Form 8-K - Current report

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): October 23, 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 third quarter of 2023. The press release was issued on October 23, 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 October 23, 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: October 23, 2023

W. R. Berkley Corporation 6

EXHIBIT INDEX

Exhibit:

99.1 Press Release dated October 23, 2023


						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 Third Quarter Results

Net Income Increased by 45.7% to $334 Million;

Operating Return on Equity of 21.7% and Return on Equity of 19.8%;

Record Quarterly Net Investment Income of $271 Million Driven by 59.3% Increase in the Core Portfolio

Greenwich, CT, October 23, 2023 - W. R. Berkley Corporation (NYSE: WRB) today reported its third quarter 2023 results.

Summary Financial Data

(Amounts in thousands, except per share data)


	Third Quarter						Nine Months
	2023			2022			2023			2022

Gross premiums written	$	3,353,205		$	3,081,938		$	9,739,296		$	8,994,175
Net premiums written	2,848,459			2,577,274			8,234,799			7,576,163

Net income to common stockholders	333,586			228,879			984,020			998,839
Net income per diluted share	1.23			0.82			3.59			3.57

Operating income (1)	366,608			281,833			952,868			901,436
Operating income per diluted share	1.35			1.01			3.48			3.22

Return on equity (2)	19.8		%	13.8		%	19.4		%	20.0		%
Operating return on equity (1) (2)	21.7		%	16.9		%	18.8		%	18.1		%

(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

Third quarter highlights included:

•Operating return on equity and return on equity of 21.7% and 19.8%, respectively.

•Record net investment income of $270.9 million driven by 59.3% increase in the core portfolio.

•The current accident year combined ratio before catastrophe losses of 2.3 loss ratio points was 87.9%.

•The reported combined ratio was 90.2%, including current accident year catastrophe losses of $61.5 million.

•Record net premiums written grew 10.5% to $2.8 billion.

•Underwriting income and net income grew 34.7% and 45.7% to $258.7 million and $333.6 million, respectively.

•Average rate increases excluding workers' compensation were approximately 8.5%.

•Total capital returned to shareholders was $160.3 million, consisting of $129.0 million of special dividends, $28.4 million of regular dividends, and $2.9 million of share repurchases.

The Company commented:

Strong underwriting profits and record quarterly net investment income drove the Company’s exceptional annualized operating return on equity of 21.7% in the third quarter of 2023.

Net premiums written grew 10.5% in the quarter. Market segments, territories and lines of business continue to move independently of one another. Accordingly, we are expanding in areas that are likely to provide attractive risk-adjusted profitability. Overall rate increases excluding workers’ compensation remained strong at 8.5%.

The higher interest rate environment contributed to a meaningful year-over-year increase in investment income. We anticipate this trend will continue as we benefit from record operating cash flows and reinvest at higher interest rates. Simultaneously, the short duration and high quality of our fixed-maturity portfolio have enabled us to grow book value even as interest rates have risen.

Our focus on total risk-adjusted return, decentralized operations, and entrepreneurial culture, coupled with effective capital management, has enabled us to continue to create value for our shareholders. We remain well positioned for continued success and very optimistic about the remainder of 2023 and the foreseeable future.

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 October 23, 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 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 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)




	Third Quarter				Nine Months
	2023		2022		2023		2022
Revenues:
Net premiums written	$	2,848,459	$	2,577,274	$	8,234,799	$	7,576,163
Change in unearned premiums	(206,545)		(135,313)		(548,726)		(527,958)
Net premiums earned	2,641,914		2,441,961		7,686,073		7,048,205
Net investment income	270,944		202,816		739,494		547,902
Net investment (losses) gains:
Net realized and unrealized (losses) gains on investments	(40,855)		(66,282)		50,403		139,664
Change in allowance for credit losses on investments	(1,571)		(1,128)		(11,164)		(12,365)
Net investment (losses) gains	(42,426)		(67,410)		39,239		127,299
Revenues from non-insurance businesses	137,116		119,013		375,225		345,210
Insurance service fees	22,962		27,940		81,290		82,284
Other Income	128		80		235		1,797

Total Revenues	3,030,638		2,724,400		8,921,556		8,152,697
Expenses:
Loss and loss expenses	1,636,193		1,564,578		4,744,602		4,339,646




Other operating costs and expenses	808,669		725,537		2,457,925		2,139,256
Expenses from non-insurance businesses	133,939		116,240		370,244		334,062
Interest expense	31,888		31,780		95,580		98,473
Total expenses	2,610,689		2,438,135		7,668,351		6,911,437
Income before income tax	419,949		286,265		1,253,205		1,241,260
Income tax expense	(86,519)		(55,791)		(268,322)		(238,290)



Net Income before noncontrolling interests	333,430		230,474		984,883		1,002,970

Noncontrolling interest	156		(1,595)		(863)		(4,131)
Net income to common stockholders	$	333,586	$	228,879	$	984,020	$	998,839


Net income per share:
Basic	$	1.24	$	0.83	$	3.62	$	3.61
Diluted	$	1.23	$	0.82	$	3.59	$	3.57

Average shares outstanding (1):
Basic	269,191		277,192		271,656		276,928
Diluted	271,439		279,642		274,146		279,644

(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)


	Third Quarter						Nine Months
	2023			2022			2023			2022
Insurance:
Gross premiums written	$	2,990,869		$	2,719,824		$	8,659,128		$	7,976,288
Net premiums written	2,508,740			2,237,608			7,246,773			6,637,024
Net premiums earned	2,319,435			2,129,014			6,747,704			6,162,005
Pre-tax income	415,279			322,312			1,153,742			1,052,185
Loss ratio	62.6		%	63.2		%	62.8		%	61.3		%
Expense ratio	28.4		%	28.0		%	28.4		%	27.9		%
GAAP Combined ratio	91.0		%	91.2		%	91.2		%	89.2		%

Reinsurance & Monoline Excess:
Gross premiums written	$	362,336		$	362,114		$	1,080,168		$	1,017,887
Net premiums written	339,719			339,666			988,026			939,139
Net premiums earned	322,479			312,947			938,369			886,200
Pre-tax income	106,072			59,561			313,290			209,366
Loss ratio	56.8		%	70.2		%	53.7		%	63.7		%
Expense ratio	27.8		%	28.4		%	28.7		%	28.4		%
GAAP Combined ratio	84.6		%	98.6		%	82.4		%	92.1		%

Corporate and Eliminations:
Net investment (losses) gains	$	(42,426)		$	(67,410)		$	39,239		$	127,299
Interest expense	(31,888)			(31,780)			(95,580)			(98,473)
Other expenses	(27,088)			3,582			(157,486)			(49,117)
Pre-tax loss	(101,402)			(95,608)			(213,827)			(20,291)

Consolidated:
Gross premiums written	$	3,353,205		$	3,081,938		$	9,739,296		$	8,994,175
Net premiums written	2,848,459			2,577,274			8,234,799			7,576,163
Net premiums earned	2,641,914			2,441,961			7,686,073			7,048,205
Pre-tax income	419,949			286,265			1,253,205			1,241,260
Loss ratio	61.9		%	64.1		%	61.7		%	61.6		%
Expense ratio	28.3		%	28.0		%	28.4		%	28.0		%
GAAP Combined ratio	90.2		%	92.1		%	90.1		%	89.6		%

(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.

W. R. Berkley Corporation 7

Supplemental Information

(Amounts in thousands)


	Third Quarter				Nine Months
	2023		2022		2023		2022
Net premiums written:
Other liability	$	979,025	$	861,551	$	2,869,297	$	2,569,737
Short-tail lines (1)	553,447		439,630		1,572,609		1,318,398
Commercial automobile	388,132		333,935		1,045,651		948,913
Workers' compensation	302,701		306,593		937,855		940,734
Professional liability	285,435		295,899		821,361		859,242
Total Insurance	2,508,740		2,237,608		7,246,773		6,637,024



Casualty reinsurance	183,211		195,642		572,102		583,780
Monoline excess	83,217		75,959		212,839		192,723
Property reinsurance	73,291		68,065		203,085		162,636
Total Reinsurance & Monoline Excess	339,719		339,666		988,026		939,139
Total	$	2,848,459	$	2,577,274	$	8,234,799	$	7,576,163

Current accident year losses from catastrophes (including COVID-19 related losses):
Insurance	$	46,160	$	51,144	$	139,409	$	101,802
Reinsurance & Monoline Excess	15,369		42,999		23,536		79,063
Total	$	61,529	$	94,143	$	162,945	$	180,865

Net Investment income:
Core portfolio (2)	$	248,618	$	156,077	$	680,883	$	401,975
Investment funds	4,450		36,045		5,443		121,919
Arbitrage trading account	17,876		10,694		53,168		24,008
Total	$	270,944	$	202,816	$	739,494	$	547,902

Net realized and unrealized (losses) gains on investments:
Net realized (losses) gains on investments	$	(21,796)	$	(15,898)	$	4,798	$	228,365
Change in unrealized (losses) gains on equity securities	(19,059)		(50,384)		45,605		(88,701)
Total	$	(40,855)	$	(66,282)	$	50,403	$	139,664

Other operating costs and expenses:
Policy acquisition and insurance operating expenses	$	747,007	$	685,325	$	2,183,517	$	1,974,676
Insurance service expenses	21,225		24,991		70,336		71,348
Net foreign currency gains	(22,498)		(41,065)		(1,777)		(85,060)

Other costs and expenses	62,935		56,286		205,849		178,292
Total	$	808,669	$	725,537	$	2,457,925	$	2,139,256

Cash flow from operations	$	1,077,093	$	767,649	$	2,231,162	$	1,773,303

Reconciliation of net income to operating income:
Net income	$	333,586	$	228,879	$	984,020	$	998,839
Pre-tax investment losses (gains), net of related expenses	42,426		67,410		(39,170)		(122,930)
Income tax (benefit) expense	(9,404)		(14,456)		8,018		25,527
Operating income after-tax (3)	$	366,608	$	281,833	$	952,868	$	901,436

(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)


	September 30, 2023		December 31, 2022








Net invested assets (1)	$	26,126,604	$	24,545,672





Total assets	36,111,348		33,815,103
Reserves for losses and loss expenses	18,273,310		17,011,223
Senior notes and other debt	1,828,046		1,828,823
Subordinated debentures	1,008,910		1,008,371
Common stockholders' equity (2)	6,915,579		6,748,332
Common stock outstanding (3)	258,044		264,546
Book value per share (4)	26.80		25.51
Tangible book value per share (4)	25.91		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 September 30, 2023, reflected in common stockholders' equity are after-tax unrealized investment losses of $944 million and unrealized currency translation losses of $379 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 nine months ended September 30, 2023, the Company repurchased 7,146,975 shares of its common stock for $430.5 million. During the three months ended September 30, 2023, the Company repurchased 48,016 shares of its common stock for $2.9 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

September 30, 2023

(Amounts in thousands, except percentages)



	Carrying Value		Percent of Total
Fixed maturity securities:
United States government and government agencies	$	1,467,199	5.6	%
State and municipal:
Special revenue	1,646,921		6.3	%
State general obligation	405,969		1.6	%
Local general obligation	385,340		1.5	%
Corporate backed	179,973		0.7	%
Pre-refunded	102,594		0.3	%
Total state and municipal	2,720,797		10.4	%
Mortgage-backed securities:
Agency	1,250,357		4.8	%
Commercial	629,512		2.4	%
Residential - Prime	196,519		0.8	%
Residential - Alt A	2,937		0.0	%
Total mortgage-backed securities	2,079,325		8.0	%
Asset-backed securities	4,087,458		15.6	%
Corporate:
Industrial	3,344,567		12.8	%
Financial	2,679,247		10.3	%
Utilities	643,277		2.5	%
Other	581,723		2.2	%
Total corporate	7,248,814		27.8	%
Foreign government	1,431,712		5.5	%
Total fixed maturity securities (1)	19,035,305		72.9	%
Equity securities available for sale:
Common stocks	961,433		3.7	%
Preferred stocks	220,628		0.8	%
Total equity securities available for sale	1,182,061		4.5	%

Cash and cash equivalents (2)	2,035,399		7.8	%
Investment funds	1,600,495		6.1	%
Real estate	1,270,545		4.9	%
Arbitrage trading account	825,049		3.1	%
Loans receivable	177,750		0.7	%
Net invested assets	$	26,126,604	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.

Cover Page	Oct. 23, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 23, 2023
Entity File Number	1-15202
Entity Registrant Name	W. R. BERKLEY CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-1867895
Entity Address, Address Line One	475 Steamboat Road
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06830
City Area Code	(203)
Local Phone Number	629-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.20 per share
Trading Symbol	WRB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000011544
Amendment Flag	false
5.700% Subordinated Debentures due 2058
Entity Information [Line Items]
Title of 12(b) Security	5.700% Subordinated Debentures due 2058
Trading Symbol	WRB-PE
Security Exchange Name	NYSE
5.100% Subordinated Debentures due 2059
Entity Information [Line Items]
Title of 12(b) Security	5.100% Subordinated Debentures due 2059
Trading Symbol	WRB-PF
Security Exchange Name	NYSE
4.250% Subordinated Debentures due 2060
Entity Information [Line Items]
Title of 12(b) Security	4.250% Subordinated Debentures due 2060
Trading Symbol	WRB-PG
Security Exchange Name	NYSE
4.125% Subordinated Debentures due 2061
Entity Information [Line Items]
Title of 12(b) Security	4.125% Subordinated Debentures due 2061
Trading Symbol	WRB-PH
Security Exchange Name	NYSE