01—Abstract
Summary
Summary of the 10-K/A filed June 17, 2010. Cited figures are marked; the original filing is the authoritative source.
This Form 10-K/A (Amendment No. 1) from Markel Corporation for the fiscal year ended December 31, 2009 was filed in response to SEC staff comments.
It does not contain full financial statements or a business overview. Its purpose is narrow: it restates Item 9A (Controls and Procedures) to state more clearly the CEO and CFO conclusions on disclosure controls, and it amends portions of Part III information incorporated from the 2010 Proxy Statement, including nominee biographies for Alan I. Kirshner, Anthony F.
Markel, Steven A. Markel and Jay M. Weinberg, and a paragraph on the Nominating/Corporate Governance Committee.
The CEO and CFO concluded that effective Disclosure Controls were in place as of December 31, 2009. The filing states that there were no changes in internal control over financial reporting during the fourth quarter of 2009 that materially affected, or were reasonably likely to materially affect, those controls. The reference to the auditor's attestation report on internal control is left blank in this amendment.
The governance disclosures show a board of ten directors, with the company describing itself as having grown from approximately $60 milliona in total assets to over $10 billion under the senior management team of Mr. Kirshner, Anthony Markel and Steven Markel. The filing identifies the Board's independence determinations under NYSE rules, the committee memberships, and Section 16(a) late Form 4 reports for two transactions. The original Form 10-K, filed March 1, 2010, contains the financial results and is referenced but not included here.
02—Key points
Key Highlights
- Amendment filed in response to SEC staff comments, revising Item 9A to more clearly state CEO and CFO conclusions on disclosure controls effectiveness
- CEO and CFO concluded that effective Disclosure Controls were in place as of December 31, 2009
- No changes in internal control over financial reporting during Q4 2009 that materially affected or were reasonably likely to materially affect it
- Board of ten directors; Mr. Kirshner has been Chairman and CEO since September 1986, and the company describes growth from approximately $60 million to over $10 billion in total assets
- Board determined Messrs. Broaddus, Eby, Kasen, Lewis and Weinberg and Ms. Wilson are independent under NYSE standards
- Audit Committee, all members designated audit committee financial experts, held six meetings in 2009
- Section 16(a) late Form 4 filings disclosed for one executive officer purchase and two sales by Anthony F. Markel as trustee
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2009filed June 17, 2010Financial Statements
FY2009 against FY2008
| Line item | FY2009FY2008 | Change |
|---|---|---|
| Revenue | $2.07B$1.98B | +4.7% |
| Operating Expenses | $1.82B$2.09B | −13.0% |
| Operating Income | $252.61M-$111.62M | +326.3% |
| Interest Expense | $53.97M$48.21M | +11.9% |
| Net Income | $201.64M-$58.77M | +443.1% |
| EPS (Basic) | $20.54$-5.95 | +445.2% |
| EPS (Diluted) | $20.52$-5.95 | +444.9% |
| Shares Outstanding (Basic) | 9.81M— | — |
| Shares Outstanding (Diluted) | 9.83M— | — |
05—Questions
Frequently Asked Questions
Does this amendment contain new financial results for 2009?
No. The filing states that, except for Item 9A and the specified Part III portions, it does not modify, amend or update any other items in the original Form 10-K filed March 1, 2010. Financial results are in that original filing, which is not reproduced here.
What did the SEC ask Markel to clarify?
The SEC staff asked the company to state more clearly the conclusions of its CEO and CFO on the effectiveness of disclosure controls and procedures in Item 9A, and to amend certain Part III disclosures in the Proxy Statement, including nominee information for four directors and a paragraph on the Nominating/Corporate Governance Committee.
Who leads the company and how long has it been led this way?
Alan I. Kirshner has been Chairman of the Board and Chief Executive Officer since September 1986, and has been with the company since 1960. Anthony F. Markel is Vice Chairman, and Steven A. Markel is Vice Chairman with a focus on finance and investments. The filing states that the three have functioned collectively as the senior management team since the company went public.
What related-party or ownership issues are disclosed?
The filing states that Anthony F. Markel and Steven A. Markel are first cousins. It also discloses that a purchase of 300 shares by executive officer F. Michael Crowley on August 14, 2009, and sales of 150 and 125 shares by Anthony F. Markel as trustee for his brother on September 25 and December 22, 2009, were reported late on Form 4.
06—Continue