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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 23, 2024
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 2024. The press release was issued on April 23, 2024. 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 23, 2024





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 23, 2024


W. R. Berkley Corporation         6

EXHIBIT INDEX


Exhibit:
99.1         Press Release dated April 23, 2024





EX-99.1 2 wrb33120248-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
Net Income Increased 50.4% to $442 Million and Operating Income Increased 53.4% to a Record $423 Million; Return on Equity of 23.7% and Operating Return on Equity of 22.7%

Greenwich, CT, April 23, 2024 - W. R. Berkley Corporation (NYSE: WRB) today reported its first quarter 2024 results.
Summary Financial Data
(Amounts in thousands, except per share data)
First Quarter
2024 2023
Gross premiums written $ 3,362,755  $ 3,049,317 
Net premiums written 2,851,291  2,574,824 
Net income to common stockholders 442,471  294,126 
Net income per diluted share 1.64  1.06 
Operating income (1) 423,324  275,966 
Operating income per diluted share 1.56  1.00 
Return on equity (2) 23.7  % 17.4  %
Operating return on equity (1) (2) 22.7  % 16.4  %


(1)Operating income is a non-GAAP financial measure defined by the Company as net income excluding after-tax net investment gains 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 and operating return on equity of 23.7% and 22.7%, respectively.
•Net investment income grew 43.2% to a record $319.8 million.
•Record net premiums written grew 10.7% to $2.9 billion.
•The current accident year combined ratio before catastrophe losses of 1.1 loss ratio points was 87.7%.
•The reported combined ratio was 88.8%, including current accident year catastrophe losses of $30.5 million.
•Pre-tax underwriting income grew 31.8% to $309.0 million.
•Average rate increases excluding workers' compensation were approximately 7.8%.
•Operating cash flow increased 67.6% to $746.2 million.



The Company commented:
The Company continued to have very strong results in the first quarter 2024, with a 23.7% annualized return on beginning of year common stockholders’ equity.
Growth in first quarter net premiums written accelerated year over year to 10.7%, as market conditions remained favorable in many areas of our business. Our combined ratio was 88.8% even as we continued our prudent view of loss trends. Our flexibility to expand or contract each of our businesses according to specific market conditions continues to be a competitive advantage.
Net investment income increased 43.2% over the prior year first quarter, despite challenges during this quarter with our investment funds. Our total-return investment strategy seeks to maximize risk-adjusted returns over the long-term across all market cycles and economic environments. New money rates remain higher than our book yield, which along with extremely strong operating cash flow, positions us well for future investment income growth.
Our results demonstrate how our persistent focus on risk-adjusted return in all aspects of our business allows us to successfully navigate risks and embrace opportunities. We remain confident that we will continue to deliver outstanding value to shareholders in 2024 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 23, 2024, at 9:00 a.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 2024 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 cyber security-related risks; natural and man-made catastrophic losses, including as a result of terrorist activities; the ongoing effects of the COVID-19 pandemic, or other epidemics and pandemics; 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 to such conditions, on our results and financial condition; foreign currency and political risks 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; cyber security breaches of our information technology systems and the information technology systems of our vendors and other third parties, or related processes and systems; 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 2024 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
2024 2023
Revenues:
  Net premiums written $ 2,851,291  $ 2,574,824 
  Change in unearned premiums (86,944) (83,392)
    Net premiums earned 2,764,347  2,491,432 
  Net investment income 319,839  223,398 
  Net investment gains:
  Net realized and unrealized gains on investments 11,503  22,611 
   Change in allowance for credit losses on investments 14,277  399 
  Net investment gains 25,780  23,010 
  Revenues from non-insurance businesses 120,992  124,200 
  Insurance service fees 25,319  32,857 
  Other Income 496  107 
       Total Revenues 3,256,773  2,895,004 
Expenses:
   Loss and loss expenses 1,663,778  1,538,755 
   Other operating costs and expenses 868,589  825,575 
   Expenses from non-insurance businesses 118,607  122,767 
   Interest expense 31,728  31,836 
     Total expenses 2,682,702  2,518,933 
     Income before income tax 574,071  376,071 
   Income tax expense (132,036) (80,342)
     Net Income before noncontrolling interests 442,035  295,729 
   Noncontrolling interest 436  (1,603)
     Net income to common stockholders $ 442,471  $ 294,126 
 Net income per share:
 Basic $ 1.65  $ 1.07 
 Diluted $ 1.64  $ 1.06 
 Average shares outstanding (1):
 Basic 268,211  274,977 
 Diluted 270,505  277,339 


(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) (2)
First Quarter
2024 2023
Insurance:
   Gross premiums written $ 2,921,050  $ 2,626,346 
   Net premiums written 2,445,715  2,185,421 
   Net premiums earned 2,398,768  2,142,924 
   Pre-tax income 478,149  352,626 
   Loss ratio 61.8  % 62.6  %
   Expense ratio 28.4  % 28.6  %
   GAAP Combined ratio 90.2  % 91.2  %
Reinsurance & Monoline Excess:
   Gross premiums written $ 441,705  $ 422,971 
   Net premiums written 405,576  389,403 
   Net premiums earned 365,579  348,508 
   Pre-tax income 127,624  101,285 
   Loss ratio 49.8  % 56.4  %
   Expense ratio 29.8  % 30.2  %
   GAAP Combined ratio 79.6  % 86.6  %
Corporate and Eliminations:
   Net investment gains $ 25,780  $ 23,010 
   Interest expense (31,728) (31,836)
   Other expenses (25,754) (69,014)
   Pre-tax loss (31,702) (77,840)
Consolidated:
   Gross premiums written $ 3,362,755  $ 3,049,317 
   Net premiums written 2,851,291  2,574,824 
   Net premiums earned 2,764,347  2,491,432 
   Pre-tax income 574,071  376,071 
   Loss ratio 60.2  % 61.8  %
   Expense ratio 28.6  % 28.8  %
   GAAP Combined ratio 88.8  % 90.6  %


(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.
(2)Commencing with the first quarter of 2024, the Company reclassified a program management business from the Insurance segment to the Reinsurance & Monoline Excess segment. The reclassified business is a program management business offering support on a nationwide basis for commercial casualty and property program administrators. Reclassifications have been made to the Company's 2023 financial information to conform with this presentation.



W. R. Berkley Corporation        7
Supplemental Information
(Amounts in thousands)
First Quarter
2024 2023
Net premiums written:
   Other liability $ 1,015,614  $ 901,293 
   Short-tail lines (1) 532,341  426,654 
   Auto 348,582  293,857 
   Workers' compensation 304,632  309,984 
   Professional liability 244,546  253,633 
     Total Insurance 2,445,715  2,185,421 
   Casualty (2) 190,019  211,291 
 Monoline excess 116,895  104,518 
 Property (2) 98,662  73,594 
     Total Reinsurance & Monoline Excess 405,576  389,403 
          Total $ 2,851,291  $ 2,574,824 
Current accident year losses from catastrophes:
   Insurance $ 27,451  $ 45,242 
   Reinsurance & Monoline Excess 3,055  2,627 
     Total $ 30,506  $ 47,869 
Net Investment income:
   Core portfolio (3) $ 331,177  $ 202,962 
   Investment funds (29,349) 2,180 
   Arbitrage trading account 18,011  18,256 
     Total $ 319,839  $ 223,398 
Net realized and unrealized gains (losses) on investments:
   Net realized losses on investments $ (14,308) $ (20,793)
   Change in unrealized gains on equity securities 25,811  43,404 
     Total $ 11,503  $ 22,611 
Other operating costs and expenses:
   Policy acquisition and insurance operating expenses $ 791,532  $ 718,276 
   Insurance service expenses 21,439  25,180 
   Net foreign currency (gains) losses (13,177) 9,495 
   Other costs and expenses 68,795  72,624 
     Total $ 868,589  $ 825,575 
Cash flow from operations $ 746,235  $ 445,323 
Reconciliation of net income to operating income:
   Net income $ 442,471  $ 294,126 
   Pre-tax investment gains, net of related expenses (25,780) (23,010)
   Income tax expense 6,633  4,850 
     Operating income after-tax (4) $ 423,324  $ 275,966 

(1)Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler and machinery, high net worth homeowners and other lines.
(2)Includes reinsurance casualty and property and certain program management business.
(3)Core portfolio includes fixed maturity securities, equity securities, cash and cash equivalents, real estate and loans receivable.
(4)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)
March 31, 2024 December 31, 2023
Net invested assets (1) $ 27,583,673  $ 26,973,703 
Total assets 37,851,072  37,111,830 
Reserves for losses and loss expenses 19,099,628  18,739,652 
Senior notes and other debt 1,827,997  1,827,951 
Subordinated debentures 1,009,269  1,009,090 
Common stockholders' equity (2) 7,784,832  7,455,431 
Common stock outstanding (3) 256,549  256,545 
Book value per share (4) 30.34  29.06 
Tangible book value per share (4) 29.38  28.08 


(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, 2024, reflected in common stockholders' equity are after-tax unrealized investment losses of $657 million and unrealized currency translation losses of $367 million. As of December 31, 2023, reflected in common stockholders' equity are after-tax unrealized investment losses of $586 million and unrealized currency translation losses of $340 million.
(3)During the three months ended March 31, 2024, 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)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, 2024
(Amounts in thousands, except percentages)
Carrying Value Percent of Total
Fixed maturity securities:
   United States government and government agencies $ 1,829,552  6.6  %
   State and municipal:
        Special revenue 1,546,112  5.6  %
        State general obligation 430,544  1.6  %
        Local general obligation 382,778  1.4  %
        Corporate backed 155,519  0.6  %
        Pre-refunded 89,053  0.3  %
            Total state and municipal 2,604,006  9.5  %
   Mortgage-backed securities:
        Agency 1,612,183  5.8  %
        Commercial 609,880  2.2  %
        Residential - Prime 185,957  0.7  %
        Residential - Alt A 2,760  0.0  %
            Total mortgage-backed securities 2,410,780  8.7  %
   Asset-backed securities 4,239,561  15.4  %
   Corporate:
        Industrial 3,734,275  13.5  %
        Financial 3,113,296  11.3  %
        Utilities 729,662  2.6  %
        Other 585,470  2.1  %
            Total corporate 8,162,703  29.5  %
   Foreign government 1,718,252  6.2  %
            Total fixed maturity securities (1) 20,964,854  75.9  %
Equity securities available for sale:
   Common stocks 846,669  3.1  %
   Preferred stocks 331,379  1.2  %
            Total equity securities available for sale 1,178,048  4.3  %
Investment funds 1,555,818  5.6  %
Real estate 1,273,063  4.6  %
Cash and cash equivalents (2) 1,237,005  4.5  %
Arbitrage trading account 1,146,119  4.2  %
Loans receivable 228,766  0.9  %
          Net invested assets $ 27,583,673  100.0  %


(1)Total fixed maturity securities had an average rating of AA- and an average duration of 2.5 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.