Document
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2020
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
5.625% Subordinated Debentures due 2053
 
WRB-PB
 
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


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 first quarter of 2019. The press release was issued on April 21, 2020. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated April 21, 2020





W. R. Berkley Corporation         4




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: April 21, 2020


W. R. Berkley Corporation         5


EXHIBIT INDEX


Exhibit:
99.1
Press Release dated April 21, 2020







 
 
NEWS
RELEASE
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 629-3000
 
 
 
             
FOR IMMEDIATE RELEASE
CONTACT:     Karen A. Horvath
Vice President - External
Financial Communications
(203) 629-3000


W. R. BERKLEY CORPORATION REPORTS FIRST QUARTER RESULTS

Greenwich, CT, April 21, 2020 - W. R. Berkley Corporation (NYSE: WRB)
today reported first quarter 2020 growth in gross premiums written of 9.0%.


Summary Financial Data
(Amounts in thousands, except per share data)
 
 
First Quarter
 
 
2020
 
2019
 
 
 
 
 
Gross premiums written
 
$
2,231,372

 
$
2,046,230

Net premiums written
 
1,845,846

 
1,709,601

 
 
 
 
 
Net (loss) income to common stockholders
 
(4,418
)
 
180,722

Net (loss) income per diluted share
 
(0.02
)
 
0.94

 
 
 
 
 
Operating Income (1)
 
132,623

 
128,669

Operating Income per diluted share
 
0.69

 
0.67

 
 
 
 
 
Return on equity (2)
 
(0.3
)%
 
13.3
%

(1)
Operating income is a non-GAAP financial measure defined by the Company as net (loss) income excluding after-tax net investment (losses) gains and related expenses.
(2)
Return on equity represents net (loss) income expressed on an annualized basis as a percentage of beginning of year stockholders’ equity.


W. R. Berkley Corporation     Page 2

First quarter highlights included:

•Net premiums written increased 8.0%.
•Average rate increases excluding workers' compensation were approximately 12%.
•
The accident year combined ratio excluding catastrophe losses was 91.9%. The reported combined ratio was 96.9%.
•
Catastrophes added 5.2 loss ratio points to the reported combined ratio, including a preliminary provision of 3.9 loss ratio points for COVID-19 related losses.
•
Net investment income increased 10.4%.
•
Total capital returned to shareholders was $223 million, including $203 million of share repurchases and $20 million of ordinary dividends.
•
Cash and liquid investments of more than $1.3 billion at the holding company.


The Company commented:
These are extraordinary times, impacting individuals and businesses alike in unprecedented ways, and our thoughts are with those most affected by the COVID-19 global pandemic. We salute healthcare workers, first responders and others on the front lines of this crisis for their selflessness and tireless efforts and thank our government officials for their leadership. Amidst these challenges, our colleagues throughout the enterprise have demonstrated extraordinary resiliency in serving our customers, our distribution partners and our communities.
The global COVID-19 pandemic had an adverse impact on first-quarter net income. Still, our operating fundamentals remained strong. Underwriting momentum continued to build with net premiums written growing at their fastest rate in five years. Further rate increases were necessary to recognize loss cost trends that have come into focus over the last several quarters. Catastrophe losses for the quarter included an approximate $65 million preliminary provision for COVID-19 related claims activity. We continue to monitor the rapidly evolving legal and regulatory environment and the potential impact it will have on our industry.
While unrealized losses had an adverse impact on first-quarter profits, investment income from the fixed-maturity investment portfolio was in line with our expectations. With an average duration of less than three years, this portfolio’s high-quality AA- average rating should continue to hold us in good stead even in these tumultuous times. Income from investment funds was strong as results are reported on a quarter lag. Our cash flow from operations remained healthy and we maintain significant liquidity.
The balance of 2020 will have many challenges, yet our commitments to honoring our contractual obligations to our customers and delivering superior long-term risk-adjusted returns to our shareholders remain unwavering. Although the financial markets remain turbulent and the economy will take some time to restart, our Company is well positioned from the perspectives of risk and cycle management as well as financial strength and flexibility.


W. R. Berkley Corporation     Page 3

Webcast Conference Call
The Company will hold its quarterly conference call with analysts and investors to discuss its earnings and other information on April 21, 2020, 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     Page 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 2020 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 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; 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 2015; 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 2020 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     Page 5


Consolidated Financial Summary
(Amounts in thousands, except per share data)

 
 
First Quarter
 
 
2020
 
2019
Revenues:
 
 
 
 
Net premiums written
 
$
1,845,846

 
$
1,709,601

Change in unearned premiums
 
(154,428
)
 
(116,745
)
Net premiums earned
 
1,691,418

 
1,592,856

Net investment income
 
174,763

 
158,254

Net investment (losses) gains:
 
 
 
 
Net realized and unrealized (losses) gains on investments
 
(143,285
)
 
68,653

Change in allowance for credit losses on investments (1)
 
(33,889
)
 
—

Net investment (losses) gains

 
(177,174
)
 
68,653

Revenues from non-insurance businesses
 
93,729

 
91,827

Insurance service fees
 
25,751

 
25,312

Other income
 
2,123

 
120

Total revenues
 
1,810,610

 
1,937,022

Expenses:
 
 
 
 
Losses and loss expenses
 
1,107,253

 
988,650

Other operating costs and expenses
 
578,334

 
588,087

Expenses from non-insurance businesses
 
94,757

 
90,125

Interest expense
 
36,734

 
40,721

Total expenses
 
1,817,078

 
1,707,583

(Loss) income before income taxes
 
(6,468
)
 
229,439

Income tax benefit (expense)
 
2,942

 
(47,825
)
Net (loss) income before noncontrolling interests
 
(3,526
)
 
181,614

Noncontrolling interests
 
(892
)
 
(892
)
Net (loss) income to common stockholders
 
$
(4,418
)
 
$
180,722

 
 
 
 
 
Net (loss) income per share:
 
 
 
 
Basic
 
$
(0.02
)
 
0.95

Diluted
 
$
(0.02
)
 
0.94

 
 
 
 
 
Average shares outstanding (2):
 
 
 
 
Basic
 
190,287

 
190,400

Diluted (3)
 
190,287

 
192,669



(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.
(3)
During 2020, diluted shares have been reduced by 2.0 million to reflect the anti-dilutive effect of common equivalent shares.



W. R. Berkley Corporation     Page 6

Business Segment Operating Results
(Amounts in thousands, except ratios) (1)

 
 
First Quarter
 
 
2020
 
2019
Insurance:
 
 
 
 
Gross premiums written
 
$
1,941,809

 
$
1,810,483

Net premiums written
 
1,583,318

 
1,497,378

Premiums earned
 
1,484,955

 
1,427,034

Pre-tax income
 
175,947

 
184,516

Loss ratio
 
65.1
%
 
62.2
%
Expense ratio
 
31.3
%
 
31.8
%
GAAP combined ratio
 
96.4
%
 
94.0
%
 
 
 
 
 
Reinsurance & Monoline Excess:
 
 
 
 
Gross premiums written
 
$
289,563

 
$
235,747

Net premiums written
 
262,528

 
212,223

Premiums earned
 
206,463

 
165,822

Pre-tax income
 
36,514

 
44,855

Loss ratio
 
68.3
%
 
60.7
%
Expense ratio
 
32.3
%
 
36.1
%
GAAP combined ratio
 
100.6
%
 
96.8
%
 
 
 
 
 
Corporate and Eliminations:
 
 
 
 
Net investment (losses) gains

 
$
(177,174
)
 
$
68,653

  Interest expense
 
(36,734
)
 
(40,721
)
  Other revenues and expenses
 
(5,021
)
 
(27,864
)
  Pre-tax (loss) income
 
(218,929
)
 
68

 
 
 
 
 
Consolidated:
 
 
 
 
  Gross premiums written
 
$
2,231,372

 
$
2,046,230

  Net premiums written
 
1,845,846

 
1,709,601

  Premiums earned
 
1,691,418

 
1,592,856

  Pre-tax (loss) income
 
(6,468
)
 
229,439

  Loss ratio
 
65.5
%
 
62.0
%
  Expense ratio
 
31.4
%
 
32.3
%
  GAAP combined ratio
 
96.9
%
 
94.3
%


(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     Page 7


Supplemental Information
(Amounts in thousands)
 
 
First Quarter
 
 
2020
 
2019
Net premiums written:
 
 
 
 
  Other liability
 
$
581,644

 
$
506,950

  Workers' compensation
 
327,286

 
354,187

  Short-tail lines (1)
 
307,889

 
278,836

  Commercial automobile
 
205,427

 
212,955

  Professional liability
 
161,072

 
144,450

    Total Insurance
 
1,583,318

 
1,497,378

  Casualty reinsurance
 
143,461

 
104,516

Monoline excess
 
75,267

 
67,792

  Property reinsurance
 
43,800

 
39,915

     Total Reinsurance & Monoline Excess
 
262,528

 
212,223

          Total
 
$
1,845,846

 
$
1,709,601

 
 
 
 
 
Losses from catastrophes (including a preliminary provision for COVID-19 related losses):
 
 
  Insurance
 
$
65,689

 
$
12,618

  Reinsurance & Monoline Excess
 
22,193

 
42

    Total
 
$
87,882

 
$
12,660

 
 
 
 
 
Net investment income:
 
 
 
 
  Core portfolio (2)
 
$
133,048

 
$
136,258

  Investment funds
 
40,577

 
11,411

  Arbitrage trading account
 
1,138

 
10,585

    Total
 
$
174,763

 
$
158,254

 
 
 
 
 
Net realized and unrealized (losses) gains on investments:
 
 
 
 
  Net realized gains on investment sales
 
$
11,182

 
$
26,575

  Change in unrealized (losses) gains on equity securities
 
(154,467
)
 
42,078

    Total
 
$
(143,285
)
 
$
68,653

 
 
 
 
 
Other operating costs and expenses:
 
 
 
 
  Policy acquisition and insurance operating expenses
 
$
531,924

 
$
513,791

  Insurance service expenses
 
22,573

 
25,956

  Net foreign currency gains
 
(21,541
)
 
(6,964
)
  Other costs and expenses
 
45,378

 
55,304

    Total
 
$
578,334

 
$
588,087

 
 
 
 
 
Cash flow from operations
 
$
152,570

 
$
78,330

 
 
 
 
 
Reconciliation of net (loss) income to operating income:

 
 
 
 
Net (loss) income
 
$
(4,418
)
 
$
180,722

Pre-tax investment losses (gains), net of related expenses

 
177,592

 
(65,889
)
Income tax (benefit) expense

 
(40,551
)
 
13,836

Operating income after tax (3)

 
$
132,623

 
$
128,669


(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 (loss) income excluding after-tax net investment (losses) gains. Net investment (losses) gains 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     Page 8

Selected Balance Sheet Information
(Amounts in thousands, except per share data)
 
March 31,
2020
 
December 31, 2019
 
 
 
 
Net invested assets (1)
$
19,133,822

 
$
19,856,776

Total assets
26,089,929

 
26,643,428

Reserves for losses and loss expenses
12,732,515

 
12,583,249

Senior notes and other debt
1,432,117

 
1,427,575

Subordinated debentures
1,198,951

 
1,198,704

Common stockholders’ equity (2)
5,493,475

 
6,074,939

Common stock outstanding (3)
179,837

 
183,412

Book value per share (4)
30.55

 
33.12

Tangible book value per share (4)
29.28

 
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 March 31, 2020, reflected in common stockholders' equity are after-tax unrealized investment losses of $110 million and unrealized currency translation losses of $480 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 March 31, 2020, the Company repurchased 3,650,759 shares of its common stock for $203 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     Page 9

Investment Portfolio
March 31, 2020
(Amounts in thousands)
 
 
Carrying
Value
 
Percent
of Total
Fixed maturity securities:
 
 
 
 
United States government and government agencies
 
$
739,662

 
3.9
%
State and municipal:
 
 
 
 
Special revenue
 
$
2,347,135

 
12.3
%
Local general obligation
 
452,348

 
2.4
%
State general obligation
 
426,952

 
2.2
%
Pre-refunded
 
334,522

 
1.7
%
Corporate backed
 
258,062

 
1.3
%
Total state and municipal
 
3,819,019

 
19.9
%
Mortgage-backed securities:
 
 
 
 
Agency
 
690,908

 
3.6
%
Residential - Prime
 
466,374

 
2.4
%
Commercial
 
275,737

 
1.4
%
Residential - Alt A
 
30,309

 
0.2
%
Total mortgage-backed securities
 
1,463,328

 
7.6
%
Asset-backed securities
 
2,938,052

 
15.4
%
Corporate:
 
 
 
 
Industrial
 
2,151,760

 
11.2
%
Financial
 
1,467,403

 
7.7
%
Utilities
 
334,578

 
1.7
%
Other
 
24,776

 
0.1
%
Total corporate
 
3,978,517

 
20.7
%
Foreign government
 
727,489

 
3.8
%
Total fixed maturity securities (1)
 
13,666,067

 
71.3
%
Equity securities available for sale:
 
 
 
 
Preferred stocks
 
209,445

 
1.1
%
Common stocks
 
146,658

 
0.8
%
Total equity securities available for sale
 
356,103

 
1.9
%
Real estate
 
2,084,387

 
10.9
%
Investment funds (2)
 
1,177,965

 
6.2
%
Cash and cash equivalents (3)
 
1,095,413

 
5.7
%
Arbitrage trading account
 
666,829

 
3.5
%
Loans receivable
 
87,058

 
0.5
%
Net invested assets
 
$
19,133,822

 
100.0
%


(1)
Total fixed maturity securities had an average rating of AA- and an average duration of 2.7 years, including cash and cash equivalents.
(2)
Investment funds are net of related liabilities of $0.9 million.
(3)
Cash and cash equivalents includes trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.