8-K

BERKLEY W R CORP (WRB)

8-K 2023-10-23 For: 2023-10-23
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): October 23, 2023

Commission File Number 1-15202

W. R. BERKLEY CORPORATION      (Exact name of registrant as specified in its charter)

Delaware 22-1867895
(State or other jurisdiction of<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
5.700% Subordinated Debentures due 2058 WRB-PE New York Stock Exchange
5.100% Subordinated Debentures due 2059 WRB-PF New York Stock Exchange
4.250% Subordinated Debentures due 2060 WRB-PG New York Stock Exchange
4.125% Subordinated Debentures due 2061 WRB-PH New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company     ☐

W. R. Berkley Corporation         2

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

W. R. Berkley Corporation         3

Item 2.02 Results of Operations and Financial Condition.

Reference is made to the press release of W. R. Berkley Corporation (the “Company”) relating to the announcement of the Company’s results of operations for the third quarter of 2023. The press release was issued on October 23, 2023. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

W. R. Berkley Corporation         4

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release dated October 23, 2023

W. R. Berkley Corporation         5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

W. R. BERKLEY CORPORATION

By: /s/ Richard M. Baio
Name: Richard M. Baio
Title: Executive Vice President -
Chief Financial Officer

Date: October 23, 2023

W. R. Berkley Corporation         6

EXHIBIT INDEX

Exhibit:

99.1         Press Release dated October 23, 2023

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 Third Quarter Results

Net Income Increased by 45.7% to $334 Million;

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

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

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

Summary Financial Data

(Amounts in thousands, except per share data)

Third Quarter Nine Months
2023 2022 2023 2022
Gross premiums written $ 3,353,205 $ 3,081,938 $ 9,739,296 $ 8,994,175
Net premiums written 2,848,459 2,577,274 8,234,799 7,576,163
Net income to common stockholders 333,586 228,879 984,020 998,839
Net income per diluted share 1.23 0.82 3.59 3.57
Operating income (1) 366,608 281,833 952,868 901,436
Operating income per diluted share 1.35 1.01 3.48 3.22
Return on equity (2) 19.8 % 13.8 % 19.4 % 20.0 %
Operating return on equity (1) (2) 21.7 % 16.9 % 18.8 % 18.1 %

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

(2)Return on equity and operating return on equity represent net income and operating income, respectively, expressed on an annualized basis as a percentage of beginning of year common stockholders’ equity.

W. R. Berkley Corporation        2

Third quarter highlights included:

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

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

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

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

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

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

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

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

The Company commented:

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

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

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

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

W. R. Berkley Corporation        3

Webcast Conference Call

The Company will hold its quarterly conference call with analysts and investors to discuss its earnings and other information on October 23, 2023, at 5:00 p.m. eastern time. The conference call will be webcast live on the Company's website at https://ir.berkley.com/events-and-presentations/default.aspx. Please log on early to register. A replay of the webcast will be available on the Company's website approximately two hours after the end of the conference call. Additional financial information can be found on the Company's website at https://ir.berkley.com/investor-relations/financial-information/quarterly-results/default.aspx.

About W. R. Berkley Corporation

Founded in 1967, W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two segments of the property casualty business: Insurance and Reinsurance & Monoline Excess.

W. R. Berkley Corporation        4

Forward Looking Information

This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2023 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to: the cyclical nature of the property casualty industry; the impact of significant competition, including new entrants to the industry; the long-tail and potentially volatile nature of the insurance and reinsurance business; product demand and pricing; claims development and the process of estimating reserves; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, including real estate, merger arbitrage, energy related and private equity investments; the effects of emerging claim and coverage issues; the uncertain nature of damage theories and loss amounts, including claims for cyber security-related risks; natural and man-made catastrophic losses, including as a result of terrorist activities; the ongoing effects of the COVID-19 pandemic, or other epidemics and pandemics; the impact of climate change, which may alter the frequency and increase the severity of catastrophe events; general economic and market activities, including inflation, interest rates, and volatility in the credit and capital markets; the impact of the conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response to such conditions, on our results and financial condition; foreign currency and political risks relating to our international operations; our ability to attract and retain key personnel and qualified employees; continued availability of capital and financing; the success of our new ventures or acquisitions and the availability of other opportunities; the availability of reinsurance; our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2019; the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us; other legislative and regulatory developments, including those related to business practices in the insurance industry; credit risk related to our policyholders, independent agents and brokers; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; cyber security breaches of our information technology systems and the information technology systems of our vendors and other third parties, or related processes and systems; the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause our actual results for the year 2023 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

#

W. R. Berkley Corporation        5

Consolidated Financial Summary

(Amounts in thousands, except per share data)

Third Quarter Nine Months
2023 2022 2023 2022
Revenues:
Net premiums written $ 2,848,459 $ 2,577,274 $ 8,234,799 $ 7,576,163
Change in unearned premiums (206,545) (135,313) (548,726) (527,958)
Net premiums earned 2,641,914 2,441,961 7,686,073 7,048,205
Net investment income 270,944 202,816 739,494 547,902
Net investment (losses) gains:
Net realized and unrealized (losses) gains on investments (40,855) (66,282) 50,403 139,664
Change in allowance for credit losses on investments (1,571) (1,128) (11,164) (12,365)
Net investment (losses) gains (42,426) (67,410) 39,239 127,299
Revenues from non-insurance businesses 137,116 119,013 375,225 345,210
Insurance service fees 22,962 27,940 81,290 82,284
Other Income 128 80 235 1,797
Total Revenues 3,030,638 2,724,400 8,921,556 8,152,697
Expenses:
Loss and loss expenses 1,636,193 1,564,578 4,744,602 4,339,646
Other operating costs and expenses 808,669 725,537 2,457,925 2,139,256
Expenses from non-insurance businesses 133,939 116,240 370,244 334,062
Interest expense 31,888 31,780 95,580 98,473
Total expenses 2,610,689 2,438,135 7,668,351 6,911,437
Income before income tax 419,949 286,265 1,253,205 1,241,260
Income tax expense (86,519) (55,791) (268,322) (238,290)
Net Income before noncontrolling interests 333,430 230,474 984,883 1,002,970
Noncontrolling interest 156 (1,595) (863) (4,131)
Net income to common stockholders $ 333,586 $ 228,879 $ 984,020 $ 998,839
Net income per share:
Basic $ 1.24 $ 0.83 $ 3.62 $ 3.61
Diluted $ 1.23 $ 0.82 $ 3.59 $ 3.57
Average shares outstanding (1):
Basic 269,191 277,192 271,656 276,928
Diluted 271,439 279,642 274,146 279,644

(1)Basic shares outstanding consist of the weighted average number of common shares outstanding during the period (including shares held in a grantor trust). Diluted shares outstanding consist of the weighted average number of basic and common equivalent shares outstanding during the period.

W. R. Berkley Corporation        6

Business Segment Operating Results

(Amounts in thousands, except ratios) (1)

Third Quarter Nine Months
2023 2022 2023 2022
Insurance:
Gross premiums written $ 2,990,869 $ 2,719,824 $ 8,659,128 $ 7,976,288
Net premiums written 2,508,740 2,237,608 7,246,773 6,637,024
Net premiums earned 2,319,435 2,129,014 6,747,704 6,162,005
Pre-tax income 415,279 322,312 1,153,742 1,052,185
Loss ratio 62.6 % 63.2 % 62.8 % 61.3 %
Expense ratio 28.4 % 28.0 % 28.4 % 27.9 %
GAAP Combined ratio 91.0 % 91.2 % 91.2 % 89.2 %
Reinsurance & Monoline Excess:
Gross premiums written $ 362,336 $ 362,114 $ 1,080,168 $ 1,017,887
Net premiums written 339,719 339,666 988,026 939,139
Net premiums earned 322,479 312,947 938,369 886,200
Pre-tax income 106,072 59,561 313,290 209,366
Loss ratio 56.8 % 70.2 % 53.7 % 63.7 %
Expense ratio 27.8 % 28.4 % 28.7 % 28.4 %
GAAP Combined ratio 84.6 % 98.6 % 82.4 % 92.1 %
Corporate and Eliminations:
Net investment (losses) gains $ (42,426) $ (67,410) $ 39,239 $ 127,299
Interest expense (31,888) (31,780) (95,580) (98,473)
Other expenses (27,088) 3,582 (157,486) (49,117)
Pre-tax loss (101,402) (95,608) (213,827) (20,291)
Consolidated:
Gross premiums written $ 3,353,205 $ 3,081,938 $ 9,739,296 $ 8,994,175
Net premiums written 2,848,459 2,577,274 8,234,799 7,576,163
Net premiums earned 2,641,914 2,441,961 7,686,073 7,048,205
Pre-tax income 419,949 286,265 1,253,205 1,241,260
Loss ratio 61.9 % 64.1 % 61.7 % 61.6 %
Expense ratio 28.3 % 28.0 % 28.4 % 28.0 %
GAAP Combined ratio 90.2 % 92.1 % 90.1 % 89.6 %

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

W. R. Berkley Corporation        7

Supplemental Information

(Amounts in thousands)

Third Quarter Nine Months
2023 2022 2023 2022
Net premiums written:
Other liability $ 979,025 $ 861,551 $ 2,869,297 $ 2,569,737
Short-tail lines (1) 553,447 439,630 1,572,609 1,318,398
Commercial automobile 388,132 333,935 1,045,651 948,913
Workers' compensation 302,701 306,593 937,855 940,734
Professional liability 285,435 295,899 821,361 859,242
Total Insurance 2,508,740 2,237,608 7,246,773 6,637,024
Casualty reinsurance 183,211 195,642 572,102 583,780
Monoline excess 83,217 75,959 212,839 192,723
Property reinsurance 73,291 68,065 203,085 162,636
Total Reinsurance & Monoline Excess 339,719 339,666 988,026 939,139
Total $ 2,848,459 $ 2,577,274 $ 8,234,799 $ 7,576,163
Current accident year losses from catastrophes (including COVID-19 related losses):
Insurance $ 46,160 $ 51,144 $ 139,409 $ 101,802
Reinsurance & Monoline Excess 15,369 42,999 23,536 79,063
Total $ 61,529 $ 94,143 $ 162,945 $ 180,865
Net Investment income:
Core portfolio (2) $ 248,618 $ 156,077 $ 680,883 $ 401,975
Investment funds 4,450 36,045 5,443 121,919
Arbitrage trading account 17,876 10,694 53,168 24,008
Total $ 270,944 $ 202,816 $ 739,494 $ 547,902
Net realized and unrealized (losses) gains on investments:
Net realized (losses) gains on investments $ (21,796) $ (15,898) $ 4,798 $ 228,365
Change in unrealized (losses) gains on equity securities (19,059) (50,384) 45,605 (88,701)
Total $ (40,855) $ (66,282) $ 50,403 $ 139,664
Other operating costs and expenses:
Policy acquisition and insurance operating expenses $ 747,007 $ 685,325 $ 2,183,517 $ 1,974,676
Insurance service expenses 21,225 24,991 70,336 71,348
Net foreign currency gains (22,498) (41,065) (1,777) (85,060)
Other costs and expenses 62,935 56,286 205,849 178,292
Total $ 808,669 $ 725,537 $ 2,457,925 $ 2,139,256
Cash flow from operations $ 1,077,093 $ 767,649 $ 2,231,162 $ 1,773,303
Reconciliation of net income to operating income:
Net income $ 333,586 $ 228,879 $ 984,020 $ 998,839
Pre-tax investment losses (gains), net of related expenses 42,426 67,410 (39,170) (122,930)
Income tax (benefit) expense (9,404) (14,456) 8,018 25,527
Operating income after-tax (3) $ 366,608 $ 281,833 $ 952,868 $ 901,436

(1)Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler and machinery and other lines.

(2)Core portfolio includes fixed maturity securities, equity securities, cash and cash equivalents, real estate and loans receivable.

(3)Operating income is a non-GAAP financial measure defined by the Company as net income excluding after-tax net investment gains (losses). Net investment gains (losses) are computed net of related expenses, including performance-based compensatory costs associated with realized investment gains. Management believes this measurement provides a useful indicator of trends in the Company’s underlying operations.

W. R. Berkley Corporation        8

Selected Balance Sheet Information

(Amounts in thousands, except per share data)

September 30, 2023 December 31, 2022
Net invested assets (1) $ 26,126,604 $ 24,545,672
Total assets 36,111,348 33,815,103
Reserves for losses and loss expenses 18,273,310 17,011,223
Senior notes and other debt 1,828,046 1,828,823
Subordinated debentures 1,008,910 1,008,371
Common stockholders' equity (2) 6,915,579 6,748,332
Common stock outstanding (3) 258,044 264,546
Book value per share (4) 26.80 25.51
Tangible book value per share (4) 25.91 24.58

(1)Net invested assets include investments, cash and cash equivalents, trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases, net of related liabilities.

(2)As of September 30, 2023, reflected in common stockholders' equity are after-tax unrealized investment losses of $944 million and unrealized currency translation losses of $379 million. As of December 31, 2022, after-tax unrealized investment losses were $893 million and unrealized currency translation losses were $372 million.

(3)During the nine months ended September 30, 2023, the Company repurchased 7,146,975 shares of its common stock for $430.5 million. During the three months ended September 30, 2023, the Company repurchased 48,016 shares of its common stock for $2.9 million. The number of shares of common stock outstanding excludes shares held in a grantor trust.

(4)Book value per share is total common stockholders’ equity divided by the number of common shares outstanding. Tangible book value per share is total common stockholders’ equity excluding the after-tax value of goodwill and other intangible assets divided by the number of common shares outstanding.

W. R. Berkley Corporation        9

Investment Portfolio

September 30, 2023

(Amounts in thousands, except percentages)

Carrying Value Percent of Total
Fixed maturity securities:
United States government and government agencies $ 1,467,199 5.6 %
State and municipal:
Special revenue 1,646,921 6.3 %
State general obligation 405,969 1.6 %
Local general obligation 385,340 1.5 %
Corporate backed 179,973 0.7 %
Pre-refunded 102,594 0.3 %
Total state and municipal 2,720,797 10.4 %
Mortgage-backed securities:
Agency 1,250,357 4.8 %
Commercial 629,512 2.4 %
Residential - Prime 196,519 0.8 %
Residential - Alt A 2,937 0.0 %
Total mortgage-backed securities 2,079,325 8.0 %
Asset-backed securities 4,087,458 15.6 %
Corporate:
Industrial 3,344,567 12.8 %
Financial 2,679,247 10.3 %
Utilities 643,277 2.5 %
Other 581,723 2.2 %
Total corporate 7,248,814 27.8 %
Foreign government 1,431,712 5.5 %
Total fixed maturity securities (1) 19,035,305 72.9 %
Equity securities available for sale:
Common stocks 961,433 3.7 %
Preferred stocks 220,628 0.8 %
Total equity securities available for sale 1,182,061 4.5 %
Cash and cash equivalents (2) 2,035,399 7.8 %
Investment funds 1,600,495 6.1 %
Real estate 1,270,545 4.9 %
Arbitrage trading account 825,049 3.1 %
Loans receivable 177,750 0.7 %
Net invested assets $ 26,126,604 100.0 %

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

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