8-K
BERKLEY W R CORP (WRB)
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): February 3, 2021
___________________________________
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
___________________________________
| Delaware | 001-15202 | 22-1867895 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification Number) |
| 475 Steamboat Road, Greenwich, CT | 06830 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 629-3000
Not Applicable
(Former name or former address, 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 registrants 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange<br><br> <br>on Which Registered |
|---|---|---|
| Common Stock, par value $.20 per share | WRB | New York Stock Exchange |
| 5.900% 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 |
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. ☐
Item 8.01 Other Events.
Attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference is certain unaudited financial information relating to the results of operations and financial condition as of, and for the quarter and year ended, December 31, 2020 of W. R. Berkley Corporation (the “Company”). This information was previously released by the Company and furnished under Item 2.02, Results of Operations and Financial Condition on Form 8-K on January 26, 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Unaudited financial information relating to the Company.
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 –<br><br> <br>Chief Financial Officer and Treasurer |
Date: February 3, 2021
Exhibit 99.1
Unaudited financial information relating to the Company
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.
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.
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.
Selected Balance Sheet Information
(Amounts in thousands, except per share data)
| December 31,<br><br> 2020 | December 31,<br><br> <br>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.