8-K

BERKLEY W R CORP (WRB)

8-K 2021-01-26 For: 2021-01-26
View Original
Added on April 08, 2026

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): January 26, 2021

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<br>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<br>on Which Registered
Common Stock, par value $.20 per share WRB New York Stock Exchange
5.90% Subordinated Debentures due 2056 WRB-PC New York Stock Exchange
5.75% Subordinated Debentures due 2056 WRB-PD New York Stock Exchange
5.70% Subordinated Debentures due 2058 WRB-PE New York Stock Exchange
5.10% Subordinated Debentures due 2059 WRB-PF New York Stock Exchange
4.25% Subordinated Debentures due 2060 WRB-PG New York Stock Exchange

W. R. Berkley Corporation         2

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     ☐

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 fourth quarter of 2020. The press release was issued on January 26, 2021. 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 January 26, 2021

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 and Treasurer

Date: January 26, 2021

W. R. Berkley Corporation         6

EXHIBIT INDEX

Exhibit:

99.1         Press Release dated January 26, 2021

Document

NEWS<br>RELEASE
W. R. Berkley Corporation<br><br>475 Steamboat Road<br><br>Greenwich, Connecticut 06830<br><br>(203) 629-3000

FOR IMMEDIATE RELEASE     CONTACT:    Karen A. Horvath

Vice President - External

Financial Communications

(203) 629-3000

W. R. BERKLEY CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR RESULTS

Fourth Quarter Gross Premiums Written Grew 9.3% and Return on Equity of 20.6%

Greenwich, CT, January 26, 2021 - W. R. Berkley Corporation (NYSE: WRB) today reported its fourth quarter and full year 2020 results.

Summary Financial Data

(Amounts in thousands, except per share data)

Fourth Quarter Twelve Months
2020 2019 2020 2019
Gross premiums written $ 2,221,484 $ 2,033,078 $ 8,847,647 $ 8,262,219
Net premiums written 1,797,457 1,660,528 7,262,437 6,863,499
Net income to common stockholders 312,150 119,306 530,670 681,944
Net income per diluted share 1.67 0.62 2.81 3.52
Operating income (1) 173,043 137,530 438,253 589,057
Operating income per diluted share 0.92 0.71 2.32 3.04
Return on equity (2) 20.6 % 8.8 % 8.7 % 12.5 %

(1)Operating income is a non-GAAP financial measure defined by the Company as net income excluding after-tax net investment gains (losses) and related expenses.

(2)Return on equity represents net income expressed on an annualized basis as a percentage of beginning of year stockholders’ equity.

W. R. Berkley Corporation        2

Fourth quarter highlights included:

•All-time record net income of $312.2 million.

•Return on equity of 20.6%.

•Gross and net premiums written increased 9.3% and 8.2%, respectively.

•The reported combined ratio was 90.9%. The accident year combined ratio before catastrophe losses was 88.8%.

•Underwriting income increased 44.2% to $165.4 million.

•Catastrophes added 2.3 loss ratio points to the reported combined ratio, including 1.5 loss ratio points for COVID-19 related losses.

•Average rate increases excluding workers' compensation were approximately 15.4%.

•Book value per share grew 6.1%, before share repurchases and dividends.

Full year highlights included:

•Average rate increases excluding workers’ compensation were approximately 13.6%.

•Paid loss ratio of 51.9%.

•Operating cash flow increased 41.3% to more than $1.6 billion.

•Gross and net premiums written increased 7.1% and 5.8%, respectively.

•Book value per share grew 10.5%, before share repurchases and dividends.

•Total capital returned to shareholders was $430 million, including $346 million of share repurchases and $84 million of dividends.

The Company commented:

By every measure, the Company had an outstanding quarter, with earnings of $312 million and more than 9% growth in gross premiums written. We reported a combined ratio of 90.9%, which is the lowest in 13 years, and underwriting income of $165 million, which increased by 44.2%.

Our rate increases continued to accelerate throughout the year in connection with our efforts to stay ahead of current and expected loss trends. The global pandemic, frequent catastrophe losses, social inflation and low interest rates continue to reinforce the industry’s need for disciplined underwriting and additional rate.

Our total return investment strategy delivered strong performance, driven by our alternative investment portfolio. Net investment income grew 32%, despite the defensive position in our fixed-maturity securities, where we maintain a relatively short duration and a high level of liquidity.

The Company again delivered a superior risk-adjusted return, in a challenging environment. We see no signs of rate increases moderating and expect that 2021 will provide opportunities for margin improvement.

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 January 26, 2021, at 5:00 p.m. eastern time. The conference call will be webcast live on the Company's website at https://ir.berkley.com/news-and-events/events-and-presentations/default.aspx. Please log on at least ten minutes early to register and download and install any necessary software. A replay of the webcast will be available on the Company's website approximately two hours after the end of the conference call. Additional financial information can be found on the Company's website at https://ir.berkley.com/investor-relations/financial-information/annual-reports/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 2021 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 ongoing COVID-19 pandemic, including the related impact on the U.S. and global economies; the cyclical nature of the property casualty industry; the impact of significant competition, including new alternative entrants to the industry; the long-tail and potentially volatile nature of the insurance and reinsurance business; product demand and pricing; claims development and the process of estimating reserves; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, including real estate, merger arbitrage, energy related and private equity investments; the effects of emerging claim and coverage issues; the uncertain nature of damage theories and loss amounts, including claims for cybersecurity-related risks; natural and man-made catastrophic losses, including as a result of terrorist activities, epidemics or pandemics, such as COVID-19; the impact of climate change, which may increase the frequency and severity of catastrophe events; general economic and market activities, including inflation, interest rates, and volatility in the credit and capital markets; the impact of the conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response, on our results and financial condition; foreign currency and political risks (including those associated with the United Kingdom's withdrawal from the European Union, or "Brexit") relating to our international operations; our ability to attract and retain key personnel and qualified employees; continued availability of capital and financing; the success of our new ventures or acquisitions and the availability of other opportunities; the availability of reinsurance; our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2019; the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us; other legislative and regulatory developments, including those related to business practices in the insurance industry; credit risk related to our policyholders, independent agents and brokers; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; potential difficulties with technology and/or cyber security issues; the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause our actual results for the year 2021 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)

Fourth Quarter Twelve Months
2020 2019 2020 2019
Revenues:
Net premiums written $ 1,797,457 $ 1,660,528 $ 7,262,437 $ 6,863,499
Change in unearned premiums 16,133 56,253 (331,594) (230,211)
Net premiums earned 1,813,590 1,716,781 6,930,843 6,633,288
Net investment income 180,977 137,334 583,821 645,614
Net investment gains (losses):
Net realized and unrealized gains (losses) on investments 162,918 (22,988) 73,514 120,703
Change in allowance for credit losses on investments (1) 393 29,486
Net investment gains (losses) 163,311 (22,988) 103,000 120,703
Revenues from non-insurance businesses 132,923 123,537 389,888 406,541
Insurance service fees 21,521 21,240 88,777 92,680
Other income 149 170 2,596 3,370
Total revenues 2,312,471 1,976,074 8,098,925 7,902,196
Expenses:
Losses and loss expenses 1,111,695 1,072,166 4,468,706 4,131,116
Other operating costs and expenses 637,250 601,121 2,390,392 2,362,082
Expenses from non-insurance businesses 128,457 122,527 384,488 402,669
Interest expense 35,663 33,496 150,537 153,409
Total expenses 1,913,065 1,829,310 7,394,123 7,049,276
Income before income taxes 399,406 146,764 704,802 852,920
Income tax expense (86,917) (26,970) (171,817) (168,935)
Net income before noncontrolling interests 312,489 119,794 532,985 683,985
Noncontrolling interests (339) (488) (2,315) (2,041)
Net income to common stockholders $ 312,150 $ 119,306 $ 530,670 $ 681,944
Net income per share:
Basic $ 1.68 $ 0.62 $ 2.84 $ 3.58
Diluted $ 1.67 $ 0.62 $ 2.81 $ 3.52
Average shares outstanding (2):
Basic 185,693 191,106 186,924 190,722
Diluted 187,180 193,280 188,763 193,521

(1)The inclusion of the allowance for credit losses on investments commenced January 1, 2020 due to the adoption of ASU 2016-13.

(2)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)

Fourth Quarter Twelve Months
2020 2019 2020 2019
Insurance:
Gross premiums written $ 1,996,169 $ 1,832,711 $ 7,837,496 $ 7,398,573
Net premiums written 1,592,311 1,484,932 6,347,101 6,086,009
Premiums earned 1,586,578 1,523,748 6,067,669 5,919,819
Pre-tax income 236,548 202,085 668,012 814,862
Loss ratio 63.4% 62.6% 64.9% 62.4%
Expense ratio 29.4% 30.4% 30.3% 31.1%
GAAP combined ratio 92.8% 93.0% 95.2% 93.5%
Reinsurance & Monoline Excess:
Gross premiums written $ 225,315 $ 200,367 $ 1,010,151 $ 863,646
Net premiums written 205,146 175,596 915,336 777,490
Premiums earned 227,012 193,033 863,174 713,469
Pre-tax income 94,975 44,837 205,587 189,188
Loss ratio 46.7% 61.1% 61.3% 61.5%
Expense ratio 31.1% 34.4% 31.8% 35.0%
GAAP combined ratio 77.8% 95.5% 93.1% 96.5%
Corporate and Eliminations:
Net investment gains (losses) $ 163,311 $ (22,988) $ 103,000 $ 120,703
Interest expense (35,663) (33,496) (150,537) (153,409)
Other revenues and expenses (59,765) (43,674) (121,260) (118,424)
Pre-tax gain (loss) 67,883 (100,158) (168,797) (151,130)
Consolidated:
Gross premiums written $ 2,221,484 $ 2,033,078 $ 8,847,647 $ 8,262,219
Net premiums written 1,797,457 1,660,528 7,262,437 6,863,499
Premiums earned 1,813,590 1,716,781 6,930,843 6,633,288
Pre-tax income 399,406 146,764 704,802 852,920
Loss ratio 61.3% 62.4% 64.5% 62.3%
Expense ratio 29.6% 30.9% 30.4% 31.5%
GAAP combined ratio 90.9% 93.3% 94.9% 93.8%

(1)Loss ratio is losses and loss expenses incurred expressed as a percentage of premiums earned. Expense ratio is underwriting expenses expressed as a percentage of premiums earned. GAAP combined ratio is the sum of the loss ratio and the expense ratio.

W. R. Berkley Corporation        7

Supplemental Information

(Amounts in thousands)

Fourth Quarter Twelve Months
2020 2019 2020 2019
Net premiums written:
Other liability $ 594,546 $ 537,674 $ 2,342,884 $ 2,145,287
Short-tail lines (1) 325,809 319,423 1,300,750 1,254,180
Workers' compensation 241,935 282,840 1,099,886 1,280,573
Commercial automobile 227,190 188,459 876,031 796,993
Professional liability 202,831 156,536 727,550 608,976
Total Insurance 1,592,311 1,484,932 6,347,101 6,086,009
Casualty reinsurance 141,481 116,698 560,717 460,239
Property reinsurance 41,174 37,673 178,023 154,455
Monoline excess 22,491 21,225 176,596 162,796
Total Reinsurance & Monoline Excess 205,146 175,596 915,336 777,490
Total $ 1,797,457 $ 1,660,528 $ 7,262,437 $ 6,863,499
Losses from catastrophes (including COVID-19 related losses):
Insurance $ 62,380 $ 14,744 $ 307,037 $ 68,187
Reinsurance & Monoline Excess (19,934) 5,736 $ 32,799 21,914
Total $ 42,446 $ 20,480 339,836 $ 90,101
Net investment income:
Core portfolio (2) $ 102,039 $ 137,022 $ 451,637 $ 541,834
Investment funds 52,992 (8,090) 54,253 69,194
Arbitrage trading account 25,946 8,402 77,931 34,586
Total $ 180,977 $ 137,334 $ 583,821 $ 645,614
Net realized and unrealized gains (losses) on investments:
Net realized gains on investments $ 126,927 $ 7,442 $ 99,382 $ 35,411
Change in unrealized gains (losses) on equity securities 35,991 (30,430) (25,868) 85,292
Total $ 162,918 $ (22,988) $ 73,514 $ 120,703
Other operating costs and expenses:
Policy acquisition and insurance operating expenses $ 536,507 $ 529,951 $ 2,111,013 $ 2,090,301
Insurance service expenses 21,694 23,804 85,724 101,317
Net foreign currency losses (gains) 24,207 (1,631) 363 (30,715)
Debt extinguishment costs 8,440 8,440
Other costs and expenses 46,402 48,997 184,852 201,179
Total $ 637,250 $ 601,121 $ 2,390,392 $ 2,362,082
Cash flow from operations $ 479,740 $ 348,749 $ 1,616,686 $ 1,143,793
Reconciliation of net income to operating income:
Net income $ 312,150 $ 119,306 $ 530,670 $ 681,944
Pre-tax investment (gains) losses, net of related expenses (162,337) 23,066 (102,027) (117,730)
Income tax expense (benefit) 23,230 (4,842) 9,610 24,843
Operating income after-tax (3) $ 173,043 $ 137,530 $ 438,253 $ 589,057

(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)

December 31,<br>2020 December 31, 2019
Net invested assets (1) $ 21,370,503 $ 19,856,776
Total assets 28,606,913 26,662,144
Reserves for losses and loss expenses 13,784,430 12,583,249
Senior notes and other debt 1,623,025 1,427,575
Subordinated debentures 1,102,309 1,198,704
Common stockholders’ equity (2) 6,310,802 6,074,939
Common stock outstanding (3) 177,825 183,412
Book value per share (4) 35.49 33.12
Tangible book value per share (4) 34.22 31.87

(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 December 31, 2020, reflected in common stockholders' equity are after-tax unrealized investment gains of $290 million and unrealized currency translation losses of $352 million. As of December 31, 2019, after-tax unrealized investment gains were $125 million and unrealized currency translation losses were $382 million.

(3)During the three months ended December 31, 2020, the Company repurchased 542,434 shares of its common stock for $34 million. During the twelve months ended December 31, 2020, the Company repurchased 6,363,301 shares of its common stock for $346 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

December 31, 2020

(Amounts in thousands)

Carrying<br>Value Percent<br>of Total
Fixed maturity securities:
United States government and government agencies $ 603,871 2.8 %
State and municipal:
Special revenue $ 2,252,067 10.6 %
State general obligation 493,147 2.3 %
Local general obligation 450,624 2.1 %
Pre-refunded 276,672 1.3 %
Corporate backed 214,473 1.0 %
Total state and municipal 3,686,983 17.3 %
Mortgage-backed securities:
Agency 630,784 3.0 %
Residential - Prime 199,481 0.9 %
Commercial 187,717 0.9 %
Residential - Alt A 8,803 %
Total mortgage-backed securities 1,026,785 4.8 %
Asset-backed securities 3,194,586 14.9 %
Corporate:
Industrial 2,564,475 12.0 %
Financial 1,575,903 7.4 %
Utilities 421,165 2.0 %
Other 110,038 0.5 %
Total corporate 4,671,581 21.9 %
Foreign government 975,563 4.6 %
Total fixed maturity securities (1) 14,159,369 66.3 %
Equity securities available for sale:
Common stocks 350,181 1.6 %
Preferred stocks 275,486 1.3 %
Total equity securities available for sale 625,667 2.9 %
Cash and cash equivalents (2) 2,889,630 13.5 %
Real estate 1,960,914 9.2 %
Investment funds (3) 1,308,537 6.1 %
Arbitrage trading account 341,473 1.6 %
Loans receivable 84,913 0.4 %
Net invested assets $ 21,370,503 100.0 %

(1)Total fixed maturity securities had an average rating of AA- and an average duration of 2.4 years, including cash and cash equivalents.

(2)Cash and cash equivalents includes trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.

(3)Investment funds are net of related liabilities of $0.9 million.