance, Investments and Markel Ventures operations, including demand and pricing in the markets in which we operate;
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•actions by competitors, including the use of technology and innovation to simplify the customer experience, increase efficiencies, redesign products, alter models and effect other potentially disruptive changes, and the effect of competition on market trends and pricing;
•our efforts to develop new products, expand in targeted markets or improve business processes and workflows may not be successful, may cost more or take longer than expected and may increase or create new risks (e.g., insufficient demand, change to risk exposures, distribution channel conflicts, execution risk, regulatory risk, increased expenditures);
•the frequency and severity of man-made, health-related and natural catastrophes may exceed expectations, are unpredictable and, in the case of some natural catastrophes, may be exacerbated by changing conditions in the climate, oceans and atmosphere, resulting in increased frequency and/or severity of extreme weather-related events;
•we offer insurance and reinsurance coverage against terrorist acts in connection with some of our programs, and in other instances we are legally required to offer terrorism insurance; in both circumstances, we actively manage our exposure, but if there is a covered terrorist attack, we could sustain material losses;
•emerging claim and coverage issues, changing industry practices and evolving legal, judicial, social and other claims and coverage trends or conditions, can increase the scope of coverage, the frequency and severity of claims and the period over which claims may be reported; these factors, as well as uncertainties in the loss estimation process, can adversely impact the adequacy of our loss reserves and our allowance for reinsurance recoverables;
•reinsurance reserves are subject to greater uncertainty than insurance reserves, primarily because of reliance upon the original underwriting decisions made by ceding companies and the longer lapse of time from the occurrence of loss events to their reporting to the reinsurer for ultimate resolution;
•inaccuracies (whether due to data error, human error or otherwise) in the various modeling techniques and data analytics (e.g., scenarios, predictive and stochastic modeling, and forecasting) we use to analyze and estimate exposures, loss trends and other risks associated with our insurance businesses could cause us to misprice our products or fail to appropriately estimate the risks to which we are exposed;
•changes in the assumptions and estimates used in establishing reserves for our life and annuity reinsurance book (which is in runoff), for example, changes in assumptions and estimates of mortality, longevity, morbidity and interest rates, could result in material changes in our estimated loss reserves for that business;
•adverse developments in insurance coverage litigation or other legal or administrative proceedings could result in material increases in our estimates of loss reserves;
•initial estimates for catastrophe losses and other significant, infrequent events are often based on limited information, are dependent on broad assumptions about the nature and extent of losses, coverage, liability and reinsurance, and those losses may ultimately differ materially from our expectations;
•changes in the availability, costs, quality and providers of reinsurance coverage, which may impact our ability to write, or continue to write, certain lines of business or to mitigate the volatility of losses on our results of operations and financial condition;
•the ability or willingness of reinsurers to pay balances due may be adversely affected by industry and economic conditions, deterioration in reinsurer credit quality and coverage disputes, and collateral we hold, if any, may not be sufficient to cover a reinsurer's obligation to us;
•after the commutation of ceded reinsurance contracts, any subsequent adverse development in the re-assumed loss reserves will result in a charge to earnings;
•regulatory actions affecting our insurance operations 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; the imposition of duties, tariffs and other changes in international trade regulation and other factors;
•economic conditions, actual or potential defaults in corporate bonds, municipal bonds, mortgage-backed securities or sovereign debt obligations, volatility in interest and foreign currency exchange rates, changes in U.S. government debt ratings and changes in market value of concentrated investments can have a significant impact on the fair value of our fixed maturity securities and equity securities, as well as the carrying value of our other assets and liabilities, and this impact may be heightened by market volatility and our ability to mitigate our sensitivity to these changing conditions;
•economic conditions may adversely affect our access to capital and credit markets;
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•the effects of government intervention, including material changes in the monetary policies of central banks, to address financial downturns, inflation and other economic and currency concerns;
•the impacts that political and civil unrest and regional conflicts 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 of liability, transition and physical risks associated with climate change;
•the significant volatility, uncertainty and disruption caused by health epidemics and pandemics, as well as governmental, legislative, judicial or regulatory actions or developments in response thereto;
•changes in U.S. tax laws, regulations or interpretations, or in the tax laws, regulations or interpretations of other jurisdictions in which we operate, and adjustments we may make in our operations or tax strategies in response to those changes;
•a failure or security breach of, or cyberattack on, enterprise information technology systems that we, or third parties who perform certain functions for us, use, or a failure to comply with data protection or privacy regulations or regulations related to the use of artificial intelligence or machine learning technology;
•third-party providers may perform poorly, breach their obligations to us or expose us to enhanced risks;
•our acquisitions may increase our operational and internal control risks for a period of time;
•we may not realize the contemplated benefits, including cost savings and synergies, of our acquisitions;
•any developments requiring the write-off of a significant portion of our goodwill and intangible assets;
•the failure or inadequacy of any methods we employ to manage our loss exposures;
•the loss of services of any senior executive or other key personnel, or an inability to attract and retain qualified leaders to run any of our businesses could adversely impact one or more of our operations;
•the manner in which our businesses operate through independent local management teams could result in inconsistent management, governance and oversight practices;
•our substantial international operations and investments expose us to increased political, civil, operational and economic risks, including foreign currency exchange rate and credit risk;
•our ability to obtain additional capital for our operations on terms favorable to us;
•the compliance, or failure to comply, with covenants and other requirements under our credit facilities, senior debt and other indebtedness and our preferred shares;
•our ability to maintain or raise third-party capital for existing or new investment vehicles and risks related to our management of third-party capital;
•the effectiveness of our procedures for compliance with existing and future guidelines, policies and legal and regulatory standards, rules, laws and regulations;
•the impact of economic and trade sanctions and embargo programs on our businesses, including instances in which the requirements and limitations applicable to the global operations of U.S. companies and their affiliates are more restrictive than, or conflict with, those applicable to non-U.S. companies and their affiliates;
•regulatory changes, or challenges by regulators, regarding the use of certain issuing carrier or fronting arrangements;
•our dependence on a limited number of brokers for a large portion of our insurance revenues;
•adverse changes in our assigned financial strength, debt or preferred share ratings or outlook could adversely impact us, including our ability to attract and retain business, the amount of capital our insurance subsidiaries must hold and the availability and cost of capital;
•changes in the amount of statutory capital our insurance subsidiaries are required to hold, which can vary significantly and is based on many factors, some of which are outside our control;
•losses from litigation and regulatory investigations and actions;
•disruptions resulting from a threatened proxy contest or other actions by activist shareholders;
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•considerations and limitations relating to the use of intrinsic value as a performance metric, including the possibility that shareholders, analysts or other market participants may have a different perception of our intrinsic value, which may result in our stock price varying significantly from our intrinsic value calculations; and
•a number of additional factors may adversely affect our Markel Ventures businesses, and the markets they serve, and negatively impact their revenues and profitability, including, among others: adverse weather conditions, plant disease and other contaminants; changes in government support for education, healthcare and infrastructure projects; changes in capital spending levels; changes in the housing, commercial and industrial construction markets; liability for environmental matters; supply chain and shipping issues, including increases in freight costs; volatility in the market prices for their products; and volatility in commodity, wholesale and raw materials prices and interest and foreign currency exchange rates.
Results from our Insurance, Investments and Markel Ventures operations have been and will continue to be potentially materially affected by these factors.
By making forward-looking statements, we do not intend to become obligated to publicly update or revise any such statements whether as a result of new information, future events or other changes. Readers are cautioned not to place undue reliance on any forward-looking statements, which are based on our current knowledge and speak only as at their dates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in equity prices, interest rates, foreign currency exchange rates and commodity prices. Our consolidated balance sheets include assets and liabilities with estimated fair values that are subject to market risk. Our primary market risks are equity price risk associated with investments in equity securities, interest rate risk associated with investments in fixed maturity securities and foreign currency exchange rate risk associated with our international operations. During the three months ended March 31, 2025, there were no material changes in our market risk exposures from those described in our 2024 Annual Report on Form 10-K.
Credit Risk
Credit risk, which is not considered a market risk, is the risk that an entity becomes unable or unwilling to fulfill its obligations to us. Our primary credit risks are the credit risk within our fixed maturity portfolio and the credit risk related to our reinsurance recoverables within our underwriting, program services and ILS fronting operations. During the three months ended March 31, 2025, there were no material changes in our credit risk exposures from those described in our 2024 Annual Report on Form 10‑K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls), as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act). This evaluation was conducted under the supervision and with the participation of our management, including the Principal Executive Officer (PEO) and the Principal Financial Officer (PFO).
Based upon this evaluation, the PEO and PFO concluded that effective Disclosure Controls were in place to ensure that the information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the first quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1A. Risk Factors
Throughout early 2025, the U.S. has announced new, as well as changes in, tariffs on a broad range of foreign imports. These tariffs, and any additional duties, tariffs and other trade barriers, imposed or modified by the U.S., and retaliatory or responsive countermeasures by other countries, may adversely affect the price and availability of goods for our businesses and the demand for our products. Additionally, any such measures or countermeasures may increase inflationary pressure on our insured losses and loss adjustment expenses. These impacts may be material, and our efforts to mitigate these impacts may not be successful and, even when they are successful, there may be a time lag before the impacts of these efforts are reflected in our results. See Item 1A Risk Factors in our 2024 Annual Report on Form 10-K for more discussion of these risks, including under:
•"Our results may be affected because actual insured or reinsured losses differ from our loss reserves."
•"Our investment results may be impacted by changes in interest rates, U.S. and international monetary and fiscal policies as well as broader economic conditions."
•"General economic, market or industry conditions could lead to investment losses, adverse effects on our businesses and limit our access to the capital markets."
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes our common share repurchases for the quarter ended March 31, 2025.
| Issuer Purchases of Equity Securities | |||||||||||||||||||||||
| (a) | (b) | (c) | (d) | ||||||||||||||||||||
| 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) | ||||||||||||||||||||
| January 1, 2025 through January 31, 2025 | 19,150 | $ | 1,749.35 | 19,150 | $ | 1,869,551 | |||||||||||||||||
| February 1, 2025 through February 28, 2025 | 52,999 | $ | 1,888.51 | 52,999 | $ | 1,769,462 | |||||||||||||||||
| March 1, 2025 through March 31, 2025 | 16,310 | $ | 1,858.18 | 16,310 | $ | 1,739,155 | |||||||||||||||||
| Total | 88,459 | $ | 1,852.79 | 88,459 | $ | 1,739,155 | |||||||||||||||||
(1) The Board of Directors approved the repurchase of up to $2 billion of our common shares pursuant to a share repurchase program publicly announced in November 2024. Under our share repurchase program, we may repurchase outstanding common shares of our stock from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 and Rule 10b-18 under the Exchange Act. The share repurchase program has no expiration date but may be terminated by the Board at any time.
Item 5. Other Information
During the Company's quarterly period ended March 31, 2025, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Regulation S-K Item 408.
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Item 6. Exhibits
| Exhibit No. | Document Description | ||||
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| 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. | |||||
| 101 | The following consolidated financial statements from Markel Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on April 30, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.* | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Filed with this report
** Indicates management contract or compensatory plan or arrangement
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 30th day of April 2025.
| Markel Group Inc. | ||||||||
| By: | /s/ Thomas S. Gayner | |||||||
| Thomas S. Gayner | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| By: | /s/ Brian J. Costanzo | |||||||
Brian J. Costanzo | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
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