United States Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
Annual Report
Pursuant to Section 15(d) of the Securities Exchange Act of
1934
(Mark One)
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Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 |
For the fiscal year ended December 31, 2021
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Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 |
For the transition period from
to
Commission file number 001-15202
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A. |
Full title of the plan and the address of the plan, if different
from that of the issuer named below: |
W. R. Berkley Corporation Profit Sharing Plan
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B. |
Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: |
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, CT 06830
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
December 31, 2021 and 2020
Index to Financial Statements and Supplemental
Schedule
Page(s)
Report of Independent Registered Public Accounting
Firm 1
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 2021 and
2020 2
Statement of Changes in Net Assets
Available for Plan Benefits for the year ended December 31,
2021 3
Notes to Financial
Statements 4 - 10
Supplemental Schedules*:
Supplemental Schedule H, line 4i — Schedule of Assets (Held at
End of Year) as of December 31, 2021 11
- 12
Schedule H, Line 4a - Schedule of Delinquent Participant
Contributions for the Year Ended December 31, 2021
13
Exhibit 23 - Consent of Independent Registered Public
Accounting Firm EX-23
Report of Independent Registered Public Accounting
Firm
To the Plan Participants and Plan Administrator
W. R. Berkley Corporation Profit Sharing Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available
for plan benefits of W. R. Berkley Corporation Profit Sharing Plan
(the Plan) as of December 31, 2021 and 2020, the related
statement of changes in net assets available for plan benefits for
the year ended December 31, 2021, and the related notes
(collectively, the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the
net assets available for plan benefits of the Plan as of
December 31, 2021 and 2020, and the changes in net assets
available for plan benefits for the year ended December 31,
2021, in conformity with U.S. generally accepted accounting
principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Plan in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Accompanying Supplemental Information
The supplemental information in the accompanying Schedule H, line
4i - Schedule of Assets (Held at End of Year) as of
December 31, 2021, has been subjected to audit procedures
performed in conjunction with the audit of the Plan’s financial
statements. The supplemental information is the responsibility of
the Plan’s management. Our audit procedures included determining
whether the supplemental information reconciles to the financial
statements or the underlying accounting and other records, as
applicable, and performing procedures to test the completeness and
accuracy of the information presented in the supplemental
information. In forming our opinion on the supplemental
information, we evaluated whether the supplemental information,
including its form and content, is presented in conformity with the
Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. In our opinion, the supplemental information is fairly
stated, in all material respects, in relation to the financial
statements as a whole.
/s/ KPMG LLP
We have not been able to determine the specific year that we began
serving as the Plan’s auditor, however we are aware that we have
served as the Plan’s auditor since at least 1993.
Stamford, Connecticut
June 29, 2022
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2021 and 2020
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2021 |
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2020 |
Assets:
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Cash |
$ |
3,904 |
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$ |
1,794,577 |
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Investments, at fair value (note 6):
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W. R. Berkley Corporation Common Stock Fund
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161,293,502 |
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140,669,988 |
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Mutual Funds
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388,078,817 |
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344,249,257 |
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Common Collective Trusts
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1,249,129,943 |
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979,371,287 |
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Money Market Funds
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916,584 |
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92,489,287 |
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Other Investments
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2,140,581 |
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156,256 |
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Total Investments at fair value
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1,801,559,427 |
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1,556,936,075 |
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Participant loans receivable
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15,112,271 |
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14,957,470 |
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Contributions receivable employer
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53,412,716 |
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46,440,307 |
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Total Assets
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1,870,088,318 |
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1,620,128,429 |
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Liabilities: |
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Payable for securities purchased
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65,428 |
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105,303 |
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Payable for trustee, administrative fees and other
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9 |
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Total Liabilities
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65,430 |
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105,312 |
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Net assets available for plan benefits |
$ |
1,870,022,888 |
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$ |
1,620,023,117 |
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See accompanying notes to financial statements.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan
Benefits
Year ended December 31, 2021
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Additions to net assets attributed to:
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Investment income:
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Net appreciation in fair value of investments
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$ |
227,055,772 |
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Interest and dividends
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36,738,712 |
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Net investment income
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263,794,484 |
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Interest on participant loans
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583,437 |
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Contributions:
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Employer
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53,412,716 |
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Participants
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49,059,314 |
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Rollovers
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21,781,022 |
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Total contributions
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124,253,052 |
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Total additions
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388,630,973 |
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Deductions from net assets attributed to:
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Benefits paid to participants
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138,360,212 |
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Other expense, net
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270,990 |
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Total deductions
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138,631,202 |
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Net increase in net assets available for plan benefits
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249,999,771 |
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Net assets available for plan benefits at:
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Beginning of year
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1,620,023,117 |
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End of year
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$ |
1,870,022,888 |
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See accompanying notes to financial statements.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(1) Plan
Description
The following brief description of the W. R. Berkley Corporation
(the “Company”) Profit Sharing Plan (the “Plan”) is provided for
general information purposes only. This brief description is
qualified in its entirety by the text of the Plan, and Participants
should refer to the Plan for a more complete description of the
Plan. Capitalized terms used herein shall have the respective
meanings as set forth in the Plan.
(a) General
The Plan is a defined contribution plan and was established for the
benefit of eligible Employees of the Company and its participating
subsidiaries. Employees of the Company and its participating
subsidiaries become eligible to participate in the Plan for
purposes of making Tax-Deferred Contributions, Roth Contributions,
Catch-Up Contributions and Rollover Contribution/Transfer Amounts
on the date they were first credited with an Hour-of-Service. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”). The Plan allows for
mandatory distributions to terminated Participants whose vested
Account balance is less than $1,000.
Fidelity Management Trust Company (“Fidelity”) is the Trustee and
Fidelity or its affiliates act as the custodian and record keeper
for the Plan. The Company has a Profit Sharing Plan Finance
Committee (“Finance Committee”) to select the investment
alternatives provided by the Plan. The Company has a Profit Sharing
Plan Administrative Committee (“Administrative Committee”) to act
as the administrator of the Plan (“Plan
Administrator”).
(b) Contributions
Employer Contributions
Each Plan Year, the Company makes an Employer Profit Sharing
Contribution to the Plan. The Company’s current minimum Employer
Profit Sharing Contribution for each Plan Year is 5% of a
Participant’s Earnings for the period of the calendar year that the
Employee was a Participant, up to the maximum amount permitted for
one year by the U.S. Internal Revenue Code of 1986, as amended
(“IRC”). The Company’s Employer Profit Sharing Contribution is
allocated as follows: 60% to the Participant’s Company Profit
Sharing Account, subject to the Plan’s vesting schedule; and 40% to
the Participant’s Tax-Deferred Contribution Account, which is 100%
vested.
Employer Profit Sharing Contributions are determined separately for
each Participating Employer and are allocated as of the last day of
the calendar year based on the Participant’s Earnings. Eligible
Earnings accrue on the earlier of the first day of the Calendar
Quarter following the first full Calendar Quarter in which the
Participant completes 250 Hours-of-Service, or on the first day of
the Calendar Quarter following the first employment year (the 12
consecutive month period measured from the date of the first
Hour-of-Service) in which the Participant completes at least 1,000
Hours-of-Service provided they are an employee on the first day of
such Calendar Quarter. Prior to January 1, 2021, Hours-of-Service
were determined by tracking an employee’s actual completed hours.
For Plan years commencing on and after January 1, 2021,
Hours-of-Service will be determined using the U.S. Department of
Labor’s equivalency rules. Under these rules, for Plan purposes, an
employee will automatically be deemed to complete 190
Hours-of-Service for each calendar month in which he or she is
credited with at least one Hour-of-Service, regardless of the
actual number of hours that the employee completes in a calendar
month. If the Participant’s employment during a single Plan Year
was divided between two or more Participating Employers, and the
Participant is eligible for an Employer Profit Sharing Contribution
for the Plan Year, each Participating Employer for which the
Participant worked will make the appropriate contribution to the
Participant’s Account based on their period of service with, and
Earnings from, the Participating Employer.
Participant Contributions
Tax-Deferred
Contributions
A Participant in the Plan may elect to have voluntary Tax-Deferred
Contributions deducted from their pay, for each pay period, in any
amount from 1% to 50% of their eligible Earnings. A Participant may
also elect to have an amount in excess of 50% of their eligible
Earnings for a pay period deducted provided that their aggregate
Tax-Deferred Contributions for the calendar year do not exceed 50%
of the Participant’s eligible Earnings to date up to a statutory
limit ($19,500
for 2021). A Participant may change or suspend their Tax-Deferred
Contributions election. Any Employee who fails to make an election
with respect to the Tax-Deferred Contributions and/or Roth
Contributions shall be deemed to have elected to make Tax-Deferred
Contributions to the Plan at an initial rate equal to 1% of
Earnings commencing the first payday on or after the 90th day
following the Employee’s employment commencement date. The Employee
is also automatically enrolled in the Plan's Annual Increase
Program, that increases the contribution rate 1% annually as
determined by the Employee’s date of hire or adjusted date of hire,
whichever is the latest, until capped at 3%.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2021 and 2020
After-Tax Roth Contributions
A Participant may designate part or all of their Plan contributions
as either Tax-Deferred Contributions or as after-tax Roth
Contributions provided that their aggregate combined Tax-Deferred
Contributions and after-tax Roth Contributions for the calendar
year do not exceed 50% of the Participant’s Earnings for the Plan
year up to a statutory limit
($19,500
for 2021). A Participant may change or suspend their after-tax Roth
Contribution election. An in-plan Roth conversion feature is
available subject to terms and conditions established by the Plan’s
Administrative Committee. Participants may be eligible to convert
certain accounts that are eligible for in-service withdrawal (other
than hardship withdrawal) to a designated Roth account within the
Plan.
Rollover
Contributions/Transfer Amounts
A Participant who receives a qualifying rollover distribution from
an eligible retirement plan may make a Rollover Contribution into
the Plan even though the Participant has not otherwise become
eligible to participate in the Plan. Amounts that are attributable
to after-tax Roth Contributions may be rolled into the Plan only
from another employer’s eligible retirement plan; they may not be
rolled into the Plan from a Roth IRA, even if the only monies held
in the Roth IRA were previously distributed from an eligible
retirement plan.
In addition, amounts attributable to after-tax Roth Contributions
must be rolled over to the Plan by means of a Rollover
Contribution.
Catch-Up
Contributions
In addition to the Tax-Deferred Contributions and/or after-tax Roth
Contributions described above, Plan Participants who will be at
least 50 years old by the end of the calendar year and who
have contributed the maximum amount of Tax-Deferred Contributions
and/or after-tax Roth Contributions for the year may make
additional Catch-up Contributions
to the Plan. For 2021, Tax-Deferred and after-tax Roth Catch-up
Contributions had a combined limit of $6,500.
(c) Participants’
Accounts
Each Participant’s Account is credited with the Participant’s
contributions, the appropriate amount of the Company’s Employer
Profit Sharing Contributions and an allocation of investment fund
earnings or losses in which the Participant has directed his or her
contribution. The benefit to which a Participant is entitled is the
benefit that can be provided from the Participant’s vested Account.
The Account of each Participant is valued on a daily
basis.
(d) Vesting
Participants are fully vested in their Tax-Deferred and after-tax
Roth Contributions, Roll-Over Contributions, Catch-up
Contributions, the Employer Profit Sharing Contribution to their
Tax-Deferred Contribution Account, and earnings thereon. Effective
January 1, 2007, the vesting percent in the portion of the Employer
Profit Sharing Contribution allocated to the Participant’s Company
Profit Sharing Account occurs at the rate of 20% per year beginning
after two years of continuous employment.
(e) Payments
of Benefits
On Termination of Employment, Retirement or death, a Participant or
Participant’s beneficiary may elect to receive the payment of
benefits in a lump sum or in annual installments not to exceed
15 years. Distributions to terminated Participants are based
upon the closing price of the funds on the date the Participant
requests the distribution from Fidelity. Withdrawals to active
Participants are based on the date the withdrawals have been
approved by the Plan Administrator and are processed by
Fidelity.
Hardship withdrawals are allowed under certain circumstances as
defined in the Plan. Participants are suspended from making
contributions for six months after taking a hardship withdrawal
from the Plan.
On March 27, 2020, Congress passed the Coronavirus Aid, Relief, and
Economic Security Act (“CARES Act”), which included several relief
provisions available to tax qualified retirement plans and their
participants. The provisions of the CARES Act may be effective and
operationalized immediately, prior to amending the Plan document.
The Plan has adopted the provision that allows eligible plan
participants to request penalty-free distributions of up to
$100,000 before December 31, 2020 for qualifying reasons associated
with the COVID-19 pandemic.
(f)
Forfeitures
Amounts forfeited by non-vested Participants who terminated
employment during the year were $1,788,647 and $1,702,528 for the
years ended December 31, 2021 and 2020, respectively. Prior to
January 1, 2021, any amounts that were forfeited by participants
during the Plan year (for example, due to termination of employment
without sufficient vesting service) were allocated at the end of
the Plan year to the accounts of individuals who were participants
on the last day of the Plan year and completed at least 1,000
Hours-of-Service during the Plan year. For Plan years commencing on
and after January 1, 2021, forfeitures are no longer to be
allocated to participant accounts and, instead, are applied toward
the costs of operating and funding the Plan. The forfeiture balance
totaled $1,846,798 and $1,823,697 as of December 31, 2021 and
2020, respectively.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(g)
Participant Loans
The Plan allows Participants to borrow from their Account.
Participants may borrow up to 50% of their vested Account balance;
the minimum amount of any loan from the Plan is $1,000, and the
maximum amount is the lesser of $50,000 or 50% of the value of the
Participant’s vested Account. A Participant may request a loan for
any reason and the loan may be repaid over 60 months. For the
purchase of a primary residence, however, the loan may be repaid
over 25 years. At December 31, 2021 and 2020, there were
1,547 and 1,634 individual loans outstanding, respectively, bearing
interest at rates ranging from 3.25% to 9.5% per annum with
maturities ranging from 1 to 25 years for both
years.
The interest rate charged on the loan and repaid to the
Participant’s Account is set to the prime rate as of the first day
of the quarter in which the loan originated and is fixed for the
duration of the loan. A Participant may have up to two loans
outstanding at a time. Repayment of the loan to the Participant’s
Account is made through payroll deductions or the loan may be paid
in full by a lump-sum payment. A partial repayment is not permitted
other than pursuant to the aforementioned payroll deductions or as
set forth in the following sentence. A Participant with an
outstanding loan balance who separates from service with the
Company has the option of repaying the loan in a lump sum or
continuing to pay the monthly loan payment amount directly to
Fidelity.
(h)
Hardship Withdrawals
The following changes have been made to the Plan provisions
governing hardship withdrawals effective January 1,
2019:
•The
investment earnings on Elective Deferral Contributions may be
included in a hardship withdrawal.
•The
following hardship withdrawal criteria are expanded to include a
Participant’s designated primary beneficiary.
◦Payment
of certain deductible medical expenses;
◦Payment
of certain tuition and related educational expenses;
◦Payments
for burial or funeral expenses;
•The
criteria for a hardship withdrawal includes expenses and losses
(including loss of income) incurred on account of a disaster
declared by the Federal Emergency Management Agency (“FEMA”),
provided that the Participant’s principal residence or principal
place of employment at the time of the disaster was located in an
area designated by FEMA for individual assistance with respect to
the disaster and the Participant satisfies any other conditions
imposed by the Internal Revenue Service.
•A
six-month suspension will no longer be imposed on a Participant’s
Elective Deferral Contributions and/or Roth Contributions upon
taking a hardship withdrawal; and a Participant will no longer be
required to take out all available Plan loans before taking a
hardship withdrawal.
•A
Participant will not be required to take any distribution,
withdrawal and/or nontaxable loan that is currently available under
any employer plan prior to receiving a hardship distribution, if
doing so would be counterproductive to relief of the Participant’s
immediate and heavy financial need.
•A
Participant will be required to self-certify that he or she meets
the criteria for a hardship withdrawal and has insufficient other
liquid assets to meet the immediate and heavy financial
need.
(i)
Claims Provisions
Effective January 1, 2021, in the event a claim for Plan benefits
is denied, no person may bring a civil action under Section 501 of
the Employee Retirement Income Security Act of 1974 later than
three years after the initial claim for benefits was filed with the
Plan.
(j) Investments
Participants are responsible for directing the investment of their
respective Accounts. Contributions for which the Participant does
not provide investment direction are invested in the Plan’s
designated default option (“Plan Designated Fund”). The Fidelity
Institutional Asset Management (“FIAM”) Target Date Commingled Pool
Class R Fund with a target Retirement Date closest to the year the
Participant may retire based on their present age and a retirement
age of 65, is the Plan Designated Fund. Investment changes
requested by Participants are implemented as soon as
administratively practical in accordance with the Plan
document.
(k) Plan
Expenses
Participants are charged an annual recordkeeping maintenance fee in
quarterly installments which is deducted from each Participant’s
Account after the end of each quarter. These charges are included
in the “Other expense, net” account.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(l) Revenue
Credits
Revenue credits are allocated into eligible Participant Accounts
pro rata into the specific fund that was used to determine the
basis, and is allocated pro rata across all sources with that fund
balance. These credits are included in the “Other expense, net”
account.
(2)
Summary of Significant Accounting Policies
The following are the more significant accounting policies followed
by the Plan:
(a) Basis
of Accounting and Use of Estimates
The financial statements of the Plan are prepared under the accrual
method of accounting. The preparation of financial statements in
conformity with U.S. generally accepted accounting principles
(“GAAP”) requires the Plan to make estimates and assumptions that
affect the reported amounts of assets and liabilities and changes
therein, as well as disclosure of contingent assets and liabilities
at the date of the financial statements. Actual results could
differ from those estimates and assumptions.
(b) Investment
Valuation and Income Recognition
The Plan’s investments are stated at fair value. Fair value is the
price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. For additional information, refer to Note 6,
Fair Value Measurement of Investments.
Purchases and sales of investments are recorded on a trade date
basis. Investment purchases that have not been settled as of
year-end are recorded as a liability. Realized gains and losses are
based on an average cost basis and are included in net appreciation
(depreciation) in fair value of investments. Interest income is
recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Investment management fees, including brokerage fees and
commissions on the purchase and sale of securities and other
related portfolio management expenses, are paid from assets of, and
applied against the investment performance of, the respective
investment funds.
Each Participant is entitled to exercise voting rights attributable
to the shares of the W. R. Berkley Corporation Common Stock Fund
(“Company Common Stock Fund”) allocated to his or her Account and
is notified by the Trustee prior to the time that such rights are
to be exercised. The Trustee is permitted to vote any allocated
shares for which instructions have not been given by a Participant
in the same proportion as those allocated shares for which
instructions were given by Participants.
(c)
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less to be cash equivalents. Cash and cash
equivalents include $3,904 and $1,794,577 of money market mutual
funds with an initial term of less than three months at December
31, 2021 and 2020.
(d) Payment
of Benefits
Benefit payments are recorded when paid.
(3) Risks
and Uncertainties
The Plan offers a number of investment options including the
Company Common Stock Fund and a variety of pooled investment funds,
which consist of registered investment companies and common
collective trusts. The investment funds are comprised of U.S.
equities, international equities, and fixed income securities.
Investment securities, in general, are exposed to various risks,
such as interest rate, credit, and overall market volatility risk.
Due to the level of risk associated with certain investment
securities, it is reasonable to expect that changes in the values
of investment securities will occur in the near term and that such
changes could materially affect Participant Account balances and
the Statement of Changes in Net Assets Available for Plan
Benefits.
The Plan’s exposure to a concentration of credit risk is limited by
the diversification of investments across all Participant-directed
fund elections. Additionally, the investments within each
Participant-directed fund election are further diversified into
varied financial instruments, with the exception of the Company
Common Stock Fund, which principally invests in a security of a
single issuer. Approximately 9% of the Plan’s net assets were
invested in the Company Common Stock Fund as of December 31,
2021 and 2020, respectively.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2021 and 2020
The Plan investments include mutual funds and common collective
trusts that may directly or indirectly invest in securities with
contractual cash flows, such as asset backed securities,
collateralized mortgage obligations and commercial mortgage backed
securities, including securities backed by subprime mortgage loans.
The value, liquidity and related income of these securities are
sensitive to changes in economic conditions, including real estate
value, delinquencies or defaults, or both, and may be adversely
affected by shifts in the market’s perception of the issuers and
changes in interest rates.
(4) Plan
Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of
ERISA.
In the event of termination of the Plan, all amounts credited to
the Participants will become fully vested, and all assets remaining
after payments of any expenses properly chargeable against the Plan
will be distributed to the Participants pro rata in accordance with
the value of each Participant’s Account on the date of such
termination.
(5) Tax
Status
The Internal Revenue Service (“IRS”) has determined and informed
the Company by a letter dated October 31, 2017 that the Plan and
related trust are designed in accordance with applicable sections
of the IRC. Although the Plan has been amended since receiving the
determination letter, the Plan Administrator believes that the Plan
is currently designed, and being operated, in compliance with the
applicable requirements of the IRC.
GAAP requires the Plan’s management to evaluate tax positions taken
by the Plan and recognize a tax liability (or asset) if the Plan
has taken an uncertain position that more likely than not would not
be sustained upon examination by the IRS.
The Plan Administrator has analyzed the tax positions taken by the
Plan, and has concluded that as of December 31, 2021, there
are no uncertain positions taken or expected to be taken that would
require recognition of a liability (or asset) or disclosure in the
financial statements.
The Plan is subject to routine audits by various taxing
jurisdictions. There are currently no audits for any periods in
progress.
(6) Fair
Value Measurement of Investments
Fair value is defined as “the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date”. The Plan
utilizes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three broad
levels, as follows:
Level 1 — Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 — Quoted prices for similar assets or valuations based on
inputs that are observable.
Level 3 — Estimates of fair value based on internal pricing
methodologies using unobservable inputs. Unobservable inputs are
only used to measure fair value to the extent that observable
inputs are not available.
The asset’s or liability’s fair value measurement level within the
fair value hierarchy is based on the lowest level of any input that
is significant to the fair value measurement.
Fair value estimates are made at a specific point in time, based on
available market information and other observable inputs. In some
cases, the fair value estimates cannot be substantiated by
comparison to independent markets. In addition, the disclosed fair
value may not be realized in the ultimate settlement of the
financial asset as these values do not represent any premium or
discount that could result from selling an entire holding of a
particular financial asset at one time. Other expenses that would
be incurred in an actual sale or settlement are not included in the
amounts disclosed.
The following is a description of the valuation methodologies used
for assets measured at fair value.
Money Market Funds and Mutual Funds - Valued at the closing price
reported on the active market on which the individual securities
are traded.
W. R. Berkley Corporation Common Stock Fund - Consists of W. R.
Berkley Corporation common stock. The stock is valued at the
closing price reported on the active market on which the individual
securities are traded.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2021 and 2020
Common Collective Trusts - Excluding the Fidelity Managed Income
Portfolio II Class 4 Stable Value Fund (“Stable Value Fund”) the
common collective trusts are valued at the Net Asset Value (“NAV”)
based on the collective trust’s underlying investments as
determined by the fund’s issuer. Redemptions from these collective
trust funds generally can be made daily and are determined to have
a readily determinable fair value. The Stable Value Fund is an
indirect investment in a fully benefit-responsive investment, and
are valued using Net Asset Value as a practical expedient, and are
recorded at the Plan’s proportionate share of the contract value as
determined by the fund manager. This is considered the fair value.
For additional information, refer to Note 7, Investments in Stable
Value Fund.
Other Investments - Consists of short term investments and varies
with the amount of cash awaiting investment and with participant
activity in the W. R. Berkley Corporation Common Stock Fund
(contributions, redemptions, exchanges, withdrawals,
etc.)
The methods described above may produce a fair value calculation
that may not be indicative of net realizable value or reflective of
future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with those of
other market participants, the use of different methodologies or
assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at
the reporting date. There were no changes to the valuation
methodologies in 2021 or 2020.
The following tables set forth by level, within the fair value
hierarchy, the Plan’s assets at fair value as of December 31,
2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at
December 31, 2021
|
|
|
|
Quoted or |
|
Significant |
|
|
|
|
|
published |
|
other |
|
Significant |
|
Total assets |
|
prices in |
|
observable |
|
unobservable |
|
measured at |
|
active markets |
|
market data |
|
market data |
|
fair value |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
W. R. Berkley Corporation Common Stock Fund |
$ |
161,293,502 |
|
|
$ |
161,293,502 |
|
|
— |
|
|
— |
|
Mutual Funds |
388,078,817 |
|
|
388,078,817 |
|
|
— |
|
|
— |
|
Common Collective Trusts |
1,164,935,331 |
|
|
1,164,935,331 |
|
|
— |
|
|
— |
|
Money Market funds |
916,584 |
|
|
916,584 |
|
|
— |
|
|
— |
|
Other Investments |
2,140,581 |
|
|
2,140,581 |
|
|
— |
|
|
— |
|
Investments measured at net asset value as a practical
expedient |
84,194,612 |
|
|
— |
|
|
— |
|
|
— |
|
Total Investments |
$ |
1,801,559,427 |
|
|
$ |
1,717,364,815 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2020 |
|
|
|
Quoted or |
|
Significant |
|
|
|
|
|
published |
|
other |
|
Significant |
|
Total assets |
|
prices in |
|
observable |
|
unobservable |
|
measured at |
|
active markets |
|
market data |
|
market data |
|
fair value |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
W. R. Berkley Corporation Common Stock Fund |
$ |
140,669,988 |
|
|
$ |
140,669,988 |
|
|
— |
|
|
— |
|
Mutual Funds |
344,249,257 |
|
|
344,249,257 |
|
|
— |
|
|
— |
|
Common Collective Trusts |
979,371,287 |
|
|
979,371,287 |
|
|
— |
|
|
— |
|
Money Market funds |
92,489,287 |
|
|
92,489,287 |
|
|
— |
|
|
— |
|
Other Investments |
156,256 |
|
|
156,256 |
|
|
— |
|
|
— |
|
Total Investments |
$ |
1,556,936,075 |
|
|
$ |
1,556,936,075 |
|
|
— |
|
|
— |
|
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(7)Investment
in Stable Value Funds
The Plan's investment in the Stable Value Fund, holds investment
contracts that are deemed to be fully benefit responsive investment
contracts ("FBRIC"), however, this is considered to be an indirect
FBRIC investment and it is reflected at NAV as a practical
expedient which is considered fair value. The NAV is equal to
contract value of the underlying investments and is equal to the
accumulated cash contributions and interest credited to the Plan's
contracts, less any withdrawals or transfers. The Stable Value Fund
is not available for sale or transfer on any securities exchange.
The contract value is a relevant measurement attribute because
contract value is the amount participants would receive if they
were to initiate permitted transactions under the terms of the
Plan.
(8)Related
Party Transactions
Certain Plan investments are managed or sponsored by Fidelity
Investments, an affiliate of Fidelity who is the Trustee as defined
by the Plan and accordingly, these transactions with Fidelity
Investments qualify as party-in-interest transactions. Investments
in the Company Common Stock Fund also qualify as party-in-interest
transactions.
(9)Subsequent
Events
Events that have occurred subsequent to December 31, 2021 have been
evaluated through the date these financial statements were issued.
There were no events that occurred during such period that would
require recognition or disclosure in the financial statements as
of, or for, the year ended December 31, 2021.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, line 4i – Schedule of Assets (Held at End of
Year)
December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current value at |
|
|
|
|
December 31,
2021 |
Identity of issuer |
|
Description and number of shares |
|
* W. R. Berkley Corporation Common Stock Fund
|
|
Common Stock Fund: 1,957,683 shares |
|
$ |
161,293,502 |
|
Total Common Stock Fund |
|
|
|
161,293,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Fidelity® Government Income Fund
|
|
Mutual Funds: 1,676,907 shares |
|
17,808,755 |
|
|
|
|
|
|
* Fidelity® Puritan® Fund - Class K
|
|
Mutual Funds: 2,276,050 shares |
|
61,840,292 |
|
|
|
|
|
|
Invesco Small Cap Growth Fund Class R6
|
|
Mutual Funds: 851,323 shares |
|
39,961,088 |
|
|
|
|
|
|
JPMorgan Mid Cap Value Fund Class L
|
|
Mutual Funds: 513,960 shares |
|
21,385,892 |
|
Metropolitan West Total Return Bond Fund Plan Class
|
|
Mutual Funds: 4,603,626 shares |
|
47,095,095 |
|
MFS International Diversification Fund Class R6
|
|
Mutual Funds: 1,818,415 shares |
|
45,587,672 |
|
Neuberger Berman Mid Cap Growth Fund Class R6
|
|
Mutual Funds: 927,069 shares |
|
17,827,530 |
|
T. Rowe Price Small-Cap Value Fund I Class |
|
Mutual Funds: 704,446 Shares |
|
43,478,417 |
|
Vanguard Inflation-Protected Securities Fund Institutional
Shares
|
|
Mutual Funds: 2,345,741 shares |
|
27,187,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Equity-Income Fund Admiral Shares
|
|
Mutual Funds: 714,671 shares |
|
65,906,934 |
|
Total Mutual Funds |
|
|
|
388,078,817 |
|
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of
Year)
December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current value at |
|
|
|
|
December 31, |
Identity of issuer |
|
Description and number of shares |
|
2021 |
* FIAM Target Date 2010 Commingled Pool Class R |
|
Collective Trusts: 182,264 shares |
|
3,818,422 |
|
* FIAM Target Date 2015 Commingled Pool Class R |
|
Collective Trusts: 483,174 shares |
|
10,697,479 |
|
* FIAM Target Date 2020 Commingled Pool Class R |
|
Collective Trusts: 1,936,070 shares |
|
43,793,894 |
|
* FIAM Target Date 2025 Commingled Pool Class R |
|
Collective Trusts: 3,855,694 shares |
|
93,423,468 |
|
* FIAM Target Date 2030 Commingled Pool Class R |
|
Collective Trusts: 4,277,509 shares |
|
106,467,197 |
|
* FIAM Target Date 2035 Commingled Pool Class R |
|
Collective Trusts: 2,797,945 shares |
|
76,048,153 |
|
* FIAM Target Date 2040 Commingled Pool Class R |
|
Collective Trusts: 2,235,483 shares |
|
61,855,827 |
|
* FIAM Target Date 2045 Commingled Pool Class R |
|
Collective Trusts: 1,866,746 shares |
|
51,932,861 |
|
* FIAM Target Date 2050 Commingled Pool Class R |
|
Collective Trusts: 1,526,226 shares |
|
41,818,581 |
|
* FIAM Target Date 2055 Commingled Pool Class R |
|
Collective Trusts: 789,836 shares |
|
23,213,293 |
|
* FIAM Target Date 2060 Commingled Pool Class R |
|
Collective Trusts: 440,004 shares |
|
8,668,071 |
|
* FIAM Target Date 2065 Commingled Pool Class R |
|
Collective Trusts: 23,859 shares |
|
355,260 |
|
* FIAM Target Date Income Commingled Pool Class R |
|
Collective Trusts: 51,196 shares |
|
862,657 |
|
* Fidelity® Contrafund® Commingled Pool |
|
Collective Trusts: 6,723,315 shares |
|
225,970,619 |
|
* Fidelity® Growth Company Commingled Pool |
|
Collective Trusts: 4,138,787 shares |
|
217,617,409 |
|
* Managed Income Portfolio II Class 4 |
|
Collective Trusts: 84,194,612 shares |
|
84,194,612 |
|
State Street Global All Cap Equity Ex-U.S. Index Securities Lending
Series Fund Class II |
|
Collective Trusts: 1,350,290 shares |
|
18,515,172 |
|
State Street Russell Small/Mid Cap® Index Securities Lending Series
Fund Class II |
|
Collective Trusts: 1,545,692 shares |
|
26,034,087 |
|
State Street S&P 500® Index Securities Lending Series Fund
Class II |
|
CoIlective Trusts: 6,709,297 shares |
|
134,333,537 |
|
State Street U.S. Bond Index Securities Lending Series Fund Class
XIV |
|
ColIective Trusts: 1,685,909 shares |
|
19,509,344 |
|
Total Common Collective Trusts |
|
|
|
1,249,129,943 |
|
|
|
|
|
|
|
|
|
|
|
Vanguard Federal Money Market Fund Investor Shares |
|
Mutual Funds: 916,584 shares |
|
916,584 |
|
Total Money Market Funds |
|
|
|
916,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Participant loans |
|
1,547 Participant loans (interest rates range from 3.25% to 9.50%
per annum with maturities ranging from 1 to 25 years) |
|
15,112,271 |
|
|
|
|
|
|
Other Investments |
|
Consists of short term investments |
|
2,140,581 |
|
|
|
|
|
|
Total investments and participant loans |
|
|
|
$ |
1,816,671,698 |
|
* Party-in-interest as defined by ERISA
|
|
|
|
See accompanying report of independent registered public accounting
firm.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, Line 4a - Schedule of Delinquent Participant
Contributions
Year ended December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total That Constitute Nonexempt Prohibited Transactions |
|
|
Participant Contributions |
Transferred Late to Plan |
|
Not Corrected |
|
Corrected Outside VFCP |
|
Pending Correction in VFCP |
|
Total Fully Corrected Under VFCP and PTE |
|
|
|
|
|
|
|
|
|
$ |
119 |
|
|
— |
|
|
$ |
119 |
|
|
— |
|
|
— |
|
It was noted that there was an unintentional delay by the Plan
Sponsor in submitting employee contributions to the Plan. The 21
day delay on the submission of the withholding amount of $119
resulted in lost interest of $0.21 that was paid in 2021. The
Participants’ contributions have been credited and the lost
interest has been reimbursed to the Plan.
See accompanying report of independent registered public accounting
firm.
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Finance Committee of W. R. Berkley Corporation Profit
Sharing Plan has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. R. BERKLEY CORPORATION
|
|
PROFIT SHARING PLAN
|
|
|
|
/s/ Richard M. Baio |
|
By |
|
Richard M. Baio |
|
|
|
Member, Profit Sharing Plan |
|
|
|
Administrative Committee |
|
|
|
|
June 29, 2022
Exhibit Index
Exhibit 23
Consent of Independent Registered Public Accounting
Firm
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