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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2022
Commission File Number
1-15202


     W. R. BERKLEY CORPORATION     
(Exact name of registrant as specified in its charter)
Delaware 22-1867895
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
   
475 Steamboat Road Greenwich Connecticut 06830
(Address of principal executive offices) (Zip Code)
(203) 629-3000
(Registrant’s telephone number, including area code)
None
Former name, former address and former fiscal year, if changed since last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of Each Class   Trading Symbol   Name of Each Exchange
on Which Registered
Common Stock, par value $.20 per share   WRB   New York Stock Exchange
5.700% Subordinated Debentures due 2058 WRB-PE New York Stock Exchange
5.100% Subordinated Debentures due 2059 WRB-PF New York Stock Exchange
4.250% Subordinated Debentures due 2060 WRB-PG New York Stock Exchange
4.125% Subordinated Debentures due 2061 WRB-PH New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company     ☐    


W. R. Berkley Corporation         2

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐    


W. R. Berkley Corporation         3

Item 2.02 Results of Operations and Financial Condition.
Reference is made to the press release of W. R. Berkley Corporation (the “Company”) relating to the announcement of the Company’s results of operations for the second quarter of 2022. The press release was issued on July 21, 2022. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.


W. R. Berkley Corporation         4
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated July 21, 2022





W. R. Berkley Corporation         5



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 hereunto duly authorized.

W. R. BERKLEY CORPORATION




By:  /s/ Richard M. Baio
Name: Richard M. Baio
Title: Executive Vice President -
Chief Financial Officer




        


Date: July 21, 2022


W. R. Berkley Corporation         6

EXHIBIT INDEX


Exhibit:
99.1         Press Release dated July 21, 2022





EX-99.1 2 wrb63020228-kex991.htm EX-99.1 Document

NEWS
RELEASE
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 629-3000
             
FOR IMMEDIATE RELEASE     CONTACT:    Karen A. Horvath
Vice President - External
Financial Communications
(203) 629-3000


W. R. Berkley Corporation Reports Second Quarter Results
Net Premiums Written Grew 16.9% to a Quarterly Record of $2.6 Billion;
Operating Income Increased 43.0%

Greenwich, CT, July 21, 2022 - W. R. Berkley Corporation (NYSE: WRB) today reported its second quarter 2022 results.
Summary Financial Data
(Amounts in thousands, except per share data)
Second Quarter Six Months
2022 2021 2022 2021
Gross premiums written $ 3,052,401  $ 2,661,236  $ 5,912,237  $ 5,145,948 
Net premiums written 2,585,635  2,212,181  4,998,889  4,262,219 
Net income to common stockholders 179,322  237,238  769,960  466,763 
Net income per diluted share (2) 0.64  0.85  2.76  1.66 
Operating income (1) 313,359  219,059  619,827  420,840 
Operating income per diluted share (2) 1.12  0.78  2.22  1.50 
Return on equity (3) 10.8  % 15.0  % 23.1  % 14.8  %
Operating return on equity (1) (3) 18.8  % 13.9  % 18.6  % 13.3  %


(1)Operating income is a non-GAAP financial measure defined by the Company as net income excluding after-tax net investment gains (losses) and related expenses.
(2)The 2021 per share amounts were restated for comparative purposes to reflect the 3-for-2 common stock split effected on March 23, 2022.
(3)Return on equity and operating return on equity represent net income and operating income, respectively, expressed on an annualized basis as a percentage of beginning of year common stockholders’ equity.



W. R. Berkley Corporation        2

Second quarter highlights included:
•Record gross and net premiums written grew 14.7% and 16.9% to $3.1 billion and $2.6 billion, respectively.
•Underwriting income increased 32.6% to $268.2 million.
•The current accident year combined ratio before catastrophe losses of 2.5 loss ratio points was 86.2%.
•The reported combined ratio was 88.6%, including catastrophe losses of $57.9 million.
•Net investment income for the core portfolio grew 29.7%.
•Total capital returned to shareholders was $159.2 million, consisting of $132.7 million of special dividends and $26.5 million of regular dividends.
•Operating return on equity of 18.8%.



The Company commented:
The Company reported excellent results for the second quarter of 2022, principally due to strong underwriting income, with an 88.6% combined ratio and an 18.8% annualized operating return on beginning stockholders’ equity. The short duration of our investment portfolio tempered the impact of rising interest rates on the value of the Company’s fixed-maturity securities and consequently its book value.
Net premiums written grew by nearly 17% as market conditions remained favorable for most lines of business. The majority of our businesses expanded, particularly in the E&S and specialty markets. After several years of compounding rate, most of our businesses are achieving or exceeding our target return on equity, and we are placing greater emphasis on exposure growth. In addition, this growth has driven further improvement in our expense ratio.
Core net investment income grew nearly 30% due primarily to higher yields. Our investment funds, which are reported on a one-quarter lag, performed well despite challenging equity markets in the first quarter of 2022. We expect investment income will benefit further as interest rates continue to move higher.
The Company is performing exceptionally well. Our results demonstrate how our strategy and execution translate into consistently superior long-term risk-adjusted returns and value creation. Our talented team is well-prepared and our underwriting and investment portfolios remain well-positioned for the uncertainties and challenges of today’s environment, including inflation. We continue to be optimistic about the remainder of 2022 and beyond.




W. R. Berkley Corporation        3
Webcast Conference Call
    The Company will hold its quarterly conference call with analysts and investors to discuss its earnings and other information on July 21, 2022, at 5:00 p.m. eastern time. The conference call will be webcast live on the Company's website at https://ir.berkley.com/events-and-presentations/default.aspx. Please log on at least ten minutes early to register and download and install any necessary software. A replay of the webcast will be available on the Company's website approximately two hours after the end of the conference call. Additional financial information can be found on the Company's website at https://ir.berkley.com/investor-relations/financial-information/quarterly-results/default.aspx.
About W. R. Berkley Corporation
    Founded in 1967, W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two segments of the property casualty business: Insurance and Reinsurance & Monoline Excess.





W. R. Berkley Corporation        4
Forward Looking Information

This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2022 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to: the cyclical nature of the property casualty industry; the impact of significant competition, including new entrants to the industry; the long-tail and potentially volatile nature of the insurance and reinsurance business; product demand and pricing; claims development and the process of estimating reserves; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, including real estate, merger arbitrage, energy related and private equity investments; the effects of emerging claim and coverage issues; the uncertain nature of damage theories and loss amounts, including claims for cybersecurity-related risks; natural and man-made catastrophic losses, including as a result of terrorist activities; the ongoing COVID-19 pandemic; the impact of climate change, which may alter the frequency and increase the severity of catastrophe events; general economic and market activities, including inflation, interest rates, and volatility in the credit and capital markets; the impact of the conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response, on our results and financial condition; foreign currency and political risks (including those associated with the United Kingdom's withdrawal from the European Union, or "Brexit") relating to our international operations; our ability to attract and retain key personnel and qualified employees; continued availability of capital and financing; the success of our new ventures or acquisitions and the availability of other opportunities; the availability of reinsurance; our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2019; the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us; other legislative and regulatory developments, including those related to business practices in the insurance industry; credit risk related to our policyholders, independent agents and brokers; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; potential difficulties with technology and/or cyber security issues; the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause our actual results for the year 2022 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.



# # #




W. R. Berkley Corporation        5
Consolidated Financial Summary
(Amounts in thousands, except per share data)
Second Quarter Six Months
2022 2021 2022 2021
Revenues:
  Net premiums written $ 2,585,635  $ 2,212,181  $ 4,998,889  $ 4,262,219 
  Change in unearned premiums (228,477) (240,557) (392,645) (440,639)
    Net premiums earned 2,357,158  1,971,624  4,606,244  3,821,580 
  Net investment income 171,574  168,187  345,086  326,764 
  Net investment (losses) gains:
   Net realized and unrealized (losses) gains on investments (163,935) 20,461  205,947  72,219 
   Change in allowance for credit losses on investments (7,620) 3,603  (11,237) (13,316)
  Net investment (losses) gains (171,555) 24,064  194,710  58,903 
  Revenues from non-insurance businesses 128,421  109,122  226,197  196,552 
  Insurance service fees 26,393  22,256  54,344  48,064 
  Other Income 896  833  1,716  1,092 
       Total Revenues 2,512,887  2,296,086  5,428,297  4,452,955 
Expenses:
   Loss and loss expenses 1,435,817  1,203,647  2,775,069  2,325,238 
   Other operating costs and expenses 699,819  647,705  1,413,718  1,263,973 
   Expenses from non-insurance businesses 122,966  106,698  217,822  192,989 
   Interest expense 31,723  38,096  66,693  74,747 
     Total expenses 2,290,325  1,996,146  4,473,302  3,856,947 
     Income before income tax 222,562  299,940  954,995  596,008 
   Income tax expense (43,095) (62,262) (182,499) (126,614)
     Net Income before noncontrolling interests 179,467  237,678  772,496  469,394 
   Noncontrolling interest (145) (440) (2,536) (2,631)
     Net income to common stockholders $ 179,322  $ 237,238  $ 769,960  $ 466,763 
 Net income per share (1):
 Basic $ 0.65  $ 0.85  $ 2.78  $ 1.68 
 Diluted $ 0.64  $ 0.85  $ 2.76  $ 1.66 
 Average shares outstanding (1) (2):
 Basic 276,815  277,733  276,794  277,763 
 Diluted 279,525  280,659  279,327  280,478 


(1)The 2021 per share amounts were restated for comparative purposes to reflect the 3-for-2 common stock split effected on March 23, 2022.
(2)Basic shares outstanding consist of the weighted average number of common shares outstanding during the period (including shares held in a grantor trust). Diluted shares outstanding consist of the weighted average number of basic and common equivalent shares outstanding during the period.




W. R. Berkley Corporation        6
Business Segment Operating Results
(Amounts in thousands, except ratios) (1)
Second Quarter Six Months
2022 2021 2022 2021
Insurance:
   Gross premiums written $ 2,771,665  $ 2,421,846  $ 5,256,464  $ 4,561,859 
   Net premiums written 2,326,125  1,994,212  4,399,416  3,734,036 
   Net premiums earned 2,070,157  1,727,202  4,032,991  3,332,181 
   Pre-tax income 347,461  291,290  729,873  548,399 
   Loss ratio 61.0  % 61.4  % 60.3  % 61.3  %
   Expense ratio 27.7  % 28.5  % 27.9  % 28.9  %
   GAAP Combined ratio 88.7  % 89.9  % 88.2  % 90.2  %
Reinsurance & Monoline Excess:
   Gross premiums written $ 280,736  $ 239,390  $ 655,773  $ 584,089 
   Net premiums written 259,510  217,969  599,473  528,183 
   Net premiums earned 287,001  244,422  573,253  489,399 
   Pre-tax income 92,177  74,794  149,805  143,443 
   Loss ratio 60.4  % 58.2  % 60.2  % 57.4  %
   Expense ratio 27.4  % 30.4  % 28.4  % 30.6  %
   GAAP Combined ratio 87.8  % 88.6  % 88.6  % 88.0  %
Corporate and Eliminations:
   Net investment (losses) gains $ (171,555) $ 24,064  $ 194,710  $ 58,903 
   Interest expense (31,723) (38,096) (66,693) (74,747)
   Other expenses (13,798) (52,112) (52,700) (79,990)
   Pre-tax (loss) gain (217,076) (66,144) 75,317  (95,834)
Consolidated:
   Gross premiums written $ 3,052,401  $ 2,661,236  $ 5,912,237  $ 5,145,948 
   Net premiums written 2,585,635  2,212,181  4,998,889  4,262,219 
   Net premiums earned 2,357,158  1,971,624  4,606,244  3,821,580 
   Pre-tax income 222,562  299,940  954,995  596,008 
   Loss ratio 60.9  % 61.0  % 60.2  % 60.8  %
   Expense ratio 27.7  % 28.7  % 28.0  % 29.1  %
   GAAP Combined ratio 88.6  % 89.7  % 88.2  % 89.9  %


(1)Loss ratio is losses and loss expenses incurred expressed as a percentage of premiums earned. Expense ratio is underwriting expenses expressed as a percentage of premiums earned. GAAP combined ratio is the sum of the loss ratio and the expense ratio.






W. R. Berkley Corporation        7
Supplemental Information
(Amounts in thousands)
Second Quarter Six Months
2022 2021 2022 2021
Net premiums written:
   Other liability $ 878,120  $ 727,384  $ 1,708,187  $ 1,401,416 
   Short-tail lines (1) 484,849  391,778  878,767  716,830 
   Workers' compensation 330,721  315,638  634,141  602,362 
   Commercial automobile 335,451  279,204  614,978  527,771 
   Professional liability 296,984  280,208  563,343  485,657 
     Total Insurance 2,326,125  1,994,212  4,399,416  3,734,036 
   Casualty reinsurance 189,983  156,216  388,138  331,081 
 Monoline excess 24,228  23,664  116,764  109,172 
   Property reinsurance 45,299  38,089  94,571  87,930 
     Total Reinsurance & Monoline Excess 259,510  217,969  599,473  528,183 
          Total $ 2,585,635  $ 2,212,181  $ 4,998,889  $ 4,262,219 
Current accident year losses from catastrophes (including COVID-19 related losses):
   Insurance $ 39,891  $ 36,803  $ 50,658  $ 69,632 
   Reinsurance & Monoline Excess 18,000  7,162  36,065  10,162 
     Total $ 57,891  $ 43,965  $ 86,723  $ 79,794 
Net Investment income:
   Core portfolio (2) $ 133,587  $ 102,961  $ 245,899  $ 203,528 
   Investment funds 33,861  61,311  85,874  100,246 
   Arbitrage trading account 4,126  3,915  13,313  22,989 
     Total $ 171,574  $ 168,187  $ 345,086  $ 326,764 
Net realized and unrealized (losses) gains on investments:
   Net realized (losses) gains on investments $ (32,405) $ 38,700  $ 244,264  $ 114,793 
   Change in unrealized losses on equity securities (131,530) (18,239) (38,317) (42,574)
     Total $ (163,935) $ 20,461  $ 205,947  $ 72,219 
Other operating costs and expenses:
   Policy acquisition and insurance operating expenses $ 653,093  $ 565,733  $ 1,288,547  $ 1,111,483 
   Insurance service expenses 23,890  21,789  46,356  42,575 
   Net foreign currency gains (39,827) (1,125) (43,995) (6,719)
   Debt extinguishment costs —  7,903  —  11,520 
   Other costs and expenses 62,663  53,405  122,810  105,114 
     Total $ 699,819  $ 647,705  $ 1,413,718  $ 1,263,973 
Cash flow from operations $ 527,971  $ 384,819  $ 1,005,653  $ 695,809 
Reconciliation of net income to operating income:
   Net income $ 179,322  $ 237,238  $ 769,960  $ 466,763 
   Pre-tax investment losses (gains), net of related expenses 171,555  (23,271) (190,056) (56,573)
   Income tax (benefit) expense (37,518) 5,092  39,923  10,650 
     Operating income after-tax (3) $ 313,359  $ 219,059  $ 619,827  $ 420,840 

(1)Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler and machinery and other lines.
(2)Core portfolio includes fixed maturity securities, equity securities, cash and cash equivalents, real estate and loans receivable.
(3)Operating income is a non-GAAP financial measure defined by the Company as net income excluding after-tax net investment gains (losses). Net investment gains (losses) are computed net of related expenses, including performance-based compensatory costs associated with realized investment gains. Management believes this measurement provides a useful indicator of trends in the Company’s underlying operations.



W. R. Berkley Corporation        8
Selected Balance Sheet Information
(Amounts in thousands, except per share data)
June 30, 2022 December 31, 2021
Net invested assets (1) $ 23,545,192  $ 23,705,508 
Total assets 32,692,447  32,047,876 
Reserves for losses and loss expenses 16,145,821  15,390,888 
Senior notes and other debt 1,832,273  2,259,416 
Subordinated debentures 1,008,011  1,007,652 
Common stockholders' equity (2) 6,514,485  6,653,011 
Common stock outstanding (3) (4) 265,273  265,171 
Book value per share (4) (5) 24.56  25.09 
Tangible book value per share (4) (5) 23.60  24.27 


(1)Net invested assets include investments, cash and cash equivalents, trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases, net of related liabilities.
(2)As of June 30, 2022, reflected in common stockholders' equity are after-tax unrealized investment losses of $670 million and unrealized currency translation losses of $360 million. As of December 31, 2021, after-tax unrealized investment gains were $91 million and unrealized currency translation losses were $373 million.
(3)During the six months ended June 30, 2022, the Company did not repurchase any shares of its common stock. The number of shares of common stock outstanding excludes shares held in a grantor trust.
(4)The 2021 per share amounts were restated for comparative purposes to reflect the 3-for-2 common stock split effected on March 23, 2022.
(5)Book value per share is total common stockholders’ equity divided by the number of common shares outstanding. Tangible book value per share is total common stockholders’ equity excluding the after-tax value of goodwill and other intangible assets divided by the number of common shares outstanding.




W. R. Berkley Corporation        9
Investment Portfolio
June 30, 2022
(Amounts in thousands, except percentages)
Carrying Value Percent of Total
Fixed maturity securities:
   United States government and government agencies $ 720,914  3.1  %
   State and municipal:
        Special revenue 1,867,636  7.9  %
        Local general obligation 416,940  1.8  %
        State general obligation 414,939  1.7  %
        Pre-refunded 203,899  0.9  %
        Corporate backed 160,208  0.7  %
            Total state and municipal 3,063,622  13.0  %
   Mortgage-backed securities:
        Agency 821,398  3.5  %
        Commercial 405,597  1.7  %
        Residential - Prime 250,052  1.1  %
        Residential - Alt A 4,207  0.0  %
            Total mortgage-backed securities 1,481,254  6.3  %
   Asset-backed securities 4,292,488  18.2  %
   Corporate:
        Industrial 3,215,637  13.7  %
        Financial 1,811,661  7.7  %
        Utilities 422,101  1.8  %
        Other 239,726  1.0  %
            Total corporate 5,689,125  24.2  %
   Foreign government 1,604,111  6.8  %
            Total fixed maturity securities (1) 16,851,514  71.6  %
Equity securities available for sale:
   Common stocks 932,672  4.0  %
   Preferred stocks 222,654  0.9  %
            Total equity securities available for sale 1,155,326  4.9  %
Investment funds (3) 1,701,478  7.2  %
Real estate 1,304,094  5.5  %
Cash and cash equivalents (2) 1,277,294  5.4  %
Arbitrage trading account 1,142,003  4.9  %
Loans receivable 113,483  0.5  %
          Net invested assets $ 23,545,192  100.0  %


(1)Total fixed maturity securities had an average rating of AA- and an average duration of 2.4 years, including cash and cash equivalents.
(2)Cash and cash equivalents includes trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.
(3)Investment funds are net of related liabilities of $0.8 million.