MARKEL CORP
10-Q, 2000-11-06
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                   FORM 10-Q

[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 2000

or

[_] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _____ to _____

Commission File Number 001-15811

                              MARKEL CORPORATION
            (Exact name of registrant as specified in its charter)

             Virginia                                          54-1959284
 (State or other jurisdiction of                            (I.R.S. employer
  incorporation or organization)                         identification number)

           4521 Highwoods Parkway, Glen Allen, Virginia  23060-6148
                   (Address of principal executive offices)
                                  (Zip code)

                                (804) 747-0136
             (Registrant's telephone number, including area code)

                                     NONE
             (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

Yes [X]   No [_]

Number of shares of the registrant's common stock outstanding at November 3,
2000: 7,324,371

                                       1
<PAGE>

                              Markel Corporation
                                   Form 10-Q

                                     Index

<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                                                         Page Number

Item 1. Financial Statements
<S>                                                                                                   <C>
      Consolidated Balance Sheets--                                                                          3
      September 30, 2000 and December 31, 1999
      Consolidated Statements of Operations and Comprehensive Income (Loss)--                                4
      Quarters and Nine Months Ended September 30, 2000 and 1999
      Consolidated Statements of Changes in Shareholders' Equity --                                          5
      Nine Months Ended September 30, 2000 and 1999
                                                                                                             6
      Consolidated Statements of Cash Flows--
      Nine Months Ended September 30, 2000 and 1999
      Notes to Consolidated Financial Statements--                                                           7
      September 30, 2000

Item 2. Management's Discussion and Analysis of Financial Condition and Results
 of 13 Operations                                                                                           13

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                          19

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                                                    21
</TABLE>

                                       2
<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                      MARKEL CORPORATION AND SUBSIDIARIES

                          Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                                                   September 30,    December 31,
                                                                                                   -----------------------------
                                                                                                        2000            1999
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                         (dollars in thousands)
<S>                                                                                                  <C>           <C>
ASSETS
Investments, available-for-sale, at estimated fair value
     Fixed maturities (cost of $2,292,938 and $1,214,603 in 1999)                                    $2,295,119    $1,177,151
     Equity securities (cost of $304,044 in 2000 and $243,145 in 1999)                                  392,931       304,241
     Short-term investment (estimated fiar value approximates cost)                                      74,812        14,505
--------------------------------------------------------------------------------------------------------------------------------
     Total Investments, Available-For-Sale                                                            2,762,862     1,495,897
--------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents                                                                               210,947       129,055
Receivables                                                                                             267,829        98,681
Accrued premium income                                                                                  206,180            --
Reinsurance recoverable on paid losses                                                                  809,011       378,738
Reinsurance recoverable on paid losses                                                                  123,250        43,131
Deferred policy acquisition costs                                                                       141,018        50,800
Prepaid reinsurance premiums                                                                            155,947        69,591
Intangible assets                                                                                       409,941        92,314
Other assets                                                                                            192,254        97,098
--------------------------------------------------------------------------------------------------------------------------------
  TOTAL ASSETS                                                                                       $5,279,239    $2,455,305
--------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Unpaid losses and loss adjustment expenses                                                           $2,808,970    $1,343,616
Unearned premiums                                                                                       760,284       276,910
Payables to insurance companies                                                                         165,029        60,706
Long-term debt (estimated fair value of $571,607 in 2000 and $163,881 in 1999)                          574,513       167,984
Other liabilities                                                                                       129,679        72,670
Company-Obligated Mandatorily Redeemable Preferred Capital Securities of Subsidiary
  Trust Holding Solely Junior Subordinated Deferrable Interest Debentures
  of Markel North America, Inc. (estimated fair value of $128,090 in 2000 and $124,500 in 1999)         150,000       150,000
-------------------------------------------------------------------------------------------------------------------------------
  Total Liabilities                                                                                   4,588,475     2,071,886
-------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity
  Common stock                                                                                          324,713        25,625
  Retained earnings                                                                                     310,225       342,426
  Accumulated other comprehensive income
       Net unrealized holding gains on fixed maturities and equity securities, net of taxes              59,194        15,368
       Cumulative translation adjustment                                                                 (3,368)           --
 -------------------------------------------------------------------------------------------------------------------------------
  Total Shareholders' Equity                                                                            690,764       383,419
 -------------------------------------------------------------------------------------------------------------------------------

  Total Liabilities and Shareholders' Equity                                                        $ 5,279,239    $2,455,305
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                      MARKEL CORPORATION AND SUBSIDIARIES

     Consolidated Statements of Operations and Comprehensive Income (Loss)

<TABLE>
<CAPTION>
                                                             Quarter Ended            Nine Months  Ended
                                                              September 30,               September 30
                                                         --------------------------   -----------------------
                                                             2000         1999          2000        1999
-------------------------------------------------------------------------------------------------------------
                                                             (dollars in thousands, except per share data)
<S>                                                      <C>              <C>         <C>         <C>
OPERATING REVENUES
Earned premiums                                               $ 253,156    $110,311    $655,344    $327,047
Net investment income                                            44,136      21,943     110,818      66,253
Net realized gains (losses) from investment sales                   880         254      (3,462)      9,297
Other                                                                47         491         141       1,426
-------------------------------------------------------------------------------------------------------------
     Total Operating Revenues                                   298,219     132,999     762,841     404,023
-------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
Losses and loss adjustment expenses                             218,231      72,444     511,883     210,747
Underwriting, acquisition and insurance expenses                 92,185      41,152     236,295     123,463
Amortization of intangible assets                                 7,202       1,564      15,979       4,184
-------------------------------------------------------------------------------------------------------------
     Total Operating Expenses                                   317,618     115,160     764,157     338,394
-------------------------------------------------------------------------------------------------------------
     Operating Income (Loss)                                    (19,399)     17,839      (1,316)     65,629
Interest expense                                                 14,978       6,280      37,235      19,098
-------------------------------------------------------------------------------------------------------------
     Income (Loss) Before Income Taxes                          (34,377)     11,559     (38,551)     46,531
Income tax expense (benefit)                                    (18,728)      2,775     (19,180)     11,168
-------------------------------------------------------------------------------------------------------------
 Net Income (Loss)                                             $(15,649)   $  8,784    $(19,371)   $ 35,363
-------------------------------------------------------------------------------------------------------------

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gains (losses) on securities, net of taxes
     Net holding gains (losses) arising during the period      $ 43,375    $(36,575)   $ 41,575    $(68,804)
     Less reclassification adjustments for gains (losses)
      included in net income                                       (572)       (165)      2,251      (6,043)
-------------------------------------------------------------------------------------------------------------
     Net unrealized gains (losses)                               42,803     (36,740)     43,826     (74,847)
Currency translation adjustments arising during the period       (3,368)         --      (3,368)         --
-------------------------------------------------------------------------------------------------------------
     Total Other Comprehensive Income (Loss)                     39,435     (36,740)     40,458     (74,847)
-------------------------------------------------------------------------------------------------------------
     Comprehensive Income (Loss)                               $ 23,786    $(27,956)   $ 21,087    $(39,484)
-------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS) PER SHARE
     Basic                                                     $  (2.15)   $   1.57    $  (2.85)   $   6.34
     Diluted                                                   $  (2.15)   $   1.55    $  (2.85)   $   6.27
-------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      MARKEL CORPORATION AND SUBSIDIARIES

          Consolidated Statements of Changes in Shareholders' Equity

<TABLE>
<CAPTION>
                                                                                        Nine Months Ended
                                                                                           September 30,
                                                                                      ----------------------
                                                                                        2000           1999
-------------------------------------------------------------------------------------------------------------
                                                                                       (dollars in thousands)
<S>                                                                                   <C>           <C>
   Common stock
   Balance at beginning of period                                                       $ 25,625    $ 25,415
   Common stock, contingent value rights and other equity issued                         295,482          --
   Deferred equity compensation                                                            3,185          --
   Stock option exercises                                                                    421         178
------------------------------------------------------------------------------------------------------------
   Balance at end of period                                                             $324,713    $ 25,593
------------------------------------------------------------------------------------------------------------


   Retained Earnings
   Balance at beginning of period                                                       $342,426    $303,878
   Net income (loss)                                                                     (19,371)     35,363
   Repurchase of common stock                                                            (12,830)        (12)
------------------------------------------------------------------------------------------------------------
   Balance at end of period                                                             $310,225    $339,229
------------------------------------------------------------------------------------------------------------


   Accumulated Other Comprehensive Income
   Unrealized gains
      Balance at beginning of period                                                    $ 15,368    $ 96,008
      Net unrealized holding gains (losses) arising during the period, net of taxes       43,826     (74,847)
------------------------------------------------------------------------------------------------------------
      Balance at end of period                                                            59,194      21,161
   Cumulative translation adjustment
      Balance at beginning of period                                                          --          --
      Cumulative translation adjustment arising during the period                         (3,368)         --
------------------------------------------------------------------------------------------------------------
      Balance at end of period                                                            (3,368)         --
------------------------------------------------------------------------------------------------------------
   Balance at end of period                                                             $ 55,826    $ 21,161
------------------------------------------------------------------------------------------------------------

   Shareholders' Equity at End of Period                                                $690,764    $385,983
------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                      MARKEL CORPORATION AND SUBSIDIARIES

                     Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                                September 30,
                                                                                           -----------------------
                                                                                               2000       1999
------------------------------------------------------------------------------------------------------------------
                                                                                            (dollars in thousands)
<S>                                                                                        <C>         <C>
OPERATING ACTIVITIES
Net Income (Loss)                                                                          $ (19,371)  $  35,363
Adjustments to reconcile net income (loss) to net cash provided by operating activities       45,343     (22,494)
------------------------------------------------------------------------------------------------------------------
        Net Cash Provided By Operating Activities                                             25,972      12,869
------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Proceeds from sales of fixed maturities and equity securities                                689,686     795,684
Proceeds from maturities of fixed maturities                                                  51,547      38,443
Cost of fixed maturities and equity securities purchased                                    (726,305)   (715,938)
Net change in short-term investments                                                          13,800      12,255
Acquisition of insurance company, net of cash acquired                                      (208,040)   (143,557)
Sale of insurance company shell, net of cash sold                                             12,482          --
Other                                                                                        (10,774)       (749)
------------------------------------------------------------------------------------------------------------------
        Net Cash Used By Investing Activities                                               (178,368)    (13,862)
------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Additions to long-term debt                                                                  370,000     105,000
Repayments and repurchases of long-term debt                                                (126,488)    (95,000)
Other                                                                                         (9,224)       (709)
------------------------------------------------------------------------------------------------------------------
        Net Cash Provided By Financing Activities                                            234,288       9,291
------------------------------------------------------------------------------------------------------------------

Increase in cash and cash equivalents                                                         81,892       8,298
Cash and cash equivalents at beginning of period                                             129,055      78,952
------------------------------------------------------------------------------------------------------------------
Cash And Cash Equivalents At End Of Period                                                 $ 210,947   $  87,250
------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - September 30, 2000

1.  Principles of Consolidation

The consolidated balance sheet as of September 30, 2000, the related
consolidated statements of operations and comprehensive income (loss) for the
quarters and nine months ended September 30, 2000 and 1999 the consolidated
statements of changes in shareholders' equity and the consolidated statements of
cash flows for the nine months ended September 30, 2000 and 1999, are unaudited.
In the opinion of management, all adjustments necessary for a fair presentation
of such consolidated financial statements have been included. Such adjustments
consist only of normal recurring items. Interim results are not necessarily
indicative of results of operations for the full year.

The consolidated financial statements and notes are presented as permitted by
Form 10-Q, and do not contain certain information included in the Company's
annual consolidated financial statements and notes.

Certain reclassifications of prior year's amounts have been made to conform with
2000 presentations. At December 31, 1999, cash equivalents were defined as
overnight deposits. The Company has changed its definition of cash equivalents
to include all investments with original maturities of 90 days or less.

Accrued premium income represents the difference between the estimated
cumulative ultimate gross written premiums and cumulative billed premiums at
Markel International.

2.  Net Income (Loss) Per Share

Net income (loss) per share was determined by dividing net income (loss) by the
applicable shares outstanding (in thousands):


<TABLE>
<CAPTION>
                                                        Quarter Ended                 Nine Months Ended
                                                        September 30,                    September 30,
                                                -------------------------------  ------------------------------
                                                   2000               1999           2000            1999
<S>                                             <C>                   <C>          <C>              <C>
---------------------------------------------------------------------------------------------------------------
Net income (loss), as reported                  $(15,649)             $8,784       $(19,371)        $35,363
---------------------------------------------------------------------------------------------------------------

Average basic common shares outstanding            7,288               5,594          6,793           5,580
Dilutive potential common shares                      --                  60             --              60
---------------------------------------------------------------------------------------------------------------
 Average diluted shares outstanding                7,288               5,654          6,793           5,640
---------------------------------------------------------------------------------------------------------------
</TABLE>

Because the Company reported a net loss for the quarter and nine month period
ended September 30, 2000, dilutive potential common shares are not included in
the calculation of earnings per share.

                                       7
<PAGE>

3.  Reinsurance

The table below summarizes the effect of reinsurance on premiums written and
earned (dollars in thousands):
                                          Quarter Ended September 30,
--------------------------------------------------------------------------------
                                         2000                    1999
--------------------------------------------------------------------------------
                                 Written     Earned     Written      Earned
Direct                          $317,032    $299,833    $145,591    $137,769
Assumed                            6,581      49,843       4,469       7,705
Ceded                            (81,110)    (96,520)    (38,588)    (35,163)
--------------------------------------------------------------------------------
   Net premiums                 $242,503    $253,156    $111,472    $110,311
--------------------------------------------------------------------------------


                                        Nine Months Ended September 30,
--------------------------------------------------------------------------------
                                         2000                    1999
--------------------------------------------------------------------------------
                                 Written     Earned     Written      Earned
Direct                         $ 773,910   $ 729,045   $ 426,766   $ 424,746
Assumed                           44,663     124,585      23,588      17,892
Ceded                           (224,730)   (198,286)   (124,302)   (115,591)
--------------------------------------------------------------------------------
   Net premiums                $ 593,843   $ 655,344   $ 326,052   $ 327,047
--------------------------------------------------------------------------------

Incurred losses and loss adjustment expenses are net of reinsurance recoveries
of $109.3 million and $34.6 million for the quarters ended September 30, 2000
and 1999, respectively, and $203.7 million and $88.0 million for the nine months
ended September 30, 2000 and 1999, respectively.

4.  Company Obligated Mandatorily Redeemable Preferred Securities (8.71% Capital
Securities)

On January 8, 1997 the Company's subsidiary, Markel North America, Inc. arranged
the sale of $150 million of 8.71% Capital Securities issued under an Amended and
Restated Declaration of Trust dated January 13, 1997 (The Declaration) by Markel
Capital Trust I (the Trust), a statutory business trust sponsored and wholly-
owned by Markel North America, Inc. Proceeds from the sale of the 8.71% Capital
Securities were used to purchase $154,640,000 aggregate principal amount of
Markel North America Inc.'s 8.71% Junior Subordinated Deferrable Interest
Debentures (the Debentures) due January 1, 2046, issued to the Trust under an
indenture dated January 13, 1997 (the Indenture). The Debentures are the sole
assets of the Trust. Markel North America, Inc. has the right to defer interest
payments on the Debentures for up to five years. The 8.71% Capital Securities
and related Debentures are redeemable by Markel North America, Inc. on or after
January 1, 2007. Taken together, Markel North America, Inc.'s obligations under
the Debentures, the Indenture, the Declaration and a guarantee made by Markel
North America, Inc. provide, in the aggregate, a full, irrevocable and
unconditional guarantee of payments of distributions and other amounts due on
the 8.71% Capital Securities.

                                       8
<PAGE>

5.  Other Comprehensive Income (Loss)

Other comprehensive income (loss) was composed of net holding gains (losses) on
securities arising during the period less reclassification adjustments for gains
(losses) included in net income. Other comprehensive income (loss) was also
composed of foreign currency translation adjustments subsequent to the
acquisition of Markel International in 2000. The related tax expense (benefit)
on net holding gains (losses) on securities was $23.4 million and $22.4 million
for the quarter and nine months ended September 30, 2000 and $(19.7) million and
$(37.0) million for the same periods in 1999. The related tax expense (benefit)
on the reclassification adjustments for gains (losses) included in net income
was $0.3 million and $(1.2) million for the quarter and nine months ended
September 30, 2000, respectively and $0.1 million and $3.3 million for the same
periods in 1999.

6.  Acquisition

On March 24, 2000, the Company became a holding company for Markel North
America, Inc. and completed its acquisition of Terra Nova (Bermuda) Holdings,
Ltd. (Markel International). The Company issued approximately 1.75 million
Markel common shares and contingent value rights (CVR) and paid approximately
$325 million in cash to Markel International shareholders in the transaction.
Total consideration was approximately $658 million, including $31.5 million of
Terra Nova shares purchased in the open market prior to the acquisition date.
Each former shareholder of Markel North America, Inc. received for each Markel
North America share, one common share of the Company. The acquisition was
accounted for using the purchase method of accounting. The excess of the
purchase price over the fair value of the net tangible and identifiable
intangible assets acquired was recorded as goodwill and is being amortized using
the straight-line method over 20 years. The Company borrowed $245 million under
its $400 million revolving credit facility to fund a portion of the acquisition.
In addition, $175 million of Terra Nova debt remained outstanding. The Company's
results include Markel International's results since the date of acquisition.

Each CVR represents the right, on the 30th month anniversary of the acquisition,
to receive in cash or Markel common stock, at the Company's option, the amount
by which the average closing price of a share of Markel common stock for twenty
consecutive trading days (Average Trading Value) prior to maturity is less than
$185.00 per share, with a maximum amount per CVR of $45.00. If the Average
Trading Value of Markel Common Stock is equal to or greater than $185.00 per
share at any time during the term of the CVR's, the CVR's will be automatically
extinguished. The Company may redeem all, but not less than all, the CVR's at
any time with 30 days notice.

                                       9
<PAGE>

6.  Acquisition (continued)

a)  The following table summarizes, on a pro forma basis, the Company's
consolidated results of operations as if the purchase of Markel International
had taken place on January 1, 1999 after giving effect to certain adjustments,
including amortization of goodwill and other intangibles, increased interest
expense on debt related to the acquisition, lower investment income due to cash
used to fund a portion of the transaction, and related income tax effects.
Markel International's nonrecurring and transaction related expenses in the
first quarter of 2000, prior to the acquisition by the Company, were excluded
from the pro forma financial information. The pro forma financial information
does not necessarily reflect the results of operations that would have occurred
had the acquisition occurred on January 1, 1999 (dollars in thousands, except
per share amounts).

                                      Quarter Ended      Nine Months Ended
                                       September 30,        September 30,
                                    -------------------  -------------------
                                      2000       1999      2000       1999
----------------------------------------------------------------------------
Total operating revenues            $298,219   $316,744  $922,333   $957,617
Net Income (loss)                    (15,649)     6,644   (45,471)    35,958
----------------------------------------------------------------------------
Net income (loss) per share
     Basic                          $  (2.15)  $   0.91  $  (6.24)  $   4.93
     Diluted                        $  (2.15)  $   0.85  $  (6.24)  $   4.61
----------------------------------------------------------------------------

b)  The following summary reconciles cash paid for the acquisition of Markel
International (dollars in thousands).

Fair value of assets acquired, net of cash acquired  $ 2,856,825
Fair value of liabilities assumed                     (2,353,303)
Common stock and other equity issued                    (295,482)
----------------------------------------------------------------
   Net cash paid for acquisition                         208,040
Cash acquired in acquisition                             154,883
----------------------------------------------------------------
   Cash paid for acquisition                         $   362,923
----------------------------------------------------------------

7.  Segment Reporting Disclosures

On March 24, 2000, the Company completed its acquisition of Markel International
(formerly Terra Nova). As a result, the Company realigned its operations with
Terra Nova becoming the Company's international division, Markel International,
and the Company's existing U.S. operations becoming Markel North America. Markel
International includes two operating segments: the London Company Market and the
Lloyd's Market. Markel North America includes the Excess and Surplus Lines and
Specialty Admitted segments. Markel International's results have been included
in the Company's operating results since the date of acquisition. Prior year
amounts have been restated to conform with 2000 presentations.

All investing activities are included in the Investing operating segment.
Discontinued programs and non-strategic insurance subsidiaries are included in
Other for purposes of segment reporting.

The Company considers many factors including the nature of the underwriting
units' insurance products, production sources, distribution strategies and
regulatory environment in determining how to aggregate operating segments.

                                       10
<PAGE>

7.  Segment Reporting Disclosures (continued)

Segment profit or loss for the Markel North America and Markel International
operating divisions is measured by underwriting profit or loss. Segment profit
for the Investing operating segment is measured by net investment income and net
realized gains or losses.

The Company does not allocate assets to the Markel North America or the Markel
International operating divisions for management reporting purposes. The total
investment portfolio and cash and cash equivalents are allocated to the
Investing operating segment. On March 24, 2000, the acquisition of Markel
International increased the total investment portfolio and cash and cash
equivalents by approximately $1.4 billion. The Company does not allocate capital
expenditures for long-lived assets to any of its operating segments for
management reporting purposes.

a)  Following is a summary of segment disclosures:

                               Segment Revenues
           Quarter Ended                                    Nine Months Ended
            September 30,                                      September 30,
--------------------------------------------------------------------------------
            2000       1999       (dollars in thousands)       2000      1999
--------------------------------------------------------------------------------
       $   91,089    $ 72,424    Excess and Surplus Lines   $250,563   $209,733
           30,336      30,540    Specialty Admitted           87,272     84,882
           34,075          --    London Company Market        91,150         --
           74,170          --    Lloyd's Market              134,492         --
           45,016      22,197    Investing                   107,356     75,550
           23,486       7,347    Other                        91,867     32,432
--------------------------------------------------------------------------------
       $  298,172    $132,508    Total                      $762,700   $402,597
--------------------------------------------------------------------------------

                             Segment Profit (Loss)
           Quarter Ended                                    Nine Months Ended
           September 30,                                       September 30,
--------------------------------------------------------------------------------
            2000       1999       (dollars in thousands)       2000      1999
--------------------------------------------------------------------------------
       $   (1,132)   $  4,083    Excess and Surplus Lines   $  2,730   $ 12,682
            3,262      (2,697)   Specialty Admitted            6,736     (5,385)
           (6,245)         --    London Company Market       (15,227)        --
          (10,666)         --    Lloyd's Market              (24,350)        --
           45,016      22,197    Investing                   107,356     75,550
          (42,479)     (4,671)   Other                       (62,723)   (14,460)
--------------------------------------------------------------------------------
       $  (12,244)   $ 18,912    Total                      $ 14,522   $ 68,387
--------------------------------------------------------------------------------

                                Combined Ratios
           Quarter Ended                                    Nine Months Ended
           September 30,                                       September 30,
--------------------------------------------------------------------------------
            2000       1999                                    2000      1999
--------------------------------------------------------------------------------
             101%        94%    Excess and Surplus Lines         99%       94%
             89%        109%    Specialty Admitted               92%      106%
             118%        --     London Company Market           117%       --
             114%        --     Lloyd's Market                  118%       --
             281%       164%    Other                           168%      145%
-------------------------------------------------------------------------------
             123%       103%    Total                           114%      102%
--------------------------------------------------------------------------------

                                       11
<PAGE>

7.  Segment Reporting Disclosures (continued)

                  Segment Assets (dollars in thousands)
                                      September 30,
                                -----------------------
                                   2000         1999
-------------------------------------------------------

Investing                       $2,973,809   $1,653,962
Other                            2,305,430      853,374
-------------------------------------------------------
    Total                       $5,279,239   $2,507,336
-------------------------------------------------------

b) The following summary reconciles significant segment items to the Company's
consolidated financial statements (dollars in thousands):

                                        Quarter Ended    Nine Months Ended
                                        September 30,       September 30,
                                       ----------------- --------------------
                                         2000      1999      2000      1999
-----------------------------------------------------------------------------
Operating Revenues
    Segment revenues                   $298,172  $132,508  $762,700  $402,597
    Other                                    47       491       141     1,426
-----------------------------------------------------------------------------
    Total Operating Revenues           $298,219  $132,999  $762,841  $404,023
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
Income (loss)  before income taxes
    Segment profit (loss)              $(12,244) $ 18,912  $ 14,522  $ 68,387
    Unallocated amounts
       Amortization expense              (7,202)   (1,564)  (15,979)   (4,184)
       Interest expense                 (14,978)   (6,280)  (37,235)  (19,098)
       Other                                 47       491       141     1,426
-----------------------------------------------------------------------------
    Income (Loss) Before Income Taxes  $(34,377) $ 11,559  $(38,551) $ 46,531
-----------------------------------------------------------------------------

                                       12
<PAGE>

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

Results Of Operations
Quarter and Nine Months ended September 30, 2000 compared to Quarter and Nine
Months ended September 30, 1999

The Company markets and underwrites specialty insurance products and programs to
a variety of niche markets. In each of these markets, the Company seeks to
provide quality products and excellent customer service so that it can be a
market leader. The financial goals of the Company are to earn consistent
underwriting profits and superior investment returns to build shareholder value.

On March 24, 2000, the Company completed its acquisition of Terra Nova (Bermuda)
Holdings Ltd. (Terra Nova). As a result the Company realigned its operations
with Terra Nova becoming the Company's international division, Markel
International, and the Company's existing U.S. operations becoming Markel North
America. The acquisition was accounted for as a purchase transaction and
accordingly, Markel International has been included in the Company's operating
results since the date of acquisition.

Markel North America includes the Excess and Surplus Lines segment which is
comprised of four underwriting units and the Specialty Admitted segment which
consists of two underwriting units. The Excess and Surplus Lines segment writes
property and casualty insurance for nonstandard and hard-to-place risks
including catastrophe exposed property, professional liability, products
liability, general liability, commercial umbrella and other coverages tailored
for unique exposures. The Specialty Admitted segment writes risks that are
unique and hard to place in the standard market but must remain with an admitted
insurance company for marketing and regulatory reasons. These underwriting units
write specialty program insurance for well defined niche markets and personal
and commercial property and liability coverages.

Markel International includes two segments: the London Company Market and the
Lloyd's Market. The London Company Market consists of the operations of Terra
Nova Insurance Company Limited. The Lloyd's Market includes Markel Capital
Limited, which is the corporate capital provider for four Lloyd's syndicates
managed by Markel Syndicate Management Limited. Markel International's operating
units write specialty property, casualty, marine and aviation insurance and
reinsurance on a worldwide basis. The majority of Markel International's
business comes from the United Kingdom and United States.

Discontinued lines of business and non-strategic insurance subsidiaries are
included in Other for segment reporting purposes. Other consists primarily of
seven discontinued Markel International programs in 2000. In 1999 Other was
comprised of Gryphon discontinued programs (acquired by the Company in January
1999).

Following is a comparison of gross premium volume by significant underwriting
area:

                                   Gross Premium Volume
                Quarter Ended                                 Nine Months Ended
                September 30,                                   September 30,
--------------------------------------------------------------------------------
              2000        1999     (dollars in thousands)      2000       1999
--------------------------------------------------------------------------------
           $ 151,657    $108,640  Excess and Surplus Lines   $414,213   $311,998
              44,541      39,376  Specialty Admitted          106,040    104,845
              12,380          --  London Company Market        55,006         --
             110,906          --  Lloyd's Market              197,912         --
               4,129       2,782  Other                        45,402     34,349
--------------------------------------------------------------------------------
           $ 323,613    $150,798  Total                      $818,573   $451,192
================================================================================

                                       13
<PAGE>

Gross premium volume was $323.6 million for the third quarter and $818.6 million
for the nine month period in 2000 compared to $150.8 million and $451.2 million,
respectively, for the same periods of 1999. The increase in both periods was
attributed to the acquisition of Markel International and to growth in gross
premium volume in Markel North America. Gross premium volume in Markel North
America's core business units increased 33% in the third quarter to $196.2
million from $148.0 million in 1999. For the nine month period, gross premium
volume in Markel North America's core business units increased 25% to $520.3
million from $416.8 million for the same period of 1999. The growth in Markel
North America's gross premium volume for both periods of 2000 was due to
increased submission activity and price increases across all business units.
Other gross premiums rose in both periods of 2000 primarily due to the addition
of seven discontinued Markel International programs partially offset by a
significant decrease in volume from the Gryphon discontinued programs.

Excess and Surplus Lines gross premium volume increased 40% to $151.7 million in
the third quarter of 2000 from $108.6 million a year ago. For the nine month
period, gross premium volume increased 33% to $414.2 million in 2000 from $312.0
million in 1999. The growth was due to increased submission activity in most
programs, rate increases and new programs. The most significant areas of growth
in both periods were in the Brokered Excess and Surplus Lines unit as well as
from Markel Southwest Underwriters, which was acquired in January 2000.

Specialty Admitted Lines gross premium volume in the third quarter of 2000
increased 13% to $44.5 million compared for $39.4 million in 1999. The increase
for the quarter was due to growth in the student accident and medical program
and the yacht and watercraft programs. For the nine month period, gross premium
volume was $106.0 million in 2000 compared to $104.8 million in the prior year.
In the second quarter of 1999, the Specialty Personal Lines unit assumed $7.3
million of unearned premium as part of the acquisition of a yacht program.
Excluding the effect of this one-time assumption in 1999, Specialty Admitted
gross premium volume increased 9% for the nine month period of 2000.

The Company's submission activity at Markel North America has increased
significantly over the past year. Despite this positive activity, competition
remains high and prices remain low in some areas of the property and casualty
market. For the remainder of 2000, Markel International's premium volume will
decline as continuing programs are repriced to earn underwriting profits and
discontinued lines run off. The Company does not intend to relax underwriting
standards in order to sustain premium volume. Further, premium volume may vary
significantly with the Company's decision to alter its product concentration to
maintain or improve underwriting profitability.

The Company enters into reinsurance agreements in order to reduce its liability
on individual risks and enable it to underwrite policies with higher limits. The
Company's net retention of gross premium volume increased to 75% in the third
quarter of 2000 compared to 74% in 1999. Net retention of gross premium volume
for the nine month period was 73% compared to 72% in 1999. The increase in
retention rate in both periods is primarily attributed to increased retention in
Markel North America's core business units offset in part by Markel
International's historically lower retentions.

Total operating revenues for the third quarter of 2000 rose to $298.2 million
from $133.0 million in the prior year. For the nine month period, operating
revenues rose to $762.8 million from $404.0 million in 1999. The increase in
both periods was primarily due to operating revenue generated by Markel
International since its acquisition on March 24, 2000.

                                       14
<PAGE>

                                     Earned Premiums
                 Quarter Ended                                Nine Months Ended
                 September 30,                                  September 30,
--------------------------------------------------------------------------------
               2000        1999    (dollars in thousands)      2000       1999
--------------------------------------------------------------------------------
            $ 91,089    $ 72,424  Excess and Surplus Lines   $250,563   $209,733
              30,336      30,540  Specialty Admitted           87,272     84,882
              34,075          --  London Company Market        91,150         --
              74,170          --  Lloyd's Market              134,492         --
              23,486       7,347  Other                        91,867     32,432
--------------------------------------------------------------------------------
            $253,156    $110,311  Total                      $655,344   $327,047
================================================================================

Third quarter earned premiums were $253.2 million compared to $110.3 million in
1999. Nine month earned premiums were $655.3 million compared to $327.0 million
in 1999. The increase in both periods was primarily due to the acquisition of
Markel International. Earned premiums for Markel North America's core business
units rose 18% and 15%, respectively, in the third quarter and nine month period
of 2000 compared to 1999. The increase in both periods was primarily due to
growth in Excess and Surplus Lines earned premium due to increased gross premium
volume. Other earned premiums increased in both periods of 2000 due to
discontinued lines at Markel International. Other earned premiums will decrease
as Markel International's discontinued lines run off.

Third quarter and nine month period net investment income rose to $44.1 million
and $110.8 million, respectively, compared to $21.9 million and $66.3 million
for the quarter and nine month period of 1999. The increase was due to the
acquisition of Markel International.

In the third quarter, the Company realized $0.9 million of net investment gains
compared to $0.3 million of net gains in 1999. For the nine month period of
2000, net realized investment losses were $3.5 million compared to net gains of
$9.3 million for the same period last year. The net realized losses for the nine
month period were primarily the result of equity investment sales at Markel
International in the second quarter of 2000. After the acquisition, the Company
repositioned Markel International's equity investments. Variability in the
timing of realized and unrealized investment gains and losses is to be expected.

Total operating expenses for the third quarter were $317.6 million compared to
$115.2 million in 1999. Total operating expenses for the nine month period were
$764.2 million compared to $338.4 million a year ago. The increase was primarily
due to the acquisition of Markel International.

                                       15
<PAGE>

Following is a comparison of selected data from the Company's operations
(dollars in thousands):

                                           Quarter Ended     Nine Months Ended
                                           September 30,       September 30,
                                        ------------------  -------------------

                                          2000      1999      2000       1999
--------------------------------------------------------------------------------
Gross premium volume                    $323,613  $150,798  $818,573   $451,192
Net premiums written                    $242,503  $111,472  $593,843   $326,052
Net retention                                 75%       74%       73%        72%
Earned premiums                         $253,156  $110,311  $655,344   $327,047
Losses and loss adjustment expenses     $218,231  $ 72,444  $511,883   $210,747
Underwriting, acquisition and insurance
 expenses                               $ 92,185  $ 41,152  $236,295   $123,463
Underwriting loss                       $(57,260) $ (3,285) $(92,834)  $ (7,163)

GAAP ratios
Loss ratio                                    86%       66%       78%        64%
Expense ratio                                 37%       37%       36%        38%
--------------------------------------------------------------------------------
Combined ratio                               123%      103%      114%       102%
================================================================================

Underwriting performance is measured by the combined ratio of losses and
expenses to earned premiums. The underwriting loss in both periods of 2000 was
due to Markel International's underwriting loss since acquisition and to reserve
strengthening of $32 million on Gryphon discontinued lines in the third quarter
of 2000.

Markel North America continued to produce solid underwriting profits in the
third quarter and nine month period of 2000. Markel North America's core
underwriting units reported a combined ratio of 98% for the third quarter and
97% for the nine month period of 2000 compared to 99% and 98%, respectively, for
the same periods of 1999. During the third quarter of 2000, reserve redundancies
in the Professional/Products Liability unit more than offset reserve increases
in Brokered Excess and Surplus Lines' New York contractors' business. All Markel
North America units benefited from an improved pricing environment.

The combined ratio for Excess and Surplus Lines increased to 101% and 99% for
the third quarter and nine month period of 2000, respectively, from 94% in both
periods of 1999. The increase in the combined ratio for both periods was
primarily due to lower favorable loss reserve development in 2000 compared to
1999, reserve increases on Brokered Excess and Surplus Lines' New York
contractors' business and expenses from the start up of Markel Southwest
Underwriters.

The combined ratio for Specialty Admitted was 89% and 92% for the third quarter
and nine month period of 2000 compared to combined ratios of 109% and 106%,
respectively, for the same period of 1999. The decrease in both periods of 2000
was the result of favorable loss development.

Markel International reported a combined ratio of 116% and 118%, respectively,
in the third quarter and nine month period of 2000. Markel International's
underwriting loss was the result of inadequate pricing and poor underwriting
controls in portions of its continuing programs. The Company is working to
improve underwriting performance at Markel International and its continuing
programs are anticipated to make steady progress towards underwriting
profitability.

Discontinued Lines reported a combined ratio of 281% and 168%, respectively, for
the third quarter and nine month period of 2000 compared to 164% and 145%,
respectively, for the same period of 1999. The Company strengthened loss
reserves on Gryphon discontinued lines by $32 million in the third quarter of
2000. The

                                       16
<PAGE>

strengthening was primarily due to adverse development in construction defect,
pollution and asbestos claims and uncollectible reinsurance. Markel
International's discontinued lines underwriting loss was $9.1 million in the
third quarter of 2000 compared to a $16.2 million underwriting loss in the
second quarter of 2000. The lower third quarter underwriting loss was due to
lower earned premiums from Markel International's discontinued lines. As these
unprofitable programs run off, the negative impact of Discontinued Lines should
decrease.

Management will continue to monitor claims and reinsurance experience on Markel
International pre-acquisition business and Gryphon discontinued lines. A run off
unit is being established at Markel International to aggressively manage
discontinued programs and allow the business units to focus on earning
underwriting profits. Markel International's loss reserves for business earned
prior to acquisition, while believed to be adequate, do not contain Management's
desired margin of safety to assure that loss reserves are more likely redundant
than deficient. Adverse experience is possible and could result in reserve
increases in the future.

Amortization of intangible assets was $7.2 million in the third quarter of 2000
compared to $1.6 million last year. For the nine month period ended September
30, 2000, amortization of intangible assets was $16.0 million compared to $4.2
million in 1999. The increase in both periods was due to the amortization of
goodwill and other intangibles from the Markel International acquisition.

Interest expense was $15.0 million in the third quarter of 2000 compared to $6.3
million in 1999. Interest expense was $37.2 million for the nine month period of
2000 compared to $19.1 million last year. The increase was due to interest on
$245 million of borrowings under the Company's $400 million revolving credit
facility used to fund a portion of the Terra Nova acquisition. In addition, $175
million of Terra Nova debt remained outstanding subsequent to the acquisition.

The Company reported a tax benefit of 54% and 50%, respectively, for the third
quarter and nine month period of 2000 compared to tax expense of 24% for both
periods of 1999. In the third quarter of 2000, the Company recognized a
nonrecurring benefit of $8.0 million related to the realization of tax benefits
attributable to certain differences between financial reporting and tax bases of
assets acquired in a prior period. This benefit was recognized when management
determined that estimated tax liabilities were less than amounts previously
accrued.

In evaluating its operating performance, the Company focuses on core
underwriting and investing results before consideration of net realized gains or
losses from the sales of investments, expenses related to the amortization of
intangible assets and nonrecurring items (these measures do not replace
operating income or net income computed in accordance with generally accepted
accounting principles as a measure of profitability). Management believes this
is a better indicator of the Company's operating performance because it reduces
the variability in results associated with net realized investment gains or
losses and eliminates the impact of accounting conventions which do not reflect
current operating costs. The third quarter loss from core operations was $17.9
million, or $2.46 per diluted share, compared to income from core operations of
$10.0 million, or $1.77 per diluted share in 1999. For the nine month period,
loss from core operations was $10.9 million, or $1.61 per diluted share,
compared to income from core operations of $33.2 million, or $5.89 per diluted
share, in the prior year. The decrease in both periods was primarily due to
reserve strengthening on Gryphon discontinued lines and Markel International's
underwriting loss since acquisition.

                                       17
<PAGE>

The Company's third quarter 2000 net loss was $15.6 million, or $2.15 per
diluted share, compared to net income of $8.8 million, or $1.55 per diluted
share, in 1999. For the nine month period, the net loss was $19.4 million, or
$2.85 per diluted share, compared to net income of $35.4 million, or $6.27 per
diluted share, in 1999. The decrease in both periods was primarily due to
reserve strengthening on Gryphon discontinued lines and Markel International's
underwriting loss since acquisition.

Comprehensive income for the third quarter was $23.8 million, or $3.26 per
diluted share, compared to a comprehensive loss of $28.0 million, or $4.94 per
diluted share, in 1999. Comprehensive income for the nine month period was $21.1
million, or $3.10 per diluted share, compared to a comprehensive loss of $39.5
million or, $7.00 per diluted share, in 1999. The increase in both periods of
2000 was due to the increased market value of the Company's investment portfolio
partially offset by net losses.

Financial Condition as of September 30, 2000

The Company's insurance operations collect premiums and pay current claims,
reinsurance commissions and operating expenses. Premiums collected and positive
cash flows from the insurance operations are invested primarily in short-term
investments and long-term bonds. Short-term investments held by the Company's
insurance subsidiaries provide liquidity for projected claims, reinsurance costs
and operating expenses.

On March 24, 2000, the Company became the holding company for Markel North
America, Inc. and completed its acquisition of Markel International. The Company
issued approximately 1.75 million Markel common shares and CVRs and paid
approximately $325 million in cash to Terra Nova shareholders in the
transaction. Total consideration was approximately $658 million, including $31.5
million of Terra Nova shares purchased in the open market. Each former
shareholder of Markel North America, Inc. received for each Markel North America
share, one common share of the Company. The acquisition was accounted for using
the purchase method of accounting. The excess of the purchase price over the
fair value of the net tangible and identifiable intangible assets acquired was
recorded as goodwill and is being amortized using the straight-line method over
20 years. The Company borrowed $245 million under its $400 million revolving
credit facility to fund a portion of the acquisition. In addition, $175 million
of Terra Nova debt remained outstanding.

The Company's invested assets and cash and cash equivalents increased to $3.0
billion at September 30, 2000 from $1.6 billion at December 31, 1999. The
increase was primarily the result of the Markel International acquisition.

For the nine month period ended September 30, 2000, the Company reported net
cash provided by operating activities of $26.0 million, compared to net cash
provided by operating activities of $12.9 million for the same period in 1999.
The increase was due to positive cash flows at Markel North America due to
underwriting profits and premium growth partially offset by negative operating
cash flows of $36.3 million at Markel International. Markel International
continues to reunderwrite and discontinue various unprofitable programs. As a
result, Markel International is expected to generate negative cashflows
throughout 2000 which will partially offset operating cash flows generated by
Markel North America.

For the nine month period ended September 30, 2000, the Company reported net
cash used by investing activities of $178.4 million compared to $13.9 million in
1999. The increase was the result of lower proceeds from the sales of fixed
maturities and equity securities in 2000 compared to 1999 and the Markel
International acquisition.

                                       18
<PAGE>

Shareholders' equity at September 30, 2000 was $690.8 million compared to $383.4
million at December 31, 1999. Book value per common share was $94.32 at
September 30, 2000, compared to $68.59 at December 31, 1999. The increase was
primarily due to common stock and CVRs issued to acquire Markel International.

Other Matters
Year 2000

The Company completed its Year 2000 project in late 1999 at a total project cost
of less than $1.0 million. Subsequent to the change of the century, the Company
has not experienced any significant Year 2000-related problems in any of its IT
systems. Also the Company has not experienced any disruptions as a result of
noncompliance by its significant business partners.

The Company conducted a comprehensive review of its underwriting guidelines and
made the decision to exclude Year 2000 exposures from virtually all insurance
policies. The Company began adding exclusions to policies in early 1998.
Additionally it is the Company's position that Year 2000 exposures are not
fortuitous losses and thus are not covered under insurance policies even without
specific exclusions. For these reasons, the Company believes that its exposure
to Year 2000 claims will not be material. However, as was the case with
environmental exposures, changing social and legal trends may create unintended
coverage for exposures by reinterpreting insurance contracts and exclusions. It
is impossible to predict what, if any, exposure insurance companies may
ultimately have for Year 2000 claims whether coverage for the issue is
specifically excluded or included.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of economic losses due to adverse changes in the
estimated fair value of a financial instrument as the result of changes in
equity prices, interest rates, foreign exchange rates and commodity prices. The
Company's consolidated balance sheets include assets and liabilities whose
estimated fair values are subject to market risk. The primary market risks to
the Company are equity price risk associated with investments in equity
securities and interest rate risk associated with investments in fixed
maturities. From time to time, equity prices and interest rates fluctuate
causing an effect on the Company's investment portfolio. The Company has no
direct commodity risk.

The Company's market risk disclosures at September 30, 2000 have not materially
changed from those identified at December 31, 1999. Markel International's fixed
maturity portfolio's duration was shorter than Markel North America's at the
date of acquisition. As a result, the combination of the two portfolios
moderately reduced the Company's exposure to interest rate volatility. In
addition, with the acquisition of Markel International, the Company's exposure
to foreign currency risk has increased. Markel International has foreign
exchange risk on assets and liabilities denominated in foreign currencies and
manages this risk by matching assets to liabilities in each foreign currency as
closely as possible. Approximately 87% of the Company's investment portfolio was
denominated in U.S. Dollars at September 30, 2000. At that date, the largest
foreign currency exposure was U.K. Sterling. The Company does not ordinarily use
derivative instruments to manage its exposure to foreign exchange movements.

                                       19
<PAGE>

"Safe Harbor" Statement
This is a "Safe Harbor" statement under the Private Securities Litigation Reform
Act of 1995. Certain statements contained herein are forward-looking statements
that involve risks and uncertainties. Future actual results may materially
differ from those in these statements because of many factors. The Company's
anticipated results are based on current knowledge and assume no significant
catastrophe losses or other adverse loss or loss reserve developments for the
remainder of the year. Changing legal and social trends and inherent
uncertainties in the loss estimation process can adversely impact the adequacy
of loss reserves, including for example the Company's potential underwriting
exposures to Year 2000 claims. Markel International is continuing initiatives to
reorganize business units to achieve operating efficiencies and to evaluate
reinsurance programs and exposures. These initiatives could lead to additional
changes and expense for Markel International. In addition, the Company's
international operations are subject to taxation in the U.S. The Company
anticipates that its effective tax rate will increase due to the way that taxes
on foreign subsidiaries are calculated for U.S. tax purposes. Regulatory actions
can impede the Company's ability to charge adequate rates and efficiently
allocate capital. Economic conditions and interest rate volatility can have
significant impact on the market value of fixed maturity and equity investments.
The Company's premium growth, underwriting and investment results have been and
will continue to be potentially materially affected by these factors.

                                       20
<PAGE>

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

The Exhibits to this Report are listed in the Exhibit Index.

(b) No reports on Form 8-K were filed during the quarter ended September 30,
2000.

                                       21
<PAGE>

                                  Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, this 6th day of November, 2000.

                                            Markel Corporation



                                            By  Alan I. Kirshner
                                              ----------------------------------
                                                Alan I. Kirshner
                                                Chief Executive Officer
                                                (Principal Executive Officer)


                                            By  Anthony F. Markel
                                                --------------------------------
                                                Anthony F. Markel
                                                President
                                                (Principal Operating Officer)


                                            By  Steven A. Markel
                                                --------------------------------
                                                Steven A. Markel
                                                Vice Chairman


                                            By  Darrell D. Martin
                                                --------------------------------
                                                Darrell D. Martin
                                                Executive Vice President and
                                                Chief Financial Officer
                                                (Principal Financial Officer and
                                                Principal Accounting Officer)

                                       22
<PAGE>

                                 Exhibit Index

Number         Description

27 Financial Data Schedule for period ended September 30, 2000

                                       23



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