UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 [fee required] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [no fee required] For the transition period from ___ to ___
Commission File Number 0-15458
MARKEL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0292420
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4551 Cox Road, Glen Allen, Virginia 23060-3382
(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: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, no par
value
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 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in definitive
proxy of information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the shares of the registrant's Common Stock held
by non-affiliates as of January 31, 1996 was approximately $302,696,408. See
Item 5 for an explanation of the calculation of this figure.
Number of shares of the registrant's Common Stock outstanding at January 31,
1996: 5,423,143.
Documents Incorporated By Reference
The portions of the registrant's Annual Report to Shareholders for the Year
Ended December 31, 1995, referred to in Parts I and II.
The portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on May 7, 1996, referred to in Part III.
PART I
ITEM 1. BUSINESS
GENERAL DESCRIPTION OF BUSINESS AND ORGANIZATIONAL STRUCTURE
Markel Corporation ("the Company") evolved from a small mutual
insurance company founded in the 1920's. The Company was incorporated in
Virginia in 1930, reorganized as a holding company in 1980 and had its initial
public offering in December 1986.
The Company is primarily an underwriter of specialty insurance products
and programs. The Company focuses on specialty products and programs which serve
particular market niches. This focus allows the Company to develop expertise
which brings added value to its customers. In this way, the Company enhances its
market recognition and is able to compete in its chosen markets on a basis other
than price.
The Company is organized into four primary business units --
professional and products liability, excess and surplus lines, specialty
programs and specialty personal and commercial lines. These products are offered
through the Company's four insurance subsidiaries. Evanston Insurance Company
("EIC") offers professional and products liability coverages. Essex Insurance
Company ("Essex") offers excess and surplus lines property and casualty
coverages. Markel Insurance Company ("MIC") offers specialty program and
specialty personal lines coverages. Markel American Insurance Company ("MAIC")
offers specialty personal and commercial lines coverages.
On May 30, 1995 the Company acquired all of the issued and outstanding
stock of Lincoln Insurance Company ("LIC") and certain other assets for total
consideration of approximately $24.3 million. Some of LIC's business has been
renewed in Essex and LIC is being reorganized. LIC is not currently writing new
or renewal business.
The Company's underwriting management and brokerage operations include
Shand Morahan and Co., Inc. ("SMCO"), Underwriting Management, Inc., ("UMI"),
American Underwriting Managers Agency, Inc. ("AUM") and Markel Service, Inc.
("MSI"). SMCO, UMI, AUM, and MSI develop and market insurance products
primarily for the four business units described above. MSI maintains retail and
wholesale brokerage operations which produce business for the Company and
provide assistance and expertise in marketing and new product development.
Essex and EIC offer coverages in the excess and surplus lines market.
The surplus lines market is for hard to place risks and risks that admitted
insurers specifically refuse to write. Premium levels are typically higher for
excess and surplus lines coverages than for standard coverages because of the
lack of availability of coverage through admitted companies. State insurance
authorities allow excess and surplus lines companies greater rate and policy
form
flexibility than admitted companies. As a result, the Company is generally
free to set policy premiums and coverage terms by applying its own judgement
after consideration of the risks involved. Surplus lines companies are
required to be admitted in at least one state, usually their state of
domicile. Essex is admitted in Delaware and is eligible to write excess and
surplus lines insurance in 49 states and the District of Columbia. EIC is
admitted in Illinois and is eligible to write excess and surplus lines
insurance in 48 states and the District of Columbia.
MAIC and MIC operate as admitted carriers and consequently the Company
has been able to expand its insurance underwriting operations by insuring
certain risks which Essex and EIC, as non-admitted companies, are unable to
insure. An admitted or licensed insurer is required to follow a state insurance
department's rule, rate and form filing requirements, to pay premium taxes, and
to join various state associations, such as guaranty funds. MAIC is licensed to
write property and casualty risks in 38 states (including the domicile state of
Virginia) and the District of Columbia and is in the process of applying for
licenses in other states. MAIC is eligible to write excess and surplus lines
insurance in Illinois. MIC is licensed to write insurance in 50 states
(including the domicile state of Illinois) and the District of Columbia.
In a "hard" market characterized by constrained capacity, rising rates
and stricter underwriting criteria and policy terms, excess and surplus lines
insurers may benefit from their ability to increase their rates more quickly
than admitted insurers. In a "soft" market, excess and surplus lines companies
may be unable to underwrite certain products due to increased competition from
admitted insurers, which may result in lower rates and less stringent
underwriting criteria. The Company believes its focus on specialty products and
programs mitigates, to some extent, the impact of effects of the cycle of "soft"
and "hard" insurance markets.
Insurance coverages for which losses can be determined and settled in
relatively short periods of time are referred to as "short-tail" lines of
business, while insurance coverages which require extended periods of time
between the occurrence of a loss and the final disposition of a claim are
referred to as "long-tail" lines of business. Exposure to external variables,
such as inflationary trends or adverse trends in the average cost of
settlements, may be greater for "long- tail" lines than for "short-tail" lines
because loss reserves are held open for a longer period of time. The Company's
property and casualty, specialty program insurance and specialty personal and
commercial lines tend to be "short-tail", while its professional and products
liability lines tend to be "long-tail". The Company considers the higher
variability associated with the professional and products liability business
relative to its other lines of business in its estimation of reserves for losses
and loss adjustment expenses.
SPECIALTY INSURANCE PRODUCTS
The Company's specialty insurance products offer coverages designed to
meet the needs of policyholders in various market niches. The Company's products
and programs are unique because they are generally designed to meet the needs of
insureds in niche or emerging markets or they are designed for insureds with
specialized exposures or risks that are not adequately served by the standard
markets.
In order to avoid the risks of this business as perceived by the
standard markets, the Company must have extensive knowledge and expertise in the
specialty areas being marketed and underwritten, which range from medical
malpractice and specified medical professions liability insurance to property
and liability insurance for campgrounds, exercise clubs or vacant properties.
Each risk is considered on an individual basis, and limit restrictions, large
deductibles, exclusions and/or surcharges are employed in order to respond to
distinctive risk characteristics. The Company may also arrange the
insurance for specialized businesses, such as campgrounds or exercise
clubs, on a "program" basis, which addresses all or most of the property
and liability coverage requirements of the insureds.
In most of its lines of business, the Company acts as an underwriter,
retaining both the risk and related insurance premiums. Specialization allows
the Company to bring value to the customer in the form of the particular
knowledge and experience of its professional personnel. This specialization also
provides a basis for competition other than price and is the manner in which the
Company seeks to attain market leadership and achieve superior profitability.
The Company evaluates market leadership separately for each of its insurance
products and measures market leadership based on external considerations. A
product line exhibiting characteristics of market leadership might include
underwriting profitability consistently better than the industry average, the
fulfillment of a specific need for an identifiable and accessible group of
customers, or the delivery of excellent customer service. Management emphasizes
quality service in all phases of its operations and believes that this approach
has enabled it to maintain strong relationships with its producers.
The Company underwrites professional liability, errors and omissions,
directors and officers and products liability insurance, primarily through EIC.
Target markets for the Company's professional liability products include
architects and engineers, insurance companies, insurance agents and brokers,
lawyers, physicians, surgeons, dentists and other medical professionals. The
Company also underwrites products liability insurance for manufacturers and
distributors on a selected basis and other specialty property and casualty
coverages, including mutual fund management and other specified professions
errors and omissions. In 1995 professional and products liability gross premiums
written totalled $127.2 million.
In 1995 the Company underwrote approximately $104.8 million in excess
and surplus property/casualty gross premiums through Essex. Property coverages
consist principally of fire and allied lines and to a lesser degree, burglary
and theft on small commercial buildings such as restaurants, bowling alleys and
vacant buildings. Essex also underwrites specialized property coverages,
including earthquake, primarily to multi-location, multi-state commercial
accounts. Liability coverages encompass premises and business activities for
which standard insurance is not available, such as bars and taverns (excluding
liquor liability coverages), restaurants, vacant properties and special events.
Inland marine coverages are provided primarily for collision and motor truck
cargo.
Through MIC, the Company underwrites specialty program insurance which
seeks to meet all of the needs of clients in unique or specialized businesses or
with difficult risks. Coverages offered relate primarily to agribusiness, youth
and recreation, and health and fitness organizations. MIC also provides accident
and health insurance to colleges.
The agribusiness program provides complete property and casualty
coverages, including animal mortality, for any size private farm and for
commercial equine operations such as stables and race tracks. The Company
markets coverages to horse and farm owners directly and through retail and
wholesale insurance agents across the country.
The youth and recreation program includes camp coverages designed to
meet the requirements of the particular facility and may include general
liability, property, workers' compensation, umbrella, auto and inland marine
insurance. The Company's staff has knowledge of and experience with unique camp
exposures such as horseback riding, water sports and other camping activities.
The product line also includes package programs for white water rafting
operations. Gross premiums written on these coverages have historically been
seasonal, peaking during the summer months.
The Company markets insurance products to health clubs, martial arts
schools, gymnastic schools, dance and fitness studios and similar operations.
Coverages include property, liability and auto.
In 1995 gross premium volume from specialty program insurance totalled
$102.3 million.
MAIC underwrites specialty personal and commercial lines insurance.
Products offered include property and liability coverages for watercraft,
motorcycles, automobiles, mobile homes, dwellings, and commercial freight
operations. In 1995 gross premium volume from specialty personal and commercial
lines was $44.5 million.
The Company's brokerage and underwriting management operations, MSI,
SMCO, AUM and UMI, develop insurance products, evaluate insurance applications,
establish applicable premiums and terms of coverage, collect premiums, place
reinsurance and process claims for the Company's insurance company subsidiaries.
These operations also broker a small amount of business for unaffiliated
companies.
Depending on the insurance product offered and the market involved, the
Company may market its products through its own sales representatives, other
wholesale and retail brokers, or direct to its customers. These producers
provide specialized knowledge of particular products, markets and customers and
enable the Company to capitalize on underwriting opportunities. The Company
seeks to be a substantial underwriter for its producers in order to enhance the
likelihood of receiving the most desirable underwriting opportunities. The
Company pays brokers and agents commissions based on the amount of premiums and
types of business underwritten. The Company accepts business from insurance
brokers and general agents nationwide.
In 1995 the Company's total gross premium volume was approximately
$402.1 million. The Company's largest program accounted for less than 12% of
this total. The risk of geographic concentration is generally higher for
property exposures than for liability exposures. In 1995, 40% of the Company's
earned premiums (32% of gross premiums) were from professional and products
liability business. The Company believes its exposure to the risk of geographic
concentration is not material because the diversity of its coverages and product
lines effectively disperse this risk. In addition, where geographic
concentration occurs (for example, earthquake coverage), management seeks to
reduce exposure to any one event by use of effective reinsurance programs
and through use of exposure analyses generated with catastrophe modeling
software.
For additional information about premium volume and underwriting
results, refer to Management's Discussion and Analysis of Financial Condition
and Result of Operations on pages 41 through 52 of the Company's 1995 Annual
Report to Shareholders filed as an exhibit to this report on Form 10-K. This
information is incorporated by reference into this report on Form 10- K.
CLAIMS AND RESERVES
The table on page 46 of the 1995 Annual Report to Shareholders shows
the development of balance sheet reserves for the Company for a ten year period.
Note 8 to the Consolidated Financial Statements of Markel Corporation (the
"Consolidated Financial Statements") on page 32 of the Company's 1995 Annual
Report to Shareholders sets forth a reconciliation of the beginning and ending
reserves for losses and loss adjustment expenses for the Company for 1995, 1994
and 1993. This information is incorporated by reference into this report on Form
10-K.
REINSURANCE CEDED
The Company enters into reinsurance agreements in order to reduce its
liability on individual risks and enable it to underwrite policies with higher
limits. In a reinsurance transaction, an insurance company transfers, or
"cedes", all or part of its exposure in return for a portion of the premium. The
ceding of insurance does not legally discharge the ceding company from its
primary liability for the full amount of the policies, and the ceding company is
required to pay losses if the reinsurer fails to meet its obligations under the
reinsurance agreement.
The Company's treaties are generally subject to cancellation by the
reinsurers or the Company on the anniversary date upon 90 days prior written
notice and are subject to renegotiation annually. The reinsurer remains
responsible for all business produced prior to termination. The treaties also
typically contain provisions concerning ceding commissions, required reports to
the reinsurers, responsibility for taxes, arbitration in the event of a dispute,
and provisions allowing the Company to demand that a reinsurer post letters of
credit or assets as security if a reinsurer is or becomes an
"unauthorized" or "unapproved" reinsurer under applicable state laws and
regulations.
Because the Company retains a substantial portion of gross premiums
produced by its subsidiaries, the continued availability of reinsurance is not
considered material to the Company's consolidated operations. The Company's use
of several reinsurers further limits its reliance on any individual reinsurer.
At December 31, 1995, only one reinsurer, TIG Reinsurance Company, had
paid and unpaid claim recoverables which exceeded 10% of the Company's
consolidated shareholders' equity at that date. The recoverable from TIG at
December 31, 1995 was $24.7 million. TIG has received claims paying ability
ratings from A.M. Best Co., Inc. (see "Ratings" below) and S&P of "A" and "AA-"
respectively.
At December 31, 1995, the Company's total paid and unpaid reinsurance
recoverable balance was $179.5 million. For additional information about
reinsurance see Note 12 to the Consolidated Financial Statements included on
page 36 of the Company's 1995 Annual Report to Shareholders. This information is
incorporated by reference into this report on Form 10-K.
Standard & Poor's ("S&P") claims paying ability ratings are assigned at
the request of insurers, and are based on extensive quantitative and qualitative
analysis. Ratings from AAA to BBB- are within S&P's secure range. Within the
secure range, AAA category ratings indicate superior financial security, AA
category ratings indicate excellent financial security and A category ratings
indicate good financial security. Plus (+) or minus (-) signs show relative
standing within a category.
In recent years, the Company has pursued the settlement of older claims
in as aggressive a manner as reasonably possible. These actions may from time to
time prompt some reinsurers to dispute claim payment requests or provisions in
the reinsurance contract. The Company believes that these types of disputes are
without merit, and expects to continue its claims closing efforts in order to
reduce both reserve and reinsurance risks. Further, the Company plans to
continue to commute paid and unpaid reinsurance recoverables when possible in
order to reduce collection risks.
RATINGS
A.M. Best Company ("Best") publishes Best's Insurance Reports,
Property-Casualty, and assigns ratings to property and casualty insurance
companies based on quantitative criteria, such as profitability, leverage and
liquidity as well as qualitative assessments, such as the spread of risk, the
adequacy and soundness of reinsurance, the quality and estimated market value of
assets, the adequacy of loss reserves and surplus and the competence, experience
and integrity of management. Best's letter ratings range from A++ (Superior) to
F (In Liquidation).
Best has currently assigned an A (Excellent) rating to Essex. EIC has
been assigned an A (Excellent) rating and MAIC, based on its participation in an
intercompany pooling arrangement with EIC, is also rated A (Excellent). MIC is
rated A- (Excellent).
Duff & Phelps' Credit Rating Co. ("Duff & Phelps") and S&P's Insurance
Rating Services each provide purchasers of insurance policies and contracts with
analytical and statistical information on the solvency and liquidity of major
U.S. licensed insurance companies. They also rate companies based on their
ability to meet policyholder obligations. The claims paying ability (CPA)
ratings are based on the same scale as the Duff & Phelps and S&P bond and
preferred stock ratings. However, reflecting the difference between an insurance
company's ability to meet its claim obligations and an obligation to service
debt, the insurance company CPA rating scale utilizes different definitions of
safety. The Duff & Phelps CPA rating categories range from AAA (risk factors are
negligible) to DD (under order of liquidation). The S&P CPA ratings range from
AAA (superior financial security) to R (Regulatory action). Both the S&P and
Duff & Phelps CPA ratings concern only the likelihood of timely payment of
policyholder obligations and are not intended to refer to the ability of either
the rated company, or its parent, affiliate or subsidiary to pay nonpolicy
obligations such as debt or commercial paper.
Duff & Phelps has currently assigned a rating of A+ (High Claims Paying
Ability) to EIC, Essex, MIC and MAIC.
S&P has currently assigned a rating of A (Good Financial Security) to
EIC, Essex, MIC and MAIC.
Ratings from Best, Duff & Phelps and S&P are based upon factors of
concern to policyholders, agents and brokers and are not directed toward the
protection of investors. These ratings are subject to change or withdrawal at
the discretion of the rating agencies.
INVESTMENTS
The Company and its subsidiaries invest their funds in equity and debt
securities with the objectives of preserving capital, maintaining liquidity and
generating income. Approximately 29% of the Company's cash and investments at
December 31, 1995 were managed by Hamblin Watsa Investment Counsel Ltd., a
Canadian investment management firm which is controlled by V. Prem Watsa, a
director of the Company. Approximately 4% is managed by other independent
portfolio managers. The balance of the portfolio is managed by officers of the
Company, with the approval of the boards of directors of the insurance
companies. The investments of the Company's insurance company subsidiaries are
regulated by the insurance laws of their respective states of domicile. These
laws limit the nature of permitted investments and the amount which may be
invested in a particular category of investment or in a single issue or issuer.
The Company has established an Investment Committee composed of key
members of management to monitor investment performance, make basic asset
allocation decisions, evaluate and direct the activities of outside investment
advisors and review compliance with regulatory requirements. The Company's
Board of Directors provides oversight of the Investment Committee, however,
the Board of Directors of each of the Company's insurance company
subsidiaries reviews and approves all investment transactions on a quarterly
basis.
The Company's investment philosophy generally provides that
policyholder funds are invested predominately in high quality corporate,
government and municipal bonds. Shareholder funds and retained earnings are
primarily invested in growth securities such as common stocks. The Company's
fixed maturity portfolio has an average rating of AA, with over 90% rated A or
better by at least one nationally recognized rating organization. The following
table shows the make-up of the Company's fixed maturity portfolio, at estimated
fair value, by rating category at December 31, 1995 (in thousands).
Est. Fair Value
Rating December 31, 1995
------ -----------------
AAA/AA $ 392,808
A 242,907
BBB 61,223
BB/B 4,387
C/D/UNRATED 4,730
---------
Total $ 706,055
=========
S&P and Moody's Investors Service provide corporate and municipal debt
ratings based on assessments of the credit worthiness of an obligor with respect
to a specific obligation. These debt ratings range from "AAA" (capacity to pay
interest and repay principal is extremely strong) to D (debt is in payment
default). Securities with ratings of "BBB" or higher are referred to as
"investment grade" securities. Debt rated "BB" and below is regarded by the
rating agencies as having predominately speculative characteristics with respect
to capacity to pay interest and repay principal. It is the Company's general
policy to minimize its investments in fixed maturity securities that are unrated
or rated below investment grade.
For further information regarding the Company's investment portfolio,
see Note 2 to the Consolidated Financial Statements included on pages 26 and 27
of the Company's 1995 Annual Report to Shareholders. This information is
incorporated by reference into this report on Form 10-K.
COMPETITION
The Company's underwriting operations compete with numerous other
insurance companies, many of which are much larger and have significantly
greater resources than the Company. Among other things, competition may take
the form of lower prices, broader coverages, greater product flexibility,
higher quality services or the insurer's rating by independent rating
agencies. The Company competes by developing specialty products to
satisfy well-defined market needs and by maintaining relationships with
brokers and insureds who rely upon the Company's expertise in the market
segments it serves. In the excess and surplus lines markets, the Company
competes principally on the basis of its expertise in offering and
underwriting products that are not readily available. Few barriers exist to
prevent property and casualty insurers from entering into the Company's segments
of the property and casualty industry, but many of the larger property and
casualty insurance companies generally have been unwilling to write
specialty coverages. The Company also competes with risk retention groups,
insurance buying groups and alternative self-insurance mechanisms. In the highly
competitive admitted markets, the Company competes with innovative products,
appropriate pricing, expense control and quality service to policyholders and
agents.
REGULATION
The Company's insurance company subsidiaries are subject to regulation
and supervision by the insurance regulatory authorities of the various
jurisdictions in which they conduct business. Such regulation is intended
primarily for the benefit of policyholders rather than shareholders. The
insurance regulatory authorities have broad regulatory, supervisory and
administrative powers. These powers relate primarily to the standards of
solvency which must be met and maintained; the licensing of insurers and their
agents; the approval of forms and policies used; the nature of, and limitations
on, insurers' investments; the issuance of securities by insurers; periodic
examinations of the affairs of insurers; the form and content of annual
statements and other reports required to be filed on the financial condition of
such insurers or for other purposes; and the establishment of reserves required
to be maintained for unearned premiums, losses or other purposes.
The Company is also subject to state laws regulating insurance holding
companies. Under these laws, the respective insurance departments may, at any
time, examine the Company, require disclosure of material transactions by the
holding company, require prior approval of certain "extraordinary" transactions,
such as extraordinary dividends from the insurance subsidiary to the holding
company, or require approval of changes in control of an insurer or an insurance
holding company such as the Company.
The Company's subsidiaries which act as admitted insurers are also
subject to additional regulation to which the non-admitted insurers are not
subject outside their states of domicile. Such regulation of admitted insurers
includes restrictions on changes to premium rates charged to insureds and, in
certain jurisdictions, may prohibit withdrawing from a line of business and/or
rate increases for certain lines of business at a time when loss experience or
other factors would otherwise mandate such changes. In addition, most
jurisdictions in the United States require all admitted insurance companies to
participate in their respective guaranty funds. Insurers admitted to transact
business in such jurisdictions are required to cover losses of insolvent
insurers and are generally subject to annual assessments from 1% to 2% of direct
premiums written in that jurisdiction to pay the claims of insolvent insurers.
Certain jurisdictions also require admitted companies to participate in assigned
risk plans for automobile insurance and other specialized liability coverage
(for example, natural disasters) for insureds who, for various reasons, cannot
otherwise obtain insurance in the open market. The portion of a particular type
of coverage that is assigned to a particular insurer is based on the relative
amount of that type of coverage that is written by the insurer on a voluntary
basis. Each participating insurer assumes the premiums and losses only for the
insureds assigned to it. Losses for insurance written under assigned risk plans
generally are significantly greater than losses for insurance written in the
voluntary market. Thus, participation in mandatory funds and assigned risk plans
is likely to be unprofitable.
In addition, the Company may be subject to additional regulation by
certain jurisdictions in the future, including possible limitations on the
ability of the Company's brokerage operations to place business with insurance
companies affiliated with the Company.
The activities of the Company related to insurance brokerage and agency
services are subject to licensing and regulation by the jurisdictions in which
it conducts such activities. In addition to regulatory requirements applicable
to the Company and its subsidiaries, most jurisdictions require that certain
individuals engaging in brokerage and agency activities be personally licensed.
As a result, a number of the Company's employees are so licensed. The Company's
operations depend on the validity and continuation of its good standing under
the licenses and approvals pursuant to which it operates.
The laws of the domicile states of the Company's insurance company
subsidiaries restrict the amount of dividends which may be paid by such
subsidiaries to the Company without prior regulatory approval. Generally,
statutes in Delaware, Illinois and Virginia (the domicile states of the
Company's insurance company subsidiaries) require prior approval for payment of
"extraordinary" as opposed to "ordinary" dividends. Delaware and Illinois define
"ordinary dividends" for any twelve month period as the greater of 10% of the
prior year's surplus or the prior year's net income. Delaware excludes realized
gains in the calculation of prior year's net income. Virginia defines "ordinary
dividends" for any twelve month period as the lesser of 10% of prior year's
surplus or prior year's net income reduced for realized gains. In Virginia, a
company may add to net income for purposes of calculating the dividend
restriction, the net income less realized gains for the second and third
preceding years less dividends paid in those preceding years.
In addition to ordinary dividends described above, a company domiciled
in Delaware, Illinois and Virginia may make an extraordinary dividend if the
respective State Insurance Department approves the dividend within 30 days of
the request.
Difficulties with insurance availability and affordability have
increased legislative activity at both the federal and state levels. Some state
legislatures and regulatory agencies have enacted measures to limit mid-term
cancellations, require advance notice of renewal intentions and limit rates
which may be charged. Congress is investigating possible avenues for federal
regulation of the insurance industry. Any of these activities could adversely
affect the Company's operations.
In addition, the National Association of Insurance Commissioners (NAIC)
and insurance regulators are re-examining existing laws and regulations and
their application to insurance companies. In particular, this re-examination has
focused on insurance company investment and solvency issues and, in some
instances, has resulted in new interpretations of existing law, the development
of new laws and the implementation of non-statutory guidelines. In connection
with its accreditation of states and as part of its program to monitor the
solvency of insurance companies, the NAIC requires states to adopt model NAIC
laws and regulations on specific topics, such as holding company regulations and
the definition of extraordinary dividends and risk-based capital requirements.
For additional information about risk-based capital requirements, refer to
Management's Discussion and Analysis of Financial Condition and Results of
Operations on page 51 of the Company's 1995 Annual Report to Shareholders. This
information is incorporated by reference into this report on Form 10-K.
EMPLOYEES
At December 31, 1995, the Company and its consolidated subsidiaries
employed 767 persons, of whom four were executive officers. The Company believes
that, as a service organization, its continued growth is dependent to a large
measure upon its personnel.
ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their ages as of January 31,
1996, are as follows:
Name Age Position With the Company
---- --- -------------------------
Alan I. Kirshner 60 Chairman and Chief
Executive Officer
Anthony F. Markel (1) 53 President and Chief
Operating Officer
Steven A. Markel (1) 47 Vice Chairman
Darrell D. Martin 47 Executive Vice President
and Chief Financial
Officer
- ----------------------------------
(1) Anthony and Steven Markel are first cousins.
Alan I. Kirshner has been Chairman of the Board and Chief Executive
Officer since 1986. He also served as President from 1979 until March of 1992
and has been a director of the Company since 1978.
Anthony F. Markel has been President and Chief Operating Officer since
March 1992. He served as Executive Vice President from 1979 until March of 1992
and has been a director of the Company since 1978.
Steven A. Markel has been Vice Chairman since March of 1992. He served
as Treasurer from 1986 to August 1993, and Executive Vice President from 1986 to
March of 1992. He has been a director of the Company since 1978.
Darrell D. Martin, a certified public accountant, has been Executive
Vice President and Chief Financial Officer of the Company since March 1992. He
served as Chief Financial Officer from 1988 to March of 1992 and has been a
director of the Company since January 1991.
ITEM 2. PROPERTIES
The Company has entered into long term operating leases with respect to
three office buildings in a suburban office park in Richmond, Virginia. The
Company leases approximately 216,000 square feet in these buildings of which
approximately 156,000 square feet is used by the Company and its subsidiaries.
See Note 5 to the Consolidated Financial Statements on page 29 of the 1995
Annual Report to Shareholders for additional information regarding these leases.
This information is incorporated by reference into this report on Form 10-K.
Shand/Evanston currently occupies approximately 65,000 square feet of a
160,000 square foot office building in Evanston, Illinois. This building is
owned by Shand/Evanston.
AUM also leases and occupies approximately 19,000 square feet in an
office building in Pewaukee, Wisconsin.
ITEM 3. LEGAL PROCEEDINGS
The Company's subsidiaries routinely are party to litigation incidental
to their business. In the opinion of the Company's management, no individual
item of litigation or group of similar items of litigation, taken net of claims
reserves established therefore and giving effect to reinsurance, errors and
omissions insurance and indemnity agreements, is likely to result in judgments
for amounts material to the consolidated financial condition of the Company and
its subsidiaries.
For additional information required by this item, see the information
in Exhibit 13.1 -- Annual Report to Shareholders, under the caption "Notes to
Consolidated Financial Statements-Note 13, "Contingencies" on page 37 thereof,
which information is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The aggregate market value of the shares of the registrant's Common
Stock held by non-affiliates as of January 31, 1996, shown on the cover page of
this report, was calculated by multiplying (i) the closing price of the
registrant's Common Stock as reported on the National Association of Securities
Dealers Automated Quotation National Market System on January 31, 1996 ($75.88),
by (ii) the number of shares of the registrant's Common Stock not held by the
directors or officers of the registrant or any person known to the registrant to
own more than five percent of the outstanding Common Stock of registrant. Such
calculation does not constitute an admission or determination that any such
officer, director or holder of more than five percent of the outstanding shares
of Common Stock of the registrant is, in fact, an affiliate of the registrant.
For additional information required by this item, see the information
in Exhibit 13.1 -- Annual Report to Shareholders, under the captions "Quarterly
Information" and "Market and Dividend Information" on pages 40 and 54,
respectively, which information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
For the information required by this item, see the information in
Exhibit 13.1 -- Annual Report to Shareholders, under the caption "Selected
Financial Data" and Notes 1 and 16 to the Consolidated Financial Statements on
pages 18, 19, 24, 25 and 38, respectively, which information is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
For the information required by this item, see the information in
Exhibit 13.1 -- Annual Report to Shareholders, under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 41 through 52 thereof, which information is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the registrant and its subsidiaries
required to be included in this item are set forth in item 14 of this report and
are either incorporated herein by reference to the specified information in
Exhibit 13.1 -- Annual Report to Shareholders or set forth herein, in each case
as indicated in item 14 of this report.
For the supplementary financial information on quarterly results of
operations required by item 302 of Regulation S-K, see the information under the
caption "Quarterly Information" set forth in Exhibit 13.1 -- Annual Report to
Shareholders on page 40 thereof, which information is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information required by this item, other than information required
by Item 401(b) of Regulation S-K, see the information under "Election of
Directors" in the registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held May 7, 1996, which information is incorporated
herein by reference.
Information required by Item 401(b) of Regulation S-K is set forth in
Item 1A of this report.
ITEM 11. EXECUTIVE COMPENSATION
For information required by this item, see the information under the
caption "Executive Compensation" in the registrant's Proxy Statement for the
Annual Meeting of Shareholders scheduled to be held May 7, 1996, which
information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
For information required by this item, see the information under the
caption "Principal Shareholders" in the registrant's Proxy Statement for the
Annual Meeting of Shareholders scheduled to be held May 7, 1996, which
information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information required by this item, see the information under the
caption "Executive Compensation -- Certain Transactions" and "Executive
Compensation - Compensation Committee Interlocks and Insider Participation" in
the registrant's Proxy Statement for the Annual Meeting of Shareholders
scheduled to be held May 7, 1996, which information is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS PART OF THE REPORT
1. FINANCIAL STATEMENTS
The following financial statements of Markel Corporation and
Subsidiaries are incorporated herein by reference to pages 20 through 39 of
Exhibit 13.1 -- 1995 Annual Report to Shareholders:
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statements of Income - Years Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Changes in Shareholders' Equity - Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years Ended December 31, 1995, 1994 and
1993
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. FINANCIAL STATEMENT SCHEDULES
Included herein are the financial statement schedules listed under
"Index to Financial Statement Schedules" on page 19 of this Report.
3. EXHIBITS
Included herein or incorporated herein by reference are the exhibits
listed under "Index to Exhibits" on pages 30 through 32 of this report.
Management Contracts and Compensatory Plans or Arrangements required to be filed
are listed in Items 10.1 - 10.7 in the "Index to Exhibits" on pages 30 through
31 of this report.
(B) REPORTS ON FORM 8-K
No reports on form 8-K were filed during the fourth quarter of
1995.
(C) See Index to Exhibits and Item 14(a)(3) of this Report.
(D) See "Index to Financial Statements and Schedules" and Item
14(a)(1) of this Report.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MARKEL CORPORATION
By: /s/ STEVEN A. MARKEL
-----------------------
Steven A. Markel
Vice Chairman
March 22, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ ALAN I. KIRSHNER Chief Executive Officer and March 22, 1996
- --------------------- Chairman of the Board of Directors
Alan I. Kirshner
/s/ ANTHONY F. MARKEL President, Chief Operating Officer March 22, 1996
- --------------------- and Director
Anthony F. Markel
/s/ STEVEN A. MARKEL Vice Chairman and Director March 22, 1996
- ---------------------
Steven A. Markel
/s/ DARRELL D. MARTIN Executive Vice President, March 22, 1996
- --------------------- Chief Financial Officer and Director
Darrell D. Martin (Principal Accounting Officer)
/s/ LESLIE A. GRANDIS Director March 22, 1996
- ---------------------
Leslie A. Grandis
/s/ STEWART M. KASEN Director March 22, 1996
- ---------------------
Stewart M. Kasen
/s/ GARY L. MARKEL Director March 22, 1996
- ---------------------
Gary L. Markel
/s/ V. PREM WATSA Director March 22, 1996
- ---------------------
V. Prem Watsa
INDEX TO FINANCIAL STATEMENT SCHEDULES
Page No.
Independent Auditors' Report 20
Schedule I -- Summary of Investments Other Than Investments
in Related Parties 21
Schedule II -- Condensed Financial Information of Registrant 22
Schedule III -- Supplementary Insurance Information 25
Schedule IV -- Reinsurance 26
Schedule V -- Valuation and Qualifying Accounts 27
Schedule VI -- Supplemental Information Property -Casualty Insurance 28
Schedules other than those listed above have been omitted since they either are
not required or are not applicable, or the information called for is shown in
the Consolidated Financial Statements or in the Notes thereto.
Independent Auditors' Report
The Board of Directors and Shareholders
Markel Corporation:
Under date of February 7, 1996, we reported on the consolidated balance sheets
of Markel Corporation and subsidiaries (the "Company") as of December 31, 1995
and 1994, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, as contained in the Company's 1995 Annual Report
to Shareholders. These consolidated financial statements and our independent
auditors' report thereon are incorporated by reference in the Company's 1995
annual report on Form 10-K. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related financial
statement schedules as listed in the Company's 1995 annual report on Form 10-K.
These financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statement schedules based on our audits.
In our opinion, such schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
Effective December 31, 1993, the Company changed its method of accounting for
investments to adopt the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities.
KPMG Peat Marwick LLP
Richmond, Virginia
February 7, 1996
MARKEL CORPORATION AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 1995
(dollars in thousands)
Balance
Market Sheet
Type of Investment Cost Value Presentation
- ------------------ --------- --------- ------------
Fixed Maturities:
Bonds:
United States Government and government agencies $ 211,779 $ 215,951 $ 215,951
States, municipalities and political subdivisions 109,314 112,811 112,811
Public utilities 48,542 51,747 51,747
Convertibles and bonds with warrants attached 18,076 17,838 17,838
All other corporate bonds 293,853 305,559 305,559
Redeemable preferred stock 2,004 2,149 2,149
--------- --------- ---------
Total fixed maturities 683,568 706,055 706,055
--------- --------- ---------
Equity securities:
Common stocks:
Banks, trusts and insurance companies 32,202 41,765 41,765
Industrial, miscellaneous and all other 68,662 89,008 89,008
Nonredeemable preferred stocks 3,674 3,573 3,573
--------- --------- ---------
Total equity securities 104,538 134,346 134,346
--------- --------- ---------
Short-term investments 68,182 68,182 68,182
--------- --------- ---------
Total investments $ 856,288 $ 908,583 $ 908,583
========= ========= =========
MARKEL CORPORATION (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED BALANCE SHEET INFORMATION
DECEMBER 31,
1995 1994
--------- ---------
(dollars in thousands)
ASSETS
Investments in consolidated subsidiaries $ 282,732 $ 192,459
Short-term investments at estimated fair value
(estimated fair value approximates cost) 13,740 15,302
Cash and cash equivalents 812 692
Notes receivable due from subsidiary 45,224 41,219
Other assets 12,097 8,854
--------- ---------
Total assets $ 354,605 $ 258,526
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Income taxes:
Currently payable $ 173 $ 775
Deferred 8,280 7,548
Long-term debt 106,589 100,536
Other liabilities 26,121 11,166
--------- ---------
Total liabilities 141,163 120,025
Shareholders' equity 213,442 138,501
--------- ---------
Total liabilities and shareholders' equity $ 354,605 $ 258,526
========= =========
MARKEL CORPORATION (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED STATEMENT OF INCOME INFORMATION
YEARS ENDED DECEMBER 31,
1995 1994 1993
--------- ---------- --------
(dollars in thousands)
Revenues:
Net investment income $ 3,879 $ 3,434 $ 1,894
Cash dividends on common stock of
consolidated subsidiaries 35,459 15,380 12,176
Other 129 452 (2,438)
--------- ---------- --------
39,467 19,266 11,632
--------- ---------- --------
Expenses:
Interest 8,460 7,675 5,638
Other 3,144 2,064 6,290
--------- ---------- --------
11,604 9,739 11,928
--------- ---------- --------
Income (loss) before equity in undistributed earnings
of consolidated subsidiaries and income taxes 27,863 9,527 (296)
Equity in undistributed earnings of
consolidated subsidiaries 5,139 11,423 23,092
Income tax expense (benefit) (1,490) 2,361 (839)
--------- ---------- --------
Net income $ 34,492 $ 18,589 $ 23,635
========= ========== ========
MARKEL CORPORATION (PARENT COMPANY)
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED STATEMENT OF CASH FLOWS INFORMATION
YEARS ENDED DECEMBER 31,
1995 1994 1993
-------- --------- --------
(dollars in thousands)
OPERATING ACTIVITIES
Net income $ 34,492 $ 18,589 $ 23,635
Adjustments to reconcile net income to net cash
provided (used) by operating activities: (3,181) 725 (23,471)
-------- --------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 31,311 19,314 164
-------- --------- --------
INVESTING ACTIVITIES
Cost of investments purchased (4,626) (20,802) (131,062)
Proceeds from sales of investments 4,663 34,525 121,027
Net change in short-term investments 1,562 (6,650) (8,652)
Increase in notes receivable from subsidiaries (4,005) (18,092) (8,717)
Decrease in unsettled investment trades -- -- 19,640
Capital contribution to subsidiary (9,500) (27,000) --
Purchase of Lincoln Insurance Company (24,281) -- --
Other (96) (31) (7)
-------- --------- --------
NET CASH USED BY INVESTING ACTIVITIES (36,283) (38,050) (7,771)
-------- --------- --------
FINANCING ACTIVITIES
Dividends to subsidiaries (1,080) (1,080) (1,080)
Borrowings under credit facility 27,500 -- --
Repayments of long-term debt and credit facility (21,500) (7,500) (71,000)
Net proceeds from issuance of long-term debt -- 29,280 73,435
Other 172 (2,118) 140
-------- --------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,092 18,582 1,495
-------- --------- --------
Increase (decrease) in cash and cash equivalents 120 (154) (6,112)
Cash and cash equivalents at beginning of year 692 846 6,958
-------- --------- --------
Cash and cash equivalents at end of yea $ 812 $ 692 $ 846
======== ========= ========
MARKEL CORPORATION AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
At December 31,
---------------
(dollars in thousands)
Deferred policy Unpaid losses and loss Unearned
Subsidiaries acquisition costs adjustment expenses premiums
- ------------ ----------------- ----------------------- --------
1995 $ 32,024 734,409 170,697
1994 $ 26,064 652,930 146,553
Years ended December 31,
------------------------
(dollars in thousands)
Amortization
Losses of deferred
Net and loss policy Other
Earned investment adjustment acquisition operating Premiums
Subsidiaries premiums income expenses costs expenses written
- ------------ -------- --------------- -------------- ------------------ --------- -----------
1995 $ 285,146 42,981 186,655 66,788 29,325 297,539
1994 $ 243,067 29,110 156,169 58,786 21,895 257,022
1993 $ 192,607 23,512 119,463 45,098 22,157 221,889
MARKEL CORPORATION AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
Years ended December 31, 1995, 1994 and 1993
(dollars in thousands)
Percentage
Ceded to Assumed(*) of amount
Property-liability insurance Gross other from other Net assumed
premiums earned: amount companies companies amount to net
- ---------------------------- ------ --------- ---------- ------ ----------
1995 $ 349,417 90,429 26,158 285,146 9.17%
1994 $ 291,816 79,367 30,618 243,067 12.60%
1993 $ 228,568 67,864 31,903 192,607 16.56%
(*) The Company acts as an underwriting manager for its own insurance companies
as well as non-affiliated companies. In 1995, 1994 and 1993, substantially all
of the premiums assumed from other companies were underwritten by the Company's
management subsidiaries.
MARKEL CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1995 and 1994
(dollars in thousands)
Additions Deletions
--------- ---------
Balance at Provision
beginning for doubtful Deductions/ Balance at
Description of year receivables write-offs end of year
- ----------- ---------- ------------ ----------- -----------
Allowance for
doubtful
receivables
1995 $ 1,725 803 327 2,201
1994 $ 2,957 229 1,461 1,725
Reserve for
uncollectible
reinsurance
recoverable
1995 $ 10,774 9,168 16,541 3,401
1994 $ 21,030 (1,858) 8,398 10,774
MARKEL CORPORATION AND SUBSIDIARIES
SCHEDULE VI - SUPPLEMENTAL INFORMATION
PROPERTY-CASUALTY INSURANCE
At December 31,
(dollars in thousands)
Affiliation
with Deferred policy Unpaid losses and loss Unearned
Registrant acquisition costs adjustment expenses premiums
- ---------- ----------------- ---------------------- --------
Consolidated
property-
casualty
entities
1995 $ 32,024 734,409 170,697
1994 $ 26,064 652,930 146,553
MARKEL CORPORATION AND SUBSIDIARIES
SCHEDULE VI - SUPPLEMENTAL INFORMATION
PROPERTY-CASUALTY INSURANCE
Years ended December 31,
(dollars in thousands)
Losses and loss
adjustment expenses Amortization
incurred related to of deferred Paid losses
Affiliation Net ------------------- policy and loss
with Earned investment Current Prior acquisition adjustment Premiums
Registrant premiums income year years costs expenses written
- ---------------- -------- ------------- ------ ------ -------------- --------- ---------
Consolidated
property-
casualty
entities
1995 $ 285,146 42,981 195,448 (8,793) 66,788 173,253 297,539
1994 $ 243,067 29,110 159,730 (3,561) 58,786 171,832 257,022
1993 $ 192,607 23,512 125,454 (5,991) 45,098 115,899 221,889
INDEX TO EXHIBITS
Exhibit Page
3.1 Amended and Restated Articles of Incorporation, as amended
(Exhibit 3.1)*
3.2 Bylaws, as amended (Exhibit 3.2)a
4.1(a) Indenture dated as of October 26, 1993 between registrant and
Chase Manhattan Bank, N.A., as trustee. (Exhibit 4.1(a))b
4.1(b) Action of Authorized Pricing Officer dated as of October 26, 1993
with respect to $75,000,000 of 7.25% Notes due November 1, 2003.
(Exhibit 4.1(b))b
4.1(c) Action of Authorized Pricing Officer dated as of January 28, 1994
with respect to $25,000,000 of 7.25% Notes due November 1, 2003.
(Exhibit 4.1(c))b
4.2 The registrant hereby agrees to furnish to the Securities and
Exchange Commission a copy of all instruments defining the rights
of holders of long-term debt of the registrant and subsidiaries
shown on the Consolidated Balance Sheet of registrant at
December 31, 1995, and the respective Notes thereto, filed with
this Annual Report on Form 10-K.
Management Contracts or Compensatory Plans required to be filed
(Items 10.1 -- 10.7)
10.1 Markel Corporation 1986 Stock Option Plan as amended (Exhibit 4(d))**
10.2 Markel Corporation 1989 Non-Employee Directors Stock Option Plan
(Exhibit A)***
10.3 Markel Corporation 1993 Incentive Stock Plan (Exhibit 10.3)c
10.4 Executive Employment Agreement between Markel Corporation and
Alan I. Kirshner dated as of October 1, 1991 (Exhibit 10.5)****
10.5 Executive Employment Agreement between Markel Corporation and
Anthony F. Markel dated as of October 1, 1991 (Exhibit 10.6)****
10.6 Executive Employment Agreement between Markel Corporation and
Steven A.. Markel dated as of October 1, 1991 (Exhibit 10.7)****
10.7 Executive Employment Agreement between Markel Corporation and
Darrell D. Martin dated as of March 1, 1992 (Exhibit 10.8)****
10.8(a) Stock Purchase Agreement dated as of October 7, 1987 between
F-M Acquisition Corporation and Alexander & Alexander Services, Inc.
(Exhibit 2(a))o
10.8(b) Amendment No. 1 to Stock Purchase Agreement between F-M
Acquisition Corporation and Alexander & Alexander Services, Inc.
dated February 15, 1989 (Exhibit 10.7(b))o o
10.8(c) Settlement Agreement No. 3 relating to Stock Purchase Agreement
between F-M Acquisition Corporation and Alexander & Alexander
Services, Inc. (Exhibit 10.8(c))c
10.9(a) Lease Agreement dated July 21, 1995 between Prudential Insurance
Company of America and Registrant related to premises located at 4551
Cox Road, Glen Allen, Virginia
10.9(b) Lease Agreement dated July 21, 1995 between Prudential Insurance
Company of America and Registrant related to premises located at 4600
Cox Road, Glen Allen, Virginia
13.1 1995 Annual Report to Shareholders (With the exception of the
information incorporated by reference in this Form 10-K, no other
information appearing in the 1995 Annual Report is to be deemed filed
as part of this Form 10-K)
21 Subsidiaries of Markel Corporation
23 Consents of independent auditors to incorporation by reference of
certain reports into the Registrant's Registration Statements on
Form S-8
27 Financial Data Schedule
28.1 Information from reports furnished to insurance regulatory authorities
by Essex Insurance Company (Exhibit 28.1)d
28.2 Information from reports furnished to insurance regulatory authorities
by Evanston Insurance Company (Exhibit 28.2)d
28.3 Information from reports furnished to insurance regulatory authorities
by Markel Insurance Company (Exhibit 28.3)d
28.4 Information from reports furnished to insurance regulatory authorities
by Markel American Insurance Company (Exhibit 28.4)d
28.5 Information from reports furnished to insurance regulatory authorities
by Lincoln Insurance Company (Exhibit 28.5)d
- ------------------------------
* Incorporated by reference from the exhibit shown in parenthesis filed
with the Commission in the Registrant's 1990 Form 10-K Annual Report
** Incorporated by reference from the exhibit shown in the parenthesis
filed with the Commission on May 25, 1989 in the Registrant's
Registration Statement on Form S-8 (Registration No. 33-28921)
*** Incorporated by reference from the exhibit shown in parenthesis filed
with the Commission in the Registrant's Proxy Statement for the Annual
Meeting of Shareholders held on May 15, 1989, as filed with the
Commission
**** Incorporated by reference from the exhibit shown in the parentheses
filed with the Commission in the Registrant's 1991 Form 10-K Annual
Report
o Incorporated by reference from the exhibit shown in parenthesis filed
with the Commission on January 13, 1988 in the Registrant's current
report on Form 8-K dated December 29, 1987
o o Incorporated by reference from the exhibit shown in the parenthesis
filed with the Commission in the Registrant's 1988 Form 10-K Annual
Report
a Incorporated by reference from the exhibit shown in parentheses filed
with the Commission in the Registrant's 1992 Form 10-K Annual Report
b Incorporated by reference from the exhibit shown in parentheses filed
with the Commission in the Registrant's 1993 Form 10-K Annual Report
c Incorporated by reference from the exhibit shown in parentheses filed
with the Commission in the Registrant's 1994 Form 10-K Annual Report
d Incorporated by reference from the exhibit shown in parentheses filed
with the Commission under cover of Form SE dated March 21, 1996