|
x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2019
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______
|
Virginia
|
|
54-1959284
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
|
|
|
|
|
Page Number
|
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||
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|
|
|
|
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|
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|
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March 31,
2019 |
|
December 31,
2018 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Investments, at estimated fair value:
|
|
|
|
||||
Fixed maturities, available-for-sale (amortized cost of $9,852,710 in 2019 and $9,950,773 in 2018)
|
$
|
10,162,419
|
|
|
$
|
10,043,188
|
|
Equity securities (cost of $3,021,179 in 2019 and $2,971,856 in 2018)
|
6,381,173
|
|
|
5,720,945
|
|
||
Short-term investments, available-for-sale (estimated fair value approximates cost)
|
754,288
|
|
|
1,077,696
|
|
||
Total Investments
|
17,297,880
|
|
|
16,841,829
|
|
||
Cash and cash equivalents
|
2,415,421
|
|
|
2,014,168
|
|
||
Restricted cash and cash equivalents
|
348,984
|
|
|
382,264
|
|
||
Receivables
|
1,959,137
|
|
|
1,692,526
|
|
||
Reinsurance recoverables
|
5,292,335
|
|
|
5,221,947
|
|
||
Deferred policy acquisition costs
|
541,012
|
|
|
474,513
|
|
||
Prepaid reinsurance premiums
|
1,334,442
|
|
|
1,331,022
|
|
||
Goodwill
|
2,215,818
|
|
|
2,237,975
|
|
||
Intangible assets
|
1,712,618
|
|
|
1,726,196
|
|
||
Other assets
|
1,619,079
|
|
|
1,383,823
|
|
||
Total Assets
|
$
|
34,736,726
|
|
|
$
|
33,306,263
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Unpaid losses and loss adjustment expenses
|
$
|
14,332,665
|
|
|
$
|
14,276,479
|
|
Life and annuity benefits
|
1,011,637
|
|
|
1,001,453
|
|
||
Unearned premiums
|
3,892,388
|
|
|
3,611,028
|
|
||
Payables to insurance and reinsurance companies
|
368,389
|
|
|
337,326
|
|
||
Senior long-term debt and other debt (estimated fair value of $3,113,000 in 2019 and $3,030,000 in 2018)
|
3,058,968
|
|
|
3,009,577
|
|
||
Other liabilities
|
2,106,331
|
|
|
1,796,036
|
|
||
Total Liabilities
|
24,770,378
|
|
|
24,031,899
|
|
||
Redeemable noncontrolling interests
|
148,002
|
|
|
174,062
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
||||
Common stock
|
3,395,940
|
|
|
3,392,993
|
|
||
Retained earnings
|
6,338,874
|
|
|
5,782,310
|
|
||
Accumulated other comprehensive income (loss)
|
61,168
|
|
|
(94,650
|
)
|
||
Total Shareholders' Equity
|
9,795,982
|
|
|
9,080,653
|
|
||
Noncontrolling interests
|
22,364
|
|
|
19,649
|
|
||
Total Equity
|
9,818,346
|
|
|
9,100,302
|
|
||
Total Liabilities and Equity
|
$
|
34,736,726
|
|
|
$
|
33,306,263
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(dollars in thousands, except per share data)
|
||||||
OPERATING REVENUES
|
|
|
|
||||
Earned premiums
|
$
|
1,203,977
|
|
|
$
|
1,151,021
|
|
Net investment income
|
114,182
|
|
|
108,016
|
|
||
Net investment gains (losses):
|
|
|
|
||||
Net realized investment gains (losses)
|
681
|
|
|
(946
|
)
|
||
Change in fair value of equity securities
|
611,510
|
|
|
(122,052
|
)
|
||
Net investment gains (losses)
|
612,191
|
|
|
(122,998
|
)
|
||
Products revenues
|
348,794
|
|
|
294,136
|
|
||
Services and other revenues
|
193,344
|
|
|
145,296
|
|
||
Total Operating Revenues
|
2,472,488
|
|
|
1,575,471
|
|
||
OPERATING EXPENSES
|
|
|
|
||||
Losses and loss adjustment expenses
|
687,746
|
|
|
615,118
|
|
||
Underwriting, acquisition and insurance expenses
|
455,212
|
|
|
424,390
|
|
||
Products expenses
|
319,426
|
|
|
269,697
|
|
||
Services and other expenses
|
174,606
|
|
|
132,433
|
|
||
Amortization of intangible assets
|
40,668
|
|
|
28,823
|
|
||
Total Operating Expenses
|
1,677,658
|
|
|
1,470,461
|
|
||
Operating Income
|
794,830
|
|
|
105,010
|
|
||
Interest expense
|
40,290
|
|
|
40,059
|
|
||
Net foreign exchange losses
|
21,864
|
|
|
22,114
|
|
||
Income Before Income Taxes
|
732,676
|
|
|
42,837
|
|
||
Income tax expense
|
155,163
|
|
|
108,431
|
|
||
Net Income (Loss)
|
577,513
|
|
|
(65,594
|
)
|
||
Net income (loss) attributable to noncontrolling interests
|
1,086
|
|
|
(1,288
|
)
|
||
Net Income (Loss) to Shareholders
|
$
|
576,427
|
|
|
$
|
(64,306
|
)
|
|
|
|
|
||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
||||
Change in net unrealized gains on available-for-sale investments, net of taxes:
|
|
|
|
||||
Net holding gains (losses) arising during the period
|
$
|
152,331
|
|
|
$
|
(116,922
|
)
|
Reclassification adjustments for net gains (losses) included in net income (loss)
|
(246
|
)
|
|
814
|
|
||
Change in net unrealized gains on available-for-sale investments, net of taxes
|
152,085
|
|
|
(116,108
|
)
|
||
Change in foreign currency translation adjustments, net of taxes
|
2,377
|
|
|
4,953
|
|
||
Change in net actuarial pension loss, net of taxes
|
1,361
|
|
|
664
|
|
||
Total Other Comprehensive Income (Loss)
|
155,823
|
|
|
(110,491
|
)
|
||
Comprehensive Income (Loss)
|
733,336
|
|
|
(176,085
|
)
|
||
Comprehensive income (loss) attributable to noncontrolling interests
|
1,091
|
|
|
(1,246
|
)
|
||
Comprehensive Income (Loss) to Shareholders
|
$
|
732,245
|
|
|
$
|
(174,839
|
)
|
|
|
|
|
||||
NET INCOME (LOSS) PER SHARE
|
|
|
|
||||
Basic
|
$
|
42.81
|
|
|
$
|
(4.25
|
)
|
Diluted
|
$
|
42.76
|
|
|
$
|
(4.25
|
)
|
(in thousands)
|
Common Shares
|
|
Common
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|
Redeemable
Noncontrolling
Interests
|
|||||||||||||||
December 31, 2017
|
13,904
|
|
|
$
|
3,381,834
|
|
|
$
|
3,776,743
|
|
|
$
|
2,345,571
|
|
|
$
|
9,504,148
|
|
|
$
|
(2,567
|
)
|
|
$
|
9,501,581
|
|
|
$
|
166,269
|
|
Cumulative effect of adoption of ASU No. 2014-09, net of taxes
|
|
|
|
|
325
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|||||||||
Cumulative effect of adoption of ASU No. 2016-01, net of taxes
|
|
|
|
|
2,623,773
|
|
|
(2,623,773
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Cumulative effect of adoption of ASU No. 2018-02
|
|
|
|
|
(401,539
|
)
|
|
401,539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
January 1, 2018
|
13,904
|
|
|
3,381,834
|
|
|
5,999,302
|
|
|
123,337
|
|
|
9,504,473
|
|
|
(2,567
|
)
|
|
9,501,906
|
|
|
166,269
|
|
|||||||
Net loss
|
|
|
|
|
(64,306
|
)
|
|
—
|
|
|
(64,306
|
)
|
|
(493
|
)
|
|
(64,799
|
)
|
|
(795
|
)
|
|||||||||
Other comprehensive income (loss)
|
|
|
|
|
—
|
|
|
(110,533
|
)
|
|
(110,533
|
)
|
|
—
|
|
|
(110,533
|
)
|
|
42
|
|
|||||||||
Comprehensive Loss
|
|
|
|
|
|
|
|
|
(174,839
|
)
|
|
(493
|
)
|
|
(175,332
|
)
|
|
(753
|
)
|
|||||||||||
Issuance of common stock
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||
Repurchase of common stock
|
(11
|
)
|
|
—
|
|
|
(12,289
|
)
|
|
—
|
|
|
(12,289
|
)
|
|
—
|
|
|
(12,289
|
)
|
|
—
|
|
|||||||
Restricted stock units expensed
|
—
|
|
|
7,212
|
|
|
—
|
|
|
—
|
|
|
7,212
|
|
|
—
|
|
|
7,212
|
|
|
—
|
|
|||||||
Adjustment of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
5,051
|
|
|
—
|
|
|
5,051
|
|
|
—
|
|
|
5,051
|
|
|
(5,051
|
)
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
(5,391
|
)
|
|
—
|
|
|
—
|
|
|
(5,391
|
)
|
|
—
|
|
|
(5,391
|
)
|
|
(39
|
)
|
|||||||
Other
|
—
|
|
|
11
|
|
|
(19
|
)
|
|
—
|
|
|
(8
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
(4,706
|
)
|
|||||||
March 31, 2018
|
13,895
|
|
|
$
|
3,383,668
|
|
|
$
|
5,927,739
|
|
|
$
|
12,804
|
|
|
$
|
9,324,211
|
|
|
$
|
(3,061
|
)
|
|
$
|
9,321,150
|
|
|
$
|
155,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
December 31, 2018
|
13,888
|
|
|
$
|
3,392,993
|
|
|
$
|
5,782,310
|
|
|
$
|
(94,650
|
)
|
|
$
|
9,080,653
|
|
|
$
|
19,649
|
|
|
$
|
9,100,302
|
|
|
$
|
174,062
|
|
Net income
|
|
|
|
|
576,427
|
|
|
—
|
|
|
576,427
|
|
|
758
|
|
|
577,185
|
|
|
328
|
|
|||||||||
Other comprehensive income
|
|
|
|
|
—
|
|
|
155,818
|
|
|
155,818
|
|
|
—
|
|
|
155,818
|
|
|
5
|
|
|||||||||
Comprehensive Income
|
|
|
|
|
|
|
|
|
732,245
|
|
|
758
|
|
|
733,003
|
|
|
333
|
|
|||||||||||
Issuance of common stock
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of common stock
|
(37
|
)
|
|
—
|
|
|
(37,649
|
)
|
|
—
|
|
|
(37,649
|
)
|
|
—
|
|
|
(37,649
|
)
|
|
—
|
|
|||||||
Restricted stock units expensed
|
—
|
|
|
6,848
|
|
|
—
|
|
|
—
|
|
|
6,848
|
|
|
—
|
|
|
6,848
|
|
|
—
|
|
|||||||
Adjustment of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
18,361
|
|
|
—
|
|
|
18,361
|
|
|
—
|
|
|
18,361
|
|
|
(18,361
|
)
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
(3,736
|
)
|
|
—
|
|
|
—
|
|
|
(3,736
|
)
|
|
—
|
|
|
(3,736
|
)
|
|
(5,025
|
)
|
|||||||
Other
|
—
|
|
|
(165
|
)
|
|
(575
|
)
|
|
—
|
|
|
(740
|
)
|
|
1,957
|
|
|
1,217
|
|
|
(3,007
|
)
|
|||||||
March 31, 2019
|
13,856
|
|
|
$
|
3,395,940
|
|
|
$
|
6,338,874
|
|
|
$
|
61,168
|
|
|
$
|
9,795,982
|
|
|
$
|
22,364
|
|
|
$
|
9,818,346
|
|
|
$
|
148,002
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(dollars in thousands)
|
||||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
577,513
|
|
|
$
|
(65,594
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
(558,790
|
)
|
|
123,266
|
|
||
Net Cash Provided By Operating Activities
|
18,723
|
|
|
57,672
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Proceeds from sales of fixed maturities and equity securities
|
133,453
|
|
|
140,728
|
|
||
Proceeds from maturities, calls and prepayments of fixed maturities
|
128,449
|
|
|
191,260
|
|
||
Cost of fixed maturities and equity securities purchased
|
(227,556
|
)
|
|
(497,377
|
)
|
||
Net change in short-term investments
|
329,659
|
|
|
129,032
|
|
||
Additions to property and equipment
|
(24,756
|
)
|
|
(23,362
|
)
|
||
Proceeds from disposals of fixed assets
|
13,955
|
|
|
100
|
|
||
Acquisitions, net of cash acquired
|
(9,400
|
)
|
|
(7,809
|
)
|
||
Other
|
(1,684
|
)
|
|
(816
|
)
|
||
Net Cash Provided (Used) By Investing Activities
|
342,120
|
|
|
(68,244
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Additions to senior long-term debt and other debt
|
87,356
|
|
|
52,706
|
|
||
Repayment of senior long-term debt and other debt
|
(36,100
|
)
|
|
(102,306
|
)
|
||
Repurchases of common stock
|
(37,649
|
)
|
|
(12,289
|
)
|
||
Purchase of noncontrolling interests
|
(9,754
|
)
|
|
(6,863
|
)
|
||
Distributions to noncontrolling interests
|
(2,808
|
)
|
|
(4,706
|
)
|
||
Other
|
(1,114
|
)
|
|
(1,238
|
)
|
||
Net Cash Used By Financing Activities
|
(69
|
)
|
|
(74,696
|
)
|
||
Effect of foreign currency rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
7,199
|
|
|
26,074
|
|
||
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
|
367,973
|
|
|
(59,194
|
)
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
|
2,396,432
|
|
|
2,500,846
|
|
||
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD
|
$
|
2,764,405
|
|
|
$
|
2,441,652
|
|
•
|
ASU No. 2017-08,
Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities
|
•
|
ASU No. 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement
|
•
|
ASU No. 2018-14,
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans
|
•
|
ASU No. 2018-17,
Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest
|
|
March 31, 2019
|
||||||||||||||
(dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Holding
Gains
|
|
Gross
Unrealized
Holding
Losses
|
|
Estimated
Fair
Value
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
272,837
|
|
|
$
|
1,048
|
|
|
$
|
(1,113
|
)
|
|
$
|
272,772
|
|
U.S. government-sponsored enterprises
|
356,042
|
|
|
12,121
|
|
|
(843
|
)
|
|
367,320
|
|
||||
Obligations of states, municipalities and political subdivisions
|
4,206,957
|
|
|
156,087
|
|
|
(6,191
|
)
|
|
4,356,853
|
|
||||
Foreign governments
|
1,481,680
|
|
|
133,912
|
|
|
(8,693
|
)
|
|
1,606,899
|
|
||||
Commercial mortgage-backed securities
|
1,690,466
|
|
|
17,161
|
|
|
(24,016
|
)
|
|
1,683,611
|
|
||||
Residential mortgage-backed securities
|
879,245
|
|
|
15,176
|
|
|
(4,544
|
)
|
|
889,877
|
|
||||
Asset-backed securities
|
13,185
|
|
|
9
|
|
|
(105
|
)
|
|
13,089
|
|
||||
Corporate bonds
|
952,298
|
|
|
26,346
|
|
|
(6,646
|
)
|
|
971,998
|
|
||||
Total fixed maturities
|
9,852,710
|
|
|
361,860
|
|
|
(52,151
|
)
|
|
10,162,419
|
|
||||
Short-term investments
|
755,264
|
|
|
130
|
|
|
(1,106
|
)
|
|
754,288
|
|
||||
Investments, available-for-sale
|
$
|
10,607,974
|
|
|
$
|
361,990
|
|
|
$
|
(53,257
|
)
|
|
$
|
10,916,707
|
|
|
December 31, 2018
|
||||||||||||||
(dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Holding
Gains
|
|
Gross
Unrealized
Holding
Losses
|
|
Estimated
Fair
Value
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
248,286
|
|
|
$
|
308
|
|
|
$
|
(1,952
|
)
|
|
$
|
246,642
|
|
U.S. government-sponsored enterprises
|
357,765
|
|
|
5,671
|
|
|
(4,114
|
)
|
|
359,322
|
|
||||
Obligations of states, municipalities and political subdivisions
|
4,285,068
|
|
|
96,730
|
|
|
(28,868
|
)
|
|
4,352,930
|
|
||||
Foreign governments
|
1,482,826
|
|
|
98,356
|
|
|
(21,578
|
)
|
|
1,559,604
|
|
||||
Commercial mortgage-backed securities
|
1,691,572
|
|
|
3,154
|
|
|
(44,527
|
)
|
|
1,650,199
|
|
||||
Residential mortgage-backed securities
|
886,501
|
|
|
6,170
|
|
|
(12,499
|
)
|
|
880,172
|
|
||||
Asset-backed securities
|
19,614
|
|
|
7
|
|
|
(213
|
)
|
|
19,408
|
|
||||
Corporate bonds
|
979,141
|
|
|
13,234
|
|
|
(17,464
|
)
|
|
974,911
|
|
||||
Total fixed maturities
|
9,950,773
|
|
|
223,630
|
|
|
(131,215
|
)
|
|
10,043,188
|
|
||||
Short-term investments
|
1,080,027
|
|
|
443
|
|
|
(2,774
|
)
|
|
1,077,696
|
|
||||
Investments, available-for-sale
|
$
|
11,030,800
|
|
|
$
|
224,073
|
|
|
$
|
(133,989
|
)
|
|
$
|
11,120,884
|
|
|
March 31, 2019
|
||||||||||||||||||||||
|
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 maturities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127,227
|
|
|
$
|
(1,113
|
)
|
|
$
|
127,227
|
|
|
$
|
(1,113
|
)
|
U.S. government-sponsored enterprises
|
—
|
|
|
—
|
|
|
93,014
|
|
|
(843
|
)
|
|
93,014
|
|
|
(843
|
)
|
||||||
Obligations of states, municipalities and political subdivisions
|
4,781
|
|
|
(33
|
)
|
|
370,149
|
|
|
(6,158
|
)
|
|
374,930
|
|
|
(6,191
|
)
|
||||||
Foreign governments
|
137,317
|
|
|
(3,048
|
)
|
|
147,720
|
|
|
(5,645
|
)
|
|
285,037
|
|
|
(8,693
|
)
|
||||||
Commercial mortgage-backed securities
|
8,865
|
|
|
(157
|
)
|
|
724,587
|
|
|
(23,859
|
)
|
|
733,452
|
|
|
(24,016
|
)
|
||||||
Residential mortgage-backed securities
|
1,874
|
|
|
(12
|
)
|
|
245,331
|
|
|
(4,532
|
)
|
|
247,205
|
|
|
(4,544
|
)
|
||||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
12,371
|
|
|
(105
|
)
|
|
12,371
|
|
|
(105
|
)
|
||||||
Corporate bonds
|
56,587
|
|
|
(1,385
|
)
|
|
312,113
|
|
|
(5,261
|
)
|
|
368,700
|
|
|
(6,646
|
)
|
||||||
Total fixed maturities
|
209,424
|
|
|
(4,635
|
)
|
|
2,032,512
|
|
|
(47,516
|
)
|
|
2,241,936
|
|
|
(52,151
|
)
|
||||||
Short-term investments
|
74,250
|
|
|
(1,106
|
)
|
|
—
|
|
|
—
|
|
|
74,250
|
|
|
(1,106
|
)
|
||||||
Total
|
$
|
283,674
|
|
|
$
|
(5,741
|
)
|
|
$
|
2,032,512
|
|
|
$
|
(47,516
|
)
|
|
$
|
2,316,186
|
|
|
$
|
(53,257
|
)
|
|
December 31, 2018
|
||||||||||||||||||||||
|
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 maturities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
$
|
2,922
|
|
|
$
|
(83
|
)
|
|
$
|
156,352
|
|
|
$
|
(1,869
|
)
|
|
$
|
159,274
|
|
|
$
|
(1,952
|
)
|
U.S. government-sponsored enterprises
|
88,854
|
|
|
(1,923
|
)
|
|
96,337
|
|
|
(2,191
|
)
|
|
185,191
|
|
|
(4,114
|
)
|
||||||
Obligations of states, municipalities and political subdivisions
|
656,573
|
|
|
(12,455
|
)
|
|
453,736
|
|
|
(16,413
|
)
|
|
1,110,309
|
|
|
(28,868
|
)
|
||||||
Foreign governments
|
419,764
|
|
|
(14,461
|
)
|
|
84,776
|
|
|
(7,117
|
)
|
|
504,540
|
|
|
(21,578
|
)
|
||||||
Commercial mortgage-backed securities
|
653,410
|
|
|
(10,128
|
)
|
|
709,971
|
|
|
(34,399
|
)
|
|
1,363,381
|
|
|
(44,527
|
)
|
||||||
Residential mortgage-backed securities
|
276,777
|
|
|
(3,685
|
)
|
|
242,949
|
|
|
(8,814
|
)
|
|
519,726
|
|
|
(12,499
|
)
|
||||||
Asset-backed securities
|
1,645
|
|
|
(11
|
)
|
|
17,030
|
|
|
(202
|
)
|
|
18,675
|
|
|
(213
|
)
|
||||||
Corporate bonds
|
313,164
|
|
|
(10,965
|
)
|
|
222,761
|
|
|
(6,499
|
)
|
|
535,925
|
|
|
(17,464
|
)
|
||||||
Total fixed maturities
|
2,413,109
|
|
|
(53,711
|
)
|
|
1,983,912
|
|
|
(77,504
|
)
|
|
4,397,021
|
|
|
(131,215
|
)
|
||||||
Short-term investments
|
197,643
|
|
|
(2,774
|
)
|
|
—
|
|
|
—
|
|
|
197,643
|
|
|
(2,774
|
)
|
||||||
Total
|
$
|
2,610,752
|
|
|
$
|
(56,485
|
)
|
|
$
|
1,983,912
|
|
|
$
|
(77,504
|
)
|
|
$
|
4,594,664
|
|
|
$
|
(133,989
|
)
|
(dollars in thousands)
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due in one year or less
|
$
|
405,074
|
|
|
$
|
403,559
|
|
Due after one year through five years
|
1,297,910
|
|
|
1,316,382
|
|
||
Due after five years through ten years
|
2,140,339
|
|
|
2,221,684
|
|
||
Due after ten years
|
3,426,491
|
|
|
3,634,217
|
|
||
|
7,269,814
|
|
|
7,575,842
|
|
||
Commercial mortgage-backed securities
|
1,690,466
|
|
|
1,683,611
|
|
||
Residential mortgage-backed securities
|
879,245
|
|
|
889,877
|
|
||
Asset-backed securities
|
13,185
|
|
|
13,089
|
|
||
Total fixed maturities
|
$
|
9,852,710
|
|
|
$
|
10,162,419
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Interest:
|
|
|
|
||||
Municipal bonds (tax-exempt)
|
$
|
18,826
|
|
|
$
|
20,935
|
|
Municipal bonds (taxable)
|
18,579
|
|
|
17,633
|
|
||
Other taxable bonds
|
40,781
|
|
|
37,469
|
|
||
Short-term investments, including overnight deposits
|
10,212
|
|
|
10,590
|
|
||
Dividends on equity securities
|
25,786
|
|
|
24,007
|
|
||
Income from equity method investments
|
1,896
|
|
|
1,778
|
|
||
Other
|
2,301
|
|
|
(110
|
)
|
||
|
118,381
|
|
|
112,302
|
|
||
Investment expenses
|
(4,199
|
)
|
|
(4,286
|
)
|
||
Net investment income
|
$
|
114,182
|
|
|
$
|
108,016
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Realized gains:
|
|
|
|
||||
Sales and maturities of fixed maturities
|
$
|
144
|
|
|
$
|
141
|
|
Sales and maturities of short-term investments
|
1,591
|
|
|
2,865
|
|
||
Other
|
8
|
|
|
889
|
|
||
Total realized gains
|
1,743
|
|
|
3,895
|
|
||
Realized losses:
|
|
|
|
||||
Sales and maturities of fixed maturities
|
(280
|
)
|
|
(952
|
)
|
||
Sales and maturities of short-term investments
|
(782
|
)
|
|
(1,158
|
)
|
||
Other
|
—
|
|
|
(2,731
|
)
|
||
Total realized losses
|
(1,062
|
)
|
|
(4,841
|
)
|
||
Net realized investment gains (losses)
|
681
|
|
|
(946
|
)
|
||
Change in fair value of equity securities:
|
|
|
|
||||
Change in fair value of equity securities sold during the period
|
10,558
|
|
|
5,130
|
|
||
Change in fair value of equity securities held at the end of the period
|
600,952
|
|
|
(127,182
|
)
|
||
Change in fair value of equity securities
|
611,510
|
|
|
(122,052
|
)
|
||
Net investment gains (losses)
|
$
|
612,191
|
|
|
$
|
(122,998
|
)
|
Change in net unrealized gains on available-for-sale investments included in other comprehensive income (loss):
|
|
|
|
||||
Fixed maturities
|
$
|
217,294
|
|
|
$
|
(144,168
|
)
|
Short-term investments
|
1,355
|
|
|
47
|
|
||
Net increase (decrease)
|
$
|
218,649
|
|
|
$
|
(144,121
|
)
|
|
March 31, 2019
|
||||||||||||||
(dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Fixed maturities, available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
—
|
|
|
$
|
272,772
|
|
|
$
|
—
|
|
|
$
|
272,772
|
|
U.S. government-sponsored enterprises
|
—
|
|
|
367,320
|
|
|
—
|
|
|
367,320
|
|
||||
Obligations of states, municipalities and political subdivisions
|
—
|
|
|
4,356,853
|
|
|
—
|
|
|
4,356,853
|
|
||||
Foreign governments
|
—
|
|
|
1,606,899
|
|
|
—
|
|
|
1,606,899
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
1,683,611
|
|
|
—
|
|
|
1,683,611
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
889,877
|
|
|
—
|
|
|
889,877
|
|
||||
Asset-backed securities
|
—
|
|
|
13,089
|
|
|
—
|
|
|
13,089
|
|
||||
Corporate bonds
|
—
|
|
|
971,998
|
|
|
—
|
|
|
971,998
|
|
||||
Total fixed maturities, available-for-sale
|
—
|
|
|
10,162,419
|
|
|
—
|
|
|
10,162,419
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Insurance, banks and other financial institutions
|
2,053,233
|
|
|
—
|
|
|
44,812
|
|
|
2,098,045
|
|
||||
Industrial, consumer and all other
|
4,283,128
|
|
|
—
|
|
|
—
|
|
|
4,283,128
|
|
||||
Total equity securities
|
6,336,361
|
|
|
—
|
|
|
44,812
|
|
|
6,381,173
|
|
||||
Short-term investments, available-for-sale
|
646,853
|
|
|
107,435
|
|
|
—
|
|
|
754,288
|
|
||||
Total investments
|
$
|
6,983,214
|
|
|
$
|
10,269,854
|
|
|
$
|
44,812
|
|
|
$
|
17,297,880
|
|
|
December 31, 2018
|
||||||||||||||
(dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Fixed maturities, available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
—
|
|
|
$
|
246,642
|
|
|
$
|
—
|
|
|
$
|
246,642
|
|
U.S. government-sponsored enterprises
|
—
|
|
|
359,322
|
|
|
—
|
|
|
359,322
|
|
||||
Obligations of states, municipalities and political subdivisions
|
—
|
|
|
4,352,930
|
|
|
—
|
|
|
4,352,930
|
|
||||
Foreign governments
|
—
|
|
|
1,559,604
|
|
|
—
|
|
|
1,559,604
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
1,650,199
|
|
|
—
|
|
|
1,650,199
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
880,172
|
|
|
—
|
|
|
880,172
|
|
||||
Asset-backed securities
|
—
|
|
|
19,408
|
|
|
—
|
|
|
19,408
|
|
||||
Corporate bonds
|
—
|
|
|
974,911
|
|
|
—
|
|
|
974,911
|
|
||||
Total fixed maturities
|
—
|
|
|
10,043,188
|
|
|
—
|
|
|
10,043,188
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Insurance, banks and other financial institutions
|
1,876,811
|
|
|
—
|
|
|
53,728
|
|
|
1,930,539
|
|
||||
Industrial, consumer and all other
|
3,790,406
|
|
|
—
|
|
|
—
|
|
|
3,790,406
|
|
||||
Total equity securities
|
5,667,217
|
|
|
—
|
|
|
53,728
|
|
|
5,720,945
|
|
||||
Short-term investments, available-for-sale
|
981,616
|
|
|
96,080
|
|
|
—
|
|
|
1,077,696
|
|
||||
Total investments
|
$
|
6,648,833
|
|
|
$
|
10,139,268
|
|
|
$
|
53,728
|
|
|
$
|
16,841,829
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Equity securities, beginning of period
|
$
|
53,728
|
|
|
$
|
168,809
|
|
Purchases
|
—
|
|
|
28,900
|
|
||
Sales
|
(6,869
|
)
|
|
(28,252
|
)
|
||
Net investment losses on Level 3 investments
|
(2,047
|
)
|
|
(18,059
|
)
|
||
Transfers into Level 3
|
—
|
|
|
—
|
|
||
Transfers out of Level 3
|
—
|
|
|
—
|
|
||
Equity securities, end of period
|
$
|
44,812
|
|
|
$
|
151,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
(dollars in thousands)
|
Insurance
|
|
Reinsurance
|
|
Investing
|
|
Markel Ventures
(1)
|
|
Other
(2)
|
|
Consolidated
|
||||||||||||
Gross premium volume
|
$
|
1,192,848
|
|
|
$
|
513,377
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
548,817
|
|
|
$
|
2,255,042
|
|
Net written premiums
|
998,358
|
|
|
478,967
|
|
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
1,477,093
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earned premiums
|
973,727
|
|
|
230,510
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
1,203,977
|
|
||||||
Losses and loss adjustment expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current accident year
|
(618,498
|
)
|
|
(139,472
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(757,970
|
)
|
||||||
Prior accident years
|
72,574
|
|
|
(11,295
|
)
|
|
—
|
|
|
—
|
|
|
8,945
|
|
|
70,224
|
|
||||||
Amortization of policy acquisition costs
|
(199,999
|
)
|
|
(61,828
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(261,827
|
)
|
||||||
Other operating expenses
|
(175,721
|
)
|
|
(14,559
|
)
|
|
—
|
|
|
—
|
|
|
(3,105
|
)
|
|
(193,385
|
)
|
||||||
Underwriting profit
|
52,083
|
|
|
3,356
|
|
|
—
|
|
|
—
|
|
|
5,580
|
|
|
61,019
|
|
||||||
Net investment income
|
—
|
|
|
—
|
|
|
113,930
|
|
|
252
|
|
|
—
|
|
|
114,182
|
|
||||||
Net investment gains
|
—
|
|
|
—
|
|
|
612,191
|
|
|
—
|
|
|
—
|
|
|
612,191
|
|
||||||
Products revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
348,794
|
|
|
—
|
|
|
348,794
|
|
||||||
Services and other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
105,969
|
|
|
87,375
|
|
|
193,344
|
|
||||||
Products expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(319,426
|
)
|
|
—
|
|
|
(319,426
|
)
|
||||||
Services and other expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,870
|
)
|
|
(79,736
|
)
|
|
(174,606
|
)
|
||||||
Amortization of intangible assets
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,807
|
)
|
|
(29,861
|
)
|
|
(40,668
|
)
|
||||||
Segment profit (loss)
|
$
|
52,083
|
|
|
$
|
3,356
|
|
|
$
|
726,121
|
|
|
$
|
29,912
|
|
|
$
|
(16,642
|
)
|
|
$
|
794,830
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(40,290
|
)
|
|||||||||||
Net foreign exchange losses
|
|
|
|
|
|
|
|
|
|
|
(21,864
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
732,676
|
|
||||||||||
U.S. GAAP combined ratio
(4)
|
95
|
%
|
|
99
|
%
|
|
|
|
|
|
NM
|
|
(5)
|
95
|
%
|
(1)
|
Products expenses and services and other expenses for the Markel Ventures segment include depreciation expense of
$14.0 million
for the
three
months ended
March 31, 2019
.
|
(2)
|
Other represents the total profit (loss) attributable to the Company's operations that are not included in a reportable segment as well as any amortization of intangible assets that are not allocated to a reportable segment.
|
(3)
|
Segment profit for the Markel Ventures segment includes amortization of intangible assets attributable to Markel Ventures. Amortization of intangible assets is not allocated to any other reportable segments.
|
(4)
|
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.
|
(5)
|
NM - Ratio is not meaningful
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||
(dollars in thousands)
|
Insurance
|
|
Reinsurance
|
|
Investing
|
|
Markel Ventures
(1)
|
|
Other
(2)
|
|
Consolidated
|
||||||||||||
Gross premium volume
|
$
|
1,093,362
|
|
|
$
|
492,333
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
461,189
|
|
|
$
|
2,046,884
|
|
Net written premiums
|
912,979
|
|
|
421,058
|
|
|
—
|
|
|
—
|
|
|
765
|
|
|
1,334,802
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earned premiums
|
902,851
|
|
|
247,964
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|
1,151,021
|
|
||||||
Losses and loss adjustment expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current accident year
|
(570,027
|
)
|
|
(153,181
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(723,208
|
)
|
||||||
Prior accident years
|
119,173
|
|
|
(13,071
|
)
|
|
—
|
|
|
—
|
|
|
1,988
|
|
|
108,090
|
|
||||||
Amortization of policy acquisition costs
|
(179,485
|
)
|
|
(62,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241,905
|
)
|
||||||
Other operating expenses
|
(169,971
|
)
|
|
(12,130
|
)
|
|
—
|
|
|
—
|
|
|
(384
|
)
|
|
(182,485
|
)
|
||||||
Underwriting profit
|
102,541
|
|
|
7,162
|
|
|
—
|
|
|
—
|
|
|
1,810
|
|
|
111,513
|
|
||||||
Net investment income
|
—
|
|
|
—
|
|
|
107,894
|
|
|
122
|
|
|
—
|
|
|
108,016
|
|
||||||
Net investment losses
|
—
|
|
|
—
|
|
|
(122,998
|
)
|
|
—
|
|
|
—
|
|
|
(122,998
|
)
|
||||||
Products revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
294,136
|
|
|
—
|
|
|
294,136
|
|
||||||
Services and other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
97,921
|
|
|
47,375
|
|
|
145,296
|
|
||||||
Products expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(269,697
|
)
|
|
—
|
|
|
(269,697
|
)
|
||||||
Services and other expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,608
|
)
|
|
(43,825
|
)
|
|
(132,433
|
)
|
||||||
Amortization of intangible assets
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,097
|
)
|
|
(18,726
|
)
|
|
(28,823
|
)
|
||||||
Segment profit (loss)
|
$
|
102,541
|
|
|
$
|
7,162
|
|
|
$
|
(15,104
|
)
|
|
$
|
23,777
|
|
|
$
|
(13,366
|
)
|
|
$
|
105,010
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(40,059
|
)
|
|||||||||||
Net foreign exchange losses
|
|
|
|
|
|
|
|
|
|
|
(22,114
|
)
|
|||||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
42,837
|
|
||||||||||
U.S. GAAP combined ratio
(4)
|
89
|
%
|
|
97
|
%
|
|
|
|
|
|
NM
|
|
(5)
|
90
|
%
|
(1)
|
Products expenses and services and other expenses for the Markel Ventures segment include depreciation expense of
$12.7 million
for the
three
months ended
March 31, 2018
.
|
(2)
|
Other represents the total profit (loss) attributable to the Company's operations that are not included in a reportable segment as well as any amortization of intangible assets that are not allocated to a reportable segment.
|
(3)
|
Segment profit for the Markel Ventures segment includes amortization of intangible assets attributable to Markel Ventures. Amortization of intangible assets is not allocated to any other reportable segments.
|
(4)
|
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.
|
(5)
|
NM - Ratio is not meaningful
|
b)
|
The following table reconciles segment assets to the Company's consolidated balance sheets.
|
(dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Segment assets:
|
|
|
|
||||
Investing
|
$
|
19,914,906
|
|
|
$
|
19,100,790
|
|
Underwriting
|
6,869,350
|
|
|
6,451,984
|
|
||
Markel Ventures
|
2,246,296
|
|
|
2,124,506
|
|
||
Total segment assets
|
29,030,552
|
|
|
27,677,280
|
|
||
Other operations
|
5,706,174
|
|
|
5,628,983
|
|
||
Total assets
|
$
|
34,736,726
|
|
|
$
|
33,306,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
(dollars in thousands)
|
Markel Ventures
|
|
Other
|
|
Total
|
|
Markel Ventures
|
|
Other
|
|
Total
|
||||||||||||
Products
|
$
|
333,494
|
|
|
$
|
—
|
|
|
$
|
333,494
|
|
|
$
|
283,473
|
|
|
$
|
—
|
|
|
$
|
283,473
|
|
Services
|
92,647
|
|
|
19,745
|
|
|
112,392
|
|
|
87,442
|
|
|
8,924
|
|
|
96,366
|
|
||||||
Investment management
|
—
|
|
|
40,893
|
|
|
40,893
|
|
|
—
|
|
|
17,289
|
|
|
17,289
|
|
||||||
Total revenues from contracts with customers
|
426,141
|
|
|
60,638
|
|
|
486,779
|
|
|
370,915
|
|
|
26,213
|
|
|
397,128
|
|
||||||
Program services
|
—
|
|
|
24,109
|
|
|
24,109
|
|
|
—
|
|
|
20,697
|
|
|
20,697
|
|
||||||
Other
|
28,622
|
|
|
2,628
|
|
|
31,250
|
|
|
21,142
|
|
|
465
|
|
|
21,607
|
|
||||||
Total
|
$
|
454,763
|
|
|
$
|
87,375
|
|
|
$
|
542,138
|
|
|
$
|
392,057
|
|
|
$
|
47,375
|
|
|
$
|
439,432
|
|
(dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Receivables
|
$
|
282,759
|
|
|
$
|
247,532
|
|
Customer deposits
|
$
|
74,979
|
|
|
$
|
48,238
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Net reserves for losses and loss adjustment expenses, beginning of year
|
$
|
9,214,443
|
|
|
$
|
8,964,945
|
|
Foreign currency movements
|
28,649
|
|
|
50,766
|
|
||
Adjusted net reserves for losses and loss adjustment expenses, beginning of year
|
9,243,092
|
|
|
9,015,711
|
|
||
Incurred losses and loss adjustment expenses:
|
|
|
|
||||
Current accident year
|
757,970
|
|
|
723,208
|
|
||
Prior accident years
|
(70,210
|
)
|
|
(108,067
|
)
|
||
Total incurred losses and loss adjustment expenses
|
687,760
|
|
|
615,141
|
|
||
Payments:
|
|
|
|
||||
Current accident year
|
55,999
|
|
|
62,506
|
|
||
Prior accident years
|
635,980
|
|
|
576,975
|
|
||
Total payments
|
691,979
|
|
|
639,481
|
|
||
Effect of foreign currency rate changes
|
(22
|
)
|
|
(294
|
)
|
||
Net reserves for losses and loss adjustment expenses, end of period
|
9,238,851
|
|
|
8,991,077
|
|
||
Reinsurance recoverable on unpaid losses
|
5,093,814
|
|
|
4,650,860
|
|
||
Gross reserves for losses and loss adjustment expenses, end of period
|
$
|
14,332,665
|
|
|
$
|
13,641,937
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
(dollars in thousands)
|
Direct
|
|
Assumed
|
|
Ceded
|
|
Net Premiums
|
|
Direct
|
|
Assumed
|
|
Ceded
|
|
Net Premiums
|
||||||||||||||||
Underwriting:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Written
|
$
|
1,127,388
|
|
|
$
|
578,097
|
|
|
$
|
(228,632
|
)
|
|
$
|
1,476,853
|
|
|
$
|
1,039,378
|
|
|
$
|
546,313
|
|
|
$
|
(251,557
|
)
|
|
$
|
1,334,134
|
|
Earned
|
1,131,556
|
|
|
287,375
|
|
|
(215,166
|
)
|
|
1,203,765
|
|
|
1,037,935
|
|
|
335,490
|
|
|
(222,523
|
)
|
|
1,150,902
|
|
||||||||
Program services and other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Written
|
517,701
|
|
|
31,856
|
|
|
(549,317
|
)
|
|
240
|
|
|
457,824
|
|
|
3,369
|
|
|
(460,525
|
)
|
|
668
|
|
||||||||
Earned
|
514,952
|
|
|
16,395
|
|
|
(531,135
|
)
|
|
212
|
|
|
422,925
|
|
|
1,452
|
|
|
(424,258
|
)
|
|
119
|
|
||||||||
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Written
|
1,645,089
|
|
|
609,953
|
|
|
(777,949
|
)
|
|
1,477,093
|
|
|
1,497,202
|
|
|
549,682
|
|
|
(712,082
|
)
|
|
1,334,802
|
|
||||||||
Earned
|
$
|
1,646,508
|
|
|
$
|
303,770
|
|
|
$
|
(746,301
|
)
|
|
$
|
1,203,977
|
|
|
$
|
1,460,860
|
|
|
$
|
336,942
|
|
|
$
|
(646,781
|
)
|
|
$
|
1,151,021
|
|
Years Ending December 31,
|
(dollars in thousands)
|
||
2019
|
$
|
43,921
|
|
2020
|
45,531
|
|
|
2021
|
40,744
|
|
|
2022
|
35,123
|
|
|
2023
|
28,426
|
|
|
2024 and thereafter
|
123,222
|
|
|
Total lease payments
|
316,967
|
|
|
Less imputed interest
|
(45,032
|
)
|
|
Total operating lease liabilities
|
$
|
271,935
|
|
(dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Equity securities: Investment in unconsolidated Markel CATCo Fund
|
$
|
18,847
|
|
|
$
|
27,547
|
|
Other
|
1,232
|
|
|
1,082
|
|
||
Total Assets
|
$
|
20,079
|
|
|
$
|
28,629
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Note payable
|
$
|
24,875
|
|
|
$
|
24,875
|
|
Other
|
200
|
|
|
200
|
|
||
Total Liabilities
|
$
|
25,075
|
|
|
$
|
25,075
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share amounts)
|
2019
|
|
2018
|
||||
Net income (loss) to shareholders
|
$
|
576,427
|
|
|
$
|
(64,306
|
)
|
Adjustment of redeemable noncontrolling interests
|
18,361
|
|
|
5,051
|
|
||
Adjusted net income (loss) to shareholders
|
$
|
594,788
|
|
|
$
|
(59,255
|
)
|
|
|
|
|
||||
Basic common shares outstanding
|
13,895
|
|
|
13,932
|
|
||
Dilutive potential common shares from restricted stock units and restricted stock
|
16
|
|
|
—
|
|
||
Diluted shares outstanding
|
13,911
|
|
|
13,932
|
|
||
Basic net income (loss) per share
|
$
|
42.81
|
|
|
$
|
(4.25
|
)
|
Diluted net income (loss) per share
(1)
|
$
|
42.76
|
|
|
$
|
(4.25
|
)
|
(1)
|
The impact of restricted stock units and restricted stock of
27 thousand
shares was excluded from the computation of diluted earnings per share for the
three
months ended
March 31, 2018
because the effect would have been anti-dilutive.
|
(dollars in thousands)
|
Unrealized Holding Gains
on Available-for-Sale Securities
|
|
Foreign Currency
|
|
Net Actuarial Pension Loss
|
|
Total
|
||||||||
December 31, 2017
|
$
|
2,477,973
|
|
|
$
|
(74,003
|
)
|
|
$
|
(58,399
|
)
|
|
$
|
2,345,571
|
|
Cumulative effect of adoption of ASU No. 2016-01
|
(2,626,265
|
)
|
|
2,492
|
|
|
—
|
|
|
(2,623,773
|
)
|
||||
Cumulative effect of adoption of ASU No. 2018-02
|
401,539
|
|
|
—
|
|
|
—
|
|
|
401,539
|
|
||||
January 1, 2018
|
253,247
|
|
|
(71,511
|
)
|
|
(58,399
|
)
|
|
123,337
|
|
||||
Other comprehensive income (loss) before reclassifications
|
(116,922
|
)
|
|
4,911
|
|
|
664
|
|
|
(111,347
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
814
|
|
|
—
|
|
|
—
|
|
|
814
|
|
||||
Total other comprehensive income (loss)
|
(116,108
|
)
|
|
4,911
|
|
|
664
|
|
|
(110,533
|
)
|
||||
March 31, 2018
|
$
|
137,139
|
|
|
$
|
(66,600
|
)
|
|
$
|
(57,735
|
)
|
|
$
|
12,804
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
$
|
48,060
|
|
|
$
|
(86,652
|
)
|
|
$
|
(56,058
|
)
|
|
$
|
(94,650
|
)
|
Other comprehensive income before reclassifications
|
152,331
|
|
|
2,372
|
|
|
1,361
|
|
|
156,064
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(246
|
)
|
|
—
|
|
|
—
|
|
|
(246
|
)
|
||||
Total other comprehensive income
|
152,085
|
|
|
2,372
|
|
|
1,361
|
|
|
155,818
|
|
||||
March 31, 2019
|
$
|
200,145
|
|
|
$
|
(84,280
|
)
|
|
$
|
(54,697
|
)
|
|
$
|
61,168
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Change in net unrealized gains on available-for-sale investments:
|
|
|
|
||||
Net holding gains (losses) arising during the period
|
$
|
40,818
|
|
|
$
|
(28,230
|
)
|
Reclassification adjustments for net gains (losses) included in net income (loss)
|
(66
|
)
|
|
217
|
|
||
Change in net unrealized gains on available-for-sale investments
|
40,752
|
|
|
(28,013
|
)
|
||
Change in foreign currency translation adjustments
|
—
|
|
|
766
|
|
||
Change in net actuarial pension loss
|
362
|
|
|
136
|
|
||
Total
|
$
|
41,114
|
|
|
$
|
(27,111
|
)
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Unrealized holding gains on available-for-sale investments:
|
|
|
|
||||
Net realized investment gains (losses), excluding other-than-temporary impairment losses
|
312
|
|
|
(1,031
|
)
|
||
Income taxes
|
(66
|
)
|
|
217
|
|
||
Reclassification of unrealized holding gains (losses), net of taxes
|
$
|
246
|
|
|
$
|
(814
|
)
|
|
|
|
|
||||
Net actuarial pension loss:
|
|
|
|
||||
Underwriting, acquisition and insurance expenses
|
$
|
(1,723
|
)
|
|
$
|
(800
|
)
|
Income taxes
|
362
|
|
|
136
|
|
||
Reclassification of net actuarial pension loss, net of taxes
|
$
|
(1,361
|
)
|
|
$
|
(664
|
)
|
•
|
Underwriting - our underwriting operations are comprised of our risk-bearing insurance and reinsurance operations
|
•
|
Investing - our investing activities are primarily related to our underwriting operations
|
•
|
Markel Ventures - our Markel Ventures operations include our controlling interests in a diverse portfolio of businesses that operate outside of the specialty insurance marketplace
|
•
|
Insurance-linked securities - our insurance-linked securities operations include investment fund managers that offer a variety of investment products, including insurance-linked securities, catastrophe bonds, insurance swaps and weather derivatives
|
•
|
Program Services - our program services business serves as a fronting platform that provides other insurance companies access to the U.S. property and casualty insurance market
|
•
|
ASU No. 2016-13,
Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
•
|
ASU No. 2018-12,
Financial Services—Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts
|
•
|
ASU No. 2018-15,
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Insurance segment underwriting profit
|
$
|
52,083
|
|
|
$
|
102,541
|
|
Reinsurance segment underwriting profit
|
3,356
|
|
|
7,162
|
|
||
Net investment income
(1)
|
113,930
|
|
|
107,894
|
|
||
Net investment gains (losses)
|
612,191
|
|
|
(122,998
|
)
|
||
Markel Ventures segment profit
(2)
|
29,912
|
|
|
23,777
|
|
||
Other operations
(3)
|
(16,642
|
)
|
|
(13,366
|
)
|
||
Interest expense
|
(40,290
|
)
|
|
(40,059
|
)
|
||
Net foreign exchange losses
|
(21,864
|
)
|
|
(22,114
|
)
|
||
Income tax expense
|
(155,163
|
)
|
|
(108,431
|
)
|
||
Net loss (income) attributable to noncontrolling interests
|
(1,086
|
)
|
|
1,288
|
|
||
Net income (loss) to shareholders
|
$
|
576,427
|
|
|
$
|
(64,306
|
)
|
(1)
|
Net investment income attributable to Markel Ventures is included in segment profit for Markel Ventures. All other net investment income is attributable to the investing segment.
|
(2)
|
Segment profit for the Markel Ventures segment includes amortization of intangible assets attributable to Markel Ventures. Amortization of intangible assets is not allocated to any other reportable segments.
|
(3)
|
Other operations represents the total profit (loss) attributable to the Company's operations that are not included in a reportable segment as well as any amortization of intangible assets that is not allocated to a reportable segment.
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Gross premium volume
(1)
|
$
|
1,705,725
|
|
|
$
|
1,586,359
|
|
Net written premiums
|
1,477,093
|
|
|
1,334,802
|
|
||
Net retention
(1)
|
87
|
%
|
|
84
|
%
|
||
Earned premiums
|
1,203,977
|
|
|
1,151,021
|
|
||
Losses and loss adjustment expenses
|
687,746
|
|
|
615,118
|
|
||
Underwriting, acquisition and insurance expenses
|
455,212
|
|
|
424,390
|
|
||
Underwriting profit
|
61,019
|
|
|
111,513
|
|
||
|
|
|
|
||||
U.S. GAAP Combined Ratios
|
|
|
|
||||
Insurance
|
95
|
%
|
|
89
|
%
|
||
Reinsurance
|
99
|
%
|
|
97
|
%
|
||
Markel Corporation (Consolidated)
|
95
|
%
|
|
90
|
%
|
(1)
|
Gross premium volume and net retention for the
three
months ended
March 31, 2019
and
2018
exclude $549.3 million and $460.5 million, respectively, of written premiums attributable to our program services business and other fronting arrangements that were ceded.
|
•
|
The Insurance segment's combined ratio for the
three
months ended
March 31, 2019
included
$72.6 million
of favorable development on prior accident years' loss reserves compared to
$119.2 million
for the same period in
2018
. The decrease in favorable development was primarily due to modest adverse development on our professional liability and marine and energy product lines in
2019
compared to favorable development in
2018
. The favorable development on the marine and energy product lines in 2018 was largely attributable to favorable development on catastrophes that occurred in 2017. Additionally, the benefit of favorable development on the combined ratio was reduced in
2019
as a result of higher earned premiums in
2019
compared to
2018
. For the
three
months ended
March 31, 2019
, favorable development was most significant on our general liability product lines across several accident years and on our workers' compensation product lines, primarily on the 2016 and 2017 accident years. The favorable development on prior years' loss reserves in
2018
was most significant on our general liability, professional liability, marine and energy and workers' compensation product lines.
|
•
|
The expense ratio was flat compared to the prior year. Higher profit sharing expenses and a lower benefit from ceding commissions were offset by the favorable impact from higher earned premiums in
2019
compared to
2018
.
|
•
|
The current accident year loss ratio for the
three
months ended
March 31, 2019
decreased compared to the same period in
2018
primarily due to net favorable premium adjustments in
2019
compared to net unfavorable premium adjustments in
2018
.
|
•
|
The Reinsurance segment's combined ratio for the
three
months ended
March 31, 2019
included
$11.3 million
of adverse development on prior accident years' loss reserves compared to
$13.1 million
for the same period in
2018
. For the
three
months ended
March 31, 2019
, prior years' loss reserves included
$12.8 million
of adverse development on catastrophes, or six points on the Reinsurance segment combined ratio, primarily related to catastrophe events that occurred in 2018. For the
three
months ended
March 31, 2018
, prior years' loss reserves included
$12.3 million
of adverse development, or five points on the Reinsurance segment combined ratio, related to catastrophe events that occurred in 2017. For the
three
months ended
March 31, 2019
, favorable development was most significant on our surety and aviation product lines, primarily on the 2013 accident year, and on our whole account product line across several accident years. Favorable development on prior years' loss reserves in
2018
was most significant on our surety and marine and energy product lines.
|
•
|
The expense ratio for the
three
months ended
March 31, 2019
increased compared to the same period of
2018
due to higher profit sharing expenses and a lower benefit from ceding commissions in
2019
compared to
2018
.
|
Gross Premium Volume
|
|
|
|
||||
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Insurance
|
$
|
1,192,848
|
|
|
$
|
1,093,362
|
|
Reinsurance
|
513,377
|
|
|
492,333
|
|
||
Other underwriting
|
(740
|
)
|
|
(4
|
)
|
||
Total Underwriting
|
1,705,485
|
|
|
1,585,691
|
|
||
Program Services and other
|
549,557
|
|
|
461,193
|
|
||
Total
|
$
|
2,255,042
|
|
|
$
|
2,046,884
|
|
Net Written Premiums
|
|
|
|
||||
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Insurance
|
$
|
998,358
|
|
|
$
|
912,979
|
|
Reinsurance
|
478,967
|
|
|
421,058
|
|
||
Other underwriting
|
(472
|
)
|
|
97
|
|
||
Total Underwriting
|
1,476,853
|
|
|
1,334,134
|
|
||
Program Services and other
|
240
|
|
|
668
|
|
||
Total
|
$
|
1,477,093
|
|
|
$
|
1,334,802
|
|
Earned Premiums
|
|
|
|
||||
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Insurance
|
$
|
973,727
|
|
|
$
|
902,851
|
|
Reinsurance
|
230,510
|
|
|
247,964
|
|
||
Other underwriting
|
(472
|
)
|
|
97
|
|
||
Total Underwriting
|
1,203,765
|
|
|
1,150,912
|
|
||
Program Services and other
|
212
|
|
|
109
|
|
||
Total
|
$
|
1,203,977
|
|
|
$
|
1,151,021
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Net investment income
|
$
|
114,182
|
|
|
$
|
108,016
|
|
Net investment gains (losses)
|
$
|
612,191
|
|
|
$
|
(122,998
|
)
|
Change in net unrealized investment gains on available-for-sale securities
|
$
|
218,649
|
|
|
$
|
(144,121
|
)
|
Investment yield
(1)
|
0.8
|
%
|
|
0.7
|
%
|
||
Taxable equivalent total investment return, before foreign currency effect
|
5.3
|
%
|
|
(0.9
|
)%
|
||
Taxable equivalent total investment return
|
5.4
|
%
|
|
(0.5
|
)%
|
(1)
|
Investment yield reflects net investment income as a percentage of monthly average invested assets at cost.
|
(1)
|
Investment yield reflects net investment income as a percentage of monthly average invested assets at amortized cost.
|
(2)
|
Adjustment to tax-exempt interest and dividend income to reflect a taxable equivalent basis.
|
(3)
|
Adjustment to reflect the impact of changes in foreign currency exchange rates and time-weighting the inputs to the calculation of taxable equivalent total investment return.
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Operating revenues
|
$
|
455,015
|
|
|
$
|
392,057
|
|
Operating income
|
$
|
29,912
|
|
|
$
|
23,777
|
|
EBITDA
|
$
|
54,744
|
|
|
$
|
46,597
|
|
Net income to shareholders
|
$
|
15,167
|
|
|
$
|
13,611
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Markel Ventures operating income
|
29,912
|
|
|
23,777
|
|
||
Depreciation expense
|
14,025
|
|
|
12,723
|
|
||
Amortization of intangible assets
|
10,807
|
|
|
10,097
|
|
||
Markel Ventures EBITDA
|
$
|
54,744
|
|
|
$
|
46,597
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
(dollars in thousands)
|
Operating Revenues
|
|
Operating Expenses
|
|
Operating Revenues
|
|
Operating Expenses
|
||||||||
Services and other
|
|
|
|
|
|
|
|
||||||||
Insurance-linked securities
|
$
|
53,408
|
|
|
$
|
60,584
|
|
|
$
|
17,289
|
|
|
$
|
18,443
|
|
Program services
|
24,789
|
|
|
5,552
|
|
|
21,589
|
|
|
9,510
|
|
||||
Life and annuity
|
421
|
|
|
6,552
|
|
|
465
|
|
|
7,651
|
|
||||
Other
|
8,757
|
|
|
7,048
|
|
|
8,032
|
|
|
8,221
|
|
||||
|
87,375
|
|
|
79,736
|
|
|
47,375
|
|
|
43,825
|
|
||||
Amortization of intangible assets
(1)
|
|
|
29,861
|
|
|
|
|
18,726
|
|
||||||
Total
|
$
|
87,375
|
|
|
$
|
109,597
|
|
|
$
|
47,375
|
|
|
$
|
62,551
|
|
(1)
|
Excludes amortization of intangible assets attributable to Markel Ventures, which is included in the Markel Ventures segment. Amortization of intangible assets is not allocated to any of our other operations.
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Effective tax rate
|
21
|
%
|
|
253
|
%
|
Impact of election to tax U.K. subsidiaries as U.S. taxpayers on effective tax rate
|
—
|
|
|
(232
|
)
|
Impact of other discrete items on effective tax rate
|
(2
|
)
|
|
(2
|
)
|
Estimated annual effective tax rate
|
19
|
%
|
|
19
|
%
|
•
|
our expectations about future results of our underwriting, investing, Markel Ventures and other operations are based on current knowledge and assume no significant man-made or natural catastrophes, no significant changes in products or personnel and no adverse changes in market conditions;
|
•
|
the effect of cyclical trends on our underwriting, investing, Markel Ventures and other operations, including demand and pricing in the insurance, reinsurance and other markets in which we operate;
|
•
|
actions by competitors, including the application of new or "disruptive" technologies or business models and consolidation, and the effect of competition on market trends and pricing;
|
•
|
the frequency and severity of man-made and natural catastrophes (including earthquakes, fires and weather-related catastrophes) may exceed expectations, are unpredictable and, in the case of fires and weather-related catastrophes, may be exacerbated if, as many forecast, conditions in the oceans and atmosphere result in increased hurricane, flood, drought or other adverse weather-related activity;
|
•
|
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 legal and social trends, and inherent uncertainties in the loss estimation process can adversely impact the adequacy of our loss reserves and our allowance for reinsurance recoverables;
|
•
|
reinsurance reserves are subject to greater uncertainty than insurance reserves, primarily because of reliance upon the original underwriting decisions made by ceding companies and the longer lapse of time from the occurrence of loss events to their reporting to the reinsurer for ultimate resolution;
|
•
|
changes in the assumptions and estimates used in establishing reserves for our life and annuity reinsurance book (which is in runoff), for example, changes in assumptions and estimates of mortality, longevity, morbidity and interest rates, could result in material increases in our estimated loss reserves for such business;
|
•
|
adverse developments in insurance coverage litigation or other legal or administrative proceedings could result in material increases in our estimates of loss reserves;
|
•
|
changes in the availability, costs and quality of reinsurance coverage, which may impact our ability to write or continue to write certain lines of business;
|
•
|
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 may not be sufficient to cover a reinsurer's obligation to us;
|
•
|
after the commutation of ceded reinsurance contracts, any subsequent adverse development in the re-assumed loss reserves will result in a charge to earnings;
|
•
|
regulatory actions can impede our ability to charge adequate rates and efficiently allocate capital;
|
•
|
general economic and market conditions and industry specific conditions, including extended economic recessions or expansions; prolonged periods of slow economic growth; inflation or deflation; fluctuations in foreign currency exchange rates, commodity and energy prices and interest rates; volatility in the credit and capital markets; and other factors;
|
•
|
economic conditions, actual or potential defaults in municipal bonds or sovereign debt obligations, volatility in interest and foreign currency exchange rates and changes in market value of concentrated investments can have a significant impact on the fair value of our fixed maturity and equity securities, as well as the carrying value of our other assets and liabilities, and this impact may be heightened by market volatility;
|
•
|
economic conditions may adversely affect our access to capital and credit markets;
|
•
|
the effects of government intervention, including material changes in the monetary policies of central banks, to address financial downturns and economic and currency concerns;
|
•
|
the impacts that political and civil unrest and regional conflicts may have on our businesses and the markets they serve or that any disruptions in regional or worldwide economic conditions generally arising from these situations may have on our businesses, industries or investments;
|
•
|
the impacts that health epidemics and pandemics may have on our business operations and claims activity;
|
•
|
the impact on our businesses in the event of a repeal, in part or in whole, or modification of U.S. health care reform legislation and regulations;
|
•
|
changes in U.S. tax laws, regulations or interpretations, including those relating to the Tax Cuts and Jobs Act, 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 of our enterprise information technology systems and those maintained by third parties upon which we may rely, or a failure to comply with data protection or privacy regulations;
|
•
|
our acquisitions may increase our operational and control risks for a period of time;
|
•
|
we may not realize the contemplated benefits, including cost savings and synergies, of our acquisitions;
|
•
|
any determination requiring the write-off of a significant portion of our goodwill and intangible assets;
|
•
|
the failure or inadequacy of any loss limitation methods we employ;
|
•
|
the loss of services of any executive officer or other key personnel could adversely impact one or more of our operations;
|
•
|
our substantial international operations and investments expose us to increased political, operational and economic risks, including foreign currency exchange rate and credit risk;
|
•
|
the political, legal, regulatory, financial, tax and general economic impacts, and other impacts we cannot anticipate, related to the vote by the United Kingdom to leave the European Union (Brexit), which could have adverse consequences for our businesses, particularly our London-based international insurance operations;
|
•
|
our ability to obtain additional capital for our operations on terms favorable to us;
|
•
|
our compliance, or failure to comply, with covenants and other requirements under our revolving credit facility, senior debt and other indebtedness;
|
•
|
our ability to maintain or raise third party capital for existing or new investment vehicles and risks related to our management of third party capital;
|
•
|
the effectiveness of our procedures for compliance with existing and future guidelines, policies and legal and regulatory standards, rules, laws and regulations;
|
•
|
the impact of economic and trade sanctions and embargo programs on our businesses, including instances in which the requirements and limitations applicable to the global operations of U.S. companies and their affiliates are more restrictive than, or conflict with, those applicable to non-U.S. companies and their affiliates;
|
•
|
regulatory changes, or challenges by regulators, regarding the use of certain issuing carrier or fronting arrangements;
|
•
|
our dependence on a limited number of brokers for a large portion of our revenues and third-party capital;
|
•
|
adverse changes in our assigned financial strength or debt ratings 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 outside our control;
|
•
|
losses from litigation and regulatory investigations and actions; and
|
•
|
a number of additional factors may adversely affect our Markel Ventures operations, and the markets they serve, and negatively impact their revenues and profitability, including, among others: adverse weather conditions, plant disease and other contaminants; changes in government support for education, healthcare and infrastructure projects; changes in capital spending levels; changes in the housing market; liability for environmental matters; volatility in the market prices for their products; and volatility in commodity prices and interest and foreign currency exchange rates.
|
•
|
the inquiries by the U.S. Department of Justice, U.S. Securities and Exchange Commission and Bermuda Monetary Authority into loss reserves recorded in late 2017 and early 2018 at Markel CATCo Re (the Markel CATCo Inquiries) may have an adverse impact on the operations of MCIM and may result in adverse findings, reputational damage, the imposition of sanctions, increased costs, litigation and other negative consequences;
|
•
|
management time and resources may be diverted to address the Markel CATCo Inquiries, as well as related litigation;
|
•
|
the departure of two former MCIM executives, the lawsuits brought by these two former MCIM executives and the ongoing leadership transition at MCIM, may materially and adversely impact MCIM’s business, operations, results of operations and prospects; and
|
•
|
the Markel CATCo Inquiries and the departure of two former MCIM executives, as well as the results of the special redemption opportunity that was offered to investors in the Markel CATCo Funds, will continue to adversely impact MCIM’s ability to maintain or raise capital.
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||||
Period
|
Total
Number of
Shares
Purchased
|
|
Average
Price
Paid per
Share
|
|
Total
Number of
Shares
Purchased as
Part
of Publicly
Announced
Plans
or Programs
(1)
|
|
Approximate
Dollar
Value of
Shares that
May Yet Be
Purchased
Under
the Plans or
Programs
(in thousands)
|
||||||
January 1, 2019 through January 31, 2019
|
13,333
|
|
|
$
|
1,032.60
|
|
|
13,333
|
|
|
$
|
264,842
|
|
February 1, 2019 through February 28, 2019
|
11,020
|
|
|
$
|
1,026.43
|
|
|
11,020
|
|
|
$
|
253,531
|
|
March 1, 2019 through March 31, 2019
|
11,600
|
|
|
$
|
990.13
|
|
|
11,600
|
|
|
$
|
242,045
|
|
Total
|
35,953
|
|
|
$
|
1,017.01
|
|
|
35,953
|
|
|
$
|
242,045
|
|
(1)
|
The Board of Directors approved the repurchase of up to $300 million of our common stock pursuant to a share repurchase program publicly announced on May 14, 2018 (the Program). Under the Program, we may repurchase outstanding shares of our common stock from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. The Program has no expiration date but may be terminated by the Board of Directors at any time.
|
Exhibit No.
|
Document Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**
|
Filed with this report.
|
|
Markel Corporation
|
|
|
|
|
|
By:
|
/s/ Thomas S. Gayner
|
|
|
Thomas S. Gayner
|
|
|
Co-Chief Executive Officer
|
|
|
(Co-Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ Richard R. Whitt, III
|
|
|
Richard R. Whitt, III
|
|
|
Co-Chief Executive Officer
|
|
|
(Co-Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ Jeremy A. Noble
|
|
|
Jeremy A. Noble
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
AWARDED TO
|
AWARD DATE
|
VESTING SCHEDULE
1
|
|
XXXXX
|
XXXXX
|
VESTING
|
PERCENTAGE
|
|
|
DATE
XXXXX
|
OF UNITS
100%
|
1.
|
Vesting For Units
. If the Participant has not separated from service before the Vesting Date, the Units will become vested and non-forfeitable, and the Company will issue to the Participant for each vested Unit a share of Company Stock on that date (or such later date as may be elected by the Participant pursuant to a valid deferral election in accordance with procedures determined by the Company) or, in either case, as soon as administratively practicable (but in any event no later than 90 days) thereafter.
|
2.
|
Forfeiture of Units
. If the Participant separates from service before the Vesting Date in circumstances other than as described in this Section 2 any unvested Units will be forfeited. If the Participant separates from service due to death or Disability before the Vesting Date, the number of Units set forth in this Award will become fully vested and non-forfeitable as of the date of the Participant’s death or Disability, and shares will be issued on such date or as soon as administratively practicable (but in any event no later than 90 days) thereafter. If the Participant separates from service before the Vesting Date and the Committee or its designee so authorized determines that forfeiture should not occur because the Participant had an approved separation of service, the unvested Units will become fully vested and non-forfeitable, to the extent determined by the Committee or its designee so authorized, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 4 below. The determination whether the Participant had an approved separation of service shall be completely in the discretion of the Committee or its designee so authorized.
|
3.
|
Change in Control
. Any unvested Units will become fully vested and non-forfeitable if, within 12 months after a Change in Control, the Participant separates from service due to Involuntary Termination. For this purpose, Involuntary Termination means that the Participant’s employment is involuntarily terminated without Cause or the Participant terminates his employment for Good Reason. In either case, shares will be issued for such Units on the otherwise applicable Vesting Date, subject to Section 4 below.
|
4.
|
Six Month Delay for Specified Employees
. With respect to a Participant who separates from service before the Vesting Date as set forth in Section 2 above, other than by reason of death or Disability, or in Section 3, if such Participant is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code and the generally applicable Internal Revenue Service guidance thereunder) on the date of his separation, then, notwithstanding anything in Sections 2 or 3 to the contrary, no shares will be issued for his Units until the date that is six months after the date of his separation (or until the date of his death, if earlier). Any shares which the Participant would otherwise have been entitled to receive during the first six months following the date of his separation will be issued instead on the date which is six months after the date of his separation (or on the date of his death, if earlier). Whether the Participant is a “specified employee” will be determined under guidelines established by the Company for this purpose.
|
5.
|
Separation from Service Defined
. References throughout this Agreement to the Participant’s “separation from service” and variations thereof will have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations, as amended from time to time, applying the default terms thereof.
|
6.
|
Forfeiture and Restitution
. If during the period of the Participant’s employment and one year thereafter, the Participant (1) becomes associated with, recruits or solicits customers or other employees of the Employer for, is employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined by the Committee) any business that is in competition with Markel or its Subsidiaries, (2) has his employment terminated by his Employer for Cause, (3) discloses the terms of this Agreement to any person other than, on a confidential basis, to his spouse, attorneys, accountants or financial advisors or in response to a court order, or (4) engages in, or has engaged in, conduct which the Committee determines to be detrimental to the interests of Markel, the Committee may, in its sole discretion, (A) cancel this Award, and/or (B) require the Participant to repay by delivery of an equivalent number of shares any payment received under this Award within the previous two years. In addition, this Award shall be subject to any recoupment or clawback policy that is adopted by, or applicable to, the Company, pursuant to any requirement of law or any exchange listing requirement related to clawback or other recovery of incentive compensation. The provisions of this Section 6 are material consideration for this Award, which would not have been granted had Participant not agreed to them.
|
7.
|
Transfer Restrictions
. The Participant’s rights to the Units are not subject to sale, assignment, transfer, pledge, hypothecation or encumbrance.
|
8.
|
Tax Withholding
. Unless alternative arrangements satisfactory to the Company are made, the Company will withhold from the payment for the vested Units shares with a Fair Market Value equal to the minimum amount of any foreign, federal, state, or local income, employment or other taxes imposed on the payment required to be withheld by law. The Fair Market Value will be determined on the Vesting Date.
|
9.
|
Binding Effect
. Subject to the limitations stated above, this Agreement will be binding upon and inure to the benefit of the Participant's legatees, distributees, and personal representatives and the successors of the Company.
|
10.
|
Change in Capital Structure
. The Units will be adjusted as the Committee determines is equitably required in the event of a dividend in the form of stock, spin-off, stock split-up, subdivision or consolidation of shares of Company Stock or other similar changes in capitalization.
|
11.
|
Interpretation
. This Agreement will be construed under and be governed by the laws of the Commonwealth of Virginia. THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA OR THE CIRCUIT COURT FOR THE COUNTY OF HENRICO WILL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THE PLAN OR THIS AGREEMENT.
|
12.
|
Code Section 409A
. This Agreement is intended to comply with the applicable requirements of Sections 409A(a)(2) through (4) of the Code, and will be interpreted to the extent context reasonably permits in accordance with this intent. The parties agree to modify this Agreement or the timing (but not the amount) of any payment to the extent necessary to comply with Section 409A of the Code and avoid application of any taxes, penalties, or interest thereunder. However, in the event that any amounts payable under this Agreement are subject to any taxes, penalties or interest under Section 409A of the Code or otherwise, the Participant will be solely liable for the payment thereof.
|
13.
|
By accepting any benefits under this Agreement, Participant is accepting all the provisions hereof, including without limitation Section 6 hereof.
|
AWARDED TO
|
AWARD DATE
|
VESTING SCHEDULE
1
|
|
XXXXX
|
XXXXX
|
VESTING
|
PERCENTAGE
|
|
|
DATE
XXXXX
|
OF UNITS
100%
|
1.
|
Performance Conditions
: The performance conditions are set forth on Exhibit A. Upon certification by the Committee of the completion of the performance conditions, the dollar equivalent of the percentage of salary will be determined. The Participant will receive a number of Units determined by dividing the dollar equivalent by the Fair Market Value of a share of Company Stock on the date that the completion of the performance conditions is certified by the Committee or its designee (the “Determination Date”). No Units will be awarded hereunder if the Participant separates from service for any reason before the Determination Date.
|
2.
|
Vesting For Units
. If the Participant has not separated from service before the Vesting Date, the Units will become vested and non-forfeitable, and the Company will issue to the Participant for each vested Unit a share of Company Stock on that date (or such later date as may be elected by the Participant pursuant to a valid deferral election in accordance with procedures determined by the Company) or, in either case, as soon as administratively practicable (but in any event no later than 90 days) thereafter.
|
3.
|
Forfeiture of Units
. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(e) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, death or Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of whole months from January 1 of the calendar year following the calendar year in which the Award Date occurs until the date of termination divided by 36, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted, in both instances, due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) or (e) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below.
|
(a)
|
The Participant separates from service due to Retirement, death or Disability;
|
(b)
|
The Participant separates from service due to Early Retirement;
|
(c)
|
The Participant separates from service or his employment is interrupted due to military service;
|
(d)
|
The Participant separates from service due to Early Retirement with at least twenty-five (25) consecutive years of service with the Company and its subsidiaries since the Participant’s most recent hire date; or
|
(e)
|
Paragraph (a) does not apply, but the Committee or its designee so authorized determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee or its designee so authorized will in his or her sole discretion determine whether or not to apply this provision.
|
4.
|
Change in Control
. Any unvested Units will become fully vested and non-forfeitable if, within 12 months after a Change in Control, the Participant separates from service due to Involuntary Termination. For this purpose, Involuntary Termination means that the Participant’s employment is involuntarily terminated without Cause or the Participant terminates his employment for Good Reason. In either case, shares will be issued for such Units on the otherwise applicable Vesting Date, subject to Section 5 below.
|
5.
|
Six Month Delay for Specified Employees
. With respect to a Participant who separates from service due to Retirement before the Vesting Date as set forth in Section 3(a) above, or who separates from service before the Vesting Date as set forth in Sections 3(b), (c), (d), or (e) above or in Section 4, if such Participant is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code and the generally applicable Internal Revenue Service guidance thereunder) on the date of his separation, then, notwithstanding anything in Sections 3 or 4 to the contrary, no shares will be issued for his Units until the date that is six months after the date of his separation (or until the date of his death, if earlier). Any shares which the Participant would otherwise have been entitled to receive during the first six months following the date of his separation will be issued instead on the date which is six months after the date of his separation (or on the date of his death, if earlier). Whether the Participant is a “specified employee” will be determined under guidelines established by the Company for this purpose.
|
6.
|
Separation from Service Defined
. References throughout this Agreement to the Participant’s “separation from service” and variations thereof will have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations, as amended from time to time, applying the default terms thereof.
|
7.
|
Forfeiture and Restitution
. If during the period of the Participant’s employment and one year thereafter, the Participant (1) becomes associated with, recruits or solicits customers or other employees of the Employer for, is employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined by the Committee) any business that is in competition with Markel or its Subsidiaries, (2) has his employment terminated by his Employer for Cause, (3) discloses the terms of this Agreement to any person other than, on a confidential basis, to his spouse, attorneys, accountants or financial advisors or in response to a court order, or (4) engages in, or has engaged in, conduct which the Committee determines to be detrimental to the interests of Markel, the Committee may, in its sole discretion, (A) cancel this Award, and/or (B) require the Participant to repay by delivery of an equivalent number of shares any payment received under this Award within the previous two years. In addition, this Award shall be subject to any recoupment or clawback policy that is adopted by, or applicable to, the Company, pursuant to any requirement of law or any exchange listing requirement related to clawback or other recovery of incentive compensation. The provisions of this Section 7 are material consideration for this Award, which would not have been granted had Participant not agreed to them.
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8.
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Transfer Restrictions
. The Participant’s rights to the Units are not subject to sale, assignment, transfer, pledge, hypothecation or encumbrance.
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9.
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Tax Withholding
. Unless alternative arrangements satisfactory to the Company are made, the Company will withhold from the payment for the vested Units shares with a Fair Market Value equal to the minimum amount of any foreign, federal, state, or local income, employment or other taxes imposed on the payment required to be withheld by law. The Fair Market Value will be determined on the Vesting Date.
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10.
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Binding Effect
. Subject to the limitations stated above, this Agreement will be binding upon and inure to the benefit of the Participant's legatees, distributees, and personal representatives and the successors of the Company.
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11.
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Change in Capital Structure
. The Units will be adjusted as the Committee determines is equitably required in the event of a dividend in the form of stock, spin-off, stock split-up, subdivision or consolidation of shares of Company Stock or other similar changes in capitalization.
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12.
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Interpretation
. This Agreement will be construed under and be governed by the laws of the Commonwealth of Virginia. THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA OR THE CIRCUIT COURT FOR THE COUNTY OF HENRICO WILL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THE PLAN OR THIS AGREEMENT.
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13.
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Code Section 409A
. This Agreement is intended to comply with the applicable requirements of Sections 409A(a)(2) through (4) of the Code, and will be interpreted to the extent context reasonably permits in accordance with this intent. The parties agree to modify this Agreement or the timing (but not the amount) of any payment to the extent necessary to comply with Section 409A of the Code and avoid application of any taxes, penalties, or interest thereunder. However, in the event that any amounts payable under this Agreement are subject to any taxes, penalties or interest under Section 409A of the Code or otherwise, the Participant will be solely liable for the payment thereof.
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14.
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By accepting any benefits under this Agreement, Participant is accepting all the provisions hereof, including without limitation Section 7 hereof.
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1.
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I have reviewed this quarterly report on Form 10-Q of Markel Corporation;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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April 30, 2019
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|
/s/ Thomas S. Gayner
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|
|
Thomas S. Gayner
|
|
|
Co-Chief Executive Officer
|
|
|
(Co-Principal Executive Officer)
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1.
|
I have reviewed this quarterly report on Form 10-Q of Markel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
April 30, 2019
|
|
/s/ Richard R. Whitt, III
|
|
|
Richard R. Whitt, III
|
|
|
Co-Chief Executive Officer
|
|
|
(Co-Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Markel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
April 30, 2019
|
|
/s/ Jeremy A. Noble
|
|
|
Jeremy A. Noble
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Thomas S. Gayner
|
|
Thomas S. Gayner
|
|
Co-Chief Executive Officer
|
|
(Co-Principal Executive Officer)
|
|
April 30, 2019
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Richard R. Whitt, III
|
|
Richard R. Whitt, III
|
|
Co-Chief Executive Officer
|
|
(Co-Principal Executive Officer)
|
|
April 30, 2019
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jeremy A. Noble
|
|
Jeremy A. Noble
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
April 30, 2019
|
|