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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 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 second quarter of 2023. The press release was issued on July 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 July 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: July 20, 2023


W. R. Berkley Corporation         6

EXHIBIT INDEX


Exhibit:
99.1         Press Release dated July 20, 2023





EX-99.1 2 wrb63020238-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
Return on Equity of 21.1%;
Quarterly Net Income Doubles to $356 Million

Greenwich, CT, July 20, 2023 - W. R. Berkley Corporation (NYSE: WRB) today reported its second quarter 2023 results.
Summary Financial Data
(Amounts in thousands, except per share data)
Second Quarter Six Months
2023 2022 2023 2022
Gross premiums written $ 3,336,773  $ 3,052,401  $ 6,386,091  $ 5,912,237 
Net premiums written 2,811,515  2,585,635  5,386,339  4,998,889 
Net income to common stockholders 356,308  179,322  650,434  769,960 
Net income per diluted share 1.30  0.64  2.36  2.76 
Operating income (1) 310,862  313,359  586,531  619,827 
Operating income per diluted share 1.14  1.12  2.13  2.22 
Return on equity (2) 21.1  % 10.8  % 19.3  % 23.1  %
Operating return on equity (1) (2) 18.4  % 18.8  % 17.4  % 18.6  %


(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

Second quarter highlights included:
•Return on equity and operating return on equity of 21.1% and 18.4%, respectively.
•Net income doubles to $356.3 million.
•Record net investment income of $245.2 million driven by core portfolio increase of 71.6%.
•Average rate increases excluding workers' compensation were approximately 8.2%.
•The current accident year combined ratio before catastrophe losses of 2.1 loss ratio points was 87.6%.
•The reported combined ratio was 89.6%, including current accident year catastrophe losses of $53.5 million.
•Record gross and net premiums written grew 9.3% and 8.7% to $3.3 billion and $2.8 billion, respectively.
•Total capital returned to shareholders was $320.8 million, consisting of $292.5 million of share repurchases and $28.3 million of regular dividends.


The Company commented:
The Company reported excellent results for the second quarter of 2023, with an annualized return on equity of 21.1%.
As anticipated, growth in premiums written accelerated compared to the first quarter of 2023, setting premium on pace for another record year. We continue to selectively expand in areas that we anticipate will meet or exceed our targeted risk-adjusted return, as distinct market segments and lines of business move independently. We maintained our rate momentum and reported a strong combined ratio, though the industry experienced another quarter of elevated natural catastrophe losses.
Net investment income grew 42.9% during the quarter as an increasingly greater portion of our fixed-maturity portfolio was (re)invested at higher interest rates. The short duration and high quality of our fixed-maturity portfolio has enabled us to simultaneously benefit from improved yields and grow book value as interest rates have risen. In addition, during the quarter, our investment results continued to benefit from our total return approach.
The Company’s focus on risk-adjusted return in all aspects of our business continues to generate superior results for our shareholders. Having a decentralized model allows us to navigate risks and embrace opportunities in a wide range of economic and operating environments. We have positive momentum as we head into the second half of the year and are very optimistic about the remainder of 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 July 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 early to register. 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 effects of the 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)
Second Quarter Six Months
2023 2022 2023 2022
Revenues:
  Net premiums written $ 2,811,515  $ 2,585,635  $ 5,386,339  $ 4,998,889 
  Change in unearned premiums (258,788) (228,477) (342,180) (392,645)
    Net premiums earned 2,552,727  2,357,158  5,044,159  4,606,244 
  Net investment income 245,152  171,574  468,551  345,086 
  Net investment gains (losses):
  Net realized and unrealized gains (losses) on investments 68,647  (163,935) 91,258  205,947 
   Change in allowance for credit losses on investments (9,993) (7,620) (9,594) (11,237)
  Net investment gains (losses) 58,654  (171,555) 81,664  194,710 
  Revenues from non-insurance businesses 113,910  128,421  238,110  226,197 
  Insurance service fees 25,471  26,393  58,328  54,344 
  Other Income —  896  106  1,716 
       Total Revenues 2,995,914  2,512,887  5,890,918  5,428,297 
Expenses:
   Loss and loss expenses 1,569,654  1,435,817  3,108,409  2,775,069 
   Other operating costs and expenses 823,682  699,819  1,649,255  1,413,718 
   Expenses from non-insurance businesses 113,538  122,966  236,306  217,822 
   Interest expense 31,856  31,723  63,692  66,693 
     Total expenses 2,538,730  2,290,325  5,057,662  4,473,302 
     Income before income tax 457,184  222,562  833,256  954,995 
   Income tax expense (101,460) (43,095) (181,803) (182,499)
     Net Income before noncontrolling interests 355,724  179,467  651,453  772,496 
   Noncontrolling interest 584  (145) (1,019) (2,536)
     Net income to common stockholders $ 356,308  $ 179,322  $ 650,434  $ 769,960 
 Net income per share:
 Basic $ 1.32  $ 0.65  $ 2.38  $ 2.78 
 Diluted $ 1.30  $ 0.64  $ 2.36  $ 2.76 
 Average shares outstanding (1):
 Basic 270,864  276,815  272,909  276,794 
 Diluted 273,095  279,525  275,213  279,327 


(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)
Second Quarter Six Months
2023 2022 2023 2022
Insurance:
   Gross premiums written $ 3,016,024  $ 2,771,665  $ 5,668,259  $ 5,256,464 
   Net premiums written 2,527,198  2,326,125  4,738,033  4,399,416 
   Net premiums earned 2,246,394  2,070,157  4,428,269  4,032,991 
   Pre-tax income 386,264  347,461  738,463  729,873 
   Loss ratio 63.1  % 61.0  % 62.9  % 60.3  %
   Expense ratio 28.0  % 27.7  % 28.4  % 27.9  %
   GAAP Combined ratio 91.1  % 88.7  % 91.3  % 88.2  %
Reinsurance & Monoline Excess:
   Gross premiums written $ 320,749  $ 280,736  $ 717,832  $ 655,773 
   Net premiums written 284,317  259,510  648,306  599,473 
   Net premiums earned 306,333  287,001  615,890  573,253 
   Pre-tax income 105,506  92,177  207,218  149,805 
   Loss ratio 49.7  % 60.4  % 52.1  % 60.2  %
   Expense ratio 29.0  % 27.4  % 29.2  % 28.4  %
   GAAP Combined ratio 78.7  % 87.8  % 81.3  % 88.6  %
Corporate and Eliminations:
   Net investment gains (losses) $ 58,654  $ (171,555) $ 81,664  $ 194,710 
   Interest expense (31,856) (31,723) (63,692) (66,693)
   Other expenses (61,384) (13,798) (130,397) (52,700)
   Pre-tax (loss) income (34,586) (217,076) (112,425) 75,317 
Consolidated:
   Gross premiums written $ 3,336,773  $ 3,052,401  $ 6,386,091  $ 5,912,237 
   Net premiums written 2,811,515  2,585,635  5,386,339  4,998,889 
   Net premiums earned 2,552,727  2,357,158  5,044,159  4,606,244 
   Pre-tax income 457,184  222,562  833,256  954,995 
   Loss ratio 61.5  % 60.9  % 61.6  % 60.2  %
   Expense ratio 28.1  % 27.7  % 28.5  % 28.0  %
   GAAP Combined ratio 89.6  % 88.6  % 90.1  % 88.2  %


(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
2023 2022 2023 2022
Net premiums written:
   Other liability $ 988,393  $ 878,120  $ 1,890,272  $ 1,708,187 
   Short-tail lines (1) 575,050  484,849  1,019,162  878,767 
   Workers' compensation 325,170  330,721  635,154  634,141 
   Commercial automobile 356,293  335,451  657,519  614,978 
   Professional liability 282,292  296,984  535,926  563,343 
     Total Insurance 2,527,198  2,326,125  4,738,033  4,399,416 
   Casualty reinsurance 185,554  189,983  388,891  388,138 
 Monoline excess 25,104  24,228  129,621  116,764 
   Property reinsurance 73,659  45,299  129,794  94,571 
     Total Reinsurance & Monoline Excess 284,317  259,510  648,306  599,473 
          Total $ 2,811,515  $ 2,585,635  $ 5,386,339  $ 4,998,889 
Current accident year losses from catastrophes (including COVID-19 related losses):
   Insurance $ 48,007  $ 39,891  $ 93,249  $ 50,658 
   Reinsurance & Monoline Excess 5,540  18,000  8,167  36,065 
     Total $ 53,547  $ 57,891  $ 101,416  $ 86,723 
Net Investment income:
   Core portfolio (2) $ 229,302  $ 133,587  $ 432,265  $ 245,899 
   Investment funds (1,187) 33,861  993  85,874 
   Arbitrage trading account 17,037  4,126  35,293  13,313 
     Total $ 245,152  $ 171,574  $ 468,551  $ 345,086 
Net realized and unrealized gains (losses) on investments:
   Net realized gains (losses) on investments $ 47,387  $ (32,405) $ 26,594  $ 244,264 
   Change in unrealized gains (losses) on equity securities 21,260  (131,530) 64,664  (38,317)
     Total $ 68,647  $ (163,935) $ 91,258  $ 205,947 
Other operating costs and expenses:
   Policy acquisition and insurance operating expenses $ 718,234  $ 653,093  $ 1,436,510  $ 1,288,547 
   Insurance service expenses 23,931  23,890  49,111  46,356 
   Net foreign currency losses (gains) 11,226  (39,827) 20,721  (43,995)
   Other costs and expenses 70,291  62,663  142,913  122,810 
     Total $ 823,682  $ 699,819  $ 1,649,255  $ 1,413,718 
Cash flow from operations $ 708,745  $ 527,971  $ 1,154,069  $ 1,005,653 
Reconciliation of net income to operating income:
   Net income $ 356,308  $ 179,322  $ 650,434  $ 769,960 
   Pre-tax investment (gains) losses, net of related expenses (57,862) 171,555  (81,250) (190,056)
   Income tax expense (benefit) 12,416  (37,518) 17,347  39,923 
     Operating income after-tax (3) $ 310,862  $ 313,359  $ 586,531  $ 619,827 

(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)
June 30, 2023 December 31, 2022
Net invested assets (1) $ 25,293,717  $ 24,545,672 
Total assets 35,308,694  33,815,103 
Reserves for losses and loss expenses 17,919,996  17,011,223 
Senior notes and other debt 1,827,080  1,828,823 
Subordinated debentures 1,008,730  1,008,371 
Common stockholders' equity (2) 6,887,185  6,748,332 
Common stock outstanding (3) 257,517  264,546 
Book value per share (4) 26.74  25.51 
Tangible book value per share (4) 25.85  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 June 30, 2023, reflected in common stockholders' equity are after-tax unrealized investment losses of $825 million and unrealized currency translation losses of $356 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 six months ended June 30, 2023, the Company repurchased 7,098,959 shares of its common stock for $427.6 million. During the three months ended June 30, 2023, the Company repurchased 5,060,568 shares of its common stock for $292.5 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
June 30, 2023
(Amounts in thousands, except percentages)
Carrying Value Percent of Total
Fixed maturity securities:
   United States government and government agencies $ 1,238,117  4.9  %
   State and municipal:
        Special revenue 1,641,909  6.5  %
        Local general obligation 412,160  1.6  %
        State general obligation 402,251  1.6  %
        Corporate backed 188,741  0.7  %
        Pre-refunded 107,086  0.4  %
            Total state and municipal 2,752,147  10.8  %
   Mortgage-backed securities:
        Agency 1,081,894  4.3  %
        Commercial 604,096  2.4  %
        Residential - Prime 217,690  0.9  %
        Residential - Alt A 3,200  0.0  %
            Total mortgage-backed securities 1,906,880  7.6  %
   Asset-backed securities 3,743,803  14.8  %
   Corporate:
        Industrial 3,299,928  13.0  %
        Financial 2,618,100  10.4  %
        Utilities 621,425  2.5  %
        Other 467,615  1.8  %
            Total corporate 7,007,068  27.7  %
   Foreign government 1,407,608  5.6  %
            Total fixed maturity securities (1) 18,055,623  71.4  %
Equity securities available for sale:
   Common stocks 1,014,820  4.0  %
   Preferred stocks 224,892  0.9  %
            Total equity securities available for sale 1,239,712  4.9  %
Cash and cash equivalents (2) 2,207,220  8.7  %
Investment funds (3) 1,593,433  6.3  %
Real estate 1,292,200  5.1  %
Arbitrage trading account 723,967  2.9  %
Loans receivable 181,562  0.7  %
          Net invested assets $ 25,293,717  100.0  %


(1)Total fixed maturity securities had an average rating of AA- and an average duration of 2.3 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.