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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): April 20, 2023
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 first quarter of 2023. The press release was issued on April 20, 2023. 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 April 20, 2023





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: April 20, 2023


W. R. Berkley Corporation         6

EXHIBIT INDEX


Exhibit:
99.1         Press Release dated April 20, 2023





EX-99.1 2 wrb33120238-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 First Quarter Results
Return on Equity of 17.4%;
Quarterly Net Investment Income of $223 Million Driven By Core Portfolio Increase of 80.7%

Greenwich, CT, April 20, 2023 - W. R. Berkley Corporation (NYSE: WRB) today reported its first quarter 2023 results.
Summary Financial Data
(Amounts in thousands, except per share data)
First Quarter
2023 2022
Gross premiums written $ 3,049,317  $ 2,859,837 
Net premiums written 2,574,824  2,413,254 
Net income to common stockholders 294,126  590,638 
Net income per diluted share 1.06  2.12 
Operating income (1) 275,966  306,921 
Operating income per diluted share 1.00  1.10 
Return on equity (2) 17.4  % 35.5  %
Operating return on equity (1) (2) 16.4  % 18.5  %


(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)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

First quarter highlights included:
•Return on equity of 17.4%.
•Book value per share grew 7.2% prior to dividends and share repurchases.
•Net investment income grew 28.8% to $223.4 million.
•Average rate increases excluding workers' compensation were approximately 8.3%.
•Pre-tax underwriting income of $234.4 million.
•The current accident year combined ratio before catastrophe losses of 1.9 loss ratio points was 87.7%.
•The reported combined ratio was 90.6%, including current accident year catastrophe losses of $47.9 million and prior year development principally from property catastrophe losses of approximately $24 million.
•Total capital returned to shareholders was $293.8 million, consisting of $132.3 million of special dividends, $26.3 million of regular dividends and $135.2 million of share repurchases.


The Company commented:
The Company reported strong results for the first quarter of 2023, with continued strong underwriting performance and significant growth in investment income. The annualized return on equity was 17.4% and growth in book value per share, prior to dividends and share repurchases, was 7.2%.

The business continued to grow in areas that we anticipate will meet or exceed our targeted risk-adjusted return. While there is greater evidence that market segments and lines of business are not all moving in lock-step, our structure and discipline enable us to execute on and manage each of these cycles to optimize profitability, even as we maintain a prudent view of loss trends. We continue to carefully evaluate the available opportunities to deploy capital as we selectively expand our business.

Net investment income grew almost 29% during the quarter as an increasingly greater portion of the fixed-maturity portfolio was (re)invested at higher interest rates. We maintained the short duration and high quality of our fixed-maturity portfolio, given the inverted yield curve and market volatility.

The Company continues to focus on risk-adjusted return in all aspects of its business. Over time, this discipline has allowed us to navigate risks and embrace opportunities to deliver superior results for our shareholders. We remain encouraged about the opportunities that we see in 2023 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 April 20, 2023, 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 2023 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 2023 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)
First Quarter
2023 2022
Revenues:
  Net premiums written $ 2,574,824  $ 2,413,254 
  Change in unearned premiums (83,392) (164,167)
    Net premiums earned 2,491,432  2,249,087 
  Net investment income 223,398  173,512 
  Net investment gains:
   Net realized and unrealized gains on investments 22,611  369,882 
   Change in allowance for credit losses on investments 399  (3,617)
  Net investment gains 23,010  366,265 
  Revenues from non-insurance businesses 124,200  97,776 
  Insurance service fees 32,857  27,951 
  Other Income 107  818 
       Total Revenues 2,895,004  2,915,409 
Expenses:
   Loss and loss expenses 1,538,755  1,339,252 
   Other operating costs and expenses 825,575  713,899 
   Expenses from non-insurance businesses 122,767  94,855 
   Interest expense 31,836  34,970 
     Total expenses 2,518,933  2,182,976 
     Income before income tax 376,071  732,433 
   Income tax expense (80,342) (139,403)
     Net Income before noncontrolling interests 295,729  593,030 
   Noncontrolling interest (1,603) (2,392)
     Net income to common stockholders $ 294,126  $ 590,638 
 Net income per share:
 Basic $ 1.07  $ 2.13 
 Diluted $ 1.06  $ 2.12 
 Average shares outstanding (1):
 Basic 274,977  276,772 
 Diluted 277,339  279,157 


(1)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)
First Quarter
2023 2022
Insurance:
   Gross premiums written $ 2,652,234  $ 2,484,799 
   Net premiums written 2,210,834  2,073,291 
   Net premiums earned 2,181,876  1,962,835 
   Pre-tax income 352,199  382,412 
   Loss ratio 62.8  % 59.5  %
   Expense ratio 28.7  % 28.1  %
   GAAP Combined ratio 91.5  % 87.6  %
Reinsurance & Monoline Excess:
   Gross premiums written $ 397,083  $ 375,038 
   Net premiums written 363,990  339,963 
   Net premiums earned 309,556  286,252 
   Pre-tax income 101,712  57,628 
   Loss ratio 54.5  % 59.9  %
   Expense ratio 29.5  % 29.5  %
   GAAP Combined ratio 84.0  % 89.4  %
Corporate and Eliminations:
   Net investment gains $ 23,010  $ 366,265 
   Interest expense (31,836) (34,970)
   Other expenses (69,014) (38,902)
   Pre-tax loss (income) (77,840) 292,393 
Consolidated:
   Gross premiums written $ 3,049,317  $ 2,859,837 
   Net premiums written 2,574,824  2,413,254 
   Net premiums earned 2,491,432  2,249,087 
   Pre-tax income 376,071  732,433 
   Loss ratio 61.8  % 59.5  %
   Expense ratio 28.8  % 28.3  %
   GAAP Combined ratio 90.6  % 87.8  %


(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)
First Quarter
2023 2022
Net premiums written:
   Other liability $ 901,879  $ 830,067 
   Short-tail lines (1) 444,112  393,918 
   Workers' compensation 309,984  303,420 
   Commercial automobile 301,226  279,528 
   Professional liability 253,633  266,358 
     Total Insurance 2,210,834  2,073,291 
   Casualty reinsurance 203,337  198,156 
 Monoline excess 104,518  92,536 
   Property reinsurance 56,135  49,272 
     Total Reinsurance & Monoline Excess 363,990  339,963 
          Total $ 2,574,824  $ 2,413,254 
Current accident year losses from catastrophes (including COVID-19 related losses):
   Insurance $ 45,242  $ 10,767 
   Reinsurance & Monoline Excess 2,627  18,064 
     Total $ 47,869  $ 28,831 
Net Investment income:
   Core portfolio (2) $ 202,962  $ 112,312 
   Investment funds 2,180  52,013 
   Arbitrage trading account 18,256  9,187 
     Total $ 223,398  $ 173,512 
Net realized and unrealized gains on investments:
   Net realized (losses) gains on investments $ (20,793) $ 276,669 
   Change in unrealized gains on equity securities 43,404  93,213 
     Total $ 22,611  $ 369,882 
Other operating costs and expenses:
   Policy acquisition and insurance operating expenses $ 718,276  $ 635,453 
   Insurance service expenses 25,180  22,466 
   Net foreign currency losses (gains) 9,495  (4,168)
   Other costs and expenses 72,624  60,148 
     Total $ 825,575  $ 713,899 
Cash flow from operations $ 445,323  $ 477,682 
Reconciliation of net income to operating income:
   Net income $ 294,126  $ 590,638 
   Pre-tax investment gains, net of related expenses (23,010) (361,034)
   Income tax expense 4,850  77,317 
     Operating income after-tax (3) $ 275,966  $ 306,921 

(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. Net investment gains 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)
March 31, 2023 December 31, 2022
Net invested assets (1) $ 24,957,826  $ 24,545,672 
Total assets 34,296,064  33,815,103 
Reserves for losses and loss expenses 17,431,635  17,011,223 
Senior notes and other debt 1,827,981  1,828,823 
Subordinated debentures 1,008,551  1,008,371 
Common stockholders' equity (2) 6,944,015  6,748,332 
Common stock outstanding (3) 262,537  264,546 
Book value per share (4) 26.45  25.51 
Tangible book value per share (4) 25.53  24.58 


(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 March 31, 2023, reflected in common stockholders' equity are after-tax unrealized investment losses of $712 million and unrealized currency translation losses of $367 million. As of December 31, 2022, after-tax unrealized investment losses were $893 million and unrealized currency translation losses were $372 million.
(3)During the three months ended March 31, 2023, the Company repurchased 2,038,391 shares of its common stock for $135.2 million. The number of shares of common stock outstanding excludes shares held in a grantor trust.
(4)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
March 31, 2023
(Amounts in thousands, except percentages)
Carrying Value Percent of Total
Fixed maturity securities:
   United States government and government agencies $ 1,049,267  4.2  %
   State and municipal:
        Special revenue 1,674,483  6.7  %
        Local general obligation 434,679  1.8  %
        State general obligation 422,832  1.7  %
        Corporate backed 196,817  0.8  %
        Pre-refunded 108,915  0.4  %
            Total state and municipal 2,837,726  11.4  %
   Mortgage-backed securities:
        Agency 1,081,356  4.4  %
        Commercial 583,745  2.3  %
        Residential - Prime 232,602  0.9  %
        Residential - Alt A 3,425  0.0  %
            Total mortgage-backed securities 1,901,128  7.6  %
   Asset-backed securities 3,845,453  15.4  %
   Corporate:
        Industrial 3,385,444  13.6  %
        Financial 2,626,304  10.5  %
        Utilities 627,327  2.5  %
        Other 486,574  1.9  %
            Total corporate 7,125,649  28.5  %
   Foreign government 1,331,890  5.4  %
            Total fixed maturity securities (1) 18,091,113  72.5  %
Equity securities available for sale:
   Common stocks 1,057,599  4.2  %
   Preferred stocks 222,356  0.9  %
            Total equity securities available for sale 1,279,955  5.1  %
Cash and cash equivalents (2) 1,843,534  7.4  %
Investment funds (3) 1,600,775  6.4  %
Real estate 1,338,504  5.4  %
Arbitrage trading account 609,001  2.4  %
Loans receivable 194,944  0.8  %
          Net invested assets $ 24,957,826  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.